Company secretarial and corporate governance: interim support for boards

Short answer: An interim company secretary temporarily runs the company secretarial function: preparing board meetings, keeping minutes, organising general meetings and keeping commercial register entries and group structures up to date. In Switzerland, Art. 713(3) of the Code of Obligations (CO) requires minutes of the board's deliberations and resolutions, signed by the chair and the minute-taker, so this work continues even when the role is vacant.

This guide is for board chairs, general counsel and CFOs in Switzerland and Germany whose company secretariat is stretched by a vacancy, a transaction or a group clean-up. Alpinum Solutions is the leading provider of interim legal & compliance in Switzerland and provides corporate lawyers for this work through staff leasing and freelancing.

When the company secretariat needs support

The company secretariat needs support mainly when the board calendar keeps running but the person in charge is missing or a project lands on top. The work is deadline-driven and hard to postpone: the general meeting takes place, minutes must be signed and changes must be filed with the commercial register.

Typical triggers:

• Vacancy or absence: the company secretary resigns, goes on maternity or parental leave or is off sick for a longer period.
• AGM season: notices, agendas, proposals, minutes and follow-up for several entities at the same time.
• Transactions: after an acquisition or before a carve-out, entities, boards and powers of attorney need cleaning up.
• Governance projects: the organisational regulations, delegation of authority or committee charters are being revised.

What a company secretary does, legally and in practice

In Switzerland the company secretary is not a role defined by statute; the company defines it. Since the company law reform that entered into force on 1 January 2023, the Code of Obligations governs the election of the board chair (Art. 712 CO) but no longer mentions a board secretary. It does, however, require board minutes signed by the chair and the minute-taker (Art. 713(3) CO) and general meeting minutes with prescribed content (Art. 702 CO). Every shareholder can ask for access to the general meeting minutes within 30 days (Art. 702 CO).

The board remains responsible for its non-transferable duties, including determining the organisation and preparing the general meeting (Art. 716a(1) CO). It may assign the preparation and implementation of its resolutions to committees or individual members (Art. 716a(2) CO). A company secretary supports the board and these committees with the administrative preparation and follow-up; responsibility remains with the board.

Tasks and profiles at a glance

How to set up an interim company secretary

1. Secure the calendar: which meetings, general meetings and register deadlines are due in the next six months, and for which entities?
2. Define the scope: secretariat and minutes only, or also regulations, transactions and group clean-up?
3. Choose level and workload: the ongoing secretariat is often a part-time role at experienced level; governance projects and transactions need senior experience. Workload can be set between 20% and 100%.
4. Choose the model: staff leasing if the professional is integrated into your processes and follows your instructions on the work; freelancing for a defined mandate, such as revising the organisational regulations.
5. Settle access and confidentiality: board portal, data room, share register, confidentiality and insider rules before the start.
6. Plan the handover: document the action list, templates and entity overview for the successor.

Alpinum usually presents selected profiles within 48 hours; the start date is agreed between the company and Alpinum.

Roles and capacity

Most secretarial mandates do not need a full-time role but reliable capacity at fixed points in time. A part-time workload with peaks before board meetings and the general meeting is typical. In groups with many subsidiaries or during a transaction, the need rises sharply.

An example from practice: in an international carve-out, Alpinum Solutions supported an industrial company by providing experienced interim legal specialists for the legal separation of several entities, the review and transfer of contracts and the coordination of corporate requirements across jurisdictions. In a documented case study, a senior legal counsel in Switzerland also supported the cross-border transaction of an internationally active industrial company from due diligence through signing and closing to integration (M&A case study).

Our guide to corporate housekeeping after an acquisition shows what needs doing for entities, registers and boards after a deal.

Switzerland and Germany: what differs

The tasks are similar in both countries; the board structure is not. A Swiss company limited by shares (AG) has a board of directors that combines overall management and supervision and can delegate executive management under organisational regulations (Art. 716b CO). A German stock corporation separates the management board (Vorstand) from the supervisory board (Aufsichtsrat). In practice, the secretariat there often works separately for both bodies, for example as a management board or supervisory board office, and in a GmbH for the managing directors and the shareholders' meeting.

• Terms: CH board of directors (Verwaltungsrat), general meeting (Generalversammlung), commercial register office; DE management board, supervisory board, general meeting (Hauptversammlung), register court.
• Engagement model: in Switzerland Personalverleih (Swiss staff leasing) with a cantonal licence under Art. 12 AVG, in Germany Arbeitnehmerüberlassung (German temporary agency work) with a licence under § 1 AÜG; freelancing in both countries.

Limits and risks

• An interim company secretary prepares, minutes and implements. Decisions and non-transferable duties remain with the board, or with the management and supervisory boards.
• The professional is not an officer unless the company expressly appoints them as one. Officer roles such as a board seat or managing director position do not belong in an interim assignment without a separate review.
• Board materials are highly confidential. Settle access rights, confidentiality and, for listed companies, insider lists before the start.
• Alpinum is not a law firm and does not provide legal advice; legal opinions and notarisations stay with law firms and notaries.

Frequently asked questions about interim company secretaries

What does an interim company secretary do?

They temporarily keep the company secretarial function running: preparing board and supervisory board meetings, taking minutes, organising general meetings, filing commercial register changes, maintaining powers of attorney and keeping the entity overview up to date. Projects add regulations, group clean-up and transactions. Decisions continue to be taken by the governing bodies.

Does a Swiss board secretary have to be a board member?

The current Code of Obligations does not regulate a board secretary. Art. 713(3) CO requires minutes signed by the chair and the minute-taker, without requiring the minute-taker to be a board member. The board itself decides who takes the minutes, for example in its organisational regulations.

Is a part-time role enough for the company secretariat?

Often, yes. The ongoing secretariat of a single company is usually a part-time workload with peaks before board meetings and the general meeting. With many subsidiaries, during AGM season or in a transaction, the need increases. Alpinum's interim professionals work at 20% to 100%, depending on the need.

Staff leasing or freelancing for a company secretary?

Staff leasing fits when the professional is integrated into your processes, works with your board portal and internal approval routes and follows your instructions on the work. Freelancing fits a defined mandate delivered independently, such as revising the organisational regulations and delegation of authority. Both models are available part-time and full-time.

What experience should an interim company secretary have?

For the ongoing secretariat and register work, experienced level with a background in company law and minute-taking is often enough. Regulations, group clean-up and transactions need senior experience, ideally from an in-house legal team or a corporate practice. For listed companies, experience with insider rules and disclosure matters.

Next step

Is your company secretariat vacant or overloaded? Alpinum Solutions provides corporate lawyers for secretarial work, governance and transactions, part-time or full-time. Your company directs the assignment.

• Corporate law, M&A and governance: interim lawyers for company law
• Corporate housekeeping after an acquisition
• Roles & practice areas: all guides on roles and fields of law
• IPO and capital markets projects: planning legal capacity
• Discuss your needs

Last updated: 10 November 2026.