The Importance of the Commercial Register for Freelancers

The Swiss Commercial Register is a public database containing key information about businesses operating in Switzerland. It provides transparency and legal certainty for all parties involved in commercial transactions. For freelancers, registering with the Commercial Register offers several benefits:

• Increased credibility and professionalism in the eyes of clients and partners
• Protection of your business name and brand
• Easier access to business services like banking and insurance
• Compliance with legal obligations for businesses above a certain revenue threshold

While registration is optional for freelancers earning less than CHF 100,000 annually, it's still recommended to register voluntarily for the benefits mentioned above.

A Brief History of the Commercial Register

The Commercial Register has a long history in Switzerland, dating back to the introduction of the Code of Obligations in 1883. Initially, business names were recorded in cantonal registers under the supervision of the Federal Commercial Registry Office. This allowed for clear delineation of responsibilities and representation rights, although it did not provide insight into a company's financial standing. Important changes and information were published in the Swiss Official Gazette of Commerce (SOGC).

Over time, the Commercial Register evolved into its current form - a comprehensive database managed by the cantons, containing vital details of various business entities including:

• Sole proprietorships with annual revenue exceeding CHF 100,000
• General partnerships
• Limited partnerships
• Corporations (AG/SA)
• Limited liability companies (GmbH/Sàrl)
• Cooperatives
• Associations operating a commercial enterprise
• Foundations (except family and ecclesiastical foundations)
• Branch offices of foreign and Swiss companies

The Legal Basis and Purpose of Registration

The Commercial Register is governed by the Commercial Register Ordinance (HRegV/ORC) and serves to establish and identify legal entities. Its purpose, as stated in Article 1 of the Ordinance, is to record and publish legally relevant facts, ensure legal certainty, and protect third parties within the framework of mandatory provisions of private law.

In practical terms, the register provides transparency about a company's legal relationships. Journalists in Luxembourg have used their country's commercial register to shed light on company leadership and understand financial flows in that tax haven, demonstrating the register's importance for due diligence.

Where and How to Register

Freelancers can register through cantonal web portals or the cantonal Commercial Registry Office using the online EasyGov platform. While postal registration is technically possible, you'll be referred to the online form. It's advisable to create a user account for federal administration sites if you don't already have one, as this is necessary to access the online platform.

The registration process on EasyGov involves two main stages:

1. Entering your company information
2. Providing your personal details as the business owner

The platform guides you through the process with information prompts and summaries for review between each major step. Pay close attention when reviewing, especially regarding your choice of legal structure, as this cannot be changed later.

You'll need to specify whether your business sells products or services and will be offered links to other necessary or optional registrations, such as social insurance (AHV/AVS). This helps centralize your administrative setup.

In the second stage, you provide personal information including your social insurance number, ID/residence permit, and company address.

Choosing Your Business Name

Your freelance business name must follow certain rules. It should include your surname (with or without first name) and may include additional elements like your field of activity or creative designations. However, the name must be truthful, not misleading, and must not infringe on any public interest.

EasyGov provides four tools to help you choose an appropriate name:

• Business name checker
• Conflict check with existing businesses
• Trademark conflict check
• Domain name availability (for creating a website)

Specifying Your Business Purpose and Fiscal Year

You'll need to provide a brief description of your company's purpose, outlining your activities, products/services, and target customers. For example, a plumbing business might state: "Engages in plumbing activities, offering services to businesses and individuals for the planning, design and repair of plumbing installations."

Regarding your fiscal year-end, the default date is December 31. However, you can strategically choose between a short fiscal year ending on Dec 31 of the current year or a long fiscal year ending at the close of the following tax year. This allows a first fiscal period ranging from 6 to 18 months (or even 24 months in some cantons).

A longer initial fiscal period can be advantageous, allowing you to work longer before closing your books and using accumulated funds to cover startup costs. Consult a fiduciary (Treuhand) for personalized advice on this matter.

When to Register

Registration is mandatory once your annual revenues exceed CHF 100,000. However, voluntary registration is recommended even below this threshold for the benefits mentioned earlier.

Registration is independent of other institutions like social insurance. However, the AHV/AVS threshold for mandatory registration is much lower than the CHF 100,000 for the Commercial Register, so be sure to investigate your social insurance obligations separately.

Costs and Processing Time

Registration costs for sole proprietorships start around CHF 80, with additional fees possible. Budget around CHF 150 to be safe. Processing times can vary but generally take 1-2 weeks.

Protecting Your Business: Avoiding Scams

Be wary of unsolicited contact from private registers after registering your business. These are often expensive scams. The official Commercial Register exists to prevent conflicts of interest and confusion between businesses - private registers do not offer the same protections.

Regarding timing, you can begin or continue operating your business before and during the registration process.