Switzerland

Details

  • Service: Tax, Legal, Vertrags- und Handelsrecht
  • Type: Business and industry issue
  • Date: 2/1/2012

Delegation of board duties 

In general, it is not permitted to a member of the board of directors of a Swiss Corporation (Aktiengesellschaft) to delegate her / his duties to another board member. By way of exception, parts of the Swiss doctrine allow a delegation, provided that (1) the articles of association of the Corporation specifically allow such substitution and (2) the board member renders a written proxy to her / his delegate with (3) precise instructions on how to exercise the voting rights.
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However, the inconsistent practice of the Commercial Registries in Switzerland concerning this matter makes the review of the amendment of the statutes by the respective Commercial Registry prior to its implementation indispensable. It is also recommended to take legal advice regarding the wording of the statutary clause.

 

German and French versions of the publication entitled "Chancen und Risiken rechtlicher Neuerungen 2011/12" may be ordered from Schulthess Verlag.

 

Chancen und Risiken rechtlicher Neuerungen 2011/2012

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Contract and Commercial Law

Convincing contracts help you come to quicker agreements with your contract partners. Clear structures and formulations assist in the implementation of contracts and can help avoid disputes.