The importance of choosing a corporate name of a company in Switzerland
A corporate name of a company in Switzerland distinguishes a company from its competitors and ensures market recognition. It must be unique and not misleading, thereby guaranteeing transparency and trust among customers and business partners. Additionally, it is legally protected, preventing other companies from using an identical or overly similar name.
Rules for forming a corporate name of a company in Switzerland
The requirements for a corporate name in Switzerland vary depending on the company’s legal form:
- Sole Proprietorship: The name must include the owner’s surname, with or without the first name. Additions such as activity indicators or fanciful designations are allowed as long as they do not imply a corporate relationship.
- General Partnership (SNC): The corporate name must contain the surname of one or more partners, possibly followed by terms like “& Co.,” and indicate the legal form, such as “SNC.”
- Limited Liability Company (Sàrl/GmbH) and Corporation (SA/AG): The naming is more flexible but must include the designation of the legal form, such as “Sàrl/GmbH” or “SA/AG.” The chosen name must be distinctive and not cause confusion with other existing companies.
Checking Name Availability
Before finalizing the corporate name of a company in Switzerland, it is essential to verify its availability. This can be done through the Central Business Name Index (Zefix), which consolidates all companies registered in cantonal registers.
Legal Protection
Once registered, the corporate name of a company in Switzerland is legally protected. For sole proprietorships, this protection is limited to the location of the headquarters, while for Sàrl/GmbH and SA/AG, it extends across Switzerland. It is also advisable to ensure that the corporate name does not infringe on protected trademarks by consulting the Federal Institute of Intellectual Property’s trademark register.
Changing the Corporate Name
In the event of a corporate name change, specific administrative procedures must be followed, including amending the company’s articles of association and updating the commercial register entry. Consulting a professional ensures compliance with current legal procedures.
Choosing a corporate name is a fundamental step when establishing a company in Switzerland. Adhering to legal requirements, checking the name’s availability, and ensuring it accurately reflects the company’s identity and activities contribute to its credibility and success in the Swiss market.
Legal framework and requirements for corporate names of a company in Switzerland
The corporate name is a central element of the legal and commercial identity of a company in Switzerland. It designates the name under which a company operates and presents itself to partners, customers, and authorities. Its selection and use are governed by several legal provisions, primarily from the Swiss Code of Obligations (CO) and the Commercial Register Act (CRA).
Legal Foundations of Corporate Names in Switzerland
The Swiss Code of Obligations, in Articles 944 to 956, sets out the fundamental principles regarding corporate names to ensure commercial transparency and legal security for all parties involved.
- Uniqueness Principle (Article 951 CO):
Each company must adopt a unique name that clearly distinguishes it from other companies registered in the same registry. For capital companies (Sàrl/GmbH, SA/AG), this uniqueness applies nationwide, while for sole proprietorships, it is limited to their canton of registration. - Truthfulness and Non-Misleading Nature (Article 944 CO):
The corporate name must accurately reflect the company’s activities and legal form. It must not mislead about the nature of business or commercial relationships. - Protection of Corporate Names (Article 956 CO):
Once registered, the corporate name is legally protected against any misuse by third parties.
The Commercial Register Act and its implementing ordinance detail the registration procedures and rules for corporate name publicity.
- Legal Publicity (Article 3 CRA):
All registered companies have their corporate names published in the public register, accessible through the Zefix platform. This publicity ensures transparency and facilitates third-party searches. - Specific Requirements by Legal Form:
The law mandates specific elements in the corporate name based on the legal form:
-
- Sole proprietorships: The owner’s surname must be included.
- Sàrl/GmbH and SA/AG: The corporate name must include “Sàrl/GmbH” or “SA/AG” to clearly indicate the legal form.
Verification and Availability of Corporate Names
Before submitting a registration application, it is crucial to verify that the proposed corporate name meets legal requirements and is available. The Zefix register consolidates all corporate names registered in Switzerland.
- Trademark Verification: It is recommended to consult the trademark register to avoid infringing on a registered trademark.
- Legal Advice: Business law attorneys can help anticipate potential conflicts regarding corporate name usage.
Modification and Protection of Corporate Names
Any change to the corporate name of a company in Switzerland, whether due to changes in activities, legal structure, or business strategy, must be declared to the commercial register. This involves:
- Updating the articles of association for capital companies.
- Official publication of the change.
Once registered, the corporate name is legally protected within its applicable jurisdiction (cantonal or national). Any fraudulent use or dispute can be addressed in court.
Sanctions for Non-Compliance
Failure to comply with corporate name regulations may result in administrative or judicial sanctions, including:
- Refusal of registration by the commercial register.
- Civil disputes for misuse or confusion.
Conclusion: A Pillar of Business Creation in Switzerland
The corporate name of a company in Switzerland is more than a simple trade name. It embodies the legal and economic identity of the company while ensuring its protection in the marketplace. Respecting the legal foundations and leveraging tools like the Zefix register or legal expertise guarantees a successful and compliant business launch in Switzerland.
RISTER – Fiduciary in Geneva supports entrepreneurs in all steps related to the corporate name of a company in Switzerland, a fundamental element of its legal and commercial identity. RISTER’s expert team advises on choosing a legally compliant name, ensures its availability through thorough searches in Swiss registers, and manages the entire registration process. With their expertise, they ensure that your corporate name adheres to the principle of uniqueness, accurately reflects your activity, and benefits from enhanced legal protection.
For modifications or changes in the company, such as activity adjustments or mergers, RISTER also provides comprehensive support to adapt the corporate name of a company in Switzerland. Their tailored approach, combined with an in-depth knowledge of Swiss commercial law, avoids any legal or administrative conflicts. With RISTER, managing the corporate name of a company in Switzerland becomes a simplified and perfectly compliant task, allowing entrepreneurs to focus on growing their business.
