Nominee Director
in Switzerland.

Swiss law requires that at least one person authorised to represent your company must be resident in Switzerland. If you are based abroad, our nominee director service fulfils this legal requirement while you retain full control of your company's operations and strategy.

Professional nominee director office — Swiss residency compliance
Legal Framework

The Swiss Residency Requirement

Article 718 paragraph 4 of the Swiss Code of Obligations requires that at least one member of the board of directors, or one person with executive management authority who holds signatory power, must be domiciled in Switzerland. This rule applies to both AG (corporation) and GmbH (limited liability company) entities.

What "Domiciled" Means

The person must have their residence in Switzerland — either as a Swiss citizen or as a foreign national with a valid residence permit (B or C permit). A mere postal address is not sufficient; the individual must actually live in Switzerland and be registered with the local authorities (Einwohnerkontrolle).

Consequences of Non-Compliance

If the residency requirement is not met, the Commercial Register will refuse to register the company or, for existing companies, may set a deadline to comply. Failure to comply can ultimately lead to dissolution of the company by court order. Banks may also freeze accounts if they discover non-compliance.

Deliverables

What Is Included.

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Board Appointment

Formal appointment as board member, registered in the Commercial Register

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Fiduciary Agreement

Detailed agreement governing the relationship, responsibilities, and resignation terms

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Liability Insurance

Professional liability coverage for the nominee director included

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Pre-Signed Resignation

Resign-on-demand letter for seamless future transitions

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Board Meeting Attendance

Annual board meeting attendance and circular resolution support

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Bank Signatory

Collective signatory setup with Swiss banks as required

Service Structure

How Our Nominee Director Service Works

Our nominees are qualified professionals with experience in corporate governance, not figureheads. Here is how the arrangement is structured:

Board Membership

The nominee is appointed as a formal member of the board of directors (Verwaltungsrat) and registered in the Commercial Register. This is a public appointment — the nominee's name appears in the register, which is accessible online through Zefix.

Fiduciary Agreement

A detailed fiduciary agreement governs the relationship between you (as beneficial owner) and the nominee. This agreement specifies that the nominee acts according to your instructions, does not make business decisions independently, and will resign upon request. It clearly delineates responsibilities and protects both parties.

You Retain Full Control

The nominee fulfils the legal residency requirement, but you make all business decisions. Day-to-day management, strategic direction, and financial decisions remain entirely with you. The nominee's role is limited to formal compliance functions: signing annual accounts, attending the formal board meeting, and being available for bank and authority communications when Swiss residency is required.

Use Cases

Who Needs a Nominee Director?

A nominee director is essential for any company where no shareholder, director, or officer is personally resident in Switzerland. Common scenarios include:

Foreign entrepreneurs establishing a Swiss company while remaining based in their home country.
Holding companies owned by foreign groups that need Swiss substance and a local board member.
E-commerce and tech businesses that want a Swiss legal entity for credibility or payment processing but operate remotely.
Real estate holding structures where the beneficial owner resides outside Switzerland.
Investment

Costs & Timeline.

Component Amount Notes
Nominee Director (annual)From CHF 3,000/yearHolding companies and dormant entities.
Active Trading CompanyFrom CHF 5,000/yearMore frequent signatory and compliance duties.
Commercial Register FilingCHF 600 - 1,200Government fee for director registration.
Fiduciary Agreement SetupIncludedDrafted by our legal team, no extra charge.
Appointment Timeline1-2 weeksFrom engagement to Commercial Register entry.
Knowledge Base

Frequently Asked Questions.

Is a nominee director liable for the company's debts? +
Under Swiss law, all directors bear certain legal duties of care and loyalty. A nominee director has the same formal responsibilities as any other board member. However, the fiduciary agreement clearly allocates management responsibility to you as the beneficial owner. Our nominees maintain professional liability insurance and operate within strict compliance frameworks. The nominee will not approve transactions that are unlawful or that could expose them to personal liability.
Will the nominee director have access to my bank account? +
Signatory arrangements are flexible. In most cases, the nominee is registered with the bank as a signatory (which Swiss banks often require for the account-opening process) but with a collective signature requirement — meaning both you and the nominee must approve transactions above a certain threshold. For day-to-day operations, you typically have sole signatory power. The exact arrangement is defined in the fiduciary agreement.
Can I replace the nominee director later? +
Yes. The fiduciary agreement includes a pre-signed resignation letter. You can replace the nominee at any time by holding a shareholders' meeting to appoint a new director. This is common when a client relocates to Switzerland and no longer needs a nominee, or when they want to appoint a different person. The transition takes approximately 1-2 weeks to process through the Commercial Register.
Is the arrangement confidential? +
The nominee director's name is publicly visible in the Commercial Register, as required by law. The beneficial ownership information is not publicly accessible but must be maintained in the company's share register and is available to authorities upon request. Switzerland has transparency requirements under anti-money laundering regulations, so the identity of the beneficial owner must be properly documented and disclosed to the company's bank.
How much does a nominee director cost? +
Nominee director fees are billed annually and depend on the complexity of the company structure and the scope of duties. A standard engagement for a holding company or dormant entity starts from CHF 3,000 per year. Active trading companies with more frequent signatory requirements may incur higher fees. Contact us for a personalised quote.
Does the nominee director attend board meetings? +
Yes. The nominee attends the annual formal board meeting as required by Swiss corporate law. Additional meetings can be arranged as needed. Board resolutions can also be passed by circular resolution (written consent) without a physical meeting, which is common practice for routine matters.
Can a nominee director also serve as the company secretary? +
Swiss law does not require a formal company secretary role as in common law jurisdictions. However, the nominee can take on administrative functions such as maintaining the share register, preparing board minutes, and handling Commercial Register filings — effectively serving as the corporate governance point of contact.
What qualifications do your nominee directors have? +
Our nominees are qualified professionals with backgrounds in law, finance, or corporate governance. They hold Swiss residence permits, are registered with local authorities, and have experience serving on boards of Swiss companies across multiple industries. Alex Rohrer personally selects and supervises all nominees.
Can I have more than one nominee director? +
Yes. Some company structures benefit from having two or more Swiss-resident directors — for example, when collective signatory authority is required by the bank or when the company needs to demonstrate greater Swiss substance for tax or regulatory purposes. We can provide multiple nominees as needed.
What happens if I relocate to Switzerland? +
If you obtain Swiss residency, you can replace the nominee director with yourself. The nominee will resign per the pre-signed resignation letter, and you will be appointed to the board via shareholders' resolution. We handle all Commercial Register filings for a seamless transition.
Do I need a registered office in addition to a nominee director? +
Yes. Every Swiss company must have both a registered office address and at least one Swiss-resident representative. Most clients combine our nominee director service with our registered office at Seefeldstrasse 69, 8008 Zurich for a complete compliance package.
Is a nominee director legal in Switzerland? +
Yes. Nominee directorships are fully legal in Switzerland and are widely used by international businesses. The arrangement is governed by a fiduciary agreement under Swiss contract law. The nominee is registered in the Commercial Register as a formal board member, fulfilling the residency requirement of Art. 718 para. 4 of the Code of Obligations.
Your Expert

ALEX ROHRER.

Founder & Managing Partner of Rohrer Consulting. Corporate and tax lawyer with Big Four experience. Alex personally oversees every client engagement, providing direct expert counsel from initial consultation through to completion.

Background

Corporate & Tax Law, Big Four International Consulting

Location

Seefeldstrasse 69, 8008 Zurich

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AR
Founder

Ensure Your Company's Compliance

Speak with Alex Rohrer about appointing a qualified Swiss-resident nominee director for your company.

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