Company changes

Firmbase prepares the documents for changes to your GmbH or AG, organises the notarisation where one is required and files the application with the commercial register office. You record several changes in one order.

Without notarisation CHF 147, with notarisation CHF 497 excl. VAT, notary fees included.

Start your change

What Firmbase takes care of

Which documents a change in the commercial register needs depends on what changes. The company name, purpose and legal seat are part of the articles of association; if one of them changes, the members' or general meeting resolves an amendment of the articles, which is publicly notarised. For this we draft the public deed recording the resolution, the new articles and the powers of attorney, and we organise and coordinate the notarisation. In the standard case the meeting is held as a universal meeting: every member or shareholder is represented under a power of attorney that we prepare.

A new address in the same municipality, changes to officers and signing authority, or changes to the auditor usually need only a filing, without a notary. We prepare the resolutions, declarations and filing and submit them to the commercial register office.

Process up to the commercial register entry

Record
Select the company and record all changes in one order
Who
You
Documents
We prepare the documents
Who
Firmbase
Sign
You sign the powers of attorney and the filing
Who
You
Notarisation
Where required, we organise and coordinate the notarisation with the notary
Who
Firmbase
Entry
Filing with the commercial register office, entry and publication in the SOGC
Who
Firmbase, commercial register office

The changes in detail

Changing the company name

The company name is part of the articles of association, so changing it requires an amendment of the articles that is publicly notarised. The new name must contain the legal form, “GmbH” or “AG”, and be clearly distinguishable from companies and cooperatives already registered in Switzerland. If the name refers to an activity, the purpose must cover it; otherwise the purpose is amended in the same deed. Whether a similar earlier company name or a trademark stands in the way is decided by a court in a dispute; check trademarks as well.

We check the new name for permissibility and availability, as we do for a formation, and guarantee the entry of a name we have confirmed as permissible. We draft the public deed, the new articles and the powers of attorney and organise and coordinate the notarisation. More on this under company name change.

Change of address and relocation of the seat

What counts is the political municipality. If the company stays in the same municipality, it is a change of address in the commercial register: the articles do not change and no notarisation is needed. We prepare the filing and submit it; you can also submit it yourself.

If the company moves to another municipality, even within the same canton, it is a relocation of the legal seat. Because the seat is part of the articles, we draft the public deed, the new articles and the powers of attorney for the relocation of your GmbH or AG.

If the new address is a c/o address, the filing must include a declaration by the domicile provider; we prepare this declaration. More on this under change of address and seat relocation.

Change of purpose

The purpose is also part of the articles, so a change of purpose is publicly notarised. The commercial register office takes the wording unchanged from the articles, and it must make the company's field of activity clear to third parties. We word the new purpose so that it meets this requirement and fits the company name, and we draft the public deed, the new articles and the powers of attorney.

Officers and signing authority

New members of the board of directors or the management, directors and authorised signatories with Prokura (a registered power of attorney) are elected or appointed. Depending on the legal form and the function, the general meeting or members' meeting or the board of directors decides. We prepare the resolution, the acceptance declaration for new board members and managing directors, and the filing.

If someone leaves, by removal or resignation, the person and their signing authority are deleted from the register. We also change signing authority, for example from sole signature to joint signature by two, and update the place of residence or place of origin of a registered person.

Auditor and opting out

By opting out, a GmbH or AG waives the limited audit, and the auditor is deleted from the commercial register. The conditions are:

no obligation to have an ordinary audit,
no more than ten full-time positions on annual average,
the consent of all members or shareholders,
the annual financial statements of the last completed financial year attached to the filing.

The waiver applies only to future financial years and must be filed before the financial year begins; it cannot be made retroactively. Once declared, it also applies in the following years. If a member or shareholder requests a limited audit no later than ten days before the meeting, an auditor must be elected again (“opting in”); the same applies to a company that elects an auditor for the first time. To change the auditor before the current auditor's term has ended, the auditor must resign or be removed, which the law allows only for good cause.

We prepare the declarations, resolutions and filing. If the articles have to be amended for this, the change is notarised and the price with notarisation applies; otherwise the price without notarisation applies.

Transferring GmbH shares

For the transfer of GmbH shares, the law requires a written assignment agreement, not notarisation. The members' meeting must consent unless the articles provide otherwise; where its consent is required, the assignment takes legal effect only once consent is given.

If you sell or give away GmbH shares, we prepare the assignment agreement with the information the commercial register office needs, the consent resolution and the filing, and we update the share register. The assignment agreement is not the purchase agreement and states no price, because it is filed with the commercial register office and can be inspected there. Before drafting, we check whether your articles contain special consent rules, rights or obligations. More on this under transferring GmbH shares.

