Changing a Company’s Domicile Address in the Commercial Register

Business owners in Switzerland need to understand the administrative requirements and legal implications of changing their company’s domicile address. Whether relocating within the same municipality, to a different municipality in the same canton, or across cantonal borders, businesses must ensure that their new address is properly registered with the commercial register.

The complexity of the process depends on the type of business entity and the extent of the domicile change. Some changes require only a simple address update, while others involve amendments to the Articles of Association, notary certification, and re-registration in a new canton. This guide provides a step-by-step breakdown of the different scenarios and requirements involved in changing a company’s domicile address.

Before discussing the steps involved in changing a company’s domicile, it’s important to distinguish between two key terms:

• Legal Domicile (Rechtsdomizil): This refers to the company’s official legal address, which determines where it can be reached for official correspondence.
• Registered Office (Sitz): This refers to the political municipality where the company is registered and from which its administration is managed. Any change to the registered office requires an update in the company’s articles of association (for AGs and GmbHs) and may involve additional legal steps.

Understanding this distinction is key. While all address changes affect the legal domicile (Rechtsdomizil), some may also involve moving the registered office (Sitz) to a new municipality or canton.

The complexity involved in changing a company’s domicile address depends on whether the change affects only the legal address (Rechtsdomizil) or also the registered office (Sitz). There are three main scenarios:

1. Changing the legal domicile (Rechtsdomizil) within the same municipality

If only the company’s legal domicile changes while the registered office (Sitz) remains the same, the process is relatively simple.

This typically occurs when a business moves within the same municipality but to a new building or office space. In this case, the company must register the change by informing the commercial register and updating its official address. This can be done by means of a written letter informing them of the change. There is no need to amend the articles of association, and notarization is generally not required. The letter must be signed according to the company’s signing authority.

2. Changing the registered office (Sitz) to a different municipality within the same canton

If a company moves to a different municipality but remains within the same canton, the process is more complex than a simple address update.

Since the registered office (Sitz) is explicitly stated in the articles of association for AGs and GmbHs, an amendment is required. This amendment must be approved by a general meeting of shareholders and notarized. Additionally, the company must inform the commercial registry office of the change and submit supporting documentation (declaration of availability at new address, notarized public deed confirming the resolution etc.).

The process is more time-consuming and costly than a simple address change due to the requirement for notary certification and shareholder approval.

3. Changing the registered office (Sitz) to a different canton

When a company moves its registered office to a municipality in a different canton, the process becomes even more involved. Since each canton has its own commercial register, the company must register in the commercial register of the new canton and thereby automatically (ex officio) de-register from the commercial register of the old canton.

AGs and GmbHs must amend their articles of association, which requires shareholder approval and notarization. Additionally, the signatures on the registration forms must be re-certified before submission. Due to the additional legal and administrative steps, this type of domicile change takes the longest to complete.

The process and formal requirements for changing the domicile of a sole proprietorship or a general or limited partnership depend on whether only the legal address is changing or if the registered office is also moving to a new municipality or canton.

Changing the legal domicile (Rechtsdomizil) within the same municipality

A simple legal domicile change within the same municipality requires only a straightforward update with the commercial register. Since the registered office (Sitz) remains unchanged, this process does not require additional legal approvals or notarization.

Requirements:

• A simple address update with the commercial register office via a letter that includes the new address and business details.
• The original letter must be signed and sent to the commercial register along with proof of the address change (e.g., lease agreement).
• No amendment to business registration details beyond the address update.
• No notary involvement required.

Step-by-step process for a simple domicile change:

1. Register the change of address with the commercial register by sending a signed letter with the new address and business details.
2. Provide proof of the new address along with the letter (e.g., lease agreement).
3. Pay the administrative fee of CHF 30 for a change of legal domicile or an additional address.
4. Wait for confirmation of the updated entry from the commercial register.

Fees and timeline:

• Low fees: Nexova can handle the entire process for you for CHF 190 (excluding commercial register fee of CHF 30).
• Quick processing: Often within a few days or a week, depending on the turnaround time of the commercial register in the relevant canton.

Changing the registered office (Sitz) to a different municipality within the same canton

Moving a sole proprietorship’s registered office to a different municipality requires an official update in the commercial register. Unlike AGs or GmbHs, there are no articles of association to amend, but the business owner must formally notify the register.

Requirements:

• Registration of the change must be submitted to the commercial register.
• No notary involvement required.
• Proof of address at the new location is required.

Step-by-step process for changing the registered office to a different municipality:

1. Submit an application for a legal domicile and registered office change to the commercial register.
2. Provide proof of the new address.
3. Pay the administrative fee of CHF 60, which includes CHF 30 for the change of legal domicile and CHF 30 for the relocation of registered office.
4. Wait for confirmation of the updated entry from the commercial register.

Fees and timeline:

• Slightly higher fees than a simple legal domicile change due to the official recognition of a new registered office.
• Nexova can handle the entire process for CHF 190 (excluding commercial register fee of CHF 60).
• Processing time: Generally within a few days or up to a week, depending on the commercial register’s workload.

Changing the registered office (Sitz) to a different canton

When a sole proprietorship or partnership moves its registered office to a different canton, it must officially transfer its registration to the new cantonal commercial register.

Requirements:

• Registration in the new commercial register of the canton where the business is relocating.
• The de-registration at the old commercial register is carried out automatically by both commercial register offices (ex officio) (Art. 124 HRegV).
• Proof of address at the new location is required.

Step-by-step process for changing the registered office to a different canton:

• Submit an application for registration in the new canton to the commercial register office.
• Provide proof of the new address (e.g., lease agreement).
• The de-registration at the old canton occurs automatically.
• Pay the administrative fee of CHF 80 for registering in the new canton (for sole proprietorships). For general and limited partnerships, the fee is CHF 160.
• Wait for confirmation of the new entry.

Fees and timeline:

• Higher fees due to the requirement for a new commercial register entry.
• Nexova can handle the entire process for CHF 190 (excluding commercial register fee of CHF 120).
• Longer processing time: The process can take several weeks due to the inter-cantonal registration requirements.

Changing your company's domicile requires careful attention to legal and administrative requirements. Avoiding these common mistakes can help prevent delays, fines, or operational disruptions. Nexova’s team is available to assist with every step of the process to minimize delays and compliance risks.

1. Failing to update the commercial register on time

All domicile changes must be recorded with the commercial register. Delays in notifying the authorities can result in administrative penalties and outdated business information, which may cause issues with contracts, banking, and taxation.

2. Not updating the Articles of Association for AGs and GmbHs

When moving the registered office (Sitz) to a different municipality or canton, AGs and GmbHs must amend their articles of association and have them notarized. Failing to do so can lead to application rejections and delays.

3. Submitting incomplete or incorrect documentation

Each domicile change requires specific supporting documents, such as a signed letter, shareholder resolution, notarized amendments, and proof of the new address. Missing or incorrect documents can delay registration.

4. Forgetting to notify other authorities and business partners

The only automatic notification that occurs during a relocation of registered office is between cantonal commercial registry offices (whereby new registration results in the old office being notified ex officio).

There is no automatic notification to other authorities, so businesses must ensure they also update VAT registration, social security offices, banks, suppliers, and licensing authorities. Overlooking these updates can cause compliance issues and operational disruptions.

5. Underestimating processing times

A simple address change may be completed within days, but changes involving notarization, shareholder approvals, or inter-cantonal registration can take weeks. Planning ahead helps ensure a smooth transition.