Flagship
SPV administration
The full back office the directorship sits within: office, books, governance, banking.
SPV administrationDirectorship
services
Swiss law requires a company to be representable by someone resident here, and that someone carries real, non-delegable duties and personal liability, however passive they intended to be. A nominee who lends only their name is exactly what creates risk, and adds no substance. We provide a genuinely engaged resident director who satisfies the law, takes part in the governance, and makes decision-making here real, integrated into the administration and maintained for as long as the company needs it. Genuine board presence, never a name on the register.
At a glance
An engaged director, not a nominee.
Satisfies the law and adds real substance.
- Required by
- Swiss representation rule (CO)
- Carries
- Real duties, personal liability
- Adds
- Genuine decision-making here
- Not
- A passive nominee
- Provided
- Within the administration
The essentials
What directorship services provide
The Swiss Code of Obligations requires that a company (visible on the commercial register) be capable of being represented by a person domiciled in Switzerland. A foreign-owned entity whose directors all live abroad does not meet this. We provide a qualifying resident director to fill the role, but as a genuinely engaged participant who carries the role’s real duties and adds substance, never a passive nominee, because a name-only director is liability without substance: the worst combination.
Who this is for
- foreign-owned Swiss entities without a resident director;
- holdings and SPVs needing genuine board presence here;
- structures relying on Swiss decision-making for substance;
- companies replacing an unsafe nominee arrangement.
Where it fits
Directorship is part of SPV administration and the substance package; the formation counterpart is the resident director at incorporation.
The reality
The duties it carries
A Swiss director’s duties are real, personal and non-delegable, which is why the role cannot be filled by a passive name.
| Duty | What it means |
|---|---|
| Care & loyalty | Genuine oversight of the company |
| Personal liability | For damage to company, shareholders, creditors |
| Specific exposures | Social-security debt, over-indebtedness |
| Non-delegable | Cannot be contracted away |
Because the director bears this liability, they must genuinely understand and oversee the company. A passive nominee is exposed to the duties without doing the work that makes them safe. The engagement is not bureaucracy; it is what aligns the director’s diligence with the company’s proper running, and what turns the role into real substance.
The trap
Why a nominee is the dangerous option
The cheap version of this role (a name on the register who signs what is put in front of them and asks nothing) is not a saving. It is the same personal liability with none of the oversight that contains it. Three ways it goes wrong:
- Unpaid social-security contributions. A director can be held personally liable for the company’s unpaid AHV/AVS contributions: a nominee who never looked at the payroll carries it anyway.
- Over-indebtedness missed. When liabilities exceed assets, the board owes duties under Art. 725 CO; a nominee who is not watching the balance sheet breaches them by inaction.
- Signing without sight. Authorising filings, accounts or transactions the director has not understood converts a clerical role into evidence of negligence.
The engaged director is not the expensive option; the nominee is the one priced wrong, because the cost arrives later as liability. We provide a director who does the work the liability assumes, which is the only version that is actually safe for everyone, the owner included.
How it runs
How it is provided
Provide a qualifying director, integrate them into the governance, and maintain genuine engagement, within the administration.
- Step 1
Understand the company
Getting to know the business and governance so the director can be genuinely informed, not isolated.
- Step 2
Appoint the director
Providing a qualifying resident director and recording the appointment in the commercial register.
- Step 3
Engage in governance
Holding and minuting board meetings and decisions in Switzerland, with the director a real participant.
- Step 4
Oversee & balance
Exercising genuine oversight while owners retain proper control within the law and the director’s duties.
- Ongoing
Maintain the role
Keeping the directorship and its engagement in place for as long as the company needs it.
Budget
What it costs
A genuinely engaged director who takes real responsibility and personal exposure is priced for that engagement, not as a nominal name on a register. It is usually provided within the wider administration, where the director’s visibility of the company makes genuine engagement practical and the overall cost coherent.
We scope and quote against the company and its governance. Pricing is on request.
Discuss the directorship
What it takes
What genuine directorship requires
A directorship that is safe and adds substance rests on:
- a qualifying director genuinely resident in Switzerland;
- real engagement and oversight, not a lent name;
- board decisions actually taken and minuted here;
- a clear, lawful balance of director and owner roles;
- integration with the company’s administration.
A nominee is liability without substance — the worst of both
The arrangement clients sometimes ask for (a director who lends their name, signs what they are told, and stays out of the company) is the one that fails on every front. The director carries full personal liability whether or not they engaged, so they are exposed; the company gains no substance, because a passive name is exactly what authorities discount; and the whole arrangement is fragile. The only safe and useful version is a genuinely engaged director who understands and oversees the company. We provide that and decline the nominee version, because lending a name to liability serves no one: not the director, not the company, not its owners.
Why Goldblum
The directorship: the work behind it
Providing a genuinely engaged resident director who satisfies the law, adds substance and takes the role’s duties seriously is the work this firm does, never a nominee.
Engaged
A real participant
A director who understands and oversees the company and takes part in genuine decision-making here, not a lent name.
Substance
Decision-making that counts
Board decisions actually taken and minuted in Switzerland, one of the strongest substance indicators a structure can have.
Safe
No nominee arrangements
We decline the passive-name version, because it exposes the director and gives the company nothing: the worst of both.
Related
Around the directorship
Governance
Corporate secretarial
The meetings, minutes and resolutions through which the director’s engagement is recorded.
Corporate secretarialAt formation
Resident director
The counterpart at incorporation — the resident director the new company needs from day one.
