The new Federal Act on Sustainable Corporate Governance (NUFG) is intended to provide greater protection and legal certainty with regard to compliance with sustainable corporate governance. The Federal Council has opened the relevant consultation process.
In September 2025, the Federal Council decided to counter the popular initiative “For Responsible Large Corporations – Protecting People and the Environment” with an indirect counterproposal (https://cms.news.admin.ch/dam/de/der-schweizerische-bundesrat/v3F4Izkkwq5F/vn-ber-d.pdf). This is intended to ensure that large Swiss companies respect human rights and protect the environment. At the same time, they must remain competitive both domestically and abroad.
The Federal Council has now defined the specific substantive implementation. To ensure transparency and legal certainty, key rules will in future be regulated in a special law. Specifically, these are rules that companies must comply with in their business activities regarding the protection of human rights and the environment. The Federal Council has decided to open the consultation on the new Federal Act on Sustainable Corporate Governance (NUFG) (https://cms.news.admin.ch/dam/de/der-schweizerische-bundesrat/ZoKlyKyFwG4j/vorentw-d.pdf). The consultation period runs until July 9, 2026.
Preserving proven rules and ensuring a level playing field
The NUFG upholds the proven rules for the protection of people and the environment. However, it is based on relevant international standards, specifically the current provisions (the so-called Omnibus Directive) of the European Union (EU). This is important for Swiss companies from a competitiveness perspective.
Going forward, all large Swiss companies will be required to comply with specific due diligence obligations in the areas of human rights and the environment. Small and medium-sized enterprises (SMEs) are not directly affected by these obligations. Specifically, large companies will be required to systematically identify risks and take the necessary measures. Approximately 30 large companies are affected by this regulation. Currently, these due diligence obligations apply exclusively to companies with risks in the sensitive areas of child labor and so-called conflict minerals.
Obligation to report on sustainability remains in place
The Federal Council intends to maintain the obligation to report on sustainability. Swiss companies will thus continue to be required to report on risks in the areas of the environment, social and labor issues, human rights, and anti-corruption, as well as on the measures they are taking to address them. However, the requirement will now apply exclusively to large companies. SMEs are not directly affected by this obligation either. Specifically, approximately 100 companies—rather than the current 200—would be required to report on sustainability. In contrast, the affected companies will be required to have their reports reviewed by an external audit firm in the future.
To ensure compliance with due diligence and reporting obligations in the areas of human rights and the environment, the affected companies are now to be uniformly monitored by a national supervisory authority. The Federal Council proposes assigning this task to the Federal Audit Oversight Authority (RAB).
Liability rules increase legal certainty and protection for those affected
If a company causes harm to someone due to a lack of due diligence in its business activities, it is liable under current law based on the general liability provisions in the Swiss Code of Obligations (CO). To create legal certainty and enhance the protection of affected individuals, the Federal Council intends to explicitly address the issue of liability for Swiss parent companies in the NUFG in the future. To facilitate the broadest possible discussion, it proposes two options for the liability regime.
In the first option, the liability provision is explicitly set forth in the NUFG. According to the Federal Council’s proposal, the parent company would be liable for its foreign subsidiary if the injured party can prove a breach of the duty of care on the part of the parent company. In the second option, the NUFG explicitly states that the general liability provisions of the Swiss Code of Obligations (OR) shall apply in the event of damages. In both options, a special conciliation procedure must be conducted in Switzerland in every case prior to any potential court proceedings.
