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.

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:

1. 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.
2. 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.
3. 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.
4. 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.
5. Develop strategies: The leader must develop strategies to deal with current and future challenges to the business, including competition, new technologies, market trends, etc.
6. 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.
7. 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:

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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

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.

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.