TerraLex Cross-Border Guide to Cross-Border Guide to ESG and Sustainable Finance

Swiss law knows the following statutory ESG disclosure obligations:

Transparency on non-financial matters

Art. 964a-964c of the Swiss Code of Obligations ("CO") require large Swiss public interest companies to prepare on an annual basis a report on non-financial matters, such as CO2 targets, social and labour issues, human rights, and corruption. To be subject to such reporting obligations a company must cumulatively fulfil the below requirements:   

1. It must be an “entity of public interest”, meaning a company that (a) has equity securities listed on a stock exchange, (b) has bonds outstanding, or (c) contributes at least 20 per cent of the assets or the turnover to the consolidated accounts of a company in terms of above letters (a) or (b), as well as persons or companies who require a license, recognition, authorization or registration by the Swiss Financial Market Supervisory Authority FINMA; AND
2. It must have at least 500 full-time positions (FTE) on an annual average (including controlled entities worldwide); AND
3. It must have total assets of at least CHF 20 million OR turnover of at least CHF 40 million in two consecutive financial years (including controlled entities worldwide).

The foregoing requirement does not apply to companies that are controlled by another entity subject to above paragraph (i) or that must prepare an equivalent report under foreign law.

In this context, such report shall describe (i) the company's business model, (ii) the policy applied with respect to ESG matters including a description of the due diligence procedure, (iii) the measures taken to implement the policy and an assessment of their efficacy, (iv) the main ESG-related risks and how the company manages these risks, and (v) the company's key performance indicators in this regard. The report must be adopted by the board of directors and approved by the shareholders; however, contrary to EU CSRD, currently no independent audit of disclosure is required. It must be published online and remain publicly accessible for at least 10 years. The first reporting on non-financial matters is required for the first full business year as of January 1, 2023.

The Ordinance on Reporting Climate Issues (“ORCI”) further specifies the obligations to report on non-financial matters as set out in art. 964a-c CO. Pursuant to ORCI, large Swiss public interest companies are required to disclose both (i) the effects of climate change on them and (ii) the effects of their activities on climate change (double materiality). Disclosures must meet the following three cumulative conditions:

1. Follow the Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) or explain how your reporting differs therefrom and nevertheless meets the Swiss reporting requirements; and
2. Include a climate transition plan, quantitative CO2 targets, and information on all greenhouse gas emissions (if possible); and
3. Allow for a qualitative and quantitative overall assessment of the measures taken.

Unlike companies in the EU, however, companies in Switzerland will have the choice of basing their sustainability reporting on either the EU standard or another equivalent standard. The Federal Council will specify these standards in the relevant ordinance at a later date.

In April 2026, the Federal Council presented a draft of a new Federal Act on Sustainable Corporate Governance. A vote will be held on it in the coming years, as it serves as an indirect counterproposal to the popular initiative “Responsible Business Initiative 2.0”. Large companies would be obliged to report on their sustainability efforts and undergo supervision by an external audit. Further due diligence obligations may apply once certain thresholds for revenue and number of employees are exceeded. Additionally, liability rules modelled after Swiss law would apply for subsidiaries or branches abroad.

Transparency in raw material companies

Art. 964d-i CO require companies subject to ordinary auditing that are involved, either themselves or through an affiliated company, in the extraction of minerals, oil or natural gas, or the harvesting of timber in primary forests, to prepare an annual report on the payments they have made to government entities in connection with their business activities in these areas.

If a company is subject to preparing consolidated financial statements, it must also prepare a consolidated report about payments to “state bodies” unless the company is already reflected in a consolidated group payments report and references in the appendix to its financial statements where such group report can be found.

It is irrelevant whether the payments are single payments or payments in several instalments if they make up at least CHF 100,000. Additionally, the term “state bodies” covers national, regional, or municipal authorities in any country as well as departments and businesses controlled by such authorities.

The report must be approved by the board of directors, published online in a national language (i.e., German, French, Italian) or in English within six months of the end of the financial year, and be publicly accessible for at least ten years.

Due diligence and transparency in relation to minerals and metals from conflict-affected areas and child labour

Art. 964j-l CO require companies with their registered office, head office or principal place of business in Switzerland to comply with due diligence obligations in the supply chain and report thereon, if:

1. they place certain types of minerals or metals from conflict and high-risk areas in free circulation in Switzerland or process them; or
2. if they offer products or services for which there is reasonable suspicion that they were produced or provided using child labour.

Conflict minerals include minerals or metals that contain tin, tantalum, tungsten, or gold and originate from conflict or high-risk areas. In addition to "failed states", such areas include regions where armed conflicts prevail or where a fragile situation exists after such a conflict.

The due diligence obligations are regulated in the Ordinance on Due Diligence and Transparency about Minerals and Metals from Conflict-Affected Areas and Child Labour (“DDTrO”), and include, among other, the obligation to introduce a management system and risk management plan in this regard, which shall be subject to an independent audit. Furthermore, the DDTrO determines the annual import and processing quantities for minerals and metals until which a company is exempt from above obligations. With respect to child labour, the regulation stipulates exemptions for small and medium-sized enterprises and companies with low risks in this area. In addition, companies that already comply with internationally recognized equivalent regulations are exempt from the obligations. The starting point for the risk assessment is the country of production according to the indication of origin. The risk assessment can be based on the UNICEF Children's Rights in the Workplace Index.

