Legal & Compliance · Lesson 3 of 5

Director Duties & Corporate Governance

Legal obligations of Swiss company directors and managers

Manager Duties in a GmbH

The manager (Geschäftsführer) of a Swiss GmbH has legally defined duties under the Swiss Code of Obligations (OR):

  • Duty of care (Sorgfaltspflicht): Act as a prudent businessperson would
  • Duty of loyalty (Treuepflicht): Act in the interest of the company, not personal interest
  • Financial oversight: Monitor solvency, maintain adequate capital
  • Compliance: Ensure the company complies with laws, regulations, and its own bylaws

Personal Liability Risk

While the GmbH structure provides limited liability for shareholders, managers can be personally liable in cases of:

  • Wilful or negligent breach of duty
  • Failure to notify authorities when company capital is eroded beyond legal thresholds
  • Tax obligations — managers can be personally liable for unpaid social security contributions
  • Environmental violations

Capital Protection Rules (Art. 820 OR)

If a GmbH's net equity falls below half of the registered capital, the manager MUST convene an extraordinary general meeting and take remedial action. Failure to act can create personal liability.

Annual Required Actions

  • Approve annual accounts at the general meeting (within 6 months of year-end)
  • File tax declarations on time
  • Notify Commercial Register of any changes to managers, address, or articles
  • Maintain proper accounting records for 10 years
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