What are the duties of the manager of a limited liability company in Switzerland?

What are the duties of the manager of a limited liability company in Switzerland?

In Switzerland, a limited liability company (Sàrl/GmbH) is a business that is managed by one or more managers. The function of the managers is to direct and represent the company and to take operational and strategic decisions on its behalf.

More specifically, the main functions of the manager of a limited liability company in Switzerland may include :

• Diriger et administrer la société conformément aux dispositions légales, aux statuts de la société et aux décisions prises par les organes compétents de la société comme l’Assemblée des associés.
• Prendre des décisions concernant les activités courantes de la société, telles que les achats, les ventes, les investissements, la gestion des ressources humaines, la gestion des finances et la gestion de la trésorerie.
• Représenter la société auprès des tiers, tels que les clients, les fournisseurs, les partenaires commerciaux et les autorités publiques.
• Élaborer et mettre en œuvre des stratégies commerciales et des plans d’action pour atteindre les objectifs de la société.
• Assurer la conformité de la société avec les lois, les lois comptables et fiscales, les règlements et les normes en vigueur.
• Tenir des registres comme le registre des associés et des ayants droits économiques et s'occuper des inscriptions et des mutations auprès du Registre du commerce et des comptes précis et à jour de la société.

It should be noted that the exact duties of the manager may vary depending on the company's articles of association and the agreements between the parties involved.

What are the advantages and disadvantages of being a manager of a limited liability company in Switzerland?

As a manager of a limited liability company (GmbH) in Switzerland, there are advantages and disadvantages to consider. Here are some examples:

Advantages:

• The managers have a certain degree of autonomy in making operational and strategic decisions for the company, which can be satisfying for people who like to make decisions and run a business.
• In general, the liability of the managing partners is limited to the contributions they have made to the company as partners, which means that they are not personally liable for the debts of the company beyond that amount. Subject to debts relating to social security contributions and taxes.
• Managers can enjoy a stable and regular income, as well as various benefits such as social insurance and pension contributions, depending on the agreements made with the company.
• Being a manager can be seen as a professional advantage, as it can be seen as a sign of success and business competence.

Disadvantages

• Managers are responsible for the day-to-day running of the company, which can be stressful and demanding in terms of time and effort. They must also be prepared to make difficult decisions and take responsibility for the consequences of those decisions.
• Managers must ensure that the company complies with applicable laws, regulations and standards, which may require specific expertise and training in areas such as accounting, taxation, human resource management and regulatory compliance.
• As officers of the company, managers may be held liable for errors and mistakes made by themselves or the company's employees, which may have negative financial and legal consequences for them.
• Managers may face conflicts with other members of the company, such as partners, investors or employees, which may be difficult to resolve.

It is important to note that the advantages and disadvantages of becoming a manager of a limited liability company can vary considerably depending on the individual circumstances of each person and company. It is therefore important to think carefully and consider all aspects before making a decision.

What are the risks of being a LLC (Sàrl/GmbH) manager in Switzerland?

As a manager of a Swiss limited liability company (Sàrl/GmbH) in Switzerland, there are risks and responsibilities that you should consider before accepting this position. Here are some examples of possible risks:

1. Financial and tax liability: Managers are responsible for the financial management of the company and may be held personally liable for the company's social security and tax debts if the company is unable to repay them.
2. Criminal liability: The managing directors may be held liable for any criminal offences committed by the company, such as tax fraud or violation of work safety rules.
3. Civil liability: The managing directors may be held liable for any fault committed in the performance of their duties, which may cause damage to third parties.
4. Regulatory liability: Managers are responsible for ensuring that the company complies with applicable laws and regulations, and may be held liable if the company is in violation of these rules.
5. Occupational risks: As a manager, you are responsible for the day-to-day management of the company, which can be stressful and demanding in terms of time and effort.

It is therefore important to understand the risks associated with being a manager of a limited liability company in Switzerland before making this decision, and to take steps to minimise these risks by adopting appropriate policies and procedures, as well as obtaining professional advice from RISTER fiduciary in Geneva.

Contact us to start your initial consultation now. We would be delighted to get to know you and define the next steps in your project to establish a company in Switzerland.

Fill in our contact form or call us on +41(0)22 566 82 45

‍