Swiss Resident Director & Manager Services — substance-driven trustee mandate.
My Swiss Company SA provides senior Swiss resident director and Swiss resident manager services to foreign companies, holdings, family offices and international groups operating Swiss SA, Sàrl, branch offices, associations or foundations. We deliver far more than a name on the Commercial Register: governance, corporate secretariat, accounting, taxation, compliance, registered address and full administrative oversight — building a credible, coherent and defensible Swiss presence in front of banks, tax authorities and institutional partners. Beyond the nominee director model, we operate a substance-driven trustee mandate fully compliant with Art. 718 Swiss Code of Obligations (CO).
Why a Swiss resident director is mandatory.
We support international groups, foreign SMEs, holdings, start-ups, associations, foundations and international entrepreneurs seeking to establish a credible presence in Switzerland. Our role: implement local governance that is compliant, defensible and aligned with the current expectations of banks, tax authorities and institutional partners — the foundation of any robust Swiss director services engagement.
For an SA (Swiss public limited company), at least one person domiciled in Switzerland must be able to represent the company — the cornerstone of any Swiss resident director arrangement under Art. 718 para. 4 CO.
For a Sàrl (Swiss limited liability company), at least one Swiss resident manager with signing authority is required under Art. 814 CO.
This requirement aims to enable
- legal representation of the company,
- communications with the authorities,
- fulfilment of administrative obligations,
- management of tax obligations,
- and a number of governance and compliance requirements.
What the authorities now scrutinise
- the genuine involvement of the director,
- the coherence of the structure,
- the activities actually carried out,
- international flows,
- the reality of Swiss economic substance,
- effective management,
- and the related tax and regulatory risks — all factors that distinguish substance-driven Swiss director services from offshore models.
In current practice, this obligation has become far more strategic than it once was.
Authorities and banks no longer view the Swiss resident director as a mere name on the Commercial Register.
Why our clients choose us.
A demanding Swiss resident director mandate — the heart of our Swiss director services: 20 years of practice, rigorous file selection, documented governance, regular oversight of tax, social-insurance and banking obligations. We accept only structures that remain coherent and defensible over the long term — the antithesis of offshore nominee director services.
of practice on Swiss board mandates, VAT and AHV audits, and complex international files.
federal and international: Federal Diploma in Finance & Investments, CIWM, STEP/TEP, CAS in SME Taxation, IAF.
Geneva, Lucerne, Zug — coordinated with notaries, banks, tax authorities and AHV offices.
on 31 published Google reviews — documented quality of support and responsiveness.
Your contact person
Andres Taracido — Swiss Federal Diploma in Finance and Investments; CIWM; STEP/TEP; CAS in SME Taxation; IAF Insurance & Pension Adviser.
What our clients say.
★ 4.7/5 · 31 reviews published on Google Business ProfileFaultless support when setting up our Swiss structure. Andres immediately identified the substance risks and built a credible governance framework.
Very rigorous prior analysis. My Swiss Company declines files that are too risky, which speaks volumes about the firm’s seriousness.
Attentive monitoring of VAT, AHV and banking obligations. A genuine governance partner, not a passive director.
Why banks now scrutinise the Swiss resident director.
Many foreign entrepreneurs still believe that a Swiss company, an address and a Swiss resident director are enough to open a bank account easily.
For many years now, this has no longer been the reality. Some clients wrongly assume that opening a bank account is a mere formality.
Swiss banks now apply extremely strict compliance procedures.
Bank screening criteria
In current banking practice, they specifically analyse:
- the reality of the economic activity,
- the country of residence of the shareholders,
- the financial flows,
- the nature of the clients,
- the countries involved,
- the physical presence in Switzerland,
- AMLA / KYC risks,
- governance,
- and the actual role of the Swiss resident director.
Sensitive activities
Certain activities have become particularly sensitive:
Active company or passive company?
Banks must also determine, before opening any account, whether the Swiss company should be treated as an active company or as a passive company (often referred to as a domicile company).
This classification has become central under:
In practice, a passive company is generally a structure:
- with no genuine entrepreneurial activity,
- with no employees,
- with no significant operational presence,
- whose income comes mainly from passive sources,
- or used essentially to hold assets, equity interests or international financial flows.
