Commercial register: what must an SA or Sagl register and update?

Updated October 2026 · by Dr Pier Paolo Gori

A Swiss SA (company limited by shares) or Sagl (limited liability company) must always be entered in the commercial register. It only becomes a legal entity on registration. The register shows key facts such as its name, registered office, capital and authorised signatories. Whenever one of these facts changes, the company must notify the competent cantonal office. Since 1 October 2026 there is a new duty as well: reporting beneficial owners to the federal transparency register.

Who must register in the commercial register?

For corporations, registration is not a formality. An SA or Sagl acquires legal personality only on registration, preceded by a public deed before a notary.

Other main cases:

• Sole proprietorships: registration is compulsory from annual gross turnover of CHF 100,000. Turnover from several such businesses is added up.

• Unincorporated business associations: the Swiss collective and limited companies (società in nome collettivo, società in accomandita).

• Other entities: associations running a commercial business, and branches of Swiss and foreign companies.

A registered business is subject to debt enforcement by bankruptcy, but its name is protected. For the incorporation steps, see the guide “Setting up a company in Lugano”.

What does the entry for an SA or Sagl contain?

The main items are:

• Business name: the name, with the legal form ("SA" or "Sagl") added where required.

• Registered office and address: the municipality of the registered office and the legal address.

• Purpose: the company's activity, as described in the articles of association.

• Capital: share capital or capital contributions. The minimum is CHF 100,000 for an SA and CHF 20,000 for a Sagl.

• People and signatures: directors, managing officers, executives and holders of procuration, with their type of signature (sole or joint by two).

• Audit: the auditor, or the waiver of the limited audit (opting-out), available with an average of fewer than ten employees.

Which changes must be notified to the register?

Every registered fact that changes must be notified. The most common cases are:

• Officers: appointment or departure of directors and managing officers, new executives or holders of procuration.

• Signatures: a change in the type of signature or the revocation of a procuration.

• Articles of association: a change of name, purpose or capital, with a shareholders' resolution and a public deed.

• Registered office: a move to another municipality or canton. In the latter case the company registers with the new office, which informs the previous one.

Signatures on notifications must be certified. A person leaving the board may notify their own removal.

Where are the data published and searched?

Registered facts are published in the Swiss Official Gazette of Commerce (SOGC, in Italian FUSC). Publication has legally binding effect.

For public searches there is Zefix, the central business name index, updated daily. An extract for a company is free but has no legal effect.

Every company also receives a Unique Enterprise Identification Number (UID, in Italian IDI). Since 1 January 2014 the same number has applied to the commercial register and to VAT.

What changes with the transparency register?

An SA already keeps a share register and a list of beneficial owners; a Sagl keeps the list for holdings from 25%. These are internal documents.

The Federal Act on the Transparency of Legal Entities (LTPG in Italian) came into force on 1 October 2026. The new transparency register is kept by the Federal Office of Justice. The key points:

• Who reports: among others, SAs, Sagls and cooperatives, plus some foreign legal entities with links to Switzerland.

• How: electronically via EasyGov, free of charge.

• Deadlines: for existing entities they range from one month to two years, depending on the type of entity.

• Access: the register is not public; authorities and financial intermediaries consult it.

• Simplifications: in some cases (a Sagl owned only by individuals, a one-person SA) the data are taken from the commercial register.

Later changes in beneficial ownership must also be reported. For group structures, see the guide “Swiss holding company”.

What does it cost and whom do you contact in Ticino?

In Ticino the competent authority is the Commercial Register Office, at Via Tognola 7 in Biasca.

Fees are set by the federal ordinance on commercial register fees. Some indicative amounts:

• Registering an SA or Sagl: CHF 600 if the capital does not exceed CHF 200,000.

• Certified extract: CHF 50; CHF 100 before publication in the SOGC.

• Certification of a signature: CHF 20.

Beware of misleading invoices: only the cantons collect commercial register fees.

Frequently asked questions

Is registration in the commercial register compulsory for a Sagl? Yes. A Sagl acquires legal personality only on entry in the commercial register.

Can anyone consult the transparency register? No. Access is limited to authorities designated by law and to financial intermediaries; the company can request extracts of its own data.

How much does reporting beneficial owners cost? Entries, changes and deletions in the transparency register are free of charge. Reminders, warnings and extracts are subject to fees.

How we work

Collina d'Oro Consulting SA assists directors and shareholders with commercial register notifications, revisions of the articles and reporting to the transparency register. Our team checks which changes need to be registered and coordinates the steps with the notary and the cantonal office.

Sources: Swiss Confederation SME portal – Commercial register: how it works · Swiss Confederation SME portal – Company limited by shares · Swiss Confederation SME portal – Limited liability company · Swiss Confederation SME portal – Registering a company · Swiss Confederation SME portal – Changing registered office · Swiss Confederation SME portal – UID register · Federal Office of Justice – Commercial register, Zefix and Regix · Federal Office of Justice – Transparency register: questions and answers · Federal Office of Justice – Transparency register goes live · Federal Council – New anti-money laundering rules · Canton Ticino – Commercial register FAQ · Canton Ticino – Commercial register fees · Canton Ticino – Commercial Register Office · Canton Ticino – Commercial register services