Due Diligence: ODiTr & CO 964

Since 2022, Swiss law has imposed due diligence and transparency obligations on certain companies, modelled on international standards. Many business leaders have heard of them — without always knowing precisely whether, and how, their company is concerned.

Two distinct regimes, often confused

The indirect counter-proposal to the "Responsible Business Initiative", which entered into force on 1 January 2022, introduced two clearly distinct sets of obligations into the Swiss Code of Obligations. Confusing them is the most common mistake.

1. The report on non-financial matters — CO art. 964a to 964c

Large public-interest companies must publish an annual report on environmental matters (notably CO₂ targets), social and employee matters, respect for human rights and the fight against corruption. This is a transparency obligation: to account.

2. Due diligence duties — CO art. 964j to 964l and the ODiTr

Independently of reporting, certain companies must exercise specific supply chain due diligence in two areas defined by law: minerals and metals from conflict areas, and child labour. The practical rules are set out in the Ordinance on Due Diligence and Transparency (ODiTr). This is an obligation to act: to check and to control.

Who is actually concerned?

For non-financial reporting

The obligation targets public-interest companies — listed companies and FINMA-supervised institutions — that, over two consecutive financial years, have at least 500 full-time positions on average and report either a balance-sheet total of at least CHF 20 million or turnover of at least CHF 40 million. A proposal to align with the EU's CSRD directive — which would lower this threshold to 250 employees and add an external audit — is under discussion.

For minerals and child labour due diligence

The obligation applies to companies that place into free circulation or process in Switzerland minerals or metals containing tin, tantalum, tungsten or gold from conflict-affected or high-risk areas, as well as to those offering products or services where there is a reasonable suspicion of child labour.

Significant exemptions exist: quantity thresholds (set out in an annex to the ODiTr) for minerals and metals, an exemption for SMEs, and — for child labour — an exemption for products and services from countries rated low-risk on the UNICEF index. Many SMEs are therefore not directly subject to these duties — but this must be verified, not assumed.

The four steps of due diligence

Where a company is subject to the duty, due diligence follows four defined steps:

• Put in place a management system: a supply chain policy and a traceability system.
• Identify and assess the risks along the supply chain.
• Establish a risk management plan and take measures to reduce those risks.
• Produce an annual report on compliance with these duties; the "minerals and metals" component is also subject to verification by an independent body.

The European context: anticipating the CSDDD and CSRD

Swiss law is no longer written in isolation. The EU Corporate Sustainability Due Diligence Directive (CSDDD) and the Corporate Sustainability Reporting Directive (CSRD), both in phased implementation, extend comparable — and often more demanding — obligations to companies active on the European market.

A Swiss company that exports to the EU, or supplies European groups, will be concerned in practice, whether or not Swiss law requires it. Anticipating almost always costs less than scrambling to comply under pressure.

What an SME should do now

• Verify its precise status: subject to reporting, to due diligence duties, or to neither.
• Map its supply chain and identify risk areas — geographies, sectors, materials.
• Review the requirements its clients and principals already pass down by contract.
• Put the basics in place — supplier policy, code of conduct, contractual clauses — even without a direct legal obligation.

This guide presents the legal framework in a general and simplified way, current as of information available in May 2026. It does not constitute legal advice: whether a given company is subject to these duties must be assessed specifically. See also the Responsible Sourcing page.