Switzerland 2026: How to Appoint and Remove Directors, AG & Gmbh (process, Resolutions & Filings)

Appointing directors Switzerland requires more than a signature on a resolution: it demands the correct corporate body, the right voting threshold, proper notarisation where required, and a timely filing with the Commercial Register. Alongside these steps, Switzerland’s transparency framework, including the obligations to maintain a register of beneficial owners under the Swiss Code of Obligations and the transparency reforms adopted by Parliament that introduce a federal beneficial-ownership register, adds a further layer of record-keeping that can touch a director change. This guide sets out the procedure for both the Aktiengesellschaft (AG) and the Gesellschaft mit beschränkter Haftung (GmbH), with sample resolution wording, filing checklists, cost ranges and timelines.

It is written for company secretaries, in-house counsel, founders and external corporate advisers who must execute appointments and removals and complete the statutory filings correctly the first time.

Overview, Why This Matters in 2026

Director changes are among the most common corporate filings in Switzerland, yet they are frequently mishandled, a resolution passed by the wrong body, a signature that should have been notarised, or a director acting on bank mandates before the register has been updated. For an AG, directors are appointed by the shareholders in general meeting; for a GmbH, managing officers are appointed by the members. Both forms require a Commercial Register entry, and both are affected by Switzerland’s evolving transparency and beneficial-ownership requirements.

The practical effect of the current transparency framework is that appointing directors Switzerland-wide carries additional data-collection and retention duties. Companies must be able to demonstrate who controls the entity and to keep those records current. Anyone responsible for corporate housekeeping should treat every appointment and removal as a compliance event, not merely an administrative one.

What this guide covers

• Eligibility. Who may serve as a director of an AG or GmbH and the practical constraints.
• Step-by-step process. From drafting the resolution to post-appointment compliance.
• Required documents. Distinct checklists for AG and GmbH, appointments and removals.
• Timelines, deadlines and costs. Realistic durations and fee ranges by canton.
• Transparency and beneficial ownership. How current and forthcoming disclosure duties affect director filings.

Quick comparison: AG vs GmbH

The two company forms diverge on who appoints officers, whether notarisation is required, and how representation works. A full comparison table appears within the step-by-step section below, but the headline distinction is this: an AG board may delegate day-to-day management, whereas GmbH managing officers typically manage and represent the company directly. That structural difference drives many of the procedural and liability points that follow.

Eligibility, Who Can Be a Director and Key Legal Requirements

Before any resolution is drafted, confirm that the candidate is eligible and that the appointment will not breach the articles of association or any regulatory constraint. Eligibility rules under the Swiss Code of Obligations are relatively permissive, but practical and cantonal considerations can be decisive.

AG director requirements

A member of the board of directors of an AG must be a natural person with legal capacity. Swiss law does not impose a nationality or residence requirement for board members themselves, so foreign nationals may serve on the board. The key practical requirement is representation: the company must be capable of being represented by at least one person domiciled in Switzerland. That person may be a board member or a duly authorised officer with signatory power, but the requirement cannot be ignored, a company with no Swiss-resident representative cannot be properly registered.

When considering AG director requirements, verify the domicile of the representing person, capacity, and any special provisions in the articles (for example, a maximum board size or a requirement for professional qualifications).

GmbH managing officers vs board members

A GmbH is managed by one or more managing officers (Geschäftsführer). Unlike the AG, where the board may delegate management, the GmbH places management and representation directly in the hands of the managing officers. As with the AG, at least one person entitled to represent the company must be domiciled in Switzerland. Members themselves may act as managing officers, or the members may appoint third parties. Where the articles or a members’ agreement allocate specific management functions, those provisions must be respected in the appointment.

Disqualifications and fit & proper

For most companies there is no formal licensing of directors, but a candidate lacking legal capacity or subject to a relevant disqualification cannot serve. For regulated entities, banks, securities firms, insurers and other institutions supervised by FINMA, additional fit-and-proper expectations apply. FINMA expects board members and senior management of supervised institutions to demonstrate the necessary integrity, expertise and good standing, and notification or approval obligations may attach to board changes. Confirm the regulatory status of the entity before finalising any appointment.

Due diligence checklist on director candidates:

• Identity and capacity. Certified passport or ID copy and confirmation of legal capacity.
• Domicile. Proof of address and confirmation of Swiss-resident representation for the company.
• Conflicts and disqualifications. Screening for insolvency, disqualification or conflicting mandates.
• Regulatory fit. Fit-and-proper assessment where FINMA supervision applies.
• Beneficial ownership. Completed questionnaire supporting beneficial-ownership record-keeping.

