
Swiss nominee director and Swiss resident director services
All Swiss companies must be represented by at least one person who is a Swiss resident (art. 718 al. 4 and art. 814 al. 3 of Swiss Code of Obligations). Consequently, at least one member of the board of directors or a manager must meet this requirement.
Nominee Director and resident director in Switzerland
All Swiss companies must be represented by at least one person who is a Swiss resident (art. 718 al. 4 and art. 814 al. 3 of Swiss Code of Obligations). Consequently, at least one member of the board of directors or a manager must meet this requirement.
This criterion may pose a problem for foreign entrepreneurs. For this reason, our firm works with trusted, experienced people who meet the legal criteria for assuming the role of a nominee director, a Swiss director or a Swiss manager.
What are the responsibilities of a director, manager or managing director in Switzerland?
In Switzerland, the responsibilities of a director, manager or managing director vary depending on the role and function in the company, but in general they include the following:
- Managing the day-to-day running of the business: The director is responsible for the day-to-day running of the business, setting up processes, supervising employees and achieving the company’s objectives.
- Comply with the laws and regulations in force: The manager must ensure that the company complies with the laws and regulations in force in tax, social and environmental matters and in all areas applicable to the company’s activity.
- Protecting the interests of the company: The manager must act in the interests of the company and its shareholders and associates, and make decisions that maximize the value of the company.
- Ensure the solvency of the business: The manager must ensure that the business has sufficient financial resources to meet its obligations and achieve its objectives.
- Develop strategies: The leader must develop strategies to deal with current and future challenges to the business, including competition, new technologies, market trends, etc.
- Establish a system of internal control: The leader must establish an effective system of internal control to ensure that the company’s processes are efficient and in compliance with applicable standards.
- Accountability: The manager should be accountable to shareholders, supervisory bodies and authorities, providing regular reports on the state of the business and the decisions taken.
It is important to note that directors, managers and officers are subject to a duty of care and loyalty to the company, shareholders and partners, and may be held liable if they fail to meet their obligations.
Representing your company in Switzerland through the mandate of local director and Swiss nominee director
Our Swiss resident director and Swiss nominee director services can be limited to the role of an administrative manager who is aware of all local regulations and customs. The Swiss resident director and Swiss nominee director does not participate in the operational activity of the company but only acts according to the directives of his clients.
The management of the company is delegated to the bodies in charge of the operational activities. The Swiss resident director and Swiss nominee director with a fiduciary mandate act in the interests of their client and the company. The Swiss resident director and Swiss nominee director acts to protect your interests as a shareholder at meetings of the Board of Directors, votes according to your instructions and can call a general meeting. Each member of the Board of Directors has the right to obtain information on all company matters.
The Swiss resident director and Swiss nominee director can take care of all the steps involved in setting up your company and advise you on drafting the articles of association. We carry out the various administrative procedures relating to the creation of your company. Once your company has been created, we can administer it according to your instructions and manage the correspondence with the various local authorities in accordance with the laws and customs in force in Switzerland.
Your nominee director in Switzerland or Swiss director
Mr. Andrés Taracido is a specialist in the administrative management of Swiss companies, foundations and international companies. He holds, notably, the following diplomas:
- Swiss Certified Expert in Finance and Investments
- AIWM Diploma, Certified International Wealth Manager (CIWM)
- STEP Diploma, Trust and Estate Practitioner (TEP)
- CAS in Taxation of SMEs
He is also a member of professional associations:
- IFA International Fiscal Association
- STEP Society of Trust and Estate Practitioners
- SFAA Swiss Financial Analysts Association
- AIWM Association of International Wealth Management
His experience is based on numerous mandates of director and manager for clients, with representation in relation to commercial and financial activities or holdings in Switzerland and elsewhere.
Communication is in French, English or Spanish.
What are the risks of being a director, manager or managing director in Switzerland?
As a director, officer or manager in Switzerland, there are legal, financial and reputational risks that you may be exposed to if you do not properly perform your duties and obligations. The main risks you may face include:
- Liability: If you fail to meet your obligations, you may be held liable for damages caused to the company or to third parties. You may be liable to reimburse the company or third parties for financial losses.
- Criminal liability: If you commit criminal offences in the course of your duties, you could be prosecuted and sentenced to a prison term or a fine. Criminal offences may include fraud, bribery, falsification of documents, abuse of power, etc.
- Tax liability: If you fail to comply with the company’s tax obligations, you could be held personally liable for the company’s tax liabilities.
- Liability to employees: You are responsible for complying with labor laws and regulations and the working conditions of your employees as well as for paying social security contributions. If you fail to comply with these obligations, you may be prosecuted.
- Responsibility to shareholders: You are responsible for the use of the company’s funds and for maximizing value for shareholders and partners. If you do not fulfil these obligations properly, you could be sued by the shareholders.
- Responsibility for the environment: You are responsible for the company’s compliance with environmental laws and regulations. If you fail to meet these obligations, you may be liable for environmental damage caused by the business.
