krfacts November Edition 2020 Revision of the Commercial Register Law: New Regulations from January 1, 2021

With effect on January 1, 2021, the Swiss Commercial Register Law will be revised and modernized. The revision will bring administrative relief for companies and streamline the regulations. The aim is also to improve the quality and timeliness of the personal data held in the Commercial Register. The new regulations will lead to changes in the Commercial Register Law in the Swiss Code of Obligations (OR), in the Commercial Register Ordinance (HRegV) and to a new Ordinance on Fees for the Commercial Register (GebV-HReg).

In the following we highlight the most important changes.

• In addition to the entries on the Internet (as previously available at www.zefix.ch), the statutes and foundation deeds are now also available free of charge. Additional documents and applications can be viewed at the respective commercial registry office or can be made available by them via the Internet (as is already the case in some cantons).
• Up to now the personal data is stored decentrally at the respective cantonal commercial regis-ter offices. It was therefore not possible to obtain an overview of who is entered in the commercial register, in which function and with which signatory authority at which legal entity. When the changes come into effect, the AHV insurance number will be used in the commercial register to identify natural persons, but this number is not public and is only intended for authorities. However, there is now a central database "Persons", where each person receives a personal number, which is entered in the commercial register. This will make it possible to search for persons throughout Switzerland in the future.
• The circle of persons admitted to file an application will be extended. In the case of legal entities, for example, it is no longer only the members of the highest management or administrative body who are authorized to file an application, but every person authorized to sign for the legal entity concerned in accordance with his or her authority to sign. Now, registration can also be carried out by an authorized third party (e.g. lawyers, notaries). The power of attorney of a third party must be signed by one or more members of the highest management and administrative body in accordance with their authority to sign and must be enclosed with the application.
• The so-called "Stampa declaration" will be abolished as a separate document and the corresponding declaration must now be recorded in the public deed.
• The purpose of a company must now be reproduced unchanged and in full in accordance with the articles of association in the commercial register. Up to now, the commercial register offices could make edits at their own discretion.
• The correction of incorrect entries and the entry of supplements to incomplete entries is now based on a legal basis in the HRegV.
• Register suspension will in future only be based on the Code of Civil Procedure in the form of a precautionary measure. According to this, registration authorities (e.g. the Commercial Register Office) can be instructed as a precautionary measure to perform a certain action or entry or to refrain from doing so for the time being. This leads to a relief of the commercial register authorities.
• In the future, the cost recovery and equivalence principle will apply without restriction to the commercial register. This principle stipulates that the total amount of the levies levied may not exceed the total costs of the community for the administrative branch or institution concerned, or may only slightly exceed them. In order to comply with these requirements, the fees are reduced by about one third.

Our specialists will be happy to answer any questions you may have regarding commercial register transactions.