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.
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.
What Is Included.
Board Appointment
Formal appointment as board member, registered in the Commercial Register
Fiduciary Agreement
Detailed agreement governing the relationship, responsibilities, and resignation terms
Liability Insurance
Professional liability coverage for the nominee director included
Pre-Signed Resignation
Resign-on-demand letter for seamless future transitions
Board Meeting Attendance
Annual board meeting attendance and circular resolution support
Bank Signatory
Collective signatory setup with Swiss banks as required
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.
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:
Costs & Timeline.
| Component | Amount | Notes |
|---|---|---|
| Nominee Director (annual) | From CHF 3,000/year | Holding companies and dormant entities. |
| Active Trading Company | From CHF 5,000/year | More frequent signatory and compliance duties. |
| Commercial Register Filing | CHF 600 - 1,200 | Government fee for director registration. |
| Fiduciary Agreement Setup | Included | Drafted by our legal team, no extra charge. |
| Appointment Timeline | 1-2 weeks | From engagement to Commercial Register entry. |
Frequently Asked Questions.
Is a nominee director liable for the company's debts?
Will the nominee director have access to my bank account?
Can I replace the nominee director later?
Is the arrangement confidential?
How much does a nominee director cost?
Does the nominee director attend board meetings?
Can a nominee director also serve as the company secretary?
What qualifications do your nominee directors have?
Can I have more than one nominee director?
What happens if I relocate to Switzerland?
Do I need a registered office in addition to a nominee director?
Is a nominee director legal in Switzerland?
Complete Your Setup.
Registered Office
Combine your nominee director with a premium Zurich registered office address.
Accounting & Tax
Annual accounts and tax returns handled alongside your directorship compliance.
Shelf Company AG
Buy a ready-made Swiss AG with a nominee director already in place.
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.
Corporate & Tax Law, Big Four International Consulting
Seefeldstrasse 69, 8008 Zurich
Ensure Your Company's Compliance
Speak with Alex Rohrer about appointing a qualified Swiss-resident nominee director for your company.
Arrange a Consultation