The firm administrator in Switzerland

Trustees in Switzerland
The fiduciary administrator in Switzerland plays a key role in the management of a company. Find out more about their missions and objectives within a company.

Table of contents

Fiduciary administrator: how does it work?

Trustee: how does it work?

What is a trustee?

A fiduciary in Switzerland is a person or entity who manages the assets or interests of a company, the mandatary, under a principal's contract. The fiduciary is responsible for the administration of the company, including the overall management and diligence of the business. Depending on the role, he or she may also be responsible for tax matters, such as tax returns and VAT.

Directors and corporate governance

The fiduciary administrator in Switzerland, as part of the corporate governanceacts as an agent for the principal, who is often the shareholder or the board of directors. Its main responsibility is to ensure that the company is managed in a way that respects the principles of corporate governance, notably in terms of transparency, the balance between management and control, and the management of risks and conflicts of interest.

The trustee is responsible for ensuring that processes are properly implemented, and for integrating ethical values which are essential for good governance.

The responsibilities of fiduciary directors

In very rare cases, a shareholder/manager/director can be made liable for the company's debts if it is mismanaged.

Legal basis

Under Article 754 of the Swiss Code of Obligations (CO), members of the Board of Directors and all other persons responsible for the management of a company are liable to the company and to each shareholder or creditor for damage caused intentionally or through negligence. This applies equally to SA (Société Anonyme) than Sàrl (limited liability company).

Liability conditions

In order for a director or manager to be held personally liable, the following four conditions must be met:
The person targeted has failed to meet his or her obligations, particularly with regard to due care and loyalty. This failure constitutes a fault, committed either intentionally or through carelessness. This fault results in damage, which must be directly and reasonably linked to the wrongful act. 
 
Anyone wishing to bring a liability action must prove the existence of these elements. In reality, however, providing such evidence often proves complicated, as courts are generally reluctant to evaluate past decisions.

Scope of liability

Visit personal responsibility The director of a company may be liable out of his or her own assets for the debts of the company, as well as for funds in excess of his or her investment in the company.
Board members and directors can also be prosecuted for non-payment of taxes or social security contributions.
Similarly, in the case of a public or private limited company, they may be held liable if the company's bankruptcy was belatedly announced to the court, even though a situation of overindebtedness existed beforehand and damage resulted from this late filing.

The risks of being a principal

It's important to always think carefully before accepting a position as a member of a company's board of directors (director, officer). In this case, monitoring the company's financial statements (ideally with the help of an accountant), controlling the company's affairs and taking out directors' and officers' liability insurance are ways of limiting the risks.

How can I protect myself against risks?

It is possible to conclude a contract between the principal and the agent stating that the latter undertakes to assume all costs or damages resulting from the management of the business. However, this agreement would be valid only between the two parties, and would not be enforceable against third parties who had not signed the contract (principle of relativity of contracts).

This means that creditors could still hold the principal liable and demand payment from him in the event of the company's bankruptcy/debt due to mismanagement. They could then ask the agent to reimburse them under the terms of their contract. But if the mandatary does not have the money to do so, the principal will have to pay these amounts without having been reimbursed by the mandatary.

When should a trustee be called in?

Foreigners and cross-border commuters

A foreigner or cross-border commuter may open a company (SA or Sàrl) in Switzerland, provided he appoints a member of the Board of Directors domiciled in Switzerland, with individual signature.

Management assistance

Swiss residents wishing to set up their own business can also call on the services of a fiduciary administrator. The trustee will be able to help you manage your finances, taxes and business in general in the best possible way.

Advantages of hiring a trustee

The benefits of using a trustee include professional and compliant management in terms of accounting, taxation and corporate administration, legal representation, strategic advice on corporate governance, and assistance with the preparation and management of legal documents. This enables companies to concentrate on their core activities while ensuring that their legal and financial obligations are met.

Fidulex's directorship

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Frequently Asked Questions

The director of an AG or GmbH may be a legal entity or an individual. In general, the administrator is a fiduciary company or a person in the fiduciary fieldsuch as a chartered accountant, trustee, tax advisor or finance and accounting specialist.

Choosing the right fiduciary involves thorough research. Fidulex recommends choosing a fiduciary that includes experts and specialists in business management, recognized in Switzerland. It's also a good idea to talk to your friends and family, and to check the reviews of trustees on the Internet.

He acts as an agent for the principal and is often a member of the board of directors, to ensure transparency and balance in the management of the company.

When a director fails to meet his or her obligations, causing a damage related to this fault through negligence or intent.

For foreigners or cross-border commuters wishing to open a business in Switzerland, but also for people who want to benefit from professional management and strategic business advice.