Directorships and management positions in Swiss companies
All Swiss companies must be represented by at least one person resident in Switzerland (Art. 718 Para. 4 OR and Art. 814 Para. 3 OR). This means that at least one member of the board of directors, one manager or one director must meet this requirement.
Administrator, Director and Manager Services in Switzerland
Swiss law requires that companies domiciled in Switzerland be represented by at least one person resident in Switzerland (Art. 718 para. 4 OR and Art. 814 para. 3 OR). This means that non-resident foreigners wishing to establish a company in Switzerland must appoint an accredited representative: a director, manager or managing director. In order to meet the requirements of federal law, foreign entrepreneurs wishing to establish a company in Switzerland are offered the mandate of a local director or manager.
This requirement can be restrictive for foreign entrepreneurs. That's why our trustees offer you the opportunity to work with their trusted and experienced trustees and managers who meet the legal criteria to assume the role of corporate body as director/manager of a limited liability company in Switzerland.
What are the responsibilities of a director or manager in Switzerland?
In Switzerland, the responsibilities of an administrator, director or manager vary according to their role and function within the company, but generally include the following:
- Manage the day-to-day operations of the business: The manager is responsible for the day-to-day operations of the business, establishing processes, supervising employees, and achieving company goals.
- Comply with Laws and Regulations: The executive must ensure that the company complies with applicable laws and regulations in the areas of tax, social, environmental, and all other areas applicable to the company's activities.
- Protect the Company's Interests: Directors must act in the best interests of the Company, its shareholders and employees, and make decisions that maximize shareholder value.
- Ensure the solvency of the corporation: The director must ensure that the company has sufficient financial resources to meet its obligations and achieve its goals.
- Develop strategies: The manager must develop strategies to meet the company's current and future challenges, including competition, new technologies, market trends, etc.
- Establish an Internal Control System: The manager must establish an effective internal control system to ensure that the company's processes are efficient and comply with current standards.
- Accountability: Management is required to be accountable to shareholders, boards, and authorities, and to report regularly on the company's situation and decisions.
It is important to note that directors and officers owe a duty of care and loyalty to the corporation, its shareholders and employees, and can be held liable if they fail to meet their obligations.
Represent your company in Switzerland with a local director and manager mandate
Our mandate as fiduciary administrator and fiduciary manager of a Swiss company can be limited to the role of fiduciary administrator and fiduciary manager, taking into account all local regulations and customs. The Fiduciary administrator and Fiduciary manager are not involved in the operational activities of the company, but act solely on the instructions of their clients. The management of the company is delegated to the bodies responsible for operational activities. Swiss company directors and fiduciary managers act in the interests of their clients and the company. The trustee acts to protect your interests as a shareholder at meetings of the Board of Directors, votes in accordance with your instructions and may call a general meeting. Each director has the right to be informed of all company matters.
The Swiss Fiduciary administrator and Fiduciary manager can take care of all the steps involved in setting up your company and advise you on drafting the articles of association. We take care of all the administrative formalities involved in setting up your company. Once your company is incorporated, we can manage it according to your instructions, handling all correspondence with the various local authorities in accordance with Swiss law and practice.
Our trustees and managers can represent you in Switzerland, advising and assisting you in the preparation of minutes of meetings of the board of directors or the board of managers, convening general meetings of shareholders' meetings, preparing applications and minutes for the commercial register to amend, add or remove shareholders, and striking off and registering directors and managers.
Your Swiss Director and Manager
Andrés Taracido is a specialist in the administration and management of Swiss companies, foundations and international corporations. His experience is based on numerous mandates as independent director and trustee of corporations (SA) and as manager of limited liability companies (Sàrl). He holds mandates as a member of the board of trustees of foundations and associations. He also holds numerous mandates as fiduciary director for Swiss and international companies in various sectors.
