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- Art. 3 FC
- Art. 5a FC
- Art. 6 FC
- Art. 13 FC
- Art. 10 FC
- Art. 16 FC
- Art. 17 FC
- Art. 20 FC
- Art. 22 FC
- Art. 29a FC
- Art. 30 FC
- Art. 32 FC
- Art. 42 FC
- Art. 43 FC
- Art. 43a FC
- Art. 55 FC
- Art. 56 FC
- Art. 60 FC
- Art. 68 FC
- Art. 75b FC
- Art. 77 FC
- Art. 96 para. 2 lit. a FC
- Art. 110 FC
- Art. 117a FC
- Art. 118 FC
- Art. 123b FC
- Art. 136 FC
- Art. 166 FC
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- Art. 11 CO
- Art. 12 CO
- Art. 50 CO
- Art. 51 CO
- Art. 84 CO
- Art. 97 CO
- Art. 98 CO
- Art. 99 CO
- Art. 100 CO
- Art. 143 CO
- Art. 144 CO
- Art. 145 CO
- Art. 146 CO
- Art. 147 CO
- Art. 148 CO
- Art. 149 CO
- Art. 150 CO
- Art. 701 CO
- Art. 715 CO
- Art. 715a CO
- Art. 734f CO
- Art. 785 CO
- Art. 786 CO
- Art. 787 CO
- Art. 788 CO
- Transitional provisions to the revision of the Stock Corporation Act of June 19, 2020
- Art. 808c CO
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- Art. 2 PRA
- Art. 3 PRA
- Art. 4 PRA
- Art. 6 PRA
- Art. 10 PRA
- Art. 10a PRA
- Art. 11 PRA
- Art. 12 PRA
- Art. 13 PRA
- Art. 14 PRA
- Art. 15 PRA
- Art. 16 PRA
- Art. 17 PRA
- Art. 19 PRA
- Art. 20 PRA
- Art. 21 PRA
- Art. 22 PRA
- Art. 23 PRA
- Art. 24 PRA
- Art. 25 PRA
- Art. 26 PRA
- Art. 27 PRA
- Art. 29 PRA
- Art. 30 PRA
- Art. 31 PRA
- Art. 32 PRA
- Art. 32a PRA
- Art. 33 PRA
- Art. 34 PRA
- Art. 35 PRA
- Art. 36 PRA
- Art. 37 PRA
- Art. 38 PRA
- Art. 39 PRA
- Art. 40 PRA
- Art. 41 PRA
- Art. 42 PRA
- Art. 43 PRA
- Art. 44 PRA
- Art. 45 PRA
- Art. 46 PRA
- Art. 47 PRA
- Art. 48 PRA
- Art. 49 PRA
- Art. 50 PRA
- Art. 51 PRA
- Art. 52 PRA
- Art. 53 PRA
- Art. 54 PRA
- Art. 55 PRA
- Art. 56 PRA
- Art. 57 PRA
- Art. 58 PRA
- Art. 59a PRA
- Art. 59b PRA
- Art. 59c PRA
- Art. 62 PRA
- Art. 63 PRA
- Art. 67 PRA
- Art. 67a PRA
- Art. 67b PRA
- Art. 73 PRA
- Art. 73a PRA
- Art. 75 PRA
- Art. 75a PRA
- Art. 76 PRA
- Art. 76a PRA
- Art. 90 PRA
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- Vorb. zu Art. 1 FADP
- Art. 1 FADP
- Art. 2 FADP
- Art. 3 FADP
- Art. 5 lit. d FADP
- Art. 5 lit. f und g FADP
- Art. 6 para. 3-5 FADP
- Art. 6 Abs. 6 and 7 FADP
- Art. 7 FADP
- Art. 10 FADP
- Art. 11 FADP
- Art. 12 FADP
- Art. 14 FADP
- Art. 15 FADP
- Art. 19 FADP
- Art. 20 FADP
- Art. 22 FADP
- Art. 23 FADP
- Art. 25 FADP
- Art. 26 FADP
- Art. 27 FADP
- Art. 31 para. 2 lit. e FADP
- Art. 33 FADP
- Art. 34 FADP
- Art. 35 FADP
- Art. 38 FADP
- Art. 39 FADP
- Art. 40 FADP
- Art. 41 FADP
- Art. 42 FADP
- Art. 43 FADP
- Art. 44 FADP
- Art. 44a FADP
- Art. 45 FADP
- Art. 46 FADP
- Art. 47 FADP
- Art. 47a FADP
- Art. 48 FADP
- Art. 49 FADP
- Art. 50 FADP
- Art. 51 FADP
- Art. 54 FADP
- Art. 57 FADP
- Art. 58 FADP
- Art. 60 FADP
- Art. 61 FADP
- Art. 62 FADP
- Art. 63 FADP
- Art. 64 FADP
- Art. 65 FADP
- Art. 66 FADP
- Art. 67 FADP
- Art. 69 FADP
- Art. 72 FADP
- Art. 72a FADP
