February 24, 2024

New Corporate Law: Commercial Register Application by an Authorized Third Party (no. 20)

New Corporate Law: Commercial Register Application by an Authorized Third Party (no. 20)

The new company regulation, which will come into power on 1 January 2023, brings quite a few alterations. In our present-day website sequence, we existing these in element.

Expanded Circle of Authorized Signatories

With the revision of the commercial register legislation as of January 1, 2021, the circle of people approved to indication industrial sign up programs has been expanded: while prior to the revision two users of the highest governing body of a business or a member with specific signing authority had to signal industrial sign-up applications, under the new legislation a person or more folks approved to indication for the enterprise in accordance with their signing authority or an licensed third social gathering can file the application in most scenarios. Whilst these simplifications are to be welcomed, they will only get comprehensive impact with the revision of the company regulation, which will come into power on January 1, 2023, therefore considerably escalating the quantity of doable conditions in which this expanded circle of licensed signatories can indicator professional sign up applications.

This report details the demands for business sign-up apps by an approved third social gathering, notably the stipulations for the electrical power of attorney. In certain, fiduciaries, attorneys-at-law and notaries are suited as approved third functions. For instance, as of January 1, 2023, the notary public who has notarized a cash raise can be tasked with the software, or an legal professional can be licensed to file staff adjustments of a firm with the commercial sign-up.

Specifications for the Electricity of Legal professional

The Swiss Code of Obligations does not prescribe any distinctive form for a energy of legal professional. In theory, it does not have to be in crafting and consequently does not have to be signed by hand. A electrical power of legal professional could consequently also be issued as a PDF by means of an digital signature. Nevertheless, for the ability of attorney relating to professional sign up programs, it will have to be pointed out that the knowledgeable business sign up compares the signatures on the power of attorney with the handwritten signature of the principals which are deposited with the industrial sign up (see down below). Consequently, a hand-signed energy of legal professional is factually expected.

Furthermore, the electric power of lawyer should be signed by one or much more members of the maximum governing entire body in accordance with their signing authority, so that a “entire signature” is realized. The electrical power of lawyer can as a result be signed, for instance, by one particular member with single signature authority or by two customers with collective signature at two. The signatures of the members of the optimum governing system (the principals) do not have to be legalized – in comparison to German regulation, for case in point – simply because these were being now legalized at the time the principals have been registered in the commercial sign-up as associates of the board (in the situation of a company restricted by shares or cooperative) or taking care of directors (in the circumstance of a restricted legal responsibility corporation) and the authenticity of the signature on the electric power of lawyer is verified by comparison with the signature deposited. Equally, the signature of the licensed 3rd celebration on the industrial sign up application does not want to be legalized, as it is legitimized by presenting the power of lawyer. Nonetheless, the commercial sign-up could demand from customers a legalization if there is any doubt as to the authenticity of the signatures.

The electrical power of legal professional will have to be drafted as a different doc and might not be built-in in the articles of association or in any minutes. Accordingly, it would be impermissible if, in the circumstance of a cash maximize, the ability of legal professional is granted to the notary general public as element of the publicly notarized board resolution on the implementation of the funds increase (“Feststellungsbeschluss“). With regard to the written content of the ability of lawyer, it will have to be clear that the third bash is licensed to symbolize the corporation in industrial sign-up matters.

Enclosure of the Electric power of Legal professional

The electrical power of lawyer have to be enclosed with the professional register software. According to the Swiss Federal Professional Registry Business (“EHRA“), a copy is sufficient. The first does not have to be submitted. Even so, a copy of the electrical power of attorney should be submitted once again with each and every professional sign up application, even if it was now enclosed with an before software. When submitting an software with the professional sign up, it is hence vital to make sure that a time-restricted energy of legal professional is still valid, unless of course the electrical power of legal professional is legitimate indefinitely till revoked. As an enclosure to the professional register software, the electricity of lawyer is subject matter to the basic principle of publicity and can as a result be seen by anybody free of demand on the internet portal of the respective professional register business office. It may well for that reason be required to be certain that the ability of attorney only relates to industrial sign-up issues so that other powers of the licensed third occasion do not develop into community.

Summary

The presented variations in the industrial register law blended with the simplifications relating to industrial sign up programs that will arrive into drive on January 1, 2023 (see Blog no. 17) of this blog site series) open up new alternatives for the highest governing physique of a business to delegate the filings and consequently provide for administrative relief. The authorization of a third party is a practical alternate to the filing by a particular person authorized to indicator for the company, in particular if a huge selection of authorized signatories reside overseas or in the situation of recurring filings, for example in the celebration of frequent staff mutations.