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 receipt of each enquiry, the Institute prepares a detailed estimation of cost and time, listing any additional company documentation that may be needed. The modified legal framework governing the Institute’s services requires the hours worked in preparation of this quotation to be invoiced to the person making the enquiry. The amount invoiced does not normally exceed CHF 1’300.- (plus Swiss VAT if the person is resident in Switzerland). Where it appears that greater preparation will be indispensible, the Institute contacts the person before issuing a quotation.