06.04.2026
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06.04.2026
Deputy Leadership as a Survival Factor: What Happens When the Boss Suddenly Becomes Unavailable
In many Swiss SMEs and family-owned businesses, the entire operation depends on a single person—the owner or managing director. They know the customers, sign contracts, negotiate deals, approve payments, and make all key business decisions. But what happens if that central figure is suddenly unable to work due to illness, is hospitalised, or even passes away unexpectedly?
Without a clearly defined deputy, a business can come to a standstill almost overnight. Invoices remain unpaid, salaries cannot be released, deadlines are missed, and banks or public authorities refuse to process transactions without a legally authorised signature. In particularly critical situations, the company may face liquidity shortages or even become temporarily unable to operate.
This issue is especially common in owner-managed businesses, where decision-making authority is deliberately concentrated in the hands of the owner. Yet establishing a formal deputy arrangement is not a sign of mistrust—it is a mark of professional management. It protects not only the business itself but also its employees, customers, and the owner's family.
Legal Framework
Swiss company law and commercial register regulations do not explicitly require businesses to appoint a formal deputy. They do, however, require that a company remains capable of acting through authorised management.
If these responsibilities have not been delegated and the sole authorised signatory becomes unavailable, the company may simply lose its legal authority to act externally.
Banks and public authorities rely strictly on the authorised signatories recorded in the Commercial Register. A verbal authorisation or an internal agreement is not sufficient.
This is particularly critical because, without registration in the Commercial Register, a deputy cannot legally sign documents on behalf of the company—even if they possess all the necessary operational knowledge and experience.
Avoid a Leadership Vacuum
Forward-looking business planning means sharing responsibility before an emergency occurs. Depending on the company's structure, several approaches are available:
- Formal deputy registration in the Commercial Register: Appointing a second authorised signatory (joint signature by two persons) or granting a power of procuration provides legal certainty.
- Internal delegation of authority: Operational responsibilities should be delegated together with clearly documented decision-making powers.
- Emergency arrangements: Powers of attorney, passwords, and system access rights should be reviewed and updated regularly.
- Succession planning: Where the owner also serves as managing director, business succession should be planned well in advance to ensure continuity.
Toolbox: What an Effective Deputy Management Solution Looks Like
- Conduct a Risk Assessment
Identify the business-critical functions. Determine who is authorised to make which decisions and where critical dependencies exist. - Formally Appoint a Deputy
Review existing signing authorities and update them where necessary by registering the appropriate authorisations in the **Commercial Register**. Document internal deputy arrangements clearly, including responsibilities and duties. - Establish Clear Processes
Ensure that approval procedures, payment processing, customer communication, and access to IT systems continue to function smoothly—even in an emergency. - Prepare an Emergency File
Store all essential information—including contact details, login credentials, contracts, and emergency procedures—in a secure location. Clearly define who is authorised to access this information. - Train and Test Responsibilities
Regularly involve the designated deputy in key decision-making processes. Conduct emergency simulations to identify weaknesses and improve preparedness. - Review the Arrangement Regularly
Once implemented, the deputy management solution should be kept up to date. Changes in personnel or organisational structure should be reflected by reviewing and adjusting the arrangements on a regular basis.
