Governance Mandate – Forming a Company Without Swiss Residence
The governance mandate meets the Swiss residence requirement in the body: how a local authorised person makes a GmbH or AG possible…
Read more →Governance & corporate mandate
Board mandate in Canton Zug: board member or managing director
A board mandate or a management mandate – together called a governance mandate – provides your Swiss AG or GmbH with an authorised representative as board member or managing director: resident in Switzerland, with a business address in Canton Zug. This meets the statutory representation requirement under the Code of Obligations, even when owners and management are based abroad. We take on such mandates on request – only after a mandate review (KYC) and on individually quoted terms.
- Individual quote after review
- Mandate review (KYC) before acceptance
- Representative resident in Switzerland
- Meets the statutory representation requirement
No obligation · confidential · initial call before any quote
At a glance
- Legal basis
- Art. 718 para. 4 CO
- GmbH equivalent
- Art. 814 para. 3 CO
- Roles
- Board (AG) · MD (GmbH)
- Requirement
- Residence in Switzerland
- Location
- Baar (Zug)
- Terms
- on request, after review
General information, not legal advice.
Basics & legal situation
What is a governance mandate – and why does the law require it?
Local representation for your Swiss company – explained soberly, with the legal basis.
A governance mandate is the assumption of a corporate office – as a board member (AG) or a managing director (GmbH) – by a person resident in Switzerland with signing rights. It is also called a board mandate or a management mandate. The person is entered in the commercial register with signing rights and handles formal representation, while operational and strategic control remains with you.
The legal basis is the Swiss representation requirement. Under Art. 718 para. 4 CO a company limited by shares must be able to be represented by a person resident in Switzerland – as a member of the board or as a director, with sole or joint signing rights. The same requirement applies analogously to the GmbH management under Art. 814 para. 3 CO.
What matters is not nationality but residence and the power of representation. If no one among the owners or the management is an authorised representative resident in Switzerland, this requirement can be met through a governance mandate. Competencies, instruction rights and reporting lines are set out in writing in advance; the legal classification depends on the individual case and is clarified beforehand.
More in our answers to frequently asked questions, in the overview of company formation in Canton Zug, on relocating your seat to Zug or on a business address in Baar (Zug).
Scope of services
What a board or management mandate covers
We provide a person resident in Switzerland with signing rights as a governing body of your company – as a board mandate for an AG or a management mandate for a GmbH.
Board or management mandate
Taking on a mandate as a board member (AG) or managing director (GmbH) – within clearly defined competencies.
Representative resident in Switzerland
A person resident in Switzerland with the right to represent and sign – the basis for the Swiss representation requirement.
Entry in the commercial register
Registration of the authorised signatory with sole or joint signing rights, as your structure requires.
Clear governance & instruction rights
Defined competencies, instruction rights and reporting lines – set out in writing. Your operational control stays with you.
Meeting the legal requirement
Securing representation under the Code of Obligations (Art. 718 para. 4 / Art. 814 para. 3 CO).
Combinable from one source
On request together with a domicile address, company formation, seat relocation and accounting in Canton Zug.
Swiss representation requirement
When do you need a governance mandate?
A Swiss GmbH or AG must be able to be represented by at least one person resident in Switzerland. If that person is missing, a mandate comes into play.
No representative resident in Switzerland
A Swiss GmbH or AG must be able to be represented by at least one authorised signatory resident in Switzerland. If this is missing among the owners or managers, a governance mandate closes the gap.
Owners or management abroad
If all beneficial owners or managers are based abroad, local representation is often missing – a prerequisite for registration and ongoing operations.
Formation or relocation to Canton Zug
When forming a company or relocating to Canton Zug – with a business address in Baar – the representation requirement can be secured from a single source.
Who it's for
Who a governance mandate is for
A governance mandate makes sense wherever the legally required representative resident in Switzerland is missing among your own people.
Foreign-owned Swiss GmbH or AG that needs a representative resident in Switzerland.
International founders and owners running a company without their own Swiss residence.
Companies that must demonstrate local representation on the board or in management.
Structures wanting to reflect Swiss substance and governance professionally and verifiably.
Integrity & due care
A mandate with responsibility – not just an entry
As a governing body we carry legal responsibility. We therefore accept mandates carefully and only after review – in the interest of both sides.
Responsibility & liability
A governing body carries legal responsibility and duties of care towards the company (including liability under Art. 754 CO). We accept mandates deliberately and only when structure, activity and business purpose are transparent.
Review before acceptance (KYC)
Before each mandate we review background, beneficial owners and business activity. This keeps a mandate serious and compliant.
Governance stays with you
Clear instruction rights, defined competencies and clean documentation. The mandate serves legally compliant representation – not a takeover of your business.
