Company Secretary in Switzerland

Updated on Thursday 26th November 2015

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The attributions of a company secretary in Switzerland

The company secretary in Switzerland has an important role in the internal organization and functioning of a specific legal entity. The individual acting as the company secretary is appointed by the Board of Directors but does not necessarily has to be a member of the Board.

Some of the most important duties of a Swiss company secretary include:

- signing the minutes of the Board’s meetings, preparing and attending meetings;

- signing documents on behalf of the company’s administrative officer;

- handling correspondence, keeping records.

The role of the company secretary

Investors who want to open a company in Switzerland will need to appoint a company secretary. They can either select an individual who they can hire to work for the company or outsource the recruitment process to an HR company that will find a right candidate.

The degree of responsibility as well as specific attributions that can fall under the duties of a company secretary in Switzerland can also depend on the type of company and the composition of the Board. The internal context in the company and the external requirements in a specific business field can also shape and influence the role and function of the company secretary.

Other information about corporate governance in Switzerland

Corporate governance in Switzerland and the duties and responsibilities of the various members in a company are determined by:

- the Swiss Code of Obligations;

- the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets;

- the Criminal Code;

- the company’s Articles of Association.

Companies listed on the Swiss Stock Exchange need to observe different and more complex regulations and directives. The additional obligations will primarily include the listing rules, financial reporting requirements, listing maintenance and others.

Non-binding codes for corporate governance, like the Swiss Code of Best Practice for Corporate Governance, are used as guidelines for the management and supervision of Swiss companies.

For more information regarding the appointment of a company secretary in Switzerland and detailed data about company registration or how to open a company in Switzerland please contact our experts.

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Company Formation Switzerland

Company Secretary in Switzerland

The attributions of a company secretary in Switzerland

The role of the company secretary

Other information about corporate governance in Switzerland

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