Resident director
FAQ
Directorship services: FAQ
01Why does a Swiss company need a resident director?
Swiss company law requires that a company be capable of being represented by at least one person domiciled in Switzerland: a member of the board or a managing officer with signing authority who lives here. The rule exists so there is always someone in the country who can be reached and who bears responsibility for the company. A foreign-owned Swiss entity whose directors all live abroad does not meet this requirement and cannot complete its registration or operate properly. A resident director fills that role. Beyond the bare legal requirement, a genuinely resident and engaged director is also part of what gives the company real substance here.
02Is this a nominee director?
No, and the distinction is fundamental, both to how we work and to whether the arrangement is safe. A nominee lends their name to the register and stays out of the company's affairs; that is exactly what now creates risk, because a Swiss director carries real, non-delegable legal duties and personal liability regardless of how passive they intended to be. We provide a genuinely engaged director who takes part in the governance, understands the company, and exercises real oversight of the decisions made in their name. A director who is merely a name is a liability for everyone and adds no substance. We do not offer that, because it serves no one safely.
03What duties does the director carry?
Real and personal ones. A Swiss director owes a duty of care and loyalty to the company, must exercise genuine oversight, and can be held personally liable for breaches, for damage caused to the company, shareholders or creditors, and in specific situations such as unpaid social-security contributions or mishandling over-indebtedness. These duties cannot be contracted away or reduced to a formality, which is why the director has to be genuinely engaged: someone bearing this liability must actually understand and oversee the company. We provide directors who take these duties seriously because they are personally exposed to them, which aligns the director's diligence with the company's proper running.
04How does an engaged director create substance?
A director who genuinely participates (who attends and contributes to board meetings held in Switzerland, takes real decisions here, and oversees the company's affairs) is part of the genuine presence that tax authorities and treaty partners look for. Decision-making actually taking place in Switzerland, evidenced by minutes, is one of the strongest substance indicators, and it depends on the directors here being real participants rather than rubber stamps. A passive nominee, by contrast, adds liability without adding substance: the worst combination. An engaged resident director both satisfies the legal representation requirement and contributes to the substance the structure needs. The engagement is what makes both true.
05Does the director control the company?
The director has the legal powers and duties of a director, but the arrangement is structured so the owners retain proper control of their company within the bounds of the law and the director's duties. A resident director is not there to take the business away from its owners; they are there to provide genuine Swiss board presence and oversight. The balance (real engagement and oversight by the director, proper control by the owners) is set out clearly and operated transparently. What the arrangement cannot and should not do is reduce the director to a powerless figurehead, because that would conflict with the very duties and liability the role carries. We structure the relationship so it is both genuine and workable.
06Can the director just sign whatever the owners decide?
No, and a director who agreed to would be failing their duties and exposing themselves. The director must exercise independent judgement and real oversight; they cannot simply execute instructions without understanding and assessing them, because their liability does not disappear just because someone else made the decision. This is not an obstacle to a well-run company (for legitimate businesses the director's engagement is a feature, adding diligence and substance), but it does mean the director is a genuine participant, not an automatic signature. Owners who want a signature that never asks questions are looking for a nominee, which is unsafe for everyone. We provide a director, with everything that genuinely entails.
07How is the directorship provided and maintained?
As an ongoing service within the company's administration: we provide a qualifying resident director, integrate them into the governance so they are genuinely informed and engaged, ensure board meetings and decisions are properly held and minuted in Switzerland, and maintain the role for as long as the company needs it. Because the directorship sits alongside the bookkeeping, the registered office and the wider administration, the director has real visibility of the company rather than being isolated from it. It is provided as part of a coherent back office, which is what makes genuine engagement practical rather than a box to tick.
08Does the resident director have signing authority over the bank account?
Usually yes, at least jointly: a director who is to exercise genuine oversight typically needs appropriate signing authority, including over banking, because oversight without any authority is not real oversight. How the authority is structured, though, is a matter of careful design: often joint signature rather than sole, so that significant actions require more than one person and the owners retain proper involvement. The aim is to give the director enough authority to discharge their duties and provide genuine substance, while keeping appropriate controls so no one party acts unchecked. We set the signing arrangements to balance the director's responsibility, the owners' control, and the bank's requirements.
09What if there is a disagreement between the director and the owners?
The director must act in the company's interest and within their legal duties, and cannot simply do something they consider improper because the owners want it: that is the whole point of a genuine, liable director rather than a nominee. For a well-run, legitimate company, genuine disagreements are rare and resolved through proper discussion and decision-making. Where an owner pushes for something the director cannot lawfully or prudently do, the director's duty prevails, and if a relationship became untenable the directorship can be ended in an orderly way. This is a feature, not a flaw: the director's independence is exactly what makes the role real and the substance credible. We are clear about it from the start, so there are no surprises.
10Can Goldblum provide the resident director?
Yes. We provide a qualifying, genuinely engaged Swiss-resident director who satisfies the legal representation requirement and contributes real governance and substance, integrated into the company's administration so the engagement is genuine, and maintained for as long as the company needs it. We do not offer passive nominee arrangements, because they create liability without substance and are unsafe for everyone involved. The director takes the role's duties seriously because they are personally exposed to them, which aligns their diligence with the company's proper running. The result is genuine Swiss board presence, not a name on the register.
Need a genuine resident director?
Tell us the company and its governance. A partner provides an engaged Swiss-resident director who satisfies the law and adds real substance, never a passive nominee.