Director Change in Switzerland: Rules & Filings

Few corporate housekeeping tasks look simpler on paper, yet trip teams up more often, than a director change in Switzerland. The core rules live in the Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations), SR 220, better known as the Swiss Code of Obligations. This guide is written for legal, tax, and compliance professionals: who signs off, which papers you need, how notarisation works from a distance, and where the filing surprises sit. If you manage Swiss entities from abroad, the quirks below are worth knowing before you begin.

Who actually signs off on a director change in Switzerland?

Here is the first surprise. The general meeting of shareholders holds exclusive power to appoint and remove directors. The board cannot do it on its own.

Appointments cannot be backdated, and shareholder decisions on them usually cannot be taken by written resolution. A simple majority carries the vote, unless the articles of association demand a qualified one.

The board does keep one lever. It can suspend a member for serious cause, say a grave breach of fiduciary duty, then call an extraordinary general meeting to decide on permanent removal.

Structure shapes the rest. A stock corporation (AG/SA) runs on a board of directors, with a chairman where several serve. A limited liability company (GmbH/SARL) runs on managers, with a president of management if there is more than one. Swiss law recognises no alternate or substitute directors, so plan cover accordingly.

Why does the Swiss residency rule catch people out?

No rule derails a cross-border director change in Switzerland more often than this one. At least one person with power to represent the company must be resident in Switzerland. That person needs single signatory authority, or you need two Swiss residents holding joint signatory power.

A Prokurist, a registered authorised signatory, does not satisfy this test. The resident must be a board member or a director. Appoint a foreign board without checking this, and the register will reject the entry.

Foreign nationals can serve freely otherwise. They need no Swiss visa or residency to hold the seat itself. Two hard limits apply across the board: directors must be natural persons, not companies, and anyone involved in the firm’s statutory audit cannot sit on it.

Which documents do you need to pull together?

Switzerland likes a tidy paper trail. For most director changes, you will assemble:

• A shareholder proxy, authorising one or two directors to act, with the meeting’s president and secretary present.
• The shareholders’ notice, unless every shareholder attends and the meeting proceeds as a universal meeting, which waives it.
• Shareholder minutes or a resolution recording the appointment or removal.
• Board minutes or a resolution, where chairmanship or other board roles shift.
• A notarised declaration of acceptance and specimen signature from the incoming director.
• The commercial register filing form, plus a resignation letter and ID or passport copies.

That list flexes with the situation, but it is the backbone of a clean filing.

How does remote notarisation actually work?

Here is where a Swiss director change gets practical. The incoming director’s declaration of acceptance needs notarisation, and video notarisation is often available. Convenient, yes, but it runs on strict steps.

Signatories sign the declaration forms in wet ink first, then join a video call with the notary. Before the call, the notary needs a set of personal details in advance:

• An email address, to arrange the video call.
• The signatory’s father’s name, and whether he is living or deceased.
• Civil status, citizenship, and place of origin.
• The address of domicile.

Date and sign the forms before submitting them, and check every field. A gap here stalls the whole appointment.

One welcome shortcut applies to the Prokurist. Appointing or removing one needs no board resolution at all. The filing form alone does the job, provided every board member signs it.

Is there really no filing deadline?

Oddly, no. Switzerland sets no statutory deadline for registering a director change. The filing is declaratory, so the new director can act from the election date, not from the day the register catches up.

That is not a licence to sit on it. Outdated entries still protect good-faith third parties, which can create real exposure, so file promptly with the cantonal Commercial Register.

The filing form records place of origin (Bürgerort) for Swiss nationals and citizenship for foreign ones, signed by one or two board members per the company’s signatory powers. Once accepted, the change is published in the Swiss Official Gazette of Commerce, the formal public announcement.

Watch the ownership angle too. If the appointment shifts control, update the beneficial ownership records for anyone holding more than 25% of shares or votes. Switzerland’s anti-money-laundering regime takes this seriously, and gaps draw penalties.

What do the incoming and outgoing directors owe?

A new Swiss director takes on real duties from day one. Each board member can usually represent the company alone, unless the register or the articles require joint signatures. Certain core duties never leave the board, including:

• Setting strategy and the company’s organisation.
• Overseeing accounting, financial planning, and internal controls.
• Appointing and supervising senior management.
• Acting without delay if the company faces over-indebtedness.

Loyalty and care run underneath all of it. Directors must put the company first, and notify the court where liabilities outstrip assets.

The outgoing director is not off the hook either. They must hand over company property, records, and access credentials, then flag any conflicts of interest on the way out. Liability follows past conduct, so many leavers seek a formal discharge from shareholders, backed by D&O insurance where available.

Does size or sector change the picture?

Yes, at the edges. Listed and larger companies carry heavier governance, including shareholder-approved pay and more formal reporting. Terms set in the articles cannot exceed six years, though listed groups often run annual elections.

Regulated sectors add their own gatekeepers. Financial firms answer to FINMA (the Swiss financial market supervisor), medicines and devices to Swissmedic, and data-heavy businesses to the Federal Act on Data Protection. For multinational groups, a single director change in Switzerland can ripple into contracts, tax, and governance elsewhere, so map the knock-on effects early.

What’s next?

Managing a director change requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: Director Change in Austria: Officer Rules & Filings.

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