Board of Directors (Switzerland)

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The Board of Directors ( VR ) is the supreme executive organ , the conduct of the affairs of a corporation by Swiss law (legal texts in the Code of Obligations incumbent), unless the General Assembly (GV; the " legislative " the AG) is responsible, with a competency presumption in favor of VR exists.


The board of directors is elected by the general assembly. He is not the Supervisory equated in Germany and Austria, because in contrast to this, the Board is not only supervisory body ( Art. 716a para. 1 no. 5 OR ), but at the same time (for the management of the company Art. 716a 1 para. Clause . 1 OR ) responsible. Although management (Germany and Austria: board of directors ) can be used, the board of directors cannot delegate overall management to it ( Art. 716a para. 1 OR : "... non-transferable and inalienable tasks ..."). In other words, according to Swiss company law, it is not absolutely necessary to appoint a management team. In this case one speaks of a “small AG” under Swiss commercial law. In practice, however, a management team is regularly employed at larger companies, which means that Swiss stock corporations come close to the dualistic top organization in Germany and Austria.

The Chairman of the Board of Directors (VR-P) is the Chairman of the Board of Directors (VR) of a Swiss stock corporation (AG). The VR-P is primus inter pares ; his powers correspond to those of every other board member, but he has the casting vote in votes (Art. 713 para. 1 OR ). It is elected by the BoD itself, unless the Articles of Association transfer the election of the BoD to the General Assembly. Like the other board members, he is elected for three years or for another term of office determined by the statutes (Art. 710 para. 1 OR). Each member of the Board of Directors is liable for damage caused by intentional or negligent breach of duty (Art. 754 OR).

A specialty compared to the dualistic top organization in Germany and Austria is the delegate of the board of directors (VR-D). If a VR-D is appointed, he has a dual position as a VR and at the same time a member of the management.

The legal composition of the board of directors is central to the company. If the board of directors can no longer be appointed, or if the number of board members or directors required by law who are authorized to sign and who are resident in Switzerland is no longer available (Art. 718 OR), this will result in what is known as an organizational deficiency procedure (Art. 731b OR). This procedure is intended to restore the orderly organization of society; if this does not succeed, the result is the dissolution and liquidation of the company.

See also


  • Roland Müller, Lorenz Lipp, Adrian Plüss: The Board of Directors . Schulthess publishing house, Zurich; 3rd edition, 2007; ISBN 978-3-7255-5437-9 .
  • Felix Wunderer: The Chairman of the Board of Directors . Schulthess publishing house, Zurich, 1995; ISBN 978-3-7255-3372-5 .

Web links

Individual evidence

  1. See Lukas Müller / Pascal Müller, Organizational Defects in Practice - Selected Aspects of Art. 731b OR from the point of view of the commercial register and case law, Current legal practice 25 (2016) , 42-58.