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How to Freelance in Switzerland: Company Naming Rules

May 15, 2017 | einzelfirma, entrepreneur, freelance, KMU, self-employed, Small Business, smallbiz, SME, sole proprietorship, solopreneur, startup, Swiss, Swiss Biz, Switzerland, taxes

Freelance in Switzerland motivation

So you’ve done your homework and checked that you have the right kind of Swiss work permit and meet the requirements to start freelancing, respectively, a sole proprietorship business.

Time to get busy, baby!

In this week’s instalment of the Freelance in Switzerland series we look at the Swiss rules and regulations for Sole Proprietorship business names and some online tools that can assist with researching existing companies.

Name your Freelance / Sole Proprietorship Biz

Any new company name must meet certain rules and regulations under Swiss company law, which are set out in articles 944-956 of the Swiss Code of Obligations and articles 36-38 in the Company Registry Code (Link in German only) for a Sole Proprietorship.

On 1st July 2016 the Federal Office of Justice issued a 22 page guideline for company naming rules in Switzerland in German, French and Italian. Here are the links to the full PDF documents in the three official Swiss languages.

As there is no English translation available of these guidelines at this point in time, here’s the gist of it for the expat entrepreneur:

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A:  Content & Context

There are two parts to the naming rules in the Swiss Code of Obligations:

  1. the general rules, applicable to each and every new company
  2. the individual rules depending on the business entity


GENERAL RULES

The Swiss Code of Obligations sets the following parameters to regarding ANY new business name:

Art 944 A. General principles of business name composition / I. General provision

General principles of business name composition

1. General provisions

1 In addition to the essential content required by law, each business name may contain information which serves to describe the persons mentioned in greater detail, an allusion to the nature of the company or an invented name provided that the content of the business name is truthful, cannot be misleading and does not run counter to any public interest.

2 The Federal Council may enact provisions regulating the permissible scope for use of national and territorial designations in business names.

In short:

Your business name has to be truthful and not misleading, which means that you can call your business Miller’s Laundry Services as long as you actually run a laundry service and not, you know, a bakery, for example.

Furthermore it entails that you cannot use terms like “university, hospital, public, charitable or non profit, unless your company is in fact, a university, hospital, public or charitable. In that same vein, you cannot call your business a bank unless you actually have a banking licence. Some of these professions will also require a respective authorisation, which we’ll cover in the next instalment of the freelance series: planning.

Finally, it is OK to add fantasy and other descriptive words as long as they are not infringing on existing business names or are of an offensive nature.

INDIVIDUAL RULES FOR SOLE PROPRIETORSHIP COMPANIES

Art. 945 A. General principles of business name composition / II. Names of sole proprietorships / 1. Essential content

II. Names of sole proprietorships

1. Essential content

1 A person operating a business as sole proprietor must use his family name, with or without first name, as the essential content of his business name.

It doesn’t matter where your family name is placed within the company name, but the name must appear as it is given in your legal documents, i.e. your passport or ID and cannot be altered or abbreviated.

 

If you get married and change your name, the name of your sole proprietorship has to change accordingly.

Valid business names: Smith’s Consulting / Bakery Miller / Awesome Designs by Mimi Miller .

Invalid business name: Smithy’s Consulting (if last name is Smith) / Consulting by Jonesy (if last name is Jones).

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Note, that it is not necessary for the family name to appear in the logo of the Sole Proprietorship company, but the full company name must be included on all official documents (invoices, contracts, etc.).

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2  If the business name contains other family names, it must indicate which one is the proprietor’s family name.

3  The business name must not have any kind of suffix or ending which suggests constitution as a company or partnership.

For example a company name such as Schmid Beratungs Gesellschaft aka Smith Consulting Corporation is NOT allowed, but Schmid Consulting is ok to use for a Sole Proprietorship as long as it is not already taken.

You can check yourself if the a name is not registered with the Swiss Central Business Name Index (Zefix) or have the index searched for you for a small fee at Regix. This service, however is only available in one of the three Swiss official languages.

