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Swiss resident director and Swiss nominee director services in Switzerland

My Swiss Company offers Swiss resident director services and Swiss nominee director services for Swiss companies, Swiss holdings, Swiss branches, Swiss foundations and associations.

The services of Swiss resident directors and of Swiss resident nominee directors

The legislation provides that companies must be represented by at least one person domiciled in Switzerland. It is therefore necessary that at least one member of the board of directors of a public limited company (SA/AG), a manager of a limited liability company (Sàrl/GmbH) or a director fulfils this requirement.

This legal requirement can become a limiting factor for foreign entrepreneurs and shareholders. For this reason, our Swiss fiduciary offers the mandate of director and manager with experienced and reliable professionals, who meet the legal requirement of residence in Switzerland and high professional qualification criteria, to assume the role of director, manager and director of a public limited company (SA/AG), limited liability company (Sàrl/GmbH) and for Swiss foundations.

As a Swiss fiduciary services provider, we are prepared to act as your company’s representative with the local director or nominee mandate.

Local director’s mandate and local manager’s mandate in Switzerland: who should apply?

Non-resident foreign entrepreneurs or shareholders wishing to set up or take over a company in Switzerland must be represented by at least one manager, director or managing director domiciled in Switzerland for limited liability companies (Art. 814 para. 3 Swiss Code of Obligations); at least one member of the board of directors or a managing director domiciled in Switzerland for public limited companies (Art. 718 para. 4 Swiss Code of Obligations).

In order to meet this condition set by the Swiss law, our fiduciary offers you several types of representation mandates for your Swiss company :

– The mandate of Swiss director representing the company as Chairman of the Board of Directors of the Société Anonyme (SA);

– The mandate of Swiss director representing the company on the Board of Directors of the limited company (SA);

– The mandate of Swiss nominee director representing the company as Chairman of the Board of Managers of the limited liability company;

– The mandate of Swiss nominee director representing the company on the Board of Managers of the limited liability company;

– The mandate of Swiss fiduciary director;

– The mandate of a Swiss fiduciary manager;

– The mandate of the Swiss local director;

– The mandate of Swiss deputy director;

– The mandate of Swiss signatory;

What are the different organs of an Swiss SA/AG company or a Swiss Sàrl/GmbH company and their roles, rights and obligations?

  1. General shareholder meeting (SA/AG) or partners’ meeting (Sàrl/GmbH): The general shareholder or partners’ meeting is the supreme body of the company. It is composed of all the shareholders or partners of the company and meets at least once a year to take important decisions such as the approval of the annual accounts, the appointment of the members of the board of directors or the board of managers, the determination of the remuneration of the directors and managers and the amendment of the articles of association of the company. The shareholders or partners have the right to vote at the general meeting and may express their opinion on the matters submitted to them.
  2. Board of Directors or Board of Managers: The Board of Directors or the Board of Managers is the executive body of the company. It is responsible for the general management of the company and makes important decisions about the company’s activities, such as investments, acquisitions, contracts and hiring. The Board of Directors is also responsible for overseeing the management of the company by the directors and ensuring that the company complies with applicable laws and regulations.
  3. Executive management: The executive management is responsible for the day-to-day management of the company, such as financial management, employee management and operations management. It is responsible for implementing the strategy defined by the board of directors and overseeing the company’s activities to achieve the set objectives.
  4. Auditor/Reviser: The auditors/revisers are independent professionals responsible for verifying the conformity of the company’s annual accounts and ensuring that they comply with the accounting principles in force. Their task is to certify the fairness and regularity of the company’s annual accounts.

Each body has specific rights and obligations according to its functions. For example, the general meeting has the right to take important decisions for the company and is responsible for approving the annual accounts. The board of directors is responsible for the general management of the company and is in charge of the day-to-day business of the company. The auditors are responsible for verifying the conformity of the company’s annual accounts. Each body must work closely together to ensure that the company is managed efficiently and in accordance with the applicable legal requirements.

What is the role of a director or manager of a Swiss company?

