According to Swiss law, a branch is a commercial establishment dependent on a main company where it is legally integrated. The branch then carries out an activity similar to the main business for the long term. Its headquarters can be in Switzerland or abroad. The headquarters are separate, but the business establishment enjoys independence in the way it manages and conducts business.
In the branch world, these main points must be remembered and must be respected so that the dependent company is established according to market standards:
As the creation of a business requires registration in the Commercial Register, that of the branch is declarative. As the creation of a business requires registration in the Commercial Register, that of the branch is declarative.
The entry must be signed by a person authorized to represent the main establishment and the branch. It is also necessary to provide a part of the Commercial Register of the address of the main company. In the case of an SA or SARL, articles of association certified by the agent at the RC of the parent company are required. A certified extract from the minutes of the corporate body is also required, as well as the names of the delegates and the method of signature.
In the context of the branch’s business, registration generates legal jurisdiction at its premises in addition to the jurisdiction of the parent company. As for taxation, the dependent business establishment is subject to charges and is required similarly to a Public Limited Company or a Limited Liability Company in Switzerland.
Regarding the discrepancy, the company can be struck off upon request of confirmed main company delegates to claim branch-related registrations. In this context, it is then automatically deleted if the parent company has ceased to exist or if the latter is confirmed as no longer active.
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