Commercial register receives central database
The Swiss Commercial Register is refreshed.
The Federal Council wants to modernize the commercial register so that it can continue to fulfill its important function in the service of security and efficiency of legal transactions. This has been the Federal Department of Justice and Police (FDJP) recently communicated.
Since 1937, the provisions on the commercial register in the Code of Obligations have not been comprehensively revised. Five years ago, the Federal Commission of Experts on the Commercial Register drew up a "vision" and came to the conclusion that modernization was necessary.
AHV no. as identifier
The AHV insurance number will now also be systematically used to identify natural persons in the commercial register, as is already planned for other registers under private law. This permanent personal identifier improves the register management, in particular thanks to the quality and timeliness of the personal data, writes the FDJP.
Until now, personal data has been recorded decentrally in the respective cantonal commercial register databases. For this reason, it is not possible today to determine on a nationwide basis which natural person is entered in the commercial register in which function or with which signing authority at various legal entities. The creation of a central database is intended to remedy this situation.
Facilitation for societies
The Federal Council's bill also provides for simplifications for companies. According to the FDJP, the "Stampa declaration" as a separate document is to be abolished. This declaration serves, in particular, when a corporation is entered in the commercial register as confirmation that there are no contributions in kind, acquisitions in kind, offsetting items or special benefits other than those specified in the documents. The assignment of shares in a limited liability company between shareholders will also be partially exempt from formal requirements, according to the statement.
According to the FDJP, the comprehensive revision of the commercial register law strengthens legality, legal equality and clarity. Important contents of the current Commercial Register Ordinance of October 17, 2007 would be anchored in the Code of Obligations.
The Federal Council has just adopted a dispatch on the amendment of the regulations on the commercial register.
