Everything about the Commercial Register of the Canton of Zurich: who must register, what each entry costs, how long it takes — and the mistakes that cost the most time and money.
The Commercial Register of the Canton of Zurich, with 136'038 registered companies, is the largest in Switzerland — almost twice as many as in the second-placed Canton of Bern. For most companies, it is the very first contact with a public authority at all.
The rules are set out in the Code of Obligations (OR, Swiss Code of Obligations), the fees in a federal ordinance. Even so, applications regularly fail at the same points. This article brings together what is spread across more than a dozen subpages on the official websites: who must register, what each entry costs, how long it takes — and the mistakes that the office, by its nature, does not comment on, because it does not provide legal advice.
Key points at a glance
| Question | Answer |
|---|
| When is registration mandatory? | Sole proprietorship from CHF 100'000 sales revenue · GmbH/AG always |
| Fee for new registration | Sole proprietorship 80 · general partnership 160 · GmbH/AG 420 · association 280 |
| Duration | 10–14 days until publication in the SHAB |
| Express possible? | No — there is no express procedure |
| Extract | Uncertified free online, certified CHF 50 |
| Competent authority | Commercial Registry Office of the Canton of Zurich (Handelsregisteramt Kanton Zürich), Schöntalstrasse 5, 8090 Zürich |
Who must register — and who does not
This is where the most common misunderstanding lies. The often-cited threshold of 100'000 francs applies only to sole proprietorships.
Sole proprietorships: the CHF 100'000 threshold
Under Art. 931 para. 1 OR, anyone who operates a sole proprietorship that generated sales revenue of at least CHF 100'000 in the last financial year must register. What counts is revenue, not profit. The threshold corresponds to the value-added-tax threshold under Art. 10 MWSTG (Value Added Tax Act) — whoever reaches the one usually also reaches the other.
Anyone who runs several sole proprietorships must, under register practice, add together the revenues.
Exempt are members of the liberal professions and farmers, as long as they do not run a business organised on a commercial basis. This exemption is narrower than it sounds: as soon as the business is organised on a commercial basis, the obligation applies again.
Anyone who stays below the threshold may register voluntarily under Art. 931 para. 3 OR — and often does so for good reasons, see below.
GmbH, AG and other legal entities: always
For capital companies there is no revenue threshold. The reason is fundamental: a GmbH acquires legal personality through its entry in the commercial register (Art. 779 para. 1 OR), an AG only upon registration (Art. 643 para. 1 OR). Without registration, the legal entity simply does not exist.
The entry here is therefore not a reporting obligation but the act of formation itself.
What a voluntary entry brings — and what it costs
| Effect | Meaning |
|---|
| Protection of the company name | The name is protected against identical use in the municipality of the registered office (Art. 946 para. 1 OR) |
| Verifiability | Customers, banks and suppliers can verify the company's existence |
| Ability to trade | Many major clients and tenders presuppose a registration |
| Bankruptcy proceedings | The owner becomes subject to debt enforcement by way of bankruptcy instead of by seizure (Art. 39 para. 1 no. 1 SchKG — Federal Act on Debt Enforcement and Bankruptcy) |
The last point deserves a second look, because guides almost always present it only as an advantage. It works both ways: the capacity for bankruptcy increases creditworthiness, but it also makes the owner, as a natural person, subject to bankruptcy proceedings — and under Art. 40 SchKG they remain so for a further six months after deletion from the commercial register.
Important regarding protection of the company name: protection in the municipality of the registered office applies only to sole proprietorships. Company names of commercial companies and cooperatives — GmbH, AG, general and limited partnership — must, under Art. 951 OR, be clearly distinguishable from all company names of this category registered in Switzerland. There, the protection therefore extends nationwide.
The remaining disadvantages are manageable: a fee of CHF 80, public visibility of name and address, and the obligation to report changes.
What the entry costs
The fees for registrations, restructurings and relocations of the registered office are based on the federal ordinance on fees for the commercial register and are uniform nationwide, at fixed amounts. The Canton of Zurich is therefore not more expensive here than other cantons — contrary to what many founders assume.
It is different for services such as certifications and extracts: there, the Confederation only sets a framework, and the cantons determine the specific amounts. The figures below are those of Zurich.
