Corporate housekeeping after an acquisition

Short answer: Corporate housekeeping after an acquisition brings entities, boards, registers, signing authority and powers of attorney into line with the new owner. It covers an inventory of all entities, new appointments to the board of directors, management or supervisory board, commercial register filings for every change, updates to share, shareholder and beneficial ownership registers, and orderly entity management. In Switzerland, Art. 933 of the Swiss Code of Obligations (OR) requires every change to a registered fact to be registered; in Germany, Section 39 of the German Limited Liability Companies Act (GmbHG) and Section 81 of the German Stock Corporation Act (AktG) govern changes of directors.

This guide is for general counsel, heads of legal and corporate teams in Switzerland and Germany who are responsible for the corporate integration after a purchase. It provides a corporate housekeeping checklist for both countries and shows how to organise the work.

What is corporate housekeeping, and why is it urgent after an acquisition?

Corporate housekeeping is the ongoing maintenance of a group's corporate foundations: registers, boards, resolutions, powers of attorney and shareholdings. After an acquisition it is urgent because ownership, officers and responsibilities change at once, and the registers otherwise show an outdated picture.

The consequences of outdated entries are practical: banks ask for current register extracts, counterparties check signing authority, and departed officers remain authorised to represent the company externally until their removal is registered. On top of this come legacy issues from before the purchase, such as missing resolutions, dormant entities or incomplete share registers flagged in due diligence.

Corporate housekeeping checklist for Switzerland and Germany

The checklist below covers the most common tasks. Which formal requirements apply in each case depends on the legal form, the articles of association and the register office, and should be agreed with the notary or law firm.

Inventory: entities, officers and powers of attorney

The starting point is a complete overview of all acquired entities with their officers and powers of attorney. Without it, every later step remains patchy.

1. Record entities: name, legal form, seat, register number, capital, shareholding, direct and indirect parent.
2. Obtain register extracts: current extracts for every entity, in Switzerland from the cantonal commercial register, in Germany from the joint register portal.
3. Reconcile officers and signing rights: who is registered, who is still in office, who should sign in future?
4. Collect powers of attorney: Prokura, commercial powers of attorney, bank and authority mandates, general powers of attorney.
5. Carry over open points from due diligence: missing resolutions, incomplete registers, inconsistent articles.

The result is an entity database or at least a maintained spreadsheet that becomes the basis for entity management going forward.

Commercial registers in Switzerland and Germany

In both countries, changes to registered officers and representation rights must be filed with the commercial register. The process differs, however.

Switzerland

Where a fact is entered in the commercial register, every change to it must also be registered under Art. 933 OR. A person who has left also has the right to apply for their entry to be deleted. Filings go to the cantonal commercial register office at the company's seat, with the resolution, acceptance of office and, where required, certified signatures. Because a Swiss AG or GmbH must be capable of being represented by a person resident in Switzerland, boards made up entirely of non-residents need a solution, such as a director resident in Switzerland.

Germany

Every change in the persons of the managing directors and the end of their power of representation must be registered under Section 39 GmbHG; Section 81 AktG applies to the management board of an AG. Filings are made through a notary. After a share purchase in a GmbH, the managing directors file an updated shareholder list without undue delay (Section 40 GmbHG). In relation to the company, only those listed in the shareholder list filed with the register count as shareholders (Section 16 GmbHG).

Appointing new officers: board of directors, management, supervisory board

After closing, the new owner fills the boards of the acquired entities with its own representatives. This usually happens in two steps.

• At closing: resignations or removals of existing officers and election or appointment of new ones, often prepared as resolutions on the closing checklist.
• Afterwards: fine-tuning the boards to group requirements and updating organisational regulations or rules of procedure and the list of transactions requiring approval.

In Switzerland, the general meeting elects the board of directors of an AG (Art. 698 OR), and the shareholders' meeting of a GmbH appoints the managing directors (Art. 804 OR); both are non-transferable powers. In Germany, the shareholders of a GmbH generally appoint the managing directors (Section 46 GmbHG), while the supervisory board of an AG appoints the management board (Section 84 AktG). Whether a supervisory board is mandatory and how it must be composed depends on legal form and headcount: an AG always has a supervisory board. For an AG or GmbH that normally employs more than 500 employees, the One-Third Participation Act (DrittelbG) applies, and a GmbH must then form a supervisory board (Section 1(1) nos. 1 and 3 DrittelbG); above normally more than 2,000 employees, the Co-determination Act applies to both AG and GmbH (Section 1(1) MitbestG). If integration changes the headcount, the composition of the supervisory board belongs on the checklist.

