Nominee Director or
Board Member Mandate
All Swiss companies are required to have at least one board member or Nominee Director who is a resident of Switzerland.
We will appoint a qualified and experienced representative for your company.
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Maintain Share Register
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Open Bank accounts
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Inform Shareholders on local matters
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Maintain documents in order
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Overlook compliance to local laws
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Local representative to authorities
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Ensure timely reporting
When is a board member mandate necessary?
If you are a non-resident foreign owner of a Swiss company and cannot be physically present in Switzerland, it is necessary to appoint a mandate to ensure adherence to Swiss laws.
This can also be beneficial for maintaining confidentiality.
Responsibilities of a board member
According to Article 810 Clause 2 of the Swiss Code of Obligations, the board member
is responsible for the following matters:
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The overall management of the company
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Organisational structuring as per the Articles of Association
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The company's accounting, budgeting and financial control
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Supervising individuals carrying out managerial responsibilities
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Reporting insolvency (if any) to court
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Preparing the company's annual reports, general meeting and implementation of its resolutions
What is the board member
liable for?
As per Article 754 of the Swiss Code of Obligations, the board member can be held personally liable for any damage arising from his/her intentional or negligent breach of duties.
He will be accountable for all social security, dividend and VAT liabilities.
Responsibilities of the resident mandate?
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Maintaining financial records in order, including financial
statement and tax declarations, such as VAT, withholding tax,
and the company's annual tax declarations.
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Reporting obligations in respect of the company's employees in
Switzerland.
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Accounting and tax audits.
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Handling matters related to administrative, human resources and
legal management.
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Preparing shareholders' general meetings and meeting
minutes.
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Negotiating with creditors.
Who can be a Board Member ?
Mandatory requirement for one of the board member to be a Swiss resident.
Good educational background experience in Adm. management.
Memberships with professional associations are also helpful.
No restrictions with regards to nationality or gender.
Frequently Asked Question
A nominee director is assigned mainly to comply with the company laws of Switzerland, in case no other directors are local residents. In essence he becomes the point of contact vis a vis the authorities.
He shall communicate key administrative matters to shareholders and as a mandate execute under their instructions.
The nominee director is not involved in the day to day business operations of the company. His action span mainly on the local administartive aspects of the company vis a vis the authorities.
Administrative management and business management are the key areas of cometencies and experience of a nominee director.
The Swiss system has a debt collection process, whereby a company not paying his credior invoice in time can be enforced by the debt collection office.
The nomibee director is involved in such situations and notifications letters in such matters are sent to the nominee director home address. He can be sollicited at the debt collection office or the court for representation.
The nominee director is also involved in the bankruptcy of the company and has to attend the bankruptcy court with all the company files and list of creditors.
Post the bankruptcy the nominee director has the obligation of keeping the company records for 10 years.
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