New registrations
| Legal form | Fee |
|---|
| Sole proprietorship | CHF 80 |
| General and limited partnership | CHF 160 |
| GmbH and AG (capital companies) | CHF 420 |
| Cooperative | CHF 280 |
| Association | CHF 280 |
| Foundation | CHF 210 |
| Public-law institution | CHF 350 |
| Branch office (registered office in Switzerland) | CHF 200 |
| Branch office (registered office abroad) | CHF 400 |
These amounts cover only the commercial register fee. For GmbH and AG, notarial certification is added on top; it is charged separately and amounts to a multiple of the register fee.
Changes to existing entries
The fee schedule is structured by legal form. This is not a mere formality — the same change costs different amounts depending on the legal form:
| Transaction | Applies to | Fee |
|---|
| Personal details or function of a person | all | CHF 20 |
| Signing authority | all | CHF 20 |
| Registered domicile or additional address | all | CHF 30 |
| Register, change or delete the auditor | all | CHF 30 |
| Opting-out (waiver of limited statutory audit) | all | CHF 30 |
| Relocation of the registered office within Switzerland | sole proprietorship, general/limited partnership, branch office | CHF 30 |
| Change of company name | sole proprietorship, general/limited partnership, branch office | CHF 50 |
| Change of purpose | sole proprietorship, general/limited partnership, branch office | CHF 50 |
| Change of a member | GmbH | CHF 70 |
| Dissolution | all | CHF 70 |
| Amendment of the articles of association | association, cooperative | CHF 110 |
| Amendment of the articles of association | GmbH, AG | CHF 200 |
| Deletion | sole proprietorship | CHF 30 |
| Deletion | capital company | CHF 80 |
The most important point in this table: for GmbH and AG, the company name, purpose and registered office are content of the articles of association. Changing them is therefore not a CHF 30 or CHF 50 item but an amendment of the articles of association for CHF 200 — plus notarial certification. Anyone who wants to change several points in the articles of association should bundle them into a single resolution instead of registering them spread out over the year.
Restructurings
| Transaction | Fee |
|---|
| Merger — acquiring legal entity | CHF 420 |
| Merger — deletion of the transferring legal entity | CHF 80 |
| Demerger — per acquiring legal entity | CHF 420 |
| Demerger — per transferring legal entity | CHF 80 |
| Conversion into a legal entity | CHF 420 |
| Conversion into a partnership | CHF 210 |
| Transfer of assets — transferring legal entity | CHF 280 |
| Relocation from abroad to Switzerland | CHF 420 |
| Deletion following relocation abroad | CHF 210 |
Extracts, certifications, supporting documents
| Document | Fee, Canton of Zurich |
|---|
| Uncertified commercial register extract | free of charge |
| Commercial register documents online | free of charge |
| Certification of a signature | CHF 20 |
| Certified articles of association | CHF 40 |
| Certified commercial register extract | CHF 50 |
| Commercial register extract before publication | CHF 80 |
| Commercial register documents (uncertified) | CHF 3 per page, min. 10, max. 120 |
| Negative certificate | CHF 50–120 |
Surprisingly few people know that the uncertified extract is free of charge — commercial providers are in circulation who charge money for exactly that.
How long it takes
The Commercial Registry Office states 10 to 14 days until publication in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt, SHAB). This period is made up of:
- Review of the documents — about one working week
- Approval by the EHRA — three further working days, since every entry must be cleared by the Federal Office of the Commercial Registry (Eidgenössisches Amt für das Handelsregister, EHRA)
- Technical processing and publication in the SHAB
Planning for seasonal peaks
In the months of May to July and November to January, processing takes longer. Anyone who ties the timing of a formation to the start of a lease, the conclusion of a contract or a year-end should know these windows — they are the most common reason why a planned start date is not met.
There is no express procedure
The office processes the oldest cases first, without exception and the same for everyone. Two services can ease the urgency:
- Early commercial register extract, CHF 80 — two working days earlier than the normal extract. This does not speed up the processing of the case, however; it only brings the proof forward.
- Task Force pre-review, CHF 350 per hour including VAT — for particularly urgent or complex cases. Whether it can be carried out depends on current capacity; in the peak months mentioned above, demand is high.
The regular pre-review is the more effective lever: it is voluntary and fee-based, but it significantly reduces the risk of rejection — and a rejection costs far more time than the pre-review.