It is therefore important that you take your duties and obligations seriously and inform yourself of the applicable laws and regulations in order to minimize the risks you face.
Swiss resident director professional services
The Swiss resident or nominee director of a Swiss company or the manager of a Swiss LLC offers advice and services in the following cases:
- Formation of your company in Switzerland
- Administrative management
- Negotiation of tax allowances with the tax authorities
- Representation before banks when opening bank accounts
- Advice on corporate insurance
- Defence of your interests before the authorities
- Administrative management of your company in Switzerland
- Domiciliation services and registered address services in Switzerland
Additional services offered by the Swiss Nominee Director and the Swiss Resident Director
01
Managing services
The local administrator and manager acts in the interest of his client and the company and can take over the administrative management of the company in Switzerland.
02
Formation of companies in Switzerland
The establishment of a company in Switzerland must follow a precise and regulated procedure. The administrator can also advise you on the best legal structure.
03
Opening of bank accounts in Switzerland
The company will need the use of a bank account. The opening of the bank account can be complex, the administrator can handle the whole process directly with the bank.
04
Representation services
In Switzerland, companies are required by law to be represented by at least one person resident in Switzerland for reasons of transparency and accountability.
05
Swiss company winding-up
We can liquidate your Swiss company for you. The liquidation procedure must follow a number of essential steps. The liquidator can take care of the entire process.
Swiss resident and nominee director services
The local manager/director is in charge of the administrative aspect of the running of the business and is not involved in its operational activity.
The nominee director of a Swiss company, the Swiss director or the manager of a Swiss LLC deals with all stages in setting up your company in Switzerland. We accomplish the administrative formalities involved in setting up your company. When your company has been set up, we can deal with its administration by managing contacts with the many local bodies.
We understand that navigating the complex legal and regulatory landscape in Switzerland can be challenging, especially for foreign businesses and entrepreneurs. That’s why we offer a wide range of administrative services, including accounting, tax, VAT, payroll, and secretary services. Our team has extensive knowledge of Swiss laws and regulations, and we stay up to date with any changes or updates that may affect our clients.
Our Swiss fiduciary provides these services through both Swiss residents and Swiss nominee directors, depending on the specific needs and requirements of each client. Our Swiss residents are highly experienced and knowledgeable in Swiss accounting, tax, and payroll regulations, and can provide comprehensive support to businesses operating in Switzerland. Our Swiss nominee directors offer a more discreet service, providing a name and address for the company’s public records, while ensuring that all administrative tasks are carried out in compliance with Swiss laws and regulations.
In Switzerland, the law requires that companies be represented by at least one person resident in Switzerland for reasons of transparency and accountability. This person, called the legal representative or director of the company, is considered responsible for the company in terms of relations with the Swiss authorities and compliance with Swiss laws and regulations.
In addition, the presence of a legal representative resident in Switzerland also facilitates exchanges between the company and the Swiss authorities, in particular in the event of litigation or legal proceedings. It also ensures efficient and timely communication between the company and its Swiss partners, such as banks, suppliers and customers.
In summary, the Swiss residency requirement for legal representatives of companies is intended to ensure transparency, accountability and compliance with Swiss law.
The Swiss nominee or the Swiss resident director services provides the residency requirement and may include accounting, tax, VAT, payroll, and secretary services, provided by both Swiss residents and Swiss nominee directors. The services are designed to help businesses comply with Swiss laws and regulations and free them from the burden of administration so they can focus on growing their business.
Formation of companies in Switzerland
The creation of a company in Switzerland must follow a precise and regulated procedure. Therefore, it is essential that this step is carried out and advised by experts such as a director of a corporation or a manager of a limited liability company. For this purpose we work with reliable partners.
We advise on decisions such as the form (SA/AG, SARL/GMBH), the capital, or the registered office, in order to propose the legal structure adapted to your activity.
Thanks to the mandate of local administrator and Swiss nominee director, Swiss and foreign non-resident entrepreneurs benefit from a personalized assistance throughout the process of creating a company in Switzerland. This assistance includes:
- assistance in the choice of the legal form of the company (limited company, Sàrl, individual name…) ;
- checking the name of the company with the company register;
- notarial procedures and authentication of the foundation acts (notarial deed of incorporation, articles of association, declaration of acceptance of the members of the board of directors…);
the opening of the consignment account (deposit of the capital); - the signature of the deed of incorporation;
- the opening of the company’s current account;
- registration in the commercial register;
registration with the Federal Tax Administration for VAT; - registration with the social security system;
- drawing up the chart of accounts.
Opening of bank accounts in Switzerland
We know that for your company, opening a bank account is essential. That’s why our directors and managers offer a bank account opening service for companies in Switzerland, to provide you with a banking solution that suits your needs.
Switzerland is known for its high quality banking system, characterized by high quality services, discretion and access to efficient financial products and several currencies. We work with several banking institutions in Switzerland, depending on your strategy and needs.
