Modernising the commercial register – modifying the Code of Obligations

The commercial register is due for an overhaul to bring it up to date. The plan is to establish a central electronic data pool supported by a uniform software system. From a data protection perspective, we particularly welcome the introduction of a right to be forgotten that is in conformity with the requirements of the commercial register.

In future, records in the commercial register will be entered directly in electronic form into a central data pool and published on the internet. When this happens, the Central Business Names Index Zefix will become obsolete. A legal basis shall be provided in the draft law covering the continued use of the social security number in the commercial register. As a result, data will be updated automatically and the obligation to notify a change of name or nationality will no longer be applicable. Social security numbers will neither be disclosed nor published. Nevertheless, we have criticized the lack of detail regarding the category of persons who may be granted access to those numbers.

The reorganization of the commercial register is designed to facilitate cooperation between the different authorities. If one authority requests assistance from another, and provided that there are no confidentiality restrictions, it should be possible to see entries that have been entered into the commercial register by other departments or agencies. To facilitate identification, the register of persons will be attached to the commercial register. The bill did not specify at the time of our examination the exact data fields in the register of persons that will be accessible. We therefore pointed out that federal agencies should only grant online access to particularly sensitive personal data if sufficiently detailed legal regulations have been put in place.

During inter-ministerial consultations, we once again pointed out the problems associated with publishing data from the commercial register on the internet without any time limitation. We have long argued that there is a real need here to weigh up the different interests at stake. The public interest in having online access to old economic data (e.g. data about a dissolved company after the expiry of the statute of limitations) needs to be balanced against the private interest of the person concerned in having this data removed from the internet. There are other publication channels that satisfy the principle of proportionality better than the internet.

The Federal Office of Justice accepted our objections. The bill that will now go forward into the consultation process includes a new clause on the right to be forgotten which is adapted to commercial register legislation. We welcome this adaptation and will follow developments with interest. Further information on this subject can be found in section 1.8.3 of the current Report on activities.