The role of the director of a Swiss company — or of the manager, or the resident director — is to serve as the legal representative of the company in relation to local authorities, business partners and clients. Under Articles 718 paragraph 4 and 814 paragraph 3 of the Swiss Code of Obligations (CO), every Swiss company must be represented by at least one person resident in Switzerland.
This guide explains the role and responsibilities of the director, distinguishes them from those of the manager and the executive director, details the resident-representation requirement and the use of a director mandate. RISTER®, a fiduciary in Geneva, holds this mandate for Swiss and foreign companies.
The role of the director in brief
- Legal representative: every Swiss company must be represented by at least one person domiciled in Switzerland (Art. 718 para. 4 / 814 para. 3 CO).
- Who: a member of the board of directors (SA/AG), a manager (Sàrl/GmbH) or a director — a natural person domiciled in Switzerland with a valid residence permit.
- Role: legal responsibility, contact with the authorities, management of business relationships, reporting, shareholder and commercial registers.
- Penalty: failing this, a court can compel the company to cease its activities in Switzerland.
- Solution: the fiduciary director (or manager) mandate, entrusted to a qualified professional.
Contents
Director, manager, executive director: who represents the company?
The three terms cover distinct roles, defined by the legal form of the company. Confusing them leads to errors in the commercial register.
| Function | Legal form | Status |
|---|---|---|
| Director | Public limited company (SA/AG) | Member of the board of directors, corporate body (Art. 707 et seq. CO) |
| Manager | Limited liability company (Sàrl/GmbH) | Body responsible for management (Art. 809 et seq. CO) |
| Executive director | SA/AG or Sàrl/GmbH | Executive appointed by the body, generally not a corporate body and without strategic power |
Director, manager and executive director under Swiss company law.
We detail these distinctions in our article on the difference between a manager and a director of a Sàrl/GmbH. Unless stated otherwise, what follows applies to the person assuming legal representation — director, manager or resident director.
The resident-representation requirement in Switzerland (Art. 718 para. 4 CO)
The purpose of this requirement is to ensure that every company in Switzerland is represented by a person with a residence in Switzerland for liability purposes and to ensure the protection of creditors, employees and third parties such as tax authorities and social security contributions. This implies a thorough knowledge of the Swiss administrative, legal and tax system. It ensures that companies in Switzerland comply with federal and cantonal laws and Swiss governance standards.
The person resident in Switzerland who represents the company may be a member of the board of directors, a manager or a director. This person must be a natural person domiciled in Switzerland with a valid residence permit. It is important that this person can be easily contacted by local authorities, business partners and customers.
Companies that do not comply with this requirement may be subject to sanctions and may very quickly be forced by a court to cease their activities in Switzerland. In addition, individuals representing the company should be aware of their responsibilities and should ensure that the company complies with all applicable laws and regulations in Switzerland.
What are the responsibilities of the director?
The responsibilities of the resident director or manager may include:
- Assuming legal responsibility for the company in Switzerland: the resident director or manager is responsible for the company’s compliance with Swiss laws and regulations, including tax laws, labour laws, data protection laws, etc.
- Acting as a point of contact with local authorities: the resident director or manager is responsible for communication with local authorities, such as tax authorities, courts, etc.
- Managing business relationships: the resident director or manager may be responsible for managing business relationships with the company’s business partners and clients in Switzerland.
- Preparing and submitting reports: the resident director or manager is responsible for the preparation and submission of tax reports, annual reports, compliance reports and other legal documents required by the Swiss authorities.
- Maintaining the shareholder register: keeping an up-to-date register of the shareholders and beneficial owners of the company, with the relevant details (number and class of shares, changes in ownership). An accurate register is essential to corporate governance and regulatory compliance.
- Ensuring the compliance of commercial register entries: making sure that all the information recorded on the company at the commercial register — address, management, legal form, capital and other key legal details — is accurate and up to date. This compliance is crucial to the legal validity of the company’s acts.
