Please find my summarized (without claim to completeness) input or rather overview with respect to documents required for a relocation/transfer of HQ’s to Switzerland (for a transfer of a company abroad to Switzerland, articles 161 et. seqq. of the Swiss International Private Law as well as article 126 of the Swiss Commercial Register Decree are applicable):
- Excerpt from the Commercial Register at the place of the HQ, notarized and with Apostille (in case such country is a member of the Apostille convention, if not, other legalization regulations apply).
- Public Deed including articles of association on the transfer of seat as well as the amendment of the articles of association in order to be in line with Swiss law.
- Confirmation on the legitimacy of the cross-border transfer of seat, either from a competent foreign administration, institute or notary or from the above mentioned Swiss Institute of Comparative Law (www.isdc.ch). If done abroad, translations into German with notarization and Apostille are required.
- Confirmation of the company’s administration (board) that the center of the business activities was transferred to Switzerland (reference is made to art. 162 para. 1 Swiss IPL).
- Audit report (reference is made to art. 162 para. 3 Swiss IPL), wheras the company must give evidence by a licencened audit expert in accordance with Swiss law that the company’s stock/equity capital is covered in accordance with Swiss law, before the transfer is registered in Switzerland. Please note that the timing may is quite crucial since the company may must draft an interim balance sheet.
- Evidence that the modification to Swiss law is possible, whereas such confirmation probably will be given by the ISDC.
- Further receipts such as declaration of acceptance of the audit firm, application to the Commercial Register, notarized signatures (with Apostille/super legalizatoin if executed abroad), declaration of acceptance of member of the board of directors, managing directors etc., form Stampa and Lex-Friedrich, domicile acceptance letter and so on (to be specified for each case).
Please do not hesitate and contact me in case you have any questions or in case you would like to discuss such transfer in more detail.