Art. 718 para. 4 CO · SA Art. 814 para. 3 CO · Sàrl Art. 754 CO · Liability Art. 52 LAVS · Joint liability for AVS Art. 731b CO · Dissolution by the court

The lock

A question
of residence.
Nothing else.

A Swiss company cannot be entered in the commercial register unless someone resident in Switzerland can represent it: art. 718 para. 4 CO for the SA, art. 814 para. 3 CO for the Sàrl. Not nationality, not a permit: residence. Without a resident director, there is no company.

If no registered director lives here, the file is returned. A company that later loses its last resident director falls under art. 731b CO — see organisational default.

Many arrive searching for a nominee director. Not what we do: a lent name leaves the liability where the law puts it, and a bank sees through it.

Raphaël Quiblier, director, is resident in Switzerland. The qualification the law requires.

The other pages of this site are in French. Write to us in English — we answer in English.

The other side

What the director
really commits.

The law holds him answerable for what the company does not pay.

The guide to sham seats
01Art. 754 CO — personal liability

He answers for loss caused by a breach of duty, even negligent, out of his private assets.

02Art. 52 LAVS — joint liability for contributions

Contributions withheld and unpaid: the fund pursues the directors jointly and severally, on their own wealth.

03VAT — the same logic

Liability from CHF 100’000 of turnover, at 8.1 %. Officers answer for unpaid tax.

04Art. 725 CO — notify the court

On over-indebtedness, the board must notify the court. Delay is a breach in itself.

05Art. 731b CO — dissolution by the court

No corporate body, or unreachable at its seat: the court orders dissolution, liquidated under bankruptcy rules.

Our position

We do not lend a signature. We sit.

We convene, hold meetings, draft minutes, read the accounts and check the AVS statements. Otherwise a mandate is a name for rent.

Fees

The price is published.
So is the risk premium.

The application is free.

The mandate

Director of an SA, manager of a Sàrl

from CHF 1’500 / month

CHF 18’000 a year, risk premium in addition

The base case: no staff here, below the VAT threshold, beneficial owner in Switzerland or the EU. Complexity becomes a risk premium. Invoiced on top of the Circle: CHF 1’300 / month.

The entry

Free application, then due diligence

CHF 0 · application

You apply without paying. The interview follows, then a deep review before liability is assumed.

The risk premium — four factors

Supplements add to the CHF 1’500 base. The amount is settled after the review.

FactorBandMonthly supplement
1 · CapitalUp to CHF 20’000+ CHF 0
CHF 20’001 to 500’000+ CHF 150 to 300
More than CHF 500’000from + CHF 600
2 · TurnoverBelow the VAT threshold+ CHF 0
CHF 100’000 to 2 million+ CHF 150 to 400
More than 2 millionfrom + CHF 800
3 · SectorConsulting, software, B2B trade+ CHF 0
Trading, e-commerce, real estate, construction+ CHF 200 to 400
Activity subject to licensing+ CHF 700
4 · Beneficial owner’s countrySwitzerland, EU, EFTA, United Kingdom+ CHF 0
Other countries, off the FATF lists+ CHF 200 to 450
FATF call-for-action or sanctioned countrydeclined

Consulting Sàrl, partner in France: CHF 1’650 / month. E-commerce SA, 3 million turnover, owner outside the OECD: CHF 3’250 / month. Same calculation in the eligibility questionnaire.

No security deposit

No security deposit, no provision. Fees are invoiced monthly in advance.

When a company stops paying, the fund does not pursue the shareholder abroad. It pursues the director who lives here. That risk is covered by the premium above, not by blocked funds.

Comparison

The market and us.
The gap is deliberate.

The market rarely publishes this price. When it does, the mandate runs between CHF 2’400 and 4’800 a year. We charge four to seven times that: at 200 francs a month, nobody reads your accounts.

What is comparedMarket, CHF 2’400 to 4’800 / yearPavillon, from CHF 18’000 / year
Review of the fileA form and a passport copyIn-depth review, right to decline
Meetings and minutesOne annual meeting signed remotelyNotices, meetings held, minutes drafted
AVS and VAT monitoringNone; you find out at year-endQuarterly check of the statements
Mandates per directorNot disclosed, sometimes dozensTwelve companies. Not thirteen.
Notice of termination30 days, or immediate resignation6 months

The person who sits is named: Raphaël Quiblier, resident in Switzerland, more than 150 million francs of transactions.

Admissibility

Our refusals,
written in advance.

A provider who accepts everything protects no one.

Test my file
01The shell with no activity

Formed to carry an address and a number, it needs a director only to pass a counter.

02Effective management abroad

Decisions, staff and clients elsewhere, the seat reduced to letterhead: a reclassification awaiting its audit. Case law.

03A beneficial owner who cannot be documented

An opaque ownership chain, no individual named at the top. Without identification we can neither keep the register nor answer a bank.

Honesty

Three alternatives
to our mandate.

For some files they beat ours.

Hire a resident salaried officer

Clean, and real substance. But such an executive costs more than CHF 120’000 a year, and his departure puts you back in default.

Move to Switzerland yourself

The soundest answer: the lock falls away, effective management stops being a question. But it takes a real home and taxes paid here, and a third-country national meets the quotas.

Appoint someone close who lives in Switzerland

Free, immediate, formally compliant. But you hand unlimited liability (art. 754 CO) and joint AVS liability (art. 52 LAVS) to someone you care about.

A fourth route circulates and is not one: entering a resident who signs a liability waiver. No effect on third parties.

Questions

Six questions,
six clear answers.

Can I set up a Swiss company if I am not resident in Switzerland?

Yes, but not alone. A foreigner may hold 100 % of the capital. But art. 718 para. 4 CO (SA) and art. 814 para. 3 CO (Sàrl) require someone resident in Switzerland able to represent the company. Without one, the register refuses.

Why CHF 1’500 a month when the market quotes 2’400 to 4’800 francs a year?

Risk, not hours. He answers personally (art. 754 CO) and jointly and severally for AVS contributions (art. 52 LAVS). At 200 francs a month, nobody reads your accounts.

What does it cost to apply?

Nothing. The application is free and without obligation, and the interview is not invoiced.

Is a security deposit required?

No. No security deposit and no provision are required. The mandate fees are invoiced monthly in advance.

What signing authority does the resident director hold?

Settled in writing before the entry and published in the register. At a minimum, joint signature by two on the bank and the capital. We also refuse to be entered with no authority at all.

Are the Circle and the director mandate invoiced together?

They add up: the Circle at CHF 1’300 is the domiciliation, the mandate from CHF 1’500 a corporate office. Both together, from CHF 2’800 a month before the premium.

See also: registered office · The Circle · a Sàrl · fees · who signs · the method.

Application

We do not lend
a signature.
We sit.

Free application, an interview, a decision within five working days. Twelve companies: not thirteen.

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