Auditing the relocation of a company
Pursuant to art. 161 and 162 of the Federal Private International Law Act (PILA), foreign companies can relocate their registered office to Switzerland and Swiss companies can move their registered office abroad.
If a stock company relocates its registered office to Switzerland, a licensed audit expert has to examine if the reported share capital of the company is covered and if the relocation of the registered office is taking place in accordance with the legal regulations.
When a stock corporation relocates its registered office from Switzerland to abroad, a licensed audit expert has to examine if, pursuant to art. 127 para. 1 lit. b of the Commercial Register Ordinance (HRegV), the receivables of the creditors are secured or fulfilled within the meaning of art. 46 Swiss Merger Act, and whether the creditors agree with the deletion of the company in the commercial register.
Good to know
If a foreign company relocates its registered office to Switzerland, the issuance stamp duty is levied on the net asset value of the company at the time of its entry into the Swiss commercial register, parallel to the creation of participation rights pursuant to art. 5 of the Federal Law on Stamp Duty as part of a new formation or capital increase.