Capital increases and other capital changes

A capital increase creates new share capital, against cash or against other assets. With a subsequent payment, share capital that already exists is paid in later; a capital band authorises the board of directors to make later changes; and a capital reduction makes the company's capital smaller.

Ordinary capital increase with a cash contribution

In an ordinary capital increase with a cash contribution, members, shareholders or new investors pay money into the company. In a GmbH they receive new GmbH shares in return, in an AG new shares. We prepare all required documents and organise and coordinate the notarisation.

If the subscription rights of existing members or shareholders remain untouched, no audit is needed. If they are restricted or excluded in favour of new investors, a licensed auditor must confirm the capital increase report; we organise and coordinate this audit. The cost of the audit confirmation is not included. Capital in a foreign currency or special share classes are handled personally and quoted individually. More on this under capital increase.

Ordinary capital increase with a contribution in kind

With a contribution in kind, a member or investor contributes an asset instead of money, for example a stake in another company. It counts towards the new capital only if it can be recognised in the balance sheet, transferred to the company and later realised with third parties, and if the company can dispose of it freely after the entry. The contribution is agreed in a written contribution-in-kind agreement; the resolution and the articles name the asset, its valuation, the contributor and the shares issued for it. The capital increase report explains why the valuation is appropriate, and a licensed auditor must examine and confirm the report.

We handle capital increases with a contribution in kind for GmbH and AG personally. Because the effort depends on the asset, its valuation and the complexity, you receive an individual quote. We organise and coordinate the audit; the cost of the audit confirmation is not included.

Paying in the remaining share capital

When an AG is formed, its share capital does not have to be fully paid in: 20 per cent of the nominal value of each share is enough, at least CHF 50'000 in total. The company calls in the outstanding amount later; the board of directors decides on this subsequent payment, and no general meeting is needed. The board's resolution and the amendment of the articles stating the new amount paid in are publicly notarised, and the commercial register enters the new amount. We draft the public deed recording the board's resolution, the amended articles and the filing, and we organise and coordinate the notarisation. The fixed price applies to payment in cash.

If the capital is paid in by setting off a claim, by a contribution in kind or from freely disposable equity, a report by the board of directors and an audit confirmation are also required; the cost of the audit confirmation is not included. We provide a tailored quote for these forms of capital payment.

Capital band of an AG

With a capital band, the articles authorise the board of directors to increase or reduce the share capital itself for a period of up to five years. The upper limit may exceed the share capital by at most half, and the lower limit may fall below it by at most half; the articles can also limit the authorisation to increases or to reductions. Within these limits the board decides without the general meeting having to pass a new resolution each time. A capital band may provide for reductions only if the company has not opted out of the limited audit.

We draft the public deed, the new articles, the powers of attorney and the filing, and we organise and coordinate the notarisation. Every later increase or reduction by the board of directors is notarised and filed again. The fixed price covers the introduction of the capital band.

Capital reduction

A GmbH or AG can reduce its share capital by lowering the nominal value of its shares or cancelling shares. The purpose determines the procedure. If capital is to be returned to the members or shareholders, a call to creditors in the Swiss Official Gazette of Commerce asks creditors to register their claims; they can demand security within 30 days. A licensed audit expert then confirms that the claims remain fully covered despite the reduction, and payment is made only after the entry. If the reduction serves to eliminate a deficit caused by losses, there is no call to creditors; the audit expert confirms instead that the reduction does not exceed the deficit. The capital may fall below CHF 100'000 for an AG or CHF 20'000 for a GmbH only if it is increased again to at least that amount at the same time.

We handle capital reductions personally, including the call to creditors. Because the effort depends on the purpose, scope and complexity, you receive an individual quote. The cost of the audit confirmation is not included.

We handle capital measures personally and respond to your request promptly.

Enquire about a capital measure

Individual solutions for your company

We handle most changes with our standard documents at a fixed price. If your company has its own articles or a project that the standard does not cover, we prepare the documents individually and handle the order personally. The effort depends on the scope and complexity of your case; you receive an individual quote.

Your own articles of association

If the company name, purpose, seat or capital changes, the company receives new articles of association. By default we use the Firmbase standard articles, which replace the previous version entirely. If your articles contain special rights or obligations of the members or shareholders that should remain, we continue with your own articles on request: we review them, incorporate the change and, if they exist only as a PDF, convert them into an editable version.

Special projects

Some projects need more than the standard documents: a capital increase in a foreign currency or with several share classes, or a capital increase with a contribution in kind. We clarify with you what your company needs, prepare an individual quote and accompany the change until it is entered.

