Nominee director Switzerland — compliant Swiss-resident representation for foreign-owned AG and GmbH.

A Swiss nominee director (also called a Swiss resident director) is a Swiss-domiciled natural person appointed to the board of a Swiss AG or as a managing director of a Swiss GmbH, so that the company satisfies the residency requirement in art. 718 para. 4 OR or art. 814 para. 3 OR. The nominee holds individual signing authority, is visible on the Commercial Register, and acts only on written instruction from the ultimate beneficial owner (UBO) under a Treuhandvertrag. They are never the beneficial owner, never an operational decision-maker, and never a mechanism for concealing who actually controls the company. A compliant Swiss nominee arrangement is a governance instrument, not a privacy instrument.

Switzerland deliberately keeps corporate responsibility anchored on its own territory. Whenever a Swiss company must receive a summons, a tax notice, a Handelsregister query or a bank request, the law expects at least one individually empowered signatory to be reachable on Swiss soil. That rule is implemented twice in the Code of Obligations, once for the AG and once for the GmbH, and it is why the nominee director service exists at all.

AG — art. 718 para. 4 OR

A Swiss AG must have at least one director or an authorised representative with individual signing authority who is domiciled in Switzerland (art. 718 para. 4 OR). The rule is formally about representation vis-a-vis third parties: a Swiss-domiciled person must always be able to bind the company. Nationality is irrelevant. Domicile is the test.

GmbH — art. 814 para. 3 OR

A Swiss GmbH must have at least one managing officer (Geschaftsfuhrer) with individual signing authority who is domiciled in Switzerland (art. 814 para. 3 OR). The mechanics mirror the AG. The governing body label differs (managing director vs board member), the requirement does not.

What "domiciled" means in practice

Domicile means a genuine Swiss residence, evidenced by a Swiss permit of the relevant category (typically a B or C permit) or Swiss citizenship. A postbox, a business address, a hotel booking, or a serviced mailbox does not qualify. Swiss Commercial Register offices routinely cross-check declared addresses and will refuse filings where the address is obviously a virtual one.

Multi-director boards

Where an AG has more than one board member, Swiss corporate practice also expects a majority of the board to be Swiss-domiciled, a position often associated with the classic AG representation rules. For single-director AGs the OR art. 718.4 rule on Swiss-resident signatory is sufficient on its own (facts-switzerland §1.1); for larger boards, structuring needs to anticipate the majority point.

When the AG is the better nominee context

For holding structures, family offices, international groups and FINMA-adjacent entities, the AG is usually the right shell: the shareholder register stays private, so an independently identified UBO does not become a public data point unless the UBO also takes a management role. When the commercial purpose of the structure benefits from quiet ownership paired with visible governance, the AG plus nominee director is the canonical pattern.

When the GmbH is adequate

For single-founder operating companies where public disclosure of partners is acceptable or even desirable (supplier relationships, procurement, tender eligibility), the GmbH plus nominee managing director works well. Capital commitment is lower, the governance obligations are lighter, and the public register already tells the same story the bank will ask about.

We cover both in detail under Swiss company formation, with entity-specific walk-throughs for the Swiss AG (Aktiengesellschaft) and the Swiss GmbH.

The Treuhandvertrag (nominee director agreement) is the single most important document in the arrangement. A thin or ambiguous agreement is how nominee relationships go wrong; a disciplined one keeps everybody in their lane and makes unwinding painless if needed.

Eight mandatory clauses

1. Identification of the nominee, the UBO and the Swiss entity, with Commercial Register extracts and KYC documents referenced as annexes.
2. Scope and limits of the nominee's authority, mapped explicitly against the "does / does not" list above.
3. Undated resignation letter signed by the nominee at inception, held by the UBO; the single most important operational control.
4. UBO declaration ready for the bank's Form A under CDB 20, with supporting identification.
5. Liability allocation: the UBO indemnifies the nominee for acts taken in good faith on instruction; art. 754 OR statutory liability remains with the nominee as a matter of Swiss public policy.
6. Compliance undertakings on both sides: SECO sanctions screening, AML / KYC refreshes, source-of-funds confirmation, annual UBO re-declaration.
7. Fees, term, renewal, termination notice periods, and post-termination duties (handover, Handelsregister deregistration timeline).
8. Governing law (Swiss) and forum (Swiss courts at the company's registered seat).

