Responsibility of the board of directors
Art. 12 of the TJPG makes no mention of the board of directors. The highest-ranking member of the executive body is responsible—in the case of a public limited company (AG) with its own executive board, this is the chair of that board, not the president. Nevertheless, the board of directors remains accountable in three ways that run parallel to one another.
In a nutshell
- Recipient
- Highest-ranking member of the governing body
- With Executive Management
- Chair of the Executive Board
- Without management
- The Board of Directors Executive Committee
- Delegation
- Permitted
- Discharge
- No
- Negligence
- Possible under Art. 6 VStrR
- Corporate Law
- Art. 716a and 754 of the Swiss Code of Obligations (OR)
- Decisive
- The minutes
What Art. 12 of the Juvenile Justice Act (TJPG) states
The provision consists of two sentences. Paragraph 1: The highest-ranking member of the governing body must file the reports required under Articles 9–11. Paragraph 2: This person may delegate this task to other individuals within the company or to third parties, but remains responsible for ensuring that the reports are filed properly.
Two observations on this. First, the obligation applies to an individual, not to a body. Second, delegation is expressly permitted—the law does not expect the responsible person to complete the report themselves. It only requires that they approve it in the end.
Who is the highest-ranking member of the executive body?
The TJPG itself does not define the term. The only legal definition is found in Art. 20, para. 3, TJPV.
| Situation | Highest-ranking member of the governing body |
|---|---|
| Separate management body exists | The chairperson of the management board |
| No separate management body | The Chairperson of the Board of Directors or the Administrative Board |
| Liquidation | The liquidator |
| Debt restructuring moratorium | The trustee |
If several persons hold the position simultaneously, all of them are subject to this requirement under Art. 20(4) TJPV. In the case of management without a designated chairperson or a collegial administration, the obligation therefore applies to several persons concurrently.
Three Ways in Which the Board of Directors Is Still Liable
Even where Art. 12 TJPG refers to a different person, the board of directors remains liable—but under different provisions.
Art. 716a(1)(5) of the Swiss Code of Obligations (OR) assigns to the board of directors the duty of general supervision over the persons entrusted with the management of the company, specifically with regard to compliance with laws, the articles of incorporation, regulations, and directives. The duties under Art. 716a(1) OR are non-transferable and inalienable—compliance with the TJPG is also included.
Art. 754 CO holds the members of the board of directors and all persons involved in the management of the company liable for damages they cause through intentional or negligent breach of duty—toward the company, the shareholders, and the creditors.
Art. 6(2) of the Administrative Offenses Act (VStrR) covers anyone who intentionally or negligently fails to prevent an offense committed by an agent. According to paragraph 3, in the case of a legal entity, this applies to the responsible governing bodies.
Delegation Done Right
Art. 12(2) of the Youth Criminal Procedure Act (TJPG) expressly permits such delegation. It does not eliminate the obligation but rather shifts it from execution to three other tasks.
- Selection: Is the appointed person or entity professionally capable of fulfilling the duties? In the case of a fiduciary mandate, this includes the question of whether the TJPG is even part of the scope of services—many mandate agreements date from before that time.
- Instructions: Is it clear which companies are covered, what deadlines apply, and who is responsible for obtaining the information from the parties involved? A delegation without a scope of work is not a delegation.
- Monitoring: Is compliance being verified? A confirmation of registration under Art. 28 TJPG suffices as proof that the report has been filed—it is free of charge.
Supervision means being able to check, not having to trust. For each company, verify whether a report has been filed, what deadline is pending, and what information is missing.
Launch Management ToolWhat the Board of Directors Should Specifically Do
The following points do not stem from the TJPG itself, but rather from the duty of care that it presupposes. They are the subject of a single agenda item.
- Determining ApplicabilityIs the company subject to the law? Does an exception under Art. 3 of the TJPG apply, and what is the applicable deadline? The result must be recorded in the minutes, even if it is “not applicable.”
- Explicitly Assigning ResponsibilityWho submits the reports? A resolution cannot override the statutory assignment—the law determines whom Art. 12 TJPG addresses. However, the resolution documents who actually performs the task.
- Regulate delegationTo whom, with what scope of authority, and with what reporting requirements. For existing fiduciary mandates, verify whether the TJPG is covered and amend the contract if necessary.
- Ensure compliance with reporting obligations of the parties involved. The company’s deadlines depend on shareholder cooperation underArt. 13 TJPG. A bylaw or an amendment to the shareholders’ agreement with a shorter deadline closes this gap.
- Establish reporting proceduresA fixed agenda item at the regular Board of Directors meeting: reports submitted, pending deadlines, missing information, and any notes in the register.
- Ensure access to documentationFor public limited companies (AG) and limited liability companies (GmbH), the person must have access to the documented information in accordance with Art. 718(4) and Art. 814(3) of the Swiss Code of Obligations (OR), respectively (Art. 8(4) TJPG). If administration is outsourced, this must be actively organized.
