Changing the registered office or address of a Swiss company does not always follow the same procedure: it all depends on what actually changes. Moving the company within the same municipality leaves the articles of association untouched and is handled by a simple filing with the Commercial Register. Transferring the registered office to another municipality or another canton, however, involves amending the articles, a resolution of the general meeting and a public deed. RISTER® sets out below the three scenarios, the documents required and the tax consequences to anticipate.
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Registered office and address: two notions to distinguish
Under Swiss law, the registered office of a company is the municipality stated in the articles of association — not the full postal address. It is this municipality that determines the legal forum and the canton of tax attachment. The precise address (street, number, any “c/o” mention) is recorded in the Commercial Register, but does not appear in the articles.
This distinction governs the entire procedure: changing street within the same municipality is not the same as changing municipality. For a company limited by shares (SA/AG), the registered office is among the mandatory contents of the articles (art. 626 CO); the same applies to the limited liability company (Sàrl/GmbH, art. 776 CO).
| What changes | Articles amended? | Notarial deed? | Formality |
|---|---|---|---|
| Street / address, same municipality | No | No | Filing with the Commercial Register (address update) |
| Municipality, same canton | Yes | Yes | General meeting resolution + public deed + Commercial Register |
| Different canton | Yes | Yes | Amendment of articles + transfer of the file between cantonal registers |
Complexity depends on what is modified: the address alone, the municipality, or the canton.
Changing the address within the same municipality
When only the postal address changes and the company stays in the same municipality, the statutory registered office is not affected. It is enough to notify the new address to the cantonal Commercial Register, which updates the entry. No general meeting or notarial deed is required.
If the company is domiciled at a third party’s address, the new entry must indicate the domiciliation relationship (the “c/o” mention) in accordance with the Commercial Register Ordinance. This is notably the case when a company uses the address of a fiduciary — see our company domiciliation and registered business address service in Switzerland.
Transferring the registered office to another municipality or canton
As soon as the municipality of the registered office changes, the statutory seat is modified. The operation then constitutes an amendment of the articles of association, which requires a resolution of the general meeting (SA/AG) or of the meeting of members (Sàrl/GmbH), recorded by public deed before a notary (art. 647 and 780 CO). The amendment is then filed with the Commercial Register.
A transfer to another canton adds one step: the file moves from the Commercial Register of the canton of departure to that of the canton of arrival. The company keeps its legal personality and its UID number, but its cantonal attachment — and therefore its tax environment — changes. This operation deserves preparation, because it can alter the tax burden on profit and capital. The choice of the destination municipality and canton is therefore not neutral: our guide details which canton to choose to domicile your company.
Steps and documents
For a transfer of registered office involving an amendment of the articles, the procedure is as follows:
- Convene the meeting (general meeting for the SA/AG, meeting of members for the Sàrl/GmbH) and resolve the transfer;
- Have the resolution and the new version of the articles recorded by public deed before the notary;
- File the application for registration with the competent Commercial Register, together with the amended articles and the minutes;
- Update the new address and, where applicable, the “c/o” domiciliation mention;
- Inform the relevant third parties: tax authority, social insurance funds (AHV/AVS, BVG/LPP, accident insurance), VAT, bank, insurers and partners.
The cost depends directly on the procedure. A simple address change within the same municipality only involves reduced Commercial Register fees (a few dozen to a few hundred francs depending on the canton). A transfer with an amendment of the articles adds the notary’s fees: on the Swiss market, complete support of this kind starts at around CHF 490 (excl. VAT), notary fees included, plus the Commercial Register fees, which vary by canton. An inter-cantonal transfer, being heavier, can exceed this baseline.
Tax and banking consequences
A change of municipality or canton is not a neutral formality. Tax attachment follows the registered office: an inter-cantonal transfer can bring the company under a different cantonal and communal tax scale, with an impact on profit and capital. It is therefore advisable to assess the destination taxation before deciding, not after.
On the banking and regulatory side, the new address must remain credible: the company must be genuinely reachable and represented there. A pure façade address — one that allows no real representation — exposes the company to difficulties with its bank and to a risk of being struck off. For non-resident directors, the Swiss-resident representation required by law remains mandatory at the new registered office, which is covered by a resident director or manager mandate.
RISTER advice
Before any inter-cantonal transfer, compare the tax burden of the destination canton with that of the current canton over a full financial year. A move decided for practical reasons can carry a significant tax cost — or gain. It is better to quantify the impact upstream than to discover it at the first set of accounts.
Important
Do not confuse an address update with a transfer of the registered office. Notifying a new street within the same municipality is a simple formality; changing municipality or canton is an amendment of the articles that requires a notarial deed. Filing the wrong procedure leads to a refusal by the Commercial Register and a delay.
FAQ: changing the registered office or address of a Swiss company
What is the difference between a company’s registered office and its address?
The registered office is the municipality stated in the articles of association; it sets the legal forum and the canton of tax attachment. The address is the precise location (street, number, any “c/o” mention) recorded in the Commercial Register. You can change address without changing the registered office, as long as you stay within the same municipality.
Do you need a notary to change a company’s address?
No, if the change stays within the same municipality: it is a simple filing with the Commercial Register, without amending the articles or a notarial deed. A notary becomes necessary as soon as the municipality of the registered office changes, because that amends the articles and requires a public deed.
Can a company’s registered office be transferred to another canton?
Yes. The company keeps its legal personality and its UID number; its file is transferred from the Commercial Register of the canton of departure to that of the canton of arrival, after the articles are amended by public deed. The tax attachment changes, however, which is why the taxation of the destination canton should be assessed beforehand.
Does transferring the registered office change the company’s UID number?
No. The business identification number (UID) stays the same, including in the event of a transfer to another canton. The company does not change its legal identity: it changes its registered office, not its existence.
How long does a change of registered office take?
An address update within the same municipality is processed quickly by the Commercial Register, within a few working days. A transfer with an amendment of the articles takes longer, the time needed to hold the meeting, draw up the notarial deed and file the application; generally allow two to four weeks depending on the canton and the complexity of the file.
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Conclusion
Changing the registered office or address of a Swiss company comes down to one preliminary question: what actually changes — the street, the municipality or the canton? The answer determines the procedure, the need for a notary and the tax consequences. An address update is a formality; a transfer of registered office is a decision to prepare. RISTER supports these operations end to end, from the amendment of the articles to the new domiciliation. To secure your transfer, talk to our experts in Geneva.
