Updating a Swiss LLC or corporation in the commercial register

Which change do you want to register?

Compare the current commercial register extract, the articles of association and the planned change. The register must be able to identify precisely which facts should change and the decisions supporting them.

One transaction can combine several changes. A relocation with a new name and a new managing director should be prepared as a coherent file. State all planned changes at the outset.

Address or registered office: the municipality matters

The statutory registered office is the municipality named in the articles. The registered domicile is the address at which the company can be contacted. Moving to another street in the same municipality therefore does not necessarily require an amendment of the articles.

If the new address is in another political municipality, an LLC or corporation must amend its registered office by notarial deed. A postal place name or postcode does not always identify the municipality correctly; check the official information.

For a move to another canton, the new register coordinates the transfer with the former register. A simple inter-cantonal relocation does not require the company to be liquidated.

A “c/o” address requires a declaration from the domiciliation provider in accordance with the register’s requirements. Notify the relevant authorities and business partners too. Our registered-office and address change service explains the available support and related fees.

Video: changing a company’s address or registered office

Romain Prieur explains the procedure and points to check. Video in French, 8 minutes 7 seconds.

Watch on YouTube (French)

Changing the company name or business purpose

The name and business purpose appear in the articles of association. A change requires a resolution by the competent corporate body, a notarial deed and registration.

Before preparing new documents or marketing materials, check the proposed name’s availability and compliance. An acceptable company name does not itself guarantee that there is no trade mark conflict.

Video: changing a Swiss company’s name

Romain explains the formalities and the updates needed afterwards. Video in French, 5 minutes 39 seconds.

Watch on YouTube (French)

For the business purpose, describe the activities actually envisaged in clear terms. Extending the purpose does not automatically provide a licence for a regulated profession; sector-specific authorisations remain separate.

Give the professional preparing the deed a straightforward description of current and future activities. Copying another company’s purpose may produce wording that is too broad, incomplete or unsuitable. See our business-purpose amendment service for the support available and its fees.

Members, shareholders, directors and signatories

In an LLC — Sàrl/GmbH

Members and their equity interests appear in the commercial register. A transfer must be in writing and generally requires the members’ approval, subject to the articles and applicable law. Coordinate the agreement, any required resolution and the revised ownership details.

In a corporation — SA/AG

An ordinary share transfer does not, by itself, update a public list of shareholders in the commercial register. The register does not publish current ownership as it does for an LLC. The share register and other applicable identification records must nevertheless be updated. Review any relevant shareholders’ agreement as part of the transaction.

People who manage or sign for the company

Appointments, departures and changes in authority require the appropriate decisions and evidence. Check that the company will still meet Swiss representation requirements afterwards. Removing its only representative resident in Switzerland without arranging a replacement creates a problem.

Coordinate the register update with banks, contracts and digital access. Our article on Swiss LLC managing directors explains the responsibilities attached to the role.

Replacing the auditor or registering an opting-out

The competent corporate body must decide on a replacement auditor and provide the required evidence, including acceptance of the appointment. Check applicable licensing and independence requirements.

An opting-out from a limited audit is not simply the deletion of the auditor’s name. The company must not be subject to an ordinary audit, its annual average staffing must not exceed ten full-time equivalents, and all shareholders or members must consent. Exactly ten FTE can qualify; a majority vote alone is insufficient.

An ordinary audit may be required when two of three thresholds are exceeded in two successive years: CHF 20 million of assets, CHF 40 million of revenue and 250 FTE on annual average. Other grounds include certain publicly traded companies, an obligation to prepare consolidated financial statements and a qualifying shareholder request. A low employee count alone does not establish eligibility to opt out.

Since 2025, opting-out applies only to future financial years. Registration must be requested before the relevant year begins, and accounts for the last completed year must accompany the filing under the applicable rules, together with the required supporting documents. It cannot retrospectively remove an audit obligation for a year that has already started.

If the company is in financial difficulty, review any special duties to have accounts examined and to take action before preparing an opting-out. See capital loss and over-indebtedness. Opting out does not remove the obligation to prepare annual accounts and the required notes.

Prepare and submit a complete application

1. Identify the company. Use its exact registered name, registered office and UID number.
2. Describe the changes. List the current facts and the proposed entries, including the relevant people and dates.
3. Adopt the resolutions. Check the competent body, voting requirements and required form.
4. Gather evidence. Include relevant minutes, deeds, articles, transfer agreements, acceptances and declarations.
5. Check signatures. Respect registered signing powers and certification requirements.
6. File with the competent office. Use a submission channel accepted by the canton.

For non-statutory changes to a corporation or LLC in Geneva, the instructions provide for a dated application signed by one board member or managing director with individual signing authority, or by two members of those bodies with joint signing authority. Check other situations with the office.

Do not assume an emailed PDF is sufficient. Cantonal registers publish their own submission arrangements and may require originals or electronic documents meeting specific conditions.

Costs, timing and checks after registration

Separate registry fees, document-preparation fees and notarial charges where a deed is required. Signature certification, extracts and translations may also be part of the budget. A package for one specified change does not automatically cover every simultaneous transaction.

Timing depends on the completeness of the file, the notary where needed and the register’s processing. Allow a reasonable margin in the business timetable. The legal effects of a decision and of registration depend on the transaction: not every change takes effect at the same moment.

After processing, check the extract and publication: spelling, address, signing powers and people removed from the register. Update invoices, bank records, insurance, contracts, the website and customer files. Keep signed decisions and supporting documents in the company’s permanent file.

If several changes need to be coordinated, discuss the structure and documents with Karpeo before collecting signatures.

Frequently asked questions