When a company is treated as passive, the bank’s compliance obligations become significantly heavier. Banks must in particular:
- identify the beneficial owners,
- analyse the ultimate beneficiaries,
- determine the tax residencies of the persons controlling the structure,
- perform certain regulatory classifications,
- and, in many cases, carry out international tax reporting obligations under FATCA and CRS.
Conversely, when a company is presented as active, banks generally expect evidence of genuine Swiss economic substance, in particular:
- dedicated offices,
- employees,
- an identifiable entrepreneurial activity,
- effective management,
- genuine operations,
- and overall consistency between the structure, the flows and the declared activity.
Sensitive signals & grounds for refusal
The signals that make a file sensitive — and the grounds for refusal — become even more pronounced when:
- the shareholders are resident abroad,
- the beneficial owners are international,
- the flows are cross-border,
- or the structure shows limited economic substance in Switzerland.
We see again and again that opening accounts for passive or domicile companies has become significantly more complex than it was a few years ago.
In many situations, a mere administrative registered address with a nominee director is no longer enough to convince banks — especially on international files. We have seen many structures refused when:
- the Swiss presence looks artificial,
- the director appears purely formal,
- there is no clear economic rationale,
- Swiss economic substance appears insufficient,
- or compliance and reporting risks become too high.
Our involvement upstream
We regularly step in upstream to assess risk: before any banking filing, we structure a prior analysis covering every dimension of risk — far removed from offshore nominee director services that simply hand over a name.
- the bankability of the project,
- compliance risks,
- the expected level of economic substance,
- FATCA and CRS implications,
- and the overall coherence of the structure and its governance.
Credible Swiss governance, real economic substance and strategic support.
Setting up a company in Switzerland is no longer a matter of simply registering a structure with the Commercial Register.
Today, we see again and again that banks, tax authorities, social-insurance offices, business partners and regulators look far more deeply at:
The control points
- the reality of Swiss economic substance,
- effective management,
- economic coherence,
- governance,
- the financial flows,
- VAT risks,
- AHV obligations,
- and the actual level of involvement of the Swiss resident director or Swiss resident manager.
Engaging situations
A Swiss resident director or Swiss resident manager today incurs personal liability in many situations:
- VAT,
- taxes,
- AHV,
- compliance,
- anti-money-laundering,
- oversight obligations,
- banking relationships,
- governance,
- effective management.
We support entrepreneurs, international groups, holdings, start-ups, associations, e-commerce structures and foreign companies seeking to build a credible, coherent and defensible presence in Switzerland — the antithesis of offshore Swiss nominee director arrangements.
Our approach is not to provide a passive « nominee director ».
- credible governance,
- a prior risk analysis,
- a real economic rationale,
- coherent Swiss economic substance,
- and an approach aligned with current banking and regulatory expectations.
The personal risks of being a Swiss resident director.
The role of Swiss resident director or Swiss resident manager carries significant responsibilities. In Switzerland, directors and managers can engage their personal liability in a number of situations — one of the key risks of acting as a nominee director in Switzerland without proper substance.
In our experience, this includes in particular:
What the authorities expect
In practice, the Swiss authorities consider that the director must:
- monitor the financial situation,
- ensure that bookkeeping is properly maintained,
- check tax obligations,
- verify social-insurance obligations,
- and intervene when problems arise.
The structures we favour
This is precisely why we analyse mandates carefully before accepting them. Our Swiss director services are reserved for structures presenting:
- an identifiable activity,
- understandable flows,
- serious governance,
- a real economic rationale,
- and a genuine commitment to compliance.
Swiss substance and effective management.
The concept of Swiss economic substance has become central. International tax treaties, banks, tax authorities and business partners now scrutinise the reality of the Swiss presence — substance over signature, transparency over anonymity.
A Swiss resident director or an address alone is no longer always enough.
In many situations, the authorities specifically analyse:
- where strategic decisions are taken,
- where effective management is exercised,
- where contracts are negotiated,
- where operations are steered,
- where employees actually work,
- where management functions are carried out,
- and the overall coherence of the Swiss presence.
What poor substance creates
Certain international structures can create:
- permanent-establishment risks,
- tax-reassessment risks,
- VAT risks,
- substance issues,
- or banking difficulties.