Equal pay analysis

Employers with 100 or more employees in Switzerland must conduct an internal equal pay analysis every four years, which shall be subject to an independent audit. The employees must be informed of the results within one year of the conclusion of the audit. Listed companies must publish the results in the appendix to their annual accounts. Public sector employers must publish the results and the audit. The first results were due by June 30, 2023.

Gender quota reporting

Art. 734f CO stipulates that, unless each gender makes up at least 30% of the board of directors and 20% of the executive management, large Swiss companies must disclose in their remuneration report the reasons for non-compliance ("comply or explain") as well as the measures to increase the representation of the less represented gender. This obligation only applies to companies that exceed two of the following three thresholds in two consecutive financial years according to art. 734f in connection with art. 727 para. 1 item 2 CO:

(i)      balance sheet total of CHF 20 million;

(ii)    turnover of CHF 40 million;

(iii)   250 full-time positions on an annual average.

Companies falling within the above scope must establish the 30%-quota in the board of directors until January 1, 2026, and the 20%-quota in the executive management until January 1, 2031.

Disclosure and management of climate and nature-related risks by financial institutions (FINMA Guidance 03/2022; FINMA Circular 2026/1)

The largest banks and insurance companies must describe significant climate-related financial risks, their impact on their business and risk strategy, and any effects on existing risk categories. In addition, they must disclose the risk management structures and processes used to identify, measure, and address such risks.

Effect of EU law on disclosures by Swiss based institutions

Swiss-based entities that offer their products/services in the EU or to EU citizens are also affected by EU regulations and directives, such as CSRD, CSDDD, EUGBR, SFDR, Climate Benchmark Regulation, and Taxonomy (see Q&A of EU jurisdictions). Certain obligations have undergone some changes with the EU Omnibus package related to the EU Green deal. This includes changes to the thresholds for mandatory sustainability reporting for companies from third-countries such as Switzerland. This threshold is now set at EUR 450 million in net turnover within the EU. For subsidiaries or branches of third-country companies, the threshold is EUR 200 million in net turnover (cf. Art. 26 Directive 2026/470).

Yes, there are several voluntary ESG disclosures in Switzerland. Below please find some of the most common voluntary ESG disclosures by Swiss companies:

Swiss Triple Impact

Swiss Triple Impact is an engagement program that aims to effectively develop the Swiss ecosystem towards a resilient economy. It is initiated by the non-profit organization "B Lab Switzerland". The program helps Swiss companies to measure their contribution to the UN Sustainable Development Goals, identifying key areas for improvement. Swiss companies of all sizes and industries can participate in the program through the appropriate regional platform. In addition, companies that have completed the program and have made relevant commitments are mentioned in a directory.

Sustainability reports by issuers with listing on the SIX Swiss Exchange

On December, 3, 2025, the SIX Swiss Exchange announced the temporary suspension of its voluntary sustainability reporting "opt-in" regime for issuers with effect from January 1, 2026. Issuers remain, free to publish voluntary sustainability reports, but will no longer be able to reference a SIX "opt‑in" regime. Swiss issuers that qualify as large public interest entities and are therefore subject to the mandatory sustainability reporting requirements of the Swiss Code of Obligations must continue to comply with these rules.

Climate Compatibility Test

Another environment-specific instrument is a voluntary climate compatibility test: In 2020, the Federal Office for the Environment conducted a Paris Agreement Capital Transition Assessment (“PACTA”) test for the second time. Swiss pension funds, insurance companies, banks, and asset managers were able to have their portfolios voluntarily and anonymously assessed for their climate compatibility. In 2024 the PACTA test was conducted for a fourth time. The PACTA test shows how climate-friendly the portfolios of the participating Swiss financial institutions are. The results of the latest PACTA Climate Test are expected by the end of 2026.

Guidelines by the Swiss Bankers Association ("SBA")

Under the "guidelines for the financial service providers on the integration of ESG-preferences and ESG-risks and the prevention of greenwashing in investment advice and portfolio management", Swiss banks are subject to several requirements aiming at the inclusion of ESG criteria when providing investment advice and portfolio management services. However, these guidelines have not yet been recognized by FINMA as a minimum standard, although they are binding on SBA members.

Soft Law ESG Commitments

Companies may also voluntarily submit to other soft-law ESG commitments that arise from instruments adopted by international or Swiss public or private bodies (e.g., UN Principles for Responsible Banking, OECD Guidelines for Multinational Enterprises, Swiss Code of Best Practice for Corporate Governance etc.). Such commitments are often sector- and/or industry-specific.

Recommendations of Task Force on Climate-related Financial Disclosures (“TCFD”)

Pursuant to the Ordinance on Reporting on Climate Issues (“ORCI”), a reporting entity will be presumed to comply with its climate reporting obligations under art. 964b para. 1 of the Swiss Code of Obligations (“CO”) when climate disclosures follow the TCFD, among other conditions. However, companies remain free to follow other standards than the TCFD. In this case, they will have to demonstrate that their climate reporting nevertheless meets the requirements of the CO.

Other frequently used frameworks for ESG disclosure are, in the following order (cf. IRF study on ESG reporting by the largest Swiss companies, 2026):

1.    Global Reporting Initiative (“GRI”)

The guidelines of the GRI cover all three areas of ESG, and the GRI also offers decision-making and orientation aids.

2.   Sustainable Development Goals (“SDGs”)

The 17 SDGs of the United Nations by 2030 bring together poverty reduction and sustainable development in one agenda. The UN also publishes a guide on how companies can align their sustainability reporting with the SDGs via GRI.

