What are the differences between an administrator, a manager and a director of a Swiss company?
In Switzerland, the terms “administrator”, “manager” and “director” are often used to refer to specific roles in different types of companies. The general differences between these roles in the Swiss context are as follows:
– Administrator of a Swiss corporation (SA/AG): An administrator in a Swiss SA/AG is a member of the company’s board of directors. The board of directors is responsible for the strategic management of the company and the supervision of the activities of the executive. The administrator of a Swiss AG are appointed by the general meeting of shareholders and are responsible for the management of the company’s affairs in accordance with Swiss AG laws.
– Manager of a Swiss limited liability company (Sàrl/GmbH): In Switzerland, a Sàrl/GmbH is a limited liability company, often used for small and medium-sized enterprises. A manager in a Swiss LLC is responsible for the day-to-day strategic management of the company and the implementation of the strategy decided by the partners. The managing directors can be appointed by the partners or designated in the company’s articles of association.
– Company director: In general, the Swiss director of a company is responsible for the day-to-day management of the company and the implementation of the strategy decided by the board of directors or the managing partners. He or she may also be responsible for personnel management, financial management and representing the Swiss company to third parties. In Switzerland, the rules for appointing the director of a company may vary depending on the type of company. In a Swiss corporation company (SA/AG), the director is usually appointed by the board of directors, whereas in a limited liability company (Sàrl/GmbH), the director may be appointed by the partners’ meeting or by the managers, depending on the company’s articles of association.
However, it is important to note that the rules of appointment may vary according to the articles of association of each Swiss company, and it is therefore important to refer to the articles of association of the Swiss company for the specific rules of appointment of the director. In addition, the powers and responsibilities of the director may also vary depending on the structure of the company and its internal rules, as defined in the articles of association, organizational regulations or shareholder agreements.
These roles have different responsibilities and legal obligations under Swiss law.
In Switzerland, the administrator of a Swiss corporation (SA/AG) and the manager of a limited liability company (Sàrl/GmbH) are considered to be the supreme executive bodies of the company, and therefore have a special responsibility towards the company and its shareholders or partners. As such, their liability is indeed considered to be higher than that of the company director.
Indeed, administrators and managers are responsible for the overall management of the company, for setting strategy and making important decisions, as well as for supervising the activities of the management and ensuring compliance with the company’s laws and statutes. They are also accountable to the general meeting of shareholders or partners.
The Swiss director, on the other hand, is responsible for the day-to-day management of the company, the implementation of the strategy decided by the supreme bodies, the management of human resources and finances, as well as the representation of the Swiss company to third parties. Although he or she has significant responsibility in these areas, he or she does not hold the ultimate power of the company’s executive.
Contact us to start your initial consultation now. We would be delighted to get to know you and work out the next steps for appointing your resident director or manager of your company in Switzerland.
Fill out our contact form or call us at +41(0)22 566 82 44