Registered office in Switzerland: seat, legal domicile and what the law requires

Registered office and business address are related but not the same thing, and mixing them up causes real register problems. This page explains the legal concept: what the law demands of a Swiss registered office, what the seat determines, and how a change works. If what you need is the service — a domicile address with mail handling in Zug or Zurich — that is covered under business address in Switzerland.

Seat, legal domicile, business address — three different things

The Swiss commercial register works with three location concepts, and each has its own function:

A trading company can therefore have its seat and legal domicile in Zug and run its warehouse and offices in another canton. Only the seat carries legal consequences for jurisdiction and taxes; additional locations may, however, create secondary tax liability (permanent establishments).

What the law requires of a legal domicile

Art. 117 HRegV requires every entity in the commercial register to record an address at its seat where it can be reached. Two variants exist. Either the company has its own premises — owned or rented — at the seat, or it registers a c/o address with a third party. For a c/o address, the register demands a written declaration by the domicile holder (Domizilhalter) stating that the company is granted domicile at that address.

Reachability is meant literally: registered mail from courts, debt-enforcement offices and tax authorities must arrive and be dealt with. For the seat itself, Art. 56 ZGB sets the default for legal entities — the seat is where the administration is conducted, unless the articles designate another place, which for corporations they always do (Art. 626 CO for the AG).

What the registered office determines

The seat is a legal anchor with five concrete effects. It fixes the place of jurisdiction for most claims against the company and the venue for debt enforcement. It decides which cantonal commercial register office is competent and which cantonal tax administration assesses the company. It sets the applicable cantonal and communal tax multipliers — the reason effective profit tax is roughly 11.9 percent in Zug and around 19.6 percent in Zurich (as of July 2026). And it appears on every extract, invoice requirement and official publication in the Swiss Official Gazette of Commerce.

Founders weighing Zug against Zurich are usually weighing exactly these effects: tax burden and prestige of the address on one side, proximity to staff and clients on the other.

Changing the registered office

Relocating the seat to another municipality is an articles amendment and follows a fixed sequence:

1. Resolution in a public deed

   The general meeting (AG) or members' meeting (GmbH) resolves to amend the seat clause of the articles before a notary.

2. Secure the new domicile

   Lease for own premises or a signed domicile declaration by the new domicile holder at the new seat.

3. File with the commercial register

   Application with the deed, amended articles and domicile evidence; the register transfers the entry to the new canton — the company continues without re-incorporation, keeping its UID.

4. Notify authorities and partners

   Tax administration, VAT register, compensation office, insurers, banks and key contracts; stationery and the website imprint follow.

An address change within the same municipality is far simpler: no notary, no articles amendment — a register filing with the new address or c/o declaration suffices. Cross-border relocations are possible too: Swiss private international law allows a foreign company to immigrate into a Swiss legal form, and a Swiss company to emigrate, without liquidation, if both jurisdictions cooperate — a specialist project rather than a routine filing.

The limits of a letterbox

A registered office without substance solves less than founders expect, and it is honest to say so. Tax law looks beyond the register: if the company is effectively managed from abroad or from another canton, the place of effective management can claim taxation regardless of the seat. Banks apply the same lens when opening accounts and routinely ask what actually happens at the domicile. And a company that stops being reachable at its legal domicile faces the organisational-deficiency procedure of Art. 934a CO: the register office sets a deadline, and if no valid domicile is restored, the company can ultimately be deleted ex officio.

The workable pattern for foreign-owned companies combines a registered c/o domicile with real decision-making in Switzerland — board meetings held here, a resident director, Swiss bookkeeping. How the pieces fit together at incorporation is described under Swiss company formation.