Changing a company’s registered seat in Switzerland is a common operation, but it requires attention to specific bureaucratic procedures. Depending on whether the seat change takes place within the same municipality, to another municipality within the same canton, or to a different canton, the documentary requirements vary, and the involvement of a notary may or may not be necessary. In this guide, we will analyse the key differences and explore how professionals in the fiduciary sector, notary and legal offices, as well as corporate legal departments, can optimize the process using digital solutions like Hoop.
The three types of company relocation
1. Change of domicile (same municipality)
If a company moves its registered office within the same municipality, the procedure is simpler and requires only:
- Application for modification of the commercial register entry
- Minutes of the Board of Directors meeting documenting the seat change decision
What are the board of directors’ minutes? This is an official document in which the Board of Directors resolves to change the company’s registered address and submits the decision to the commercial register.
Since a notary is not required, this operation is quick and can be completed within a few hours thanks to electronic signatures.
2. Relocation to another municipality within the same canton
When the company’s registered office is moved to a different municipality within the same canton, some additional steps are introduced:
- Application for modification of the commercial register entry
- Updated articles of association reflecting the new political municipality
- Public deed drafted by a notary
A notary is required because the company’s articles of association must reflect the new registered office. This additional step slightly extends the timeline, but with a structured approach and the use of advanced digital solutions, an efficient and seamless process can be ensured.
3. Relocation to another canton
If the company moves to another canton, the process becomes even more complex and includes:
- Application for modification of the commercial register entry
- Updated articles of association
- Public deed
- Signature card to be filed with the commercial register of the new canton
This final step is crucial, as each canton independently manages its own commercial register and requires the official filing of authorized signatures.
Legal references and official sources
To ensure compliance with current regulations, the following official references are recommended:
- Swiss Code of Obligations (CO) – Art. 933 et seq.
- Swiss Commercial Register (official link)
- Federal Commercial Register Office Guide (official link)
How Hoop simplifies the process
The Hoop platform enables professionals in the fiduciary sector, notary and legal offices, as well as corporate legal divisions, to automate many of these procedures, reducing time and costs:
- Automatic creation of documents with just a few clicks
- Qualified signing: Identification (free with DeepID) and electronic signature (DeepSign) enable fast and remote signing of documents
- Digital transmission to all commercial registers in Switzerland
- Collaboration with notaries for the fast and efficient processing of public deeds
Conclusion
Depending on the type of company seat change, the process can be more or less complex. Thanks to digital solutions like Hoop, professionals in the fiduciary and legal sectors can provide their clients with a more efficient and faster service.
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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