Nominee Director Service
Swiss-resident director.
Legally required. Fully governed.
Swiss law requires at least one board member domiciled in Switzerland for every AG and GmbH (OR Art. 718(4) / OR Art. 814(3)). Goldblum & Partner provides a nominee director service backed by a notarised power of attorney to the client, a formal indemnification agreement, and D&O insurance. You retain full operational control.
OR 718
AG legal requirement
OR 814
GmbH legal requirement
Full POA
Client operational control
D&O
Insurance included
Key Data
Nominee Director — Key Facts
Swiss-resident board member service for OR compliance
Required
Swiss-resident signatory (OR Art. 718)
At least one director with full signing authority must be domiciled in Switzerland.
Public
Nominee appears on ZEFIX
Nominee director listed on the commercial register — client remains the beneficial owner.
Annual
Mandate renewal
Director mandate is renewed at each Annual General Meeting of shareholders.
Configurable
Signing authority scope
Jointly or individually — authority scope defined in articles of association.
Nominee Director
Swiss-resident director —
legal requirement and governance
Swiss law requires at least one director domiciled in Switzerland for every AG (OR Art. 718(4)) and GmbH (OR Art. 814(3)). Foreign founders who cannot relocate to Switzerland use a nominee director — a professional fiduciary who satisfies this requirement while the client retains full operational control via power of attorney.
Legal framework — nominee director
At least one board member with authority to represent the company (Zeichnungsberechtigung) must be domiciled in Switzerland. Without a Swiss-resident director, the Handelsregisteramt will reject the registration.
At least one managing officer (Geschäftsführer) with signing authority must be domiciled in Switzerland. Same requirement applies — no Swiss resident, no GmbH registration.
The board cannot delegate overall management, organisation, financial oversight, or appointment of authorised signatories to third parties. The nominee director retains these duties on paper — they are managed in practice under the client's power of attorney.
Every board member is personally and severally liable for losses caused by intentional or negligent violations of duties. The nominee bears this liability — hence the indemnification agreement and D&O insurance are mandatory components of the service.
The nominee structure does not change UBO disclosure obligations. Shareholders holding ≥25% must disclose the ultimate beneficial owner in the share register. The nominee arrangement is transparent — registered in ZEFIX.
The nominee director's name is listed in the public commercial register (ZEFIX). This is not an anonymous or secret arrangement. It is a lawful fiduciary service with a contractual governance framework.
Governance framework — client control retained
Power of attorney (Vollmacht)
The client receives a broad notarised power of attorney authorising them to act on behalf of the company for day-to-day operations: signing contracts, opening bank accounts, hiring staff, and instructing the nominee on business decisions.
Shareholder control retained
The client remains the company's beneficial owner and shareholder. The nominee serves only as a director — not as a shareholder. Shareholder resolutions control the board and can remove the nominee at any time.
Indemnification agreement
The client provides a contractual indemnity covering the nominee against any liability arising from actions taken on the client's instructions. The nominee director's liability under OR Art. 754 is the primary risk covered by this agreement.
D&O insurance
Directors' and Officers' liability insurance covers the nominee's personal liability exposure. The policy limits and coverage scope are disclosed to the client as part of the service documentation.
No operational interference
The nominee director does not participate in business decisions, access the bank account, or execute contracts without the client's explicit instruction. The power of attorney structure ensures the client retains full operational control.
Nominee director ≠ anonymity
The nominee director's name is publicly listed in the ZEFIX commercial register. This is a fully transparent, lawful arrangement recognised under Swiss fiduciary law. The nominee arrangement does not change UBO disclosure obligations: shareholders holding ≥25% must be declared in the share register (OR Art. 697j). Any claim that a nominee arrangement provides shareholder anonymity is incorrect — the AG structure itself provides shareholder privacy (shareholders are not listed in ZEFIX), which is independent of the nominee director service.
Our Process
How the nominee director service works.
Setup and ongoing mandate.
KYC & Due Diligence
3–5 days
Nominee director service is a regulated financial intermediary service under GwG Art. 2(3). Goldblum & Partner conducts full AML KYC: certified passport, proof of address, UBO declaration (CDB 20 Form A/K), source of funds explanation, and business plan review. Goldblum & Partner holds FINMA-supervised SRO membership.
Governance Documentation
3–5 days
Indemnification agreement (Haftungsfreistellung) signed by the client — covers the nominee's liability under OR Art. 754. Notarised power of attorney (Vollmacht) prepared for the client. Management agreement drafted specifying the nominee's limited operational authority.
Board Resolution & ZEFIX Filing
7–14 days
Shareholder resolution appointing the nominee director. Commercial register (Handelsregister) filing to list the nominee as an authorised signatory in ZEFIX. Name publicly visible — this is a transparent, lawful arrangement. D&O insurance coverage confirmed.
Ongoing Mandate
Annual
Mandate renewed annually at the Annual General Meeting. Nominee signs only routine Handelsregister documents and statutory filings. All business decisions made by the client under the power of attorney. Annual compliance review and GwG monitoring conducted.
Division of Authority
What the nominee does — and does not do.
Authority, limits, and client control.
Nominee Director
Handles statutory and regulatory obligations
- Appears as authorised signatory in ZEFIX commercial register
- Signs commercial register notifications (director changes, address changes)
- Attends board meetings as required (in person or by written resolution)
- Signs annual accounts for submission to shareholders
- Provides Swiss-resident board presence for substance documentation
- Holds office under the management agreement — not active in operations
- Maintains SRO membership and AML compliance obligations
Client (via Notarised POA)
Retains full operational control
- Signs client contracts, supplier agreements, and NDAs
- Opens and operates the company bank account
- Hires employees and sets compensation
- Makes all business decisions — pricing, strategy, partnerships
- Instructs the nominee on any matter requiring board-level signature
- Retains all shareholder rights — AGM voting, dividend decisions, board removal
- Can remove and replace the nominee at any time by shareholder resolution
The nominee arrangement does not transfer business ownership or operational control. The client is the beneficial owner. The nominee is a regulated professional fulfilling a statutory residency requirement — not a business partner. All instructions from the client to the nominee are covered by the notarised POA and management agreement.
FAQ
Frequently asked
questions
Precise answers to the most common questions about forming a company in Switzerland. For specific advice on your structure, book a free consultation.
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Baarerstrasse 25 · 6300 Zug · Switzerland · Est. 2007