The 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
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.
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.