The undated resignation letter, explained

The undated resignation letter is the cornerstone that keeps the UBO in ultimate control. At the moment the nominee accepts the mandate, they also sign a standard resignation letter without a date. The UBO holds it. If the nominee ever becomes unresponsive, unreachable, conflicted or simply inconvenient, the UBO can countersign the letter and file it with the Commercial Register themselves. The nominee's cooperation is not required. Structurally, the UBO is never trapped.

What a nominee agreement cannot waive

Some things simply cannot be contracted away. art. 754 OR personal liability for intentional or negligent breach of director duties is non-waivable under Swiss public policy, no matter what the parties write into the Treuhandvertrag. The CDB 20 duty of the bank to identify the UBO, and the GwG / AMLA obligation on every financial intermediary to prevent money laundering, are equally non-waivable. A clause purporting to keep the UBO hidden from the bank is simply void; a clause purporting to immunise the nominee against art. 754 OR liability is simply void. A professional agreement does not pretend otherwise.

Why Swiss banks always know the UBO

Swiss banks operate under the Anti-Money Laundering Act (GwG / AMLA) implemented through the Swiss Bankers Association's Agreement on the Swiss Banks' Code of Conduct with Regard to the Exercise of Due Diligence, edition CDB 20 (in force 1 January 2020 and recognised by FINMA as the minimum banking industry standard for customer due diligence). The bank's customer due-diligence process identifies the UBO as a matter of regulatory obligation, independently of whatever appears on the Commercial Register. In practical terms, no Swiss bank account exists whose UBO is not identified and documented. A nominee director arrangement is fully compatible with that reality; it is not a way around it.

Form A — beneficial owner declaration

Form A is the declaration signed by the UBO when the contracting party on the account agreement (the Swiss company) is not itself the beneficial owner of the funds. The UBO identifies themselves, typically by passport and proof of address, and confirms that the assets in the account ultimately belong to them. For any foreign-owned Swiss company with a Swiss bank account, a Form A signed by the UBO is part of the standard onboarding pack.

Form K — third-party beneficial owner

Form K covers the case where someone listed as an account signatory or authorised person is not the beneficial owner. In a nominee director arrangement the nominee often has signing authority on the company account for statutory or operational reasons, while the UBO is someone else. Form K formalises that distinction for the bank.

What this means in practice

A well-documented nominee structure opens Swiss bank accounts faster, not slower. A complete disclosure pack (Treuhandvertrag, Form A signed by the UBO, Form K for the nominee, SECO sanctions clearance and UBO KYC) lets the bank run its CDB 20 file with zero surprises. Missing documents, opaque ownership or implicit concealment delay or kill onboarding. Opacity is a business risk, not a selling point.

Unlimited personal liability under art. 754 OR

Swiss directors, including nominee directors, are personally liable to the company, its shareholders and, in insolvency, its creditors for losses caused by intentional or negligent breach of their duties (art. 754 OR). This liability is personal and unlimited in amount. It cannot be waived by contract; an indemnification between the UBO and the nominee shifts the economic cost, not the third-party standing of the claim. A nominee director who signs without reading, or tolerates a known unlawful act, has genuine exposure.

Failure patterns Swiss courts have treated as breach

Swiss jurisprudence in this area is settled rather than exotic. Courts typically find a breach where a director signs material documents without review, tolerates trading while the company is insolvent without triggering the escalation duties in the Code of Obligations, misses a mandatory general meeting, or fails to act on obvious conflicts of interest. A professional nominee follows a written instruction-discipline protocol specifically to avoid these patterns.

How a professional nominee service mitigates the exposure

Two layers matter. First, D&O liability insurance placed with a FINMA-authorised Swiss insurer covers the nominee for claims arising in the course of the mandate. Second, a disciplined paper trail (every instruction in writing, every signature logged, every escalation recorded) means the nominee can always reconstruct why they signed a specific act. Together, those two controls mean a properly structured nominee arrangement has known risk rather than unknown risk.

