Nominee Director Switzerland: Services & Costs (2026)

Forming a Swiss company from abroad is straightforward — until you reach the director residency requirement. Swiss company law requires that at least one director of an AG, or one manager of a GmbH, be a Swiss resident with individual signatory authority. If you cannot satisfy that requirement personally, your Commercial Register application will be rejected before it is ever processed.

A professional nominee director resolves this. At Lawsupport, we have provided Swiss resident director services for over 18 years, supporting more than 1’000 company formations for clients from 40+ countries. This page explains exactly how the service works, what it costs, and what you should know before engaging one.

The Swiss Legal Requirement: Art. 718 CO

The legal basis is unambiguous. Under Article 718 of the Swiss Code of Obligations (CO), a Swiss Aktiengesellschaft (AG) must have at least one member of its board of directors who:

1. Is domiciled in Switzerland, and
2. Holds individual signatory authority (Einzelzeichnungsberechtigung) over the company.

The same principle applies to a Gesellschaft mit beschrankter Haftung (GmbH): at least one manager (Geschaftsfuhrer) must be a Swiss resident with individual signatory authority.

This is not a technicality that can be worked around at a later stage. The cantonal Commercial Register (Handelsregister) will not record a new company — AG or GmbH — unless this condition is met at the time of incorporation. There is no grace period, and there is no exception for foreign-owned companies.

If all founders and intended directors are resident abroad, they must either obtain Swiss residency themselves, or appoint a Swiss-resident professional to serve as director alongside them. This is the nominee director.

What Is a Nominee Director?

A nominee director is a Swiss-resident professional who is formally appointed to the board of your company — or as a manager in the case of a GmbH — for the specific purpose of satisfying the residency requirement under Art. 718 CO.

The nominee director’s name appears in the Commercial Register. They hold the individual signatory authority required by law. They are a real, identifiable individual — not a legal fiction.

What the nominee director is not is an operational decision-maker. The beneficial owner and founder of the company retains full control through shareholder rights: the right to convene and vote at the general meeting, to declare dividends, to appoint and remove directors, and to direct the company’s business through agreed governance structures. The nominee director operates within a carefully defined scope, documented in a formal mandate agreement.

This arrangement is entirely standard in Swiss corporate practice. It is used by the majority of Lawsupport’s international clients who form a Swiss AG or GmbH from outside Switzerland.

What a Lawsupport Nominee Director Does — and Does Not Do

Clarity on scope is essential. Here is precisely what is included and excluded.

The Nominee Director Does:

• Appear in the Commercial Register as a director of your company with individual signatory authority
• Sign documents as required — including resolutions, filings, and administrative documents — within the scope defined by the mandate agreement
• Provide a Swiss address in connection with their directorship (used alongside your company’s registered address)
• Participate in board decisions on agreed terms, in accordance with Swiss company law and the mandate agreement
• Maintain compliance with Swiss corporate governance obligations relevant to their role

The Nominee Director Does Not:

• Make independent operational decisions on behalf of the company
• Have access to company bank accounts unless this is separately agreed and documented
• Provide legal, tax, or financial advice to the company or its owners
• Act as a general representative of the company in commercial dealings without specific authorisation

The boundaries are set in writing, and they are maintained.

The Legal Structure: The Mandate Agreement

Every nominee directorship at Lawsupport is governed by a Mandate Agreement (Mandatsvertrag) signed before the appointment takes effect. This document is not an optional formality — it is the legal foundation of the entire arrangement.

The mandate agreement covers:

• Scope of authority: precisely what the nominee director is and is not authorised to do
• Liability and indemnification: the company and its beneficial owner indemnify the nominee director against liabilities arising from actions taken in good faith within the mandate scope
• Instructions and approval: how the beneficial owner communicates decisions, and which actions require prior approval
• Termination rights: the conditions under which either party may end the arrangement, and the notice period required
• Confidentiality: obligations on both sides

This structure is used across the Swiss corporate services industry and is well-recognised by Swiss courts. It does not conceal ownership — Swiss law requires disclosure of beneficial ownership under the Anti-Money Laundering Act (GwG) — but it does clearly separate operational control from the formal directorship.

Corporate Governance: You Retain Control

The question most founders ask is: if someone else is director, do I still control my company?

The answer is yes — provided the governance structure is correctly set up from the start.

As the shareholder, you hold the highest authority in a Swiss AG or GmbH. The general meeting of shareholders (Generalversammlung) appoints and removes directors, approves annual accounts, declares dividends, and can amend the articles of association. The nominee director serves at your pleasure as shareholder.

In practice, this means:

• You direct the business through shareholder resolutions and written instructions to the nominee director
• You retain the right to remove the nominee director at any time by shareholder resolution
• You can appoint yourself as an additional director at any time — for example, once you obtain Swiss residency

For more on how nominee services fit into the broader corporate structure, see our overview of nominee shareholder services.

