Nominee Director in Switzerland

Swiss law requires that at least one person authorised to represent your company must be resident in Switzerland. If you are based abroad, our nominee director service fulfils this legal requirement while you retain full control of your company's operations and strategy.

Appoint a Nominee Director

The Swiss Residency Requirement

Article 718 paragraph 4 of the Swiss Code of Obligations requires that at least one member of the board of directors, or one person with executive management authority who holds signatory power, must be domiciled in Switzerland. This rule applies to both AG (corporation) and GmbH (limited liability company) entities.

What "Domiciled" Means

The person must have their residence in Switzerland — either as a Swiss citizen or as a foreign national with a valid residence permit (B or C permit). A mere postal address is not sufficient; the individual must actually live in Switzerland and be registered with the local authorities (Einwohnerkontrolle).

Consequences of Non-Compliance

If the residency requirement is not met, the Commercial Register will refuse to register the company or, for existing companies, may set a deadline to comply. Failure to comply can ultimately lead to dissolution of the company by court order. Banks may also freeze accounts if they discover non-compliance.

How Our Nominee Director Service Works

Our nominees are qualified professionals with experience in corporate governance, not figureheads. Here is how the arrangement is structured:

Board Membership

The nominee is appointed as a formal member of the board of directors (Verwaltungsrat) and registered in the Commercial Register. This is a public appointment — the nominee's name appears in the register, which is accessible online through Zefix.

Fiduciary Agreement

A detailed fiduciary agreement governs the relationship between you (as beneficial owner) and the nominee. This agreement specifies that the nominee acts according to your instructions, does not make business decisions independently, and will resign upon request. It clearly delineates responsibilities and protects both parties.

You Retain Full Control

The nominee fulfils the legal residency requirement, but you make all business decisions. Day-to-day management, strategic direction, and financial decisions remain entirely with you. The nominee's role is limited to formal compliance functions: signing annual accounts, attending the formal board meeting, and being available for bank and authority communications when Swiss residency is required.

Who Needs a Nominee Director?

A nominee director is essential for any company where no shareholder, director, or officer is personally resident in Switzerland. Common scenarios include:

• Foreign entrepreneurs establishing a Swiss company while remaining based in their home country.
• Holding companies owned by foreign groups that need Swiss substance and a local board member.
• E-commerce and tech businesses that want a Swiss legal entity for credibility or payment processing but operate remotely.
• Real estate holding structures where the beneficial owner resides outside Switzerland.

Frequently Asked Questions

Is a nominee director liable for the company's debts?

Under Swiss law, all directors bear certain legal duties of care and loyalty. A nominee director has the same formal responsibilities as any other board member. However, the fiduciary agreement clearly allocates management responsibility to you as the beneficial owner. Our nominees maintain professional liability insurance and operate within strict compliance frameworks. The nominee will not approve transactions that are unlawful or that could expose them to personal liability.

Will the nominee director have access to my bank account?

Signatory arrangements are flexible. In most cases, the nominee is registered with the bank as a signatory (which Swiss banks often require for the account-opening process) but with a collective signature requirement — meaning both you and the nominee must approve transactions above a certain threshold. For day-to-day operations, you typically have sole signatory power. The exact arrangement is defined in the fiduciary agreement.

Can I replace the nominee director later?

Yes. The fiduciary agreement includes a pre-signed resignation letter. You can replace the nominee at any time by holding a shareholders' meeting to appoint a new director. This is common when a client relocates to Switzerland and no longer needs a nominee, or when they want to appoint a different person. The transition takes approximately 1-2 weeks to process through the Commercial Register.

Is the arrangement confidential?

The nominee director's name is publicly visible in the Commercial Register, as required by law. The beneficial ownership information is not publicly accessible but must be maintained in the company's share register and is available to authorities upon request. Switzerland has transparency requirements under anti-money laundering regulations, so the identity of the beneficial owner must be properly documented and disclosed to the company's bank.