Company search and extract
| Purpose | Body |
|---|
| Companies in the Canton of Zurich | Zurich Commercial Register Portal |
| Companies throughout Switzerland | Zefix (Federal Office of the Commercial Registry) |
| Publications and bankruptcies | Swiss Official Gazette of Commerce (SHAB) |
| UID nationwide | Federal UID Register |
Every active company in Switzerland has a Business Identification Number (UID), which begins with `CHE` and appears in the top left corner of every commercial register extract.
Extracts can be obtained in four languages — German, English, French, Italian. This is relevant for dealings with foreign partners: an English extract saves a certified translation.
Company name: three common misconceptions
Misconception 1 — "I will reserve the name first"
Swiss law does not provide for a reservation. Whoever registers first receives the name. For a preliminary check there are two routes: a free search via Zefix and a fee-based, more thorough company name search via Regix at the Federal Office of the Commercial Registry, which also captures similar company names.
Misconception 2 — "The office checks whether my name is already taken"
In register practice, the Commercial Registry Office only prevents identical company names. The likelihood of confusion is decided by the civil court on action by the holder of the company name (Art. 956 para. 2 OR) — the office may not, and will not, give any information on this.
The substantive standard is set out in Art. 951 OR: company names of commercial companies and cooperatives must be clearly distinguishable from all company names of this category already registered in Switzerland. That is more than mere non-identity — and it is precisely this gap between register practice and substantive law that becomes the undoing of founders.
The practical consequence: your entry does not protect you from later being sued by an earlier holder of a company name or trademark. You must arrange the check for a likelihood of confusion yourself.
Misconception 3 — "The commercial register entry protects the name"
The company name and the trademark are two different things. The company name designates the legal entity, the trademark distinguishes goods and services. Anyone who also wants to protect their name on the product side needs a trademark registration with the IGE (Swiss Federal Institute of Intellectual Property).
After registration, Art. 954a para. 1 OR also applies: in correspondence, on order forms, invoices and in announcements, the registered company name must be stated in full and unchanged. Short designations, logos and business names remain expressly permitted under para. 2 — but they may not replace the full company name.
→ In detail: Firm name protection vs. trademark law
Registered domicile: own address or c/o
Every company must register a domicile. Under Art. 117 para. 2 HRegV, this is the address at which the legal entity can be reached at its registered office — and it may be either its own address or that of another party (c/o address).
The c/o address is therefore not an alternative to the registered domicile but one of its two forms. This distinction is often presented incorrectly.
| Own address | c/o address |
|---|
| Reachability | company itself on site | third party receives the mail |
| Nameplate on the door | required | at the domicile provider |
| Letterbox | company name must be displayed | at the domicile provider |
| Typical for | own office | fiduciary firm, law firm |
| Additional document | – | declaration of the domicile holder (Art. 117 para. 3 HRegV) |
A nameplate on the door, the company name on the letterbox and reachability during usual office hours are requirements of Zurich register practice, not the wording of the HRegV. They are nonetheless enforced: if an undeclared c/o address is suspected, the office demands a lease agreement or land register extract under Art. 117 para. 4 HRegV.
An additional business address under Art. 117 para. 5 HRegV is something different: an additional delivery location, which must be located in Switzerland. A PO box can also be registered this way. For internationally active companies, the link to Switzerland is the practically most important restriction of this provision.
The branch office is different again (Art. 927 para. 2 no. 14 as well as Art. 931 paras. 2 and 3 OR): it is organisationally and financially independent of the head office, has its own management and its own commercial register entry — but no legal personality of its own. It is always the head office that is bound.
→ In detail: Swiss business address for GmbH/AG
What you must report — and what you do not
If a fact is recorded in the commercial register, every change to it must be reported (Art. 933 para. 1 OR); entries must be true and must not give rise to any deception (Art. 929 para. 1 OR).
In particular, the following must be reported:
- Relocation of the company to another address
- Relocation of a registered person to another municipality
- Granting or withdrawal of a signing authority
- Change in the governing bodies (management, board of directors, auditor)
A temporary suspension of business cannot be registered. The register does not recognise temporary inactivity. Two obligations nonetheless remain: all particulars must be up to date, and the company must remain reachable at all times at its registered domicile. Anyone who terminates their office lease must register a new domicile address — a mere mail forwarding order is not enough.
The sanction: the official procedure
If the office notices that an entry is no longer correct, it can initiate an official procedure and adjust the entry on its own initiative. The company and the persons who should have reported the change bear the additional costs.
That is the economic core of the duty to keep records up to date: whoever waits ends up paying more than whoever reports immediately.