3.    UN Global Compact (“UNGC”)

The UNGC is a pact between the UN and companies to give weight to social and environmental aspects of the global world economy and to support the SDGs. By joining, companies commit to ten principles in the areas of human rights, labour rights, the environment and anti-corruption.

4.    Carbon Disclosure Project (“CDP”)

The CDP bundles, makes publicly available, and evaluates data on greenhouse gas emissions and corresponding management topics, pursuant to the TCFD recommendations. Companies that do not report, refuse to report, or submit inadmissible data are given an F rating.

5.    Science Based Targets initiative (“SBTi”)

The increased use of the SBTi aligns with the current trend towards quantifiable and science-based climate commitments. Under this approach, emissions are categorized into direct, indirect and upstream and downstream activities. Accordingly, the company’s corresponding climate target is defined.

ISO and industry-specific standards

The International Standard Organization ISO maintains an environmental standard (14001). Furthermore, ISO has a Standard on Good Governance of Organisations (370 000) defining uniform principles on governance and endorsing recent international governance trends including a focus on purpose, the engagement with stakeholders as well as the consideration of ESG objectives.

In addition, companies often work with ESG standards specific to their industry, such as the European Public Real Estate Association EPRA standard for real estate companies, the UN Environment Program Finance Initiative and Principles for Sustainable Insurance, and the UN Principles for Responsible Investment.

Switzerland does not have a specific ESG general legal framework. However, several aspects of ESG are governed by various statutes, such as environmental, labour, unfair competition, or anti-corruption law, that provide for related obligations. Additionally, Switzerland has implemented consumer protection acts. While the main bulk of ESG regulation in Switzerland focuses on disclosures, the following statutory provisions also require further action:

Equal Pay Analysis

Employers with 100 or more employees in Switzerland must conduct an internal equal pay analysis every four years (art. 13a et seq. of the Gender Equality Act), which shall be subject to an independent audit. The employees must be informed of the result of the equal pay analysis within one year of the conclusion of the audit. Listed companies must publish the results in the appendix to their annual accounts. Public sector employers must publish the results and the audit. The first results were due by June 30, 2023.

Gender quota reporting

Art. 734f CO stipulates that, unless each gender makes up at least 30% of the board of directors and 20% of the executive management, large Swiss companies must disclose in their remuneration report the reasons for non-compliance ("comply or explain") as well as the measures to increase the representation of the less represented gender. This obligation only applies to companies that exceed two of the following three thresholds in two consecutive financial years according to art. 734f in connection with art. 727 para. 1 item 2 CO:

(i)      balance sheet total of CHF 20 million;

(ii)    turnover of CHF 40 million;

(iii)   250 full-time positions on an annual average.

Companies falling within the above scope must establish the 30%-quota in the board of directors until January 1, 2026, and the 20%-quota in the executive management until January 1, 2031.

Digital technologies

ESG in the digital sector is often referred to as corporate digital responsibility. While digital technologies offer great benefits, they also raise difficult ecological, social, and ethical questions that are increasingly addressed by the regulator. At the forefront is the Federal Data Protection Act, which entered into force on September 1, 2023, as well as EU legislation that will have an extraterritorial effect on Swiss businesses (e.g., the Digital Market Act, the Digital Service Act, or the AI Act and further adjustments made by the Digital Omnibus proposal once it is finalised).

Public procurement

As part of the revision of the Federal Law on Public Procurement and the Inter-Cantonal Agreement on Public Procurement, sustainability aspects will increasingly be included in public sector tenders. For this purpose, the Swiss government created a knowledge platform for sustainable public procurement to assist companies with future tenders.

Industry- and sector-specific regulation

Various industry- and sector-specific regulations contain ESG obligations (e.g., Ordinance on the Return, Taking Back and Disposal of Electrical and Electronic Equipment, etc.).

In principle, the Swiss ESG regulations only apply within Switzerland. However, the scope of application of certain ESG disclosures entails extraterritorial aspects:

Transparency on non-financial matters

Foreign entities controlled by Swiss companies are considered to assess whether such Swiss companies qualify as a “public interest company” and are subject to non-financial reporting obligations (cf. art. 964a of the Swiss Code of Obligations).

Due diligence and transparency in relation to minerals and metals from conflict-affected areas and child labour

Due diligence obligations concerning minerals and metals from conflict-affected areas and child labour target not only Swiss undertakings whose registered office is in Switzerland but also undertakings from other countries whose head office or principal place of business is in Switzerland (cf. art. 964j of the Swiss Code of Obligations).

Depending on the outcome of the vote on the “Responsible Business Initiative 2.0“ in the upcoming years, this might change.

In Switzerland, there are general provisions that prohibit advertising from being deceptive. In addition, various sector-specific laws (e.g., Agriculture Act, Foodstuffs Act, etc.) contain provisions on the protection against deception, including the deception about the sustainable properties of products or services:

Federal Act on Unfair Competition

Art. 3 para. 1 lit. b of the Federal Act against Unfair Competition ("UCA") prohibits incorrect or misleading statements about, among other, a company’s business name, goods, works or services or business relationships, advertising, and sales methods. The prohibition includes misleading advertising with ESG claims.

Following a parliamentary initiative in 2021, the competent commission assessed whether an explicit ban on greenwashing needs to be added to the UCA. In 2022, the commission concluded that such explicit ban would be of little practical use as there is a general provision as well as sector-specific clarifications. However, the regulator did not agree and amended the UCA as per January 1, 2025, to include a provision (art. 3 para. 1 lit. x UCA), according to which statements regarding climate impact are considered unfair if they cannot be substantiated by objective and verifiable bases. This results in a duty to provide evidence or proof of climate claims or a reversal of the burden of proof at the expense of the advertiser. The new provision does not explicitly cover blue washing. Therefore, such claims will still need to be assessed based on the general provision of art. 3 para. 1 lit. b UCA.

