If you are a foreign entrepreneur looking to establish a Swiss AG or GmbH, one legal requirement will shape your corporate structure from day one: at least one person authorized to represent the company must be domiciled in Switzerland. This is not optional. It is a mandatory provision of the Swiss Code of Obligations that the Commercial Register will enforce upon registration and at every subsequent filing.
For business owners who do not live in Switzerland — and do not plan to relocate — a nominee director is the standard solution. A nominee director is a Swiss-resident professional who is formally appointed to the board of directors (AG) or as a managing officer (GmbH) to satisfy this legal requirement, while the actual business decisions remain with the beneficial owner abroad.
This guide explains the full legal framework, the duties and liability of a nominee director, how fiduciary agreements work, what it costs, and when you should — and should not — use one.
NOMINEE DIRECTOR — KEY FACTS
THE SWISS-RESIDENT DIRECTOR REQUIREMENT
The legal basis for the Swiss-resident director requirement is found in two provisions of the Swiss Code of Obligations (OR):
- Art. 718 para. 4 OR (for AGs): "The company must be able to be represented by a person domiciled in Switzerland. This person must be a member of the board of directors or a director. This person must have access to the share register and the list of bearer share holders notified to the company."
- Art. 814 para. 3 OR (for GmbHs): The same requirement applies — at least one managing officer with representation authority must be domiciled in Switzerland.
"Domiciled in Switzerland" means having an actual residential address in Switzerland — not merely a registered office or mailing address. The person must be legally resident in Switzerland (holding a Swiss passport, a C permit, a B permit, or another valid residence permit).
If this requirement is not met, the cantonal Commercial Register will refuse to register the company or — for existing companies — will set a deadline for compliance. Persistent non-compliance can lead to dissolution proceedings under Art. 731b OR.
WHAT DOES A NOMINEE DIRECTOR DO?
A nominee director is a professional — typically a lawyer, fiduciary, or corporate services provider — who is formally appointed to the board of directors of an AG or as a managing officer of a GmbH. Their primary role is to fulfil the Swiss-resident requirement while the beneficial owner retains actual control of the business.
In practice, a nominee director typically:
- Is registered in the Commercial Register as a board member or managing officer with individual signatory power (Einzelunterschrift)
- Signs essential corporate documents (annual accounts, tax returns, regulatory filings) as required by law
- Ensures the company meets its compliance obligations (accounting, tax filing, social insurance registration)
- Receives official correspondence addressed to the company at the registered office address
- Acts as the local point of contact for Swiss authorities, banks, and the Commercial Register
What a nominee director does not do: They do not make business strategy decisions, negotiate commercial contracts (unless specifically instructed), hire or manage employees, or run the day-to-day operations. The beneficial owner retains these functions, either directly or through appointed management.
LEGAL DUTIES AND LIABILITY
This is the most critical point to understand: under Swiss law, a nominee director has the same duties and personal liability as any other board member. The law does not distinguish between a "real" director and a "nominee" director. Both are equally bound by the following obligations:
| DUTY | LEGAL BASIS | DESCRIPTION |
|---|---|---|
| Duty of Care & Loyalty | Art. 717 OR | Act in the company's best interest with the diligence of a prudent businessperson |
| Supervision of Management | Art. 716a OR | Oversee delegated management; non-delegable duty of the board |
| Capital Loss / Over-indebtedness | Art. 725 OR | Must notify the court if the company is over-indebted; personal liability for inaction |
| Proper Accounting | Art. 957 ff. OR | Ensure the company maintains proper bookkeeping and financial records |
| Social Insurance (AHV) | AHVG Art. 52 | Personal liability for unpaid employer social insurance contributions |
| Tax Compliance | Various | Ensure timely filing of corporate tax returns and payment of taxes |
Personal liability under Art. 754 OR: Board members (including nominees) can be held personally liable for damages caused by intentional or negligent breach of their duties. This liability extends to the company, its shareholders, and third-party creditors. It cannot be excluded or limited by the fiduciary agreement — it is a mandatory provision of Swiss law.