He holds a :
- Swiss Federal Diploma in Finance and Investments
- AIWM Diploma, Certified International Wealth Manager (CIWM)
- STEP Diploma, Trust and Estate Practitioner (TEP)
- CAS in SME Taxation
He is also a member of the following professional organizations:
- IFA International Fiscal Association
- STEP Swiss Society of Trust and Estate Practitioners
- SFAA Swiss Association of Financial Analysts
- AIWM Association for International Wealth Management
His experience is based on numerous mandates as director and manager for clients representing economic activities or holding companies in Switzerland and abroad.
He communicates in French, English and Spanish.
What are the risks of being a director or manager in Switzerland?
As an administrator, director or manager in Switzerland, there are legal, financial and reputational risks to which you may be exposed if you do not properly perform your duties and obligations. The main risks you may face include:
- Civil liability: If you fail to perform your duties, you may be held liable for damages caused to the Company or to third parties. You may be required to compensate the company or third parties for financial losses.
- Criminal Liability: If you commit a criminal offense in the course of your duties, you could be prosecuted and sentenced to imprisonment or a fine. Criminal offenses may include fraud, corruption, falsification of documents, abuse of power, etc.
- Tax Liability: If you fail to comply with the company's tax obligations, you could be held personally liable for the company's tax debts.
- Employee liability: You are responsible for complying with labor laws and regulations, ensuring that your employees' working conditions are met, and paying social security contributions. If you fail to meet these obligations, you could be prosecuted.
- Responsibility to Shareholders: You are responsible for using company funds and maximizing value for shareholders and employees. If you don't fulfill these obligations properly, you could be sued by shareholders.
- Responsibility to the environment: You are responsible for the company's compliance with environmental laws and regulations. If you fail to meet these obligations, you could be held liable for environmental damage caused by the company.
To comply with Swiss law, the company must have a legal address in Switzerland. This is a prerequisite for registration in the Commercial Register. That's why our Geneva-based fiduciary offers Swiss and foreign non-resident entrepreneurs our company domiciliation service, which complements the local director and manager mandate. Customized to your needs, the domiciliation service can include services such as receiving mail, registered mail and parcels, forwarding mail by e-mail, and even returning mail by post to a mailing address abroad according to precise arrangements. The domiciliation service can also include the reception of incoming telephone calls and automatic call forwarding, which is a great help when setting up a company.
Our legal and tax advisors and partners will assist and represent you in setting up and developing your business in Switzerland. Don't hesitate to contact us by e-mail or phone. By placing your trust in us, you are ensuring the services of a competent, responsive and available multidisciplinary team.
Swiss law provides that capital companies founded by a non-resident foreign or Swiss entrepreneur must be represented by:
- at least one manager or director domiciled in Switzerland for limited liability companies (Art. 814 al. 3 CO);
- at least one director or manager domiciled in Switzerland for public limited companies (Art. 718 al. 4 CO).
The management mandate of our trustee complies with this legal requirement. Thanks to this management mandate, Swiss and non-resident company founders are represented by a director on the board of directors or supervisory board of a public limited company and by a local manager on the board of directors of a limited liability company.
The mandate of director of a corporation (SA/AG) and manager of a limited liability company (Sàrl/GmbH) also enables the following services to be provided
Representation before local, cantonal and federal authorities (tax authorities, banks, courts, etc.).
Communication and interaction with the authorities in Switzerland must be mastered in order to maintain a stable, responsive operation and a quality image, essential for any company.
The SA/AG administrator or SARL/GMBH manager can represent your company in dealings with the local administrative authorities.
In Switzerland, for reasons of transparency and accountability, the law requires companies to be represented by at least one person residing in Switzerland. This person, known as the company's legal representative or director, is considered responsible for the company's relations with the Swiss authorities and compliance with Swiss laws and regulations.
The presence of a legal representative resident in Switzerland also facilitates communication between the company and the Swiss authorities, particularly in the event of litigation or legal proceedings. It also ensures efficient and rapid communication between the company and its Swiss partners, such as banks, suppliers and customers.