In addition, it should be noted that the Swiss state has standing to bring actions under the UCA and could under specific conditions sue companies for greenwashing, pursuant to art. 10 para. 3 UCA. Specifically, violations of the UCA can lead to civil or criminal consequences. In particular, greenwashing can also be reported to the State Secretariat for Economic Affairs (SECO) or the Swiss Foundation for Consumer Protection, which offers a public reporting platform. The Swiss Confederation, represented by the SECO, may also take legal action to protect the public interest.

The Swiss Commission of Fair Trading

The Swiss Commission of Fair Trading ("SCFT") is an independent institution of the communications industry for the purpose of advertising self-regulation and a member of the European Advertising Standards Alliance (EASA). The SCFT applies the ICC Framework for Responsible Environmental Marketing Communications and issued its own guidelines on environmental claims in commercial communication. According to its guidelines and principles of fairness in commercial communications, publications should, among other, be lawful, truthful, non-misleading and non-discriminatory, and comply with the principle of good faith in business transactions.

Any person is authorized to complain to the SCFT about commercial communications that they believe to be unfair. Advertising with sustainability claims (e.g., “100% recycled material” or eco-labels) become increasingly relevant for companies and must be assessed strictly under the UCA. The SCFT made it clear that green claims are only permissible when it is proven that they are true under all reasonably foreseeable circumstances; the burden of proof rests with the advertising company.

Out-of-court warnings, settlements and complaints to the SCFT are common and offer quick, cost-effective resolutions. Although the SCFT’s decisions are not enforceable, failure to comply can harm a company’s reputation.

Green claims in advertising – examples of recent case law

1. Engadin St. Moritz Mountains AG

The Consumer Protection Foundation has filed several complaints with the State Secretariat for Economic Affairs ("SECO") – one of them against "Engadin St. Moritz Mountains AG" for unfair business practices, pursuant to art. 3 UCA. In winter 2022/2023 they claimed to be CO2-neutral, even though all vehicles, construction machines and snow groomers in the ski area had been running on GTL (gas-to-liquids) fuel. SECO considered such claim to be unfair and requested the operator to change it in response to the complaint dated June 21, 2023

2.   Climate-neutral helicopter flight

The Consumer Protection Foundation has filed a complaint with SECO about the following advertising claim of "Elite Flights": "Climate-neutral helicopter flight – with us you fly 100% climate-neutral". According to SECO, a statement such as "CO2-neutral" only refers to CO2 emissions and their compensation, whereas "climate-neutral" is understood by the average addressee to mean neutrality regarding all greenhouse gases and the neutralisation of all negative influences of a product or company on climate change. Elite Flight did not sufficiently meet the burden of proof to show that they neutralised all negative influences of such helicopter ride. Hence, the complaint was upheld, pursuant to art. 3 para 1 lit. b UCA with the response of SECO dated November 22, 2023.

3.   FIFA

Based on the UCA (as well as the ICC Code and the Rules on Fairness), Climate Alliance Switzerland has filed a complaint with SCFT against FIFA alleging greenwashing through misleading statements regarding carbon neutrality of the World Cup in Qatar. Complaints were also forwarded to the Swiss authorities from Great Britain, France, and Belgium. All of the five complaints have been approved. In its decision the SCFT considered what strict requirements must be met when advertising with climate neutrality. The SCFT held that it is not permissible to make such environmental claims without being able to demonstrate that they are accurate through generally accepted methods of measuring sustainability or ensuring the realization of the claim, and that FIFA shall refrain from making such claim in the future unless it can provide full proof that all CO2 emissions caused by the tournament have been calculated using generally accepted methods and that such CO2 emissions have been fully offset.

4.   Baby food jars being “climate positive”

An NGO filed a complaint with the SCFT against a producer of baby food which advertised its baby food jars as "climate positive". The SCFT held that this statement was misleading because the company could not substantiate how it had calculated all climate-relevant effects associated with the jar production and how it had fully overcompensated these effects.

5.   "Climate neutral" heating oil in Switzerland

A heating oil provider was targeted by an NGO because it had advertised its heating oil product as "climate neutral". The SCFT considered this to be misleading for lack of substantiation how all climate-relevant effects had been calculated and subsequently.

Product regulation

Swiss law increasingly provides for rules on how certain products may be marketed and what additional ESG criteria, particularly environmental criteria, must be disclosed. For example, the Ordinance on the Return, Take-back and Disposal of Electrical and Electronic Equipment requires companies to disclose information about the energy efficiency, CO2 consumption and visual graphics of electronic goods in their advertisement.

Greenwashing in the financial market

Swiss financial market laws do not specifically address or define the term "greenwashing". However, the prohibition of greenwashing can be derived from existing provisions, such as art. 12 of the Federal Act on Collective Investment Schemes providing protection against confusion or deception, art. 3 para. 1 lit. b and x of the UCA prohibiting incorrect or misleading statements or green claims in companies’ advertising and sales methods, or ultimately art. 146 of the Swiss Penal Code prohibiting fraud. The Swiss Financial Market Supervisory Authority FINMA pays particular attention to the information provided about the advertised sustainability characteristics when approving and supervising a collective investment scheme.

