Insights · Due diligence
What Swiss public records tell you about a counterparty, and what they don't.
Before any signature, part of the picture of a counterparty is free and public. Knowing how to read it is useful. Knowing where it stops is what protects you, because expensive due diligence mistakes are, in our experience, as often made by people who checked the obvious sources and found nothing as by people who checked nothing at all. Finding nothing and having an answer are not the same thing.
01
The commercial register: reliable, and narrow
The commercial register is the backbone of any Swiss check, and for what it actually records it is dependable: legal form, incorporation date, registered office, purpose, capital, and the people authorised to sign. Changes are published in the SHAB, the official gazette, so the history can usually be reconstructed, and that history is often more informative than the current entry.
Read it for movement, not only for facts. Repeated changes of registered office, a purpose rewritten more than once, an auditor who stepped down, a procession of short board tenures: none of this proves anything on its own, and each is a reason to look closer.
Then the limits. The register records officers and signatories, not owners. The person who actually controls a Swiss company can be entirely absent from its entry, sitting behind a holding company, a foreign entity or an accommodating board member. Registration itself confirms that formation formalities were completed, not that a real business exists. And a registered office may be a domiciliary address hosting many companies, which is legal, common, and sometimes exactly the point.
02
The debt enforcement extract: useful, and often misread
Asking a counterparty for a debt enforcement extract, or obtaining one where a legitimate interest allows it, is standard Swiss practice. It is also the document we most often see misread, in both directions.
A clean extract tends to prove less than it appears to. An extract comes from the enforcement office of a particular district and covers a limited period. Someone who moved recently will, as a rule, present a locally clean record, because the history of the previous domicile does not automatically travel into the document. An extract can be formally genuine, entirely clean, and still cover only a fraction of an eventful commercial life. Where the counterparty matters, the useful question is not "is the extract clean" but "does it cover the places and years that matter", which first requires knowing where the counterparty actually was.
An extract with entries can also prove less than it appears to, in the other direction. Debt enforcement in Switzerland is initiated on request, without a court first examining the claim. An entry may reflect a real unpaid debt, a disputed invoice, or pressure in a commercial quarrel. Entries deserve interpretation before conclusion: how many, from whom, in what pattern, and what happened next.
03
Courts: a patchwork, not an archive
There is no single register of Swiss litigation. Publication practice varies by canton and by court, many decisions appear anonymised or not at all, and a large share of commercial disputes settle without leaving a public trace. Federal Supreme Court decisions are public and searchable, and they are the visible tip of something considerably larger.
Two practical consequences follow. Absence of visible litigation is weak evidence of a quiet history, so "we found no court cases" describes the search, not the counterparty. And where a dispute does surface, in a published decision or a press report, it is often a thread worth pulling, because a visible case can point to related proceedings that never reached publication.
04
Presence, and absence, on the record at large
Beyond registers, a counterparty leaves ordinary traces: media and trade press coverage, directories, conference programmes, an address that can be looked at, a team that exists or does not. The signal is frequently in the mismatch. A company claiming a decade of market presence and significant reference projects would normally have left marks somewhere. A footprint that is much thinner than the story is not proof of anything; there are legitimate reasons to be discreet. It is a question that deserves an answer before signature rather than after.
Names deserve care here. People and companies appear under variant spellings, earlier names and transliterations, and a search confined to today's exact name has quietly narrowed itself. Borders matter in the same way: once ownership or history runs through another country, Swiss sources largely fall silent, and the picture depends on foreign records of varying reliability and on knowing how to use them.
05
Where paper stops
Some questions public records cannot answer at any depth: whether the business at the registered address exists as described, whether a key person's standing in their own industry matches their presentation, who actually sits behind a structure, whether previous partners would deal with the counterparty again. Those are answered by looking and by asking, lawfully and discreetly: a visit to an address, enquiries with people who have dealt with them, records obtained in the countries where the trail actually runs.
That is the boundary between a records check and due diligence. For many routine counterparties, a records check is proportionate and enough. It tends to stop being enough when the commitment becomes hard to reverse: a significant investment, a joint venture, an exclusive supplier, a co-investor whose money will stand next to yours. The cost of finding out who you are dealing with is at its lowest before signature, and it rarely returns to that level afterwards.
06
Signals worth taking seriously
No single point below decides anything. Several together usually mean the picture should be completed before the commitment is made:
- The counterparty is newly formed, or newly moved, relative to the track record it claims.
- Ownership disappears into a foreign structure with no visible operational reason to be there.
- The registered address is a domiciliary service, and no operational address is offered.
- The signatories are not the people you are actually negotiating with.
- Time pressure lands on precisely the steps that would allow verification.
- The visible footprint does not match the story: too thin, too new, or oddly clean.
07
Patterns we keep seeing
- A clean debt enforcement extract from the wrong district, or the wrong years, is accepted as an answer.
- The entity is screened, but not the people behind it, and the entity was three months old.
- The check stops at the Swiss border while the counterparty's history lives abroad.
- An entry in the commercial register is read as evidence of an operating business.
- The check happens after signature, when its price has multiplied.
How we
approach it
We run counterparty due diligence in defined depths, from a structured records check to full intelligence work with source enquiries and field verification, and we match the depth to what the decision can lose. The report separates what is documented from what is assessed, so you can see the ground under each statement. If the records already answer the question, we say so and stop there.
These notes are general observations from practice, not legal advice; what is right in a specific case depends on its circumstances.