Board mandate
A Swiss resident board member who reads the figures
We take on mandates on the board of directors (Verwaltungsrat) of Swiss SMEs, with an accounting background and, if you live abroad, as a Swiss resident board member with signing authority.
from CHF 5,000 per year, excl. VAT
Services
What the mandate includes
Six points, and the list is short on purpose. A board member who promises a lot reaches far into a company that does not belong to them.
A seat on the board, registered
A member of our team is elected by the general meeting (Generalversammlung) and entered in the commercial register (Handelsregister) with the required signing authority. This allows your company to be represented by a person resident in Switzerland.
Sole signing authority as a rule
If our board member is the only person authorised to represent the company who is resident in Switzerland, they receive sole signing authority (Einzelunterschrift). For mandates for owners abroad, this is generally the case. Joint signature by two (Kollektivunterschrift zu zweien) is possible if two persons resident in Switzerland with joint signing authority ensure the representation. We clarify the appropriate arrangement before the election.
The signatures the law requires
The annual report, filings with the commercial register and the documents for the general meeting. Since 1 October 2026, the report to the transparency register (Transparenzregister) has been part of this. These are the papers a board of directors is responsible for, and only these.
One meeting a year, with minutes
With agenda items, resolutions and minutes that stand up to scrutiny. A second one if needed; anything beyond that we agree and price in advance, not afterwards.
Review of annual accounts and budget
We read the annual financial statements before we sign them, and we look at the liquidity planning. That is oversight, not management.
A call when things start to tip
In the event of a loss of half the capital or impending over-indebtedness (Überschuldung), the law requires the board of directors to act. You hear about it from us early, and not only in the minutes.
Scope
And what is expressly not included
- No operational management. The delegation to your management is set out in the organisational regulations (Organisationsreglement).
- No additional commercial power of attorney (Prokura).
- No additional bank power of attorney and no handling of your payments.
- No operational contracts: neither rent nor staff nor suppliers or customers.
- No representation before authorities outside company law.
- No strategic or operational advice. That is a separate mandate.
If we provide the only person authorised to represent the company who is resident in Switzerland, that person needs sole signing authority. This allows them to represent the company externally on their own. The list above describes our agreed scope of services. Under the Swiss Code of Obligations (OR), internal restrictions generally have no effect on third parties acting in good faith (Art. 718a CO). We agree separately with you and the bank how bank accounts and payment approvals are handled.
What cannot be excluded by agreement, on the other hand, are the duties that Art. 716a CO assigns to the board of directors and liability under Art. 754 CO. Anyone who offers you a mandate entirely free of responsibility is promising something that does not exist in Swiss company law. That is why we set out the scope of services and the internal allocation of tasks in writing.
Conditions
The conditions under which we accept
A seat on the board of directors means personal responsibility. That is why we are selective, and we say in advance what could make it fail.
Operating companies only
We take on mandates in companies that run a business. We do not do so in pure domiciliary companies (Sitzgesellschaften) without activities of their own: a board mandate there counts as financial intermediation under anti-money laundering law, with everything that goes with it. A holding company that holds operating subsidiaries counts as part of the first group for us.
The other conditionsInsight into the figures, clarity about who owns the company, meetings that actually take place, and a refusal if it does not fit.
We need to see the figures
Without insight into the ongoing accounts, we cannot exercise the financial control that the law assigns to us. As a rule, we therefore also keep the accounts, or at least review them quarterly.
We need to know who owns the company
Before every commitment, we clarify who the beneficial owner is and where the capital comes from. That used to be our own rule. Since the Transparency Act, it is also a report to the Confederation, and anyone who cannot provide it cannot award a mandate either.
Meetings actually take place
At least once a year, with agenda items and minutes. A board that never meets will not stand up to scrutiny in a dispute and does not protect you either.
We decline if it does not fit
With unclear structures, with business models we cannot assess, and whenever the impression arises that it is only about a name in the register. Better a refusal than a signature we could not answer for.
When an external member pays offOwners abroad, a board that reads the figures, financing or a succession, or governance that needs structure.
Owners abroad
You run a Swiss company but do not live here. Without a person with signing authority who is resident in Switzerland, the commercial register entry will not go through.
A board that reads the figures
Many SMEs fill their board of directors with family or acquaintances. A member who can assess annual accounts noticeably changes the quality of the meetings.
