Facts
Tradax Internacional S.A. and Tradax Export S.A., two companies headquartered in Panama City, are part of the Cargill Tradax group. They have mandated the Swiss companies Tradax Genève S.A. and Tradax Gestion S.A., headquartered in Geneva, to conduct commercial activities on their behalf and on their account.
Mounir Srouji, a creditor of Tradax Internacional S.A. and Tradax Export S.A. domiciled in Beirut, requested the Commercial Register Officer of the Canton of Geneva to register a branch of these two companies in Geneva, arguing that they carry out the bulk of their activities at the headquarters of the Swiss companies. The Officer rejected this request, as did the Head of the Cantonal Department of Public Economy on appeal.
Srouji then filed an administrative appeal with the Federal Tribunal, which upheld the appeal and annulled the previous decisions.
Considerations
According to the case law of the Federal Tribunal, a Swiss branch of companies whose principal place of business is abroad must be registered in the commercial register, even if the main activity of these companies is carried out in Switzerland and not at their foreign headquarters. The registered office of a corporation is not necessarily the main center of its economic activity.
The existence of a branch does not require that the company has exclusive-use premises or personnel bound by direct contracts. It is sufficient that the Swiss establishment has a certain degree…