In addition, the "Self-regulation on transparency and disclosure for sustainability-related collective assets" introduces binding standards for members of the Asset Management Association of Switzerland (AMAS) at company, product and point of sale level.

Switzerland does not have a specific ESG general legal framework or obligations that need to be imposed on suppliers.

However, several aspects of ESG are governed by various statutes, such as environmental law, labour law, data protection, product laws, or anti-corruption law, that provide for related obligations for companies, which often need to be observed in contracts with suppliers.

No ESG-related liability regulations apply in Switzerland. However, Swiss corporate law (cf. art. 754 of the Swiss Code of Obligations) recognizes a liability action that the company or shareholders may bring against the members of the board of directors and all persons engaged in the management or liquidation of a company for loss incurred to the company because of a breach of the duty of care (i.e., to act in the best interest of the company).

The interests of the company are primarily understood to be the shareholders' interests in increasing the value of the company in the long term. Swiss stock corporations must, in principle, be profit-seeking. Efforts made without seeking any benefits are not permissible for a profit-oriented company. It may be argued that positive ESG efforts which do not pursue a long-term increase of the company's value (e.g., because they are made for purely ethical reasons) and cause damage to the company would constitute a breach of duty, creating the basis for action.

However, the burden of proof in such action is high, as another prerequisite is that the breach of duty has caused damage or loss. In addition, provided that the plaintiffs prevail, the action can only lead to repayment of damages to the company itself and not to the plaintiffs.

No specific ESG-related liability regulations apply in Switzerland. However, there are mechanisms in Swiss law to hold corporate management accountable, which can also be applied to ESG-related issues:

Corporate Law

Swiss corporate law (cf. art. 754 of the Swiss Code of Obligations) recognizes a liability action that the company or shareholders may bring against the members of the board of directors and all persons engaged in the management or liquidation of the company for loss incurred to the company because of a breach of the duty of care (i.e., to act in the best interest of the company).

In other words, the responsible person must, through his or her actions or omissions, disregard a duty provided for in law, articles of association, regulations, or shareholders’ resolutions. Assuming that the purpose according to the articles of association of a company is geared towards social, environmental, or other purpose-driven goals and would be violated by a person entrusted with the management of the company, the aforementioned actions or omissions would constitute a breach of duty. The reporting obligation on non-financial matters should also be considered, as incorrect reporting also constitutes a breach of duty. In addition, there are voluntary standards (e.g., B Corp, Steward-Ownership) that companies can implement ensuring that they can be held accountable.

However, the burden of proof in such action is high, as another prerequisite is that the breach of duty has caused damage or loss. In addition, provided that the plaintiffs prevail, the action can only lead to repayment of damages to the company itself and not to the plaintiffs. These restrictive conditions explain why there is a limited number of cases and so far, none in the ESG field.

Federal Act on Unfair Competition

Furthermore, any person whose economic interests are harmed by an act of unfair competition (e.g., through greenwashing) could bring action for violation of art. 3 para. 1 lit. b and x of the Federal Act against Unfair Competition ("UCA") and may petition the court for an injunction or sue for damages or for disgorgement of respective profits (cf. art. 9 UCA). Anyone who is entitled to bring such civil action may also file a criminal complaint (cf. art. 23 UCA).

No specific ESG-related liability regulations apply in Switzerland. However, there are mechanisms under Swiss law to hold corporate management accountable, which can also be applied to ESG-related issues. There are a few current examples of climate actions brought against Swiss organisations and companies. Examples of recent case law include:

Federal Act on Unfair Competition

Customers whose economic interests are harmed by an act of unfair competition (e.g., through greenwashing) could bring action for violation of art. 3 para. 1 lit. b and x of the Federal Act against Unfair Competition ("UCA") and may petition the court for an injunction or sue for damages or for disgorgement of respective profits (cf. art. 9 in connection with art. 10 UCA). Some of these actions may also be brought by trade associations, which are authorised to protect the economic interests of their members, organisations of national or regional importance that are dedicated to consumer protection, and even the Swiss government (cf. art. 10 para. 3 UCA).

For example, based on the UCA (as well as the ICC Code and the Rules on Fairness), Climate Alliance Switzerland filed a complaint with the Swiss Commission of Fair Trading ("SCFT") against FIFA alleging greenwashing through misleading statements regarding carbon neutrality of the World Cup in Qatar. Complaints were also forwarded to the Swiss authorities from Great Britain, France, and Belgium. The claim was upheld by the SCFT. The SCFT held in its decision that it is not permissible to make such environmental claims without being able to demonstrate that they are accurate through generally accepted methods of measuring sustainability or ensuring the realization of the claim.

Contract law

It is currently controversial among legal scholars whether production processes advertised as green can be considered as representations made by the seller on the characteristics of the products, which could trigger the buyer’s (or customer’s) warranty rights against the seller (cf. art. 197 et seq. of the Swiss Code of Obligations, "CO"). In addition, actions for defect in consent may be available in connection with greenwashing practices (cf. art. 23 and 28 CO). So far, there is no case law in this regard.

Corporate law

In the event of bankruptcy, Swiss corporate law recognizes a liability action that the creditors may bring against the members of the board of directors and all persons engaged in the management or liquidation of a company for loss incurred to the company because of a breach of the duty of care (i.e., to act in the best interest of the company). In the first instance, only the insolvency administrator may assert the claims of the shareholders and the company’s creditors (cf. art. 754 and 757 CO).