Before financing or a succession
Banks and buyers look at the composition of the board. An external member with a professional background is not decoration but an argument.
When governance needs structure
Minutes, resolutions, proper organisational regulations: we bring the structure that the Code of Obligations requires and that is often missing in day-to-day business.
The transparency register and your boardThe Transparency Act has been in force since 1 October 2026. It affects every Swiss AG, GmbH and cooperative, and it is the supreme management body that has to act. The essentials in four sentences.
- AG, GmbH and cooperatives are affectedAs are foreign legal entities with a branch, management or real estate in Switzerland. Sole proprietorships, partnerships, associations and foundations are exempt.
- What is reported is the person behind itAnyone who directly or indirectly holds at least 25 per cent of the capital or the votes, or controls the company in another way, with name, date of birth, nationality, municipality and country of residence and type of control. Changes must be reported within one month.
- The chair has to reportMore precisely, the most senior member of the governing body, which for a board of directors is the chair (Art. 12 TJPG). If that is us, we make the report as part of the mandate.
- The internal register is no longer neededThe report to the federal register replaces the register the company previously had to keep itself. The company still has to identify, verify and document its beneficial owners. The federal register is not public; access is limited to authorities and, for their due diligence, to bodies subject to the Anti-Money Laundering Act.
Who is affected, from what holding someone counts as a beneficial owner, which transitional periods apply and what the simultaneous revision of the Anti-Money Laundering Act means for advisers is set out in our article Transparency register: what Swiss companies must report (in German).
The framework
The figures behind it
- person with sole signing authority
- 1
- Resident in Switzerland. Alternatively, two persons resident there can represent the company jointly with joint signature by two. This person must have access to the share register (Art. 718 para. 4 Swiss Code of Obligations, CO; for a GmbH, Art. 814 para. 3 CO) and, since 1 October 2026, also to the documented information on the beneficial owners (Art. 8 para. 4 Transparency Act, TJPG).
- non-transferable duties
- 7
- Art. 716a para. 1 CO lists eight; the eighth, the compensation report, applies only to listed companies. For all others there are seven, from overall management to financial control to notifying the court of over-indebtedness. They cannot be delegated.
- years of liability
- 10
- As a rule, this is the period within which a claim can be asserted (absolute limitation period under Art. 760 para. 1 CO), longer in the case of a criminal offence. So the responsibility does not end when you leave the board.
- per year
- from CHF5,000
- The entry price for a mandate in a manageable company, excluding VAT.
The first three values are set out in the Code of Obligations and can be looked up. They also explain the fourth: a board mandate is not a formality but a role with personal responsibility that continues after you leave the board.
Your team
A board member with an accounting background
You run your business, we sit on the board. We read the annual financial statements before we sign them, and we look at the liquidity planning. That is oversight, not management.
Melanie GiangCo-founder
Silvio BörlinCo-founder
EmiliaAccounting & Payroll
OkiAI on the team
HarveyChief Happiness Officer
Kriesbachstrasse 30, 8600 Dübendorf · Monday to Friday, 9 am to 6 pm
Meet the whole teamClient reviews
What our clients say
Genuine Google reviews
4.9 out of 5 from 26 Google reviews, as of 10 October 2026
Reviews in German, as published on Google.
Platinum and implementation partner
bexio’s highest partner level, which comes with ongoing certification. Listed in the official directory of accounting firms.
Platinum partnerListed in bexio’s directory of accounting firmsRAB505484Licensed audit expertIn the register of the Federal Audit Oversight Authority (RAB)Both entries are public. One click is enough to check them.
Process
From the first conversation to the commercial register entry
Three steps. The first is a check in both directions. You look at us, we look at the company.
Getting to know each other and checks
We look at the company: business model, ownership structure, latest annual accounts, open risks. And you look at us. Both have to fit.
Framework, election and entry
We clarify the scope, the signing authority, the internal allocation of tasks, the meeting rhythm, the fee and the documents required. Plus the question of whether we also take over the accounting or the annual accounts. The general meeting then elects us, and the commercial register entry is updated. For a new company, this runs together with the formation.
Ongoing mandate
Meetings with agenda items and minutes, review of annual accounts and budget, availability in between. And a call when we notice something.
If the company is still being set up, this runs together with the company formation. If it is already running, the change on the board is a separate resolution of the general meeting.