The role of a Swiss resident director or manager of a Swiss company is to ensure the proper management of the company and to represent the company vis-à-vis third parties. Directors or managers have important legal responsibilities towards the company and its shareholders.

The role of a director or manager of a Swiss company is also to ensure that the company complies with applicable laws and regulations and to oversee the day-to-day management of the company.

The duties of a director or manager may include :

  1. Running the company: The director or manager is responsible for the general management of the company and for ensuring that the company functions properly. He or she makes important decisions about the company’s activities, such as investments, acquisitions, contracts and hiring.
  2. Ensuring legal compliance: The director or manager must ensure that the company complies with the laws and regulations in force in Switzerland. He/she is responsible for the preparation of the company’s annual accounts and annual reports, as well as for the implementation of internal control procedures necessary to ensure compliance with applicable laws and regulations.
  3. Representing the company: The director or manager represents the company vis-à-vis third parties, such as customers, suppliers, authorities and shareholders. He/she is responsible for managing relations with the company’s stakeholders and should act in the company’s interest.
  4. Overseeing day-to-day management: If the company has a manager or director, he or she is responsible for the day-to-day management of the business, such as managing the finances, managing the employees and managing the operations. The director or manager supervises the work and must ensure that the company’s activities are carried out in accordance with the company’s policies and procedures.

What are the duties and obligations of a director or manager of a Swiss company?

The duties and obligations of a director or manager of a Swiss company are governed by Swiss law (Code of Obligations). The directors and managers of a Swiss company have important duties and obligations towards the company, the shareholders, the partners and third parties. They must perform their duties diligently, loyally and transparently, complying with applicable laws and regulations and taking the necessary measures to protect the interests of the company.

Some of the most important duties and responsibilities include :

  1. Duty of diligence: Directors and managers must exercise their duties with diligence and loyalty to the company. They must act in the best interests of the company and make informed and reasonable decisions.
  2. Duty of loyalty: Directors and managers must act in the interest of the company, putting aside their personal interests. They should avoid conflicts of interest and not use their position to gain personal advantage or cause harm to the company.
  3. Duty of confidentiality: Directors and officers should respect the confidentiality of company information and not disclose confidential information to third parties unless authorised by the company.
  4. Duty of supervisory care: Directors and managers should regularly monitor the management of the company and ensure that the company’s activities comply with applicable laws and regulations.
  5. Duty of accountability: Directors and managers are accountable to the shareholders and partners of the company. They should prepare the company’s financial statements and annual reports and present them to the shareholders at the annual general meeting.
  6. Liability for misconduct: Directors and managers are liable for misconduct in the performance of their duties. They may be held financially liable if the company suffers loss or damage as a result of their negligence or misconduct.
  7. Duty of care: Directors and managers must take the necessary measures to prevent financial and other potential risks to the company. They must also ensure that the company has adequate financial resources to operate on a sustainable basis.

 

What are the risks of being a director or manager of a Swiss company?

Directors and managers of a Swiss company may be exposed to various risks as a result of their duties and responsibilities.

Some of the most common risks are

  1. Financial and tax liability: Directors and managers are responsible for the financial management of the company and may be held personally and jointly and severally liable for debts relating to social security and tax contributions.
  2. Civil liability: Directors and managers may be held financially liable for damages caused to the company, to shareholders or to third parties as a result of fault or negligence in the performance of their duties.
  3. Criminal liability: Directors and managers may also be held criminally liable if offences have been committed in the performance of their duties, such as fraud, misuse of corporate assets or violations of laws and regulations.
  4. Risk of dismissal: Directors and managers can be dismissed from their positions by the company’s shareholders in case of breach of duty or conflict of interest.
  5. Risk of administrative sanctions: Regulatory authorities may impose administrative sanctions on directors and managers in case of violation of applicable laws and regulations, such as fines or prohibitions to perform certain functions.
  6. Reputational risk: Directors and managers may suffer reputational damage if the company suffers significant losses or scandals as a result of their management.

