Beste Unternehmensregistrierung Anwälte in Wohlen

1. About Unternehmensregistrierung Law in Wohlen, Schweiz

In Wohlen, Switzerland, Unternehmensregistrierung refers to the official registration of business entities with the cantonal Handelsregisteramt (Commercial Register Office) under federal and cantonal laws. Registration creates or confirms a company’s legal personality and makes company information publicly accessible. The process is governed by the Swiss Code of Obligations (OR), the Federal Act on the Commercial Register (HRG), and the Swiss Civil Code (ZGB), as well as cantonal regulations in Aargau.

For GmbH and AG formations, the records include the company name, registered address, purpose, share capital, and the responsible directors or managers. The Handelsregister entry provides creditors, employees, and authorities with reliable information about the entity. In Wohlen, the cantonal office coordinates with the federal framework to ensure compliance and uniform registration standards across the canton of Aargau.

Key practical facts for Wohlen residents include the need for a local business address in Switzerland, proper notarization of founding documents, and timely filing of changes such as director appointments or address updates. The cantonal registry notes support for digital submissions in many cases, which can streamline the process. A person starting a GmbH or AG in Wohlen should anticipate notarization, name verification, and potential translations of documents if required by the registrar.

Source: The Swiss Code of Obligations (OR) and the Federal Act on the Commercial Register (HRG) govern corporate formation and registration processes. See fedlex.admin.ch for official text and updates.

2. Why You May Need a Lawyer

• Starting a GmbH in Wohlen requires drafting Articles of Association and a Shareholders' Agreement that clarifies ownership, voting rights, and transfer restrictions. A lawyer helps ensure these documents comply with OR requirements and fit the founders' intentions.
• You are acquiring a local business in Wohlen and need due diligence, including reviewing contracts, employee obligations, and potential liabilities that could affect registration or post-registration compliance.
• You plan to appoint directors or change the registered address after registration. A lawyer can prepare the necessary amendments and ensure timely filing with the Handelsregisteramt AG to avoid gaps in legal personality.
• Your ownership includes foreign founders or non-resident managers. A Swiss attorney can advise on residency, work permit implications, and appropriate corporate structure to satisfy cantonal rules.
• You anticipate a merger, capital increase, or conversion between corporate forms. A lawyer helps draft the necessary resolutions, required notarial steps, and documentation for the Handelsregisteramt.
• You need guidance on anti-money laundering and beneficial owner reporting obligations (GwG) tied to Swiss company formation and ongoing compliance. A lawyer can implement compliant processes from day one.

3. Local Laws Overview

• Handelsregistergesetz (HRG) - Federal: Governs the formal registration of businesses and changes with the Swiss Commercial Register. It sets the framework for what must be registered and how notices are made to the public. This law applies across cantons, including Aargau and Wohlen.
• Obligationenrecht (OR) - Federal: Determines corporate forms, capital requirements, liability, and internal governance for GmbH and AG. It is the primary source for forming and operating Swiss companies in Wohlen.
• Zivilgesetzbuch (ZGB) - Federal: Provides the legal personality framework for municipalities and corporate entities, including matters of capacity and representation that affect company formation and contracts.

Recent trends in Unternehmensregistrierung include ongoing digitization and online filing of registrations across cantons. Aargau and other cantons increasingly offer online submissions and electronic signatures to speed up processes and reduce in-person visits. For residents, using online options often shortens processing times and improves document tracking. For official text and updates, consult the Federal Portal and the Aargau cantonal registry pages.

Source: Federal texts on the Handelsregister and corporate law are accessible via the Swiss legal portal at fedlex.admin.ch. For cantonal procedures in Aargau, see ag.ch Handelsregister information.

4. Frequently Asked Questions

What is the Handelsregister and why is it needed in Wohlen?

The Handelsregister is the official public registry for Swiss businesses. Registration provides legal personality, public notice of key facts, and access to the company’s information for creditors and authorities in Wohlen and across Switzerland.

How do I start a GmbH in Wohlen and what documents are required?

You need a notary to authenticate the Articles of Association, a founding agreement among shareholders, and proof of capital payment. Then file the registration with the cantonal Handelsregisteramt AG and attach the notarized documents and any translations required.

