Organizational defects
Organizational defects are serious deficiencies in a Swiss company’s mandatory corporate bodies or governance structure, often leading to register or court measures.
In Swiss company law, organizational defects arise when a legal entity lacks a required body, such as a valid board, management or auditor, or when such body is improperly constituted or unable to act. The commercial register office or interested persons may trigger corrective proceedings. If the defect is not remedied, the court may order measures such as setting a deadline, appointing a missing body, or, in severe cases, dissolving the entity. The concept is important for companies limited by shares, LLCs and other registered entities.