Why Companies Stopped Moving to Herisau
76,761 seat transfers between Swiss cantons since 2016. One Appenzell town drew one in ten of the moves that match the Federal Council's description of 'company burial', until a new law took effect in 2025. Tax, meanwhile, explains far less than the Zug legend suggests.
76,761 seat transfers between cantons · SOGC, 3 February 2016 – 25 September 2026 · outcomes to 36 months · officers' residences for 415,747 active companies · 2026 profit-tax rates (KPMG)
Between 2020 and 2024, almost one in ten Swiss companies that moved canton while changing their name, their purpose and their officers on the same day went to the same place: Herisau, the capital of Appenzell Ausserrhoden, a canton that is home to 0.75% of the country's companies. In 2025 the flow stopped. Moves of that kind into Herisau fell from 94 in 2024 to 20, and to 2 in the first nine months of 2026.
The Federal Council described the pattern in 2019. Once a "company undertaker" has taken over a failing firm, it wrote, he "typically moves the seat of the company to another canton and changes the purpose and the company name", then delays the bankruptcy while creditors wait. The law it proposed took effect on 1 January 2025. It makes the sale of an emptied company void and requires a register office that suspects one to ask for the accounts.
This study reads all 76,761 seat transfers between cantons published in the Swiss Official Gazette of Commerce since 2016. Beyond Herisau, it tests the most repeated story about Swiss companies, that they move for lower taxes, and finds little sign of it in the moves themselves. Tax shows up somewhere else: in how many companies are registered in a canton where none of their officers live.
The study names no company and no person. A move with all four changes is a pattern, not proof of abuse: a shell bought for a fresh start or a group restructuring looks the same in the register.
All figures are computed from notices in the Swiss Official Gazette of Commerce (SOGC) and the commercial register, not from surveys.
Company burial, and the law that took aim at it
A company can move its registered seat to any Swiss commune by amending its articles. The register of the new canton publishes the move in the SOGC, together with anything changed the same day: a new name, a new purpose, officers leaving and arriving.
The Federal Council's 2019 message on the law against bankruptcy abuse (BBl 2019 5193) describes "organised company burial". For a fee of a few thousand francs, an intermediary places a company that can no longer pay its bills with a "company undertaker", who becomes its officer, moves the seat to another canton, changes its purpose and name, and delays the bankruptcy while buying on credit. The message lists four indicators: a change of purpose, a seat transfer, a change of name, the replacement of all officers.
Since 1 January 2025, Art. 684a of the Code of Obligations makes a transfer of shares void when the company had been liquidated and abandoned without being dissolved. Under Art. 65a of the Commercial Register Ordinance, a register office with a reasonable suspicion of such a transfer must ask for the signed annual accounts before it records a change.
01Herisau, second only to the city of Zurich
From 2016 to 2018, Herisau received about 50 companies a year from other cantons, 0.9% of all moves. From 2019 the number climbed: 114 in 2019, 171 in 2020, 210 in 2021, and between 142 and 177 a year until 2024, when Herisau took 2.2% of all Swiss seat transfers. Half of the arrivals changed their name, their purpose and their officers on the day they moved: 51.6%, against 13.9% for all moves between cantons.
Between 2021 and 2024, 434 companies moved to Herisau with a new name and new officers on the same day. Only the city of Zurich, home to many times more companies, received more. The arrivals came mostly from the cantons of Zurich (309 over the decade), St. Gallen (210) and Zug (111). In April 2022, Creditreform told Blick that both Appenzell cantons were among the regions most affected by company undertakers.
Companies moving their seat to Herisau, per year
Transfers of the registered seat from another canton. Gold: moves where the name, the purpose and the officers changed on the same day (the four signs the Federal Council lists). 2026 runs to 25 September.
02The new officers lived elsewhere, and the companies did not last
When a company moves canton, the officers entered in the same notice usually live in the new canton: 57.6% of them do. For the companies that moved to Herisau the figure was 9.3%. Of the 1,532 new officers recorded in those notices, 61.1% lived in a third canton, neither the old nor the new one, and 16.4% lived abroad, twice the rate for all moves.
The companies then disappeared faster. Of those that moved to Herisau up to September 2023, 34.6% were in liquidation, bankrupt or deleted within three years. For all companies that changed canton the rate was 20.0%, and for those that moved to the other communes of Appenzell Ausserrhoden 19.8%. Liquidation was the most common exit (23.9%), ahead of bankruptcy (11.3%).
Herisau arrivals against every other move
Moves into Herisau compared with all 76,761 moves between cantons. Wound up: liquidation, bankruptcy or deletion within 36 months (moves up to 25 September 2023). Officers: people newly entered in the notice that records the move.
03After 1 January 2025, the flow stopped
In 2025, 57 companies moved to Herisau, as few as in 2018, and 36 in the first nine months of 2026. Moves with all four signs fell from 94 in 2024 to 20, then 2. Herisau's share of Swiss seat transfers fell to 0.7%, below its level before 2019 (0.8–0.9%). Moves between cantons as a whole did not fall: 8,042 in 2025, the most since the series began in 2016.