Liability: Understanding the Risk

Nominee directors under Swiss law bear personal liability for company obligations in certain circumstances. This is a real consideration, not a hypothetical one, and it is the reason Lawsupport takes its onboarding process seriously.

Under Swiss law, directors can be held personally liable for:

• Wilful or negligent breach of their duties
• Failure to call an extraordinary general meeting when required (e.g., when the company is over-indebted)
• Certain tax and social security obligations

This liability exposure is mitigated by two things: the indemnification clause in the mandate agreement, and the quality of the company being directed.

Lawsupport conducts thorough KYC (Know Your Customer) due diligence on every client before accepting a nominee engagement. We verify identity, source of funds, and the nature of the business. We do not accept nominee engagements for companies whose activities we cannot verify or whose beneficial owners cannot be identified.

This is not bureaucracy. It is the responsible practice that protects both the nominee director and the client.

Who Needs a Nominee Director?

The nominee director service is relevant for any foreign national who is forming a Swiss company but does not personally hold Swiss residency.

This describes the majority of Lawsupport’s international client base. Common profiles include:

• Entrepreneurs based in Asia, the Middle East, or North America who want a Swiss AG or GmbH as a European holding or operating company
• Founders of fintech, trading, or consulting businesses who have chosen Switzerland for its legal environment, reputation, and commercial access
• Existing companies in other jurisdictions establishing a Swiss subsidiary without relocating personnel to Switzerland
• High-net-worth individuals forming Swiss holding structures for asset management purposes

If you are forming a Swiss AG or Swiss GmbH and are not personally resident in Switzerland, you will need this service or an equivalent arrangement. There is no way around Art. 718 CO.

Cost of Swiss Nominee Director Services

The annual fee for Lawsupport’s nominee director service is CHF 1’500 to CHF 3’000 per year, depending on the complexity of the mandate and the nature of the company’s activities.

This fee covers:

• Registration as director in the Commercial Register
• Execution of required corporate documents within the mandate scope
• Annual compliance review
• Ongoing communication and instruction handling

The nominee director fee is included in certain Lawsupport formation packages. When forming a company through Lawsupport, ask us whether your package includes this service or whether it is billed separately.

There are no hidden costs. Any document outside the standard scope — for example, execution of a notarised deed or attendance at a specific proceeding — is quoted separately in advance.

The Alternative: Establish Swiss Residency Yourself

A nominee director is a service solution, not the only solution. If you intend to be actively involved in your Swiss company over the long term, obtaining Swiss residency yourself may be the better path.

As a Swiss resident, you can serve as director of your own company without any third-party involvement, reducing cost and simplifying governance. Switzerland offers several residency options for entrepreneurs and investors, including lump-sum taxation arrangements in some cantons.

Lawsupport’s immigration practice supports clients through Swiss work permit and residency applications. If this is relevant to your situation, contact us to discuss the options before forming the company — the sequence of steps matters.

Combined Service: Nominee Director and Registered Address

A nominee director satisfies the residency requirement for directorship. It does not, on its own, provide a registered office (Sitz) for the company.

Under Swiss law, every AG and GmbH must have a registered address in Switzerland at which legal correspondence can be received and official documents can be served. This address appears in the Commercial Register alongside the director’s name.

Lawsupport provides registered address services in Switzerland from our Grafenauweg 4, Zug office. Combining the nominee director service with a registered address at the same location gives a foreign-owned company a complete, legally compliant Swiss corporate presence — without the founder needing to be physically present in Switzerland at any point after formation.

The Appointment Process

A nominee director can be appointed at two stages:

1. At formation: the nominee director is named in the founding documents and recorded in the Commercial Register at the time the company is registered. This is the standard approach for clients who do not have Swiss residency from day one.

2. At any time after formation: if a company was formed with a Swiss-resident director who later leaves, or if the structure changes, a new nominee director can be appointed by shareholder resolution. The appointment is filed with the Commercial Register and takes effect upon registration.

The Commercial Register processes director appointments within standard cantonal timeframes — typically one to three weeks in Zug, depending on current workload.

For a complete walkthrough of the formation process, see our company formation Switzerland guide.

Termination of a Nominee Directorship

Nominee directorships do not end automatically. Proper termination requires a formal process.

If the nominee director wishes to resign, they must give notice in accordance with the mandate agreement. Critically, the nominee director’s resignation cannot take effect until the company has appointed a replacement director who satisfies the Art. 718 CO residency requirement. Resigning before a replacement is in place would leave the company without a compliant director, which creates a Register violation.

In practice, Lawsupport manages this transition when it arises. If a client wishes to replace the nominee director — for example, because they have obtained Swiss residency and wish to serve as director themselves — we coordinate the handover, prepare the necessary shareholder resolutions, and file the Commercial Register update.

Real-World Example

A founder based in Singapore decides to establish a Zug AG as the holding entity for a software business with European clients. She has no Swiss residency and no immediate plans to relocate.

