Why signing powers are a critical issue for SMEs
Swiss SME business accounts handle salaries, suppliers, taxes, lease instalments and investments. Who can authorize a bank transfer, sign a cheque or activate a payment mandate is not an administrative detail: it defines who controls liquidity and who is accountable to the bank, shareholders and third parties in the event of error or misuse.
In Switzerland, the bank applies the signing rules agreed with the company, but organizational responsibility remains with the business. Articles of association, internal resolutions and bank mandates must be aligned: a signature valid at banking level may be illegitimate at corporate level, and vice versa. For growing SMEs, where owner, trusted employee and external accountant often work side by side, the absence of clear rules is one of the main sources of conflict and avoidable losses.
This guide explains how to define delegations, set up dual signature controls and link payments to accounting, with reference to the Code of Obligations (CO) and current practices of Swiss banks in 2026.
Legal basis: corporate representation and banking powers
Corporate law and the banking relationship follow different logics, but they must be consistent with each other:
Internal representation (CO)
In a GmbH, each manager has the power to represent the company, unless the articles of association provide otherwise; at least one manager must be authorized to represent it (Art. 814 CO). In an AG, the board of directors represents the company vis-à-vis third parties; unless the articles provide otherwise, each director has the power to represent it and the board may delegate this to directors or executive officers (Art. 718 CO). Articles of association, resolutions and the commercial register define who may bind the company and with what signing arrangement; limitations entered in the register are effective even against third parties acting in good faith (Art. 718a CO).
An employee without power of representation cannot bind the company by legal act, even if they technically manage to access e-banking. The bank, by contrast, only checks whether the signature applied complies with the mandate on file.
Bank mandate
When opening the account and with subsequent changes, the company informs the bank who has signing authority and with what combination: single signature, joint signature by two persons, signature with amount limits or signature limited to specific products (transfers, direct debits, cards, cheques).
The bank executes the order if it is formally valid. For significant amounts or unusual transactions, it may activate additional checks, but it does not replace the company's internal controls. Aligning articles of association, resolutions and the bank signature card is therefore the first step towards effective governance.
Types of signing power: what they mean in practice
Swiss banks use recurring combinations. Here is a concise comparison of the most common arrangements in SMEs:
| Arrangement | How it works | Advantages | Risks |
|---|---|---|---|
| Single signature (Einzelzeichnung) | One person alone authorizes payments and orders within the limits of the mandate | Operational speed, ideal for micro-businesses with a single decision-maker | No immediate control; high exposure to internal fraud or phishing |
| Joint signature (Kollektivunterschrift) | Two signatories must jointly approve every payment order | Separation of duties; reduces unauthorized payments | Longer processing time; possible bottlenecks |
| Single signature with amount limit | Payments up to a threshold (e.g. CHF 5,000) with one signature; above that, joint signature required | Balance between agility and control over significant outflows | Requires monitoring: split payments may circumvent the threshold |
| Product-limited signature | Different rights for transfers, direct debits, corporate cards, cheques or investments | Allows delegation without granting full account access | Administrative complexity; up-to-date documentation required |
| E-banking access without signing power | View statements, prepare payment drafts without final authorization | Useful for accounting and administration; the decision-maker retains the final say | Incorrect drafts may be approved in error if a second check is missing |
Defining delegations: articles of association, resolutions and operational roles
Effective delegation starts from a map of roles, not from the bank signature card. For a typical SME, it is advisable to distinguish at least four levels: who prepares payments (administration or external accounting), who verifies them (financial manager or owner), who authorizes them (bank signatory) and who records them in accounting.
The internal resolution — board of directors (AG), articles of association or resolution of the shareholders' meeting (GmbH), or decision by the owner in a sole proprietorship — must specify names, type of signature, amount limits, duration of the mandate and revocation procedure. When an employee leaves or a manager changes, revocation must be communicated promptly to the bank and linked service providers (accounting, payroll, invoicing platforms).