Deadlines
In principle there are no filing deadlines. The law knows exceptions — the most important is the capital increase: it must be registered within six months after the resolution of the general meeting of the AG (Art. 650 para. 3 OR) or the members' meeting of the GmbH (Art. 781 para. 4 OR), respectively. Otherwise the resolution lapses.
The most common mistakes in practice
1. Wrong form of signature. The application must be signed by hand in the original or bear a qualified electronic signature. A scan of a signature is not enough.
2. Public deed not in the correct form. Public deeds must be submitted in the original or as a digital copy issued by the notary's office. In the Canton of Zurich, notaries' offices do not issue digital copies — the original deed must therefore be submitted afterwards by post or at the counter. Anyone who does not know this loses days.
3. Domicile without reachability. A registered domicile without a nameplate on the door, without the company name on the letterbox and without actual reachability leads to queries — and, if a hidden c/o address is suspected, to a request for a lease agreement or land register extract (Art. 117 para. 4 HRegV).
4. Shell company trading. Since 1 January 2025, trading in shell companies has been regulated by statute: under Art. 684a OR, the transfer of shares is void if the company no longer has any business activity or realisable assets and is over-indebted. For the GmbH, Art. 787a OR applies analogously.
Where there is a reasonable suspicion, the Commercial Registry Office demands the current annual accounts and refuses registration if they are not provided or confirm the suspicion. A new formation is then required. The decisive element is over-indebtedness — not every empty company is already an impermissible shell.
5. Incomplete Stampa declaration. For GmbH and AG, all contributions in kind, asset takeovers, set-off arrangements and special advantages must be disclosed. Concealed side agreements can fulfil the offence of forgery of documents (Art. 251 StGB — Swiss Criminal Code) or of obtaining a false certification by deception (Art. 253 StGB). → The Stampa declaration in detail
6. Paid fake invoices. For years, private providers have been sending invoices for entries in worthless private registers that look official. There is no obligation to pay. The Commercial Registry Office of the Canton of Zurich provides its own way to check this. → Fake commercial register invoices: rights and how to proceed
Practical information
Commercial Registry Office of the Canton of Zurich Schöntalstrasse 5, Postfach, 8090 Zürich Telephone +41 43 259 74 00 · kanzlei.hra@ji.zh.ch
| |
|---|
| Counter | Monday to Friday, 8 a.m.–4.30 p.m., no appointment required |
| Telephone | 8–11.30 a.m. and 1–4.30 p.m. |
Possible at the counter: submitting documents in person, having signatures certified (bring an official ID), simple information on sole proprietorships as well as general and limited partnerships, obtaining extracts and documents.
Not possible: the office does not provide legal advice and does not act as a notary. For the notarial certification of a GmbH or AG formation, contact a notary's office of your choice.
One detail for context
In terms of the cumulative balance of relocations of the registered office, the Canton of Zurich has shown a negative figure since the first quarter of 2021: in total, more legal entities have relocated their registered office out of the canton than into it.
For the choice of location, this does not mean that Zurich is the wrong registered office — the reasons for relocations are predominantly tax-related and must be assessed on a case-by-case basis. But it does mean that comparing locations before formation makes economic sense. Because a later change is, for GmbH and AG, not a CHF 30 matter: the registered office is stated in the articles of association, and relocating it is an amendment of the articles of association for CHF 200 — plus notarial certification.
When legal support is worthwhile
A simple sole proprietorship can easily be registered without assistance. In the following constellations, a prior review is the more economical option:
- Formation with foreign participants — certifications, apostilles, powers of attorney and the requirement for Swiss signing authorities
- Contributions in kind — the contribution agreement, the founders' report and the audit confirmation must be consistent with one another
- Restructurings — merger, demerger, conversion and transfer of assets under the FusG (Merger Act)
- Rejected application — the grounds for rejection are often formal and can be remedied in a single round
- Company name with conflict potential — a similarity search before, rather than a dispute after, registration
- Formation with a link to sanctions regimes — compliance review before notarial certification
Sobiera Legal Consulting supports formations and changes in the commercial register from the choice of legal form to publication. The fee depends on the scope of the mandate.
