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The Share Register and Register of Beneficial Owners in Switzerland
A Swiss company that has issued registered shares must keep a share register recording the owners' and usufructuaries' names and addresses (art. 686 CO); only those entered are recognised as shareholders towards the company. Separately, anyone acquiring shares that...
The Annual General Meeting of a Swiss Company
A Swiss company (AG/SA or GmbH/Sàrl) must hold its ordinary general meeting within six months of the close of its financial year (art. 699 al. 2 CO). Convened by the board, the meeting approves the annual accounts, decides on the use of the profit, discharges the...
Company Secretary in Switzerland: Role and a Company’s Statutory Obligations
Switzerland has no statutory "company secretary" role — unlike the UK, the Swiss Code of Obligations (CO) does not require a company to appoint one. But the secretarial function is essential: every Swiss company (AG/SA or GmbH/Sàrl) must hold an annual general meeting...
Board of Directors in Switzerland: Legal Duties and Residency Requirements
Every Swiss company must be governed by a board: a board of directors for a société anonyme (SA/AG), or one or more managing directors for a société à responsabilité limitée (Sàrl/GmbH). At least one board member or managing director with signatory authority must be...
Forming Your Swiss SA/AG or Sàrl/GmbH
Forming Your Swiss SA/AG or Sàrl/GmbH: The Role of the Resident Director Switzerland stands out as one of Europe's most attractive jurisdictions for company formation. Its unwavering political stability, highly competitive tax system, robust financial infrastructure,...
Swiss Director for International Companies
For a foreign-owned company or international group, Swiss law requires at least one director domiciled in Switzerland (art. 718 para. 4 / 814 para. 3 CO). But for a cross-border structure the resident director is more than a legal box to tick: it is what gives the...
Liquidating a Swiss Company: Dissolution, Liquidation and Deregistration
Liquidating a Swiss company (AG/SA or GmbH/Sàrl) follows three phases: the dissolution (a resolution of the shareholders or the general meeting, in notarised form), the liquidation operations (creditor call in the Swiss Official Gazette of Commerce, realisation of...
Swiss Resident Director: Legal Duties, Benefits and How to Appoint One
Updated June 2026 · By Swiss Director Services A Swiss resident director is a board member (for an SA/AG) or a managing officer (for a Sàrl/GmbH) who is domiciled in Switzerland and authorised to legally bind the company. Swiss law requires that at least one person...
Appointing, Removing or Changing a Director in Switzerland
To appoint, remove or change a director (SA/AG) or managing director (Sàrl/GmbH) in Switzerland, the competent body passes a formal resolution, the change is notarised and filed with the Commercial Register, and at least one representative domiciled in Switzerland...
Directors and Managers in Switzerland: Roles, Differences and the Residency Rule
In Switzerland, a director sits on the board of a société anonyme (SA/AG), while a manager — the gérant — runs a société à responsabilité limitée (Sàrl/GmbH). The role differs by company form, but both share one binding rule: every Swiss company must be able to be...
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