Appointing or removing a director in Switzerland: everything you need to know
As part of the governance of a Swiss company, the appointment and removal (or revocation) of a director are commonplace operations, but strictly governed by the Swiss Code of Obligations (CO) and the rules of the Commercial Register. Whether for a Société Anonyme (SA/AG ) or a Sàrl/GmbH, these procedures must be carried out rigorously to ensure the structure’s legality and transparency vis-à-vis the authorities.
Appointing a director: key steps
The appointment may concern a new director (to replace an outgoing director or enlarge the Board) or to meet a legal requirement, for example to ensure that at least one member of the Board is domiciled in Switzerland.
Documents required :
- Minutes of the Extraordinary General Meeting (EGM) or of the Board of Directors (to appoint signatories) recording the appointment.
- Declaration of acceptance of mandate, signed by the new director.
- Copy of ID (passport or ID card).
- Declaration of domicile (if the director lives in a canton other than that of the company’s registered office).
- RC form (application for entry in the commercial register), signed in accordance with the rules of representation.
Procedure:
- Drafting and approval of minutes.
- All documents signed by the parties concerned.
- Legalization of the administrator’s signature on the requisition.
- Filed with the Commercial Register of the relevant canton.
- Official publication in the SOGC (Swiss Official Gazette of Commerce).
Estimated time: 5 to 10 working days after submission of complete application.
Removal from office or dismissal of a director
Removal from office may result from voluntary resignation, the end of a statutory term of office, or dismissal by a resolution of the Annual General Meeting. Under Swiss law, a director may in principle be dismissed at any time, without justification, unless otherwise stipulated in the Articles of Association or a contract.
Documents required :
- Letter of resignation (in the case of voluntary departure).
- Minutes of the EGM confirming the dismissal or accepting the resignation.
- RC form (deregistration request).
Procedure:
- Gather the necessary documents (minutes and letter of resignation if applicable).
- Application for deletion from the register.
- Official update of the entry in the Commercial Register.
- Public announcement in the FOSC.
Legal obligations
- A SA/AG must always have at least one director or manager domiciled in Switzerland.
- A GmbH/Sàrl must have at least one managing director resident in Switzerland, or appoint a director domiciled in Switzerland with individual signing authority.
- In the event of non-compliance, the Registre du Commerce can refuse registration or order the company to regularize its situation.
Need a Swiss administrator?
Some companies, particularly foreign ones, use a director or manager domiciled in Switzerland to meet their representation requirements. Service providers such as Swiss Director Services Sàrl offer professional, qualified and independent directors to fulfill this role in full compliance with the law.
Appointing or removing a director in Switzerland is a highly regulated procedure, requiring precise documentation, a good understanding of company law and communication with the Commercial Registry.
To guarantee the legal validity of these steps and avoid any administrative blockage, it is strongly recommended that you work with a specialized trustee or an experienced legal service provider.