Building defensible substance
We work alongside our clients to build coherent and defensible structures across:
Why certain mandates are declined.
In practice, we regularly decline certain mandates. Not every structure is compatible with credible Swiss governance — this is what fundamentally separates our Swiss resident director mandate from offshore Swiss nominee director arrangements.
Situations we set aside
In particular, we decline certain situations when:
- the activity is not clearly defined,
- the structure appears artificial,
- there is no real economic need in Switzerland,
- the project carries disproportionate compliance risks,
- the financial flows are insufficiently documented,
- banking expectations seem incompatible,
- or regulatory risks become too high.
Structures we exclude
We also refuse, on principle, structures:
- seeking only a « Swiss address »,
- chasing only a theoretical tax advantage,
- without genuine operational or economic logic,
- or incompatible with the current expectations of Swiss banks.
Trustee director vs operational director.
Not all Swiss director roles are the same. In practice, there is a clear distinction between the trustee director acting as a Swiss resident director on a trust basis and the operational director involved in the day-to-day running of the company.
In practice, there is an important difference between:
What the Swiss resident director role covers
Within a classic trustee mandate, the Swiss resident director acts primarily:
- to provide the legal representation of the company in Switzerland (Art. 718 CO),
- to coordinate certain administrative and compliance matters,
- to ensure certain governance obligations,
- and to maintain representation compliant with the requirements of the Swiss Commercial Register.
Strictly on client instructions
Our practice is to act exclusively on client instructions — unlike offshore nominee setups built around Power of Attorney delegation.
Even in situations where we are the sole director listed on the Commercial Register with individual signing authority, we do not take on the role of operational director responsible for managing the company’s daily activity.
The economic and operational management of the business remains under the control of the shareholders, executives or beneficial owners of the structure.
What remains outside our perimeter
In practice, this means in particular that:
…remain under the responsibility of the client.
Even where we have banking access in connection with certain administrative or compliance obligations, our mandate provides that operations and payments are carried out on client instructions, including for the settlement of our own invoices.
Conservatory action in the company’s interest
However, certain exceptional situations may require conservatory action in the interest of the company and to limit certain legal or regulatory risks. This may concern, in particular:
…when the client becomes temporarily unreachable or stops responding despite multiple follow-ups.
In this type of situation, the objective is primarily:
- to protect the company,
- to limit certain liability risks,
- to avoid administrative or judicial proceedings,
- and to preserve, as far as possible, the continuity of the structure.
When we request our deregistration
Our compliance policy also provides that we may terminate the mandate and request our deregistration from the Commercial Register when the client no longer fulfils its legal obligations despite our reminders and recommendations. This may include, in particular:
- ×persistent absence of bookkeeping,
- ×unmet VAT obligations,
- ×significant social-insurance debts,
- ×compliance breaches,
- ×lack of cooperation,
- ×or inability to obtain client instructions.
If no compliant representation is maintained
In this context, the company will have to appoint a new Swiss resident representative to maintain valid representation in the Commercial Register.
Failing regularisation within the applicable deadlines, the company may face judicial proceedings for organisational default.
In certain situations, the Court may order the liquidation of the company where no representation compliant with Swiss legal requirements is maintained.
VAT, AHV and tax and social-insurance liabilities.
Swiss directors and managers must be particularly attentive to VAT, withholding tax, AHV, cantonal and federal income taxes, source tax, payroll, and administrative and accounting obligations.
Many international structures severely underestimate Swiss obligations regarding:
Personal liability on private assets
In Swiss practice, the authorities have a very broad legal basis and abundant case law allowing them to engage the joint and several liability of Swiss resident directors, managers and representatives.
In concrete terms, this means the Swiss resident director or representative may, in certain situations, be required to answer personally for:
…of the company. In many cases, we have seen this liability sought directly by the tax authorities and the AHV (Swiss social contributions) on the private assets of the Swiss resident director or manager.
This subject is extremely serious.
In practice, the authorities often consider that the company’s board members had:
- ian oversight duty,
- iia duty to react,
- iiiand a duty to intervene whenever a problematic situation arose.
The level of diligence expected from Swiss director services is particularly high.
In practice, however, it is often very difficult for a Swiss resident director to demonstrate that they took every necessary step to avoid tax or social-insurance damage.
