Why clear delegations and spending limits matter
In a Swiss SME, purchasing decisions and payments often flow through just a few people: the owner, an administrative manager, a department head. Without written rules, every order becomes an exception: duplicate signatures, off-budget payments, and responsibility that is hard to reconstruct in an internal audit, statutory audit, or dispute with suppliers.
A delegation matrix translates operationally who may approve expenses, contracts, and bank transactions, within which amounts, and with which controls. It does not replace the articles of association and corporate bodies required by the Swiss Code of Obligations (CO), but makes them workable day to day: orders, invoices, mandates, and electronic signatures must align with the powers actually granted.
This guide explains how to build tiered spending limits, link them to signature powers (Commercial Register and bank), and ensure a verifiable accounting trail — including with tools such as Accountex for recording, approval, and reconciliation.
Legal framework: corporate bodies, representation, and liability
Internal delegations coexist with the company’s legal representation. Knowing the distinction prevents a “spending limit” from being mistaken for the power to bind the entity vis-à-vis third parties.
Representation (CO)
In a GmbH, the company is represented by management (Art. 814 CO); in an AG, by the board of directors (Art. 718 CO), unless otherwise provided in the articles, organizational regulations, and Commercial Register entry. Sole signature, joint signature by two, or limitations on representation must be consistent with the articles, resolutions, and CR registration.
An employee with “authority to order up to CHF 5,000” does not automatically acquire legal representation: an express delegation is required, within the limits permitted by law and the competent body.
Internal delegations vs third parties
The delegation matrix governs the internal process: who proposes, who approves, who posts to accounting. Toward suppliers and banks, what counts is what follows from signature powers, powers of attorney, and mandates (including bank signatories and limits imposed by the institution).
If limits are exceeded, the competent body may ratify the act; until then, the risk remains on the contractual plane and on the liability of the management bodies.
Example delegation matrix and spending limits
The table below is a typical model for an SME with 15–40 employees. Amounts and roles should be adapted to sector, liquidity, and risk policy; the general meeting or management approves the matrix and sets an annual review.
| Role / level | Operating spend (single transaction) | Contracts & multi-year commitments | Approval required |
|---|---|---|---|
| Employee / requester | Proposal only; no binding commitment | Internal draft only | Direct supervisor |
| Area manager | Up to CHF 2,000 | No, except fees < CHF 500/month | Finance/admin if > threshold |
| CFO / head of finance | Up to CHF 25,000 | Up to CHF 50,000 present value | CEO or management member above threshold |
| CEO / general manager / executive | Up to CHF 100,000 | Up to CHF 250,000 | Board / shareholders above statutory threshold |
| Board / general meeting | Unlimited within articles | Extraordinary investments, M&A, guarantees | Written resolution |
Defining thresholds by category (materials, IT, marketing, consulting) reduces ambiguity. For recurring spend, a monthly or annual cap in addition to the single amount is advisable.
Signature powers: CR, bank, and commercial documents
Internal spending limits that are not aligned with bank signatories lead to blocked payments or, worse, instructions executed without dual control. Best practice is to map three levels: legal representation (CR), bank signature, signature on supplier invoices and orders in the ERP.
Commercial Register
Shows who binds the company vis-à-vis third parties. Changes require a resolution and notification to the canton. Every special power of attorney must be documented and communicated when relevant to customers and partners.
Bank signature
The institution applies its own rules (sole, joint, limits per transfer). Aligning delegation matrix amounts with e-banking mandates reduces fraud and errors; for large amounts, always require four-eyes approval.
Orders and contracts
Numbered POs, order confirmations with cost centre and budget reference. Contracts above threshold: legal review and recording of deadlines (renewals, penalties, index clauses).
Approval workflow: from need to payment
A repeatable flow links procurement, accounting, and treasury. Even without dedicated software, the stages stay the same; digitization makes them auditable.
- Request and quote: description, supplier, VAT-inclusive amount, cost centre, attachments. Confirm the department budget allows it.
- Hierarchical approval: check against the matrix; automatic escalation if above the role threshold or if the supplier is new.
- Order / commitment: issue PO or accept offer; for professional services, agree on deliverables and payment terms.
- Receipt and three-way match: order, delivery document or timesheet, invoice — amounts and VAT consistent before posting.
- Accounting entry: expense account, VAT code, capitalisation where applicable under balance-sheet recognition criteria (CO Art. 959 and 960a) and applicable accounting standards.
- Payment: payment schedule, payment approval within treasury delegation, trace in bank statement and reconciliation.
Exceptions and urgencies
Provide a “fast track” procedure (plant failure, safety) with ex post approval within 48 hours and a maximum cap. Every exception must leave written rationale and the authoriser’s name; otherwise internal control loses credibility.
Accounting trail and document retention
Statutory audit and tax authorities expect understandable entries and linked documentation. In Switzerland, bookkeeping duties apply (CO Art. 957 et seq.), principles of clarity and continuity (Art. 958c CO), and ten-year retention of books and accounting documents (Art. 958f CO).
| Element | What to record | Audit link |
|---|---|---|
| Spend commitment | Approval date, approver, amount, supplier | PO or archived authorisation email |
| Supplier invoice | Invoice no., VAT, account and cost centre | Scan with hash/timestamp; order reference |
| Payment | Bank account, currency, fees | Statement reconciled to entry |
| Delegation changes | Matrix version, effective date | Management resolution / internal circular |
Integrated accounting software lets you attach supporting documents to entries, filter by approver and cost centre, and produce extracts for audit. Avoid “shadow accounting” in parallel spreadsheets: every adjustment goes through the journal with a reason code.
Internal controls proportionate to the SME
Segregation of duties
Ideal: whoever orders does not pay; whoever posts does not alone approve their own expenses. In small SMEs this is offset by periodic review by the owner and joint bank signature above thresholds.
Periodic rotation of bank reconciliation and monthly sample check of invoices above a set threshold.
Typical risks
Duplicate invoices, phantom suppliers, corporate credit cards without limits, uncatalogued SaaS subscriptions. Extend the delegation matrix to prepaid cards and expense reimbursements with the same documentary rigour.
Brief annual training: what to do if a limit is exceeded, how to report a conflict of interest with a supplier.
Practical implementation with Accountex
Start with an inventory: who signs at the bank today, who approves invoices, which amounts recur each month. Draft the matrix in a versioned document, have management approve it, and communicate it to all cost centre owners.
In accounting, set up cost centres and, where possible, statuses such as “pending approval” / “to pay” / “paid”. Attach the invoice PDF and approval reference to every supplier entry. Align VAT and monthly close deadlines with the cut-off: no fiscal-year spend without documentation by the agreed inventory date.
Review the matrix at least once a year or after organisational changes (new CFO, merged departments, growth beyond audit thresholds). Clear delegations do not slow the SME down: they free executive time because repetitive decisions happen within boundaries already shared and traced in the books.