Swiss Resident Director and Swiss Nominee Director

Navigating the complex landscape of Swiss business regulations often requires meticulous attention to detail, especially when it comes to fulfilling the legal requirement of having at least one resident director in your Swiss company. Goldblum and Partners provides a range of services that include Swiss resident director and Swiss nominee director services. These services are available to various corporate structures, including public limited companies (SA/AG) and limited liability companies (Sàrl/GmbH).

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Swiss Resident Director and Nominee Director: Meeting Legal Requirements

Swiss legislation mandates that companies operating in the country must have at least one director who resides in Switzerland. This requirement applies to public limited companies (SA/AG), limited liability companies (Sàrl/GmbH), and directors in various corporate structures.

Complying with this legal requirement can be challenging for foreign entrepreneurs and shareholders. As a trusted Swiss fiduciary services provider, we are fully equipped to act as your company's representative, offering director and nominee services that ensure compliance with local regulations.

We offer the expertise of professionals who meet the Swiss residency requirement and possess high professional qualifications to take the roles of directors and representatives for public limited companies (SA/AG), limited liability companies (Sàrl/GmbH), and Swiss foundations.

Appointing a Director in a Swiss Company: What are the Nominee Services?

If a Swiss private company has foreign board members, it must have one Swiss director or member of the board who has a residence in Switzerland to be a local representative of the company: for limited liability companies or GmbH (as per Article 814, paragraph 3 of the Swiss Code of Obligations) and for public limited companies or AG, as specified in Article 718, paragraph 4 of the Swiss Code of Obligations.

What is a nominee director?

Swiss company formation is impossible without a Swiss director or board members.
The Swiss nominee director oversees the administrative services and must perform the role of an executive officer or have membership in the board of directors. If this person does not have the right to sign solely, the company can have two Swiss residents who will have the joint signature right and thus legally represent the company jointly.

The Swiss director is a point of contact for authorities in Switzerland, for instance, tax or social security.

Since Swiss company formation is impossible without a Swiss director or board members, we may help you by providing nominee director services that allow your Swiss company to meet the legal requirements.

We may offer the following options tailored to your Swiss company's needs:

These representation mandates ensure compliance with Swiss legal requirements and enable non-resident foreign businessmen and shareholders to establish or take over companies in Switzerland while meeting the necessary domiciliation conditions.

The Role of a Swiss Nominee Director or a Swiss Resident Director

The role of a Swiss nominee director or Swiss resident director closely resembles that of a standard director or manager but comes with distinct characteristics.

Swiss nominee directors and Swiss resident directors are not directly engaged in the day-to-day operations of the company. Instead, according to Swiss legislation (Article 717, paragraph 1 of the Swiss Code Obligations) they serve as impartial third parties appointed to safeguard the company's interests, as well as those of the shareholders, or to meet regulatory and legal prerequisites.

The primary responsibilities of Swiss nominee directors and Swiss resident directors encompass:

  • Ensuring Transparent Governance

    They are responsible for upholding transparent and effective corporate governance. This involves overseeing that the company is well-managed and that decisions are made in the best interests of both the company and its shareholders.
  • Supervising Company Activities

    They play a vital role in monitoring the company's activities, which includes reviewing financial reports, budgets, and strategic plans to ensure they align with the company's objectives.
  • Providing Expertise and Guidance

    Swiss nominee directors and Swiss resident directors may offer their specialized knowledge in specific areas or provide advice on governance and compliance matters. Their expertise can be invaluable in ensuring the company's operations align with legal requirements.
  • Legal Compliance

    They must ensure the company complies with all relevant laws and regulations. In Switzerland, the law mandates that every company be represented by at least one individual residing in Switzerland. This requirement is met by having a Swiss nominee or resident director.
As for the number of directors, it is obligatory to have at least one. There is no restriction on the number of directors in the company board unless mentioned in the corporation's articles of association.

The important issue is that only the individuals who act officially for companies can be appointed as directors, but not the companies whether set up in Switzerland or not.

Conclusion

In summary, the presence of a Swiss resident or nominee director is not just a legal necessity; it is a strategic asset that facilitates smooth company operation, regulatory compliance, and the successful establishment of businesses in Switzerland for both resident and non-resident entrepreneurs.

Our tailored nominee services provide flexibility to meet your company's specific needs, whether it involves a Swiss Nominee Director with single or joint signature rights or a Swiss Nominee Representative. These representation mandates ensure compliance with Swiss legal requirements, allowing non-resident foreign entrepreneurs and shareholders to set up companies in Switzerland while satisfying domiciliation conditions.

Frequently Asked Questions

Swiss resident director services involve appointing a director who is a resident of Switzerland to meet legal requirements.