For a joint stock company (limited, ltd) to be established in Switzerland, it must be entered in the commercial register. With the commercial register entry operation, the AG ultimately obtains its legal identity in Switzerland; where there is a cantonal difference in the registration processes as well as the contents of the entries. The fact that the entry has a constitutive effect and, somehow, equally affects it with positive publicity is a commonality across the canton.
This means that no Board member of a public limited company may rely on ignorance with regards to the content of the commercial register extract. The Swiss commercial law, however, states that the negative publicity effect also exists. This negative publicity effect states that the board member or any other person involved must be have knowledge of the facts relating to the company, which are not registered in the commercial register excerpt.
The essential core contents of the commercial register entry of an LTD
The main information that is entered in the commercial register excerpt regarding a joint-stock company includes the company name, as well as the headquarters of the company in Switzerland. The real purpose of the company in terms of its legal status as well as its core activities are entered in the commercial register excerpt. In addition, the amount and payment of the initial share capital at the beginning of the establishment of the joint-stock company is listed in the commercial register excerpt.
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It equally behaves in a similar way with the basic quality and kinds of shares as well as their number and the current par value. In respect to the rights of the joint-stock company with regards to privileges of separate categories, as well as the limitations of transferability, entries can also be made in the commercial register. The name and the seat of the Auditors are documented per entry.
Summary: In the commercial register entry of a Swiss ltd, the following is recorded:
- Headquarters of the company in Switzerland
- Purpose of the company
- Amount and paid-up capital
- Type of shares, par value and number
- Type of shares limitations on transferability as well as privileges of individual categories
- Name and location/domicile of the Auditors
- Names, residences of members of the Board of directors and their nationalities
Although the names, the nationalities and residences of the members of the Board of Directors of the joint-stock company are entered in the commercial register, no entry is made on the shareholders of the AG Company. This is also a significant difference to a registration of a limited liability company whose shareholders are most likely to be recorded in the commercial register of the respective canton.