Administrative Council (Switzerland) – Wikipedia

Posted on by

The Board of Directors ( VR, French board of directors , Italian Board of Directors ) is the top executive body, which is responsible for the management of the business of a stock corporation under Swiss law (legal texts in the right to be bonded), unless the general assembly (GV; the “legislative” of the AG) is responsible, whereby there is a presumption of competence in favor of the VR.

The Board of Directors is elected by the General Assembly. It is not equivalent to the supervisory board in Germany and Austria, because in contrast to this, the board of directors is not just a supervisory body ( Art. 716a Paragraph 1 para. 5 Or), but at the same time for the overhead line of society ( Art. 716a Paragraph 1 para. 1 Or) responsible. Although an management (Germany and Austria: board member) can be used, the VR cannot transfer the overhead line ( Art. 716a Abs. 1 Or: «… Unsignable and unentable tasks…»). In other words, according to Swiss equity law, it is not absolutely necessary to use management. In this case, one sometimes speaks of a “small AG” according to Swiss commercial law – a turn that should be avoided, however. In practice, however, management is used regularly in the case of larger companies, which means that Swiss stock corporations come close to the dualistic system of corporate management in Germany and Austria, but without being able to map them exactly.

The Board of Directors (VR-P) is President 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 any other VR member, but he has a fisting decision when voting (Art. 713 Para. 1 OR). It is chosen by the VR itself if the statutes do not transfer the choice of VR-P to the GV. Like the other VR members, it is chosen for three years or a different term of office determined by the statutes (Art. 710 Para. 1 OR). Each VR member is liable for the damage caused by deliberate or negligent breach of duty (Art. 754 OR).

A special feature of the dualistic top organization of Germany and Austria is the Board of Directors (VR-D). If a VR-D is ordered, he has a double position as VR and at the same time a member of the management.

The legal composition of the board of directors is central to society. If the Board of Directors can no longer be ordered or if the number of administrative councils or directors with signature and residence in Switzerland are no longer required (Art. 718 OR), this will result in a so -called organizational deficiency procedure (Art. 731b or) . The proper organization of society is to be restored with this procedure; If this does not succeed, this results in the dissolution and liquidation of society. [first]

  • Roland Müller, Lorenz Lipp, Adrian Plüss: The board of directors. 3. Edition. Verlag Schulthess, Zurich 2007, ISBN 978-3-7255-5437-9.
  • Felix Wunderer: The Board of Directors. Verlag Schulthess, Zurich 1995; ISBN 978-3-7255-3372-5.
  1. ↑ See Lukas Müller, Pascal Müller: Organizational deficiencies in practice. Selected aspects of Art. 731b OR from the perspective of the commercial register and the case law. In: Current legal practice. No. 25, 2016, pp. 42–58.