The Swiss residency requirement for company legal representatives is designed to ensure transparency, accountability and compliance with Swiss law.
Fiduciary administrators and local managers act in the interests of their clients and the company. They are responsible for accounting (annual accounts, annual reports, consolidated accounts, etc.) and the management of tax declarations (VAT, withholding tax, withholding tax recovery, etc.). They also have specific skills enabling them to manage human resources (social balance sheet, employment contract, salary management, work and residence permits, management of compulsory insurance and social security affiliation). Finally, they are authorized to prepare shareholders' or partners' meetings and to keep the minutes and the shareholders' register.
Incorporation of a company in Switzerland
Incorporating a company in Switzerland
Incorporating a company in Switzerland requires a precise, regulated procedure. That's why it's important that this step is carried out and advised by experts, such as a director of a corporation or a manager of a limited company. For this purpose, we work with reliable partners. We advise on decisions such as the type of company (SA, SARL), capital and registered office in order to propose the legal structure best suited to your business.
Thanks to our local management mandate, Swiss and non-resident foreign entrepreneurs benefit from personalized support throughout the process of setting up a company in Switzerland. This support includes:
- Assistance in choosing the legal form of the company (joint stock company, limited liability company, sole proprietorship, etc.);
- Verification of the company's name in the commercial register;
- Notarization and certification of the founding documents (notarized deed of incorporation, articles of association, declaration of acceptance of the members of the board of directors, etc.);
- Opening of the bank account (deposit of capital);
- Signing the deed of incorporation;
- Opening the company's current account;
- Registration in the Commercial Register;
- Registration with the Federal Tax Service for VAT;
- Registration with the social security system;
- Preparation of the chart of accounts.
Opening bank accounts in Switzerland
We understand that for your company, opening a bank account is essential. That's why our administrators and directors offer a bank account opening service for companies in Switzerland, providing you with a banking solution that suits your needs.
Switzerland is renowned for its high-quality banking system, characterized by top-notch services, utmost discretion, access to high-performing financial products, and multiple currencies. We collaborate with various Swiss banks, depending on your strategy and requirements.
Our bank account opening service for companies in Switzerland is designed to be straightforward and swift. We handle the entire process, from preparing the necessary documents to negotiating terms and conditions with the bank.
We are confident that our bank account opening service for companies in Switzerland can help your business access high-quality banking services and top-performing financial products.
Feel free to contact us to learn more about our services and discover how we can assist you in opening a bank account in Switzerland.
Representation to authorities
Our administrators and directors are here to assist your company in navigating the complex world of Swiss government agencies, ensuring serious and efficient management of all your interactions with these authorities and tax administrations.
Once implemented, your company will have numerous interactions with Swiss authorities, especially to meet legal and regulatory requirements. That's why we offer our representation services to ensure that your business is administered effectively and professionally.
Our corporation (AG) administrators or limited liability company (LLC - SARL) managers have extensive experience in managing interactions with Swiss authorities. We are here to help you meet all legal requirements, process permit requests, submit documents to authorities, and address any inquiries that arise.
By choosing our representation services, you can be confident that your company is in the hands of competent and experienced professionals.
We are here to ensure effective representation of your company with Swiss authorities while ensuring compliance with all Swiss laws and regulations.
We are confident that our representation services with Swiss authorities can help your business thrive in full compliance with Swiss laws and regulations.
Feel free to contact us to learn more about our services and discover how we can help you effectively manage your interactions with Swiss authorities.
Our administrators and directors work closely with the company's leaders to understand the needs and priorities of the business, and then utilize their expertise to provide tailored solutions. We are particularly effective at helping businesses grow rapidly, adapt to changing business environments, or solve complex problems.
Our goal is to assist you in reaching your full potential by providing professional expertise, objective evaluation, and strategic recommendations to overcome challenges and succeed in today's competitive market. Our administrators can help your company thrive and prosper in the long term.
