The Legal Requirement
A Mandatory Statutory Condition
Article 718a of the Swiss Code of Obligations requires that a Swiss company be capable of being represented externally by at least one person domiciled in Switzerland. This applies to both GmbH and AG structures. It is a mandatory statutory requirement with no exceptions.
For non-resident founders, this creates a formation-blocking condition. A company cannot be
entered in the Swiss Commercial Register without a qualifying director in place. Non-
compliance after formation can result in regulatory action and, in extreme cases, enforced
dissolution.
Our Service
What Our Service Provides
- Qualified Swiss-resident director with professional legal background
- Registration as director in the Swiss Commercial Register
- Statutory signatory function for legal and administrative purposes
- Board resolution execution within the agreed authority framework
- Annual general meeting attendance and minute-taking
- Regulatory and third-party correspondence management within scope
- Documented authority matrix limiting the resident director's discretionary powers and protecting the beneficial owner's control
- Director removal and replacement management if the arrangement changes
Who Uses This Service
- Non-resident founders incorporating a Swiss GmbH or AG
- Existing Swiss companies where the resident director has relocated or resigned
- International groups establishing Swiss subsidiaries or holding structures
- Founders who hold B or C permits but are not yet full Swiss residents for directorship purposes
Authority Framework
Protection Through Legal Structure
A resident director service is only as reliable as the legal framework governing it. Our engagement includes a Director Services Agreement that defines precisely what the resident director can and cannot do on behalf of the company. This document covers:
Reserved matters requiring beneficial owner approval
Banking mandates and signature authority limits
The process for issuing binding instructions to the resident director
Termination and succession arrangements
Our resident director service is available on an annual subscription basis. A short due diligence process
applies to all new engagements, consistent with our AML and KYC obligations under the Swiss Anti-
Money Laundering Act.
Onboarding Process
From Engagement to Registration
PROCESS
01
Initial Review
We review the proposed company's business activity, ownership structure, and any regulatory considerations. We confirm that we are able to accept the engagement before any further steps are taken.
02
KYC and Due Diligence
We complete our client identification and due diligence process in compliance with the Swiss Anti-Money Laundering Act. For new formations, this runs concurrently with the formation file preparation.
03
Director Services Agreement
We draft and execute the Director Services Agreement, establishing the authority framework and the full terms of the appointment. This document defines the resident director's scope precisely.
04
Commercial Register Registration
We are registered as director in the Commercial Register. For new formations, this occurs as part of the filing process. For existing companies, a director change filing is made with the relevant cantonal authority.
05
Ongoing Service Delivery
We maintain the director function on an ongoing annual basis, with scheduled review points and proactive communication when compliance actions are required throughout the year.