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- Art. 2 CCC (Convention on Cybercrime)
- Art. 3 CCC (Convention on Cybercrime)
- Art. 4 CCC (Convention on Cybercrime)
- Art. 5 CCC (Convention on Cybercrime)
- Art. 6 CCC (Convention on Cybercrime)
- Art. 7 CCC (Convention on Cybercrime)
- Art. 8 CCC (Convention on Cybercrime)
- Art. 9 CCC (Convention on Cybercrime)
- Art. 11 CCC (Convention on Cybercrime)
- Art. 12 CCC (Convention on Cybercrime)
- Art. 25 CCC (Convention on Cybercrime)
- Art. 29 CCC (Convention on Cybercrime)
- Art. 32 CCC (Convention on Cybercrime)
- Art. 33 CCC (Convention on Cybercrime)
- Art. 34 CCC (Convention on Cybercrime)
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- Art. 2 para. 1 AMLA
- Art. 2a para. 1-2 and 4-5 AMLA
- Art. 3 AMLA
- Art. 7a AMLA
- Art. 8 AMLA
- Art. 8a AMLA
- Art. 14 AMLA
- Art. 15 AMLA
- Art. 20 AMLA
- Art. 23 AMLA
- Art. 24 AMLA
- Art. 24a AMLA
- Art. 25 AMLA
- Art. 26 AMLA
- Art. 26a AMLA
- Art. 27 AMLA
- Art. 28 AMLA
- Art. 29 AMLA
- Art. 29b AMLA
- Art. 30 AMLA
- Art. 31 AMLA
- Art. 31a AMLA
- Art. 32 AMLA
- Art. 38 AMLA
FEDERAL CONSTITUTION
MEDICAL DEVICES ORDINANCE
CODE OF OBLIGATIONS
FEDERAL LAW ON PRIVATE INTERNATIONAL LAW
LUGANO CONVENTION
CODE OF CRIMINAL PROCEDURE
CIVIL PROCEDURE CODE
FEDERAL ACT ON POLITICAL RIGHTS
CIVIL CODE
FEDERAL ACT ON CARTELS AND OTHER RESTRAINTS OF COMPETITION
FEDERAL ACT ON INTERNATIONAL MUTUAL ASSISTANCE IN CRIMINAL MATTERS
DEBT ENFORCEMENT AND BANKRUPTCY ACT
FEDERAL ACT ON DATA PROTECTION
SWISS CRIMINAL CODE
CYBERCRIME CONVENTION
COMMERCIAL REGISTER ORDINANCE
FEDERAL ACT ON COMBATING MONEY LAUNDERING AND TERRORIST FINANCING
- I. General
- II. Registered details
- III. Additional information in the case of qualified formation (para. 2)
- Bibliography
- Materials
I. General
1 The successful application and registration of the newly founded company limited by shares results in the publicly accessible (N. 2) entry in the Commercial Register. Art. 45 CRO specifies the essential content of the register entry for a public limited company. The information is important for the initial entry when the company is founded (see para. 1 lit. a), but is also relevant if entered facts change later (see Art. 933 para. 1 CO) or new facts requiring entry are added, for example if an auditor has to be appointed.
2 The facts entered in the commercial register and the underlying documents submitted to the Commercial Register Office, together with the application, are for the most part publicly accessible or retrievable (Art. 936 para. 1 CO; but see Art. 10, Art. 24b and Art. 119 para. 1 CRO). The information is not only visible in the commercial register, but is also published in advance in the Swiss Official Gazette of Commerce (SOGC) (see Art. 936a para. 1 sentence 1 CO). By publishing the registered facts, the commercial register fulfills its primary function of publicity.
