If you are planning to establish or takeover a Swiss stock corporation, you require an administrative board by law which is responsible for the management of business. A Swiss stock corporation must be represented by at least one person who is a resident of Switzerland. This person must be entered in the commercial register. Foreign sole stockholders who are not a resident of Switzerland therefore require a representative who is a resident of Switzerland, who will also ensure their anonymity if necessary. Other motives and considerations may prevent the exercise of executive management by an individual which in turn requires the appointment of a representative to safeguard their interests. Under no circumstances can administrative board members be shareholders. An administrative board of this type acts under its own name but in the interests and under the direction of a third party, i.e., in a fiduciary capacity.

The details for holding an office, compensation and termination are regulated by a mandate agreement. The fiduciary administrative board accepts instructions from the client, but must exercise its office in accordance with legal and statute regulations. In the process, it must look after the interests of the company - these may be different from those of shareholders - and not do anything that may be detrimental to the company.

Therefore, in disputes, the company's interests take precedence over the interests of shareholders. When acting in a fiduciary capacity, the administrative board is subject to full legal responsibility as well. Liability is very strict in Switzerland. Among other responsibilities, administrative boards are personally liable for unpaid social security contributions and taxes. They can be held responsible under both criminal and civil law.

Our specialists assume fiduciary mandates as the sole board of management for domestic and foreign clients. As an active administrative board, delegate or president of the administrative board, we contribute to this professionalism and thus to the sustained successful growth of your company, with our experience and expertise. Administrative board mandates generally last for many years. Alternatively, we provide support to the administrative board as an experienced "sparring partner" during periods involving demanding change.

An overview of our services:

• Active participation in strategic decisions
• Assumption of important negotiations on behalf the administrative board or management
• Support with critical projects and investment projects
• Support in the creation and implementation of company strategy
• Support at financial and operative restructuring