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Company Secretary in Switzerland

Company Secretary in Switzerland

Starting a business in Switzerland implies respecting several regulations and meeting specific registration requirements based on the type of entity selected. Foreign investors must meet the same conditions as local ones when opening enterprises here, which also implies appointing company officers.

One of the officers that need to be nominated is the company secretary who will play an important role in the organization of the business. Below, our Swiss company formation agents explain the duties of company secretaries.

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.

Is it mandatory to appoint a company secretary?

No, compared to other jurisdictions where such an officer is required, in Switzerland it is not a mandatory procedure to appoint a company secretary. This is why, some business owners decide to use specialized corporate secretary services offered by firms, while others choose not to nominate such an officer at all.

Having a corporate secretary, however, can significantly help in streamlining administrative matters, which is why appointing such an officer can be beneficial.

If you are interested in corporate secretary services in Switzerland, you can rely on our local consultants.

The appointment of a corporate secretary in Switzerland

Upon the opening of a business in Switzerland, the company secretary may be appointed by hiring a person from outside the company or by nominating a person within the company. The secretary is chosen by the board of directors, however, he or she is not required to be a member of the board.

When it comes to the qualifications and/or experience of the Swiss company secretary, there no specific requirements the chosen person must meet, which is why it is possible to use specialized services in this sense.

If you want to open a company in Switzerland and need support, you can rely on our advisors who can help you meet the legal obligations imposed under the Company Law.

Documents that can be drafted by a Swiss company secretary

Even if according to the law, the main role of a company secretary is to draft the minutes of the directors and shareholders’ meetings, in most cases, such an officer will handle an array of papers, which is why he or she will play a more important role.

Our company registration consultants in Switzerland can offer more information on the documents that can be handled by a company secretary.

Corporate secretarial services in Switzerland

Switzerland is known for the specialized workforce especially in the financial field, however, it is also known for the professionals who can offer numerous fiduciary services dedicated to companies. Among these, specialists who can offer corporate secretary and accounting services are quite sought.

Here are the main services you can benefit from when requesting specialized corporate secretary services in Switzerland:

  1. enrollment for tax and social security;
  2. handling changes in the company’s statutory documents;
  3. keeping track of all official documents in the company;
  4. obtaining various documents from the Companies Register and other government agencies;
  5. updating commercial records;
  6. drafting and recording the minutes of the shareholders’ general annual meeting.

Other services can also be provided, especially when dealing with providers who have experience in handling such matters. For example, a company secretary can also assist in mergers and acquisitions, as well as in company liquidation matters.

Choosing between an internal and external corporate secretary in Switzerland

Considering there is no specific requirement when it comes to the appointment of the Swiss company secretary, a business can choose between hiring, thus having an internal company secretary, or using dedicated services provided by external specialists or companies. The main advantage of the latter consists in the fact that the provider will work based on a contract, thus there will be additional costs related to office space or employment of the internal officer.

No matter the choice, you can rely on us from the beginning of your operations in Switzerland

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

Economy of Switzerland

According to data gathered by the Organization for Economic Co-operation and Development (OECD) at the beginning of 2022, the Swiss economy:

  • – was forecast to register a 2.9% increase for 2021;
  • – export was the most important sector to contribute to the economic rebound, with pharmaceutical and chemical products registering the highest growth in 2021;
  • – is expected to register a slight growth in 2022 as well, when the Gross Domestic Product is forecast to increase to 3%;
  • – is expected to increase by 2.1% in 2023.

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