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Company Formation

The Swiss Commercial Register: Who Must Register and How It Works

Every Swiss GmbH and AG must be in the commercial register, and many sole traders too. Here is who has to register, what it costs, how the process works and what you must keep up to date.

By Amos Hope Jnr · · 5 min read

Illustration of an open register book with a magnifying glass and a rubber stamp on a desk, with a window showing mountains

The commercial register (Handelsregister in German, registre du commerce in French, registro di commercio in Italian) is the official public list of businesses in Switzerland. It shows who a company is, where it is based, what it does and who can sign for it. For most new businesses, getting into the register is the moment they legally exist.

This guide explains who has to register, how the process works, what it costs and what you must update later.

What the register is for

Each canton runs its own commercial register office. The federal government collects all entries in a central index and publishes them in the Swiss Official Gazette of Commerce (SOGC). Anyone can search the register for free through Zefix, the central business name index.

The register serves three purposes:

  • Transparency. Customers, suppliers and banks can check a business before they deal with it.
  • Legal certainty. What is entered is presumed to be known by everyone. If a director has left and the register says so, the company is protected.
  • Name protection. A registered business name is protected against confusingly similar names.

Who must register?

Companies always register. A GmbH or an AG only comes into existence when it is entered in the register. The same applies to cooperatives. If you are still choosing a form, our comparison of the GmbH and the AG sets out the differences.

Sole proprietorships register above CHF 100,000. A sole proprietorship must register once its annual turnover reaches CHF 100,000. Below that, registration is voluntary. According to the federal KMU portal, the rule is found in Article 36 of the Ordinance on the Commercial Register. If one person runs several sole proprietorships, the canton of Fribourg points out that their turnovers are added together.

Partnerships (general and limited partnerships) that run a commercial business must also register.

Why register voluntarily?

Some sole traders register before they have to. A registered name looks more credible to banks and larger customers, and it is protected. Registration also has consequences: you must keep proper books, and creditors can pursue you through bankruptcy proceedings rather than ordinary debt collection.

The business name

The name you register has to follow a few rules:

  • A sole proprietorship must contain the owner's surname. You may add extras, such as "Müller Garden Design".
  • A GmbH or AG can use an invented name, but it must include the legal form, for example "GmbH", "Sàrl" or "AG".
  • Names must not be misleading, and must not suggest a link to the state. A private business cannot call itself "Swiss Federal" anything, and national emblems are protected by law.

Check Zefix before you print anything. A name that is too close to an existing one can lead to a legal dispute later.

How registration works

Companies

For a GmbH or AG, a notary normally prepares the founding deed and the articles of association. The founders sign before the notary, and the application goes to the commercial register in the canton of the registered office. You also need confirmation from a bank that the share capital has been paid in. Our guide to Swiss business bank accounts explains the capital deposit account.

Sole proprietorships

The steps are simpler. Using the canton of Fribourg as an example:

  1. Create an account on the cantonal online counter and fill in the application.
  2. Within about five working days, the register office sends back a form.
  3. Sign the form by hand and have your signature certified by a notary or official, or sign in person at the register office.
  4. Send the form back with a copy of your ID.
  5. Once approved, the entry is published in the SOGC, usually within about five working days.

You need valid ID or a residence permit, and, if you use separate premises, a lease. If you use someone else's address (a c/o or domicile address), you need their written consent.

Many cantons also accept applications through EasyGov.swiss, the federal online portal, which can also handle AHV and VAT registration.

What does it cost?

Fees are set by a federal ordinance and are the same in every canton, though extra items such as certifications are added. The canton of St. Gallen lists these base fees for a new entry:

  • Sole proprietorship: CHF 80
  • GmbH or AG: CHF 420

The final bill is usually higher because each person with signing authority and each certified signature adds a small charge. Fribourg, for example, quotes CHF 120 to CHF 220 in total for a sole proprietorship, depending on the number of authorised signatories. For a company, the notary's fee is normally the largest cost.

After registration

Once you are in the register, your business receives a UID (business identification number, in the format CHE-123.456.789). You use it with the tax office (see our guide to corporate tax), the VAT authority and social insurance.

You must also keep the entry current. Typical changes that must be reported include:

  • a new business address or a move to another canton;
  • new or departing directors and people with signing authority;
  • changes to the purpose, the name or the share capital;
  • the closure of the business.

Changes cost money too. St. Gallen charges, for example, CHF 20 for a change of signing authority and CHF 200 for amended articles of association of a company.

If foreign founders are involved, remember that at least one person who can represent a GmbH or AG must live in Switzerland. Our guide for foreign founders covers this rule.

Common mistakes

  • Waiting too long. A sole trader who passes CHF 100,000 must register without delay.
  • Forgetting VAT. Registration and VAT registration are separate. VAT usually starts at the same CHF 100,000 turnover, but you register with the Federal Tax Administration, not the register office.
  • Not updating. An old address or a former director left in the register can cause real problems with banks and customers.

Why it matters

The commercial register is the public face of your business. Getting the name, address and signing powers right from the start makes banking, contracts and tax registration easier, and keeping the entry current protects you legally.

Procedures and fees change, and cantons differ in the details. Check your cantonal register office's website before you apply, and speak to a notary or fiduciary for company formations.

Further reading

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