What is the minimum share capital for a GmbH and for an AG in Switzerland?

A GmbH requires a minimum share capital of CHF 20,000, fully paid up. An AG requires CHF 100,000, with at least 50,000 francs paid up at registration. These amounts are set by the OR and HRG framework.

How long does registration typically take in the Aargau canton?

Processing times vary by case but typically range from 1 to 4 weeks after notarization and submission, depending on document completeness and any required translations. Online submissions can shorten the timeline in many cases.

Do I need a local lawyer to register my company in Wohlen?

No legal requirement dictates you must hire a lawyer, but a legal counsel or notary can prevent errors, ensure compliance with OR and HRG, and speed the process through accurate filings.

What documents are usually needed for a GmbH registration in Wohlen?

Common documents include the Articles of Association, a founding agreement, list of shareholders, proof of capital payment, notarization certificates, and the company address in Switzerland. The registry may also request translations for foreign documents.

Can a non-Swiss resident form a company in Wohlen?

Yes. Non-residents may form Swiss companies, but they may need local representation, a Swiss business address, and compliance with residency or business-visit requirements related to management roles.

What is the difference between AG and GmbH in practice?

An AG is typically used for larger ventures with a public or wide ownership structure and higher capital, while a GmbH suits smaller enterprises with closely held ownership. Both require registration but have different governance and share structures under OR.

Do I need to publish anything after registration in Wohlen?

Yes. The registration becomes public in the Handelsregister, and essential changes must be published through the official registry notices. The public notice provides information about the company’s legal status.

How much are typical registration fees for a new company in Wohlen?

Fees vary by form and canton, but you should budget for notary fees, registration charges, and possible translations. In practice, a GmbH may incur several hundred Swiss francs in total, while an AG can be higher, depending on notarization and cantonal charges.

Is online registration available for Wohlen and how does it work?

Many cantons offer online submission and e-signature options for Handelsregister filings, including Aargau. Check the cantonal registry portal for the specific steps, document upload requirements, and accepted digital signatures.

What happens if there is a change in directors or the company address?

Changes must be filed with the Handelsregisteramt AG to update the public record. The registry may require board resolutions, notarization, and proof of address changes to maintain accurate governing information.

Do I need to engage a notary for all registrations in Wohlen?

Notarization is typically required for Articles of Association and certain legal resolutions when forming GmbH or AG. A notary ensures correctness and acceptance by the Handelsregisteramt.

Are there ongoing compliance requirements after registration?

Yes. Companies must maintain accurate records, file annual accounts for certain forms, and update the registry for changes in ownership, management, or address. Compliance with GwG and tax obligations remains ongoing.

5. Additional Resources

• State Secretariat for Economic Affairs (SECO) - Official guidance on starting and running a business in Switzerland, including regulatory requirements and support programs. SECO - Swiss Federal Department of Economic Affairs
• Aargau Cantonal Administration (AG) - Handelsregister information, procedures, and contact details for the Cantonal Commercial Register Office serving Wohlen. AG Canton Portal
• Aargauische Industrie- und Handelskammer (AIHK) - Local business support, regulatory guidance, and networking resources for companies in Wohlen and the wider canton. AIHK

6. Next Steps

1. Define your business form (GmbH or AG) and check name availability with the Aargau Handelsregisteramt to avoid conflicts. Allocate a Swiss address for the entity before filing.
2. Prepare founding documents with clear governance rules and ownership details. Decide on capital contributions and appoint initial directors or managers.
3. Engage a local notary or corporate attorney to notarize the Articles of Association and relevant resolutions. Obtain any translations if required by the registry.
4. Submit the registration package to the Cantonal Handelsregisteramt AG, including notarized documents and proof of capital payment. Use online submission if available in your case.
5. Monitor the processing status and respond promptly to any registry requests for clarification or additional documents to avoid delays.
6. After registration, arrange VAT enrollment with the Swiss Federal Tax Administration if your turnover meets the threshold, and set up proper record keeping and annual accounting.
7. Review ongoing compliance requirements, including changes to management, address, or shareholding, and file updates with the Handelsregisteramt as needed.