3 The catalog of information to be entered in the commercial register pursuant to Art. 45 CRO includes a number of facts that only lead to an entry if the company makes use of the corresponding option ("if", "in the case of", "insofar as" or "in the event of").
4 Pursuant to Art. 30 para. 1 CRO, additional facts may be entered in the commercial register upon request if the entry corresponds to the purpose of the commercial register and there is a public interest in disclosure. However, this provision is only used very sparingly in practice.
5 Entry in the commercial register is usually based on an application (application principle; Art. 929 para. 2 sentence 1 CO).
6 The commercial register office at the company's formal registered office is responsible for the entry (Art. 640 CO). In principle, the formal registered office can be freely chosen. The public notarization of the act of incorporation (Art. 629 para. 1 CO) does not have to be carried out in the canton where the company has its registered office.
7 The entry is made in the official cantonal language of the application (see Art. 16 para. 4 CRO), and in German or Italian for applications in Romansh (Art. 29 CRO).
8 Upon entry in the commercial register, the newly founded company limited by shares acquires legal personality ("constitutive effect"; Art. 643 para. 1 CO; Art. 52 para. 1 CC). The right of personality is acquired with the registration even if not all requirements for registration have been met ("curative effect"; Art. 643 para. 2 CO).
II. Registered details
A. Formation of a company limited by shares (para. 1 lit. a)
9 The entry must first state the fact that the newly formed legal entity is a company limited by shares (see para. 1 lit. a). For the notification in the Swiss Official Gazette of Commerce, it is essential to recognize that it is not a mutation, but the new registration of the company. The usual reference in the publication text is "public limited company (new registration)".
B. Company name and company identification number (para. 1 lit. b)
10 The company name and the company identification number (para. 1 lit. b) serve to clearly identify the company limited by shares. Every company limited by shares is recorded in the central database of legal entities operated by the Federal Office of the Commercial Register (formerly the Central Register; see Art. 928b CO).
11 The company name must meet the legal requirements and must be stated in the articles of association (Art. 626 para. 1 no. 1 CO). Subject to the general principles of company formation (see Art. 944-954 CO), the company limited by shares may freely choose its company name (Art. 950 para. 1 sentence 1 CO). Any translations of the company name must also be mentioned. The company name of a public limited company must be clearly distinguishable from all companies of commercial companies and cooperatives already registered in Switzerland (Art. 951 CO).
12 The company name must state the legal form in one of the national languages of the Swiss Confederation (optionally also in English) (Art. 950 para. 1 sentence 2 CO), either in abbreviated form (in German "AG", in the other national languages "SA" [Art. 950 para. 2 CO in conjunction with Art. 116a para. 2 and Annex 2 CRO], in English "LTD", "INC" or "CORP") or written out in full ("Aktiengesellschaft" in German, "Société anonyme" in French, "Società anonima" in Italian, "Societad anonima" in Romansh and "Limited" or "[In-]Corporation" in English). Upper and lower case letters are permitted. The placement of the legal form within the company name is not prescribed; links to the full legal form are also permitted.
13 The Commercial Register Office examines the legality of the company formation, including the truth and clarity of the company name (see Art. 944 para. 1 CO), in principle with comprehensive cognizance (see Art. 955 CO), but excluding the risk of confusion with existing similar companies, which must be assessed by the courts upon complaint (see Art. 956 CO). The Federal Office for the Commercial Register is responsible for checking the identity of the company.
14 Like all legal entities entered in the commercial register (see Art. 930 CO), the newly established company limited by shares is assigned a company identification number ("UID") when it is founded, namely when it is entered in the daily register (Art. 116 para. 1 CRO). Based on this entry by the cantonal commercial register office, the data from the commercial register is adopted unchanged (Art. 9 para. 3 UIDG). The UID permanently identifies the company and is unchangeable (Art. 116 para. 2 CRO). It is shown in the commercial register as the "company number".
C. Registered office and legal domicile (para. 1 lit. c)
15 The registered office and legal domicile are also mentioned in the entry (para. 1 lic. c). Like the company name, the registered office (political municipality, Art. 117 para. 1 CRO) is stated in the articles of association (Art. 626 para. 1 no. 1 CO). A link to the respective domicile of the Chairwoman of the Board of Directors ("floating domicile") is not permitted in the case of a public limited company.
