Directors and Managers in Switzerland: Roles, Differences and the Residency Rule

Director vs manager: the difference

The two terms describe the same function — legally representing and steering the company — under two different legal forms:

• Director (administrateur) — a member of the board of directors of a société anonyme (SA / AG). The board is the company’s governing body.
• Manager (gérant) — the managing officer of a société à responsabilité limitée (Sàrl / GmbH), with an equivalent representative function.

Whatever the label, the law treats both as the persons who can bind the company and who must ensure it remains properly represented in Switzerland.

The board of a société anonyme has its own set of non-transferable governance duties (art. 716a CO). Those are covered in our dedicated guide on board members and the board of directors in Switzerland.

A duty of effective representation

Swiss law requires that a company can always be represented by someone on the ground. The Swiss Code of Obligations is explicit:

• Art. 718 para. 4 CO — an SA/AG must be able to be represented by a person domiciled in Switzerland (a director, a board member in the case of an SA).
• Art. 814 para. 3 CO — the same applies to at least one manager of a Sàrl/GmbH.

This representative must hold signatory authority and be able to act for the company before banks, authorities and the commercial register. It is not a symbolic title: it is the company’s legal anchor in Switzerland.

Who can fill this role?

The role is open to any natural person, regardless of nationality. The decisive condition is residency, not citizenship: at least one director (SA) or manager (Sàrl) with signatory power must be domiciled in Switzerland.

This is why a foreign entrepreneur can own 100% of a Swiss company and still need a local representative. When no shareholder or officer lives in Switzerland, the company appoints a resident director or manager to satisfy the requirement.

Why it matters

Effective local representation is what keeps a Swiss company operational and credible:

• Legal validity — without a compliant representative, the company cannot be properly registered or remain in good standing.
• Banking — Swiss banks expect a resident, authorised signatory before opening or maintaining a corporate account.
• Authorities — tax and regulatory bodies need a local point of contact able to act and respond.
• Economic substance — a genuine resident officer supports the company’s substance in Switzerland and counters the “letterbox company” perception.

Delegating to a professional: a common solution

When the owners are based abroad, appointing a professional resident director or manager is the standard, fully legal solution. The appointee fulfils the representation function and its legal duties, while the beneficial owners keep control of the business. To understand the reasoning in depth, see our guide on why your Swiss company needs a resident director.

Swiss Director Services Sàrl acts as resident director or manager for SA/AG and Sàrl/GmbH structures, under a clear fiduciary mandate. Appoint a resident director with us.

Penalties for non-compliance

A company that no longer has a representative domiciled in Switzerland is in an organisational deficiency. The commercial register can demand that the situation be corrected within a set deadline; if it is not, the court can take measures that may extend, in the most serious cases, to the dissolution of the company (art. 731b CO). Beyond the legal risk, the practical consequences are immediate: blocked banking, stalled filings and loss of standing. Maintaining a valid resident director or manager is therefore not optional — it is a condition of doing business in Switzerland.