Swiss Anti-Bribery and Corruption Law: Compliance Guide for Businesses
Switzerland’s anti-bribery and corruption framework is comprehensive, covering domestic and foreign bribery, private-sector corruption and corporate criminal liability. For businesses operating in Switzerland, understanding these rules is essential — not only because violations carry severe criminal penalties, but because Swiss companies with international operations may also fall within the jurisdictional reach of foreign anti-corruption regimes such as the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.
Legal Framework
Swiss Criminal Code (StGB)
The core anti-bribery provisions are found in the Swiss Criminal Code:
| Offence | Article | Scope |
|---|---|---|
| Bribery of Swiss public officials | Art. 322ter StGB | Offering, promising or giving an undue advantage to a Swiss public official |
| Accepting bribes (Swiss officials) | Art. 322quater StGB | A Swiss public official soliciting or accepting an undue advantage |
| Granting advantages | Art. 322quinquies StGB | Offering, promising or giving an undue advantage for the performance of official duties (even without intent to influence a specific act) |
| Accepting advantages | Art. 322sexies StGB | A public official soliciting or accepting an undue advantage for the performance of official duties |
| Bribery of foreign public officials | Art. 322septies StGB | Offering, promising or giving an undue advantage to a foreign public official or official of an international organisation |
| Private-sector bribery | Art. 322octies StGB | Offering, promising or giving an undue advantage to a person in the private sector for breach of duty |
| Private-sector corruption (accepting) | Art. 322novies StGB | A private-sector person soliciting or accepting an undue advantage for breach of duty |
Key Features
Broad definition of “undue advantage”: Any benefit — financial or otherwise — that the recipient is not entitled to receive. This includes gifts, hospitality, travel, favours, donations and facilitation payments.
No de minimis exception: Swiss law does not provide a statutory safe harbour for small-value gifts or hospitality. However, prosecution authorities apply proportionality, and socially customary gifts of nominal value (e.g., a bottle of wine at Christmas) are generally not prosecuted.
Facilitation payments: Unlike some jurisdictions, Swiss law does not exempt facilitation payments (small payments to expedite routine government actions). These are treated as bribes.
Foreign bribery: Art. 322septies has extraterritorial reach — Swiss authorities can prosecute bribery of any foreign public official, regardless of where the bribery occurred, if the offender or the company has a connection to Switzerland.
Corporate Criminal Liability
Art. 102 StGB
Swiss law provides for corporate criminal liability in two scenarios:
Primary liability (Art. 102(2) StGB): A company is directly liable if a crime of bribery (domestic or foreign) is committed within the scope of the company’s business activities and the offence cannot be attributed to a specific individual due to deficient corporate organisation.
Subsidiary liability (Art. 102(1) StGB): For other offences, a company is liable if it failed to take all reasonable organisational measures to prevent the offence.
Penalties for Companies
| Penalty Type | Maximum |
|---|---|
| Fine | CHF 5 million |
| Confiscation of proceeds | Unlimited (actual illicit gains) |
| Compensatory claim | Unlimited |
Practical Implication
The organisational deficiency test means that a company with an adequate compliance programme may avoid criminal liability even if an individual employee commits bribery. Conversely, a company without adequate compliance measures may be convicted even if no specific individual can be identified as the perpetrator.
This creates a strong incentive to implement and maintain a robust anti-corruption compliance programme.
Building a Compliance Programme
Essential Elements
An effective Swiss anti-bribery compliance programme should include:
1. Tone from the Top
- Board-level commitment to anti-corruption compliance
- Written anti-corruption policy approved by the board of directors
- Regular communication from senior management reinforcing zero tolerance
- Compliance as a standing agenda item at board meetings
2. Risk Assessment
Conduct a bribery risk assessment covering:
| Risk Factor | Assessment Questions |
|---|---|
| Geographic exposure | Do you operate in or with countries ranked high on corruption indices? |
| Sector risk | Is your industry prone to corruption (construction, extractives, defence, healthcare)? |
| Government interaction | Does your business involve procurement, permits, licences or regulatory approvals? |
| Third-party exposure | Do you use agents, intermediaries, consultants or distributors? |
| Transaction types | Do you make donations, sponsorships or political contributions? |
| Gift and hospitality | What is your exposure to gift-giving customs in key markets? |
3. Policies and Procedures
Anti-corruption policy covering:
- Prohibition on bribery in all forms
- Gifts and hospitality guidelines (value thresholds, approval requirements, documentation)
- Political and charitable donations (pre-approval, transparency)
- Third-party due diligence requirements
- Facilitation payments prohibition
- Conflicts of interest disclosure
- Consequences of non-compliance
Third-party due diligence procedure:
- KYC screening of agents, intermediaries and business partners
- Sanctions list screening (SECO, EU, OFAC, UN)
- Adverse media screening
- Risk-based enhanced due diligence for high-risk third parties
- Anti-corruption contractual clauses in all third-party agreements
