Facts
Radcliffes Trustee Company SA, incorporated on November 25, 1974, has the purpose of acting as a trustee. By a request addressed to the Commercial Register Office of Geneva on May 4, 1994, Radcliffes requested the registration of Solly Lawi and René Mazzuri as members of the Board of Directors, with joint signature authority, but not signing between themselves.
The Commercial Register Office refused to proceed with this registration, citing its excessive complexity. Upon an appeal, the Court of Justice of the Canton of Geneva upheld the appeal, annulled the contested decision, and ordered the Commercial Register Office to register the collective signature arrangement.
The Federal Department of Justice and Police filed an administrative law appeal against this decision, concluding with the annulment of the contested decision.
Considerations
The Federal Tribunal first examined the scope of its power of review as the Administrative Law Chamber. It considered that the Commercial Register Office must verify whether the legal requirements for registration are met, which includes an examination of the merits of the requested registration.
On the merits, the Federal Tribunal ruled that Art. 641 para. 8 CO requires the registration in the Commercial Register of the company's mode of representation. Therefore,…