Across Switzerland, moves with all four signs fell by a fifth, from 1,065 in 2024 to 851 in 2025, and 557 were recorded to 25 September 2026. No other commune took Herisau's place: in 2025 and 2026 the largest destinations of moves with a new name and new officers were the cities of Zurich (139), Zug (101) and Basel (49). The timing matches the new law, but the data cannot show that the law caused the drop rather than a change of practice at one register office or the departure of a few intermediaries. We found no public statement on it from the register office of Appenzell Ausserrhoden.
Moves with all four signs, all of Switzerland
Seat transfers between cantons where the name, the purpose and the officers changed on the same day. Gold: the part that went to Herisau.
04The winners are commuter cantons, not tax havens
Over ten years, seat transfers moved companies out of the large cities and into the cantons around them. Thurgau gained 49 companies per 1,000 active firms, Uri 30, Schaffhausen 29, Solothurn 28, Valais 27, Schwyz 24 and Graubünden 24. Appenzell Ausserrhoden's +32 is almost entirely Herisau. The canton of Zurich lost 1,520 companies net (19 per 1,000), Bern 555 (15 per 1,000), Basel-Stadt 17 per 1,000. The largest relative loser is Obwalden, one of the lowest-tax cantons: 78 per 1,000.
The number of moves rose by 42%, from 5,662 in 2016 to 8,042 in 2025. Most of the traffic runs between neighbouring cantons, which fits owners moving house and taking their company with them.
Who gains companies, who loses them
Net seat transfers 2016–2025 per 1,000 active companies in the canton. Navy: net gain. Gold: net loss.
05The Zug corridor runs both ways
The busiest corridor in Switzerland is Zurich to Zug: 3,082 companies moved that way between 2016 and 2025. But 2,869 moved from Zug to Zurich, 93 for every 100. Over the decade Zug gained 8,513 companies and lost 8,247, a net 266, or 7 per 1,000 of its companies. Zurich–Aargau and Zurich–Schwyz are similar, with 80 companies moving back for every 100.
The busiest corridors
Seat transfers 2016–2025, largest first, with the traffic in the opposite direction.
| From | To | Moves | Return traffic | Back per 100 |
|---|---|---|---|---|
| Zurich | Zug | 3,082 | 2,869 | 93 |
| Zurich | Aargau | 2,027 | 1,621 | 80 |
| Zurich | Schwyz | 1,889 | 1,506 | 80 |
| Geneva | Vaud | 1,357 | 1,244 | 92 |
| Basel-Stadt | Basel-Landschaft | 1,208 | 991 | 82 |
| Zurich | St. Gallen | 1,053 | 994 | 94 |
| Zurich | Thurgau | 998 | 658 | 66 |
| Zug | Schwyz | 930 | 837 | 90 |
| Vaud | Valais | 911 | 668 | 73 |
| Lucerne | Zug | 905 | 871 | 96 |
06Low tax, no net gain
The seven cantons whose capital taxes profits at under 13% in 2026 (Lucerne, Zug, Nidwalden, Glarus, Uri, Appenzell Innerrhoden and Obwalden, according to KPMG) received 11,353 companies from higher-tax cantons between 2016 and 2025 and lost 11,448 to them. Across the 26 cantons, the rank correlation between the tax rate and net moves from 2020 to 2025 is +0.20: if anything, higher-tax cantons did slightly better. Lucerne, the lowest-taxed capital in 2026, gained 2.1 companies per 1,000 a year before 2020 and lost 2.1 a year afterwards.
One reason is that most companies pay little profit tax wherever they are. According to Federal Tax Administration statistics for 2021, cited by KPMG, around two-thirds of Swiss AGs and GmbHs pay almost no direct federal tax, while 2.97% of them pay 89.6% of it. For a company earning CHF 30,000, three points of tax rate are worth CHF 900 a year, less than the cost of moving.
Tax rate and net moves, by canton
Horizontal: maximum effective profit-tax rate in the cantonal capital, 2026 (KPMG). Vertical: net seat transfers per 1,000 companies per year, 2020–2025. If low tax attracted companies, the dots would slope down to the right.
07Where tax does show: companies run from somewhere else
Tax leaves its mark on something else: companies registered in a canton where nobody who runs them lives. Across 415,747 active companies whose officers' residence could be placed, 18.8% have no registered officer living in the canton of their seat. In Zug the share is 59.4%. It is 34.8% in Appenzell Ausserrhoden, 33.8% in Nidwalden and in Obwalden, and 30.0% in Schwyz. It is lowest in Ticino (6.4%), Bern (8.3%) and Vaud (10.0%). The lower a canton's profit-tax rate, the higher the share (rank correlation −0.69).
