A central innovation is the creation of a central database for natural persons analogous to the “zefix” for legal entities. Due to the cantonal decentralised nature of the commercial register, it has not been possible up to now to determine on a nationwide basis which natural persons are registered with which signatory powers at different legal entities. Now a possibility is to be created to search for natural persons in the commercial register throughout Switzerland.

Articles of association and foundation deeds are to be accessible free of charge via the Internet (Art. 936 CO). However, the Zug Commercial Register Office, like many other cantonal commercial register offices, is not yet technically able to offer this service.

Entries in the commercial register are now only effective upon publication in the electronic SOGC (Art. 936a CO) and no longer upon approval by the EHRA.

The Stampa declaration is no longer a separate document, but is now part of the deed.

The Fee Ordinance has been completely revised. In future, the cost recovery and equivalence principle will apply to the commercial register. In return, the fees will be reduced by about one third. The Swiss economy will be relieved of an estimated CHF 14 million.

The group of persons entitled to file an application has been expanded. The application can now also be signed by authorised signatories with individual or collective signatures or by authorised signatories with individual or collective power of attorney. In the case of collective signatories, a “full signature” is required (e.g. two persons each with a collective signature of two sign jointly).
Until now, only the persons of the highest governing body were entitled to register legal entities. Registration is now also possible by proxy, but only if no exception is stipulated in the law or ordinance.

The purpose of the company must now be stated in full in the commercial register in accordance with the articles of association. Previously, the commercial register offices could make abbreviations at their own discretion.

Various provisions of the Commercial Register Ordinance have been transferred to the legislative level, which is why the new Commercial Register Ordinance that came into force this year is more streamlined and limited to implementing provisions.

 

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