Meeting with formal notice

In the standard case the resolution is passed at a universal meeting: every member or shareholder is represented under a power of attorney that we prepare. This removes the need for a formal notice and notice periods, and the notarisation can take place as soon as the powers of attorney are signed.

If not everyone involved can grant a power of attorney, the meeting is convened formally. The statutory notice period is 20 days for both a GmbH and an AG unless the articles provide otherwise. We accompany such a meeting too, align the notarisation with it and quote this support individually.

Scope of services and prices

Prices of the changes
Service	Price excl. VAT
Changes with notarisationprice per notarial deed
Company name	CHF 497
Purpose	CHF 497
Legal seat	CHF 497
Changes without notarisationprice per filing
Address	CHF 147
Officers and signing authority	CHF 147
Auditor	CHF 147
Transferring GmbH sharesGmbH only
Transfer of GmbH shares, on its own or in addition to other changes	CHF 297
Capital
Ordinary capital increase with a cash contribution	CHF 1'497
Ordinary capital increase with a contribution in kind	individual quote
Paying in remaining share capital (AG only)	CHF 1'197
Capital band (AG only)	CHF 1'197
Capital reduction	individual quote

All prices excl. VAT. If opting out or electing an auditor requires an amendment of the articles, the price with notarisation applies.

Several changes in one order. You record all changes together and pay per notarial deed or per filing. Whatever belongs in the same deed is charged once, including a change that would not need a notary on its own: if you change the company name and purpose and appoint a new managing director at the same time, you pay CHF 497 excl. VAT once. The exceptions are the capital increase, whose price includes the other changes in the same deed, and the transfer of GmbH shares, which is added to the price of the other changes.

Included

Resolutions, articles of association, powers of attorney, acceptance declarations and filing
for changes with notarisation: draft of the public deed, organisation and coordination of the notarisation, notary fees
Submission to the commercial register office
for a transfer of GmbH shares: assignment agreement and update of the share register
Free advice and professional support

Not included

Commercial register office fees
Bank fees
Certification of signatures
Cost of an audit confirmation where the law requires one, for example for a contribution in kind

We guarantee the entry in the commercial register. If the office rejects the filing, we correct the documents free of charge, with a supplementary notarisation if necessary.

Frequently asked questions

That depends on when all signatures are available, for the name, purpose and seat also on the date of the notarisation, and on how quickly the commercial register office at the company's seat reviews the filing.

An entry takes effect when it is published in the Swiss Official Gazette of Commerce (SOGC). From then on, nobody can claim not to have known the registered fact. Before that, the company can rely on a change that must be registered, such as the departure of a person with signing authority, against a third party only if it proves that the third party knew of it.

Usually not. In the standard case the notarisation takes place as a universal meeting at which every member or shareholder is represented under a power of attorney; we prepare the powers of attorney, and you sign them together with the other documents. If the law requires a board member or managing director to be present for a resolution, we agree the procedure with you.

The filing with the commercial register office is signed by persons with signing authority for the company, as their signing authority is registered. On paper these signatures must be certified unless the office has already received them certified for the same company; a filing with a qualified electronic signature needs no certification. A person who receives signing authority has their signature certified, on paper or electronically, and lodges it with the office. Certification costs are not included in our price.

The commercial register office charges a fee for every entry under the federal fee ordinance; the amount depends on the type of entry, and it is not included in our price. The office invoices the company directly. Private companies regularly send invoices that look like those of the commercial register office. You do not have to pay these invoices. If the purpose, seat, name or officers change at the same time, the commercial register office may request the signed annual accounts to rule out the transfer of an over-indebted company without business activity. The fees are CHF 30 for the new address, CHF 200 for an amendment of the articles and CHF 70 for a change of member in a GmbH. Registered personal details or functions cost CHF 20 per person; signing authority costs CHF 20 per person. Any outlays are additional.

The register shows the surname, at least one first name, the place of origin or, for foreign nationals, the nationality, the municipality of residence or, for residents abroad, the place and country, the function and the type of signing authority. The home address does not appear. The office records the date of birth and the identity document number for identification but does not publish them; the AHV number is not public.

The company files the deletion; the person who has left can also file their own deletion. If the only person who can represent the company and lives in Switzerland leaves, a successor is needed: a member of the board of directors or a director for an AG, a managing director or a director for a GmbH. If this deficiency persists, the commercial register office sets a deadline and then refers the matter to the court.

Yes, every change to a registered fact must be entered in the commercial register. There is no general deadline, but the law sets individual ones, for example six months for filing a capital increase. If the office finds that an entry is no longer correct, it asks the company to file within a deadline, then makes the entry ex officio and can impose an administrative fine; the company and the persons obliged to file bear the costs of this procedure.