At the beginning of the year, when annual financial statements are finalized, many Swiss companies hold their ordinary general or shareholders’ meeting. In this context, decisions are often made that lead to formal changes—such as the appointment of new board members, a change of registered office, or amendments to the articles of association. These changes must be duly entered in the Commercial Register.
This is not merely an administrative step, but a legal obligation under the Swiss Code of Obligations (Art. 933 CO), as well as a measure to ensure transparency towards business partners, clients, and authorities.
Which changes are most common—and how can they be implemented simply and in compliance with legal requirements, even remotely? This article explains.
The Most Common Changes After the Meeting
During the annual meeting, it is standard practice to make decisions that require the company’s commercial register entry to be updated. The most common changes include:
• Address change (including secondary addresses)
• Changes to registered persons (e.g. board of directors, management)
• Amendments to the company name or purpose
• Other changes to the articles of association
These changes must be reported to the competent Commercial Register via an official application and, in some cases, require notarisation.
What Does Article 933 CO Say?
According to Article 933 paragraph 1 of the Swiss Code of Obligations, all changes subject to registration must be reported without delay to the competent Commercial Register office.
In practice, this means that as soon as a valid decision is taken by the competent body (meeting, board of directors, shareholders), the necessary application must be submitted as soon as possible.
Failure to report or delays may result in legal and practical consequences—for example, actions taken by non-registered persons may be invalid, and issues may arise with banks, authorities, or business partners.
Which Changes Require Notarisation?
Not all changes require a notarial procedure. However, some—such as a transfer of the registered office to another canton, or a change in company purpose or name—must be notarised in accordance with Swiss law. Thanks to digitalisation, this step can now also be carried out entirely online, without physical presence.
You can find further information on QES and its legal basis on the official page of the Federal Office of Communications (OFCOM).
Why You Should Act Quickly
Prompt reporting of changes is not only a legal requirement – it also ensures that your company’s public records are accurate and up to date. Some changes may also have tax, legal, or operational implications, and early planning helps avoid unnecessary delays.
How We Can Support You
Through our digital mutation platform, you can update your company’s commercial register data simply, efficiently, and in full compliance—with zero paperwork. Whether it’s a seat change, change of purpose or articles of association: we handle the preparation of all required documents, notarisation (if necessary), and submission to the competent authority. No physical appearance is required.
Check Your Entry Now
Not sure if the registered data still reflects the current status of your company?
Check the official entry for free via the Zefix portal (Central Business Name Index).
Do you have questions or would you like to initiate a company mutation?
Our team will be happy to advise you (support@hoop.ch)—or you can start the digital mutation process directly through our online platform.
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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