Minimum elements of a resolution on signing powers
- •List of authorized persons with function (manager, proxy holder, administrative manager)
- •Signing arrangement by amount bracket and by type of transaction
- •Explicit prohibition of conflicts of interest (e.g. same person preparing and signing without oversight)
- •Procedure for urgent payments outside business hours and for documented exceptions
- •Obligation of immediate revocation upon termination of employment or revocation of corporate mandate
Dual signature controls: when to introduce them and how to configure them
Dual signature is not legally mandatory for all SMEs, but it is considered good practice as soon as several people access payments or monthly amounts exceed thresholds manageable by a single decision-maker. Here is an operational guide to setting it up:
1. Amount thresholds
Define a monthly or per-payment threshold above which joint signature is required. For many SMEs, a range of CHF 3,000 to CHF 10,000 per single transfer represents a reasonable balance, to be adapted to turnover and sector.
2. Separation of functions
The person entering the beneficiary and amount should not be the sole signatory. In e-banking, assign distinct profiles: "preparer" and "approver". Avoid both signatures belonging to the same department without supervision.
3. Documented exceptions
For urgent payments (e.g. block on a critical supplier account), provide a temporary procedure with dual electronic approval and documented justification. Repeated exceptions signal a process problem, not an emergency.
In Swiss e-banking, dual signature is configured through user profiles and approval rules. Tools such as Mobile ID, smart cards or the bank's authentication app must be assigned personally: sharing devices or codes nullifies the control. Periodically review the list of active users, including access for consultants or trustees.
Preventing unauthorized payments: concrete risks for SMEs
Unauthorized payments rarely stem from a single error. More often they combine weak controls, social engineering and lack of reconciliation. Swiss SMEs face three recurring scenarios in particular.
Email fraud (CEO fraud / invoice fraud)
A message apparently sent by the owner requests an urgent transfer to a foreign account. Solution: dual verification on an independent channel (call to a known number), prohibition on changing supplier bank details based on email alone, and checking IBANs against the approved master data.
Internal abuse or collusion
Payments to fictitious suppliers, inflated expense reimbursements or direct debit mandates not revoked. Solution: joint signature above threshold, prior approval of new beneficiaries, periodic review of active mandates and comparison with the supplier register in accounting.
Operational errors and duplicate payments
Double-click on a transfer, incorrect amount or payment of an already settled invoice. Solution: approval workflow, payment-invoice matching before authorization and weekly or at least monthly bank reconciliation.
Linking payments and accounting: end-to-end traceability
Signing powers protect liquidity only if linked to verifiable accounting records. Every authorized payment should correspond to supporting documentation (supplier invoice, payslip, VAT return, investment resolution) recorded in the accounting system before or at the same time as the bank order.
With accounting software such as Accountex, the SME can centralize suppliers, due dates and bank transactions imported via camt.054 or direct connection. Administration prepares the payment proposal with reference to the invoice; the signatory approves only items already posted or pre-posted. Reconciliation highlights transfers without documentation or invoices without payment, early signals of anomalies.
For fiduciary firms assisting multiple clients, separate profiles and distinct mandates per company prevent an administrative access from translating into payment authorization on unrelated accounts. Documenting who prepared, verified and signed each significant outflow also simplifies dialogue with auditors and tax authorities.
Operational checklist for Swiss SMEs
Use this list to review or reorganize your company's bank mandates:
| Area | Action | Frequency |
|---|---|---|
| Articles of association and resolutions | Verify consistency between corporate representation and bank signature card | At every organizational change or incorporation |
| E-banking | Update profiles, joint signature thresholds and authentication devices | Quarterly |
| Beneficiaries | Approve new IBANs only with documentation and independent verification | For every new supplier |
| LSV/BDD mandates | Reconcile automatic debits with contracts and active services | Semi-annual |
| Accounting | Reconcile current account and flag payments without supporting documentation | Monthly |
| Revocations | Deactivate access for former employees by the next business day | Immediate |
| Training | Briefing on phishing and verification procedures for those who prepare or sign payments | Annual |
Banking governance proportionate to company size
There is no single model that works for all SMEs. A sole proprietorship with one owner may opt for single signature, while still integrating regular reconciliation and external accounting backup. A GmbH with several managers or an AG with delegated executive officers almost always benefits from dual signature thresholds and separation between preparation and approval.
Investing time in defining clear bank mandates costs little compared with a fraudulent transfer, a dispute with a shareholder or an operational block due to outdated signatures. Aligning bank, internal resolutions and accounting in Accountex turns signing powers from an administrative formality into a concrete tool for liquidity control and compliance.