The initial meeting
Let’s spend 30 minutes on your board mandate
The initial meeting is free and without obligation. Together we look at where your business loses time today and which of that work we can take on. Afterwards, you know where you stand.
Who would you like to talk to?
30 minutes, without obligation, by video or at our office in Dübendorf. Both of them hold the initial meeting personally.
Prefer email? info@onaccounting.ch
From the blog
Forming a company in Switzerland as a foreign national
3 min read · Company formation, Law
- Owning a company and working in Switzerland yourself are separate questions. Check the requirements for both.
- EU/EFTA nationals must demonstrate their self-employed activity to the competent authority.
- For third-country nationals, the requirements also depend on their existing residence status.
- A GmbH or AG must be able to be represented by a person resident in Switzerland.
Questions and answers
Frequently asked questions
What does a board mandate cost?
From CHF 5,000 per year, excluding VAT. That is the entry price for a manageable company with one meeting a year and the review of annual accounts and budget. More meetings, several companies, a complex ownership structure or a business with increased risk are reflected in the fee. We fix the amount before the general meeting holds the election.
Why does it cost more than an address?
Because it is something different. A board member is personally liable for damage caused by a breach of duty, and this liability does not end when they leave the board. On top of that come duties that cannot be delegated under Art. 716a CO: overall management, financial control, notifying the court of over-indebtedness. A mandate at the price of an address could not be performed properly. That is why we do not offer it that way.
Is there such a thing as a board mandate without responsibility?
No. The duties that Art. 716a CO assigns to the board of directors and liability under Art. 754 CO cannot be excluded by agreement. Anyone who offers you a mandate entirely free of responsibility is promising something that does not exist in Swiss company law. Responsibility does not end when someone leaves the board either: a claim can be asserted for up to 10 years (absolute limitation period under Art. 760 CO). We set out the scope of services and the internal allocation of tasks in writing. That does not remove the legal duties or the authority to represent the company externally.
Can you sign for our company on your own?
Yes, in the usual constellation. If our board member is the only person authorised to represent the company who is resident in Switzerland, sole signing authority is needed. Joint signature by two is an option if two persons resident in Switzerland with joint signing authority ensure the representation. A second signature from a person abroad is not sufficient for this. Sole signing authority entitles the holder to represent the company externally. Which tasks we perform in the mandate is set out separately.
Will you interfere in our management?
The operational business stays with your management. For this, the delegation must be set out in the organisational regulations. Concluding operational contracts and strategic or operational advice are not part of our agreed scope of services. We read the annual financial statements before we sign them, and we look at the liquidity planning. Our legal duties remain in place. In the event of a loss of half the capital or impending over-indebtedness, the law requires the board of directors to act. You hear about it from us early, and not only in the minutes.
Do we also have to give you our accounting?
Not necessarily, but as a rule, yes. The Code of Obligations assigns financial control to the board of directors, and without insight into the current figures we cannot exercise it. If your accounting is done elsewhere, we agree at least a quarterly review. We do not take on a mandate without any insight at all.
Do you also take on mandates in domiciliary companies?
No. We take on mandates in companies that run a business. We do not do so in pure domiciliary companies without activities of their own: a board mandate there counts as financial intermediation under anti-money laundering law, with everything that goes with it. A holding company that holds operating subsidiaries counts as an operating company for us.
We live abroad. Is a board mandate enough for the formation?
For the Swiss residency requirement of an AG, our board mandate can be sufficient: if our team provides the only person authorised to represent the company who is resident in Switzerland, this person is entered with sole signing authority. What counts is residence, not nationality. In a GmbH, this function must be performed by a managing director (Geschäftsführer) or a director; a GmbH has no board of directors. What the mandate does not replace is a business address. We do not offer a registered address. Nor does it replace any residence or work permit that may be required.
How long does such a mandate run?
The general meeting elects the board of directors for the term of office set out in the articles of association. If the articles say nothing, it is 3 years; they can provide for at most 6 (Art. 710 para. 2 CO). We enter into a mandate with the intention of holding it for years. Short-term bridging is rarely sensible, because getting to know the company makes up a significant part of the effort.
What happens if the company runs into difficulties?
Then the mandate becomes serious. In the event of a loss of half the capital and in the event of over-indebtedness, the law requires the board of directors to act: to examine restructuring measures, to prepare interim accounts and, if necessary, to notify the court. We tell you early if we see this development coming. That is unpleasant, but it is exactly the point at which an external board member proves their worth.