From the notary to the commercial register

Do you need a notary?

The answer depends on the legal form, and on nothing else.

• Sole proprietorship, general partnership, limited partnership, no. Creation and registration are done entirely online, without a notarial deed.
• Sàrl, SA, partnership limited by shares, cooperative, foundation, yes, the deed of incorporation must be executed as a public deed before a notary. Registration only takes place after it is signed. Only family and ecclesiastical foundations are exempt.
• Association, branch, no. An association registers as soon as it runs a commercial activity; a branch registers in the register of its location.

This is the main procedural difference between the two families, and it explains most of the gap in cost and lead time at incorporation.

What the notary actually does

The notary does more than stamp. They certify the identity and intent of the founders, check that the articles of association comply, certify that the capital has been paid in, and record the mandatory declarations in the deed.

Two of them come up every time: the Stampa declaration, by which the founders confirm there are no contributions in kind, acquisitions of assets or special benefits other than those mentioned, and the Lex Koller declaration, on the acquisition of real estate by persons abroad.

The Stampa declaration must now appear in the findings of the public deed itself, no longer on a separate form. A file built on an old template gets sent back.

Finding a notary in Geneva

Geneva notaries are appointed by the Council of State and grouped in a chamber that publishes their list. All of them incorporate companies; ask for a quote in figures before committing, and compare what it includes, drafting the articles, the declarations, filing with the register.

Writing the company's purpose

The purpose is the sentence that says what the company does. It appears in the register, visible to all on Zefix, and it bounds what the company may do in its own name. The Geneva register sets four requirements:

• the field of activity must be clearly recognisable by third parties, preferably in a concise wording;
• if the business name is descriptive, the purpose must be consistent with it, a “Peinture Morand SA” whose purpose does not mention painting is sent back;
• the terminology is French: a foreign term comes with its equivalent;
• technical terms and abbreviations are spelled out.

What follows is practice, not law. Describe the core of the trade first, in the words your clients use, “painting, plastering and floor-covering works” rather than “services in the construction field”. Then add what you may do one day: a sentence such as “and any activity directly or indirectly related to this purpose” saves a return to the notary for an extension of activity. It does not exempt you from staying recognisable: a purpose that says everything says nothing, and the register sends that back too.

For an Sàrl or an SA, the purpose is in the articles: changing it later means a general meeting, a notarial deed and a new registration, with the corresponding fees. An hour of thought at incorporation is worth several hundred francs later.

The capital: the order of operations surprises

For an Sàrl or an SA, the capital must be deposited in a blocked escrow account before incorporation, and the bank issues a certificate that the notary records in the deed. The funds are released in the company's name once registration is done.

To open that account, the bank generally needs to link the deposit to the company being formed: an advance extract can be requested from the cantonal register, for a fee, precisely for that.

When is registration mandatory?

• Sàrl and SA, always. The company is born from its registration; without it, it does not legally exist.
• General partnership, always. Without registration, the group is treated as a simple partnership, with joint liability of the partners.
• Sole proprietorship, from CHF 100,000 of annual turnover, or if the activity is run in a commercial manner. Below that, it is optional.

The lead time, and what makes it vary

Count on 5 to 60 days depending on the complexity of the file and the workload of the cantonal office. The gap is considerable, and it mostly comes down to the quality of the file submitted: a file complete on the first attempt is processed at the low end of the range.

Filing itself goes through EasyGov, the SECO's federal portal, free to use, with register and notary fees due separately.