Do you want to set up or manage a company in Switzerland, but don't have a residence here? No problem – as long as you have a Swiss director, nominee director, or board of directors. But what tasks does this person take on exactly, what duties are involved, and what risks should you be aware of?
The most important points in brief:
- Swiss companies need a local director or nominee director: at least one member of the board of directors or managing director must be a resident in Switzerland.
- Also possible for foreigners: International entrepreneurs can run a company in Switzerland, but must appoint a local director, nominee director, or board of directors.
- Fiduciary services facilitate the process: An external Swiss director can take on this role without the owner having to be on site.
1. Why does a Swiss company need
a local director, nominee director, or board of directors?
Swiss legislation stipulates that every company must have at least one person on the board of directors or in the management who lives in Switzerland. This applies to:
This is the only way for Swiss companies to have an official contact person in the country who is responsible for legal and business matters.
2. What are the duties of a Swiss
director, nominee director, or board of directors?
A board member or managing director in Switzerland takes on important tasks:
- Legal responsibility: The nominated director or board member ensures that the company complies with all legal requirements and implements new regulations in a timely manner.
- External representation: They sign contracts, conduct negotiations, and represent the company vis-à-vis business partners and banks. They are also responsible for bank accounts and financial transactions.
- Bookkeeping and tax obligations: Swiss directors, nominee directors, and boards of directors monitor the company's books, ensure timely tax returns, and work with tax consultants. Mistakes can result in high penalties.
- Communication with authorities: They are the official contact for the commercial register, tax authorities, and financial supervision. For example, they submit reports and coordinate regulatory audits.
Important: The tasks can vary greatly depending on the contract. Some directors or board members only take on a formal role, while others are actively involved in the management of the company.
3. Can foreigners not resident in Switzerland be directors, nominee directors, or members of the board of directors?
Yes, but only under certain conditions. The board of directors of a stock corporation or managing director of a GmbH can come from abroad, but at least one person residing in Switzerland must sit on the board of directors or the management.
Many international entrepreneurs therefore use fiduciary services to meet the legal requirements.
4. External Swiss directors: how does that work?
Since many international entrepreneurs do not live in Switzerland, they can appoint an external Swiss director, nominee director, or board of directors. This works through special trustees or consulting firms that offer this service (we will be happy to advise you free of charge).
Advantages of an external board of directors or managing director mandate:
- Legal requirements are met: The company remains legally compliant without the owner having to live in Switzerland.
- No administrative burden: the Swiss director or nominee director handles communication with authorities and banks.
- Trustworthy business address: A local director facilitates business processes in Switzerland.
Costs for a board of directors or managing director mandate:
The cost of an external mandate varies depending on the service provider, company size and scope of tasks. As a rule, the annual fees start from CHF 3,000.
5. What are the risks?
A board or managing director mandate is associated with responsibility. Therefore, when choosing an external board member or director, you should pay attention to the following points:
- Trustworthiness: Swiss directors and nominee directors have far-reaching powers, so they should be serious and experienced.
- Liability: Even if the owner does not live in Switzerland, problems such as tax offenses or legal violations can affect them.
- Transparency: The board of directors should provide clear reports and not make any decisions without consultation.
6. Conclusion: The best solution for international entrepreneurs
If you are a foreigner and want to set up or manage a company in Switzerland, you need a local contact person. A Swiss director, nominee director, or board of directors is required by law and ensures smooth business operations.
This requirement can be easily met through fiduciary services without the owner having to live in Switzerland. It is important to choose a reliable and experienced partner who guarantees legal and business security.
Are you looking for a trustworthy Swiss director or board of directors?
We will be happy to take care of that for you.