16 The legal domicile is the address of the company at its registered office ("street, house number, zip code and place name"; Art. 2 lit. b and Art. 117 para. 2 sentence 1 CRO). The company must either have its own offices at its legal domicile or be allowed to use the address of a domicile holder ("c/o address", Art. 117 para. 3 CRO) (Art. 117 para. 2 sentence 2 CRO).
17 The voluntary registration of further addresses, for example a P.O. Box address or additional business addresses, is possible (Art. 117 para. 5 CRO).
D. Legal form (para. 1 lit. d)
18 The legal form mentioned in the entry (para. 1 lit. d, "public limited company") is already apparent from the information in para. 1 lit. a (N. 9) and from the company name (para. 1 lit. b; N. 11).
E. Date of the articles of association (para. 1 lit. e)
19 The date of the original articles of association (para. 1 lit. e) corresponds to the date of their establishment (Art. 629 para. 1 CO) and adoption by the founders (Art. 22 para. 1 lit. a CRO).
20 In the event of a subsequent amendment to the Articles of Association, the date is the date on which the General Meeting - or, exceptionally, the Board of Directors - decided to amend the Articles of Association (Art. 22 para. 1 lit. b CRO). A complete new version of the Articles of Association must be submitted to the Commercial Register Office (Art. 22 para. 3 CRO).
F. Limited duration (para. 1 lit. f)
21 It is extremely rare for the duration of the company to be limited in time in the articles of association (para. 1 lit. f; see Art. 736 para. 1 no. 1 CO). However, the establishment of the company for an indefinite period is not specifically mentioned in the entry.
G. Purpose of the company (para. 1 lit. g)
22 The purpose of the company must be mentioned in the articles of association (Art. 626 para. 1 no. 2 CO). The Commercial Register Office adopts the description of the purpose (para. 1 lit. g) unchanged and unabridged from the articles of association (Art. 118 para. 2 CRO). The company's field of activity must be clearly evident to third parties (Art. 118 para. 1 CRO).
H. Share capital and contributions (para. 1 lit. h)
23 With regard to the share capital, the commercial register states the amount (current total nominal value) and currency (CHF, EUR, GBP, JPY or USD) of the share capital and the contributions made to it (payment) as well as the number, nominal value and type of shares (para. 1 lit. h). Example (as published in the Swiss Official Gazette of Commerce): "Share capital: CHF 100,000.00. Share capital paid up: CHF 50,000.00. Shares: 90 registered shares at CHF 1,000.00 (ordinary shares) and 100 registered shares at CHF 100.00 (voting shares)."
24 According to the law, the same information must also be mentioned in the articles of association (Art. 626 para. 1 no. 3 and 4 CO). The entry in the commercial register can be based on this without taking into account the adjustment possibilities as a result of conditional capital or a capital band.
I. Voting shares (para. 1 lit. i)
25 According to Art. 693 para. 1 CO, the articles of association of the company limited by shares may determine the voting rights according to the number of shares irrespective of the nominal value and grant each share one vote. The voting shares must be fully paid-up registered shares (Art. 693 para. 2 sentence 1 CO).
26 The voting shares are also the subject of the entry in the commercial register (para. 1 lit. i). For this purpose, when stating the number and nominal value of the shares concerned ("share denomination"), it is sufficient to add the specification in brackets that the shares are voting shares (see the example in N. 23). The extent of the additional voting power can be derived from the nominal value of these shares compared to the nominal value of the ordinary shares.
J. Participation capital (para. 1 lit. j)
27 The company's articles of association may provide for participation capital (Art. 656a para. 1 sentence 1 CO). This may be created when the company is founded or as part of a capital increase (Art. 656a para. 4 CO). The currency must correspond to the share capital. The participation certificates are issued against a contribution and have a nominal value, but do not grant voting rights (Art. 656a para. 1 CO).
28 If participation capital is created, the entry in the commercial register must state the amount and currency of the participation capital and the contributions made to it, as well as the number, nominal value and type of participation certificates. Example: "Participation capital: CHF 50,000.00. Payment of participation capital: CHF 50,000.00. Participation certificates: 5,000 registered participation certificates at CHF 10.00."
