In the Swiss business world, the commercial register is a fundamental tool for ensuring transparency and security. However, not all company changes require the intervention of a notary. Understanding these differences can help optimize time and costs.
With our Hoop platform, we offer a comprehensive service for fiduciaries: we prepare the documents, automatically send them for electronic signatures, handle the submission to the commercial register, and, when necessary, directly coordinate the involvement of a notary. In this article, we analyze, using practical examples and a clear comparison, which changes require a notary and which can be entirely managed through our digital solution.
Practical Examples: Company Changes and Notary Involvement
- Relocation of the Registered Office:
Mario, the owner of an LLC based in Lugano, decides to move his company to Zurich. This requires an amendment to the company’s articles of association and the drafting of a public deed by a notary. - Capital Increase:
Alfa SA intends to attract new investors. To do so, it must increase its share capital, a procedure that requires an amendment to the articles of association and the involvement of a notary. - Change of Legal Form:
A sole proprietorship wants to convert into an LLC to gain greater legal protection. In this case, a notary is also needed to ensure the new company form complies with the law. - Corporate Rebranding:
A company decides to change its name and purpose to completely renew its corporate image (rebranding). This modification requires an amendment to the articles of association and notarization of the public deed.
Cases Where a Notary is Not Required
- Address Change Within the Same Municipality:
If Mario moves his company’s office from one street to another in Lugano, no amendment to the articles of association is required, and thus no notary is necessary. - Change of Authorized Signatories:
Adding or removing authorized signatories does not involve amendments to the articles of association and can be managed without a notary. - Change of Secondary Addresses:
Beta SA wants to add a secondary address, such as the correspondence address of a warehouse or fiduciary. This type of update is a simple notification and does not require a public deed.
Comparison Table
| Type of Change | Notary Required? | Reason |
| Relocation of the Registered Office | Yes | Amendment to the articles |
| Capital Increase or Reduction | Yes | Amendment to the articles |
| Address Change (Same Municipality) | No | No amendment to the articles |
| Change of Authorized Signatories | No | No amendment to the articles |
| Change of Legal Form | Yes | Amendment to the articles |
| Change of Secondary Addresses | No | Simple notification |
Conclusion
Knowing when to involve a notary is essential not only for efficiently managing company changes but also for understanding potential additional costs and properly planning the entire process. With Hoop, all this happens smoothly and automatically, enabling fiduciaries to focus on their core business without worrying about bureaucratic complexities. Hoop also ensures that every stage of the process is clear and transparent in terms of costs, providing fiduciaries with a complete overview to optimize planning and deliver reliable services to their clients.
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
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