This is precisely why very few Corporate Services Providers, lawyers or professionals are willing today to offer Swiss resident director services.
High-risk scenarios in international structures
This type of mandate carries significant risks, particularly in international structures where:
In certain situations, a client may, for example:
The gross-up mechanism on Swiss withholding tax
In Swiss tax practice, certain unjustified cash outflows may be recharacterised as constructive (hidden) dividend distributions. In this context, the Swiss Federal Tax Administration may then claim Swiss withholding tax.
However, when the distributed amounts have already left the company and can no longer be recovered, the tax authority will often apply a « gross-up » calculation.
In concrete terms, this means that the amounts taken are deemed to represent the net amount corresponding to 65% after tax. The actual tax burden therefore becomes far greater.
For example:
- a.if CHF 100'000 disappears from the company’s accounts,
- b.the authority may consider that this CHF 100'000 represents 65% of the gross dividend,
- c.resulting in a taxable base of approximately CHF 153'846,
- d.and therefore Swiss withholding tax claimed of approximately CHF 53'846.
In certain situations, the authorities may then seek to engage the liability of the Swiss resident directors or representatives in order to recover these amounts.
Similar issues may also arise concerning:
We favour
- a thorough prior analysis,
- coherent structures,
- credible governance,
- regular administrative oversight,
- and an active, transparent collaboration with clients.
Termination conditions
We may terminate a mandate and request our deregistration when:
- legal obligations are no longer fulfilled,
- the risks become disproportionate,
- the client stops cooperating,
- or tax, social-insurance or compliance issues remain unresolved despite our reminders and recommendations.
Our support
We support our clients in particular on:
Operational, holding and association mandates.
We mainly support structures carrying out a genuine economic activity and requiring a credible Swiss presence — from cross-border entrepreneurs and SMEs through to international groups and listed companies. Our Swiss director services for foreign companies are designed to deliver real economic substance, not a Swiss nominee director on paper.
Swiss operational and entrepreneurial companies
We mainly support structures carrying out a genuine economic activity and requiring a credible Swiss presence.
In practice, this covers a wide range of profiles, from:
- the cross-border entrepreneur active in Switzerland,
- the Swiss SME,
- through to international groups and listed companies seeking to establish or strengthen their Swiss presence.
We regularly support entrepreneurs working alone or with partners through Swiss Sàrls in fields such as:
- insurance broking,
- finishing trades and building professions,
- consulting,
- engineering,
- business services,
- personal services,
- IT,
- maintenance,
- logistics,
- goods importation,
- trade,
- services delivered on Swiss building sites,
- technical or craft activities.
In these structures, the issues typically concern:
- permits and cross-border questions,
- Swiss VAT,
- social insurance,
- payroll,
- AHV obligations,
- worker-posting matters,
- banking relationships,
- and Swiss economic substance.
We also support Swiss SAs with multiple partners, investors or international groups, particularly in sectors such as:
- industry,
- logistics,
- e-commerce,
- mail order,
- technology services,
- SaaS,
- artificial intelligence,
- mergers and acquisitions,
- real-estate development,
- international trade,
- import-export,
- complex services structures.
In these files, the stakes often become much higher in terms of:
- governance,
- effective management,
- Swiss economic substance,
- international taxation,
- financing,
- banking compliance,
- VAT,
- and the structuring of international flows.
We also act for international or multinational companies already established abroad, sometimes listed, seeking to:
- open a Swiss subsidiary,
- establish an operational presence in Switzerland,
- structure a regional headquarters,
- develop European activities,
- or strengthen their credibility with Swiss partners and institutions.
In this context, banks, investors and authorities typically scrutinise:
- the overall coherence of the structure,
- the functions actually carried out in Switzerland,
- the level of substance,
- the financial flows,
- governance,
- and the operational credibility of the Swiss presence.
A mere administrative registered address with a nominee director is often no longer enough in this type of structure.
Holdings, asset-holding companies and passive structures
We also support certain so-called passive or asset-holding structures, including:
- Swiss holdings,
- participation companies,
- asset-holding companies,
- real-estate structures,
- investment vehicles,
- international holding structures.
In this type of situation, the banking and tax stakes are often particularly sensitive.