Feel free to contact us to learn more about our services and discover how we can help you achieve your goals.
Liquidation of a company in Switzerland
We can carry out the liquidation of your company for you. This step involves following a regulated procedure, the details of which are crucial to know. Once the assets are liquidated, we handle the administrative steps to deregister your company from the various organizations to which it was registered.
There can be several reasons to liquidate a company. Some of these may include:
The end of the company's activity: If the business is no longer profitable or has no future prospects, liquidation may be the best option to terminate the company's operations.
Disputes among shareholders: Disagreements among shareholders can lead to a deadlock and hinder the effective functioning of the company. Liquidation may be the best solution to resolve these conflicts.
Inability to repay debts: If the company can no longer repay its debts, liquidation can help repay creditors and bring the company's operations to an end.
Business restructuring: Liquidation may be a necessary step as part of a business restructuring, which could include merging with another company or creating a new one.
Owner's retirement or succession: If the owner of the business wishes to retire or transfer the business to a family member or third party, liquidation may be necessary to wind up the existing business and transfer the assets to a new entity.
In any case, the liquidation of a company is an important decision that should be made after careful consideration and with the assistance of a qualified attorney or financial advisor to ensure that all steps are carried out correctly and the interests of all parties involved are protected.
Practically speaking, outsourcing these procedures to our fiduciary in Geneva can save time, ensuring that this step is carried out efficiently and professionally. The local administrator and manager can also proceed with the liquidation of the company. Their functions are as follows:
- Carrying out administrative procedures related to the dissolution of the company (authentic deeds, application for registration of dissolution with the commercial register...);
- Publishing calls to creditors via the Swiss Official Gazette of Commerce;
- Preparing the opening balance sheet, annual balance sheets, and closing balance sheet;
- Distributing the liquidation profit;
- Carrying out administrative procedures related to the deregistration of the company's name from the commercial register.
Here are the essential steps to liquidate a company in Switzerland:
- Decision to Dissolve: The Board of Directors must decide to dissolve the company, register a name change with the Commercial Register by adding the mention "In liquidation." A liquidator, who can be a member of the company or a qualified external individual, is appointed to oversee the dissolution process.
- Official Announcement: The dissolution must be announced to the Commercial Register and published three times in an official journal (FOSC - Swiss Official Gazette) to inform interested parties and allow creditors to assert their claims.
- Entry into Liquidation Balance Sheet: The liquidator must prepare a comprehensive balance sheet of the company's assets and liabilities, assess the assets, and determine the debts based on the liquidation value.
- Extraordinary Meeting: An extraordinary shareholders' meeting must be organized to review the claims and authorize the entry into liquidation balance sheet.
- Dissolution: The liquidator must realize the assets, terminate ongoing contracts, settle necessary affairs for liquidation, and repay the company's creditors.
- Waiting Period: The distribution of the liquidation surplus can only be carried out after one year, unless a certificate from a qualified auditor is obtained, confirming that third-party debts are paid, in which case the period can be shortened to three months.
- Closing Balance Sheet: Once the assets are realized, debts paid, and taxes settled or provisioned for, the liquidator prepares the closing balance sheet, which serves as the basis for the distribution of the liquidation dividend.
- AG Approval: The General Assembly must approve the closing balance sheet.
- Audit Report: To shorten the liquidation period to three months.
- Tax Declaration: The tax declaration must be completed and submitted along with the financial statements.
- Asset Distribution: Once all debts have been repaid, the remaining assets of the company are distributed to the shareholders or partners in accordance with their respective rights.
- Deregistration of the Company: The liquidator must submit a deregistration request to the Commercial Register. Deregistration can only be carried out after obtaining authorization from all federal, cantonal, and local tax authorities.
- Preservation of Accounting Records: The company's accounting documents must be retained for 10 years, and 20 years for documents related to real estate transactions in Switzerland.