K. Preferential rights (para. 1 lit. k)
29 Preference shares enjoy those privileges over ordinary shares (see Art. 656 para. 2 CO) that are expressly granted to them in the original articles of association or by amendment to the articles of association (Art. 656 para. 1 sentence 1 CO). In the case of preference shares or preferential participation certificates, the associated preferential rights must be summarized under "Remarks" in the commercial register (Art. 1 lit. k; example: "The preference shares grant preferential rights with regard to dividends, subscription to new shares and liquidation proceeds in accordance with the Articles of Association."). In addition, the shares concerned are designated as "preference shares" in brackets in the "Share denomination" (N. 26).
L. Transfer restrictions (para. 1 lit. l)
30 The articles of association may stipulate that the (registered) shares may only be transferred with the consent of the company (Art. 685a para. 1 CO). The same applies to participation certificates (Art. 656a para. 2 CO). If such a restriction on transferability (restriction on transferability) is provided for the shares or participation certificates, the commercial register entry must mention this fact in the "Remarks" with reference to the more detailed description in the articles of association (para. 1 lit. l; example: "The transferability of registered shares and registered participation certificates is restricted in accordance with the articles of association.").
M. Participation certificates (para. 1 lit. m)
31 The articles of association may provide for the creation of non-par value (Art. 657 para. 3 CO) participation certificates (Art. 657 para. 1 sentence 1 CO). This may entitle the beneficiaries to a share of the net profit or liquidation proceeds or to subscribe to new shares (Art. 657 para. 2 CO). Profit participation certificates may only be created in favor of the founders on the basis of the original articles of association (Art. 657 para. 5 CO).
32 If profit participation certificates are issued, their number and the associated rights must be specified not only in the articles of association (Art. 657 para. 1 sentence 2 CO), but also in the commercial register entry under the "Special facts" (para. 1 lit. m; example: "Profit participation certificates: 200 profit participation certificates with rights to a share in the balance sheet profit and liquidation proceeds as well as to the subscription of new shares in accordance with the articles of association.").
N. Board of Directors (para. 1 lit. n)
33 The members of the Board of Directors elected by the founding meeting are mentioned in the entry in the commercial register irrespective of their signing authority (para. 1 lit. n).
34 The personal details are based on Art. 119 para. 1 CRO: At least the family name and a first name, the place of origin or foreign nationality, the place of residence (political municipality) as well as the function (e.g. member or chairwoman of the board of directors), the type of signing authority (or lack thereof, "without signing authority") and the personal number of the central database of persons must be stated.
35 The internal data collection based on the copy of the ID card is carried out in accordance with Art. 24b CRO and also includes, for example, the date of birth and the ID card number.
36 The AHV number, the use of which is prescribed by the commercial register offices for the identification of natural persons (Art. 928c para. 1 CO), is not published (Art. 928c para. 2 and Art. 936 para. 1 sentence 3 CO; Art. 11 para. 6 UIDG; Art. 10 para. 1 lit. a CRO).
O. Authorized signatories (para. 1 lit. o)
37 In addition to the members of the Board of Directors and any other governing bodies - whether with or without signing authority - the entry in the commercial register also includes the other persons authorized to represent the company (para. 1 lit. o), provided they have been notified to the commercial register office.
38 The same applies to the personal details as for the members of the Board of Directors (N. 34). Certain special functions may be mentioned (e.g. member of the management or director).
P. Waiver of audit (para. 1 lit. p)
39 If the company does not conduct a regular (N. 42) ordinary or limited audit, this circumstance (opting out) must be mentioned in the entry under "Remarks".
40 Under the currently applicable law, the date of the declaration of the Board of Directors pursuant to Art. 62 para. 2 CRO must also be stated (example: "According to the declaration of 10.05.2024, the limited audit was waived."). If the limited audit is waived at the time of incorporation, the date of the act of incorporation is decisive. As part of the implementation of the Federal Act on Combating Abusive Bankruptcy, from the beginning of 2025, the date of the beginning of the financial year from which the waiver applies must be stated in the waiver - instead of the date of the declaration by the Board of Directors (see Art. 45 para. 1 lit. p and Art. 62 para. 2 revHRegV). The background to this is that the waiver of the limited audit (opting out) can now only be decided for future financial years (Art. 727a para. 2 revOR).
