Resident director and manager
A person domiciled in Switzerland to represent your company
Every Swiss stock corporation (SA) and every limited liability company (Sàrl) must be able to be represented by a person domiciled in Switzerland. When your shareholders or directors live abroad, we take on this role, with the duties and responsibilities that come with it.
On this page
What the law says
For an SA, a board member or an executive officer
The company must be able to be represented by a person domiciled in Switzerland, who is a member of the board of directors or an executive officer.Source: art. 718 para. 4 CO
For a Sàrl, a managing officer or an executive officer
The same requirement applies: a managing officer or an executive officer domiciled in Switzerland must be able to represent the company. A Sàrl has no board of directors: its management bodies are its managing officers.Source: art. 814 para. 3 CO
When nobody meets this requirement
The company's organisation is incomplete. A partner, a shareholder or a creditor may ask the court to take the necessary measures.Source: art. 731b CO, applicable to the Sàrl through art. 819 CO
What our mandate covers
Registration in the commercial register
We accept the mandate in writing, file our signature and follow the registration through to its publication.
Representing the company in Switzerland
The authorities, the commercial register, the tax administration and the social insurance funds have a point of contact domiciled in Switzerland.
Decisions reserved to the governing body
We take part in the decisions the law reserves for the board of directors or the managing officers: approving the accounts, convening the general meeting, signing the documents that commit the company.
Monitoring the company's obligations
Books kept, social contributions and taxes paid when due: we monitor what a governing body is accountable for.
An outside perspective on your decisions
Before an important financial or legal decision, management can draw on our experience of the companies we support.
Appointing a representative domiciled in Switzerland
Tell us about your company: its legal form, its activity and who owns it. We review the file and send you a written quote.
Framework and conditions
A genuine governing-body role
We are kept informed of how the company is doing, we have access to its accounts and we take part in the decisions that are ours to take. This is what the law expects of a governing body, and it is a condition of our engagement.
An identified, active company
Before accepting, we establish who owns the company and who its beneficial owner is, and we check that it carries on a real activity. We accept mandates for operating companies, excluding domiciliary companies.
A defined liability
A governing body is liable towards the company, the shareholders and the creditors, and on a secondary basis for unpaid social contributions. The mandate is therefore set out in a written agreement: information, access to the accounts, terms of resignation and, depending on the case, directors' and officers' liability insurance.Source: art. 754 and 827 CO ; art. 52 AHVG/LAVS
Common questions
Is an executive officer domiciled in Switzerland enough?
Yes. The law requires that a person domiciled in Switzerland can represent the company: for an SA, a board member or an executive officer; for a Sàrl, a managing officer or an executive officer. The choice depends on the organisation you want and on the articles.
Who runs the company?
You continue to run the business. The decisions the law reserves for the governing body are taken with us, on the basis of complete information: this is what makes the mandate sound, for you as for us.
How is the fee set?
It depends on the company's legal form, its activity, its volume and the level of responsibility the mandate involves. You receive a written quote after we have reviewed your case.
How does the mandate end?
In accordance with the agreement, by resignation or removal. The end of the mandate is entered in the commercial register, and the company must appoint a replacement to remain compliant.
Also worth planning
A mandate suited to your company
We review your case and give you a written quote, before any commitment.