Managing director of a Swiss GmbH (Geschäftsführer / gérant)

How GmbH management works under Swiss law

In a Swiss limited liability company (GmbH/Sàrl), the default rule is that all members (Gesellschafter, associés) manage the company together (Art. 809 para. 1 CO). The articles of association can change this by assigning management to one or several specific persons. These persons do not need to be members: a third party can serve as managing director, and doing so is common once the company grows beyond its founders.

Only natural persons may be managing directors (Art. 814 para. 1 CO). When several managing directors serve, one of them must be designated as president of the management (Vorsitzender der Geschäftsführung, Art. 809 para. 3 CO).

Non-transferable duties

The managing directors hold duties that cannot be delegated (Art. 810 CO): overall management and issuing the necessary directives, the company's organisation, accounting, financial control and financial planning, supervision of persons entrusted with parts of the management, the annual report and preparation of the members' meeting, and notifying the court in the event of over-indebtedness. These duties mirror those of the board of directors in a stock corporation.

Residence requirement

At least one person authorised to represent the company must be domiciled in Switzerland (Art. 814 para. 3 CO). That person must be a managing director or a director (Direktor). A Prokurist (registered attorney) does not satisfy the requirement.

Signing authority

The register entry for each managing director shows whether the person holds sole signature or joint signature. A managing director listed "ohne Zeichnungsberechtigung" (without signing authority) cannot bind the company. The type of signature matters in practice: someone with joint signature by two can only act together with a second authorised signatory. For a full explanation, see the signing authority guide.

In the commercial register and the SHAB

Each managing director is entered in the commercial register with surname, first name, place of origin, residence, function and type of signature. When the person is also a member, the SHAB notice typically reads "Gesellschafterin und Geschäftsführerin" (or "associée et gérante" in the French edition). Changes are published in the Swiss Official Gazette of Commerce (SHAB). You can trace every appointment and departure in the SHAB/FOSC notices.

In a stock corporation (AG), the title "Geschäftsführer" or "Direktor" designates an executive appointed by the board of directors, which is a different legal basis (Art. 718 CO). The function in the register entry always shows which body the person belongs to.

What to check on a company profile

• Who manages: if all members are also managing directors, the company follows the statutory default. If a non-member holds the role, the articles have been adapted.
• Signature type: a managing director with sole signature can commit the company alone. A managing director with joint signature cannot. See how to read a register extract.
• Residence: at least one managing director or director with signing authority must be domiciled in Switzerland. The register shows each person's place of residence.
• Turnover: frequent changes of managing directors in consecutive SHAB notices can signal instability. The directorship concentration guide provides context on how many mandates a single person typically holds.