Assuming that the purpose according to the articles of association of a company is geared towards social, environmental, or other purpose-driven goals and would be violated by a person entrusted with the management of the company, the aforementioned actions or omissions would constitute a breach of duty. The reporting obligation on non-financial matters should also be considered, as incorrect reporting also constitutes a breach of duty.

However, the burden of proof in such action is high, as another prerequisite is that the breach of duty has caused damage or loss.

Tort

If a company unlawfully causes damage to another person, whether wilfully or negligently, it is obliged to provide compensation under art. 41 CO. There are now claims that insufficient climate action can constitute an unlawful act (e.g., violation of personality rights) that may constitute a liability of a company (see example of Holcim lawsuit below).

Furthermore, it is currently controversial among legal scholars whether a Swiss-based holding could be made liable for the misconduct of its foreign subsidiaries (based on art. 55 CO). This may change in connection with the Holcim case described below.

Lawsuit brought against Swiss cement company Holcim

In July 2022, four inhabitants of the Indonesian island of Pari, backed by three non-governmental organisations, instigated conciliation proceedings against Holcim, a major building materials group headquartered in Switzerland, requesting the reduction of the group's carbon emissions as well as financial compensation for climate change-related damage on Pari and financial contributions to adaption measures. The lawsuit is based on art. 28 et seq. of the Swiss Civil Code (violation of personality rights) and art. 41 CO (tort). This is the first publicly known case of a company being directly sued in Switzerland for its carbon emissions. With a decision issued on December, 17, 2025, the Cantonal Court of Zug has decided in favour of the claimants on the procedural matters particularly pertaining to its competence, the classification of the claim and the valid interest of the claimants to sue Holcim as a carbon major. Therefore, the court will now move to hear and consider the material aspects of the case. This is a milestone decision in Switzerland given that this will be the first time a Swiss court considers the material aspects of a liability claim based on missing or insufficient climate action.

N/A

No.

As a commitment to responsible corporate governance, Switzerland has introduced in the Swiss Code of Obligations non-financial reporting and due diligence requirements for certain large Swiss companies (cf. art. 734f and art. 964a et seq. of the Swiss Code of Obligations). In financial market law, on the other hand, there are yet no specific statutory provisions relating to sustainable investment frameworks – neither at the legislative nor ordinance level. Switzerland has pursued a principle-based approach in this regard.

However, Swiss-based entities that offer their investment products or services in the EU or to EU citizens and/or that have affiliates in the EU are also affected by EU regulations and directives, such as the Sustainable Finance Disclosure Regulation (SFDR), the EU Taxonomy, the Corporate Social Responsibility Directive (CSRD), etc..These obligations changed due to the Digital Omnibus (see Q&A of EU jurisdictions).

Disclosures required by Swiss Financial Market Supervisory Authority FINMA

Based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) established by the Financial Stability Board, FINMA specified the transparency obligations of banks and insurers regarding climate risks. FINMA added Appendix 5 to FINMA Circular 2016/1, according to which certain banks must disclose a description of short-, medium- and long-term climate-related financial risks, their impact on the business and risk strategy, and the effects on existing risk categories. In parallel, FINMA Circular 2016/02 was revised, resulting in certain insurance companies and groups having to disclose information on the management of climate-related financial risks in the report on the relevant financial position.

However, these disclosure requirements do not cover the climate impacts of banks/insurance companies or financial products, as those are outside FINMA's financial market-related mandate (cf. FINMA media release of May 31, 2021).

FINMA Circular 2026/1 regarding developments in the management of climate risk

With its Circular 2026/1, FINMA communicated its expectations for how banks and insurers should manage climate-related and nature-related financial risks.

The relevant financial institutions regularly have to assess whether their public statements on sustainability are consistent with their business strategy, risk tolerance, risk management and legal obligations.

The current practice of FINMA

Furthermore, any reference to sustainability in an approval process, in a prospectus or other relevant documents to set up financial infrastructures and/or products must be substantiated, measurably based on recognised standards, and accompanied by relevant measures to ensure the goals defined are being met.

Below please find some voluntary sustainable finance and investment frameworks followed in Switzerland (not exhaustive):

Guidelines by Asset Management Association Switzerland ("AMAS")

AMAS aims to establish Switzerland as a leading hub for sustainable finance and has published a self-regulation as well as different frameworks regarding ESG.

The revised guidelines "Self-regulation on transparency and disclosure for sustainability-related collective assets from 29 April 2024 (Version 2.2)" published by AMAS last updated on September 18, 2025, entail a principle-based self-regulation for sustainable asset management. In particular, the AMAS Guidelines define binding requirements for AMAS members regarding the organization of financial institutions that create and manage collective assets with sustainability relevance, as well as regarding sustainable product design and disclosures towards investors. However, the AMAS Guidelines have not (yet) been recognized by FINMA as a minimum standard.

In addition, AMAS published the following frameworks regarding ESG: "Sustainable Asset Management: Key Messages and Recommendations of SFAMA and SSG" dated 16 June 2020 and "How to Avoid the Greenwashing Trap: Recommendations on transparency and minimum requirements for sustainable investment approaches and products" dated December 2021.

Swiss Stewardship Code by AMAS

On 4 October 2023, AMAS and Swiss Sustainable Finance (“SSF”) released the Swiss Stewardship Code (“Code”). The purpose of this non-binding Code is to promote the active exercise of shareholder rights by investors in Switzerland through developing a more sustainable economy and increasing long-term return for investors, adjusted for sustainability risks. It contains a definition of the term “stewardship”, a summary and definition of the nine principles for an effective active ownership, and additional guidance on implementation of the principles. At the same time AMAS and the Principles for Responsible Investment (PRI) have jointly held several workshops and roundtables on stewardship resulting in the publication “Swiss Stewardship in Practice”.

