Swiss Resident Director Services

1. The Legal Requirement (Article 718 paragraph 4 CO)

Article 718 paragraph 4 of the Swiss Code of Obligations (Obligationenrecht / Code des obligations) requires that every Swiss company be represented by at least one person resident in Switzerland — either a member of the board or a manager — with single-signature authority on behalf of the company. The full text is available on admin.ch (Federal Council legislation portal). Without compliance, the Handelsregister (Commercial Registry) will refuse to register the company; for an existing company, non-compliance triggers commercial-registry intervention and ultimately involuntary deregistration. This is the floor — not the ceiling — of substance requirements.

2. What a Swiss-Resident Director Actually Does

A Swiss-resident director is a real director of the company. They have legal duties of care and loyalty, signing authority, and personal liability under Swiss corporate and tax law.

• Sits on the board and signs board resolutions
• Receives and acts on official correspondence from cantonal and federal authorities
• Co-signs banking documentation and statutory filings
• Attends or chairs board meetings when required
• Is liable under Swiss corporate, tax, and AML law for the company's compliance

3. What a "Nominee Director" Is NOT

Important clarification — because the term "nominee" is misused in international structuring. A Swiss-resident director provided by AlpVera is NOT: — A nominee shareholder. We do not provide nominee shareholding services. Beneficial ownership of shares must be disclosed under Swiss law and we will not work around that. — A device to conceal beneficial ownership. Switzerland is fully aligned with international beneficial-ownership disclosure standards. The UBO registry obligations apply. — A "rent-a-name" arrangement with no real involvement. Such arrangements collapse the substance argument the moment they are tested by a foreign tax authority. If those are what you are looking for, AlpVera is not the right firm.

4. Your Two Options: Hire vs Use a Service Provider

Option 1 — Hire your own Swiss-resident director. Works if you have meaningful local activity and can attract a qualified professional with appropriate independence and liability cover. Costly. Slow. Sensible above a certain scale. Option 2 — Use a service provider. The fast, predictable option for international founders running holdings, IP companies, or operating subsidiaries that do not yet justify a full local hire. The risk: many service providers offer "external partners" — sub-contracted individuals who carry the title but do nothing. That is the structure that fails when challenged. AlpVera operates option 2 with a critical difference: our Swiss-resident directors are internal employees, on the AlpVera payroll, integrated into our compliance and operational team.

5. Why AlpVera Uses Internal Swiss-Resident Professionals

Because outsourced "rent-a-director" arrangements are the first thing a foreign tax authority pulls on under treaty-shopping or beneficial-ownership analysis. When our Swiss-resident director sits on your board, they are an AlpVera employee with verifiable employment history, professional credentials, training records, and a documented role within our firm. They attend board meetings in Switzerland. They sign documents in Switzerland. They make and document decisions in Switzerland. This is the standard required to defend Swiss tax residency, treaty benefits, and substance under modern OECD and EU rules.

6. Liability, Signing Authority, Beneficial Ownership Disclosure

Single-signature authority means our director can bind the company alone. We accept that responsibility — and price it accordingly. Beneficial ownership is disclosed transparently in line with the Swiss Federal Act on Combating Money Laundering (AMLA / GwG) and the upcoming federal beneficial-ownership transparency register. We do not work with clients who want to obscure this. Our directors carry professional liability cover and are subject to AlpVera's internal compliance, conflict, and KYC policies.

7. AML & FINMA Compliance Posture

AlpVera operates within the framework of Swiss AMLA. We conduct full KYC on UBOs before accepting a directorship, run ongoing monitoring of activities and counterparties, and decline mandates where the risk profile is incompatible with our compliance position. Where the company's activity falls within FINMA-regulated perimeter (financial intermediation, asset management, certain crypto activities), we coordinate with FINMA-licensed counsel and either ensure proper licensing or decline the mandate.

8. Pricing Model

We do not publish a price list because the right scope depends on the company's activity and risk profile. A pure passive holding requires less ongoing involvement than an operating subsidiary. Pricing is annual, fixed, and quoted upfront after a structuring call. There are no per-letter, per-board-meeting, or per-signature surcharges.

Frequently Asked Questions