Registering a company in Switzerland follows a structured process managed by 26 cantonal commercial register offices under federal oversight. The procedure involves notarisation of founding documents, capital verification, and entry in the commercial register — typically completed within two to four weeks. This guide walks through every step, from name checks to post-registration obligations.
For a full overview of company formation options, see our company formation guide.
How Swiss Company Registration Works
Switzerland operates a dual-level commercial register system. Each canton maintains its own register office (Handelsregisteramt), which handles applications, reviews documents, and makes entries. The Federal Commercial Registry Office (EHRA) then reviews each entry for compliance with federal law before publication in the Swiss Official Gazette of Commerce (SHAB/SOGC).
This means every company registration passes through two layers of review. The cantonal office checks cantonal requirements and document completeness; the EHRA verifies federal legal compliance. Only after EHRA approval is the entry published and the company legally constituted.
The Commercial Register System
The commercial register is a public record of all legally recognised entities in Switzerland. It serves three primary functions:
- Legal constitution — for entities like AG and GmbH, registration creates the legal entity. Before registration, the company does not exist as a separate legal person.
- Public disclosure — third parties can verify a company’s existence, purpose, registered persons, and capital structure.
- Legal protection — registered facts are legally binding. A director listed in the register has authority to represent the company vis-a-vis third parties, even if internal restrictions apply.
Each canton has its own register office with its own procedures, fee schedules, and processing times. While the substantive law is federal, the administrative process varies.
Step-by-Step Registration Process
Step 1: Name Check and Reservation
Search ZEFIX (zefix.ch) to verify that your chosen company name is available. The name must be distinguishable from all existing registered entities in Switzerland — not just within your canton. Include the legal form designation (AG, GmbH, etc.) in the name.
Step 2: Draft Articles of Association
The articles of association (Statuten) define the company’s purpose, capital structure, governance rules, and share/quota classes. A notary or legal adviser typically prepares these. The articles must comply with the mandatory provisions of the CO for your chosen entity type.
Step 3: Open a Capital Deposit Account
For AG and GmbH formations, the share/quota capital must be deposited in a blocked account at a Swiss bank. The bank issues a capital deposit confirmation (Kapitaleinzahlungsbestaetigung) that the notary needs for the deed of incorporation.
In-kind contributions (Sacheinlagen) require a licensed auditor’s report confirming the value of contributed assets.
Step 4: Notarise the Deed of Incorporation
All founders (or their authorised representatives) appear before a Swiss notary to execute the deed of incorporation. The notary verifies:
- Identity of all founders
- Capital deposit confirmation
- Compliance of articles with the law
- Appointment of the first board/management
The notary authenticates the deed, which includes the articles of association, founding resolutions, and acceptance declarations from board members and auditors.
Step 5: Submit to the Commercial Register
The notary submits the authenticated deed and supporting documents to the cantonal commercial register office. Required documents typically include:
- Authenticated deed of incorporation
- Articles of association
- Capital deposit confirmation
- Declarations of acceptance by board members
- Proof of registered office address (lease or ownership)
- Lex Friedrich declaration (for entities with foreign shareholders acquiring real estate)
Step 6: Register Review and Entry
The cantonal register office reviews the application for completeness and cantonal compliance. If satisfied, it forwards the entry to the EHRA for federal review. After EHRA approval, the entry is published in the SHAB.
The company comes into legal existence upon entry in the cantonal register — not upon SHAB publication. However, the entry only becomes effective against third parties upon publication.
Step 7: Post-Registration Steps
After registration, the company must:
- Obtain VAT registration if expected turnover exceeds CHF 100,000
- Register with social insurance institutions (AHV/IV/EO)
- Set up employer accident insurance (if employing staff)
- Open an operational bank account (the capital deposit account is released)
Cantonal Differences in Registration
While federal law sets the substantive requirements, cantonal register offices differ in:
- Processing speed: Zurich and Zug consistently rank among the fastest, often completing registration within 10–15 business days. Rural cantons may take 3–4 weeks.
- Fee structures: Notarial fees vary significantly. Zurich charges based on a fee schedule; Geneva notaries may charge ad valorem on capital. Registration fees range from CHF 600–1,200 depending on the canton and entity type.
- Document requirements: Some cantons accept electronic submissions; others require physical originals. Zurich offers partial online filing; most cantons still require in-person notarisation.
- Language: Documents must be in the official language(s) of the canton. Bilingual cantons (Bern, Fribourg, Valais) accept either language.
ZEFIX: Company Search and Verification
ZEFIX (Zentraler Firmenindex) at zefix.ch is the federal company search portal. It aggregates data from all 26 cantonal registers into a single searchable database.
ZEFIX allows you to:
- Check name availability before filing
- Verify company details — registered office, purpose, capital, directors
- Find the UID number for any registered entity
- Download official extracts in electronic form
- Search by person to find all entities where an individual holds a registered function
Every practitioner should check ZEFIX as the first step in any company formation. Name conflicts discovered after notarisation waste time and money.
