Institutional
AG formation
The CHF 100,000 stock corporation, which must have a resident representative under Art. 718 CO.
AG formationSwiss resident director
& registered office
Every Swiss AG and GmbH must be representable by someone resident in Switzerland (Art. 718 / 814 CO). For owners and boards abroad, we provide that resident director and the registered office, as a genuine fiduciary engagement, not a name lent to a register. The role carries real duties and personal liability, which is what makes the oversight worth having.
At a glance
The resident representation Swiss law requires.
A real director with real duties (plus the registered office), not a figurehead.
- Legal basis
- Art. 718 (AG) / 814 (GmbH) CO
- Requirement
- ≥ 1 resident representative
- Nature
- Full director’s duties & liability
- Also needed
- Registered office (Domizil)
- Basis
- Ongoing, maintained yearly
The essentials
What the requirement is, and why it exists
Swiss law requires that every AG and GmbH be capable of representation by at least one person resident in Switzerland: Article 718 paragraph 4 and Article 814 paragraph 3 of the Code of Obligations. The point is a reachable, accountable point of authority inside the country, for the register, the authorities and creditors. A company cannot be registered, or stay compliant, without it. For owners and boards abroad, the answer is a qualifying resident director or officer, and, separately, a registered office.
Who needs this
- foreign founders of a Swiss AG or GmbH with no resident on the board;
- groups whose Swiss subsidiary’s directors all sit abroad;
- foreign parents whose Swiss branch needs a resident representative;
- companies that have lost their only resident director and must replace them.
What it is not
It is not a way to put a Swiss face on a company while keeping its governance entirely offshore and unaccountable. The role below explains why, and why that is a feature, not a limitation.
The distinction that matters
A director, not a nominee
The single most important thing to understand is that a Swiss resident director is a real director. The market sometimes calls it a “nominee director”, but Swiss law does not recognise a liability-free figurehead. The person on the board carries the full weight of the office.
| Question | The reality |
|---|---|
| Legal duties | Full duty of care and loyalty (Art. 717 CO) |
| Personal liability | Yes: Art. 754 CO, plus social charges & taxes |
| Can act as a rubber stamp | No: must exercise independent judgement |
| Your commercial control | Retained: you own and direct the business |
| Oversight expected | Real: bookkeeping, social charges, visibility |
| Honours improper instructions | No: will decline a breach of duty |
Read the right way, this protects you. A director who takes the duties seriously keeps the company’s social charges paid, its books sound and its filings current, the things that, left undone, become the owner’s problem. The accountability is the value, not the catch.
How it runs
How we put it in place
Whether at formation or to replace a departing director, the steps are the same: assess, appoint, register, maintain.
- Step 1
Assess the company
Understanding the activity, the risk and the bookkeeping: because the director takes on real liability, we take on companies we can properly oversee.
- Step 2
Appoint & office
Appointing a qualifying resident director or officer with signing authority, and providing the registered office in the canton of seat.
- Step 3
Register entry
Filing the appointment on the commercial register so the resident-representation requirement is visibly and validly met.
- Ongoing
Oversight & filings
Maintaining the role year on year: board business, register filings, the share and beneficial-owner registers, and visibility over the company’s affairs.
- On change
Continuity
Keeping the representation unbroken through changes, so the company never falls into the Art. 718b gap that can lead to dissolution.
Budget
What it costs
The resident director and registered office are an ongoing engagement, quoted annually against the company’s activity and risk: because a more active or higher-risk company demands more oversight, and more exposure, from the director.
We price it as a genuine fiduciary service, not a name on a register. That is the honest basis: the director carries real duties and liability, so the fee reflects real work and real responsibility, not a rubber stamp.
Ask for a quote
What you need
What the role requires — from both sides
The engagement works because both sides meet their part:
- a qualifying individual genuinely resident in Switzerland, with signing authority;
- a registered office (Domizil) in the canton of registration;
- sound bookkeeping and timely payment of social charges and taxes;
- visibility for the director over the company’s affairs and decisions;
- ongoing maintenance, so the representation is never left to lapse.
Why we will not be a pure figurehead
Some providers offer a name on the register and nothing else. We do not, because Swiss law does not allow a director to escape liability by claiming they were only a figurehead: the duties and the exposure under Article 754 attach regardless. A director who signs blindly endangers both the company and themselves. So we insist on proper books, paid social charges and real visibility, and we will decline instructions that would breach the director’s duties. That insistence is not friction; it is the protection you are actually paying for.
Why Goldblum
Provided and maintained
The requirement is easy to state and easy to get wrong. A director who treats the role seriously, and stays in place, is what keeps a foreign-owned Swiss company compliant rather than exposed.
Genuine
A director who oversees
Real governance and accountability, with the diligence the personal liability demands, the oversight that keeps social charges, books and filings in order.
Together
Director and office in one
The resident representation and the registered office provided as a single engagement, so both the personal and the seat requirement are met.
Continuous
Never left to lapse
The representation maintained through changes, so the company never slips into the Art. 718b gap that can put it at risk of dissolution.
