A change of address only affects the business address within the same municipality and can be resolved by the board of directors. A transfer of the registered office involves relocating the legal seat to another municipality and requires a shareholders’ resolution, an amendment of the articles and a public deed.
Introduction
When a company relocates, it is essential to distinguish whether this involves a mere change of address within the same municipality or a transfer of the legal registered office to another municipality. This distinction is not only linguistic but also legally significant.
While a change of address is relatively straightforward, a transfer of the registered office requires an amendment of the articles of association, which is only valid with a shareholders’ resolution and a public deed.
Table of Contents
- Change of address: Address change without amendment of the articles
- Transfer of registered office: Shareholders’ resolution and public deed
- Documents required for Commercial Register filing
- Specifics when transferring the registered office to another canton
- Support by Konsento
- Conclusion
Change of address: Address change without amendment of the articles
A change of address occurs when a company moves within the same municipality, for example when relocating to a new office building. The legal registered office remains unchanged, meaning no amendment of the articles of association is required.
The board of directors is responsible for approving the change and filing it with the Commercial Register. No notarisation is required.
Typically, the following documents are sufficient:
- a simple written application to the Commercial Register
- where applicable, a declaration of domicile acceptance if a c/o address is used
Transfer of registered office: Shareholders’ resolution and public deed
If the legal registered office is transferred from one municipality to another, this constitutes a transfer of the registered office. Since the registered office must be stated in the articles of association, this requires an amendment.
Amendments to the articles fall within the non-transferable powers of the shareholders’ meeting (Art. 698 para. 2 no. 1 CO). Therefore, the shareholders’ meeting must approve the transfer.
However, the resolution alone is not sufficient. It must be recorded in the form of a public deed, i.e. notarised (Art. 647 CO in conjunction with Art. 25 CommRegO).
Only with this document and the updated certified articles can the application be filed with the Commercial Register.
Documents required for Commercial Register filing
For a transfer of the registered office, several documents must be submitted:
- public deed of the shareholders’ resolution
- updated, certified articles of association
- Commercial Register application signed by authorised signatories
- where applicable, declaration of domicile acceptance for a c/o address
In contrast, a change of address within the same municipality requires significantly less effort.
Specifics when transferring the registered office to another canton
If the transfer involves not only a change of municipality but also a change of canton, additional requirements apply.
The application must be filed with the Commercial Register of the new canton. Signatures of the applicants must be notarised.
The previous Commercial Register entry is deleted automatically once the new entry has been registered.
Support by Konsento
Transferring the registered office is a legally structured process involving several coordinated steps. Konsento supports you throughout the entire process – from preparation to successful registration.
This includes:
- preparation of the shareholders’ meeting, including legally compliant agenda items
- electronic resolution via written circulation (proxy-based meeting)
- organisation of notarisation via an online notary
- preparation of all required documents, including:
- updated articles of association
- Commercial Register application
- signature certifications
- domicile holder declaration if required
- submission and handling of the Commercial Register filing
This ensures that the process is not only legally compliant but also significantly more efficient.
Conclusion
The distinction between a change of address and a transfer of the registered office is crucial, as it determines the level of formal requirements.
A change of address remains a simple administrative step handled by the board of directors. A transfer of the registered office, however, is more complex and requires an amendment of the articles, a shareholders’ resolution and a public deed.
Understanding these differences helps avoid legal uncertainties and delays.
Get comprehensive support with your decision to relocate your headquarters
Are you planning a change of address or a transfer of your registered office? We support you in preparing the required resolutions and handling the Commercial Register filing.