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New Corporate Law: Commercial Register Application by an Authorized Third Party (no. 20)

New Corporate Law: Commercial Register Application by an Authorized Third Party (no. 20)

The new firm legislation, which will come into pressure on 1 January 2023, provides many modifications. In our present blog series, we existing these in detail.

Expanded Circle of Approved Signatories

With the revision of the industrial sign-up law as of January 1, 2021, the circle of persons authorized to indicator industrial register apps has been expanded: whilst prior to the revision two associates of the greatest governing system of a corporation or a member with person signing authority experienced to signal commercial sign-up programs, under the new law just one or extra people authorized to indication for the company in accordance with their signing authority or an authorized third party can file the software in most cases. Even though these simplifications are to be welcomed, they will only consider entire influence with the revision of the business law, which will appear into drive on January 1, 2023, thus substantially growing the number of doable circumstances in which this expanded circle of authorized signatories can indication business register purposes.

This short article facts the needs for professional sign-up programs by an licensed third get together, notably the prerequisites for the energy of legal professional. In individual, fiduciaries, lawyers-at-regulation and notaries are ideal as licensed third parties. For case in point, as of January 1, 2023, the notary general public who has notarized a capital raise can be tasked with the application, or an legal professional can be authorized to file staff variations of a business with the industrial sign up.

Prerequisites for the Power of Attorney

The Swiss Code of Obligations does not prescribe any particular form for a energy of legal professional. In basic principle, it does not have to be in producing and as a result does not have to be signed by hand. A electric power of lawyer could consequently also be issued as a PDF by means of an electronic signature. Nonetheless, for the ability of attorney relating to business sign up purposes, it will have to be pointed out that the competent industrial register compares the signatures on the energy of legal professional with the handwritten signature of the principals which are deposited with the business sign-up (see under). For that reason, a hand-signed electric power of attorney is factually needed.

Furthermore, the electric power of legal professional should be signed by one particular or much more associates of the best governing entire body in accordance with their signing authority, so that a “whole signature” is accomplished. The electricity of attorney can for that reason be signed, for instance, by 1 member with single signature authority or by two associates with collective signature at two. The signatures of the users of the highest governing entire body (the principals) do not have to be legalized – in comparison to German law, for instance – since these were being previously legalized at the time the principals were being registered in the business sign up as associates of the board (in the case of a corporation limited by shares or cooperative) or running directors (in the case of a minimal liability enterprise) and the authenticity of the signature on the energy of attorney is confirmed by comparison with the signature deposited. Similarly, the signature of the approved third occasion on the commercial sign up software does not need to have to be legalized, as it is legitimized by presenting the electric power of attorney. Having said that, the professional sign-up may desire a legalization if there is any doubt as to the authenticity of the signatures.

The power of lawyer need to be drafted as a individual document and may not be integrated in the posts of association or in any minutes. Accordingly, it would be impermissible if, in the scenario of a capital improve, the power of attorney is granted to the notary community as component of the publicly notarized board resolution on the implementation of the cash raise (“Feststellungsbeschluss“). With regard to the content of the electrical power of legal professional, it need to be distinct that the third bash is authorized to depict the company in industrial register issues.

Enclosure of the Energy of Lawyer

The electricity of attorney should be enclosed with the commercial sign-up application. In accordance to the Swiss Federal Business Registry Business (“EHRA“), a copy is enough. The first does not have to be submitted. Nevertheless, a duplicate of the power of lawyer must be submitted yet again with each and every business sign up application, even if it was presently enclosed with an previously application. When filing an software with the industrial sign up, it is for that reason critical to ensure that a time-minimal energy of legal professional is still legitimate, until the energy of legal professional is legitimate indefinitely right until revoked. As an enclosure to the business sign up software, the electricity of attorney is subject to the basic principle of publicity and can as a result be seen by any one totally free of demand on the net portal of the respective commercial register office. It could consequently be necessary to assure that the electric power of attorney only relates to professional sign-up matters so that other powers of the approved 3rd celebration do not come to be public.


The offered alterations in the commercial register legislation combined with the simplifications relating to business register purposes that will appear into drive on January 1, 2023 (see Blog site no. 17) of this blog site series) open up up new alternatives for the greatest governing body of a enterprise to delegate the filings and consequently give for administrative relief. The authorization of a 3rd party is a practical alternative to the submitting by a man or woman authorized to indicator for the organization, specifically if a big number of approved signatories reside abroad or in the scenario of recurring filings, for example in the party of repeated personnel mutations.