Guidelines by Swiss Bankers Association ("SBA")

Under the "guidelines for the financial service providers on the integration of ESG-preferences and ESG-risks and the prevention of greenwashing in investment advice and portfolio management ", Swiss banks are subject to several requirements aiming at the inclusion of ESG criteria when providing investment advice and portfolio management services. There are transition periods for the adaptation of the bank's internal processes, i.e., January 1, 2024, for new clients and January 1, 2025, for existing clients. However, these guidelines have not (yet) been recognized by FINMA as a minimum standard, although they are binding on SBA members.

Furthermore, the SBA "guidelines for mortgage providers on the promotion of energy efficiency" contain considerable ESG components.

According to the SBA guidelines, an SBA member may alternatively abide by EU standards.

Swiss Climate Scores ("SCS")

The SCS were launched in June 2022 by the Federal Council and the Federal Department of Finance in collaboration with the Swiss Bankers Association, experts from the industry and NGOs. They provide comparable information on the climate compatibility of all investments allowing investors to assess how climate-friendly investment products are. Several large financial institutions have already implemented or are currently reviewing the implementation of the SCS. It will soon be examined how the SCS have established themselves on a voluntary basis and whether any mandatory regulations are necessary.

On December 8, 2023, the SIF published an amended version of the SCS stipulating that financial institutions can state and justify whether a financial product is climate-friendly or contributes to mitigating climate change.

Principles for Responsible Banking (“PRB”)

The Principles for Responsible Banking ("PRB") were developed by 30 banks from around the world, supported by the UN Environment Program Finance Initiative ("UNEP FI"). With over 350 signatory banks, the PRB are the world’s foremost sustainable banking framework. Through the PRB, banks take action to align their core strategy, decision-making, lending and investment with the UN Sustainable Development Goals, and international agreements such as the Paris Climate Agreement. PRB include the Net-Zero Banking Alliance, which is the climate-focused initiative of this global framework. The PRB is designed to be integrated into banks’ strategies and across their portfolio of activities.

Sustainability reports by issuers with listing on the SIX Swiss Exchange

On December, 3, 2025, the SIX Swiss Exchange announced the temporary suspension of its voluntary sustainability reporting "opt-in" regime for issuers with effect from January, 1, 2026. Issuers remain, free to publish voluntary sustainability reports, but will no longer be able to reference a SIX "opt‑in" regime. Swiss issuers that qualify as large public interest entities and are therefore subject to the mandatory sustainability reporting requirements of the Swiss Code of Obligations must continue to comply with these rules.

Climate Compatibility Test

Another environment-specific instrument is a voluntary climate compatibility tests: In 2020, the Federal Office for the Environment conducted a Paris Agreement Capital Transition Assessment (“PACTA”) test for the second time. Financial institutions were able to have their portfolios voluntarily and anonymously assessed for their climate compatibility. In 2024 the PACTA test was conducted for a fourth time. The PACTA test shows how ow climate-friendly the portfolios of the participating Swiss financial institutions are. The results of the latest PACTA Climate Test are expected by the end of 2026.

Suggestions by Association of Swiss Asset and Wealth Management Banks ("VAV")

The VAV Sustainable Finance working group developed a series of suggestions to boost sustainability in the wealth management area and have come up with 16 priorities around transparency and disclosure, investment solutions and training as well as reducing greenhouse gas emissions. So far, each year a progress report has been published.

Swiss law does not contain regulations that would explicitly require financial institutions and/or investment advisors to consider ESG factors in their investment activities. The only direct investment restriction is the Act on War Material, which prohibits the direct and indirect financing of prohibited war material.

For pension funds, there is an argument that the obligation to consider sustainability aspects is implicitly assumed. The fiduciary duty of care as an outflow of the orientation towards sustainability and intergenerational justice requires the inclusion of sustainability aspects. Moreover, climate risks are investment risks that must be considered like other relevant investment risks. However, the courts have not yet ruled on whether pension funds must consider sustainability aspects. However, on a cantonal level, some cantons require public pension funds to consider ESG aspects in their investment decisions.

Furthermore, under the new guidelines of the Swiss Bankers Association that entered into force on January 2026, Swiss banks are subject to several requirements aiming at the inclusion of ESG criteria when providing investment advice and portfolio management services. However, these guidelines have not yet been recognized by FINMA as a minimum standard, although they are binding on SBA members.

There are no tax incentives or other benefits that reward the consideration of ESG factors yet, but in the Sustainable Finance Report of the Swiss Bankers Association, tax or other incentives are mentioned as action areas for sustainable finance. There are other instruments to achieve sustainability goals, such as the CO2 tax levied on fossil fuels. However, these instruments do not apply specifically to financial market participants and are steering taxes rather than incentives.

Swiss law does not specifically define the term "greenwashing". However, Art. 3 para. 1 lit. b and x of the Federal Act against Unfair Competition addresses the problematics of greenwashing. It is to be read in the following context.

Statutory regulations

The prohibition of greenwashing can be based on art. 12 of the Federal Act on Collective Investment Schemes providing protection against confusion or deception in the context of collective investment schemes, art. 3 para. 1 lit. b and x of the Federal Act against Unfair Competition (UCA) prohibiting incorrect or misleading statements or green claims in companies’ advertising and sales methods, or on art. 146 of the Swiss Penal Code prohibiting fraud. In particular, the UCA provides for the possibility of public authorities to bring action against greenwashing, based on art. 10 para. 3 UCA.

