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Company Formation Switzerland



Swiss Directors

Updated on Friday 08th December 2017

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Swiss-Directors.jpgThe duties and responsibilities of Swiss directors

A company in Switzerland is managed by its Swiss directors who comprise the Board of Directors. The Board as a whole and the directors as individuals must observe the company’s best interests and conduct any business activities with due care. Directors in Switzerland have a duty of care and a duty of loyalty towards the company they are part of. Also, in exercising their duties, Swiss directors must treat the company's shareholders equally. 
The law states that a company director in Switzerland must be at least 18 years of age. There are no restrictions for nationality or gender although it is recommended that the Board of Directors includes both female and male members.
The director’s duties are governed by the following laws and regulations:
- the Code of Obligations;
- the Criminal Code;
- the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets;
- the company’s own Articles of Association and other internal regulations.
Investors who open a company in Switzerland must observe these specific laws and many other regarding company formation and corporate governance.

A company director's liabilities in Switzerland

Company directors in Switzerland are personally liable to the company, its shareholders and creditors. They are held liable for any intentional or negligent breaches of:
- the management of the company;
- their duties as founders or liquidators of the company.
Directors can also be held liable for criminal offences, including:
- false statements to the Registry of Commerce;
- disclosing manufacturing/commercial secrets;
- corporate espionage;
- breaches of various accounting regulations;
- forgery of documents, money laundering and many others.
Our company registration experts in Switzerland can offer you a complete list of the liabilities that can be incurred by company directors under various laws applicable in the country.

Appointing directors in Switzerland 

The Board of Directors is elected during a special shareholder’s meeting and each director is elected individually. The minimum number of directors is one. Small companies with up to 50 employees will generally have three company directors while middle-sized companies will usually have five directors.
For more information regarding corporate laws and corporate governance you can contact our company registration agents in Switzerland.

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