Behind the phrase “changing the registered office” sit three very different operations that are often confused. Moving to another street within the same municipality? A simple filing with the Commercial Register. Moving to another municipality or another canton? You then have to amend the articles of association before a notary. And a foreign company can even transfer its registered office to Switzerland without being wound up. Depending on the case, the formality ranges from a few dozen francs to a file spanning several weeks — with a real tax impact at stake. My Swiss Company SA, a Swiss corporate services provider present in Geneva, Lucerne and Zug, sets out each situation below.
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Registered office and address: two notions to distinguish
The first thing to clarify, because it governs everything else: under Swiss law, the registered office of a company is the municipality stated in its articles of association — not its postal address. It is this municipality that fixes the legal forum and, above all, the canton where the company is taxed.
The full address — street, number, any “c/o” mention when the company is hosted by a third party — does appear in the Commercial Register, but stays outside the articles. In other words, you can move without touching the articles… as long as you do not leave the municipality. The registered office, by contrast, is a mandatory article content, for the company limited by shares (SA/AG, art. 626 CO) as for 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 |
| From abroad | Yes (continuation) | Yes | Attachment to Switzerland without liquidation (PILA) |
Complexity depends on a single factor: what actually changes — the street, the municipality, the canton, or a registered office coming from abroad.
Changing the address within the same municipality
This is the simplest case. As long as the company stays in the same municipality, its statutory registered office does not move. A filing with the cantonal Commercial Register is enough to record the new address. No general meeting, no notary, no new articles.
One detail still matters: if the company is hosted at a third party’s address, the new entry must carry the “c/o” mention required by the Commercial Register Ordinance. This is typically the case for a company established at the address of a corporate services provider — which is the purpose of our company domiciliation and registered address service in Switzerland.
Transferring the registered office to another municipality or canton
As soon as the municipality changes, you enter a different category. Because the registered office is set out in the articles, moving it means amending them — and therefore a resolution of the general meeting (SA/AG) or of the members (Sàrl/GmbH), followed by a visit to the notary for the public deed (art. 647 and 780 CO). The amendment is then filed with the Commercial Register.
Moving to another canton adds one level of complexity: the file migrates from the Commercial Register of departure to that of arrival. The company itself does not change — same legal personality, same UID number. What changes is its cantonal attachment, and with it its taxation. The choice of destination is therefore anything but neutral; our guide explains how to domicile a company in Switzerland and what the substance rules require.
Moving a foreign registered office to Switzerland
Here is the case that international groups know least: a company incorporated abroad can transfer its registered office to Switzerland without being wound up. It becomes subject to Swiss law while keeping its legal existence. This mechanism — “continuation” — is provided for by the Federal Act on Private International Law (PILA, art. 161); it does, however, require that the law of the country of origin allows it.
In practice, the company aligns its articles with Swiss law, registers with the Commercial Register of the chosen canton and appoints the required corporate bodies. For a group, this is often preferable to creating a subsidiary: existing contracts and the company’s track record survive the operation. The preparation is the same as for setting up a company in Switzerland — economic substance included.
Steps and documents
When the transfer involves amending the articles, the sequence is always the same:
- Resolve the transfer at the meeting — general meeting for the SA/AG, meeting of members for the Sàrl/GmbH.
- Have the resolution recorded by public deed — the notary draws up the deed and the revised version of the articles.
- File the application with the competent Commercial Register, together with the amended articles and the minutes; where the canton changes, the file moves from one cantonal register to the other.
- Update the new address and, where applicable, the “c/o” domiciliation mention.
- Notify the relevant third parties — tax authority, social insurance funds (AHV/AVS, BVG/LPP, accident insurance), VAT, bank, insurers and partners.
The budget follows the procedure. A simple address change within the same municipality is limited to the Commercial Register fees — a few dozen to a few hundred francs depending on the canton. As soon as the articles are amended, the notary’s fees are added: on the Swiss market, support of this kind starts at around CHF 490 (excl. VAT), notary fees included, plus the Commercial Register fees. An inter-cantonal transfer, or one coming from abroad, necessarily goes beyond this baseline.
Tax and banking consequences
A change of municipality or canton is never tax-neutral. Because tax follows the registered office, crossing a cantonal border brings the company under a different profit and capital tax scale — and the year of the transfer is split between the two cantons. Hence a simple rule: quantify the destination taxation before signing, not at the first set of accounts.
On the banking side, the new address must hold up: the company must be genuinely reachable and represented there. A pure façade address invites trouble — bank mistrust, or even a striking-off. And for a director established outside Switzerland, the requirement of a resident representative (CO art. 718 para. 4 and 814 para. 3) still applies at the new registered office: this is the role of a resident director or manager mandate.
My Swiss Company’s advice
Before any inter-cantonal transfer, put the current canton’s tax burden and the target canton’s side by side over a full financial year, without forgetting how the transition year is apportioned. A move decided for practical reasons — bigger offices, a director who changes region — can cost or save several percentage points of tax. Better to know before you call the meeting.
Important
Do not treat an address update as a transfer of the registered office, or the other way around. Notifying a new street within the same municipality is a formality; changing municipality or canton is an amendment of the articles that goes through a notary. Filing the wrong procedure means a refusal by the Commercial Register and several weeks lost.
FAQ: changing the registered office 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 therefore 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?
Not if you stay within the same municipality: a filing with the Commercial Register is enough, without touching the articles. A notary becomes mandatory 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 departure to that of arrival, after the articles are amended by public deed. Its tax attachment changes, however, which is why the taxation of both cantons should be compared beforehand.
Can a foreign company transfer its registered office to Switzerland?
Yes. Article 161 of the Federal Act on Private International Law (PILA) lets a foreign company attach itself to Switzerland without liquidation, provided its country of origin allows it. It aligns its articles with Swiss law, registers with the Commercial Register and appoints its corporate bodies, while keeping its legal existence and its track record.
Does transferring the registered office change the company’s UID number?
No. The business identification number (UID) does not change, even when the company moves to another canton. The company changes its registered office, not its identity: it remains the same legal entity.
How long does a change of registered office take?
An address update within the same municipality goes through in a few working days. A transfer with an amendment of the articles takes longer — the time to hold the meeting, obtain 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
Before talking procedure, ask the real question: what is changing — the street, the municipality, the canton, or is this a registered office arriving from abroad? The answer decides everything: the notary, the timeline, the cost and the taxation. An address update is settled in a few days; a transfer of registered office is something to prepare. My Swiss Company SA, a Swiss corporate services provider present in Geneva, Lucerne and Zug, runs these operations end to end, from the notarial deed to the new domiciliation. To frame your transfer, explore our registered address service or contact us for an initial consultation.
