Corporate Governance 2025

1. Introductory

1.1 Forms of Corporate/Business Organisations

The principal forms of corporate organisations in Switzerland are the stock corporation (Aktiengesellschaft (AG)) and the limited liability company (Gesellschaft mit beschränkter Haftung (GmbH) or LLC). The stock corporation is the most important company form; it is suitable for all sizes and types of business and is the only company form that can be listed on a stock exchange. Both the AG and LLC feature a separate legal personality, a predetermined capital divided into shares or quotas and a limitation of liability to their own assets.

1.2 Sources of Corporate Governance Requirements

Primary Sources

The primary sources of law relating to corporate governance are the Swiss Federal Code of Obligations (CO) (namely the Swiss company law in Article 620 et seq. CO) and, for listed corporations, the Swiss Federal Act on Financial Market Infrastructure and Market Conduct in Securities and