Banks scrutinise in particular:
- the source of funds,
- international flows,
- the reality of Swiss substance,
- tax treaties,
- beneficial owners,
- FATCA and CRS matters,
- and the economic rationale of the structure.
Passive or domicile companies typically trigger much heavier compliance obligations for banks.
In many situations and in our experience, opening accounts becomes significantly more complex when:
- the shareholders are resident abroad,
- the flows are heavily internationalised,
- the structure has no genuine economic substance,
- or the company is mainly used to hold assets or equity interests.
We support our clients in structuring credible governance compatible with the current expectations of banks and tax authorities.
Swiss associations and foundations
We also support certain Swiss associations and Vereine and Swiss foundations requiring:
- a Swiss resident board member,
- local representation,
- structured governance,
- and administrative and accounting support.
In practice, the issues typically concern:
- banking relationships,
- international donations,
- compliance matters,
- accounting obligations,
- VAT,
- supervisory authorities,
- and certain specific regulatory obligations.
Some international structures also seek a Swiss establishment to benefit from:
- a stable environment,
- credible governance,
- a strong institutional image,
- and an internationally recognised legal framework — see also our Swiss Verein formation service.
We support these structures in:
- their organisation,
- their administration,
- their bookkeeping,
- their governance,
- and their Swiss tax and regulatory obligations.
Situations frequently met in Swiss and international companies.
A summary of the structure profiles we see regularly, the associated risks and the approach we recommend in our Swiss resident director services for foreign companies.
| Situation | Frequent risks | Recommended approach |
|---|---|---|
| International holding without real Swiss substance | Bank refusal, FATCA/CRS issues, tax recharacterisation, absence of effective management | Credible Swiss governance, substance analysis, coherent economic presence, banking and tax structuring |
| Domicile company / passive structure | Passive bank classification, enhanced compliance obligations, difficulties opening an account | Thorough documentation, beneficial-owner analysis, coherent asset-holding structuring |
| E-commerce company with Swiss customers | VAT, importation, customs and worker-posting risks, logistics blocks | Swiss VAT structuring, fiscal representation, accounting follow-up and import/export compliance |
| Foreign company carrying out works on Swiss sites | VAT risks, permanent establishment, social-insurance and collective-agreement obligations | Prior tax analysis, AHV and payroll management, site and worker-posting compliance |
| Cross-border entrepreneur with a Swiss Sàrl | AHV risks, insufficient substance, confusion between Swiss and foreign activity | Coherent operational structuring, payroll management, real Swiss administration |
| International commodity trading | High banking compliance, account-opening refusals, AMLA risks | Thorough prior analysis, prior banking validation, reinforced governance |
| Foreign tech start-up | Banking difficulties, substance issues, insufficient credibility | Credible governance, structured management, coherent Swiss presence |
| SaaS or international services company | Complex international flows, VAT and effective-management issues | Flow analysis, international structuring, tax and accounting coordination |
| Industrial or logistics company | Significant operational obligations, payroll and VAT risks | Swiss operational governance, reinforced accounting and administration |
| Company with a purely nominee director | Tax risks, board-member liability, substance issues | Real management, monitoring, documented governance and regular follow-up |
| Company with foreign shareholders and international flows | FATCA/CRS reporting, heightened bank monitoring, compliance risks | Reinforced documentation, KYC analysis, overall economic coherence |
| Company with tax or social-insurance difficulties | Director’s joint and several liability, VAT/AHV enforcement | Swift intervention, administrative regularisation and reinforced monitoring |
| Real-estate holding or asset-holding company | Banking difficulties, heightened tax monitoring, substance issues | Coherent asset-holding structuring and documented governance |
| International association | AMLA risks, international donations, insufficient governance | Reinforced documentation, structured governance, banking compliance |
| Swiss or international foundation | High regulatory supervision, reputational and banking issues | Structured foundation board, rigorous administration, reinforced compliance |
| International group or listed company entering Switzerland | High requirements for substance, governance and effective management | Credible Swiss establishment, full tax, banking and corporate coordination |
Prior analysis, governance and acceptance of mandates.
Accepting a Swiss resident director or Swiss resident manager mandate today requires a far deeper analysis than only a few years ago — we do not treat it as a mere administrative formality.
We do not view this type of mandate as a simple administrative formality intended to satisfy the requirements of the Commercial Register.
