What is a nominee director in Switzerland?
A nominee director is a Swiss-resident person registered as director or authorised signatory of a Swiss AG or GmbH on behalf of a foreign owner. The arrangement satisfies the legal requirement that at least one company representative be domiciled in Switzerland (CO Art. 718 para. 4 for AG; Art. 814 para. 3 for GmbH).
Why a nominee director is required: CO Art. 718, 814
The statutes are explicit:
- AG (CO Art. 718, para. 4): "The company must be able to be represented by a person domiciled in Switzerland."
- GmbH (CO Art. 814, para. 3): Equivalent rule applied to managing officers.
The Swiss-resident representative can be a board member, manager, or authorised signatory; no Swiss-citizenship requirement applies. When no founder is Swiss-resident, this rule is the most common operational reason for a nominee arrangement.
Director duties and liability under Swiss law (CO Art. 717, 754)
A nominee director carries the same statutory duties and personal liability as a regular director. Key provisions:
- Duty of care + loyalty (CO Art. 717): exercise diligence, avoid conflicts of interest.
- Liability for damages (CO Art. 754): personally liable to company, shareholders, and creditors for breach of duty.
- Joint liability for unpaid social security (AHVG Art. 52): joint and several with the company.
Federal Supreme Court case law has held nominees liable in published decisions. A nominee is NOT a passive name-holder.
AMLA compliance: SRO membership when professional
If the nominee is providing services on a professional basis (multiple clients, fee-based), AMLA Art. 2(3) treats the nominee as a financial intermediary. Obligations:
- Affiliate with a FINMA-recognised self-regulatory organisation (SRO) (or be FINMA-licensed);
- Conduct UBO identification (cannot mask UBO behind nominee facade);
- Maintain transaction monitoring + STR procedures (suspicious-transaction reports to MROS within 5 days if triggered);
- Apply enhanced due diligence in higher-risk scenarios.
Substance considerations: place of effective management
For Swiss tax purposes, the tax administration looks beyond formal nomineeship to economic substance. The "place of effective management" (POEM) test asks where actual decisions are made. If a nominee director is the only Swiss link but real decisions are made abroad, Swiss tax residence may be challenged. Substance-strengthening measures: actual board meetings in Switzerland (with minutes), meaningful nominee involvement, meaningful Swiss premises and operating presence.
Service scope and what we do not do
A standard nominee-director engagement from our office includes: resident director on the commercial register, receipt of official correspondence at the Swiss address, signature on routine filings, optional bank account signatory, annual board meetings with minutes (basic substance), and AML compliance (KYC on UBO + ongoing monitoring).
What we do NOT do:
- Mask UBO from authorities or banks;
- Sign documents without reading and understanding them (rubber-stamp nominee);
- Provide nominee for shell company without real activity (substance issue);
- Nominee for clients with unclear AML/KYC profile.
Cost
Typical market range CHF 4,000–12,000 per year per entity, depending on:
- Activity level of the company;
- Whether bank signatory is included;
- Whether the nominee provides separate Swiss premises (registered office) or relies on the client's own address.
Frequently asked questions
What is a nominee director in Switzerland?
A Swiss-resident person registered as director or authorised signatory of a Swiss AG/GmbH on behalf of a foreign owner. Used to satisfy the legal requirement that at least one company representative be domiciled in Switzerland (CO Art. 718 para. 4 for AG; Art. 814 para. 3 for GmbH).
Is a nominee director required by Swiss law?
Not specifically, Swiss law requires at least ONE person authorised to represent the company to be domiciled in Switzerland. This can be a regular director, manager, or authorised signatory; nominee arrangement is one practical way to satisfy this when no founder resides in Switzerland.
What are the duties of a nominee director?
The same statutory duties as any director: duty of care + loyalty (CO Art. 717), liability for damages to company / shareholders / creditors for breach (CO Art. 754). A nominee is NOT a passive name-holder.
Is a nominee director personally liable?
Yes, fully, on the same statutory basis as a regular director. Personal liability for breach of care or loyalty (CO Art. 754); joint liability for unpaid social-security contributions (AHVG Art. 52). Federal Supreme Court has held nominees liable in published cases.
What is the difference between a nominee director and a nominee shareholder?
Nominee director is registered as company representative (commercial register). Nominee shareholder holds shares on behalf of the real beneficial owner (for AG only, GmbH members are publicly listed). UBO disclosure under CO Art. 697j ff. limits anonymity in both cases.
Does a nominee director have access to company funds?
Only if the engagement explicitly grants bank signatory rights. Most nominee arrangements include bank signatory; alternatively, a separate Swiss-resident officer can hold bank authorisation.
What does a Swiss nominee director cost?
Typical market range CHF 4,000–12,000 per year per entity. Variation depends on company activity level, bank signatory inclusion, and whether the nominee provides separate Swiss premises.
Does a nominee director arrangement create a Swiss tax presence?
A nominee alone does NOT create tax substance. For Swiss tax purposes, the place of effective management (POEM) test looks at where actual decisions are made. If real decisions occur abroad, Swiss tax residence may be challenged.
Is the nominee subject to AMLA?
If providing nominee services on a professional basis (multiple clients, fee-based), the nominee is a financial intermediary under AMLA Art. 2(3), must affiliate with FINMA-recognised SRO and conduct UBO identification + transaction monitoring.
Can a nominee director mask the UBO from authorities?
No. UBO disclosure (CO Art. 697j ff. + new TRA federal register, phased 2025–2026) requires identification of beneficial owner ≥ 25%. Nominee cannot legally mask UBO from the company itself, banks, or authorities.