4. Training
- Annual anti-corruption training for all employees
- Enhanced training for high-risk roles (sales, procurement, government relations)
- Training records maintained as evidence of compliance
5. Reporting Mechanisms
- Confidential reporting channel (whistleblower hotline or digital platform)
- Protection for whistleblowers against retaliation (aligned with Art. 321a and Art. 336 OR)
- Investigation procedures for reported concerns
- Documentation and follow-up on all reports
6. Monitoring and Audit
- Periodic compliance audits (internal or external)
- Transaction monitoring for red flags (unusual payments, high-risk jurisdictions, round-number invoices)
- Regular review of third-party relationships
- Annual compliance programme effectiveness review
7. Enforcement and Discipline
- Consistent application of disciplinary consequences for policy violations
- Documented sanctions for non-compliance (warning, termination, reporting to authorities)
- No exceptions for senior management
Enforcement Landscape
Office of the Attorney General (OAG)
The OAG (Bundesanwaltschaft) is responsible for prosecuting federal criminal offences, including foreign bribery cases. Notable enforcement trends:
- Increasing activity: The OAG has significantly increased foreign bribery enforcement over the past decade
- Deferred prosecution agreements: Swiss law does not formally recognise DPAs, but the OAG has used summary penalty orders (Strafbefehl) for corporate settlements
- International cooperation: The OAG actively cooperates with foreign authorities (US DOJ, UK SFO, French PNF) in multi-jurisdictional investigations
- Asset recovery: Switzerland is a global leader in asset recovery, with CHF billions frozen and returned in connection with corruption cases
Mutual Legal Assistance
Switzerland provides extensive mutual legal assistance (MLA) in corruption cases. Foreign authorities can request:
- Bank account information and transaction records
- Company documents
- Witness testimony
- Asset freezing and forfeiture orders
Swiss bank secrecy does not protect against MLA requests in criminal matters. This means that bribery conducted through Swiss bank accounts is highly susceptible to investigation.
Interaction with Foreign Anti-Corruption Laws
US Foreign Corrupt Practices Act (FCPA)
Swiss companies may be subject to the FCPA if they:
- Have securities listed on a US exchange
- Use US-dollar clearing (correspondent banking through US banks)
- Have US subsidiaries or operations
- Use US communication infrastructure (email servers, cloud services)
UK Bribery Act
The UK Bribery Act applies to Swiss companies that:
- Carry on business in the United Kingdom
- Have a UK subsidiary, branch or listing
The UK Act’s Section 7 “failure to prevent bribery” offence creates strict liability for commercial organisations unless they can demonstrate “adequate procedures” to prevent bribery.
Practical Implication
A Swiss company with international operations should design its compliance programme to satisfy Swiss, US and UK requirements simultaneously. The substantive requirements are broadly aligned, but documentation, training and due diligence standards should meet the highest applicable standard.
Gifts, Hospitality and Entertainment
Given the absence of a statutory de minimis threshold, companies should establish clear internal guidelines:
| Category | Recommended Threshold | Approval Required |
|---|---|---|
| Gifts (giving) | Up to CHF 100 | Line manager |
| Gifts (giving) | CHF 100–500 | Compliance officer |
| Gifts (giving) | Above CHF 500 | Board/senior management |
| Hospitality (providing) | Up to CHF 200 per person | Line manager |
| Hospitality (providing) | Above CHF 200 per person | Compliance officer |
| Travel and accommodation | Any value | Compliance officer |
| Gifts to/from public officials | Any value | Compliance officer + legal |
Documentation: All gifts and hospitality — given and received — should be recorded in a gifts and hospitality register, regardless of value.
Practical Recommendations
- Implement a written anti-corruption policy — this is the foundation of corporate criminal liability defence under Art. 102(2) StGB
- Conduct a bribery risk assessment — tailor your compliance programme to your actual risk profile
- Screen all agents and intermediaries — third-party bribery is the most common enforcement scenario
- Prohibit facilitation payments — unlike some jurisdictions, Swiss law offers no exception
- Train employees annually — maintain records of training completion
- Establish a whistleblower channel — confidential reporting mechanisms are expected by prosecutors and auditors
- Document everything — compliance is demonstrated through records, not intentions
- Review the programme annually — regulators expect ongoing improvement, not static compliance
- Coordinate with audit and annual filing processes — ensure anti-bribery compliance is integrated into the company’s governance framework
- Seek specialist advice for high-risk transactions — complex international dealings involving government contracts or politically exposed persons require expert guidance
Swiss anti-bribery law is rigorous, actively enforced and carries consequences that extend beyond fines to personal criminal liability for responsible individuals. A well-designed compliance programme is not merely a regulatory formality — it is the primary defence mechanism available to a Swiss company and its directors.
Donovan Vanderbilt is a contributing editor at ZUG BUSINESS, the institutional intelligence publication of The Vanderbilt Portfolio AG, Zurich. His coverage spans Swiss corporate compliance, anti-corruption regulation and international enforcement trends.