What is a Nominee Director in Switzerland?

A Nominee Director in Switzerland is an individual appointed to the board of a company to act on behalf of the actual beneficial owner or controlling party. This arrangement is typically used to ensure legal compliance with Swiss regulations, which require at least one board member with Swiss residency for local limited companies (AG or GmbH). The Nominee Director serves as the official public face of the company, handling statutory responsibilities such as signing documents, attending annual general meetings, and liaising with authorities.

Nominee Directors do not hold real managerial power or make independent decisions about company operations; instead, they act under instructions from the beneficial owner or shareholders. Their primary purpose is to provide privacy for the real owners, fulfill residency requirements, and facilitate ease of company setup, especially for foreign entrepreneurs or investors. It is important to note that while nominee arrangements offer confidentiality, Swiss law holds the Nominee Director liable for compliance with legal obligations and tax requirements.

Careful drafting of service agreements is essential to outline the roles, limits, and responsibilities of a Nominee Director, ensuring legal protection for both parties. Transparency and adherence to Swiss company law are critical, as authorities may scrutinize nominee arrangements to prevent money laundering or fraudulent activities.