Nominee director in Switzerland — the resident director requirement solved

The residence requirement is the one rule every foreign founder of a Swiss company meets sooner or later: under Art. 718 para. 4 OR (applied to the GmbH via Art. 814 para. 3), the company must be able to be represented by at least one person resident in Switzerland — a director, board member or registered signatory. If nobody in your structure lives in Switzerland, a fiduciary resident director (widely marketed as a nominee director) closes the gap: a Swiss-resident professional joins the board or management, is entered in the commercial register and holds signing authority. Our mandates cost CHF 2'750–2'950 per year (as of July 2026) and are governed by a written mandate contract.

What the resident director actually does

The mandate has a statutory core and an agreed perimeter. The statutory core cannot be contracted away: the director is a company organ, owes duties of care and loyalty, signs where the law demands an organ's signature and answers personally for social security and withholding-tax arrears. The agreed perimeter defines everything else — whether the mandate holder approves payments, signs contracts, deals with banks or stays out of daily operations entirely. In a typical set-up the foreign owner keeps operational signing rights, while the fiduciary director provides the register entry, receives official correspondence and reviews the annual accounts before signing them off. The wider service context — board mandates, management mandates, domiciliation — is described on the mandates page.

Cost structure of a fiduciary mandate

Providers advertising resident directors at a few hundred francs per year rarely price in what the role legally is; the fee reflects personal liability, not minutes worked. The administration package covers the day-to-day layer — correspondence, deadlines, authorities — beneath the mandate.

Representation services beyond the board seat

The director mandate is one piece of what foreign owners usually need as a package — representation services that make the company actually operable from abroad. In practice that bundle has four parts: the registered business address with the domicile declaration for the register; the resident director or managing director who satisfies Art. 718/814 OR; signing authority arranged so that filings, bank instructions and contracts can be executed in Switzerland without flying in; and the administrative layer — bookkeeping, VAT returns, payroll and register filings — described under administration. Buying these from one provider is not just convenience: banks and tax authorities read a coherent setup (address, director and accounting in the same hands, in the same canton) as substance, while a patchwork of unrelated providers across cantons invites questions.

Compliance: what a mandate is not

Swiss practice draws a hard line between a fiduciary director and a straw man. The mandate holder must know the business, the money flows and the beneficial owner — banks verify the beneficial owner independently under anti-money-laundering rules, and the register entry of a GmbH shows the quota holders regardless. Expect a serious mandate holder to run KYC on you, demand access to the accounts, and refuse structures whose only purpose is to obscure control. If a provider promises invisibility, walk away: the promise fails at the first bank onboarding, and the director's liability makes such mandates unstable — they end abruptly the moment risk materialises.

When a nominee director is the wrong tool

• You plan to relocate anyway. With a B or C permit and Swiss residence you satisfy the requirement yourself — save the fee and appoint yourself from day one.
• You have a trusted Swiss-resident employee. Granting signing authority to a local hire fulfils Art. 718 para. 4 without an external mandate; many clients switch to this model after the first year.
• You want the director to run the business. A fiduciary mandate provides compliance and oversight, not entrepreneurship — an operating CEO must be hired, not mandated.
• The structure only exists to hide ownership. No reputable Swiss fiduciary will carry it, and the design collapses at bank KYC.

If the requirement applies to your formation — most commonly a Swiss GmbH or AG owned from abroad — describe the set-up through the contact form; you will receive a fixed quote and the mandate contract draft within one working day.