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 with signatory authority must remain in place (art. 718 para. 4 / 814 para. 3 CO). This guide covers the full procedure, director resignation, the choice of signature, the mistakes that get filings rejected, and the banking impact.
When you appoint, remove or change a director
Appointing, removing or replacing a director is a common corporate action, but it is strictly governed by the Swiss Code of Obligations and Commercial Register requirements. The most frequent situations are:
- Voluntary resignation of a director or managing director.
- Removal by the shareholders — the general meeting may remove board members at any time (art. 705 CO).
- Group restructuring or change of control.
- Banking or regulatory requirements (KYC, economic substance in Switzerland).
- Appointment of a resident director to satisfy the Swiss residency rule.
Whatever the trigger, proper execution is essential to preserve legal validity, operational continuity and banking compliance.
The procedure, step by step
Whether you add, remove or replace a director, the path through the Commercial Register is the same:
1. Review the articles of association
First verify the appointment and removal rules, the quorum and voting requirements, and any specific clauses. In most cases standard Swiss corporate law applies: for an AG/SA the board is elected and removed by the general meeting (art. 698 & 705 CO); for a GmbH/Sàrl the managing officers are appointed and removed by the shareholders’ meeting (art. 804 CO).
2. Formal decision and minutes
The competent body adopts a resolution recorded in minutes that state the resignation or removal, the appointment of the incoming director, the signing authority (individual or joint) and the effective date.
3. Prepare the registration documents
Two documents are filed: the minutes (resolution) with full identity details and the adopted resolutions, and the Commercial Register application stating each person’s full name, residential address, country of residence, place of origin (for Swiss nationals) and type of signature.
4. Notarise the signatures
The application must carry original “wet-ink” signatures, legalised by a Swiss notary. This step is mandatory; documents can be signed from abroad, but originals and notarisation are still required.
5. File with the Commercial Register
The original documents are sent by post to the cantonal Commercial Register. As an indication, preparation takes around 2–5 days and registration a further 5–10 business days.
The rule you cannot skip
After any change, at least one director or managing director domiciled in Switzerland with signatory authority must remain registered (art. 718 para. 4 / 814 para. 3 CO). If a resignation would leave the company without a Swiss-resident representative, the Commercial Register will reject the filing. See our guide on why your Swiss company needs a resident director.
Individual vs joint signature: a strategic choice
The type of signature you register has a direct impact on governance and risk:
| Signature type | Profile |
|---|---|
| Individual signature | Full autonomy and fast execution, but higher legal and operational risk. |
| Joint signature (two signatures) | The Swiss standard: stronger control, and often required or recommended by banks. Generally preferred in international structures. |
Director resignation: avoiding residual liability
A resignation must be handled carefully to avoid lingering exposure. The key steps are a written resignation, a formal resolution and a prompt Commercial Register update. Until the register is updated, the outgoing director can remain liable to third parties; an incomplete process can also cause administrative blockage and leave the company without valid Swiss representation.
Common Commercial Register mistakes to avoid
- Incorrect or incomplete personal data.
- No remaining Swiss-resident representative with signing authority.
- Missing notarisation of signatures.
- Incomplete documentation.
Each of these leads to rejection, delay and additional work — which is why the filing is best prepared meticulously the first time.
Banking and compliance impact
A change of director directly affects bank signing rights, KYC compliance and the perception of economic substance. Swiss banks expect clear governance, a genuine Swiss presence and a coherent structure; an unmanaged change can freeze account access until the new signatory arrangements are confirmed.
Delegating to a professional
When the owners are based abroad, mandating a professional to handle the change — and, where needed, to act as the resident director or manager — is the standard, fully legal solution. The provider prepares the resolutions and filings, coordinates signatures and keeps the company compliant with the residency rule, while the owners retain strategic control.
Swiss Director Services Sàrl manages the full process and can act as resident director for SA/AG and Sàrl/GmbH structures under a clear fiduciary mandate. Appoint a resident director with us. For the board’s underlying governance duties, see our guide on the board of directors in Switzerland.
Sources and legal references
Frequently asked questions
How do you change a director in Switzerland?
The competent body (the general meeting for an AG/SA, the shareholders’ meeting for a GmbH/Sàrl) passes a resolution recording the removal or resignation and the new appointment, with the signing authority and effective date. The minutes and a Commercial Register application are then notarised and filed. At least one representative domiciled in Switzerland with signatory authority must remain in place.
Can a non-resident director be appointed?
Yes. There is no nationality requirement and additional directors may live abroad, but at least one director or managing director with signing authority must be domiciled in Switzerland (art. 718 para. 4 / 814 para. 3 CO). A change that would leave no Swiss-resident representative will be rejected by the Commercial Register.
Can the documents be signed remotely?
Yes, the parties can sign from abroad, but the Commercial Register requires original “wet-ink” signatures legalised by a notary. Notarisation is mandatory and cannot be replaced by a simple electronic signature for this filing.
How long does the process take?
Typically one to two weeks: around 2–5 days to prepare the resolution and documents, then 5–10 business days for the cantonal Commercial Register to process the entry. Timelines vary by canton and by how quickly signatures are gathered.
What is the difference between removing a director and a resignation?
Removal is decided by the shareholders — the general meeting may remove board members at any time (art. 705 CO). A resignation comes from the director, who notifies the company in writing. Both require a formal resolution and a prompt Commercial Register update; until the register is updated, the outgoing director may remain liable.
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