The requirement that all Swiss companies be represented by at least one person resident in Switzerland is an important aspect of Swiss corporate regulation. It ensures that companies operate in compliance with local and international laws and regulations and ensures smooth communication with local authorities. Companies should therefore ensure that at least one member of their board of directors, managing director or chief executive officer meets this requirement to avoid any sanctions or suspension of their activities in Switzerland.
The inalienable duties of the board of directors (Art. 716a CO)
Beyond representation, the director of an SA/AG holds inalienable and non-transferable duties listed in Article 716a paragraph 1 CO: the overall management of the company, determining its organisation, organising the accounting and financial control, appointing and dismissing the persons entrusted with management, exercising overall supervision of those persons, drawing up the annual report, and notifying the court in the event of overindebtedness.
These duties engage the personal liability of the director: this is not a nominal role. We detail them in our article on the responsibilities and duties of the board of directors in Switzerland.
The fiduciary director mandate
The role of the resident director or manager of a company in Switzerland is crucial for the legal and tax compliance of the company. It is therefore important to choose a qualified person to fulfil this role and to ensure that this person is able to fulfil the legal obligations and to represent the company effectively with the local authorities and business partners in Switzerland.
A fiduciary director — a Swiss resident director or nominee director — may be a qualified person to take on the role of legal representative of a company in Switzerland, but this depends on their knowledge and experience of Swiss law and taxation. As an expert in fiduciary management, he or she will have a thorough knowledge of the tax and legal regulations in Switzerland, which can be an asset in fulfilling the duties of a company’s legal representative.
It is important to consider not only the administrative, financial, tax and legal skills of a Swiss resident director, but also his or her representation and communication skills, when choosing the most qualified person to take on the role of legal representative of a company in Switzerland.
RISTER® advice
A director mandate is not simply lending a name to the commercial register. The director engages their personal liability: they must know the file, follow the accounts and be able to answer to the authorities. This is why we only accept a mandate with full visibility over the activity and sound governance — the condition of a credible and lasting Swiss presence.
FAQ: director, manager and resident director in Switzerland
What is a company director in Switzerland?
In Switzerland, a company director is a member of the board of directors of a public limited company (SA/AG), responsible for the management and representation of the company on behalf of the shareholders (Art. 707 et seq. CO). In a Sàrl/GmbH, this function is performed by the manager. The director is a corporate body and bears personal legal liability.
What is the difference between a director and a manager?
The director runs a public limited company (SA/AG) as a member of the board of directors; the manager runs a limited liability company (Sàrl/GmbH). Both are corporate bodies with the power of representation and decision. The executive director, by contrast, is an executive appointed by the body, generally without strategic power.
Does a Swiss company need a resident director?
Yes. Articles 718 para. 4 and 814 para. 3 CO require a Swiss company to be represented by at least one person domiciled in Switzerland — a director, a manager or an executive director, a natural person with a valid residence permit. Failing this, a court can compel the company to cease its activities in Switzerland.
Who can hold a director mandate in Switzerland?
Any competent natural person domiciled in Switzerland. In practice, the mandate is entrusted to a fiduciary professional with the required administrative, financial, tax and legal skills, as well as the availability to represent the company before the authorities. This is the role RISTER holds from Geneva.
Sources
- Swiss Code of Obligations (CO) — SR 220, Art. 718 para. 4 and 814 para. 3 (resident representation)
- Swiss Code of Obligations (CO) — SR 220, Art. 707 et seq. (board of directors, SA/AG), Art. 716a (inalienable duties), Art. 809 et seq. (management, Sàrl/GmbH)
Conclusion
Director, manager or resident director: in every case, Swiss law requires a legal representative domiciled in Switzerland, whose liability is real and personal. Choosing this person engages the compliance and credibility of your company. RISTER holds the director and manager mandate in Switzerland for Swiss and foreign companies — with a Certified Expert directly involved in your file. Contact us to define the next steps.