What indemnification can, and cannot, do

The UBO contractually indemnifies the nominee for liabilities incurred in good faith on written instruction, so the economic burden of a successful claim typically lands on the UBO. What indemnification cannot do is stop a third party from suing the nominee in the first place, or stop the Federal Court from finding the nominee personally liable under art. 754 OR. This is why mandate discipline, not just a strong contract, is the real risk control.

FINMA's fit-and-proper test

For any entity under FINMA supervision (banks, securities firms under the Banking Act, portfolio managers and trustees under FinIA, fund management companies, insurers under the ISA, DLT trading facilities under the amended FMIA), FINMA applies a fit-and-proper test to directors, significant shareholders and UBOs. The test covers personal integrity, professional qualifications and financial soundness. A director who cannot demonstrate substantive familiarity with the regulated business will not pass it.

Why a nominee-only board is insufficient for a licensed entity

FINMA expects substantively qualified management, not administrative placeholders. A board staffed entirely by nominees fails the fit-and-proper test on its face because the people on paper are not the people making the regulated decisions. For a licensed entity the right structure splits the two roles: a qualified Swiss-resident director who is substantively competent in the regulated activity and carries the fit-and-proper assessment, alongside, where useful, a separate nominee for continuity on routine statutory acts.

SRO membership and VASP / DLT Act authorisations

Firms that are financial intermediaries but do not fall under a FINMA direct licence typically join a Self-Regulatory Organisation under art. 14 GwG for AML supervision. Virtual asset service providers operating under the 2021 DLT Act framework face fit-and-proper scrutiny for controlling shareholders, UBOs and directors as well. In both cases, the same logic applies: a nominee can be the Swiss-resident signatory, but cannot be the qualified head of the regulated activity.

How we structure the board when FINMA oversight applies

We split the two roles cleanly. A substantively qualified director, sometimes a partner of the firm, sometimes an outside hire, holds the fit-and-proper seat. A nominee director may still be used alongside for routine continuity and statutory availability, but they are never the only Swiss presence on the board of a regulated entity. More detail in our write-up on FINMA licensing and fit-and-proper review and, for the token / DLT side, on Swiss crypto companies under the DLT Act.

Pillar Two threshold and substance carve-out

Multinational enterprise groups with consolidated annual revenue of at least EUR 750 million in two of the four preceding fiscal years are within scope of the OECD/G20 Pillar Two global minimum tax, which sets a 15 percent minimum effective tax rate per jurisdiction. Switzerland implements it through a Qualified Domestic Minimum Top-Up Tax (QDMTT / DMTT) in force for fiscal years starting on or after 1 January 2024, with the Income Inclusion Rule (IIR) also from 1 January 2024 and the Undertaxed Payments Rule (UTPR) from 1 January 2025. Pillar Two includes a substance-based income exclusion (SBIE) that reduces the top-up calculation in proportion to real payroll and tangible assets in the jurisdiction.

Nominee-only structures generate no SBIE

A nominee director is not payroll for SBIE purposes, and a Swiss registered address is not a tangible asset. A Swiss structure whose only local presence is a nominee generates effectively zero substance carve-out. For a group above the Pillar Two threshold this means the Swiss entity's profits are fully exposed to the top-up, with nothing to deduct.

Treaty shopping and ATAD III shell-entity tests

Double tax treaties now typically include an OECD principal-purpose test that denies treaty benefits to arrangements whose principal purpose was to obtain them. The European Commission's draft ATAD III directive pushes in the same direction, explicitly treating entities without adequate substance as shell companies for intra-EU purposes. In both frameworks, nominee-only governance is a negative indicator, not a neutral one.

For sub-threshold structures — the reputational angle

Most clients are nowhere near the EUR 750 million Pillar Two threshold. For them, the substance conversation is less about top-up tax and more about treaty beneficial-ownership tests, bank onboarding posture and counterparty due diligence. Even there, a pure nominee-only Swiss presence reads thinly. The right response is usually to combine a compliant nominee arrangement with genuine operational presence, whether through Swiss holding company structures or a broader establishment in a canton such as Zug — Switzerland's holding canton.

When a branch is a better structural fit

For foreign groups running a time-limited market test or for regulated foreign banks and insurers using the branch route, a Zweigniederlassung with a Swiss-authorised representative (not a nominee director) is often cleaner. There is no separate legal entity to maintain, and no nominee relationship to document.