Step-by-Step: Appointing Directors Switzerland (AG & GmbH)

The following procedure applies to both the ordinary director appointment Switzerland scenario (appointment by shareholders or members) and to board co-option where the articles permit it. Follow the steps in order; skipping the notarisation or filing steps is the most common cause of rejected applications.

Step 1, Prepare the shareholder or members’ resolution

Determine which body has authority. For an AG, board members are elected by the shareholders’ general meeting (ordinary or extraordinary). For a GmbH, managing officers are appointed by the members’ meeting (Gesellschafterversammlung). Confirm the quorum and voting threshold in the articles; absent special provisions, a simple majority of votes represented generally applies, but articles or the law may set higher thresholds for certain matters.

A resolution recording a director appointment must clearly identify the appointee, the effective date and the scope of signatory authority. Sample wording (template, legal review required):

AG, shareholder resolution: “The general meeting resolves to elect [Full Name], [date of birth], of [address], as a member of the board of directors of [Company] AG with effect from [date], with [single/joint] signatory authority, for a term expiring at the [year] ordinary general meeting.”

GmbH, members’ resolution: “The members’ meeting resolves to appoint [Full Name], [date of birth], of [address], as managing officer of [Company] GmbH with effect from [date], with [single/joint] power of representation.”

Step 2, Director consent, declarations and beneficial-ownership questionnaire

Obtain the appointee’s written acceptance of office. Collect a certified copy of identification, proof of address, a specimen signature, and a completed beneficial-ownership questionnaire supporting the company’s records. Where the director also holds or controls a qualifying interest, the questionnaire captures the data needed for the company’s beneficial-ownership register. Gather these documents before the filing is prepared, as missing declarations are a frequent cause of delay.

Step 3, Notarisation and signature formalities

Notarisation requirements vary by company form and canton. Any amendment to the articles of association must be notarised for both AG and GmbH. For appointment filings, specimen signatures filed with the register generally require certification of the signatory’s signature. AG director appointments often proceed without notarisation of the appointment itself. Always confirm the specific requirement with the competent cantonal Commercial Register office before booking a notary, because cantonal practice differs.

Step 4, File the application with the Commercial Register

The application to enter the new director in the register is filed with the competent cantonal Commercial Register office. Filing channels vary by canton; the application must be signed by authorised signatories of the company or submitted by a notary or an authorised agent under power of attorney. The filing typically includes the resolution, the director’s consent and specimen signature, and supporting identification. The public Commercial Register maintained by each cantonal authority becomes the definitive record on which third parties rely.

Step 5, Publication in SHAB and internal register updates

Once the registration is processed, the change is published in the Swiss Official Gazette of Commerce (SHAB / SOGC). In parallel, update internal records: the minute book, the company’s register of officers, and the register of beneficial owners maintained under the Code of Obligations. Keeping internal registers synchronised with the public register is a core compliance discipline.

Step 6, Post-appointment compliance

Appointment does not end at the register. Update bank signatory mandates once the register extract is available, notify the tax authorities and social security bodies where the director draws remuneration, review directors’ and officers’ insurance, and confirm any employment-law arrangements. For FINMA-supervised entities, complete any required notification of the board change. Only when these downstream steps are done is the appointment operationally complete.

Step / Who / Duration timeline

AG vs GmbH comparison

Removing a director and the removal process

Removal generally mirrors appointment in reverse. Because a director appointed by the shareholders or members can be removed by that same body, a resolution to remove a director passed in accordance with the articles and the Code of Obligations is generally sufficient, and a director may in principle be removed without cause (subject to any contractual claims that may arise). Procedural fairness and complete recordkeeping are essential to avoid disputes over the validity of the removal. Where the director resigns, the resignation procedure begins with a written resignation letter; the company then passes an acknowledging or removal resolution, files the change with the Commercial Register, and updates all mandates and internal registers. Retain both the resignation letter and the minutes.

Required Documents, Appointment and Removal Filings

Assemble the correct documents before drafting the filing. Foreign documents may require certified translation into an official language of the canton and, in some cases, an apostille or legalisation. The lists below differ between AG and GmbH.

Timeline and Deadlines, Effective Dates and Register Updates

A recurring point of confusion is when an appointment actually takes effect. As between the company and the appointee, the appointment is effective from the date specified in the resolution (subject to acceptance). However, third parties, banks, counterparties and the register itself, rely on the Commercial Register extract and the SHAB publication. In practice this means a director may hold office from the resolution date but cannot reliably exercise signatory powers towards banks until the register is updated and an extract is available.