The responsibility remains; the work does not
Execution can be delegated, but not responsibility. What remains is the proof—and that is precisely what we provide.
- Documenting responsibilities for each company
- Provide status reports for each company in preparation for the board of directors meeting
- Report deadlines and triggers in a timely manner
- Document requests to stakeholders and their responses
- Document audit steps as evidence of due diligence
Details about your case
The sections above cover the standard case. This section addresses the remaining legal forms.
For other legal forms: The same system applies, but with different terms—and a change must be reported.
The system is the same everywhere; only the terms change.
| Legal form | As a rule | Further information |
|---|---|---|
| Stock corporation with executive management | Chair of the management | Working Group Page |
| Stock corporation without executive management | Executive Committee of the Board of Directors | Working Group Page |
| LLC | Chair of the Executive Board; if there are multiple executives without a designated chair, all of them | Page on the GmbH |
| Cooperative | Chair of the administration, where there is no separate management body | Page on the cooperative |
| In Liquidation | Liquidator | Deadlines |
The liability provisions under stock corporation law set forth in Art. 827 of the Swiss Code of Obligations (OR) apply mutatis mutandis to a limited liability company (GmbH). In the case of a cooperative, liability rests with the members of the board of directors in accordance with the provisions of cooperative law.
Frequently asked questions
Is the board of directors liable as a body?
Article 12 of the TJPG does not address the board of directors as a body, but rather the highest-ranking member of the executive body—an individual. The board of directors nevertheless remains involved: According to Article 716a of the Swiss Code of Obligations (OR), the overall supervision of compliance with the law is non-transferable, and liability under Article 754 OR applies to its members.
Who is the highest-ranking member of the executive body?
Article 20(3) of the TJPV lists four cases: in the case of a separate management body, the chairperson of the management; otherwise, the chairperson of the board of directors or the administration; in liquidation, the liquidator; and in the case of a stay of debt enforcement, the trustee. If several persons perform the function simultaneously, all of them are liable under paragraph 4.
Can we delegate the notification to the trustee?
Yes. Article 12(2) of the TJPG expressly permits the task to be delegated to other persons within the company or to third parties. However, responsibility for proper execution remains with the company.
Does delegation relieve us of liability?
No, it merely shifts the duty from execution to selection, instruction, and supervision. This standard is already established in stock corporation law under Article 754(2) of the Swiss Code of Obligations (OR), and administrative criminal law builds upon it in Article 6(2) of the Administrative Offenses Act (VStrR): Anyone who, intentionally or through negligence, fails to prevent an offense committed by the person entrusted with the task is subject to the same criminal provisions as that person.
Is the board of directors also liable in cases of negligence?
Under criminal law, Articles 43 and 44 of the Juvenile Criminal Procedure Act (TJPG) require intent. However, under Article 6, paragraphs 2 and 3, of the Administrative Offenses Act (VStrR), negligent failure to exercise supervision may also lead to criminal liability if the authorized person acted intentionally. Under civil law, Article 754 of the Swiss Code of Obligations (OR) already holds liable anyone who negligently breaches their duties and thereby causes damage.
What applies in the event of liquidation?
Under Article 20(3)(c) of the TJPV, the liquidator takes the place of the previous highest-ranking member of the governing body; in the case of a stay of debt enforcement under subparagraph (d), the trustee takes that place. If the change is reported in accordance with the substitute provision, the registered person also changes—and this is a change that must be reported.
What should be included in the minutes?
Who is assuming the role, the basis on which the delegation occurred, how supervision is carried out, and when each notification was submitted. In the event of a subsequent allegation, the minutes are the only evidence that selection, instruction, and supervision took place.
What applies to a limited liability company (GmbH) and a cooperative?
The same system applies, but with different titles. In a GmbH, it is the chairperson of the executive board; in a cooperative, it is the administrative board, provided there is no separate management body. The liability rules under stock corporation law apply mutatis mutandis to a GmbH pursuant to Article 827 of the Swiss Code of Obligations (OR).
Has your question been answered? Then record the responsibility and status in the management tool.
Launch Management ToolLegal Basis and Further Resources
- Federal Act of September 26, 2025, on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG, SR 955.3)
- Ordinance of June 12, 2026, on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPV, SR 955.31)
- Swiss Code of Obligations (Art. 716a, 754, and 827 CO) and Federal Act on Administrative Criminal Law (VStrR)
- More on this site: For Trustees · Fines and Sanctions · Reporting Changes · Evidence and Documents · What Data to Report · Deadlines · Stock Corporation · Frequently Asked Questions
Last updated: September 16, 2026.
A single agenda item is sufficient to demonstrate due diligence
Identify those affected, assign responsibility, establish delegation, define reporting procedures—and record everything in the minutes. We provide the foundation for this and the ongoing overview you need for monitoring.