OR Art. 716b -

Einleitung zur Rechtsnorm OR:

The Swiss Code of Obligations is a central code of Swiss civil law that regulates the legal relationships between private individuals. It includes five books that cover various aspects of contract law, law of obligations and property law, including the formation, content and termination of contracts, as well as liability for breach of contract and tort. The Code of Obligations is an important code of law for business and everyday life in Switzerland, as it forms the basis for many legal relationships and contracts and has been in force since 1912, whereby it is regularly adapted to social and economic developments.

Art. 716b OR from 2025

Art. 716b Delegation of business management ⁽¹⁾

¹ Unless the articles of association provide otherwise, the board of directors may delegate the management of all or part of the company’s business in accordance with organisational regulations to individual members or third parties (executive board).

² In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities.

³ The organisational regulations shall regulate the management of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting.

⁴ On request, the board of directors shall issue information in writing or electronically concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting protection.

⁵ Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors.