Filing in the Commercial Register
The Commercial Register contains the main information about companies. Its purpose is to keep a record of the owners of commercial enterprises and the legal actions that relate to them.
The entry in the Commercial Register is intended to make it possible to clearly establish the system of representation and liability. In addition, the Commercial Register publishes company reports required by law, making them transparent. This promotes certainty in commercial relations.
The law requires all commercial and industrial enterprises without exception to be registered. In this context, the concept of enterprise is taken in a very broad sense. It does not cover solely a typical workshop, but all independent, for-profit economic activity. The following enterprise types need to be filed in the Commercial Register :
- Sole traders with annual turnover in excess of SFr 100'000.-
- General partnerships
- Commercial partnerships
- Public limited companies
- Commercial partnerships limited by shares
- Associations that run an enterprise in a commercial manner
- Foundations (except for family or ecclesiastical foundations)
- Branches of foreign and Swiss enterprises
Sole traders, associations, branches of foreign and Swiss enterprises and general or commercial partnerships may be set up online on the site of the relevant administration.
This online service is not yet available for public limited companies or limited liability companies. The traditional process has to be followed.
When a filing request is submitted, the cantonal Commercial Registry first checks whether the corporate name meets the legal requirements. The other provisions covering the creation of the company name depend on the company's legal form. The following principles are normally applicable:
- Sole traders: the family name must form part of the corporate name. Affixes are possible, but only if they do not imply the presence of other persons in the enterprise
- General or commercial partnerships: the corporate name must contain the name of at least one of the associates a suffix such as “& Co” or “& Cie” if the associates with limited liability are not all mentioned
- Public limited companies (Sociétés Anonymes): free choice of name. For family names, the suffix “SA” is obligatory
- Limited liability companies (Sociétés à Responsabilité Limitée): free choice of name. The suffix “SàRL” is obligatory
In a second step, it checks the Commercial Register to see if a company with the same name already exists. The Commercial Registry does not verify the risk of confusion with companies with similar corporate names. The owner of the older enterprise may demand verification by the courts. Registration takes place following successful verification.
In the canton of Vaud, the Commercial Register is maintained by the Vaud company registry. This cantonal establishment has been set up to provide complementary information, notably the enterprises' sector of activity, in accordance with the harmonised European NOGA nomenclature.
Registre du commerce
Rue Grenade 38
Case postale 198
Tel : ++41 21 557 81 21
Fax : ++41 21 557 81 11
E-mail : info.rc(at)vd.ch