The practical risk is acting before registration: a director who signs binding documents or operates a bank mandate before the register is updated may create uncertainty over authority. Aim to have the filing lodged promptly after the resolution, and to update bank mandates only once the extract confirms the change. Internal registers, including the beneficial-ownership records, should be updated as soon as the appointment or removal is resolved, not deferred until publication.

Costs and Fees, Filing, Notary and Legal Costs

Costs vary by canton, by company form and by complexity, foreign documents, certified translations and expedited handling all increase the total. Treat the ranges below as approximate only and verify current figures with the competent cantonal register and notary tariffs.

Transparency and Beneficial-Ownership Duties Affecting Director Reporting

A key consideration for anyone appointing directors Switzerland-wide is the beneficial-ownership framework. Under the Swiss Code of Obligations, companies already have duties to identify beneficial owners of qualifying participations and to maintain a register of beneficial owners. In addition, the Swiss Parliament has adopted legislation to strengthen transparency of legal entities, including the introduction of a central federal register of beneficial owners administered at federal level, with a phased entry into force. These rules extend the information companies must gather and retain when officers and controllers change. Directors are affected both as potential record subjects and as the persons responsible for maintaining accurate corporate records.

Beneficial-ownership reporting triggers on director changes

Where a director also holds or controls a qualifying interest in the company, the data that establishes that control must be captured for the company’s beneficial-ownership records and, where applicable, for registration. A change in the board or management may therefore trigger a review of the beneficial-ownership position, for example where an incoming officer is also a controlling participant. The practical takeaway is that appointment and beneficial-ownership review should be handled together rather than as separate exercises.

Practical steps to comply

• Collect at the point of appointment. Use the beneficial-ownership questionnaire in Step 2 so the data is captured contemporaneously.
• Retain records. Keep the declarations, supporting identification and minutes for the retention period required under the applicable rules.
• Reconcile registers. Ensure the internal beneficial-ownership register is consistent with the Commercial Register after every change.
• Respect privacy. Handle personal data proportionately and limit access to those who need it for compliance purposes.

Because the detailed rules and their timing depend on the relevant federal legislation and implementing ordinances, confirm the exact reportable fields, formats and effective dates against current guidance from the Federal Office of Justice and the Federal Department of Finance before filing. The practical burden tends to fall most heavily on groups with layered ownership, where identifying the ultimate controllers requires careful analysis.

Common Pitfalls and How to Avoid Them

• Acting before registration. Directors exercising bank or signatory powers before the register is updated risk challenges to their authority, wait for the extract.
• Missing notarisation or certification. Assuming one canton’s or one form’s practice applies elsewhere leads to rejected applications; confirm cantonal requirements first.
• Insufficient due diligence. Failing to verify capacity, domicile and regulatory fit can invalidate an appointment or breach FINMA expectations.
• Neglecting bank and authority updates. An appointment is not operationally complete until mandates, tax and social security records are updated.
• Misunderstanding effective dates. Confusing the resolution date with the registration date creates gaps in authority, document both clearly.
• Overlooking beneficial-ownership records. Treating a director change as purely administrative and ignoring the beneficial-ownership review is a compliance risk.

Conclusion

Appointing directors Switzerland-wide is a disciplined, staged process: identify the correct corporate body, pass the resolution with the right threshold, collect the consent and identity documents, satisfy any cantonal notarisation or certification requirement, file with the Commercial Register and complete the downstream banking, tax and beneficial-ownership updates. Switzerland’s transparency framework raises the stakes for record-keeping, making every appointment and removal a compliance event as much as an administrative one. Companies that build the beneficial-ownership review into the appointment workflow, respect effective-date distinctions and verify cantonal notarisation requirements will complete director changes cleanly and avoid the most common causes of rejected filings.

This guide is general information and not legal advice; readers should confirm specific requirements with the competent cantonal register and take advice for regulated entities.

Sources

1. Fedlex, Swiss federal law portal (Swiss Code of Obligations, OR/CO)
2. Federal Office of Justice (FOJ)
3. Zefix, Central Business Name Index / Commercial Register search
4. Swiss Official Gazette of Commerce (SHAB / SOGC)
5. FINMA, Swiss Financial Market Supervisory Authority
6. Swiss Bar Association (Fédération Suisse des Avocats)
7. Federal Department of Finance (FDF)