Non-financial reporting in Switzerland: CO art. 964a et seq. and the link to CSRD

Short answer: The Swiss sustainability reporting obligation is set out in art. 964a et seq. of the Code of Obligations (CO). Public interest entities must report if, together with the companies they control, they have at least 500 full-time positions in two consecutive years and exceed total assets of CHF 20 million or revenue of CHF 40 million. A climate ordinance has applied since 2024; EU-aligned rules went out for consultation in 2026.

This guide is for boards, general counsel, heads of compliance and those responsible for sustainability and financial reporting in Switzerland and Germany. It explains who has to report, how Swiss law relates to the EU Corporate Sustainability Reporting Directive (CSRD) and which roles the report needs.

What does art. 964a et seq. CO require?

Articles 964a–964c CO require large Swiss companies to publish an annual report on non-financial matters. The provisions come from the indirect counter-proposal to the Responsible Business Initiative and have applied since 1 January 2022.

• Topics: environmental matters, in particular CO2 targets, social matters, employee matters, respect for human rights and combating corruption (art. 964b(1) CO).
• Content: the business model, the policies pursued including due diligence, the measures taken and their effectiveness, the principal risks and the key performance indicators relevant to the business (art. 964b(2) CO).
• Comply or explain: a company that has no policy on a topic must explain this clearly and give reasons (art. 964b(5) CO).
• Climate matters: since 1 January 2024 the Ordinance on Climate Disclosures (SR 221.434) specifies the climate part. A company that reports on the basis of the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) is presumed to meet the climate requirement (arts. 2 and 3 of the ordinance).

Separate due diligence and reporting duties apply to minerals from conflict areas and to child labour (art. 964j et seq. CO). They form a distinct regime with their own thresholds.

Who is affected?

The obligation applies to large public interest entities within the meaning of the Swiss Audit Oversight Act. All three conditions in art. 964a(1) CO must be met.

The board of directors must approve and sign the report, and the body that approves the annual accounts must also approve it. It must be published electronically without delay and remain accessible for at least ten years (art. 964c CO). Intentionally false statements or failure to report carry a fine of up to CHF 100,000, negligence up to CHF 50,000 (art. 325ter Swiss Criminal Code).

Deadlines and current status

Swiss law already applies; what remains open is how and when it will be aligned with the EU.

For subsidiaries in Germany, the national law transposing the CSRD applies. Check its current status before planning.

What companies need to do now

Companies in scope should prepare the next report properly under current law and get ready for the changes at the same time. Typical workstreams are:

1. Confirm the obligation and the scope of consolidation: test the thresholds over two financial years, list controlled companies and document any exemption through the parent company.
2. Choose a framework: decide whether the report follows a recognised framework and make sure all requirements of art. 964b CO are still met (art. 964b(3)).
3. Build the climate section: cover governance, strategy, risk management, and metrics and targets in line with the climate ordinance.
4. Evidence policies, risks and KPIs: document the policy, due diligence, measures and effectiveness for each topic, or explain why there is none.
5. Plan approval and publication: schedule the board and the general meeting, prepare publication in human- and machine-readable formats and set up retention.
6. Clarify the EU angle: check whether EU subsidiaries fall under the CSRD and whether a group report can cover their obligations.

Which roles and capacity you need

Reporting is a joint effort of sustainability, finance, legal and compliance. Legal and compliance own the interpretation of the duties, due diligence, governance and liability questions.

How interim support helps

Interim professionals cover the peak before the reporting date and the preparation for new rules without creating permanent headcount. Alpinum Solutions provides legal, compliance and governance professionals through staff leasing (Personalverleih, Swiss staff leasing) or freelancing, part-time or full-time, individually or as a team. The company directs the work; in staff leasing, the client holds the right to give instructions. Responsibility for the content and approval of the report stays with the board and management.

Selected profiles are usually available within 48 hours; the start date is agreed between the client and Alpinum. The guide Interim company secretary and corporate governance support covers the approval process, and CSRD, CSDDD and the Omnibus package explains how the EU rules have changed.

FAQs on Swiss sustainability reporting

Does the CSRD apply to Swiss companies?

Not directly. Swiss companies are subject to art. 964a et seq. CO and the climate ordinance. The CSRD can, however, reach Swiss groups through their EU subsidiaries if these exceed the thresholds set by member states. After the Omnibus Directive, that means more than 1,000 employees and net turnover above EUR 450 million. Separate rules apply to companies from third countries.

Does the report have to be audited?

Current Swiss law does not require external assurance of the report on non-financial matters. The draft Federal Act on Sustainable Corporate Governance would require companies in scope to have their sustainability reporting checked by an external audit firm. The bill went out for consultation in spring 2026 and has not been adopted.

Who approves the report?

The supreme management or administrative body, in a company limited by shares the board of directors, must approve and sign the report. The body that approves the annual accounts, usually the general meeting, must approve it as well (art. 964c(1) CO). It must then be published electronically without delay and stay accessible for at least ten years.

What are the penalties for false statements?

Anyone who intentionally makes false statements or fails to report faces a fine of up to CHF 100,000; for negligence the fine is up to CHF 50,000 (art. 325ter Swiss Criminal Code). The same applies to breaches of the retention and documentation duty. Clear records of data, assumptions and approvals protect the people responsible.

How much capacity does reporting require?

That depends on group size, data quality and maturity. Large groups with many entities often need a team from legal, compliance and risk to cover the peak before approval. Where processes are established, an experienced professional working part-time may be enough to keep policies, guidelines and documentation up to date.

Next step

Alpinum Solutions is the leading provider of interim legal & compliance in Switzerland and provides professionals for governance, compliance and reporting. Tell us what you need and we will show you suitable profiles.

• Risk management, internal controls and governance: interim professionals
• Building or revising a compliance management system
• Regulatory calendar for legal & compliance
• Regulatory radar: all articles on regulatory change
• Discuss your needs

Last updated: 10 November 2026.