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 a nominee director is not: a rubber stamp. Under CO 754, every director — including a nominee — bears personal liability for damages caused by intentional or negligent breach of duties. A nominee director who blindly signs documents without understanding the company’s business is not protecting you; they are exposing both themselves and you to legal risk. This is why reputable providers conduct KYC before accepting any engagement and refuse clients whose activities cannot be verified.

The beneficial owner retains full control through shareholder rights: convening and voting at the general meeting, declaring dividends, appointing and removing directors. The nominee operates within a carefully defined scope, documented in a formal mandate agreement. This arrangement is standard in Swiss corporate practice.

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. Under Art. 754 CO, directors — including nominees — are personally liable for damages caused by intentional or negligent breach of their duties. 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.

Do You Need a Nominee Director? Decision Tree

Not every foreign founder needs a nominee. Use this decision tree:

1. Are you personally resident in Switzerland (B or C permit, domiciled here)?

• Yes — You can serve as director yourself. No nominee needed.
• No — Continue to question 2.

2. Do you plan to relocate to Switzerland within 6 months?

• Yes — Consider a 6-month interim nominee arrangement (CHF 4’500). You take over the directorship once your residence permit is issued.
• No — Continue to question 3.

3. Do you have a Swiss-resident business partner or employee who can serve as director?

• Yes — Appoint them. Ensure they understand their CO 754 liability obligations. A family friend who “lends their name” creates the same liability exposure as a professional nominee, without the protective mandate agreement.
• No — You need a professional nominee director.

Common profiles that require this service:

• Entrepreneurs based in Asia, the Middle East, or North America forming a Swiss AG or GmbH as a European holding or operating company
• Fintech and consulting founders who have chosen Switzerland for its legal environment and commercial access
• Existing companies establishing a Swiss subsidiary without relocating personnel
• High-net-worth individuals forming Swiss holding structures

If you are forming a Swiss AG or Swiss GmbH and cannot satisfy Art. 718 CO personally, a nominee director is not optional — it is a legal prerequisite for registration.

Cost of Swiss Nominee Director Services

The standard annual fee for a professional nominee director in Switzerland is CHF 5’900 per year. For mandates requiring higher involvement — regular document signing, board participation, or coordination with regulators — the premium rate is CHF 7’400 per year. A six-month interim arrangement (common for founders who expect to relocate to Switzerland within a year) costs CHF 4’500.

This fee covers the core directorship function: Commercial Register listing, individual signatory authority, execution of standard corporate documents (annual accounts approval, routine board resolutions), and ongoing communication with the beneficial owner.

What is not included — and this catches many first-time clients: signing work permits, preparing or filing corporate documents with cantonal authorities, attending board meetings beyond the annual minimum, signing banking documentation, and coordinating with auditors or regulatory bodies. These tasks are billed separately at CHF 350 per hour. In practice, a company that is actively trading, hiring staff, or opening bank accounts should expect several hours of additional billable work per quarter on top of the annual nominee fee.

A founder who budgets only CHF 5’900 for the first year and then needs the nominee to sign a work permit application, attend two bank meetings, and execute a power of attorney will find the actual cost closer to CHF 8’000-9’000. This is not a hidden cost — it is disclosed upfront — but it is a cost that founders routinely underestimate.

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.

What this example does not show is the friction that precedes smooth operation. The KYC verification process for the nominee engagement — identity verification, source of funds documentation, business model review — typically takes two or more weeks. In one recent case involving a fintech client, the verification process extended past three weeks because the payment processor’s compliance team required additional documentation from the nominee’s side before approving the corporate account. Founders expecting same-week nominee appointments should adjust their timelines accordingly.

The company operates normally once the structure is in place. The founder manages it remotely. The Swiss legal requirement is satisfied.

Case Study: German Tech Founder (Interim Nominee)

A German tech entrepreneur planned to relocate to Switzerland within six months to run his Zurich-based SaaS company. He engaged a nominee director on the 6-month interim arrangement (CHF 4’500) while his B permit application was processed.

What he was told upfront: expect the timeline to run longer than five to six months. Swiss immigration processing is unpredictable. His B permit was issued after eight months, not five. The interim nominee arrangement was extended — at a prorated cost — for the additional period.

During those eight months, the nominee director signed the company’s employment contracts, attended two bank meetings (billed separately at CHF 350/hour each), and executed a power of attorney for the company’s cloud hosting agreement. The total cost of the nominee arrangement for the eight-month period: approximately CHF 8’200 — the CHF 4’500 base plus CHF 3’700 in additional billable hours.

The lesson: the “interim” arrangement works well, but the timeline is outside anyone’s control. Budget for extension. And budget for the hourly work that any active company will generate beyond the base fee.

Frequently Asked Questions

What is the nominee director actually liable for?

Everything. Under CO 754, a nominee director bears personal liability for damages caused by intentional or negligent breach of duties — the same liability as any other director. This includes failure to notify the court of overindebtedness (Art. 725b CO), approving misleading financial statements, and failing to maintain proper books. In one case we advised on, a nominee director faced personal liability claims for CHF 180’000 in losses incurred during a four-month delay between the auditor flagging a capital deficit and the board notifying the court.

Can a nominee director sign banking documents?

Yes, but it is not included in the annual fee. Signing banking documents, attending bank meetings, and executing powers of attorney are billed separately at CHF 350 per hour. An active company that opens a bank account, hires staff, and signs a lease should budget CHF 2’000-4’000 in additional nominee charges in the first year on top of the CHF 5’900 base fee. This is disclosed upfront, but founders who budget only the headline fee are routinely surprised.

Is a nominee director just a rubber stamp?

No — and any provider offering a pure rubber-stamp service is creating legal risk for both parties. A nominee director must exercise independent judgment under CO 717 (duty of care). They must understand the company’s business well enough to identify red flags. Lawsupport conducts thorough KYC before accepting any engagement and refuses companies whose activities cannot be verified. We have declined approximately 15% of nominee enquiries over the past three years on compliance grounds.

Can I replace the nominee director later?

Yes. The nominee director can be replaced at any time by shareholder resolution. This is common when founders obtain Swiss residency and take over the directorship themselves. The outgoing director’s name is removed from the Commercial Register and the incoming director’s name is added. In Zug, this typically takes one to three weeks.

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.