This is why reputable nominee directors will conduct their own due diligence on the beneficial owner and the nature of the business before accepting an appointment. They will refuse to serve as nominees for businesses involved in illegal activities, money laundering, or activities that expose them to unreasonable personal risk.
THE FIDUCIARY AGREEMENT
The relationship between the nominee director and the beneficial owner is governed by a fiduciary agreement (Treuhandvertrag). This is a private contract — it is not filed with the Commercial Register and is not visible to third parties. However, it is the essential document that defines how the arrangement works in practice.
A well-drafted fiduciary agreement typically covers:
- Scope of the nominee's role: Which actions the nominee can take independently and which require prior approval from the beneficial owner
- Instructions and decision-making: How the beneficial owner communicates instructions and how board decisions are documented
- Power of attorney structure: Whether the nominee holds individual or collective signatory power, and any limitations
- Resignation and replacement: Procedures for the nominee's orderly resignation and the appointment of a successor
- Compensation: The nominee's annual fee, any additional fees for specific services, and payment terms
- Indemnification: The beneficial owner's obligation to indemnify the nominee for liabilities arising from properly following instructions
- Confidentiality: Non-disclosure obligations regarding the company's business and the identity of the beneficial owner (subject to legal disclosure requirements)
Important limitation: The fiduciary agreement cannot override the nominee's statutory duties. If following the beneficial owner's instructions would result in a breach of Swiss law (e.g., filing false accounts, failing to notify over-indebtedness), the nominee has the legal duty — and the right — to refuse. This protection exists for good reason and is an important safeguard for both parties.
COST CONSIDERATIONS
Nominee director fees vary depending on the provider, the complexity of the business, and the level of involvement required. Here is a realistic cost overview:
| SERVICE | TYPICAL COST |
|---|---|
| Annual nominee director fee (standard) | CHF 3,000 - 8,000 |
| Attending annual shareholders' meeting | Usually included in annual fee |
| Additional board meetings or document signing | CHF 200 - 500 per instance |
| Bank compliance / KYC support | CHF 500 - 1,500 (one-time) |
| Combined with registered office address | CHF 5,000 - 12,000 (package) |
Many providers — including Rohrer Consulting — offer package pricing that combines the nominee director service with a registered office address, mail handling, and basic compliance support. This is typically more cost-effective than purchasing each service separately.
NOMINEE DIRECTOR + SHELF COMPANY
For foreign entrepreneurs who want the fastest path to a fully operational Swiss company, combining a shelf company purchase with a nominee director appointment is the most efficient approach. Here is why:
- The shelf company is already registered — no 2-4 week formation wait
- The nominee director is appointed during the transfer process — no additional steps
- The registered office and nominee are set up simultaneously — compliance from day one
- Bank account opening can proceed immediately with the nominee as local signatory
This combination allows a foreign business owner to go from zero to a fully operational Swiss company with local representation in as little as 48 hours. Browse our shelf AG and shelf GmbH inventory.
WHEN NOT TO USE A NOMINEE DIRECTOR
While nominee directors are an effective and legal solution for many businesses, there are situations where they are not appropriate:
Regulated financial services (FINMA-supervised)
Companies requiring FINMA authorization (banks, insurance companies, asset managers under FINIG) need directors with substantive industry expertise and active involvement. A passive nominee will not satisfy regulatory requirements. The board must demonstrate genuine competence in financial services governance.
Businesses requiring active local management
If your business model requires daily decisions, client-facing meetings, or hands-on management in Switzerland, a nominee director is not a substitute for a real local manager. Consider hiring a Swiss-based managing director or relocating to Switzerland yourself.
You plan to relocate to Switzerland anyway
If you intend to move to Switzerland within 6-12 months, it may be more cost-effective to apply for a residence permit directly and serve as your own director. The nominee can serve as an interim solution during the permit application process.