Our bank account opening service for companies in Switzerland is designed to be simple and fast. We take care of the entire process of opening a bank account, from preparing the necessary documents to negotiating the terms and conditions with the bank.
We are convinced that our bank account opening service for companies in Switzerland can help your company access high quality banking services and efficient financial products. Please contact us to find out more about our services and how we can help you open a bank account in Switzerland.
Representation services
Our Swiss administrators and Swiss directors are here to help your company navigate the complex world of Swiss government agencies, ensuring that all of your interactions with these authorities and tax administrations are handled in a serious and efficient manner.
Once implemented, your company will have many interactions with the Swiss authorities, including meeting legal and regulatory requirements. That is why we offer our representation services to ensure that your company is administered in an efficient and professional manner.
Our directors of Swiss corporations and Swiss LLCs have extensive experience in managing interactions with Swiss authorities. We are here to help you meet all legal requirements, process permit applications, file documents with the authorities and respond to any requests that arise.
By choosing our representation services, you can be sure that your business is in the hands of competent and experienced professionals.
We are here to ensure effective representation of your company before the Swiss authorities, while guaranteeing that all legal and regulatory requirements are met.
We are convinced that our representation services before Swiss authorities can help your company to prosper in full compliance with Swiss laws and regulations. Please contact us to learn more about our services and how we can help you effectively manage your interactions with Swiss authorities.
Swiss company winding-up
We can carry out the liquidation of your company for you. This step requires following a regulated procedure of which it is essential to know the details. Once the assets are liquidated, we proceed for you to the administrative steps of deletion with the various organizations to which your company was referred.
There may be several reasons for liquidating a company. Some of them may include :
The end of the company’s activity: If the company is no longer profitable or has no future prospects, liquidation may be the best option to end the company’s activity.
Conflicts between partners: Disagreements between partners can lead to a deadlock and prevent the business from operating effectively. Liquidation may be the best way to resolve these conflicts.
Inability to repay debts: If the business can no longer repay its debts, liquidation can pay off creditors and bring the business to a close.
Business restructuring: Liquidation may be a necessary step in a business restructuring, which may include merging with another business or creating a new business.
Retirement or succession of the owner: If the owner of the business wishes to retire or transfer the business to a family member or a third party, liquidation may be necessary to wind up the existing business and transfer the assets to a new business.
In any case, winding up a business is an important decision that should be made after careful consideration and with the assistance of a qualified lawyer or a Swiss fiduciary to ensure that all steps are carried out correctly and that the interests of all parties involved are protected.
In practical terms, it is a matter of saving time by outsourcing these steps to our fiduciary in Geneva, so that this step is carried out in an efficient and serious manner.
The administrator and the local manager can also proceed with the liquidation of the company. Their functions are then the following:
- the realization of the administrative steps related to the dissolution of the company (authenticated deeds, requisition of registration of the dissolution with the commercial register…) ;
- the publication of the calls to creditors via the Swiss Official Gazette of Commerce;
the establishment of the opening balance sheet, the annual balance sheets and the closing balance sheet; - the distribution of the liquidation profit;
the realization of the administrative steps relative to the deletion of the company name from the commercial register.
Here are the essential steps to follow to liquidate a company in Switzerland:
Making the decision to dissolve: The Board of Directors must make the decision to dissolve, registering a name change with the Registre du Commerce by adding the words “In liquidation”. A liquidator, who can be a member of the company or a qualified external person, is appointed to manage the dissolution process.
Official announcement: The dissolution must be announced to the Trade Register and published three times in an official newspaper (FOSC – Feuille d’avis officielle) to inform interested third parties and allow creditors to assert their claims.
Liquidation balance sheet: The liquidator must draw up a complete balance sheet of the company’s assets and liabilities, value the assets and determine the debts based on the liquidation value.
Special meeting: A special meeting of the shareholders must be held to consider the claims and authorize the liquidation balance sheet.
Dissolution: The liquidator must realize the assets, terminate the current contracts and settle the business necessary for the liquidation, and pay the company’s creditors.
Waiting period: Distribution of the liquidation surplus cannot be made until after one year, unless a certificate is obtained from a qualified auditor that third-party debts are paid, in which case the period may be shortened to three months.
Closing balance sheet: Once the assets have been realized, the debts paid and the taxes paid or provisioned, the liquidator draws up the closing balance sheet, which serves as a basis for the distribution of the liquidation dividend.
Approval of the General Assembly: The General Assembly must approve the closing balance sheet.
Audit report: To shorten the liquidation period to three months.
Tax return: The tax return must be completed and submitted with the financial statements.
Distribution of assets: Once all debts have been repaid, the remaining assets of the company are distributed to the shareholders or partners, according to their respective rights.
Delisting of the company: The liquidator must send a request for delisting to the Commercial Registry. The deletion can only be carried out after having obtained the authorization of all tax, cantonal and federal administrations.
Retention of accounting documents: The accounting documents of the company must be kept for 10 years, and 20 years for documents relating to real estate transactions in Switzerland.
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