Q. Auditors (para. 1 lit. q)
41 If the company carries out a regular (N. 42) ordinary or limited audit, the chosen auditors must be stated in the entry in the commercial register (para. 1 lit. q). Several auditors may also be elected and entered in the commercial register (see Art. 730 para. 2 CO). The function is uniformly stated as "Auditors"; the form of the audit (ordinary or limited) is not specified, but the function may refer to the limited scope of duties of an additional auditor (example: "Auditors with a limited mandate to audit capital increases").
42 An auditor may only be entered in the commercial register if it carries out an ordinary or limited audit in accordance with the law (cf. Art. 728-729c CO) (cf. Art. 61 para. 1 CRO).
43 The Commercial Register Office must verify the approval of the auditors (cf. Art. 727b f. CO) by inspecting the register of the Federal Audit Oversight Authority (cf. <https://www.rab-asr.ch/#/publicregister>) (Art. 61 para. 2 CRO).
44 The registered details of the auditors are based on Art. 119 para. 3 CRO (company name, UID, registered office and function "auditors"). The type of approval of the auditors is not specified (Art. 121 CRO). If circumstances give the appearance of dependence (see Art. 728 and 729 CO on the requirements for independence), the Commercial Register Office must refuse registration (Art. 61 para. 3 CRO).
R. Publication medium (para. 1 lit. r)
45 Under "organ of publication", the entry in the register also mentions the statutory organ of publication - i.e. the Swiss Official Gazette of Commerce ("SOGC", Art. 936a para. 2 CO) - as well as any additional organs of publication on a statutory basis (para. 1 lit. r).
S. Notifications to shareholders (para. 1 lit. s)
46 The articles of association of the company limited by shares must contain a provision on the form of notifications by the company to its shareholders (Art. 626 para. 1 no. 7 CO). This form of notification provided for in the articles of association must also be mentioned in the commercial register under "Remarks" (para. 1 lit. s; example: "Notifications to shareholders shall be made by letter or in electronic form to the addresses recorded in the share register.").
T. Reason for bearer shares (para. 1 lit. t)
47 Bearer shares are only permitted to a limited extent: The company must have equity securities listed on a stock exchange, or the bearer shares must be structured as intermediated securities and deposited with a Swiss depositary or entered in the main register (Art. 622 para. 1bis CO).
48 The relevant reason for the admissibility of the bearer shares is formally examined by the commercial register office and forms part of the register entry (see Art. 622 para. 2bis CO). Consequently, the fact that the company has listed equity securities on a stock exchange or that all bearer shares are structured as intermediated securities must be mentioned (para. 1 lit. t).
U. Arbitration clause (para. 1 lit. u)
49 The articles of association may provide that disputes under company law are to be decided by an arbitration tribunal domiciled in Switzerland (Art. 697n para. 1 sentence 1 CO; on the quorum required for the introduction of the provision in the articles of association Art. 704 para. 1 no. 14 CO).
50 If such an arbitration clause exists, the entry in the commercial register must include a corresponding reference to the articles of association (para. 1 lit. u; example: "Arbitration clause as further described in the articles of association."). This transparency is important because, in the absence of a provision to the contrary in the articles of association, the arbitration clause binds not only the company and its governing bodies and members, but also the shareholders (Art. 697n para. 1 sentence 2 CO).
III. Additional information in the case of qualified formation (para. 2)
51 If there are contributions in kind, offsetting facts or special benefits, some additional facts must be listed in the commercial register entry under the "qualified" or "special facts" (para. 2). Creditors of the company may have an interest in this.
A. Contribution in kind (para. 2 lit. a)
52 The articles of association must state the object and its valuation (total value), the name of the contributor as well as the shares issued in return and other consideration paid by the company (Art. 634 para. 4 sentence 1 CO).
53 The contribution in kind must also be mentioned in the commercial register entry, stating the date of the contribution in kind agreement, the object of the contribution in kind and the shares issued in return (para. 2 lit. a; example: "Qualified facts: Contribution in kind: The company acquires various building materials upon formation in accordance with the agreement [with inventory list] dated 23.01.2024 [...], for which 100,000 fully paid-up registered shares at CHF 1.00 are issued.").
54 Any further consideration by the company, namely due to a credited claim of the depositor, must be mentioned in the Articles of Association (see Art. 634 para. 4 sentence 1 CO), but is not subject to publication in the commercial register (see n. 60).
55 The provisions of the articles of association on contributions in kind can be repealed by the general meeting after ten years (Art. 634 para. 4 sentence 2 CO). Based on this, the corresponding entry in the commercial register is also deleted.