Swiss Financial Market Supervisory Authority FINMA

The prohibition of deception within the meaning of art. 12 para. 1 of the Collective Investment Schemes Act is enforced by FINMA both in the approval process and in supervision. Also, adequate organization at the institute level must be ensured. According to FINMA Guidance 05/2021, FINMA pays particular attention to the information provided about the advertised sustainability characteristics when approving and supervising a collective investment scheme. FINMA ensures that these are disclosed appropriately and checks that investors are not misled about sustainable features. Among other, the fund documentation must describe the integration of ESG factors into the investment process, the methodology, ratings as well as indices used, and the relevant sustainability-related risks associated with the sustainable investment strategy pursued. FINMA outlined the necessary steps for risk management, internal documentation and internal control systems relating to climate- and other nature-related financial risks in Circular 2026/1.

FINMA has a variety of tools at disposal to enforce supervisory law: profits may be confiscated, professional restrictions imposed, or organisational amendments required to ensure that the same error is not repeated. In extreme cases, enforcement proceedings may lead to revocation of a licence or liquidation of a company.

Federal Council

At its meeting on December 16, 2022, the Federal Council defined further action to prevent greenwashing in the financial market. The Federal Council takes the view that for the market to function, there needs to be a clear, general understanding of when a financial product or service can be offered as sustainable. The Federal Council mandated a working group under the leadership of the Federal Department of Finance (FDF) to examine how to implement the Federal Council's position on greenwashing prevention. In addition to the FDF, the Federal Department of the Environment, Transport, Energy and Communications, the Federal Department of Economic Affairs, Education and Research, the Swiss Financial Market Supervisory Authority FINMA, as well as industry and non-governmental organizations are to be represented in the working group. After evaluating the input from the members of the working group, the FDF has decided to implement the Federal Council's position by proposing principles-based state regulation at ordinance level. Such regulation could be supplemented by industry self-regulation.

Considering the European Union's ongoing work on amending the Sustainable Finance Disclosure Regulation (SFDR) and the major importance of the European market for the Swiss financial centre, the Federal Council refrained from introducing state regulation to combat greenwashing in the financial sector at this time. However, it has instructed the FDF to re-evaluate the need for action with regard to the full implementation of the Federal Council's position once the European Union publishes any amendments to its SFDR, but by the end of 2027 at the latest.

There has been no published case law about greenwashing in the financial market. However, enforcement proceedings are confidential unless FINMA determines that public information is necessary from a prudential point of view. Furthermore, ESG has become an increasingly relevant topic for lawsuits in sectors other than the financial market.

It is likely that Switzerland will closely watch developments in the EU and implement steps if sensible or required to maintain market access. Generally, we expect the currently fragmented ESG regulation to remain fragmented and sector specific.

In addition, ESG has become an increasingly relevant topic for lawsuits. We expect this trend to remain relevant for future legislative and regulatory developments. Nonetheless, climate-related litigation remains scarce in Switzerland. Currently, most cases relate to climate activists challenging protest-related criminal charges (e.g., for trespassing, damage to property, coercion). The Swiss Federal Supreme Court ultimately dismissed the argument that protesters should be acquitted because they acted to avert a state of (climate) emergency in two instances.

However, on April 9, 2024, the European Court of Human Rights ("ECtHR") rendered an important decision against Switzerland that may significantly impact future legislative and regulatory developments: the case of “Verein Klimaseniorinnen Schweiz” (Climate Pensioners Switzerland) and others v. Switzerland. The ECtHR addressed in this decision for the first time the question of whether a state's climate policy violates human rights. A group of senior women based their complaint on a violation of the right to life in art. 2 para. 1 of the European Convention on Human Rights ("ECHR"), the right to private and family life in art. 8 of ECHR and the right to have access to court in art. 6 para. 1. They argued that Switzerland had violated these rights by failing to take sufficient action to meet the 1.5 degree target of the Paris Agreement. The ECtHR found that art. 8 ECHR encompasses a right to effective protection by the authorities from the serious adverse effects of climate change on lives, health, well-being and quality of life. The ECtHR also found that Switzerland had failed to comply with its duties under the ECHR concerning climate change because there had been critical gaps in Switzerland’s domestic regulatory framework including the failure to quantify, through a carbon budget or otherwise, national greenhouse gas (GHG) emission limitations. In addition, the court held that Switzerland had failed to meet its past GHG emission reduction targets. The approval of the climate complaint has set a precedent for all 46 states of the Council of Europe. The judgement recognises a new primary duty on states “to adopt, and to effectively apply in practice, regulations and measures capable of mitigating the existing and potentially irreversible future effects of climate change”.

Additionally, a vote will be held on the popular initiative “Responsible Business Initiative 2.0” in the coming years. It would require large companies to report on their sustainability efforts and respect for human rights. They would be supervised by an external audit. Furthermore, liability rules modelled after Swiss law would apply to subsidiaries or branches abroad.

ESG is likely to become an increasingly important market driver in M&A transactions. Topics such as sustainability and social responsibility are coming into focus because, if not addressed, they can pose a huge reputational and legal risk to companies. Many companies are looking for appropriate expertise. Smaller companies that specialize in sustainability and social justice may become attractive acquisition targets.

Furthermore, ESG issues such as environmental, diversity and reporting aspects are already being looked at during a due diligence review and then consequently represented in the transaction documents. This trend is likely to increase as reputational and legal implications surrounding ESG become more pronounced.