Related topics
Sources
- Code of Obligations OR (SR 220), Art. 643, 650, 684a, 779, 781, 787a, 927, 929, 931, 933, 946, 951, 954a, 956 — fedlex.admin.ch
- Ordinance on the Commercial Register HRegV (SR 221.411), Art. 117 — fedlex.admin.ch
- Ordinance of 6 March 2020 on Fees for the Commercial Register (SR 221.411.1) — fedlex.admin.ch
- Federal Act on Debt Enforcement and Bankruptcy SchKG (SR 281.1), Art. 39, 40
- Commercial Registry Office of the Canton of Zurich — Commercial register, Good to know, Facts & figures
- Federal Office of the Commercial Registry — statistics on registered legal entities, as at 1 January 2026
- Zefix — Central Business Names Index of the Confederation — zefix.admin.ch
- Swiss Official Gazette of Commerce — shab.ch
- SME Portal of the Confederation, SECO — kmu.admin.ch
Status: August 2026. Fees and processing times according to information from the Commercial Registry Office of the Canton of Zurich. This article does not replace legal advice in an individual case.
Frequently asked questions
From when must I register with the commercial register?
Sole proprietorships from a sales revenue of CHF 100'000 in the last financial year (Art. 931 para. 1 OR — Swiss Code of Obligations). GmbH and AG, by contrast, always and without any revenue threshold — they only come into legal existence with the entry. Members of the liberal professions and farmers are exempt, as long as they do not run a business organised on a commercial basis. Anyone who stays below the threshold may register voluntarily (Art. 931 para. 3 OR).
What does a commercial register entry cost in the Canton of Zurich?
New registration of a sole proprietorship CHF 80, general and limited partnership CHF 160, GmbH and AG CHF 420 each, association and cooperative CHF 280 each, foundation CHF 210. For GmbH and AG, notarial costs are added on top; they are charged separately and amount to a multiple of the register fee.
How long does a commercial register entry take in Zurich?
Around 10 to 14 days until publication in the Swiss Official Gazette of Commerce. Reviewing the documents takes about one working week, followed by three working days for approval by the Federal Office of the Commercial Registry. From May to July and from November to January it takes longer for seasonal reasons.
Is there an express procedure at the Zurich Commercial Registry Office?
No. The office processes the oldest cases first, the same for everyone. Two services help in urgent cases: an early commercial register extract for CHF 80, which you receive two working days earlier, and the Task Force pre-review for CHF 350 per hour including VAT. Neither speeds up the processing of the case itself.
Is there a fee for a commercial register extract?
The uncertified extract is free of charge and available online at any time — in German, English, French and Italian. Only certified extracts (CHF 50), certified articles of association (CHF 40) and extracts before publication (CHF 80) are subject to a fee.
Can I reserve a company name in the commercial register?
No. Swiss law does not provide for a reservation. Whoever files the name first receives it. For a preliminary check, Zefix and a fee-based company name search via Regix at the Federal Office of the Commercial Registry are suitable; the latter also captures similar company names.
Does the Commercial Registry Office check whether my company name resembles an existing one?
No. In register practice, the office only prevents identical company names. The likelihood of confusion is decided by the civil court on action by the holder of the company name (Art. 956 para. 2 OR). The entry therefore does not protect you from later being sued by an earlier holder of a company name or trademark.
How far does the protection of a company name through the commercial register entry extend?
That depends on the legal form. The company name of a sole proprietorship is protected against identical use only in the municipality where it has its registered office (Art. 946 para. 1 OR). Company names of commercial companies and cooperatives — that is, GmbH, AG, general partnership — must, by contrast, be clearly distinguishable from all company names of this category already registered in Switzerland (Art. 951 OR). There, the protection therefore applies nationwide.
What is the difference between an own address and a c/o address?
Both are forms of the registered domicile (Art. 117 para. 2 HRegV — Ordinance on the Commercial Register). At an own address, the company itself can be reached on site. At a c/o address, a third party receives the mail and forwards it; for this, a declaration from the holder of the domicile must be submitted (Art. 117 para. 3 HRegV). This is typically offered by fiduciary firms and law firms.
Do I have to report a temporary suspension of business to the commercial register?
A temporary period of inactivity cannot be registered. Two obligations nonetheless remain: all registered particulars must be up to date, and the company must remain reachable at its registered domicile at all times. Anyone who terminates their office lease must register a new domicile address — a mail forwarding order is not enough.
I have received an invoice from the commercial register — is it genuine?
Check it carefully. For years, private providers have been sending invoices for entries in worthless private registers that look official. You are not obliged to pay them. The Commercial Registry Office of the Canton of Zurich provides a way to check this on its website.