Content - Changes

Changes and transformation of legal form

Overview of contents

Change of company seat or domicile

Information concerning the transfer of company seat and change of domicile is available (in German) from the website of the cantonal Commercial Registry Office (HRA).

Transformation through change of legal form

At some point, the need may arise to change the legal form of your company.

Based on the Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act, Fusionsgesetz), a transformation is a change of legal form whereby the transforming legal entity keeps its identity. The transformation is registered accordingly in the commercial register.

The Merger Act regulates which transformations are possible and describes the procedure according to which the change of legal from is to occur. The following transformations are permitted: 

Dissolution and re-founding

All assets and liabilities of the company are transferred to the newly established company with the first company ceasing to exist. In this respect, particular attention should be paid to the founding modalities for the respective legal form (e.g. disclosure of the contributions in kind)). Two entries are made in the commercial register: the new entry of the one company and the dissolution of the other.

Examples

  • The owner of a sole proprietorship transfers the assets and liabilities of the business through contributions in kind to an AG or GmbH to be newly founded. The sole proprietorship is deleted.
  • The partners of a general or limited partnership transfer their assets and liabilities through contributions in kind to an AG or GmbH to be newly founded. The general or limited partnership is dissolved and deleted from the commercial register.

Further information (in German) on the subject of dissolution is available from the following websites and web pages::

Company succession

Information about company succession is available (in German)  

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