Nominee Director in Switzerland.
Professional board representation for foreign-owned Swiss companies. Fulfill the legal residency requirement under Art. 718/814 OR with qualified fiduciary professionals.
Appointment
48h
Transfers Done
500+
Swiss Resident
100%
Insurance
D&O
Entity Types
AG/GmbH
Compliance
Full
What Is a Nominee Director?
A nominee director is a qualified Swiss-resident professional who serves on your company's board of directors in a fiduciary capacity. The arrangement allows foreign entrepreneurs to own and control a Swiss company while meeting the mandatory residency requirement for board representation.
Under Swiss law, this requirement is non-negotiable: Art. 718 para. 4 OR (for AG) and Art. 814 para. 3 OR (for GmbH) stipulate that at least one person authorized to represent the company must be domiciled in Switzerland. The commercial register (Zefix) will not approve a registration without this requirement being met.
Why You Need a Nominee Director
If you are a foreign national or a company without Swiss-resident personnel, you cannot register an AG or GmbH without at least one Swiss-based director with signatory power. This applies whether you are forming a new company through company formation, purchasing a shelf company AG, or restructuring an existing entity.
The residency requirement ensures that Swiss authorities and business partners always have a local point of contact who can be reached under Swiss jurisdiction. It also serves regulatory and compliance purposes under the FINMA framework.
Legal Responsibilities & Fiduciary Duties
A nominee director carries the same legal duties as any board member under Swiss corporate law. These include:
Duty of care (Art. 717 OR) — act with the diligence of a prudent businessperson
Duty of loyalty — act in the best interest of the company, not personal gain
Confidentiality — maintain strict secrecy regarding company affairs
Liability (Art. 754 OR) — personal liability for damages caused by breach of duty
Compliance — ensure adherence to Swiss corporate governance standards and Swiss Code of Obligations (OR)
How It Works with Foreign Owners
The foreign beneficial owner retains full economic ownership and strategic decision-making power. A clear mandate agreement defines the exact scope and limitations of the nominee director's authority. Day-to-day business decisions remain with the owner; the nominee handles Swiss regulatory compliance, local document execution, and serves as the official Swiss contact for authorities.
This arrangement is fully transparent to Swiss tax authorities and the Federal Tax Administration (ESTV). Combined with a registered office, it provides the complete Swiss corporate infrastructure required by law.
Our Service: Qualified Professionals
Our nominee directors are experienced Swiss corporate professionals with backgrounds in law, finance, and business administration. Each carries directors and officers (D&O) liability insurance and undergoes continuous compliance training. We do not provide passive figureheads — our directors actively fulfill their legal obligations and protect your company's interests.
Ongoing Obligations
Attending or approving board resolutions (circular resolutions permitted)
Signing annual financial statements as required by Art. 958 OR
Ensuring timely commercial register filings for any corporate changes
Maintaining proper corporate governance documentation
Monitoring compliance with anti-money laundering obligations
Combination with Shelf Company Purchase
One of the most common use cases is appointing a nominee director simultaneously with a shelf company purchase. This ensures immediate compliance from day one — the company is transferred with a qualified Swiss board member already in place, allowing the new owner to begin operations without delay. Read more in our guide: Nominee Director Explained.
Appointment Timeline
Consultation & KYC
Initial consultation to understand your requirements. KYC/AML verification of the beneficial owner is conducted as required by Swiss regulations.
Day 1
Mandate Agreement
A detailed mandate agreement is drafted and signed, defining the scope of authority, limitations, reporting obligations, and termination conditions.
Day 1–2
Board Resolution
A formal board resolution is passed appointing the nominee director. The resolution specifies signatory rights (individual or collective).
Day 2
Commercial Register Filing
The appointment is filed with the Swiss Commercial Register. Notarization may be required depending on entity type and canton.
Day 2–3
Confirmation & Activation
The commercial register confirms the entry. The nominee director is now officially recorded and the company is fully compliant with Swiss residency requirements.
Day 5–7
Need a Swiss-Resident Director?
Contact us for a confidential consultation. We match you with a qualified nominee director within 48 hours.
Complementary Services
Frequently Asked Questions
What is a nominee director in Switzerland?
A nominee director is a qualified Swiss-resident professional who serves on your company's board of directors to fulfill the legal residency requirement. They act in a fiduciary capacity while the beneficial owner retains strategic control of the company.
Why do I need a nominee director?
Under Art. 718 para. 4 OR (AG) and Art. 814 para. 3 OR (GmbH), at least one person authorized to represent the company must be resident in Switzerland. If no beneficial owner or employee meets this requirement, a nominee director is necessary for commercial register compliance.
What are the legal responsibilities?
A nominee director has the same fiduciary duties as any board member: duty of care (Art. 717 OR), duty of loyalty, confidentiality, and liability for damages caused by breach of duty (Art. 754 OR). They must act in the best interest of the company at all times.
How does it work with foreign owners?
The foreign owner retains full economic ownership and strategic decision-making power. The nominee director handles Swiss regulatory requirements, signs necessary documents locally, and ensures compliance. A clear mandate agreement defines the scope and limitations.
What is the liability of a nominee director?
Under Art. 754 OR, directors are personally liable for damages caused intentionally or through negligence. Our nominee directors carry D&O (Directors and Officers) liability insurance to protect both the company and the director.
Can the nominee also serve as company representative?
Yes. A nominee director can be granted individual or collective signatory power (Unterschriftsberechtigung) and can represent the company before Swiss authorities, banks, and the commercial register.
How long does the appointment take?
The nominee director can be appointed within 48 hours. The commercial register entry typically takes an additional 3–5 business days after filing.
Is the arrangement confidential?
The nominee director's name appears in the public commercial register. However, the nominee arrangement itself and the identity of the beneficial owner are protected by Swiss professional secrecy obligations and are not publicly disclosed.
Can I combine this with a shelf company purchase?
Yes. This is one of the most common arrangements. When purchasing a shelf company AG, our nominee director can be appointed simultaneously, ensuring compliance from day one.
What qualifications do your nominees have?
Our nominee directors are experienced Swiss professionals with backgrounds in law, finance, or business administration. They carry professional liability insurance and undergo continuous compliance and regulatory training.
Can I replace the nominee director later?
Absolutely. The nominee director arrangement can be terminated at any time. Once you have a Swiss-resident person available to serve on the board, the transition is handled through a standard board change filed with the commercial register.