Transfers of international registered offices

The SICL regularly prepares documentation envisaged by the Swiss federal Regulations of 17 October 2007 governing the Commercial Registry (ORC, RS 221.411) in the context of cross-border corporate restructuring, such as registered company transfers to Switzerland. For example, the Institute can prepare documentation which provides “proof that the foreign legal entity can adapt itself to a legal form recognised by Swiss law” (Art. 126, par. 2, cl. c. ORC) or “proof that a cross-border merger is permissible under foreign law” (Art. 146, par. 1, cl. b. ORC), as well as “proof that a cross-border transfer of patrimony is permissible under foreign law.” (Art. 147 ORC). However, the relevant cantonal Commercial Registry Office has the sole power to decide whether a particular certificate or legal opinion prepared by the Institute qualifies as “proof” under the applicable provisions of the ORC.

In order to prepare the legal opinion or certificate requested, the Institute will need to inspect, at the very least, copies of the following documents:

  1. Articles of association / incorporation of the company or companies involved (current version)
  2. A current company registry certificate in respect of each of the companies involved.

Upon receiving a request, the Institute will prepare an estimation of costs and of the foreseeable timeframe, as well as details of any additional company documentation which may be required.

In the provision of this documentation, the SICL is providing a service envisaged by the federal Regulations governing the Fees of the Swiss Institute of Comparative Law. These regulations primarily foresee that fees will be invoiced according to the amount of time spent in performing the services requested, but they also allow the level of fees to be adjusted in accordance with the (economic) importance of the services for the client. Since 1 August 2015, documentation issued in the framework of the ORC is actually invoiced in accordance with the number of hours of work actually spent in providing the documentation requested. The fee estimate varies according to the foreign jurisdiction in question and the complexity of the restructuring planned. This means that documentation concerning foreign jurisdictions in respect of which the Institute needs to carry out new research will be more expensive than documentation concerning foreign jurisdictions which have recently been examined in detailed. Fee estimates are based on the assumption that all company documentation listed in the estimate will be provided to us in the correct form together with the confirmation of the mandate. If this turns out to be incorrect and subsequent correspondence is needed to obtain documents, the additional time thus spent will be invoiced in addition to the number of hours anticipated in the initial fee estimate.