The Commercial Register (Handelsregister) is Switzerland's official register listing all companies subject to mandatory registration — corporations (SA), limited liability companies (Sàrl), limited partnerships, branches and individual enterprises above certain turnover thresholds. Maintained by cantons under the supervision of the Federal Commercial Registry Office (OFRC), it constitutes a public information source on the legal and economic situation of registered enterprises.

Information available in the Commercial Register includes: company name, legal form, registered office, corporate purpose, paid-up and authorised capital, identity of governing bodies (directors, managers, auditors) with their signing powers, statutory amendments, securities on assets, and any pending enforcement or insolvency proceedings. Any change must be registered within 30 days of the decision.

In due diligence and business sale contexts, the Commercial Register extract is one of the first documents analysed by the acquirer's advisors. It allows verification of the legal structure's conformity with seller representations, completeness of registrations, absence of transfer restrictions (statutory pre-emption rights, approval clauses), and existence of any registered judicial proceedings or enforcement orders.

Example: during due diligence of a Vaud SME, Hectelion consults the Commercial Register extract and identifies that the board of directors still includes a former founding partner who left 8 months ago — a not-yet-registered amendment. This finding leads to verification of whether material decisions were taken during this period and whether the director's removal has been properly formalised.

At Hectelion, we systematically review the Commercial Register in our Franco-Swiss due diligences to validate the legal structure coherence of the target.