Related
The companies that need it
Owner-run
GmbH formation
The CHF 20,000 limited-liability company, which must have a resident manager under Art. 814 CO.
GmbH formationNon-residents
Swiss company formation
The full route for a founder based abroad, where the resident director is the piece that makes the rest possible.
Company formation
FAQ
Swiss resident director: FAQ
01Why does a Swiss company need a resident director?
Swiss law requires that every AG and GmbH be capable of being represented by at least one person resident in Switzerland (Article 718 paragraph 4 and Article 814 paragraph 3 of the Code of Obligations). The purpose is to ensure the company has a real, reachable point of authority and accountability inside the country, for the authorities, the register and creditors. A company cannot be registered, or stay compliant, without satisfying it. For owners and boards based abroad, the requirement is met by appointing a qualifying Swiss-resident director or officer.
02Is a resident director the same as a nominee?
No, and treating it as one is the central mistake. A Swiss resident director is a genuine member of the board with full directors' duties (duty of care, duty of loyalty and personal liability), not a passive name lent to a register. They cannot lawfully act as a mere rubber stamp, signing whatever the owner sends without oversight. A serious provider therefore exercises real supervision and will decline instructions that breach the director's duties. If you are looking for an unaccountable figurehead, Swiss law does not offer one.
03What does the resident director actually do?
The resident director holds signing authority for the company, sits on the board, and ensures the company meets its Swiss obligations: register filings, the maintenance of the share and beneficial-owner registers, and the proper conduct of board business. They are the company's authorised point of representation in Switzerland. In practice the owner retains commercial control of the business; the resident director provides the governance, oversight and accountability the law requires, and exercises independent judgement where duties demand it.
04Is the resident director personally liable?
Yes, and this is why it cannot be a token role. A Swiss director carries personal liability under Article 754 of the Code of Obligations for breaches of their duties, and specific personal liability for unpaid social-security contributions and certain taxes. Because the exposure is real, a competent resident director insists on proper bookkeeping, timely payment of social charges and visibility over the company's affairs. The liability is what makes the oversight genuine rather than cosmetic.
05Can one resident director satisfy the requirement for both an AG and a GmbH?
The requirement is the same in substance for both forms (at least one resident representative with signing authority) but it must be satisfied for each company separately. A person resident in Switzerland can serve as the resident director or officer of more than one company, but each AG or GmbH needs its own valid appointment on its own board. We provide a qualifying resident director for each entity, whether it is an AG, a GmbH or a branch needing a resident representative.
06Do I also need a registered office?
Yes. Separately from the resident director, every Swiss company must have a registered office (its legal seat, or Domizil), an address in the canton of registration where the company can be reached and served. The resident director satisfies the representation requirement; the registered office satisfies the seat requirement. We provide both together, so a foreign-owned company meets the personal and the address requirements through one engagement rather than assembling them separately.
07Does a resident director give my company tax substance?
It helps, but on its own it is not enough. A resident director and a registered address are necessary for compliance, but Swiss tax residence and treaty access depend on genuine substance: real management and decision-making taking place in Switzerland, an office, and ideally activity and staff. A company run entirely from abroad with only a Swiss director on paper is exposed on residence and treaty benefits. We are clear about the difference between meeting the legal minimum and building the substance a tax position needs.
08Who can act as a Swiss resident director?
Any individual genuinely resident (domiciled) in Switzerland who is fit to serve as a director and willing to take on the duties and personal liability. It does not have to be a Swiss national. Residence, not nationality, is what the law requires. In practice it should be someone with the standing and diligence to exercise real oversight, because their name and liability are attached to the company. We provide qualifying directors who take the role seriously, which is the only way it protects rather than exposes the company.
09Will the resident director control my company?
You keep ownership and commercial control. As shareholder you appoint and can replace the board, set the company's direction and own its shares; the resident director's role is governance and representation, exercised within their legal duties. They are not there to run your business or take it over, but nor are they there to abdicate judgement. The balance is real control for you over strategy and ownership, and genuine, accountable oversight from the director where their duties require it.
10What happens if a company has no resident director?
It is a compliance failure with consequences. A company that loses its resident representation (for example when its only resident director resigns) falls foul of Article 718b of the Code of Obligations, and the commercial-register authority can ultimately take steps against it, including, in serious cases, dissolution. The register will press for the gap to be filled. This is why the resident director is not a one-off formation item but an ongoing requirement, and why we maintain it rather than simply install it.
11How does Goldblum provide the resident director and office?
We provide a qualifying Swiss-resident director or officer and a registered office as an ongoing engagement, maintained year on year, with the oversight the role legally requires. It is priced as a genuine fiduciary service, not a name on a register, because the director carries real duties and liability. We take it on where we can exercise proper supervision (which means insisting on sound bookkeeping and visibility) and we are candid where a request would put the director in breach of their duties.
Need a Swiss resident director?
Tell us about the company and what it does. A partner confirms what the role requires, provides a qualifying resident director and registered office, and maintains them, as a genuine fiduciary engagement.