Setting up a Swiss company from abroad: the resident representative
Setting up a Swiss company asks for neither Swiss nationality nor Swiss residence. One rule does count: the company must be able to be represented from inside Switzerland.
Owning a Swiss company does not require you to live in Switzerland. Swiss law sets no nationality or residence condition for the owners of a limited liability company (société à responsabilité limitée, Sàrl) or a company limited by shares (société anonyme, SA). It does set one condition foreign founders rarely expect: the company must always be able to be represented from inside Switzerland.
Ownership is open
Someone living abroad can hold all the quotas of a Sàrl or all the shares of an SA. Neither nationality nor place of residence is a condition of incorporation: the law steps in at management level, not at ownership level.
Who can represent the company
The company must be able to be represented by a person resident in Switzerland. In a Sàrl that person is a managing officer (gérant) or a director; in an SA, a member of the board (conseil d’administration) or a director. Nationality again plays no part — only residence in Switzerland counts.
What matters is the real power to bind the company. For every person entered in the commercial register (registre du commerce), the extent of that power is stated: sole signature, joint signature by two, or none at all. A title without signing authority does not satisfy the condition.
Registered office and registered address
Two separate pieces of information appear in the register:
- the registered office (siège), the place from which the company is administered;
- the registered address (domicile), the address at which the company can be reached at its registered office.
That address must be in the same municipality as the registered office. A company without premises of its own can be registered at a third party’s address; the register then asks for that third party’s agreement.
What the register makes public
Signatures filed with the commercial register must be certified — worth arranging in advance if you are signing from abroad. After that, any change of address or of a registered person must be reported without delay. All of it is public: anyone can look up a Swiss company’s address and the people entitled to act for it.
How we help
We prepare your incorporation with you from Fribourg: choice of legal form, the file for the notary and the commercial register, and the registered address when you do not yet have premises in the canton. We look at how the resident representative requirement can be met in your case, and we then take care of the company’s accounting and tax obligations.
Planning a company in Switzerland? Call us.
+41 26 303 36 69