Reorganising signing authority and powers of attorney

Signing authority and powers of attorney are the most sensitive part of housekeeping after an acquisition because they take effect externally. Until a removal is registered, third parties may in some cases rely on the old register entry.

• Define a signing concept: who signs alone, who signs jointly with another, for which entities.
• Grant new Prokura and registered signing rights and file expired ones for registration, in Switzerland under Art. 458 OR, in Germany under Section 53 of the German Commercial Code (HGB).
• Revoke unregistered powers of attorney, such as commercial, bank and authority mandates, in writing and request return of originals.
• Switch bank mandates and online banking rights at the same time as the register entries.

Entity management and documentation

Entity management keeps the corporate data of all entities up to date and turns housekeeping into routine rather than a project. It covers a central entity database, a calendar for general meetings and annual accounts, and clear responsibilities.

• Entity database with officers, signing rights, capital, shareholdings and register status.
• Calendar for annual meetings, accounts, terms of office and register obligations.
• Central storage of all minutes, resolutions, articles and register extracts.
• A process for every change: resolution, register filing, database update, notifying the bank.

Implementation needs extra capacity, especially in the first months after closing. Alpinum Solutions provides interim lawyers with corporate experience through staff leasing and freelancing, part-time or full-time. Under staff leasing, the company generally holds the right to give professional instructions; under freelancing, the professional works independently within the agreed mandate. How the legal work across the whole transaction is staged is covered in interim corporate lawyers for M&A; for a separation, see the guide to carve-outs.

Limits and risks

• Alpinum Solutions is not a law firm and does not provide legal advice. The company is responsible for resolutions, amendments to the articles and register filings, with a notary and law firm where needed.
• Housekeeping across several countries requires local knowledge. Local advisers should be involved for foreign subsidiaries.
• Outdated register entries and unrevoked powers of attorney create liability and fraud risks. They belong at the top of the priority list.
• Deadlines follow from statute, articles and register practice and must be checked case by case; this guide names only selected, documented obligations.

Frequently asked questions about corporate housekeeping after an acquisition

How long does corporate housekeeping after an acquisition take?

It depends on the number of entities, the number of countries and the state of the records. Urgent steps such as officer changes, signing rights and bank mandates are usually handled around closing. The full clean-up, including amendments to articles, dormant entities and entity management, can take several months.

Which deadlines apply to register filings?

Some obligations are set out explicitly: in Germany, the managing directors of a GmbH file an updated shareholder list without undue delay after a change of shareholders (Section 40 GmbHG). In Switzerland, beneficial owners must be reported to the transparency register since 1 October 2026; the company reports changes within one month of becoming aware of them (Art. 10 TJPG). Staggered transitional deadlines apply to the initial filing (Art. 51 TJPG). Other deadlines depend on legal form and register practice and must be checked case by case.

What happens if departed officers are not removed from the register?

As long as a person is entered in the commercial register, third parties may in some cases rely on that entry. This can lead to unintended obligations for the company. Resignations, removals and expired Prokura should therefore be filed for registration straight after closing, and bank mandates updated at the same time.

Who is responsible for corporate housekeeping?

Usually the buyer's legal department, often the corporate team or a corporate secretary, supported by the notary, law firm and local advisers. If internal capacity is short, an interim lawyer with corporate experience can take on the inventory, prepare resolutions and update the registers, directed by the company.

Does a Swiss subsidiary need a representative resident in Switzerland?

Yes. A Swiss AG or GmbH must be capable of being represented by a person resident in Switzerland who is a board member, managing director or director (Art. 718(4) and Art. 814(3) OR). This person must have access to the share register or the register of quotas.

Next step

Describe the number of entities, the countries involved and the status after closing. You will receive selected profiles with corporate experience.

• Corporate law, M&A and governance: interim lawyers for transactions
• Interim corporate lawyers for M&A: tasks by deal phase
• Legal capacity for carve-outs
• Discuss your needs

Last updated: 31 October 2026.