Geography explains part of it. Basel-Stadt, a city canton with an average tax rate, reaches 42.6% because many of its companies are run from Basel-Landschaft, and officers living over the border are normal for firms near one. But Zug stands apart: 5.7% of its companies have only officers who live abroad, the highest share in the country, ahead of Basel-Stadt (5.4%).
Companies whose officers all live in another canton
Share of active companies with no registered officer (board member, managing director or signatory) living in the canton of the registered seat. Residence as entered in the commercial register.
08Zurich runs Zug
The largest pair in the country: 7,081 companies registered in Zug have no officer living there, and most of their officers live in the canton of Zurich. Next come Geneva companies run from Vaud (2,538), Zurich companies run from Aargau (2,293), Basel-Stadt companies run from Basel-Landschaft (2,152) and Schwyz companies run from Zurich (2,057). The Zug and Schwyz pairs follow the tax gradient; the others follow the commute.
Where the officers live, where the company sits
Active companies with no officer in the seat canton, by the canton where most of their officers live. The fifteen largest pairs.
| Officers live in | Company registered in | Companies |
|---|---|---|
| Zurich | Zug | 7,081 |
| Vaud | Geneva | 2,538 |
| Aargau | Zurich | 2,293 |
| Basel-Landschaft | Basel-Stadt | 2,152 |
| Zurich | Schwyz | 2,057 |
| Aargau | Zug | 1,974 |
| Lucerne | Zug | 1,556 |
| Schwyz | Zug | 1,549 |
| Geneva | Vaud | 1,114 |
| Zurich | Aargau | 1,035 |
| Vaud | Valais | 1,012 |
| Schwyz | Zurich | 973 |
| Zurich | St. Gallen | 883 |
| St. Gallen | Zurich | 883 |
| Thurgau | Zurich | 867 |
09What it means for buyers
For anyone looking for companies to buy, the registered seat is a weak guide to where a business is run. In Zug, a list filtered by seat returns mostly firms whose owners and managers live in Zurich, Aargau, Lucerne or Schwyz. Searching by where the officers live finds them.
In due diligence, the four signs are worth checking in a target's register history. A past move to another canton with a new name, a new purpose and new officers on the same day proves nothing on its own, but companies that went through one were wound up more often within three years (22.7%, against 19.2% for other movers) and went bankrupt more often (8.9% against 6.1%). And since 2025, buying the shares of a company that had been liquidated and abandoned without being dissolved is void under Art. 684a CO.
Download the data
Moves in and out, net per 1,000 firms, tax rate, officers living elsewhere and 36-month outcomes for every canton, plus the Herisau series, as CSV.
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Methodology
- Population
- Every seat transfer between two Swiss cantons published in the SOGC from 3 February 2016 to 25 September 2026: 76,761 moves, identified by pairing the new register's notice ("Sitz neu", "Nouveau siège", "Nuova sede") with the old register's notice on the same day. Branches and moves abroad are excluded. Outcomes: the first liquidation, bankruptcy or deletion notice for the same company. Officers: residences of the people entered for 415,747 active companies in the ValIndex database (board members, managing directors and authorised signatories), placed in a canton with the swisstopo official directory of localities; 684,593 of 708,203 residences (96.7%) could be placed.
- Measures
- Four signs: a seat transfer published the same day as a change of name, a change of purpose and a change of officers, the indicators listed in BBl 2019 5193. Wound up: liquidation, bankruptcy or deletion within 36 months of the move, measured for the 52,790 moves up to 25 September 2023. Net per 1,000: net transfers 2016–2025 divided by the canton's active companies in 2026. New officers: people in the "new or changed" section of the move notice, by canton of residence relative to the old and new seat. Correlations are Spearman rank correlations across the 26 cantons.
- Legal frame
- Art. 684a Code of Obligations and Art. 65a Commercial Register Ordinance, in force since 1 January 2025 (AS 2023 628); Federal Council message on the law against bankruptcy abuse, BBl 2019 5193, section 3.1.3 and the commentary on Art. 684a.
- Sources
- SOGC archive 2016–2026; ValIndex company database (commercial register); swisstopo, Official directory of towns and cities with postcodes and communes; KPMG, Clarity on Swiss Taxes 2026 (maximum effective profit-tax rate in the cantonal capital; Federal Tax Administration statistics for 2021); Blick, 11 April 2022, "Die Firmenbestatter sind wieder los".
- Limits
- A move with the four signs is a pattern, not evidence of wrongdoing. The data shows that the drop at Herisau coincided with the new law, not that the law caused it. Net moves are divided by today's stock of active companies, which understates rates for cantons that lost firms. Tax rates are 2026 rates in the cantonal capital; communal rates differ and many cantons cut rates in 2020. Officers' residences are current, not those at the time of the move, and cover only companies still active. "No officer in the canton" counts the people entered in the register, not the actual place of management.
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ValIndex, "Why Companies Stopped Moving to Herisau", September 2026. Based on all 76,761 seat transfers between Swiss cantons published in the SOGC from February 2016 to 25 September 2026. https://valindex.ch/en/research/swiss-company-moves-2026/