Authorized Signatory vs. Board Member: Clarifying Roles in Swiss Corporate Structures
2025-06-04 20:18
Authorized Signatory vs. Board Member: Clarifying Roles in Swiss Corporate Structures
Navigating Swiss corporate structures requires a clear understanding of the roles of authorized signatories and board members. Each plays a vital part in the company's operations and governance, with distinct responsibilities and legal implications.
Comparative Overview of Authorized Signatories and Board Members
Authorized Signatory:
●Function: Acts on behalf of the company within the limits of their authority. ●Scope: Typically handles operational matters and contractual obligations. ●Registration: Must be recorded in theSwiss Commercial Register.
Board Member:
●Function: Provides strategic oversight and ensures the company's adherence to legal and ethical standards. ●Scope: Involves in high-level decision-making and policy setting, as detailed inArticle 716a of the Swiss Code of Obligations. ●Registration: Also recorded in theSwiss Commercial Register.(FDEAER)
📌 Ensuring Compliance with Swiss Law
To comply with Swiss regulations, companies must appoint at least one individual residing in Switzerland with the authority to represent the company. This role can be fulfilled by either a board member or an authorized signatory, as stipulated inArticle 718 of the Swiss Code of Obligations.