Swiss Directors

A Swiss director has special duties towards its company and can also be held liable for his acts. Find our more about corporate governance in Switzerland.
Victor Lafarge

The duties and responsibilities of Swiss directors

Swiss companies are managed similarly to most other businesses around the world, by the Board of Directors. In Switzerland though, businesses have Swiss directors who are required to have a duty of care and loyalty to the company they work for. They are also required to treat all shareholders equally. The Board of Directors works as one entity, and Swiss directors as individuals. The entire Board is in charge of managing the company's best interest and business activities.

Business law in Switzerland requires company directors to be 18 years old or older, and there are currently no gender or race limitations. Though, it is highly recommended to include female and males on the Board of Directors.

Directors must follow the regulations set by:

  • The Swiss Code of Obligations
  • The Criminal Code
  • The Federal Act on Mergers, Demergers, Transformations and Transfer of Assets
  • The business's own Articles of Association and all other internal regulations
All laws must be faithfully obeyed by investors in Switzerland along with regulations and guidelines set by the Swiss government.

A company director's liabilities in Switzerland

The directors of Swiss companies are personally liable for the company as well as its shareholders and creditors. In the event of any purposeful violation of the following, the directors are held personally accountable.

  • The company management
  • Director duties to founding or liquidating the business
If the following offences are caused by directors, they are also held accountable:

  • Inaccurate or entirely false statements lodged to the Registry of Commerce
  • Purposeful or accidental exposure of company secrets
  • Espionage
  • Accounting breaches
  • Forgery, money laundering and other offences
We have expert Swiss business consultants who are able to assist with information regarding any and all liabilities and other information to do with the company directors.

Appointing directors in Switzerland

Board Directors must be elected during a specific shareholders meeting. Every director is required to be individually elected, and there is a minimum director count of one. A company employing roughly 50 employees will usually have three directors and larger businesses will have five.

For corporate and director information as well as law and liability information feel free to contact our consultants.