Art. 946 A. General principles of business name composition / II. Names of sole proprietorships / 2. Exclusivity of the registered business name

2. Exclusivity of the registered business name

1 The name of a sole proprietorship entered in the commercial register may not be used by another business proprietor in the same location even if he has the same first name and family name from which the older business name is formed.

2 In such a case, the owner of the newer business must add a suffix or ending to his own name to produce a business name which is clearly distinct from the older business name.

3 Claims in respect of unfair competition against sole proprietorships registered in other locations are reserved.

5 Steps to Freelance in Switzerland

Prep:    Work permit requirements
Step 1: Name your business

Step 2: Plan your business
Step 3: Incorporate and register
Step 4: Kick off
Step 5: Keep rocking

SSBB Swiss Sole Proprietorship Checklist

I am a multilingual business executive, communications professional and writer with 20+ years of experience in operations and project management in various roles and industries.

Through the SSBB workshops and blog I help expat entrepreneurs plan, start, register and run their (small) business in the Switzerland.

Get connected

B:  Characters, Syntax & Protected Abbreviations

In addition to the above provisions, regulations apply regarding the use of characters and syntax which are set forth in the Commercial Register Ordinance (Handelsregisterverordnung or HRegV) and stipulate that the company name

  • must be made up of Latin alphabet characters only, whereas both capital and lower case letters are allowed
  • may use Arabic numbers in the company name
  • can be in any language as long as the name is written using the Latin alphabet and Arabic numbers
  • can use punctuation marks in direct conjunction of a word, but not as an individual part of the business name
  • can NOT use any special symbols or characters such as hearts, stars, emojis etc.
  • may use the ampersand & or + in the company name where it is used in the sense of the word “and”
  • can include a maximum of one blank space in between word entities

Valid examples:  Miller Fit4You / WhazzUp? Walter /  Bloggin Smith / Rogers & Rhymes Copywriting
Invalid examples: ! Miller / ***MillerMusic*** / Fun@4 by Hunter / +++TheBestCopy by Bell

Furthermore, certain abbreviations are protected in accordance with the Federal Act of 15 December 1961 on the Protection of the Names of the Organisations of the United Nations and other international organisations and cannot be used.

You can find the list on the website of the Swiss Federal Institute of Intellectual Property

List of protected abbreviations

 

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If you are uncertain, whether the name for your sole proprietorship meets the legal requirements, you can submit a draft to your cantonal commercial registry for preliminary examination.

C:  Links and Tools

Swiss Central Business Name Index ZEFIX
Official website of the Swiss company registries. Here you can research existing company names yourself. It includes the addresses of all cantonal commercial registries as well.

Swiss Central Business Name Research REGIX
For a small fee of CHF 40 per name search plus CHF 10 handling fee, the Swiss Central Business index staff will perform a semi-automated research for your company name draft. The research includes similar looking and sometimes even phonetically similar companies names, that are actively listed in the Swiss Company Index.

You can order and pay the research online and turn around time is typically around 48 hours.

You can also order the research by letter / fax, but turn around times are quite a bit longer accordingly.
Here is the order form in all the official Swiss languages

Swiss Institute for Intellectual Property
As your chosen company must not infringe on existing brands, the Swiss Institute for Intellectual property offers a variety of paid research options as well. It even has a dedicated page for Trademark Searches with the similarity search for business names. Fees for word mark researches start at CHF 400.

 

 

D:  Name, Domain & the Branding Game

A final word ere I sign off this blog post. The company name is one of the most vital elements of your business, it will represent who you are and what you stand for. It is so much more than just a label you’ll stick on so you can get going and shouldn’t be rushed. It will be the foundation on which your brand will be built, so don’t cut corners. Make sure it complies with the rules and regulations, but also check that the respective domain is available.

But most of all, for the love of Spock, put a little effort into making it stand out from the sea of sameness.

With that in mind, I leave you with the words of the final grail knight in Indiana Jones and the Last Crusade.

You got the tools, now go and make it so.

Almost there!

Just complete this form and click the button to get the link to the Sole Proprietor setup checklist.

All done! Check your inbox for an email with the download link.