Address-book fraudsters send officially-looking invoices for useless directory entries. What applies legally, how to defend yourself and prevent.
Anyone who newly registers a GmbH or AG in Switzerland often receives fake or misleading invoices within weeks for alleged directory entries in "Swiss company registers", "commercial register databases" or "business directories". These invoices look official, suggest a legal obligation, and are often for several hundred francs — but not legally owed.
Note: Genuine HR invoices come only from the cantonal commercial-register office. More on HR procedure in Founding a GmbH and Founding an AG.
How the scheme works
- Data source: fraudsters pull new HR entries from the public Swiss Official Gazette of Commerce (SOGC) — daily and free
- Mass mailing: 1–8 weeks after HR entry, send official-looking invoice
- Deception elements: similar-sounding sender, Swiss coat of arms or similar logo, "entry fee" reference, IBAN
- Amounts: typically CHF 700–2,500 — low enough that many companies pay without asking, high enough to be worthwhile
- What's behind: worthless entry in private online database without SEO value or practical use
How to recognise a genuine HR invoice
Genuine HR invoices from the cantonal office:
- Sender clearly identifiable as cantonal authority
- Letterhead with cantonal coat of arms
- Reference to a specific entry with date and journal number
- IBAN on the canton
- Reference to federal HR fee ordinance (HRegGebV, SR 221.411.1)
- Amounts matching fixed tariffs (CHF 420 GmbH new entry, CHF 30 address change)
Fraud invoices typically deviate in 2–3 of these points.
Known fraudster names
(Constantly updated — current overview at SECO):
- "Swiss Company Register"
- "Commercial Register Database Switzerland"
- "Register for Trade and Commerce"
- "Swiss Business Directory"
- International variants with addresses in Spain, Germany, Eastern Europe
Legal options
1. Simply refuse payment
No contract = no debt. Ignore or briefly reject in writing. Caution with small-print AGB clauses — usually invalid under Swiss law but check when in doubt.
2. SECO complaint
→ SECO complaint form
3. UWG action
Federal Act against Unfair Competition (UWG, SR 241) prohibits:
- Misleading advertising (Art. 3 lit. b)
- Imposition (Art. 3 lit. h) — unsolicited invoices with payment demand
- Comparative advertising with untrue facts (Art. 3 lit. e)
Action by company itself, consumer-protection organisations or industry associations.
4. Criminal complaint
- Fraud (Art. 146 PC): pretending official claim with intent to cause damage — prison up to 5 years
- Obtaining services (Art. 150 PC): for "premium entry" without service
- Forgery (Art. 251 PC): fake seals/letterheads
5. Civil action for repayment
If already paid: contest via Art. 23–31 OR (error) or Art. 28 OR (deception). 1-year deadline.
What to do upon receipt
- Don't pay — never "pay just to be safe"
- Keep original and envelope — important for complaint
- Brief note to sender that no contract exists, formal, without threat
- Report to SECO via online form
- Communicate in team — sensitise colleagues, accounting, management
- If pressure letters follow: lawyer for sharp response — often stops fraudsters
Prevention
- Incoming-invoice control — check before any payment that contract exists
- Inform notary/HR lawyer about upcoming fraud waves
- Deadline awareness: fraud invoices come 1–8 weeks after HR entry
- Know authority duties: real HR fees defined (HRegGebV)
- SECO material training: free SECO brochure 'Beware of address-book fraudsters'
When legal advice is useful
- Aggressive reminders or collection letters after refusal — short lawyer letter often ends it
- Accidentally paid invoice over CHF 500 — reclaim with contestation
- Criminal complaint for systematic fraud constructions
- Personal breach of duty of manager/board for paying despite indications
- Multiple fraud invoices in company — strategic complaint strategy
Related topics
Official sources
Frequently asked questions
Must I pay a commercial-register invoice from a private directory?
No, unless you actually concluded a contract with the private directory. Official entry or update invoices come only from the cantonal commercial-register office — not from 'Swiss Company Register', 'Commercial Register Database' or similar private providers.
How do I recognise a genuine HR invoice?
Genuine HR invoices come from the cantonal commercial-register office with clearly identifiable letterhead (e.g. 'Commercial Register Office Canton of Zurich'), reference to the federal fee ordinance and an IBAN to the canton. Private fraudsters use similar-sounding names and IBANs not on the canton.
What are address-book fraudsters?
Companies that send officially-looking invoices for entries in private 'commercial registers', 'company directories' or 'business databases' that are practically worthless. The scheme targets newly registered companies inexperienced with genuine HR invoices.
What legal remedies do I have?
1) Refuse payment (no contract = no obligation). 2) File complaint with SECO (online form). 3) UWG action (Art. 3 lit. b UWG: misleading advertising) — often via consumer protection. 4) Criminal complaint for fraud (Art. 146 PC) or obtaining services (Art. 150 PC). 5) Civil action for repayment if already paid.
What can I do if I already paid?
Within 30 days contest the payment (overhaste, error per OR Art. 23-31). Demand repayment. If refused, involve consumer protection or lawyer. For intentional deception: criminal complaint + civil action for damages.
Who is liable in a GmbH/AG for the payment?
Whoever signed the invoice is responsible internally. If the manager/board pays despite recognisable fraud indications, a **personal breach of duty of care** (Art. 717 CO, Art. 754 CO) — with liability to the company.
How can I prevent new fraud invoices?
After each HR entry or update, fraud invoices typically arrive within weeks — communicate early in team, establish incoming-invoice control, when unclear call cantonal HR office. SECO offers free training material 'Beware of address-book fraudsters'.