Transfers of international registered offices

The SICL regularly prepares documentation envisaged by the Swiss federal Regulations of 17 October 2007 governing the Commercial Registry (ORC, RS 221.411) in the context of cross-border corporate restructuring, such as registered company transfers to Switzerland. For example, the Institute can prepare documentation which provides “proof that the foreign legal entity can adapt itself to a legal form recognised by Swiss law” (Art. 126, par. 2, cl. c. ORC) or “proof that a cross-border merger is permissible under foreign law” (Art. 146, par. 1, cl. b. ORC), as well as “proof that a cross-border transfer of patrimony is permissible under foreign law.” (Art. 147 ORC). However, the relevant cantonal Commercial Registry Office has the sole power to decide whether a particular certificate or legal opinion prepared by the Institute qualifies as “proof” under the applicable provisions of the ORC.

In order to prepare the legal opinion or certificate requested, the Institute will need to inspect, at the very least, copies of the following documents:

  1. Articles of association / incorporation of the company or companies involved (current version)
  2. A current company registry certificate in respect of each of the companies involved.

Upon receiving a request, the Institute will prepare an estimation of costs and of the foreseeable timeframe, as well as details of any additional company documents which may be required.