Revised company law enters into force on July 1, 2016

On September 25, 2015, Parliament passed the amendment to the Code of Obligations (CO). The referendum period expired unused on January 14, 2016.

Continuity of the company name

The amendment to the Swiss Code of Obligations, which was enacted by the Federal Council on May 18, 2016, means that once a company name has been chosen, it can be continued for an indefinite period. In particular, in the case of partnerships, changes of partners are possible without changing the company name and the conversion into another legal form ideally only affects the company name in the addition of the legal form. In this way, the acquired and maintained value of a company name is preserved. In addition, the respective legal form will be directly recognizable from the company name in the future.

Equal rules in the formation of companies

Furthermore, the same rules will apply to all companies in the future. Except in the case of sole proprietorships, the company name consists of a freely formable core, which is supplemented with the corresponding indication of the legal form. The legal form may be written out in full or abbreviated. The Federal Council determines the permissible abbreviations of the legal forms. Therefore, the entry into force of the new legal provisions also requires an amendment to the Commercial Register Ordinance (HRegV), which will also enter into force on July 1, 2016.

Finally, the amendment to the OR standardizes the exclusivity of the company name. The exclusivity of the company name is now extended to the whole of Switzerland for all companies. This takes into account the fact that the sphere of activity of many companies is no longer limited to the municipality in which they have their registered office.

Source: Federal Office of Justice