When a subsidiary with a nominee is a better structural fit

For long-horizon Swiss presence, access to Swiss tax treaties, a Swiss banking relationship in the subsidiary's own name or separation of liability from the parent, a Swiss AG or GmbH with a nominee director is usually the right answer. This is the dominant route for holding structures, family offices and international investment vehicles.

A lot of the downside risk in nominee arrangements comes from provider quality, not from the instrument itself. One Swiss provider who disappeared at the end of 2025 reportedly served around seventy companies; every one of them faced a scramble to preserve statutory compliance in parallel. The pattern is instructive whether or not the particular incident is familiar. Here is what to verify before you engage anybody.

Nine things to verify before you engage

1. The nominee is a natural person, not a corporate entity. Swiss governance practice does not accept nominee arrangements through a shell.
2. The nominee holds a valid Swiss residency permit (typically B or C) or Swiss citizenship. Ask for the evidence, not a verbal assurance.
3. Mandate concentration: ideally fewer than 15 to 20 active company mandates per nominee, as a professional-practice benchmark rather than a statutory ceiling.
4. D&O liability insurance in place with a FINMA-authorised Swiss insurer. Ask for the policy summary.
5. Professional affiliation and continuing-education discipline (STEP, SFAA, AIWM, or membership of a GwG-recognised SRO for AML purposes).
6. An undated resignation letter provided to you at inception. Without it, you are not in structural control.
7. A written escalation procedure for the case where the nominee is temporarily unavailable (illness, travel, bereavement).
8. SECO sanctions screening and AML / KYC refresh discipline on both the UBO and any linked counterparties.
9. Willingness to deliver a fresh Zefix extract on demand and to confirm filing status whenever the UBO asks.

Warning signs

No D&O cover, undisclosed mandate counts, a Treuhandvertrag that is withheld until after signature, no SECO screening, no escalation procedure, a single natural person covering dozens of entities without a delegated framework: individually concerning, collectively disqualifying.

We describe how we run that discipline end-to-end in our write-up on how we engage and scope an assignment.

A clean onboarding pack typically takes two to four working days to assemble. The more of it arrives up front, the faster we can move to Treuhandvertrag drafting and Handelsregister filing.

KYC pack (UBO identity + passport)

Passport copy and certified proof of address for every UBO with a beneficial interest at or above the 25% AML threshold, plus source-of-funds documentation appropriate to the UBO's profile. Professional UBOs (regulated asset managers, listed groups, licensed funds) have lighter packs; private individuals typically have fuller ones.

Company documents

Articles of association, shareholder register (AG) or partners list (GmbH), purpose clause, and, where the company is already incorporated, a current Handelsregister extract and a copy of the most recent audited or reviewed accounts. For new incorporations we draft these alongside the Treuhandvertrag.

SECO sanctions clearance confirmation

Written confirmation that no UBO, affiliated party or intended counterparty appears on the SECO sanctions list. We run our own screening in parallel, but yours is the first line.

Ongoing communication cadence

An agreed written-instruction protocol: who may instruct the nominee, on what matters, through which channel, with what turnaround, and who is copied on the statutory acts. The protocol becomes an annex to the Treuhandvertrag.

Appointment timeline

Once the KYC pack is complete and the Treuhandvertrag is signed, Handelsregister entry typically completes within two to five business days; Zefix reflects the change within a further one to two business days. New incorporations run alongside the company-formation timeline described under Swiss company formation.

Market rate band (indicative only)

The wider Swiss market typically shows annual nominee-director fees in a broad band around CHF 2,000 to 6,000 per year for a standard arrangement, with monthly-packaged or regulated-entity mandates sitting in a separate band. This is a market indication, not our rate card. Our engagements are scoped individually, because the liability profile, the regulated-entity overlay, the instruction volume and the compliance cadence all affect pricing. See how we engage and scope an assignment for the way we put a proposal together.

What sits outside a base engagement

Extraordinary corporate acts (shareholder meetings beyond the annual general meeting, real-estate transactions, material bank-mandate changes, FINMA submissions, M&A signatures, litigation support) are typically scoped separately. Routine statutory acts on written instruction are included. The boundary is spelled out in the Treuhandvertrag before anybody signs.