To minimize these risks, it is important that directors and managers perform their duties diligently and faithfully, comply with applicable laws and regulations, take the necessary steps to prevent financial and other potential risks to the company, and communicate transparently with shareholders, associates and other stakeholders. It is also recommended that professional indemnity insurance be taken out to protect against the financial risks associated with liability.

 

What is the role of a Swiss nominee or a Swiss resident director?

The role of a Swiss nominee director or Swiss resident director is similar to that of an ordinary director or manager, but with some important differences.

As mentioned above, the Swiss nominee director or Swiss resident director is not involved in the day-to-day management of the company and instead acts as an independent third party appointed to protect the interests of the company and the shareholders or to meet regulatory or legal requirements.

The main responsibilities of the Swiss nominee director or Swiss resident director include:

  1. Ensuring sound and transparent governance: He or she should ensure that the company is well managed and that decisions are made in the best interests of the company and all shareholders.
  2. Overseeing the company’s activities: He or she should monitor the company’s activities, including reviewing financial reports, budgets and strategic plans.
  3. Providing expertise and advice: He or she may provide particular expertise in a specific area or offer advice on governance and compliance issues.
  4. Comply with legal obligations: He or she must ensure that the company complies with all applicable laws and regulations. A Swiss nominee or a Swiss resident director is the ideal solution to comply with legal requirements or to represent you as a shareholder on the Board of Directors or the Board of Managers. Indeed, Swiss law requires that every company be represented by at least one person resident in Switzerland.
  5. Protecting the interests of minority shareholders: He or she must ensure that the interests of minority shareholders are taken into account and protected.

The Swiss nominee director or Swiss resident director acts on the instructions of his or her shareholder or partner clients, but his or her duty is to faithfully protect the interests of the shareholders and of the company. However, in the event of a conflict between the interests of the shareholders and those of the company, the interests of the company must always take precedence.

Swiss nominee director or Swiss resident director services

The mandate of a Swiss nominee director or Swiss resident director

A Swiss nominee director or Swiss resident director of a Swiss company is an individual who acts as a director or manager of the company, but is not involved in the day-to-day management of the company. Unlike ordinary directors and managers, Swiss nominee director or Swiss fiduciary director are not shareholders, employees or agents of the company, and have no decision-making power over the day-to-day business of the company.

The Swiss nominee director or Swiss resident director is appointed by the shareholders, partners or by a court if necessary, and his or her main role is to protect the interests of the shareholders and the company itself. It may be used for a variety of reasons, including to protect the confidentiality of the beneficial owners of the company, to provide particular expertise in a specific area, or to meet regulatory or legal requirements.

As a Swiss nominee director or Swiss resident director, the appointee must act impartially, diligently, faithfully and competently, in accordance with applicable laws and regulations. He or she must also act in accordance with the interests of the company and its shareholders, and may not act in his or her own interest or in the interest of third parties. In addition, he or she must be available to respond to requests from shareholders, partners and competent authorities, and must maintain the records and documents necessary for the proper governance of the company.

The Swiss nominee director or Swiss resident director is appointed to protect the interests of the shareholders or to meet regulatory or legal requirements. However, in acting in a fiduciary capacity, the director must always consider the best interests of the company itself.

Under Swiss law, the Swiss nominee director or Swiss resident director must act impartially and loyally, respecting the interests of all shareholders. He or she must also act diligently and competently in accordance with applicable laws and regulations.

Ultimately, the Swiss nominee director or Swiss resident director should seek to ensure good corporate governance, while protecting the interests of all shareholders, including minority shareholders, and complying with regulatory and legal requirements.

What is the profile of our Swiss nominee directors or Swiss resident directors?

