Corporate administration
& Swiss substance

A Swiss company is only as strong as its substance. We keep entities compliant and genuinely present (registered office, resident director, SPV administration, Pillar Two substance and the annual compliance cycle), so the structure stands up to the tax authority, the bank and the auditor, not just the company register.

What we run

The back office that makes a Swiss structure defensible.

From a registered office to a fully substantive SPV. Start with the gap in your structure.

Services in detail

Seven administration services — that keep a Swiss entity in good standing.

Tiered to what the structure needs, from a defensible registered office to a fully substantive, fully governed SPV.

Flagship01

SPV administration

The full back office for a holding, financing or transaction vehicle (office, directors, bookkeeping, governance and banking) in Light, Standard or Substance tiers.

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Pillar Two02

Swiss substance package

Real, documented presence (people, premises, local decision-making) sized to the structure so it withstands tax and treaty scrutiny under the minimum-tax rules.

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The address03

Registered office & domicile

A registered office in the canton of seat backed by genuine administrative presence, defensible against substance challenges, not a bare letterbox.

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The board04

Directorship services

A qualifying Swiss-resident director to satisfy Art. 718 CO, with real engagement in governance, provided and maintained for entities without a board presence here.

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Portfolio05

Entity management

One accountable team and one register for a portfolio of companies (officers, filings, deadlines and bank relationships), replacing scattered, person-dependent admin.

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Governance06

Corporate secretarial

Board and shareholder meetings, minutes, resolutions and the share register kept properly, the governance record that holds up when a bank or auditor asks.

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The cycle07

Annual compliance

Accounts, the general meeting, tax and VAT filings and register updates run as a calendar, so nothing is late and the entity stays clean year on year.

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The shift

Why “an address in Switzerland” is no longer enough.

For years a Swiss letterbox could carry a structure. That era is over. Between the OECD’s Pillar Two minimum tax, tighter treaty anti-abuse rules, and banks that de-risk thin entities, the question has shifted from where is the company registered to where does it actually operate. Substance (people, premises, decisions, activity) is now the price of a structure that holds. The practical work is to build the right amount of it: enough to be defensible, not so much that it is wasteful.

Substance tiers we run, by what the structure needs (indicative; built to the entity's actual position).
TierTypical useWhat it includes
LightPassive holding, low-riskRegistered office, resident director, basic admin
StandardActive SPV, financingThe above + bookkeeping, governance, banking operation
SubstancePillar Two / treaty-sensitiveThe above + local decision-making, premises, people

The right tier is a judgement about risk, not a product to upsell. We size it to the entity’s tax position and counterparties, and we will tell you when Light is genuinely enough. Where the company is being newly formed, we build the substance in from day one rather than retrofitting it after a challenge.

Substance and tax are the same conversation

Substance only makes sense next to the tax position it defends. We run the two together: the administration here, and the Swiss tax and Pillar Two advice that says how much substance the structure actually needs. One without the other is either exposed or over-built.

Authoritative sources: the Code of Obligations is at fedlex.admin.ch, and federal tax guidance is at estv.admin.ch.

From the knowledge base

Substance & structuring guides.

All insights
Related

Before and around administration

First

Company formation

Forming the AG, GmbH or holding we then administer, with substance built in from the start.

Company formation
The other half

Tax & accounting

The tax position and Pillar Two advice that says how much substance the structure actually needs.

Tax & accounting
If regulated

Financial regulation

For licensed entities, the governance and presence a FINMA licence or SRO membership requires.

Financial regulation
FAQ

Corporate administration in Switzerland, answered.

01What is corporate substance, and why does it matter now?
Substance is the real economic presence of a company in Switzerland: people, premises, decision-making and activity that are genuinely here, not just an address. It matters because tax authorities and banks increasingly test it: under the OECD Pillar Two rules and ordinary anti-abuse practice, a company with no substance can lose treaty benefits, be taxed elsewhere, or be refused banking. We build and document substance proportionate to what the entity actually does.
02Do I need a Swiss-resident director for an existing company?
Yes. The requirement is ongoing, not just at formation. A Swiss AG must have at least one person authorised to represent it who is resident in Switzerland (Art. 718 para. 4 of the Code of Obligations; Art. 814 para. 3 for a GmbH). If a resident director resigns or moves abroad, the company must replace them or it falls offside with the commercial register. We provide qualifying resident directors and step in when a board loses its Swiss presence.
03What does SPV administration cover?
Special-purpose vehicle administration is the full back office for a holding, financing or transaction entity: registered office, directors, bookkeeping, board and shareholder governance, bank-account operation and statutory filings, at the substance level the structure requires. We run it in tiers, from a light domiciliation through to a fully substantive entity with local decision-making, depending on what the tax and regulatory position demands.
04What is a registered office, and can it just be an address?
Every Swiss company must have a registered office (domicile) in the canton of its statutory seat, a genuine address where it can be reached and where, ideally, real activity occurs. A pure letterbox with nothing behind it is a known risk: it invites substance and tax challenges and can trigger bank de-risking. We provide a registered office backed by the administrative presence that makes it defensible, not just a nameplate.
05How does Pillar Two affect my Swiss company?
The OECD Pillar Two minimum-tax rules apply to large multinational groups (broadly, EUR 750 million-plus turnover) and Switzerland has implemented a top-up tax. For groups in scope, where profit is booked must be matched by real substance, or the profit is taxed elsewhere. Even outside the threshold, the direction of travel is the same: substance is now the price of a defensible structure. We assess exposure and build the substance to match.
06What does the annual compliance cycle involve?
A Swiss company has a recurring rhythm: bookkeeping and annual accounts, the ordinary general meeting and its minutes, any board resolutions, tax and VAT filings, and commercial-register updates when officers or articles change. Miss the cycle and you accumulate penalties and register problems. We run it as a calendar so nothing is filed late and the entity stays clean.
07Can you manage a portfolio of entities?
Yes. For groups and funds we run entity management across a portfolio: a single register of every company, its officers, filings, deadlines and bank relationships, with one team accountable. It replaces the scattered, person-dependent administration that causes missed filings and audit findings. The larger the structure, the more this matters.
08What are a Swiss company's annual filing and meeting obligations?
Every Swiss company must keep proper books, draw up annual financial statements under the Code of Obligations, and hold an ordinary general meeting within six months of the financial year-end to approve the accounts and discharge the board. Changes to directors, the registered office, capital or the articles must be filed with the commercial register. Where an audit applies, the auditor's report comes before the general meeting. We run this calendar for the entities we administer so nothing lapses.
09Who can act as the Swiss-resident director, and what do they do?
A Swiss company must have at least one person authorised to represent it who is resident in Switzerland (Article 718 paragraph 4 of the Code of Obligations; Article 814 paragraph 3 for a GmbH). The role is real, not nominal: the resident director carries fiduciary duties, signs filings and must be able to account for the company's compliance. Where a foreign-owned company has no resident representative, we provide a qualifying director who genuinely fulfils the function, alongside the registered office.
10What is the difference between the board and the management?
The board of directors holds the non-transferable duties (overall direction, the organisation of the company, financial control and the duty to act on distress), while day-to-day management can be delegated to executives under organisational regulations. In a small Swiss company the same people often sit in both, but the legal responsibilities differ, and the board's core duties cannot be contracted away. We help set the governance so the split is documented and the board's statutory duties are actually discharged.

Need substance, a director, or the whole back office?

Tell us what the entity does and where its risk sits. A partner replies with the substance and administration it needs — from a registered office to a fully run SPV.