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Board of Directors
Table of Contents

The Board of Directors is the highest supervisory and organizational body of the stock corporation. According to the Code of Obligations (OR), he manages the business himself or delegates management to third parties (which is the rule).

Table of Contents

According to the law, the board of directors has 7 non-transferable and inalienable tasks:

  1. The board of directors is the ultimate management of the stock corporation and issues the necessary instructions.
  2. It determines the organization of the stock corporation.
  3. He is responsible for the design of accounting, financial control and financial planning.
  4. The Board of Directors is responsible for appointing and dismissing the management and those authorized to represent them.
  5. The board of directors has ultimate supervision over the management. This is with regard to compliance with laws, statutes, regulations and instructions.
  6. He is responsible for the preparation of the annual report as well as the preparation of the general meeting and the execution of its resolutions.
  7. Notification of the judge in the event of over-indebtedness or insolvency of the stock corporation.

risks

This senior management function poses certain risks for the Board of Directors. He must answer for culpable breaches of duty that have resulted in damage to the company, shareholders or creditors. A classic example of this is failing to notify the judge of excessive indebtedness. The board of directors is jointly and severally liable; each member can be prosecuted for the full damage.

The remuneration of a delegate of a Swiss corporation and thus a member of its board of directors may be subject to taxation as a whole in the delegate's country of residence. According to two recent rulings by the Baden-Württemberg Finance Court that have been appealed, it is not necessary to divide the remuneration into those for managerial and those for supervisory activities. This leads to significant disadvantages if you are based in Germany if the management remuneration would otherwise have to be taxed in Switzerland.

Jürgen Bächle
Jurgen Bachle

has been working as an independent tax consultant and expert in international tax law since 1989 and has been a member of the board of the German Association of Tax Consultants Baden-Württemberg, DSTVBW, for over 20 years.

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