What is the role of the director, manager and resident director of a company in Switzerland?

What is the role of the director, manager and resident director of a company in Switzerland?

The role of the resident director or manager of a company in Switzerland is to serve as the legal representative of the company in relation to local authorities, business partners and clients. According to Article 718 paragraph 4 and Article 814 paragraph 3 of the Swiss Code of Obligations, all Swiss companies must be represented by at least one person resident in Switzerland. This person must be appointed as the legal representative of the company and must be registered in the Swiss commercial register.

The purpose of this requirement is to ensure that every company in Switzerland is represented by a person with a residence in Switzerland for liability purposes and to ensure the protection of creditors, employees and third parties such as tax authorities and social security contributions. This implies a thorough knowledge of the Swiss administrative, legal and tax system. It ensures that companies in Switzerland comply with federal and cantonal laws and Swiss governance standards.

The person resident in Switzerland who represents the company may be a member of the board of directors, a manager or a director. This person must be a natural person, i.e. a natural person domiciled in Switzerland with a valid residence permit. It is important that this person can be easily contacted by local authorities, business partners and customers.

Companies that do not comply with this requirement may be subject to sanctions and may very quickly be forced by a court to cease their activities in Switzerland. In addition, individuals representing the company should be aware of their responsibilities and should ensure that the company complies with all applicable laws and regulations in Switzerland.

What are the responsibilities of the director?

The responsibilities of the Swiss resident director or manager may include :

• Assuming legal responsibility for the company in Switzerland: The resident director or manager is responsible for the company's compliance with Swiss laws and regulations, including tax laws, labor laws, data protection laws, etc.

• Acting as a point of contact with local authorities: The resident director or manager is responsible for communication with local authorities, such as tax authorities, courts, etc.

• Managing business relationships: The resident director or manager may be responsible for managing business relationships with the company's business partners and clients in Switzerland.

• Preparing and submitting reports: The resident director or manager is responsible for the preparation and submission of tax reports, annual reports, compliance reports and other legal documents required by the Swiss authorities.

• La tenue du registre des actionnaires: Cela implique de maintenir à jour un registre où sont inscrits tous les actionnaires et les bénéficiaires économiques de la société ainsi que les détails pertinents tels que le nombre d'actions détenues, les types d'actions, et les changements dans la propriété des actions. Ce registre des actionnaires et des ayants-droits économiques doit être précis pour assurer la clarté sur la propriété de l'entreprise, essentielle pour la gouvernance d'entreprise et la conformité réglementaire.

• Veiller à la conformité des inscriptions au registre du commerce: Cela nécessite de s'assurer que toutes les informations enregistrées sur l'entreprise au registre du commerce sont exactes et à jour. Cela inclut l'adresse de l'entreprise, les détails sur sa direction, sa forme juridique, son capital, et d'autres informations légales importantes. Cette conformité est cruciale pour la validité légale des actions de l'entreprise et pour maintenir la confiance des parties prenantes et des autorités régulatrices.

The requirement that all Swiss companies be represented by at least one person resident in Switzerland is an important aspect of Swiss corporate regulation. It ensures that companies operate in compliance with local and international laws and regulations and ensures smooth communication with local authorities. Companies should therefore ensure that at least one member of their board of directors, managing director or chief executive officer meets this requirement to avoid any sanctions or suspension of their activities in Switzerland.

The role of the resident director or manager of a company in Switzerland is crucial for the legal and tax compliance of the company. It is therefore important to choose a qualified person to fulfil this role and to ensure that this person is able to fulfil the legal obligations and to represent the company effectively with the local authorities and business partners in Switzerland.

Ultimately, it is the company's responsibility to find a qualified and competent person to fill this important position. Companies can hire professionals such as Swiss fiduciary resident director or the Swiss nominee director, lawyers or business advisors to help them find a qualified person to fill this position or they can use specialist recruiters to find suitable candidates.

The Swiss resident director or the Swiss nominee director services

A Swiss resident director or the Swiss nominee director may be a qualified person to take on the role of legal representative of a company in Switzerland, but this depends on their knowledge and experience of Swiss law and taxation. As an expert in fiduciary management, he or she will have a thorough knowledge of the tax and legal regulations in Switzerland, which can be an asset in fulfilling the duties of a company's legal representative.

It is important to consider not only the administrative, financial, tax and legal skills of a Swiss resident director or the Swiss nominee director, but also his or her representation and communication skills, when choosing the most qualified person to take on the role of legal representative of a company in Switzerland.

Contact us to start your initial consultation now. We would be delighted to get to know you and work with you to define the next steps in appointing your company's administrator in Switzerland.

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