Setting up of a Swiss subsidiary of a joint-stock company with head office abroad - General Information

A Swiss branch of a company incorporated in a jurisdiction other than Switzerland must be registered in the commercial register of the canton where the branch is located. The name of the branch must be the same as that of the main office and must in addition mention the domicile of both the head office and the branch. Furthermore, the name must explicitly contain the word "branch".

Although legally dependent from the head office, a registered branch must be economically independent to some extent. Thus, the law requires the keeping of a separate set of books by the branch office.

A duly authorised Swiss resident having authority to represent the Swiss branch must be appointed. It needs not be a Swiss citizen. The authorisation encompasses all legal acts that may arise within the scope of the company's purpose. It can however be limited to the scope of the branch office's business.

The representatives of the branch may enter into any legal act within the objective of the corporation. Internal regulations may impose limits on the power of the branch's representatives. However, such limits are not effective vis-à-vis third parties unless the third party is or should be aware of them. Swiss Law also knows a small number of general restrictions (i.e. "only legal acts in connection with the business of the branch") that are effective vis-à-vis any third party as soon as such restrictions are registered in the commercial register.

The content of this article is intended to provide general information on the subject matter and is not a legal advice. An individual matter requires legal advice according to the specific circumstances.