Facts
The TX Group AG (founded in the Canton of St. Gallen) filed a complaint against the judgment of the Federal Administrative Court, which had dismissed its complaint against a decision of the Federal Office for the Commercial Register (FOCO). FOCO had approved the change of name of Tamedia AG to TX Group AG (in the Canton of Zurich) on 23 December 2019, even though a TX Group AG (in the Canton of St. Gallen) was already registered in the Commercial Register.
The appellant requested that the nullity of FOCO's approval of the change of name be declared and that FOCO be instructed to arrange for the deletion of the company name TX Group AG (in the Canton of Zurich) from the Commercial Register.
Considerations
The Federal Supreme Court dismissed the complaint. It stated that FOCO had indeed violated Art. 951 CO by approving the registration of two identical company names. However, this defect did not lead to the nullity of the approval decision, but only to its contestability.
The Federal Supreme Court explained that the assumption of the nullity of an administrative act requires a particularly…