Company Secretary in Switzerland: Role and a Company’s Statutory Obligations

Is a company secretary required in Switzerland?

No. Swiss company law does not impose a statutory “company secretary” — there is no equivalent of the office required in the United Kingdom or many common-law jurisdictions. What the law imposes is a set of governance and record-keeping obligations, and the responsibility for meeting them rests with the company’s governing body: the board of directors of an AG (SA), or the managing officers of a GmbH (Sàrl).

In practice, the “company secretary” in Switzerland is therefore a function, not a legal office — the bundle of administrative tasks that keep the company compliant year after year. It can be carried out by a board member, by an in-house officer, or outsourced to a corporate secretarial provider, which is common for foreign-owned companies that have no local administrative team.

What the secretarial function covers

The secretarial function groups the recurring obligations that fall outside day-to-day operations but are essential to keep the company in good standing:

• convening and minuting the general meeting and board resolutions;
• maintaining the statutory registers — the share register and the register of beneficial owners;
• preparing and filing changes (directors, signatories, articles, capital) with the Commercial Register;
• keeping the company’s books and corporate records, and retaining them for the legal period.

The annual general meeting

Every Swiss company must hold an ordinary general meeting within six months of the close of its financial year (art. 699 al. 2 CO); the meeting approves the annual accounts, decides on the use of the balance-sheet profit and discharges the board. The secretarial function handles the convocation and agenda, the conduct of the meeting and the signed minutes. For the deadline, the convocation rules and the 2023 meeting formats, see our full guide on the annual general meeting of a Swiss company.

Share register and register of beneficial owners

A Swiss company must keep a share register of its registered shares (art. 686 CO) and, separately, a register of beneficial owners for anyone reaching or exceeding 25 % of the capital or votes (art. 697j / 697l CO). Both must be kept in Switzerland and kept up to date — a failure can suspend the shareholder’s rights and expose the company to penalties. For what each register must contain and how they are maintained, see our full guide on the share register and register of beneficial owners.

Statutory changes and Commercial Register filings

Many corporate events only take effect once they are entered in the Commercial Register. The secretarial function prepares the documentation and the filing for, among others:

• appointing, removing or changing a director or an authorised signatory (see our guide on appointing or removing a director in Switzerland);
• amending the articles of association — a change of company name, registered office, purpose or share capital, which requires a notarised deed before filing;
• recording other statutory changes that must be published in the Swiss Official Gazette of Commerce (SOGC).

Governance duties such as the board’s non-transferable responsibilities (art. 716a CO) are covered separately in our guide on the board of directors in Switzerland.

Books and document retention

A Swiss company must keep its accounting records and business correspondence, together with the minute book and the registers, in an orderly way. The operating accounts, the accounting records and the audit report must be retained for ten years after the end of the financial year (art. 958f CO). Documents may be kept on paper, electronically or in a comparable form, provided they can be made readable at any time.

Who handles it: board, in-house or outsourced

Because there is no mandatory office, the company is free to organise the secretarial function as it sees fit. A company with a Swiss management team will usually keep it in-house. A foreign-owned company — with directors and shareholders abroad — generally has no one on the ground to convene the meeting, keep the registers and run the Commercial Register filings on time, and the function is then outsourced.

Swiss Director Services Sàrl acts as the corporate secretarial function for Swiss AG/SA and GmbH/Sàrl companies, alongside its resident-director mandates. Outsource your corporate secretarial function.