The legal, tax, banking and regulatory risks borne by Swiss resident representatives have become particularly significant.
Before accepting any mandate, we analyse
- ·the exact nature of the activities,
- ·the financial and commercial flows,
- ·the countries involved,
- ·the beneficial owners,
- ·FATCA and CRS issues,
- ·VAT and customs stakes,
- ·social-insurance and payroll obligations,
- ·banking needs,
- ·the expected level of economic substance,
- ·effective-management risks,
- ·and the regulatory and compliance constraints.
The main issues are not about the legal incorporation of the company itself, but rather:
The real issues in practice
- the real ability to open and maintain a stable banking relationship,
- the credibility of Swiss substance,
- international tax coherence,
- the documentation of flows,
- and the structure’s ability to withstand a banking, tax or regulatory audit.
Warning signals & analysed risks
In practice, certain structures may become extremely sensitive when:
- the flows are heavily internationalised,
- the beneficial owners are resident abroad,
- operations are poorly documented,
- the real activity is hard to identify,
- or the Swiss presence appears artificial.
We also analyse whether the structure may become problematic in terms of:
When the difficulties arise — several years later
Our experience shows that a large number of difficulties arise several years after the company is incorporated, in particular:
This is precisely why we favour an approach that is prudent, structured and focused on reducing risk.
Our criteria & what we explain
- show an identifiable economic logic,
- are compatible with current banking expectations,
- have credible governance,
- and enable a transparent collaboration between the board, shareholders and Swiss representatives.
We explain to foreign entrepreneurs that certain approaches historically used in Switzerland are no longer appropriate today — in particular offshore-style nominee director services built around anonymity or Power of Attorney delegation:
- a simple domicile company without substance,
- a purely nominee director,
- the absence of a real operational presence,
- or structures driven mainly by tax considerations with insufficient economic logic.
We mainly support entrepreneurs, SMEs, international groups and institutional structures wishing to build a serious, credible and defensible Swiss presence over the long term.
Credible Swiss governance, compliance and operational reality.
Providing a Swiss resident director is no longer just a matter of adding a person to the Commercial Register — Art. 718 CO requires actual management presence in Switzerland, not a mere name on a public register.
Banks, tax authorities, social-insurance offices and regulators now look far more deeply at:
We regularly see situations where many international structures still significantly underestimate this shift.
Our approach starts by analysing whether a structure can truly be coherent, credible and defensible in Switzerland over the long term.
In practice, we analyse in particular
We favour structures showing:
- an identifiable economic logic,
- a commitment to compliance,
- a real activity,
- credible governance,
- and a transparent collaboration with the board and shareholders.
We regularly decline situations where:
- the structure appears artificial,
- there is no real economic need in Switzerland,
- banking risks appear disproportionate,
- the flows are insufficiently documented,
- or regulatory risks become incompatible with our oversight obligations.
Our role is not simply to provide a Swiss resident director.
We support our clients in structuring coherent Swiss establishments covering in particular:
We regularly act in situations where the stakes go far beyond the simple incorporation of a company
In many situations, our involvement is also aimed at preventing:
We now consider that a Swiss resident director must form part of a coherent and defensible overall governance framework, and not be used as a mere administrative formality — an offshore-style Swiss nominee director arrangement is no longer a defensible model under Swiss banking KYC and tax substance scrutiny.
Your questions on Swiss resident director services.
Answers to the questions that come up most often in our prior analyses. For a specific situation, please contact Andres Taracido directly.
Is a Swiss resident director mandatory?
Yes.
Swiss law requires certain companies to have at least one person domiciled in Switzerland with signing authority to validly represent the company on the Commercial Register (Art. 718 para. 4 Swiss Code of Obligations).
For an SA, at least one director or officer domiciled in Switzerland must be able to represent the company.
For a Sàrl, at least one manager domiciled in Switzerland with signing authority is required under Art. 814 CO.
What is the difference between a Swiss resident director and a Swiss nominee director?
The two are fundamentally different.
A Swiss resident director, under Art. 718 CO, must actually contribute to the management of the company — with real involvement, regular oversight, and documented governance.