Documents Required for Registration
The exact document list depends on the entity type. For an AG or GmbH, expect:
| Document | Who Prepares | Notes |
|---|---|---|
| Articles of association | Lawyer/founder | Must comply with CO mandatory provisions |
| Deed of incorporation | Notary | Authenticated at notarisation |
| Capital deposit confirmation | Bank | Original or certified copy |
| Acceptance declarations | Board members/auditors | Signed originals |
| Proof of registered office | Landlord/owner | Lease agreement or domiciliation contract |
| Founders’ ID copies | Founders | Passport or Swiss ID |
| Stampa/Lex Friedrich declaration | Notary | Confirming compliance with land acquisition rules |
For sole proprietorships, the requirements are minimal: an application form and proof of identity.
Timelines and Costs
Formation timeline (AG/GmbH):
- Document preparation: 3–5 business days
- Bank account opening and capital deposit: 5–10 business days
- Notarisation: 1 day (appointment required)
- Register processing: 10–20 business days
- Total: 3–6 weeks from first instruction to SHAB publication
Indicative costs:
- Notarial fees: CHF 1,500–4,000 (varies by canton and capital)
- Commercial register fees: CHF 600–1,200
- Legal/formation agent fees: CHF 1,000–3,000
- Capital deposit (blocked until registration): CHF 20,000 (GmbH) or CHF 50,000–100,000 (AG)
- Total professional fees: CHF 3,000–8,000 (excluding capital)
Common Registration Pitfalls
Name rejection: The most frequent cause of delay. Always check ZEFIX first. Avoid generic names that are too similar to existing entities.
Incomplete capital deposit: The bank confirmation must match the articles exactly — same currency, same amount, same entity name. Discrepancies require correction before the notary can proceed.
Missing resident director: AG and GmbH must have at least one person authorised to represent the company who is resident in Switzerland. Foreign founders must arrange a Swiss-resident director or nominee before notarisation.
Purpose clause too narrow or too broad: The register may reject a purpose clause that is either overly vague (“all commercial activities”) or so narrow it restricts future business. Finding the right balance requires experience.
Delayed updates: Changes to registered information must be filed within 30 days. Directors who resign but remain in the register may face personal liability claims from third parties who relied on the register.
Post-Registration Obligations
Once registered, Swiss companies face ongoing compliance requirements:
- Annual accounts: Prepared according to Swiss GAAP or IFRS, depending on size and structure
- Tax registration: Corporate income tax and capital tax at cantonal and federal level
- VAT: Mandatory registration if turnover exceeds CHF 100,000
- Social insurance: AHV/IV/EO contributions for all employees and directors receiving compensation
- Audit: Required for companies exceeding two of three thresholds (CHF 40m total assets, CHF 80m revenue, 250 FTEs) — otherwise opt-out possible
- Register updates: All changes to directors, address, purpose, or capital must be filed within 30 days
Frequently Asked Questions
How long does it take to register a company in Switzerland?
Registration typically takes 2–4 weeks from the date of notarisation. The timeline depends on the canton, completeness of documents, and whether the registrar raises any queries. Zurich and Zug are generally faster (10–15 business days), while smaller cantons may take longer.
What is the difference between the cantonal and federal commercial register?
Each canton maintains its own commercial register office (Handelsregisteramt). The federal commercial register (EHRA) reviews all entries for compliance with federal law before publication in the Swiss Official Gazette of Commerce (SOGC/SHAB). Registration happens at cantonal level; federal review follows automatically.
Can I register a company online in Switzerland?
Partial online submission is possible in some cantons (notably Zurich), but notarisation of the deed of incorporation still requires a physical appointment with a Swiss notary. Fully digital company formation is not yet available.
What is ZEFIX and how do I use it?
ZEFIX (Zentraler Firmenindex) is the federal company search portal at zefix.ch. It provides free access to all registered entities in Switzerland, including company name, registered office, purpose, registered persons, and UID number. Use it to check name availability and verify company details.
Do I need a Swiss address to register a company?
Yes. Every company must have a registered office (Sitz) at a real address in Switzerland. PO boxes are not accepted. The address must be in the canton where registration takes place. Many formation agents provide domiciliation services for this purpose.
What happens if my company name is already taken?
The commercial register will reject a name that is identical or confusingly similar to an existing registered entity anywhere in Switzerland. You can check availability on ZEFIX before filing. Adding a geographic or descriptive element can sometimes resolve conflicts.
Is notarisation required for all entity types?
Notarisation is required for AG, GmbH, cooperative, and foundation formations. Sole proprietorships and associations (Verein) do not require notarisation. Limited partnerships require notarisation of the partnership agreement.
What is the UID number?
The UID (Unternehmens-Identifikationsnummer) is a unique enterprise identification number assigned to every registered entity. Format: CHE-XXX.XXX.XXX. It is used for VAT registration, tax filings, and official correspondence. The UID is assigned automatically upon commercial register entry.
Can I reserve a company name before incorporation?
Switzerland does not have a formal name reservation system. You can check availability on ZEFIX and proceed with incorporation quickly to secure your preferred name. Some practitioners informally check with the cantonal register office before filing.
What are the ongoing filing requirements after registration?
Any change to registered information — directors, address, purpose, capital — must be notified to the commercial register within 30 days. Annual accounts must be prepared (and audited if thresholds apply). Failure to update registered information can result in fines.