A board member resigns, a new managing director takes over, a founder steps back from day-to-day business: changes in management are part of every company’s life. They only become legally effective and visible to third parties, however, once entered in the commercial register. Knowing the steps means the change can be completed in a few days.<\/p>\n\n\n\n
Members of the board of directors are elected by the general meeting<\/strong>. The board itself can appoint further persons with signing authority, such as directors or authorised officers, as provided for in the articles of association and organisational regulations.<\/p>\n\n\n\n In principle, all partners jointly act as managing directors. The articles of association can, however, regulate management differently. In that case, the partners’ meeting<\/strong> elects the managing directors.<\/p>\n\n\n\n A board member or managing director can resign at any time. The resignation is declared in a short, signed letter to the company. Conversely, the general meeting or partners’ meeting can remove a person at any time. Any contractual claims, for example under an employment contract, remain unaffected.<\/p>\n\n\n\n The successor is elected at a meeting or, if everyone agrees, by circular resolution. Unlike an amendment to the articles, no notarisation<\/strong> is required. Written minutes or a signed resolution are sufficient.<\/p>\n\n\n\n The commercial register usually requires: – Minutes or resolution on the election or removal – Declaration of acceptance by the new person – Resignation letter from the departing person – Copy of a valid ID of the new person – If needed, a board resolution on function and signing authority<\/p>\n\n\n\n Newly registered persons are recorded in the commercial register with their Swiss social security (AHV) number. Persons without one are assigned a number as part of the registration.<\/p>\n\n\n\n The application is signed by authorised signatories of the company and filed with the commercial register office at the registered office. Signatures must be certified or bear a qualified electronic signature. Registration usually takes a few working days and is published in the Swiss Official Gazette of Commerce (SOGC).<\/p>\n\n\n\n After registration, signing authorities at the bank must be updated. Insurers, tax authorities and important business partners should also be informed of the change.<\/p>\n\n\n\n An AG or GmbH must at all times be able to be represented by at least one person resident in Switzerland<\/strong>. This person does not have to sit on the board. A director or managing director with signing authority is sufficient.<\/p>\n\n\n\n If the only authorised signatory resident in Switzerland leaves, an organisational deficiency arises. The commercial register office will then ask the company to remedy it. If you have no suitable person available, you can rely on a professional mandate, for example a Swiss director<\/a> or a board mandate<\/a>.<\/p>\n\n\n\n It happens that a departed person is still listed in the commercial register months later because the company has not filed the deletion. This is delicate for the person concerned, as they are still considered an officer by third parties. The law therefore allows them to apply for deletion themselves<\/strong> if the company remains inactive. The resignation letter with proof that it reached the company is sufficient.<\/p>\n\n\n\n Resignation ends responsibility for future decisions. Former officers can, however, still be held liable for breaches of duty during their term. It is therefore worth documenting a proper handover and requesting discharge at the next general meeting.<\/p>\n\n\n\n In two weeks, the new Transparency Act enters into force. From then on, any change in the commercial register, including a change on the board or in management, obliges the company to report its beneficial owners to the Transparency Register within one month<\/strong>, even if the general transitional period would run longer.<\/p>\n\n\n\n This is particularly relevant for companies without a person holding 25%. There, the most senior member of the management body is reported instead, for an AG usually the chair of the board. If this person changes, the report must be updated. The applicable deadlines are shown in our article Transparency Register Reporting Deadlines<\/a> and in the overview at transparenzregister.ch<\/a><\/strong>.<\/p>\n\n\n\n No. The election does not require notarisation. Minutes are sufficient. Only the signatures on the application to the commercial register must be certified, unless signed electronically.<\/p>\n\n\n\n Towards the company, the resignation takes effect upon receipt of the letter and the election upon acceptance. Towards third parties acting in good faith, however, the change only takes effect from publication in the SOGC. Until then, the departed person can still bind the company externally.<\/p>\n\n\n\n Yes. At least one other authorised signatory resident in Switzerland must, however, be registered.<\/p>\n\n\n\n Yes, changes to the responsible persons must be reported to the Swiss Federal Tax Administration. The VAT number remains the same.<\/p>\n\n\n\n Commercial register fees are moderate. Costs for certifications and, where applicable, for a service provider preparing the documents come on top.<\/p>\n\n\n\nIn a GmbH<\/h3>\n\n\n\n
The process in five steps<\/h2>\n\n\n\n
1. Resignation or removal<\/h3>\n\n\n\n
2. Elect a successor<\/h3>\n\n\n\n
3. Compile the documents<\/h3>\n\n\n\n
4. Filing with the commercial register<\/h3>\n\n\n\n
5. Inform the bank and partners<\/h3>\n\n\n\n
Don’t forget the residency rule<\/h2>\n\n\n\n
When the company does not report the departure<\/h2>\n\n\n\n
Liability: what remains after resigning?<\/h2>\n\n\n\n
From 1 October 2026: a change triggers a reporting duty<\/h2>\n\n\n\n
FAQ<\/h2>\n\n\n\n
Do I need a notary to elect a new board member?<\/h3>\n\n\n\n
When does the change become legally effective?<\/h3>\n\n\n\n
Can a foreigner without Swiss residence become a board member?<\/h3>\n\n\n\n
Do I have to report the change to the VAT authority?<\/h3>\n\n\n\n
How much does a commercial register change cost?<\/h3>\n\n\n\n
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