B. Acquisitions in kind
56 Since the revision of company law in 2020, "certain" and merely "intended" acquisitions in kind (Art. 628 para. 2 CO) no longer have to be listed in the commercial register (stating the date of the [possible] contract, the object and the [maximum] consideration of the company). Para. 2 lit. b has therefore been deleted.
C. Offsetting (para. 2 lit. c)
57 In the case of offsetting, the articles of association must state the amount of the claim to be offset, the name of the shareholder and the shares to which it is entitled (Art. 634a para. 3 sentence 1 CO). In the commercial register, the offsetting of claims is mentioned, stating the amount of the claim to be offset and the number of shares issued in return (para. 2 lit. c; example: "Qualifying facts: Offsetting: The company offsets a claim in the amount of CHF 50,000.00 at the time of formation, for which 50,000 registered shares at CHF 1.00 are issued.").
D. Special advantages (para. 2 lit. d)
58 If special benefits are granted, the content and value of the special benefits must be disclosed in the commercial register with reference to the more detailed description in the articles of association (para. 2 lit. d; example: "Qualifying facts: special benefits: There are special advantages in favor of the persons named in the Articles of Association that are described in more detail in the Articles of Association in the form of the granting of two third-party pledges to secure loan receivables with a total value of CHF 758,250.00").
E. Mixed contributions in kind/acquisitions in kind
59 Para. 3, which has since been deleted, dealt with the case of a "contribution in kind whose imputed value exceeds the contribution obligation and for which the company grants a consideration in addition to the shares issued". An acquisition in kind had to be entered in the commercial register to the extent of this consideration. The depositor not only receives shares, but is also entitled to a claim against the company. This was referred to as a mixed contribution in kind/acquisition in kind.
60 While acquisitions in kind ceased to be facts subject to publication with the 2020 revision of company law (n. 56), the transaction described is still to be treated as a contribution in kind (n. 52 f.). The additional consideration of the company ("contribution in kind with further consideration") is subject to the articles of association (Art. 634 para. 4 sentence 1 CO), but not to commercial register publication (N. 54)
Bibliography
Meisterhans Clemens/Gwelessiani Michael, Praxiskommentar zur Handelsregisterverordnung, 4. Aufl., Zürich/Basel/Genf 2021.
Scotoni Fabio Enrico Renzo, Personalien im Handelsregister: Der Name, REPRAX 2/2023, S. 85–101.
Siffert Rino/Turin Nicholas (Hrsg.), Handelsregisterverordnung (HRegV), Stämpflis Handkommentar, Bern 2013 (zit. SHK-Autor/Autorin).
Vogel Alexander, HRegV Kommentar, Orell Füssli Kommentar, 2. Aufl., Zürich 2023.
Zihler Florian/Krähenbühl Samuel, Zeichnungsberechtigungen und Funktionen in der handelsregisterrechtlichen Praxis, Status quo und Vorschlag zur Entschlackung, REPRAX 3/2010, S. 53–90.
Materials
Eidgenössisches Amt für das Handelsregister, Statutenbestimmungen nach neuem Aktienrecht – eine Auswahl, REPRAX 4/2023, S. 273–277 (zit. «EHRA, REPRAX 4/2023»).
Eidgenössisches Amt für das Handelsregister, Anleitung und Weisung an die Handelsregisterbehörden für die Bildung und Prüfung von Firmen und Namen vom 1.4.2021 (zit. «EHRA-Weisung Firmen»).
Eidgenössisches Amt für das Handelsregister, Interne Weisung zur Prüfung der Firmenidentität vom 1.4. 2021 (zit. «EHRA-Weisung Firmenidentität»).
Eidgenössisches Amt für das Handelsregister, Faktenblätter zum neuen Aktienrecht, REPRAX 4/2022, S. 151–176 (zit. «Faktenblätter EHRA»).
Eidgenössisches Amt für das Handelsregister, Praxismitteilung 1/08 vom 17.10.2008 (zit. «Praxismitteilung EHRA 1/08»).
Eidgenössisches Amt für das Handelsregister, Fragen im Zusammenhang mit dem Inkrafttreten des neuen Aktienrechts, Praxismitteilung 1/23 vom 21.3.2023 (zit. «Praxismitteilung EHRA 1/23»).