Setting up a Swiss subsidiary of a joint-stock company with head office abroad -- General Information - Documents required by the office of the Register of Commerce

• An actual extract on the foreign coroporation (head office) from the respective Register of Commerce with all current entries of the corporation or, if there is no institution corresponding to the Swiss (Cantonal) Register of Commerce, an up-to-date public certificate confirming that the corporation is organised and existing under the local law applicable to its head office.
• (If not already mentioned in the document listed above) a notarial certificate of the amount of the paid-in capital or a notarised extract from the financial statements which shows said amount.
• (If the document listed above does not indicate the members of the Board of Directors and the Auditors of the corporation) a notarial certificate giving full information on surnames, names, residence and citizenship (and for Swiss citizens place of origin) of each Director of the Board and a certified extract of the minutes with the elections of the Board of Directors and the Auditors of the corporation.
• A copy of the articles of incorporation certified by the competent office of the Register of Commerce or by another competent public office or by a notary public.
• A notarised extract of the minutes with the resolution of the competent corporate body to establish the branch, including name and exact address and by whom and in what form the branch shall be represented. Furthermore, the certified signatures of the individuals authorised to represent the branch have to be submitted.
• (If one of the documents listed above is not in German or French) a translation of the documents which has to be certified by a public translator or a public office or a notary public.
• An application signed by the Chairman (or Vice-Chairman) and another member of the Board of Directors.
• A duly signed form regarding the independence of the branch.
• The signatures of private persons have to be certified by a notary public or by a public office. Public deeds or public certificates established outside of Switzerland have to be legalized by the local Swiss Embassy or Consulate.

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.