Cancelling a company lease

Cancelling a company lease

"I would like to send a notice of termination to a limited liability company when the lease expires. Is the cancellation valid if I send it to the company or do I also have to mention the signatories of the lease, as it was signed more than 10 years ago?"

Réginald, Geneva

A limited liability company is a capital company that may be founded by one or more individuals or commercial companies. It is a "legal" entity with rights and obligations. It can therefore hold a lease on its own, independently of the "natural" persons who run it.

For the company to have been validly bound by your lease, the people who signed it had to be considered to be company bodies at the time. The will of a legal entity is expressed through its organs, which conclude legal acts on its behalf. The shareholders' meeting is the supreme body of a limited liability company. It appoints the managers, directors, authorised representatives and other commercial agents. Each executive director is authorised to represent the company; the articles of association may regulate representation differently, but at least one executive director must be authorised to represent the company. In addition, the company must be represented by a manager or director domiciled in Switzerland. The persons authorised to represent the company sign by adding their personal signature to the company name. They must be entered in the Commercial Register and must lodge their signature with this administration or submit it duly legalised. It should be noted that the persons validly authorised to represent the company may of course change during the life of the company; however, this does not affect the contracts entered into by the company.

Although ten years have passed, the parties to your lease contract are still the same: the lessor and the limited liability company. All you need to do to validly terminate the lease is to send a letter of termination to the registered office of the limited liability company, complying with the deadlines and forms laid down by law. In particular, you must use the form approved by the canton, which tells tenants how to proceed if they wish to contest the notice of termination or request an extension of the lease. You do not, however, need to mention the signatories of the lease in the notice of termination, unless of course they were bound as joint tenants when the lease was concluded.