Receipts for the new registration of a limited liability company
In the registration, the company to be registered is to be given, stating the company, seat (political municipality), legal domicile
(Street, house number, postcode and town) to be clearly identified. For the details can refer to the attached
and references to the documents to be listed in the registration. The registration must be carried out by two managing directors or by
signed by a managing director with a single signature (Art. 17 Para. 1 lit. c HRegV). In addition, the signatures of all other persons with authority to sign (managing directors, directors, authorized signatories, etc.) must be attached or
to be submitted on separate signature sheets (Art. 21 Para. 1 HRegV). All signatures are officially certified
(Art. 18 Para. 2 and 21 Para. 1 and 3 HRegV). Upon request, the registration will be issued by the commercial register office.
2. Public deed on the constitutional act
The public deed for the establishment of the GmbH must meet the requirements of Art. 777 - 777c OR and Art. 72 HRegV
3. Articles of Association
The statutes must be officially authenticated by the notary or become an integral part of the
public deed must have been declared on the establishment (Art. 777b, Paragraph 2, Item 1 OR).
4. Declarations of acceptance of the election by the managing directors and the statutory auditors
If the founders have elected managing directors, their original handwritten declarations of acceptance of the election must be submitted (Art. 71 Para. 1 lit. c HRegV).
If the company does not waive the audit, the original handwritten declaration of acceptance of the election must be submitted to the statutory auditor (Art. 71 Para. 1 lit. d HRegV).
5. Minutes of the election of the chairman of the management board and the determination of the authorized signatories
If according to the statutes, the managing directors to determine their chairman and the persons authorized to sign
are responsible, the corresponding minutes of the managing director's resolution must be submitted (Art. 71 Para. 1 lit. e and f
HRegV). The minutes can be as full minutes signed in the original handwritten by the chairman and the secretary of this meeting, as an extract from the minutes signed by the persons mentioned, or as officially certified
A photocopy must be submitted (Art. 20 Paragraph 1, 23 Paragraph 2 HRegV). or, if signed in the original handwritten by all managing directors, as a circular resolution (also as a registration; Art. 23 para. 2 and 3 HRegV).
Unless otherwise stipulated in the statutes, the founders are responsible for electing the chairman of the management board and determining who is authorized to sign (Art. 809 Paragraph 3, 804 Paragraph 3, 814 Paragraph 2
OR). In this case, the corresponding resolution can be included in the public deed of establishment.
6. Bank certificate for the deposit of cash deposits
If the share capital is paid in cash, a separate certificate must be submitted, from which it can be seen at
which bank the deposits have been made, unless the bank is named in the public deed
(Art. 71 para. 1 lit. g HRegV).
7. Identification of trading companies and legal persons
About trading companies and legal entities that are involved in the limited liability company and
who are based outside of Switzerland is an extract from the foreign commercial register (by the competent
Office at the place of registration of the main place of business as of the most recent date) and, if such is not available
is to provide an equivalent document about their legal validity (Art. 24 Paragraph 2, 25 Paragraph 1 HRegV).
8. Stampa declaration and Lex Friedrich declaration
The Stampa declaration is the declaration of the founders, according to which there are no other contributions in kind, acquisitions in kind, offsetting facts or special advantages than those mentioned in the founding documents (Art. 71 Para. 1 lit. i
5240mb01 New entry of documents GmbH / December 21, 2010 Commercial Register Office of the Canton of Zurich
HRegV). The Lex Friedrich Declaration serves to clarify the question of whether a company within the meaning of Art. 18 Para. 1 and 2
of the Federal Act on the Acquisition of Land by Persons Abroad is to be referred to the licensing authority. Both documents must be signed in their original handwriting by the person registering. The commercial registry office of the Canton of Zurich provides the relevant forms.
9. Contribution in kind and acquisition contracts, takeover balances, inventory lists
In the case of a foundation with contributions in kind or acquisitions in kind, contribution in kind contracts, if any, must be submitted (Art. 777c para. 2 in conjunction with Art. 631 para. 2 clauses 5 and 6 OR, 71 para. 3, 43 para. 3 HRegV) .
If the capital is paid in through the contribution of a business or part of a business or if the company is to take over a business or part of a business from shareholders or persons closely related to them, this is the case
Submit the takeover balance sheet (final or interim balance sheet of the business taken over) or the partial takeover balance sheet.
Should the share capital be paid in through the contribution of a material entity or the company of shareholders
or take over a set of facts from these closely related persons, a signed and dated inventory list in which the objects placed or taken over are individually listed and assessed must be submitted.
The documents mentioned must be submitted in the original or as certified copies.
10. Founding report
In the case of a foundation with contributions in kind, acquisitions in kind, offsetting facts or special advantages, one of
all founders or their representatives signed the founding report in the original handwritten within the meaning of Art. 635 OR
to be submitted (Art. 71 Para. 3 in conjunction with Art. 43 Para. 3 lit. c HRegV).
11. Examination confirmation
Under the prerequisites mentioned in section 10, an unreserved audit confirmation from a state-regulated audit company, an approved audit expert or an approved auditor within the meaning of Art.
635a OR (Art. 71 Para. 3 in conjunction with Art. 43 Para. 3 lit. d HRegV).
12. Declaration regarding legal domicile
The commercial register office must be informed whether the company has a legal domicile at the address to be entered (Art. 117 Para. 1 in conjunction with Art. 2 lit. c HRegV). According to Art. 2 lit. c HRegV, this is an address under which
the limited liability company can be reached at its registered office, for example a pub, through which the company is located
can actually dispose of a legal title (e.g. property, rent, sublease, etc.) which is the center of their
forms administrative activity and where notifications of all kinds can be sent to it (see BGE 100 Ib 455 E. 4). are
does not meet these requirements, there is a c / o address. In this case, the domicile holder is also responsible
Register the domicile holder and submit his or her written declaration that he or she is granting the company legal domicile at the specified address (Art. 71 Para. 1 lit. h in conjunction with Art. 117 Para. 3 and Art. 2 lit. c HRegV ).
13. Documents relating to geographical names in the company
To check the admissibility of national, territorial and regional names in the company name (e.g.
"Switzerland", "International", "Worldwide") any additional information documents must be submitted to the commercial register office, which in particular provide information about the organization, group relationships, shareholder composition and the geographic area of activity of the company.
14. License from the Swiss Financial Market Supervisory Authority (FINMA)
A bank requires a license from FINMA in order to commence business activities; it may not be entered in the commercial register before this authorization has been granted (Art. 3 Para. 1 of the Federal Act on Banks and Savings Banks).
Foreign-language documents must always be accompanied by a certified translation (Art. 20 Para. 3 HRegV). Translations are only recognized by qualified translators (e.g. official translators, qualified interpreters) (for details see the leaflet “Formal requirements for commercial register documents”).