Governance structures for different forms are described below[1]:

Single-owner company or sole proprietorship (Einzelunternehmen/L’entreprise individuelle):

A trustee and an auditor may be appointed. Individual business owners are solely responsible for managing the business. Other persons may be appointed by the business owner as a representative.

General partnership (Kollektivgesellschaft/Société en nom collectif):

A general partnership comprises two or more natural persons acting as shareholders. The natural persons must be recognized by the social security as self-employed. This recognition must be requested from the competent compensation office at the place of business of the company. There are no organs required for a collective company. However, recommended to create a social contract between the parties involved. If desired, a trustee and an auditor may be appointed. Management is performed individually by each shareholder, unless otherwise regulated by a shareholders’ resolution. However, at least one shareholder must be authorized to represent the company. The establishment of additional authorized signatories is possible, but must be documented accordingly by shareholder resolution.

Limited partnership (Kommanditgesellschaft/Société en commandite):

The limited partnership holds at least one natural person as an unlimited partner (general partner) and at least one natural or legal person or commercial company as a limited partner. The natural persons must be recognized by the social security as self-employed.This recognition must be requested from the competent compensation office at the place of business of the company. There are no organs required for a limited partnership. However, it is recommended to create a social contract between the parties involved. If desired, a trustee and an auditor may be appointed. In the case of the limited partnership, the management is the responsibility of all shareholders, unless otherwise regulated by a shareholders’ resolution. However, at least one shareholder must be authorized to represent the company. Unless stipulated otherwise in the contract, each shareholder has the right to represent the company, provided this is documented in accordance with the shareholders’ resolution.

Corporation/Joint-stock company (Aktiengesellschaft/Société Anonyme) (AG/SA):

A corporation can be founded and operated by at least one shareholder. Shareholders may be natural or legal persons or commercial companies. In the case of corporations, the General Meeting, the Board of Directors with at least one member and the statutory auditors are required, unless they can be waived. Among other things, the General Meeting of Shareholders, as the supreme governing body of the corporation, elects the Board of Directors, sets the Articles of Association and approves the annual financial statements. Members of the Board of Directors have some non-transferable responsibilities.This includes the overall direction of the company, the determination of the organization, the appointment and supervision of the management as well as the preparation of the annual report, etc. Independent auditors check the bookkeeping annually to ensure that it is correct, and write a report on it for the attention of the General Assembly. Since July 1, 2015, every Swiss corporation must be represented by a person domiciled in Switzerland. The latter must have access to the share register as well as to the list of bearer shareholders and the beneficial owners registered with the company. The management of a corporation is performed by the Board of Directors in its entirety, unless it is delegated to individual members of the Board of Directors or to third parties by an Organizational Regulation. Representation takes place individually by each BoD, unless it is transferred by statutes, the Organizational Regulations or a VR resolution to individual BoD members or third parties However, at least one member of the Board of Directors must be authorized to represent

Limited liability company (Gesellschaft mit beschränkter Haftung/Société à responsabilité limitée) (GmbH/Sàrl):

A GmbH can be founded and operated by at least one shareholder. Shareholders may be natural or legal persons or commercial companies. In the case of limited liability companies, the shareholders’ meeting, the management of at least one member and the statutory auditors exist, if they can not be waived .Among other things, the shareholders’ meeting approves the annual report, elects the management and decides on the appropriation of profits or losses. Each partner can take over the task of the management. Independent auditors check the bookkeeping annually to ensure that it is correct and writes a report on it for the attention of the shareholders’ meeting. Since 1 July 2015, every Swiss limited liability company must be represented by a person domiciled in Switzerland. They must have access to the register of shareholders and beneficial owners registered with the company. The management of the GmbH is carried out jointly by all shareholders, unless this is regulated differently by statutes. Every managing director is entitled to represent the company. The representation can be regulated differently by statutes, however, at least one manager must be authorized to represent the company.

Bylaws in Switzerland[2]:

All companies are incorporated according to the provisions of the Swiss Commercial Code, but they must also have their own regulations for the management of the business which are set out in the articles of association. According to the Swiss Corporate Governance Code, any type of company is required to draft articles of association or articles of incorporation through which a company is formed. The articles of association of a Swiss company define the responsibilities of the directors, the main business objective and the shareholders’ control in the company. Also, no business can be incorporated without articles of association.

The content of the articles of association in Switzerland

A Swiss company’s articles of association must be notarized and signed by all the shareholders. The articles of association may also be signed by an authorized representative through power of attorney. The articles of association must be drafted according to certain regulations set out in the Commercial Law and must contain the following information:

• the name of company,
• the company’s registered office,
• the purpose of the business,
• the share capital of the Swiss company,
• the number and value of shares of each shareholder. Any other information about the shareholding structure or allotment of shares must also be stipulated in the company’s articles of association.

Company management according to a Swiss company’s bylaws

According to the Companies Law, the shareholders of a Swiss company are required to appoint one or more directors. The bylaws of the company must contain information about the directors, how they are appointed and their role within the company. The articles of association must also contain provisions about the dismissal of Swiss directors. The articles of association will also provide information about the annual general meetings and the dates these meetings will be held. With respect to company ownership, the articles of association may contain provisions about restrictions applied to company’s shareholders. Additionally to the articles of association, Swiss shareholders may also conclude shareholders’ agreements which are not required to be made public.

SOURCES

[1] Information quoted from KMU Portal

[2] Information quoted from Lawyersswitzerland