A Swiss nominee director, in the offshore sense (UK, Singapore, Cyprus, Hong Kong), is a purely formal director whose role is limited to lending a name to the public register, typically combined with a Power of Attorney granted to the beneficial owner. That model is not defensible in Switzerland: it conflicts with Art. 718 CO, with Swiss banking KYC standards and with tax substance scrutiny.
My Swiss Company SA operates a substance-driven trustee mandate — not an offshore nominee structure.
What are nominee director services?
In the offshore sense, nominee director services consist of providing a formal director whose name appears on the public register, while the beneficial owner retains full operational control — typically via a Power of Attorney and a confidential nominee agreement.
This model is widely used in jurisdictions such as the UK, Singapore, Cyprus or Hong Kong, often with privacy and anonymity as the main objective.
In Switzerland, this approach does not work. Swiss banking compliance, Art. 718 CO, AMLA and tax substance rules require a real Swiss management presence — substance over signature, transparency over anonymity.
Unlike offshore nominee director services, our Swiss director services for foreign companies are built on a substance-driven trustee mandate fully compliant with Swiss FINMA-OAR standards.
What are the responsibilities of a Swiss resident director?
Under Art. 718 CO and Art. 716a CO, a Swiss resident director has, in particular:
- a duty of supervision and care,
- the legal representation of the company in Switzerland,
- an obligation to ensure that bookkeeping is properly maintained,
- a duty to monitor the company’s financial situation,
- compliance with tax and social-insurance obligations,
- and a duty to act when problems arise (Art. 725 CO).
What are the risks of acting as a nominee director in Switzerland?
The risks are substantial. A Swiss resident director, even a purely formal one, can engage their personal liability with respect to:
- VAT,
- AHV social contributions,
- Swiss withholding tax,
- certain insolvency situations (Art. 725 CO),
- breaches of oversight obligations,
- and certain criminal-law risks.
Banks may close accounts, the tax authorities may recharacterise the structure, and the director’s private assets may be exposed. This is why offshore-style nominee director arrangements are not appropriate in Switzerland.
How does Art. 718 CO apply to foreign-owned Swiss subsidiaries?
Art. 718 para. 4 of the Swiss Code of Obligations requires that any Swiss SA — including foreign-owned subsidiaries — be represented by at least one person domiciled in Switzerland with the power to bind the company through their signature.
This is not a passive formality. Art. 718 CO requires actual management presence in Switzerland — not a mere name on a public register. The Swiss resident director must contribute to the governance and oversight of the entity, document the management process, and ensure compliance with Swiss tax, social-insurance and regulatory obligations.
For foreign-owned Swiss subsidiaries, this translates into a substance-driven trustee mandate aligned with Swiss banking KYC, FATCA/CRS reporting and economic-substance expectations.
Can I set up a Swiss company without living in Switzerland?
Yes.
Many foreign entrepreneurs incorporate and operate Swiss companies without personally residing in Switzerland.
However, the following issues must be seriously analysed:
- economic substance,
- effective management,
- banking relationships,
- international taxation,
- VAT,
- social-insurance obligations,
- and the overall coherence of the structure.
Is a simple Swiss address enough today?
In many situations, no.
For a long time, certain structures could operate with:
- a simple registered address,
- a trustee director,
- and little real substance.
Today, banks and authorities scrutinise much more closely:
- the reality of the activity,
- operational presence,
- governance,
- employees,
- offices,
- and the overall economic coherence of the structure.
Do Swiss banks analyse Swiss economic substance?
Yes, very thoroughly.
Swiss banks scrutinise in particular:
- real activities,
- financial flows,
- the countries involved,
- shareholders and beneficial owners,
- FATCA and CRS matters,
- effective management,
- governance,
- and the real level of economic substance in Switzerland.
In certain situations, banks may request:
- contracts,
- invoices,
- business plans,
- evidence of activity,
- offices,
- employees,
- or detailed operational evidence.
What is a passive or domicile company?
A passive or domicile company is generally a structure:
- without significant operational entrepreneurial activity,
- without employees,
- with little economic substance,
- and whose income comes mainly from passive sources or equity interests.
In this type of situation, banks typically apply enhanced compliance procedures.
FATCA and CRS obligations also become significantly heavier when:
- the beneficial owners are resident abroad,
- the flows are international,
- or the structure mainly holds assets or equity interests.