The right profile for a Swiss nominee director or Swiss resident director depends on the specific needs of your business and the skills required to manage the risks associated with owning that business. However, here are some key skills and qualities that can be found in My Swiss Company’s Swiss nominee director or Swiss resident director :

  1. Financial skills: Our Swiss nominee directors or Swiss resident directors have financial expertise to have a good understanding of finance and financial statements to assess the health of the business and help you make informed decisions. Our financial skills often include cash management, accounting, financial risk management and an understanding of financial markets, and are essential to ensuring effective financial management of the business.
  2. Tax skills: Our Swiss nominee directors or Swiss resident directors are often called upon to review the company’s tax issues. Tax and regulatory laws in Switzerland can be complex, and it is essential that the trustee understands the tax implications of the company’s decisions and ensures that the company is in compliance with the applicable tax laws. The trustee may also be called upon to advise your company on specific tax issues or to work with tax experts to ensure appropriate tax compliance.
  3. Legal skills: Our Swiss nominee directors or Swiss resident directors are often called upon to review and draft contracts, advise the company on specific legal issues, manage litigation and ensure that the company is in compliance with applicable laws and regulations. Therefore, the trustee must have a solid understanding of legal principles and be able to apply them appropriately to protect the interests of the company. The trustee may also be called upon to advise your company on specific legal issues or to work with specialist lawyers to ensure appropriate legal compliance.
  4. Professional experience: Our Swiss nominee directors or Swiss resident directors have professional experience relevant to managing the risks associated with your business. For example, experience in the specific sector of your business or in managing the risks of similar businesses may be an asset.
  5. Knowledge of the Swiss market: Our Swiss nominee directors or Swiss resident directors managers have a thorough knowledge of the Swiss market, as well as of the trends and regulations affecting company start-ups, takeovers and relocations in Switzerland.
  6. Integrity: our Swiss nominee directors and Swiss resident directors have integrity and respect the ethical and legal standards in force.
  7. Membership of recognized professional associations: Our Swiss nominee directors or Swiss resident directors are affiliated with recognized professional associations which enhances their level of competence and enables them to keep abreast of developments in their field. The affiliations also demonstrate that our Swiss nominee directors are committed to their field and that they strive to provide the best possible service to our clients.

The profile of the Swiss nominee director or Swiss resident director depends on the specific needs of the company and the industry in which it operates. Financial skills, professional experience, market knowledge, integrity, teamwork and decision making skills are all important qualities that can be found in My Swiss Company’s Swiss nominee directors or Swiss resident directors.

What are the benefits of appointing us as Swiss nominee director or Swiss resident director?

– Experience in the formation and establishment of companies in Switzerland

– Trust, reliability and discretion

– Representation of your company in Switzerland

– Expertise, experience and reputation

– High professional qualifications in finance, tax and administration

– Best quality of service/price ratio

– Available 6 days a week – all year round

– Reduced risks related to administrative, accounting and tax obligations

– Mandatory insurance advice

– Continuous training every year to maintain a high level of skills

Opening of bank accounts

The company may need to open a commercial bank account in Switzerland in several currencies. Switzerland is renowned for its high quality banking system and legal stability, which is reflected in the high level of discretionary banking services and access to world-class financial products and payment systems. The Swiss nominee director or Swiss resident director has a wide network of banks and will introduce you to the bank whose services are best suited to your company’s needs.

If you are looking for a Swiss nominee director or Swiss resident director for your company in Switzerland, our team of experts can help you. We offer professional and personalized services to meet the specific needs of your company, including administrative, accounting, tax and legal management.

What are our Swiss nominee director or Swiss resident director services?

Support in setting up a Swiss company

Within the framework of the mandate of Swiss nominee director or Swiss resident director, we are able to take charge of all the stages of the creation of a company in Switzerland.

Amongst other services, we can provide :

– the study of the project which includes the analysis and study of your financial plan, the accompaniment in the analysis of the legal form the most adapted to the future Swiss company (Swiss joint stock company SA/AG, Swiss limited liability company Sàrl/GmbH) ;

– Verification of the availability of the company’s name with the Federal Office of the Commercial Register;

– the notarial steps and the authentication of the foundation deeds (notarial deed of incorporation, drafting of the articles of association, signing of the authenticated deed of incorporation, declaration of acceptance of the members of the board of directors, managers and directors);

– the domiciliation of your company;

– opening a deposit account;

– registration in the Swiss commercial register;

– opening the company’s current account;

– registration with Swiss the Federal Tax Administration for VAT (value added tax);

– membership of the social security system and compulsory insurance;

– registration with the federal, cantonal and municipal tax authorities (stamp duty, taxation of company profits, capital tax, withholding tax);

– setting up the accounting plan;

– applications for work permits.

