With the start of the new year and the closing of the annual accounts, many Swiss companies hold their regular general or shareholders’ meetings. In this context, decisions are often made that result in formal changes – such as the election of new board members, a change of registered office, or amendments to the articles of association. Such changes must be duly entered in the commercial register.
This is not just an administrative step, but a legal obligation under the Swiss Code of Obligations (Art. 933 CO) and a measure to ensure transparency towards business partners, customers, and authorities.
Most frequent changes after the meeting
It is common practice to make decisions relevant to the company at the annual meeting that require an update to the commercial register entry. The most common changes include:
- Change of address (including secondary offices).
- Changes to registered persons (e.g., board of directors, management).
- Amendment of the company name or purpose.
- Other statutory changes (e.g., capital band, opting-out notices, new forms of general meetings).
These changes must be reported to the relevant commercial registry office by means of an official notification and, in certain cases, require public certification.
Legal basis and current developments (2025/2026)
According to Article 933(1) of the Swiss Code of Obligations, all changes that are subject to registration must be reported to the competent commercial register office without delay. In concrete terms, this means that as soon as a valid resolution has been passed by the competent body (meeting, board of directors, or shareholders), the corresponding application must be submitted as quickly as possible.
In recent years, various amendments to company law and the Commercial Register Ordinance (HRegV) have led to certain information having to be disclosed in the commercial register in a more precise and transparent manner. Examples include:
- Implementation of the revision of the stock corporation law with greater flexibility in terms of share capital, foreign currencies, and capital bands, which often entails amendments to the articles of association.
- Clear obligation to enter a corresponding note in the commercial register, including the date of the beginning of the financial year, if opting out of the revision.
Failure to report or late reporting can have legal and practical consequences – such as the invalidity of actions by unregistered persons or difficulties in dealing with banks, authorities, or business partners.
Which changes require public certification – and how will this work in 2026?
Not every change requires a notarial procedure. However, some changes, such as a change of registered office to another canton, or a change in the company’s purpose or name, must be confirmed by a public document in accordance with the law.
Thanks to digitalization and the use of qualified electronic signatures (QES), this step can now be completed entirely online, without the need for physical presence on site. Further information on QES and the legal basis can be found at the Federal Office of Communications (OFCOM).
Why you should act quickly after the 2026 AGM
Prompt notification of changes is not only a legal obligation – it also ensures that publicly available company information is clear and up to date. In addition, certain changes can have tax, legal, or organizational implications. Early planning facilitates the process and prevents unnecessary delays, for example, in the case of:
- Account openings and banking relationships.
- Concluding contracts where signing authorizations are checked.
- Audits by supervisory and tax authorities.
Digital support: How Hoop supports you after the general meeting
Hoop’s platform for digital changes allows you to update your company’s commercial register data easily, efficiently, and in a legally compliant manner – without any paperwork or media breaks.
Hoop takes care of the following, among other things:
- Preparation of the necessary documents (including statutory adjustments in the context of the revision of stock corporation law, e.g., opting-out notices, capital band, new forms of general meetings).
- Coordination of notarial certification, where required, is completely digital using QES.
- Electronic submission to the relevant commercial register office.
The product update has further optimized the process for trust companies, law firms, and corporate legal teams:
- Sharing function for collaboration with end customers: Clients can be specifically involved in individual steps (e.g., personal details, beneficial owners, specific company information) without relinquishing control of the overall process.
- More flexibility with the articles of association: choice between standard articles of association, multilingual short articles of association, and individual templates – ideal for clearly reflecting the revision of stock corporation law and new options for capital structure, forms of general meetings, and opting out.
- Extended personal data entry and DeepID: Structured entry of executive bodies, shareholders, and beneficial owners, as well as digital identification, even for persons not resident in Switzerland.
- Commission a change of auditor directly in Hoop: The entire workflow, from the decision on the election to the registration with the commercial register, is managed centrally on the platform.
Hoop is thus increasingly evolving from a “pure” start-up and change tool to a comprehensive corporate services tool that combines collaboration, automation, and legal precision in a continuous digital process.
Check your entry now and plan changes for 2026
Are you unsure whether the registered data still reflects the current status of your company? You can check the official entry free of charge via the Zefix portal.
- Before the next general meeting, check which statutory provisions are still up to date in light of the revision of stock corporation law and new practices.
- Plan resolutions on opting out, capital bands, new forms of general meetings, and adjustments to the registered office or purpose early on, and involve your fiduciary or legal advisor.
- Use digital solutions such as Hoop to quickly and legally enter all resolutions in the commercial register after the meeting – without media breaks and with clear documentation.
Do you have any questions, or would you like to request a change? The Hoop team will be happy to assist you, or you can start the digital change process directly via the 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.