Company Secretary in Switzerland

In Switzerland, a company secretary's role is paramount to the function of a business. The company secretary is selected by the businesses board of directors but isn't required to be a board member.

Swiss company secretary roles include:

• Certifying board meetings by signing the minutes
• Preparing and being present during meetings
• Approving and signing documents in place of the company's administrative officer
• Dealing with correspondence and keeping records

In Switzerland, it is required for investors to appoint a company secretary, who can either be someone hired from outside the business or they can be chosen through a talent acquirer consultancy.

The responsibility put on the secretary depends on the business itself and the business form it has, as well as the board composition. Outside and inside influences and requirements can also affect the sectary's role and responsibilities. Most requirements of the secretary depend on the company's individual function.

Swiss business regulations are what governs the duties of most employees within a company. The following Codes and Acts dictate the responsibilities of employees within businesses.

• the company's Articles of Association
• the Swiss Code of Obligations;
• the Criminal Code;
• the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets;

There a set of more complex and sophisticated regulations and directions given by the Swiss government to companies which are listed on the Swiss Stock Exchange. These can include; listing regulations, financial reporting, listing maintenance and other regulations.

There are also a few non-binding codes which are mainly used as guidelines for businesses in Switzerland, the Swiss Code of Best Practice for Corporate Governance is one of these. It outlines the management of Swiss companies.

More information can be found on our website or by contacting one of our specialised Swiss consultants.