Does a Swiss holding need economic substance?
Very often, yes.
Even when a holding does not directly carry out an operational commercial activity, banks and tax authorities generally analyse:
- governance,
- the functions actually carried out in Switzerland,
- the financial flows,
- effective management,
- and the overall coherence of the structure.
A simple address with a nominee director is often no longer enough today.
Is the Swiss resident director personally liable?
Yes.
In certain situations, the authorities may engage the personal liability of Swiss resident directors or representatives.
This may concern, in particular:
- VAT,
- AHV,
- withholding tax,
- payroll,
- tax obligations,
- or certain breaches of oversight duties.
In some cases, the authorities may seek payment directly from the private assets of the Swiss resident director or manager.
Why have Swiss resident director services become so sensitive?
Because legal, tax and regulatory risks have increased significantly in recent years.
In practice:
- banks apply very strict compliance rules,
- tax authorities have a broad legal basis,
- FATCA and CRS obligations have been reinforced,
- and the liability of Swiss board members is significant.
This is precisely why few professionals today accept this type of mandate without a thorough prior analysis.
Does a trustee director run the day-to-day activity of the company?
In principle, no.
Within a classic trustee mandate on a trust basis, the director acts primarily:
- to provide the legal representation,
- to coordinate certain administrative matters,
- and to oversee certain compliance obligations.
Operational and commercial decisions generally remain under the control of the group’s shareholders and executives.
What happens if the client stops cooperating?
In certain situations, we may terminate the mandate and request our deregistration from the Commercial Register.
This may concern, in particular:
- unmet tax obligations,
- VAT or AHV issues,
- the absence of bookkeeping,
- compliance risks,
- or persistent absence of client instructions.
In this context, the company will have to appoint a new Swiss resident representative quickly.
Failing that, the company may face judicial proceedings for organisational default.
Do you also provide accounting, VAT and administrative services?
Yes.
We also support our clients on:
- accounting,
- financial statements,
- Swiss VAT,
- fiscal representation,
- payroll,
- social insurance,
- administration,
- banking relationships,
- and overall administrative follow-up.
Do you act for international groups and foreign companies?
Yes.
We regularly support:
- foreign entrepreneurs,
- international groups,
- holdings,
- start-ups,
- industrial companies,
- e-commerce structures,
- technology companies,
- associations,
- and certain international foundations.
Do you decline certain files?
Yes.
We regularly decline certain mandates when:
- the structure appears artificial,
- compliance risks are too high,
- Swiss substance appears insufficient,
- the flows are insufficiently documented,
- or no real economic logic justifies the Swiss presence.
We favour structures that are:
- coherent,
- credible,
- compliant,
- and compatible with current regulatory and banking expectations.
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All My Swiss Company services in Switzerland.
Beyond company formation, My Swiss Company SA supports entrepreneurs and international groups across the entire life cycle of their Swiss entity — registered address, administration, fiscal representation and governance, complementing our Swiss resident director services.
Accounting, VAT, Payroll & SME Taxation
- Bookkeeping, year-end closing and CO-compliant financial statements
- VAT: returns, rate review and prevention of reassessments
- Payroll: AHV, BVG, UVG, permits and employee taxation
Swiss Company Formation: SA, Sàrl, Branch & Holding
- Company formation: SA, Sàrl, branch & holding
- Incorporation with deed, capital and Commercial Register filing
- Company formation with banking and tax rationale
Swiss Resident Director & Manager: Trustee Mandate
- Swiss resident director for SAs with valid representation
- Swiss resident manager for Sàrls with documentary follow-up
- KYC, governance and periodic review in Switzerland
Registered Address: Legal Seat & Mail Handling
- Legal-seat address, c/o and official Commercial Register notifications
- Receipt, sorting and forwarding of administrative and banking mail
- Registered address integrated within a real administration structure
Swiss VAT Fiscal Representative for Foreign Companies
- Swiss VAT registration and official fiscal representation
- Quarterly VAT returns, corrections and exchanges with the FTA & customs
- Upstream analysis of VAT-liability and non-compliance risks
Swiss Foundation Formation & Administration
- Formation of private, family or charitable foundations
- Structuring, board governance and annual administrative follow-up
- Tax framework, potential exemption and documentary compliance