Swiss Directors

One of the main requirements when starting a company in Switzerland is to appoint directors and managers. Companies must have one or more directors depending on the legal structures they are registered under.

Below, our company formation specialists in Switzerland explain the main requirements businesses must meet from this point of view.

Legal requirements to appoint company directors in Switzerland

The appointment of company directors in Switzerland is linked to the type of entity registered. The main types of companies that can be created are the private and public limited liability (joint stock) company for which the following must be met:

• a private company must have at least one director;
• a public company must have an Administration Board that appoints the directors and managers.

An important aspect is that the directors can be of any nationality but must hold Swiss residence permits in order to exercise their duties in this country. This requirement applies to the single director of a private company, and in a joint stock corporation it is sufficient for one representative to reside in Switzerland.

The appointment of directors is established through the Articles of Association, while their nomination will take place during the shareholders’ meeting. The shareholders will pass a resolution in this sense.

Our Swiss company formation agents are at your service with more information on the laws regarding the appointment of directors and managers.

Are nominee directors accepted in Switzerland?

According to the Companies Law, a company, no matter if it is private or public must be represented by at least one person (a director or manager) residing in Switzerland. This may come as a constraint for foreign entrepreneurs who want to open companies in Switzerland, which is why nominees are accepted.

The Swiss nominee director can replace a resident manager in a simple and efficient manner. Such a service is usually associated with those of fiduciaries, another solution that is often met in this country.

If you are in need of a nominee director in Switzerland, you can rely on our local agents, as this comes as a standard service.

Who can provide nominee director services in Switzerland?

Considering that occupying the position of company manager implies taking on certain responsibilities, the same will apply to the Swiss nominee director. However, considering this is a service, it comes with certain limitations.

First of all, the nominee director service can be provided by specialized companies in Switzerland. As such, it will be based on a contact signed between the two parties. In the agreement, the contracting business can decide on the facilities of the nominee.

Among them, we can name a few:

• represent the company before the Swiss authorities;
• represent the company in relation to other third parties;
• take on administrative responsibilities.

There are also limitations that apply when using a Swiss nominee director. One of them is not having access to the company’s corporate bank account or finances. Also, a nominee will not be authorized to sign official documents on behalf of the client it represents.

Our Swiss company formation consultants can offer more information on what such a service entails.

Please discover an infographic on Swiss directors below:

Services attached to a nominee director in Switzerland

If you want to launch a business in Switzerland, you can hire a nominee director before the actual company incorporation procedure starts. This way, the respective service provider can represent you before the public notary and Trade Register. Following that, it can also undertake other duties, among which:

• act as a contact point between the company and the local Trade Register, including allowing for its legal address to be used as a registered seat for the company;
• opening the bank account for the company, based on a limited power of attorney;
• manage modifications in the company’s statutory documents;
• provide consultancy on general shareholders and/or board meetings, notifications, and accounting requirements to comply with.

From a taxation point of view, you can also rely on us for accounting services in Switzerland.

Private company directors in Switzerland

Starting a private company in Switzerland is simpler in terms of company officers’ requirements. It only requires one director, even if it can have more, who must be a Swiss resident, but not necessarily a Swiss national. The main requirement is for the person appointed to be at least 18 years old.

In small companies, the generally accepted rule is to have 3 directors, while in larger ones, there can be up to 5 directors. It is also possible to use nominee services when the case requires it. This is often the case of foreign business owners who are not well acquainted with the legislation.

As a general rule, directors are appointed by the vote of shareholders.

Our local agents are at your service if you want to open a company in Switzerland and need advice on the appointment of managers.

Management requirements for public companies in Switzerland

Joint stock corporations are usually large enterprises that can also trade shares on the Stock Market, which is why their management is more extensive. These must have a management board made of a chairman and the other directors. The chairman is appointed by the shareholders, while the rest of the members may be nominated by a committee.

Company directors are usually appointed for a period of 3 years, unless the Articles of Association provide otherwise.

Once the directors are appointed, a notification must be filed with the Trade Register. It must contain the resolution through which they were appointed and their personal details.

It is worth noting that Swiss Company Law does not allow for the appointment of corporate directors.

Our local consultants can also advise on the nomination of company secretaries in Switzerland.

The duties and responsibilities of Swiss directors

A company in Switzerland is managed by its Swiss directors who comprise the Board of Directors. The Board as a whole and the directors as individuals must observe the company’s best interests and conduct any business activities with due care. Directors in Switzerland have a duty of care and a duty of loyalty towards the company they are part of. Also, in exercising their duties, Swiss directors must treat the company’s shareholders equally. 

The law states that a company director in Switzerland must be at least 18 years of age. There are no restrictions for nationality or gender although it is recommended that the Board of Directors includes both female and male members.

The director’s duties are governed by the following laws and regulations:

• the Code of Obligations;
• the Criminal Code;
• the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets;
• the company’s own Articles of Association and other internal regulations.

Investors who open a company in Switzerland must observe these specific laws and many other regarding company formation and corporate governance.

A company director’s liabilities in Switzerland

Company directors in Switzerland are personally liable to the company, its shareholders and creditors. They are held liable for any intentional or negligent breaches of:

• the management of the company;
• their duties as founders or liquidators of the company.

Directors can also be held liable for criminal offences, including:

• false statements to the Registry of Commerce;
• disclosing manufacturing/commercial secrets;
• corporate espionage;
• breaches of various accounting regulations;
• forgery of documents, money laundering and many others.

Our company registration experts in Switzerland can offer you a complete list of the liabilities that can be incurred by company directors under various laws applicable in the country.

Duties of nominee directors in Switzerland

When you request nominee director services in Switzerland, their duties will usually resemble those of a resident manager. They can mean:

• the duty of care, so that no action is taken without thorough consideration, but most importantly without the approval of the client;
• duty of confidentiality, so that any sensitive information will remain confidential;
• accountability, meaning the service provider will be liable for the actions it takes on behalf of the client;
• duty of loyalty, so the Swiss nominee director will act in the best interest of the client at all times.

Feel free to conduct further inquiries about this service with our company registration agents in Switzerland.

Appointing directors in Switzerland 

The Board of Directors is elected during a special shareholder’s meeting and each director is elected individually. The minimum number of directors is one. Small companies with up to 50 employees will generally have three company directors while middle-sized companies will usually have five directors.

Removal from office of Swiss directors

The Swiss law also provides for the removal of directors in the following situations:

1. if their mandates have reached the end (the 3 years period);
2. by resignation;
3. through a resolution passed by the shareholders;
4. because of failing to comply with their duties and obligations.

The removal cannot happen without a shareholders’ meeting which must vote on the dismissal from office of one or more directors. In the case of large companies, the committee can also be dissolved.

No matter the case, a notification with the Trade Register must be filed.

Here is also a video on this subject:

Business statistics in Switzerland

Most companies seeking to hire nominee directors are usually in the small and medium-sized enterprises segment, as they represent 99% of the business in this country. According to recent data, they also employ the largest number of workers.

In terms of employment:

• in the first quarter of 2024, the total number of employees in Switzerland was 5.3 million;
• this represents a 1.4% increase compared to the data for same period of 2023;
• at the level of 2023, the Swiss workforce was made of 5.23 million employees.

For more information regarding corporate laws and corporate governance, you can contact our company registration agents in Switzerland.