Administrative management of the Swiss company

The Swiss nominee director or Swiss resident director ensure that your interests are respected and that your Swiss company runs smoothly. They are responsible for the organization and administration of the company. They can intervene in the following areas :

– the exercise of senior management of the Swiss company ;

– organizing the Swiss company within the framework of the law and the articles of association

– legal advice (drafting contracts, obtaining licenses, etc.);

– accounting;

– financial control;

– preparation of the management report (annual accounts, annual report, group accounts, etc.);

– management of tax returns (VAT, withholding tax, recovery of advance tax, etc.)

– human resources management (social balance sheet, employment contract, salary management, work permit, etc.);

– Swiss fiduciary services;

– preparation of the general meeting of shareholders or the meeting of associates;

– keeping the minutes and the shareholders’ register;

– taking legal action in the event of over indebtedness.

Our Swiss company management and administration services

The Swiss nominee director or Swiss resident director is responsible for the proper maintenance of the financial statements and tax reporting obligations (VAT, withholding tax, withholding tax recovery, annual tax returns of the company) and we can take care of the supervision of reporting obligations in relation to your employees in Switzerland:

– Accounting and Audit

– Taxes, Swiss VAT, tax returns, advice

– Administrative management of human resources

– Legal services

– Preparation of general meetings of shareholders

– Keeping of minutes

– Maintenance of the shareholder register

– Negotiations with creditors

Representation to the authorities in Switzerland

Once operational, the Swiss company will have numerous interactions with Swiss bodies at the communal, cantonal and federal levels. The Swiss nominee director or Swiss resident director with a residence in Switzerland puts all his experience and his thorough knowledge of the Swiss economic and administrative fabric to represent your company with the authorities, with the tax authorities, with banks, and in certain cases with the civil courts and creditors while ensuring a serious and effective representation in the strictest interests of the shareholders and the company.

The Swiss company liquidator mandate

In Switzerland, the liquidator of a Swiss company is responsible for the dissolution and liquidation of the company. The liquidator’s task is to realize the company’s assets, settle its debts and distribute any remaining assets among the shareholders or partners. The role of the liquidator is therefore to put an end to the company’s activities in an orderly and legal manner.

However, the Swiss liquidator may also be exposed to risks. Indeed, he must ensure that the liquidation operations are conducted in accordance with Swiss law and the company’s articles of association. He is also responsible for the preservation of the company’s assets and the realization of these assets at the best possible price. If he fails to perform his duties properly, the liquidator may be held liable for damages caused to the company, or to its creditors. The liquidator is also jointly and severally liable for the company’s social security and tax debts.

In addition, the liquidator must also ensure that creditors are treated fairly during the liquidation. Ultimately, the liquidator must exercise diligence and professionalism in the performance of his duties to minimize the risk of liability and ensure a successful and fair liquidation of the company.

Company liquidation services in Switzerland

The Swiss liquidator must prepare and follow all the steps of the company’s liquidation procedure: among them, the carrying out of the dissolution operations with the notary (requisition for the registration of the dissolution, deed of sale in the commercial register…) as well as the publication of the three calls to creditors in the SOGC (Swiss Official Gazette of Commerce).

The Swiss liquidator can also draw up the opening and closing balance sheets, as well as the interim balance sheets. Finally, he can proceed with the distribution of the assets and the request for deletion from the commercial register (provided that the claims are covered).

The Swiss nominee director or the Swiss resident director can supervise the liquidation process of companies and foundations. This step requires following a regulated procedure, the legal, accounting, administrative and tax details of which must be known. Once the assets have been liquidated, the Swiss nominee director ensures that the liquidator completes the de-registration process with the tax authorities and the Commercial Registry.

Contact us

Contact us to start your initial consultation now. We would be delighted to get to know you and define the next steps in your project.

T +41(0) 41 566 76 46 – Lucerne

T +41(0) 22 566 82 44 – Geneva

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