English guide

Amending the Articles of Association of a Swiss GmbH or AG

New company name, registered office, purpose or management: when an amendment needs a notarial deed, who has to sign, what the commercial register charges and how to do it entirely online.

ON

Online Notariat team

28 October 2026 · Updated 29 October 2026

Reviewed by our notary in St. Gallen

8 min read

Key takeaways

Changing the name, registered office, purpose or capital of a Swiss GmbH or AG is an amendment of the articles: a resolution of the general or partners' meeting, recorded as a public deed and entered in the commercial register. Changes of management or address within the same municipality are simpler register mutations.

  • Flat fee CHF 400 for any combination of changes – for a GmbH including the transfer of shares
  • Fully online, signing by QES possible – documents within 24 hours, registration usually within 5–8 days
  • Commercial register fee for the amendment: CHF 200, plus small charges per additional entry

Companies change: a new name, a move to another canton, a broader business purpose, a new managing director. In Switzerland, some of these changes require a notarial deed, others only an entry in the commercial register. This guide explains the difference, the process and the costs.

Amendment of the articles or simple mutation?

Which changes need an amendment of the articles
ChangeWhat is needed
Company nameAmendment of the articles (notarial deed)
Registered office in another municipality or cantonAmendment of the articles (notarial deed)
Business purposeAmendment of the articles (notarial deed)
Capital increase or reductionSpecial amendment with its own requirements
Transfer of shares in a GmbHWritten assignment, consent of the partners' meeting, register entry
New or departing managing directors or board members, signing authorityRegister mutation – no notarial deed
New address in the same municipalityRegister mutation (change of domicile)
Auditor, opting out of the auditRegister mutation

Several changes can be combined in one resolution – that saves time and money. With us, the flat fee stays the same however many points you change.

How the amendment works

  1. Enter the changes with our AI notary assistant (in English, 24/7) – or tell our team.
  2. Notary review: we check the changes, phrase them in line with commercial register practice and prepare the new articles, the resolution and the register application. You usually receive everything within 24 hours.
  3. Power of attorney: all partners or shareholders sign a power of attorney so that the meeting can be held as a universal meeting – without notice periods. For an AG we first send the share register for signature to establish who the shareholders are.
  4. Notarial deed: we record the resolution as a public deed within 24 hours of receiving the signed documents.
  5. Register application: signed by the authorised signatories after the deed – then we file it with the commercial register of your company's canton. The change is usually entered within 5–8 days and published in the Swiss Official Gazette of Commerce.

Who signs what?

  • Power of attorney: all partners (GmbH) or shareholders (AG).
  • Commercial register application: authorised signatories according to their signing authority – one person with sole signature, two with joint signature.
  • New board members or managing directors with signing authority: all board members or managing directors sign the application; it then also serves as their circular resolution, so no separate minutes are needed. The new person confirms acceptance of the office.
  • Certified signatures: only for persons newly registered as authorised signatories. Signatures already on file with the registry remain valid – except when the company moves to another canton, where all authorised signatories file their signature again.
  • Departing persons may also apply for their own deletion from the register.

With a Swiss qualified electronic signature (QES) no certification is needed at all – see Signing from abroad with QES.

Costs

Costs of an amendment of the articles
ItemAmount
Our flat fee (any combination of changes, GmbH incl. share transfer)CHF 400 + VAT
Fully digital signing by QES+ CHF 150 (from the third signatory + CHF 50 per person)
Signing in person in St. Gallen+ CHF 100
Register fee: amendment of the articlesCHF 200
Register fee: each new or departing person or functionCHF 20
Register fee: change of GmbH partnersCHF 70
Register fee: change of domicile, auditor or opting outCHF 30 each

The official register fees are uniform throughout Switzerland and are invoiced directly by the registry. A capital increase is a special case with its own requirements; our flat fee for it starts at CHF 1,500.

Good to know

Transparency register: if an existing company makes its first commercial register change after 1 October 2026, it must report its beneficial owners within one month. Changes among the beneficial owners – for example after a share transfer – must also be reported within one month. We prepare the required list for CHF 49.

Language: the resolution and the articles are drawn up in the official language of the company's canton. For companies in French-speaking cantons, our AI assistants work in French as well.

Related guides: Moving the registered office and Transferring shares in a Swiss GmbH.

Frequently asked questions

Does every change to a Swiss company need a notary?+

No. Changes to the articles of association – such as company name, registered office (municipality), purpose or capital – require a resolution of the general or partners' meeting recorded as a public deed. Other changes, for example new managing directors, signing authorities or a new address in the same municipality, are simple commercial register mutations without a notarial deed.

Do I need a general meeting if I am the only shareholder?+

Yes, but without formalities. Even in a single-member company the amendment must be resolved formally and recorded as a public deed. The meeting is held as a universal meeting, so no notice periods apply.

Who signs the documents for an amendment?+

All partners (GmbH) or shareholders (AG) sign the power of attorney for the meeting. The commercial register application is signed by authorised signatories according to their signing authority. If new members with signing authority are elected, all board members or managing directors sign the application, which then also serves as their circular resolution. Only newly registered signatories need to have their signature certified – or they sign with a Swiss QES.

How much does an amendment of the articles cost?+

Our flat fee is CHF 400 (excl. VAT), however many points you change in one resolution – for a GmbH including the transfer of shares. The official commercial register fee for an amendment of the articles is CHF 200, plus small charges for other entries such as new persons (CHF 20 each).

How long does it take?+

You usually receive the documents within 24 hours. We notarise within 24 hours after receiving the signed documents and file with the commercial register; the entry is usually made within 5–8 days.

Ready to change your company's articles?

Start with our AI notary assistant – it speaks English, is available 24/7 and only needs a quick e-mail verification, no account.

Prefer a person? Our team in St. Gallen is happy to help in English: +41 71 272 26 55.

Or contact our team →

Flat fees excl. VAT; official commercial register fees are charged separately by the registry.