Board and management mandates in Switzerland

The residence requirement is the reason this service exists. Art. 718 para. 4 of the Swiss Code of Obligations states that a company must be capable of being represented by a person who is resident in Switzerland, and that this person must be a member of the board of directors or an executive officer; Art. 814 para. 3 CO applies the same rule to the managing directors of a GmbH. If none of the founders lives in Switzerland, the commercial register will refuse the entry — however good the business plan. A fiduciary mandate closes exactly this gap, legally and quickly.

What the market calls a nominee director — and where the legal limits of that label sit — has its own guide: nominee director in Switzerland.

The legal requirement in detail

Art. 718 para. 4 CO sets a representation requirement, not a nationality requirement. What counts is residence (Wohnsitz) in Switzerland; citizenship is irrelevant. The requirement is met when at least one board member or executive officer with individual signing authority is resident in Switzerland — or two such persons with joint signature at two. The commercial register checks this at formation and at every mutation: if the last resident signatory leaves the board, the register office sets a deadline and can escalate to dissolution proceedings if the company fails to restore compliance.

Three consequences follow for foreign founders. First, the requirement applies from day one — it must be solved before formation, not after. Second, it is permanent: a resident signatory must exist for the whole life of the company. Third, it interacts with the registered address: both a Swiss address and a Swiss-resident representative are needed, which is why the mandate is often combined with a business address as a substance package from one provider.

Board mandate or managing director mandate

Which mandate you need follows from the legal form. The AG (Aktiengesellschaft) is run by a board of directors (Verwaltungsrat); the GmbH by managing directors (Geschäftsführer):

Both mandates are entered in the commercial register and visible on Zefix. The published fees assume a standard company without regulated activity; the exact scope is fixed in the mandate agreement before the register filing.

What the mandate includes — and what it does not

A fiduciary mandate from Gründung Schweiz covers the statutory role, not the running of your business. Included in the annual fee:

• Entry in the commercial register as board member or managing director with signing authority
• Fulfilment of the residence requirement (Art. 718 para. 4 / Art. 814 para. 3 CO)
• Exercise of the non-transferable statutory duties: oversight of finances, attendance at required resolutions, signature of the annual accounts
• Availability for banks, auditors and authorities as the Swiss-resident contact
• A defined number of signatures and resolutions per year, listed in the mandate agreement

Not included, and quoted separately where wanted: day-to-day operational management, bookkeeping and payroll (see administration services), VAT representation, contract negotiation, and any activity requiring a licence. The mandate holder is your statutory organ, not your outsourced CEO — mixing the two roles is precisely what distinguishes a professional mandate from the risky variant.

Liability — and why serious providers insist on KYC

Art. 754 CO makes every board member and managing director personally liable for damage caused by intentional or negligent breach of duty — towards the company, its shareholders and its creditors. On top of that come personal exposure for unpaid AHV social security contributions and, in defined cases, liability for certain taxes. None of this disappears because the office is held on a fiduciary basis. The register does not know a light version of the office.

This is the economic logic behind proper client vetting. A mandate holder who accepts office for an unknown beneficial owner with an unverifiable business model is betting personal assets on a stranger's honesty. Professional providers therefore verify the identity of beneficial owners, the origin of funds and the plausibility of the business activity before accepting office, put an indemnity and information rights into the mandate agreement, and resign visibly when cooperation duties are breached. If a provider skips these steps, the mandate is cheap for a reason — the provider either does not understand the liability or does not intend to perform the duties.

Red flags with cheap nominee services

Nominee director offers below roughly CHF 1'000 per year circulate online, mostly from offshore-oriented intermediaries. Typical warning signs, seen from a Swiss fiduciary practice:

• No KYC: office accepted without identifying the beneficial owner — a provider indifferent to money-laundering exposure will be equally indifferent to your company.
• Mass mandates: one person holding dozens or hundreds of directorships cannot perform Art. 716a duties; banks recognise these names and flag the applications.
• No written mandate agreement: without defined duties, indemnities and information rights, both sides are unprotected.
• No involvement in the accounts: a director who never sees the books cannot lawfully sign the annual financial statements.
• Instant resignation clauses marketed as a feature: a director who plans to vanish when questions arrive leaves the company blocked with the register and the bank.

The pattern to look for instead: personal identification, a real conversation about the business, a contract with mutual obligations, and a fee that reflects actual work and actual risk.

How the mandate is set up

1. Scope call

   Legal form, activity, banking plans, expected signature volume. You receive a written fixed quote — the published fee for standard cases, an individual one for complex setups.

2. KYC and documentation

   Identification of beneficial owners and shareholders, verification of the business model and origin of funds. Standard cases complete within a few working days.

3. Mandate agreement

   Signature of the agreement covering duties, cooperation obligations, indemnity, information rights, fees and termination.

4. Register filing

   Election of the mandate holder by the competent body and entry in the commercial register — at formation as part of the founding documents, for existing companies as a mutation of officers (CHF 150 plus register fees).

5. Ongoing mandate

   The mandate holder exercises the statutory role, signs within the agreed scope and remains the Swiss-resident contact for banks, auditors and authorities.

Fees for mandates and related services

All fees fixed per year unless stated, exclusive of VAT (currently 8.1%):

The complete fee schedule, including formation and accounting, is on the pricing page.

When a mandate is not the right solution

A fiduciary mandate is the standard tool for non-resident founders — but not the answer to everything. Cases where we advise differently:

• You are relocating to Switzerland anyway. Once you hold a residence permit and live here, you satisfy Art. 718 para. 4 CO yourself; a paid mandate adds cost without benefit beyond the transition months.
• The company needs an active local manager. A statutory mandate deliberately excludes operational management. If the business needs someone running it in Switzerland, hire a real managing director — the mandate would create a gap between register and reality.
• Regulated activity. Asset managers, financial intermediaries and other FINMA-relevant businesses need governance designed for supervision, not a standard fiduciary setup.
• The economics do not carry the structure. A Swiss company means mandate, address, accounting and register duties every single year. For very small or dormant projects, an honest calculation sometimes says: not yet.

If the mandate is the right tool, the natural starting point is the Swiss company formation overview — mandate, address and formation are cleanest when planned together, and the combined costs are transparent from the start.