Joint signature by two (Kollektivunterschrift zu zweien)

How joint signature works under Swiss law

A person entered with joint signature by two binds the company only when a second authorised signatory signs as well. The register uses this form for board members, managing directors and executive officers, and for holders of a Prokura as Kollektivprokura.

In a stock corporation, Art. 718 CO gives each member of the board of directors sole representation unless the articles of association or the organisational regulations provide otherwise, and at least one board member must be authorised to represent the company. Under Art. 718a CO, limits on representation have no effect on third parties acting in good faith, with two exceptions once they are entered in the register: exclusive representation of the head office or of a branch, and joint representation. For a GmbH, Art. 814 CO applies the same rules to the managing directors. Collective Prokura rests on Art. 460 CO, which allows a Prokura to be granted to several persons jointly and to be limited to the business of one branch.

How it appears in the register and in SHAB notices

Every registered person carries a signature mention after name, place of origin, residence and function, as Art. 119 HRegV requires. SHAB notices list new and changed entries under "Eingetragene Personen neu oder mutierend" and removed ones under "Ausgeschiedene Personen und erloschene Unterschriften". The variants readers meet most often:

• Kollektivunterschrift zu zweien: signs together with one other authorised signatory.
• Kollektivunterschrift zu zweien mit dem Präsidenten: the entry names who must supply the second signature, here the chair of the board. Other entries read "mit einem Mitglied des Verwaltungsrates" or, for a Prokurist, "nicht aber mit einem anderen Prokuristen".
• Kollektivprokura zu zweien: a Prokurist who signs jointly. A Prokura covers every act the business can involve (Art. 459 CO), but selling or encumbering real estate needs express authority.
• beschränkt auf die Zweigniederlassung or auf den Hauptsitz: the person binds the company only for the business of that branch or of the head office.

When the entry names no partner, the second signature can come from any other person registered with signing authority, a Prokurist included. A pairing rule binds third parties once it is entered in the register; a rule kept only in the organisational regulations, which are not published, has no effect on a counterparty acting in good faith. A person who signs alone has sole signature.

What it tells you when dealing with a company

When a contract, a guarantee or an order confirmation arrives with a single signature, look the signer up in the extract. If the entry reads joint signature by two, the document needs a second authorised name before it commits the company, and if the entry names a partner, the second name has to match it. The guide to signing authority walks through the check, and the register extract guide explains where the mention sits.

The pattern also says something about governance. When every board member signs jointly, each binding act needs two people, a four-eyes control that banks and larger groups often apply to all their signatories. Before signing a larger deal, check the company and compare the signatures with the people you are actually negotiating with.