Swiss resident director services Zug — boardroom business meeting

Service

Swiss Resident Director

· Mueller Stöckli Treuhand AG

Swiss law mandates a resident authorised signatory

Art. 718a Swiss Code of Obligations requires every GmbH and every AG to have at least one person with authority to sign individually who is domiciled in Switzerland. Without a Swiss-resident director registered in the commercial register, your company cannot be incorporated — or risks de-registration if the requirement lapses.

Who typically needs this service

  • Foreign-owned GmbH or AG without Swiss partners
  • International holding and investment structures
  • Family offices and trust arrangements
  • Entrepreneurs relocating who need continuity during the transition
  • Companies requiring discretion in ownership arrangements

What we provide

Mueller Stöckli nominates a licensed fiduciary from our team to serve as authorised signatory (Zeichnungsberechtigter) or member of the board of directors. The person has a commercial background, understands Swiss corporate law, and is registered in the Zug commercial register (Handelsregister).

  • Registration with the Zug Handelsregister included
  • Preparation of all board resolutions and powers of attorney
  • Liaison with banks, authorities, and cantonal offices
  • Annual statutory compliance review
  • Replacement or removal at any time upon 30 days' notice

Pricing

Service Monthly fee Notes
Statutory director — minimal engagement CHF 390 Signing authority only, no active management
Active participating director CHF 950 Attends meetings, reviews resolutions, advises on governance
Interim director during transition From CHF 1'500 Short-term or project-based assignments

One-time setup fee of CHF 290 covers notarial and register charges. Annual review included. All fees exclude VAT (exempt as fiduciary services).

Important note on liability

Our director acts in the commercial interest of the company but does not manage day-to-day operations unless specifically agreed. Ultimate liability for business decisions rests with the beneficial owner. We conduct basic KYC / AML checks on all mandates before acceptance.

Combined with our other services

Mueller Stöckli Treuhand AG partners act as resident directors under EXPERTsuisse professional standards and maintain full professional liability coverage.

Many clients combine the resident director mandate with a registered address in Zug, company formation support, and annual tax return filing. This gives a complete Swiss operating platform from a single point of contact. Ask about our bundled packages.

Swiss Law Requirement

The obligation is statutory, not merely administrative. OR Art. 718 (for the AG) requires that at least one person authorised to represent the company must be domiciled in Switzerland. The equivalent provision for the GmbH is OR Art. 811. This is a commercial register requirement — the Handelsregister office in Zug will not accept a formation application or register a change of management if no Swiss-resident signatory is named.

Swiss citizenship is not required. A valid Swiss residence permit — B permit (temporary residence), C permit (settlement), or L permit (short-term) — is sufficient. In practice, fiduciary firms such as Mueller Stöckli Treuhand AG fulfil this requirement through their own licensed partners, who hold Swiss domicile by virtue of their professional establishment here.

The requirement attaches to the signatory for commercial register purposes, not to all board members or managing directors collectively. A foreign-owned AG with a board of five foreign nationals can satisfy the rule by appointing a single Swiss-resident signatory alongside them.

What We Sign and What We Don't

Scope clarity is written into every Director Services Agreement before the mandate begins. Ambiguity about authority is the most common source of disputes in resident director arrangements — we eliminate it from the outset.

Documents we sign:

  • Commercial register filings (formation, change of management, address changes, capital amendments)
  • Annual report adoption confirmations required by the Handelsregister
  • AHV/AVS registration documents with the cantonal compensation office
  • ESTV correspondence and VAT registration forms
  • Bank mandate addenda where the bank requires a Swiss-resident signatory counter-signature
  • Board resolutions of a routine administrative nature as specified in the agreement

Documents we do not sign without the beneficial owner's explicit authorisation:

  • Financing agreements, credit facilities, or guarantees
  • Employment contracts
  • Supplier or client contracts above agreed monetary thresholds
  • Property transactions or lease agreements
  • Any document that creates a financial obligation for the company beyond routine operating expenditure

This boundary is not a limitation on our service — it is a protection for both parties. The beneficial owner retains full control over commercial decisions; we handle the administrative and statutory layer.

AML and Beneficial Owner Disclosure

Transparency is a condition of the engagement, not a choice. Mueller Stöckli Treuhand AG is a FINMA-supervised fiduciary. Under Swiss anti-money-laundering law (Geldwäschereigesetz, GwG) and the Code of Obligations, we are required to identify and verify the beneficial owner of every company for which we serve as resident director before the mandate commences.

Verification requires certified identification documents and, where applicable, documentation of the chain of ownership or control. Companies with beneficial owners in high-risk jurisdictions, or with opaque ownership structures, are not accepted.

The verified identity of the beneficial owner is maintained in our confidential internal records and disclosed to Swiss authorities — including FINMA, tax authorities, and the Federal Gaming Board where relevant — on legally valid request. This is a fully regulated, transparent arrangement governed by Swiss professional law. It is not a nominee structure and does not offer anonymity.

Clients requiring a registered address in Zug or company formation support will undergo a single combined KYC/AML process covering all services simultaneously.

Frequently Asked Questions

What is a Swiss resident director?

Swiss law does not require a resident director by statute, but banks and canton commercial registers in practice prefer or require at least one Swiss-resident signatory on the company. A resident director (domiciliary director) from a regulated fiduciary firm provides this without requiring the foreign owner to relocate.

What are the resident director's responsibilities?

The resident director's role is administrative — signing documents, liaising with the commercial register, and ensuring regulatory compliance. The resident director does not manage day-to-day operations and acts only on instructions agreed in a director services agreement.

How does this differ from a nominee director?

A nominee director holds the role in name only, with no real authority. Under Swiss law and AML regulations, the beneficial owner must be declared to the company and, where applicable, to FINMA. Mueller Stöckli Treuhand AG acts as a regulated fiduciary — the arrangement is compliant and fully disclosed, not nominee-based.

Get started

Appoint a Swiss director this week

We can register a qualified fiduciary director in the Zug Handelsregister within 3–5 business days.

Need a Swiss director within the week?

We can have a qualified director registered in the Zug commercial register within 3–5 business days.

Request a consultation