Introduction
Taking on the position of director or manager in a SA or Sàrl in Geneva involves much more than the daily management of the company. In 2025, with evolving regulatory requirements and increasing digitalization, the vigilance of executive bodies must be stronger than ever. This article provides a comprehensive, practical, and up-to-date overview of the obligations, risks, and best practices to secure your board mandate.
1. Legal Framework in 2025: Key Principles
1.1 Status and Role of the Director (SA) and Manager (Sàrl)
- Code of Obligations (CO): Articles 716 ff. (SA), 809 ff. (Sàrl)
- Decision-making authority, representation, and duty of care
1.2 Key Recent Developments
- Reform of company law (entered into force in 2023, practical adaptations in 2025)
- Clarification on holding digital general meetings (amended Art. 701 CO)
Official sources: Code of Obligations – fedlex.admin.ch
2. Key Responsibilities and Risks for Directors
2.1 Civil Liability
- Action for civil liability (Art. 754 CO): mismanagement, breach of legal or statutory obligations
- Concrete examples: unlawful dividend distributions, lack of internal supervision, unintentional or negligent tax fraud
2.2 Criminal and Administrative Liability
- Violations of accounting and tax obligations (Arts. 166 and 167 SCC)
- Offences prosecuted by the Commercial Registry Office Geneva
- Penalties for simple or fraudulent bankruptcy
3. Increased Vigilance in 2025: Recent Controls and Requirements
- Strengthening of anti-money laundering practices (Art. 52 AMLA, documentation and reporting obligations): possible outsourcing to a qualified professional
- New requirements for traceability of assets and beneficial owners: increased transparency obligation
- Updating share registers and minutes of meetings even for digital GAs
- Strict deadlines in the event of significant losses in equity (Art. 725 CO)
For Geneva SMEs, fiduciary support helps avoid multiple errors or omissions, whether intentional or not.
4. Practical Examples: Common Cases of Liability
4.1 Lack of Supervision: The Classic Pitfall
- An SME discovers a previously undeclared tax debt: the director may be held personally liable for damages suffered by the company or third-party beneficiaries (e.g., creditors; tax authorities)
4.2 False Information at the General Meeting
- Minutes not reflecting actual financial status: increased civil and criminal risk
4.3 Omission of Anti-Money Laundering Checks When Admitting a New Partner
- Administrative sanctions, reporting obligations, and possible company blocking
5. Best Practices for Mitigating Risks in 2025
- Entrust sensitive tasks (accounting, tax, AMLA) to an experienced fiduciary
- Keep all officially required registers up to date: share register, minutes, register of beneficiaries
- Implement a delegation and dual-control policy: every signature commits the company – monitor internal authorities
- Continuously train executive bodies: update knowledge of law, taxation, and operational risks
6. Practical Optimization Tips from Ark Fiduciaire
- Regular audit of operational compliance (registers, documentation, audit body organization if applicable)
- Provision of up-to-date minutes templates and annual checklists
- Management of corporate secretarial duties (holding GAs, drafting minutes, communicating with authorities)
- Support during tax or administrative audits
Conclusion
Leading a SA or Sàrl in Geneva in 2025 is not to be improvised. With rapidly changing Swiss legislation and increasing compliance expectations, rigor and anticipation are essential. Seek support from seasoned professionals to turn regulatory requirements into levers for trust and sustainable growth.