High-risk or opaque business activities
No reputable nominee director will accept an appointment for a company involved in unclear, illegal, or reputationally damaging activities. The nominee's personal liability means they must understand and be comfortable with the business they represent. Full transparency is a prerequisite.
OUR NOMINEE DIRECTOR SERVICE
At Rohrer Consulting, our nominee director service is provided by experienced professionals with backgrounds in Swiss corporate law and fiduciary practice. Our managing partner, Alex Rohrer, oversees all nominee arrangements to ensure full legal compliance.
Our service includes:
- Professional Swiss-resident director appointment with individual signatory power
- Comprehensive fiduciary agreement tailored to your specific situation
- Annual shareholders' meeting attendance and corporate documentation
- Coordination with registered office and accounting services
- Ongoing compliance monitoring and proactive communication
NEED A NOMINEE DIRECTOR?
Contact us to discuss your requirements. We provide nominee directors for AGs and GmbHs across all Swiss cantons.
Contact Our TeamFREQUENTLY ASKED QUESTIONS
What is a nominee director in Switzerland?
A nominee director is a professional Swiss resident appointed to the board of an AG or as a managing officer of a GmbH to fulfil the legal requirement that at least one representative must be domiciled in Switzerland. They act in a fiduciary capacity on behalf of the beneficial owner.
Why does a Swiss company need a resident director?
Swiss law requires it under Art. 718 para. 4 OR (AG) and Art. 814 para. 3 OR (GmbH). Without a Swiss-resident director, the Commercial Register will reject the company's registration or flag it for non-compliance.
Is a nominee director legal in Switzerland?
Yes. Nominee directorships are fully legal and widely used in Swiss corporate practice. There is no prohibition on appointing a professional fiduciary as a board member, provided the arrangement is properly documented.
What are the legal duties of a nominee director?
A nominee director has the same duties as any board member: duty of care and loyalty (Art. 717 OR), supervision of management, convening shareholders' meetings, notifying the court in case of over-indebtedness (Art. 725 OR), and maintaining proper accounting records.
What is the liability of a nominee director?
Personal liability under Art. 754 OR — the same as any board member. This includes liability for damages from intentional or negligent breach of duties, unpaid social insurance contributions, and failure to act in case of over-indebtedness. This liability cannot be excluded by contract.
How much does a nominee director cost in Switzerland?
Annual fees typically range from CHF 3,000 to CHF 8,000 depending on complexity and provider. Package pricing with registered office services ranges from CHF 5,000 to CHF 12,000 annually. See our nominee director page for details.
What is a fiduciary agreement for a nominee director?
A fiduciary agreement (Treuhandvertrag) is a private contract defining the nominee's role, instructions, power of attorney, resignation procedures, compensation, and liability allocation. While internal, it does not override the nominee's statutory duties under Swiss corporate law.
Can a nominee director sign contracts on behalf of the company?
Yes. A nominee registered with individual signatory power can legally sign contracts and represent the company. In practice, the fiduciary agreement limits when this power is exercised, typically requiring prior approval from the beneficial owner for significant transactions.
Can I remove a nominee director?
Yes. As the shareholder, you can remove a nominee director at any shareholders' meeting. The fiduciary agreement includes orderly resignation provisions. The change must be notarized and registered with the Commercial Register.
Do I still control my company if I use a nominee director?
Yes. You retain full control as the shareholder. The nominee acts according to your instructions as defined in the fiduciary agreement. You appoint and remove board members, approve budgets, and make all major decisions.
When should I NOT use a nominee director?
Avoid using nominees for FINMA-regulated businesses, when active local management is needed, when you plan to relocate to Switzerland anyway, or for high-risk activities. In such cases, appointing a substantive Swiss-resident director or relocating is the better approach.
Is a nominee director the same as a nominee shareholder?
No. A nominee director serves on the board to fulfil the Swiss-resident requirement. A nominee shareholder holds shares for privacy purposes. These are separate roles. In a GmbH, nominee shareholders are sometimes used since shareholders are publicly listed. In an AG, shareholder privacy is already protected.