Financial Crime World

Delegating Day-to-Day Management in Switzerland: A Guide

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Switzerland is a popular destination for businesses due to its favorable business environment and strict regulatory framework. In this guide, we will explore the key aspects of delegating day-to-day management in Switzerland.

Local Corporate Secretary Requirement

For stock corporations in Switzerland, there is no requirement for a local corporate secretary. However, at least one director or officer with single signatory power or two directors or officers with joint signatory power must be resident in Switzerland.

Key Points

  • No local corporate secretary requirement for stock corporations
  • At least one director or officer with single signatory power or two directors or officers with joint signatory power must be resident in Switzerland

Delegation of Powers

The board of directors may delegate powers to officers to oversee day-to-day operations, but this does not absolve them of their responsibilities. The board is still responsible for overall management and decision-making, and officers are accountable to the board.

Key Points

  • Board of directors can delegate powers to officers for day-to-day operations
  • Officers are accountable to the board for their actions
  • Board remains responsible for overall management and decision-making

Public Disclosure

The identity of directors and officers is publicly disclosed, while the identity of shareholders is generally not publicly disclosed, except in certain circumstances.

Key Points

  • Identity of directors and officers is publicly disclosed
  • Identity of shareholders is generally not publicly disclosed, except in certain circumstances

Quorum Requirements

For shareholder meetings, there is no attendance quorum requirement, and resolutions may be taken with a simple majority of represented shares. For board meetings, there is also no attendance quorum requirement, and decisions may be taken by simple majority of the cast votes.

Key Points

  • No attendance quorum requirement for shareholder meetings
  • Resolutions can be taken with a simple majority of represented shares
  • No attendance quorum requirement for board meetings
  • Decisions can be taken by simple majority of the cast votes

Auditing of Local Financials

Auditors must audit the stock corporation’s books annually and submit a report to the board of directors and shareholders. The auditor must be located in Switzerland, and the company’s books must be kept locally.

Key Points

  • Auditors must audit the stock corporation’s books annually
  • Report must be submitted to the board of directors and shareholders
  • Auditor must be located in Switzerland
  • Company’s books must be kept locally

Repatriation of Funds

Free equity can be repatriated abroad from Switzerland via dividend or redemption, subject to withholding tax (35%).

Key Points

  • Free equity can be repatriated abroad via dividend or redemption
  • Subject to withholding tax (35%)

Restrictions on Transferability of Shares

Shares may generally be transferred freely, but board of director’s consent is required in case of registered shares and a corresponding provision in the articles of incorporation.

Key Points

  • Shares can be transferred freely, except for:
    • Registered shares: Board of director’s consent is required
    • Corresponding provision in the articles of incorporation: Board of director’s consent is required

“Know Your Client” Requirements

There are no general KYC requirements for stock corporations, except for financial intermediaries and dealers defined in the Swiss Anti-Money Laundering Act. However, reporting requirements may apply to unlisted stock corporations regarding the identity of the owner of bearer shares and the ultimate beneficial owner of shareholders holding more than 25 percent of the voting rights or capital.

Key Points

  • No general KYC requirements for stock corporations
  • Reporting requirements may apply to unlisted stock corporations:
    • Identity of the owner of bearer shares
    • Ultimate beneficial owner of shareholders holding more than 25 percent of the voting rights or capital

Approval Requirements for Amending Charter Document

The shareholders’ meeting must formally approve a resolution to any amendment to the articles of incorporation.

Key Points

  • Shareholders’ meeting must formally approve amendments to articles of incorporation

Licenses Required to Conduct Business in Jurisdiction

In general, no license requirements apply, except for specific sectors such as banking and insurance.

Key Points

  • No license requirements generally apply
  • Except for specific sectors:
    • Banking
    • Insurance

Process of Purchasing and Utilizing a Shelf Company

Although not uncommon in practice, purchasing a shelf stock corporation and reactivating it may be held void and involves various legal and financial risks. It is therefore not advisable under Swiss law.

Key Points

  • Purchasing a shelf company and reactivating it may be held void
  • Involves legal and financial risks
  • Not advisable under Swiss law

Key Contacts

For more information on delegating day-to-day management in Switzerland, please contact:

[Your Name] [Your Title] [Company Name] [Contact Information]