At formation, Lawsupport appoints one of its qualified Swiss professionals as nominee director of the AG. The mandate agreement is signed, KYC is completed, and the company is registered in the Zug Commercial Register within the standard processing time.

The Singapore-based founder is the sole shareholder. She holds all shareholder rights, receives dividends, and directs the company’s commercial activity. She signs commercial contracts in her capacity as authorised signatory under a power of attorney granted by the company. The nominee director signs internal corporate documents as required and is available for Swiss-law compliance obligations.

The company operates normally. The founder manages it remotely. The Swiss legal requirement is satisfied. This is the standard operating model for the majority of Lawsupport’s international clients.

Frequently Asked Questions

Is a nominee director legal in Switzerland?

Yes. The use of a professional Swiss-resident director to satisfy the Art. 718 CO residency requirement is entirely legal and is standard practice in Swiss corporate services. The arrangement must be properly documented through a mandate agreement, and the beneficial owner must be disclosed in accordance with Swiss anti-money laundering law. There is nothing irregular about the structure.

Does the nominee director control my company?

No. The nominee director’s authority is limited to what is defined in the mandate agreement. The shareholder — who is typically the beneficial owner and founder — retains full control through shareholder rights, including the right to appoint and remove directors at any time. The nominee director cannot make operational decisions, enter commercial contracts, or access bank accounts unless explicitly authorised to do so.

Can I replace the nominee director later?

Yes. The nominee director can be replaced at any time by shareholder resolution. This is the case whether you are appointing a new professional nominee director, appointing yourself (once you have Swiss residency), or restructuring the board in any other way. The outgoing director’s name is removed from the Commercial Register and the incoming director’s name is added, with the change taking effect upon registration.

What happens if the company gets into financial difficulty?

This is an important question for any company with a nominee director. Under Swiss law, if a company becomes over-indebted, the board of directors is required to notify the court. The nominee director, as a member of the board, bears obligations in this scenario. The mandate agreement’s indemnification clause is designed to protect the nominee director from liabilities arising from situations the beneficial owner has created — but it is not a complete shield. This is precisely why Lawsupport conducts KYC before accepting any nominee engagement and why we expect the companies we serve to operate in a clean, compliant manner. A nominee directorship is not a mechanism for shielding misconduct; it is a legal tool for satisfying a residency requirement in an otherwise properly run company.

Can a nominee director also serve as nominee shareholder?

Yes, though the two roles serve different purposes. A nominee shareholder holds shares on behalf of the beneficial owner, providing privacy regarding ownership. A nominee director satisfies the residency requirement for the board. The same individual may serve in both capacities, but the arrangements are documented separately — a mandate agreement for the directorship and a fiduciary agreement for the shareholding. At Lawsupport, we offer both services and can combine them where appropriate.

Does the nominee director need to be a Swiss citizen?

No. The requirement is Swiss residency, not Swiss citizenship. A foreign national who holds a valid Swiss residence permit (B permit, C permit, or other qualifying permit) and is domiciled in Switzerland satisfies the Art. 718 CO requirement. Lawsupport’s nominee directors hold Swiss residency and are fully compliant with the legal standard.

How does the nominee director arrangement affect bank account opening?

Swiss banks conduct their own KYC procedures when opening a corporate bank account. The bank will identify both the nominee director (as a signatory or board member) and the beneficial owner (as the controlling person). The nominee director arrangement is transparent to the bank. Most Swiss banks are familiar with nominee structures and process them routinely, provided the KYC documentation is complete and the business purpose is clear.

What obligations does the nominee director have regarding annual accounts?

Under Swiss law, the board of directors is responsible for preparing annual accounts and presenting them to the general meeting for approval. The nominee director, as a board member, shares this obligation. In practice, the beneficial owner instructs a Swiss accountant to prepare the accounts, and the nominee director signs them as part of the annual compliance cycle. Lawsupport coordinates this process with the client’s accountant to ensure deadlines are met. For details on Swiss accounting requirements, see our dedicated guide.

Can a legal entity serve as nominee director instead of a natural person?

No. Swiss law requires that members of the board of directors (AG) or managers (GmbH) be natural persons — not legal entities. A corporation or foundation cannot serve as a director of a Swiss company. The nominee director must always be an individual who is personally domiciled in Switzerland.

Is the nominee director arrangement confidential?

The nominee director’s name is publicly visible in the Commercial Register — this is a matter of Swiss law and cannot be avoided. However, the mandate agreement between the nominee director and the beneficial owner is a private contract and is not publicly filed. The beneficial owner’s identity is disclosed to the company and to relevant authorities (including banks and AMLA-supervised entities) but is not part of the public Commercial Register entry for AG companies. For GmbH companies, quota holders (shareholders) are publicly registered, so the ownership structure is visible regardless of whether a nominee director is used.