In four steps
How taking on a mandate works
From needs assessment through review to the register entry – structured and transparent.
1
Initial call & needs assessment
We clarify your structure, your needs and the requirements for the mandate – legal form, signing rights and reporting lines.
2
Mandate review & KYC
Review of background, beneficial owners and activity – the basis for any acceptance.
3
Individual quote
After the review you receive a transparent quote – based on scope, responsibility and effort. No standard online price.
4
Mandate & register entry
Once accepted we take on the mandate and arrange the register entry of the authorised signatory.
Note: governance mandates are granted individually and subject to mandate review (KYC); the legal details are clarified case by case. This page is general information and not legal, tax or investment advice.
Terms
Terms on request – after review
The scope, responsibility and requirements of a governance mandate vary considerably depending on the company, legal form and activity. There is therefore deliberately no standard online price. After a short call and the mandate review (KYC) you receive an individual, transparent quote.
What to have ready for the quote:
- Legal form and seat of your company
- Planned or current business activity
- Beneficial owners
Request a mandate
Describe your structure – quote after the mandate review
The more precisely we know legal form, seat and activity, the sooner we can start the mandate review and send you a quote.
Prefer to talk? Arrange a free initial call via the contact page.
Everything from one source
Combine the mandate with Swiss substance
A governance mandate works best alongside genuine Swiss substance in Canton Zug – with a business address in Baar.
Business address in Baar (Zug)
A domicile address in Baar ZG, registrable in the commercial register – with or without a c/o note.
Learn moreCompany formation GmbH or AG
Formation in Canton Zug at a fixed price – combinable with a governance mandate if needed.
Learn moreSeat relocation to Zug
Move the statutory seat of your existing company to Canton Zug.
Learn moreAccounting & fiduciary services
Ongoing accounting and annual accounts – so your company is cleanly managed.
Learn moreFAQ
FAQ about governance mandates
What is a governance mandate? +
A governance mandate means an external person resident in Switzerland acts as a governing body of your company – as a board member (AG) or managing director (GmbH) with signatory rights. This lets your company meet the Swiss representation requirement even when owners and management are based abroad. Operational control stays with you.
Do you take on board mandates in Canton Zug? +
Yes, on request: we provide your AG with a person resident in Switzerland as a member of the board of directors, or your GmbH with a managing director – with signing rights and entry in the commercial register. Before accepting, we review the structure, beneficial owners and activity (KYC); you receive the terms as an individual quote. Operational control stays with you.
What does Art. 718 para. 4 CO say? +
Under Art. 718 para. 4 CO a company limited by shares must be able to be represented by a person resident in Switzerland; this person must be a member of the board or a director, with sole or joint signing rights. The same rule applies analogously to the GmbH management under Art. 814 para. 3 CO. If this is not met among your own people, a governance mandate is the usual route.
Must a Swiss GmbH or AG have a person resident in Switzerland? +
Yes – a Swiss GmbH or AG must be able to be represented by at least one person resident in Switzerland with sole or joint signing rights. What matters is residence and the power of representation, not nationality. If this is not met among the owners or managers, a board or management mandate is the common route.
Do I keep control of my company? +
Yes. Operational and strategic control stays with you. Competencies, instruction rights and reporting lines are defined in writing in advance. The mandate serves legally compliant representation, not a takeover of your business.
Show 4 more questions Hide the additional questions
Is a governance mandate the same as a nominee or straw-man director? +
No. A governance mandate is a genuine, vetted governing body with real responsibility, duties of care and signing rights entered in the commercial register – not a hidden or passive arrangement. We review every mandate before acceptance (KYC), set out competencies and instruction rights in writing, and carry out the representation in a legally compliant and transparent way.
Why do you review every mandate before accepting it? +
As a governing body we carry legal responsibility and duties of care. We therefore review background, beneficial owners and business activity (KYC) before every acceptance. This due care protects both sides and keeps the mandate serious and compliant.
What does a board mandate cost? +
As scope, responsibility and requirements vary strongly from company to company, there is no standard online price for a board or management mandate. After a short call and the mandate review you receive an individual, transparent quote.
Can the mandate be combined with a domicile address and formation? +
Yes. If you wish, you can combine the mandate with a business address in Canton Zug – a domicile address in Baar –, a company formation or a seat relocation. Everything comes from one source, with consistent Swiss substance from the start.
Knowledge on this topic
Guides: Company formation
Forming a Swiss Company as a Foreigner – Is It Possible?
Forming a GmbH or AG in Canton Zug as a foreigner: what is possible, the residence requirement in the body, the governance…
Read more →Non-Resident Company Formation – Address, Account and Substance
Forming a Swiss company without residence: the three building blocks of business address, bank account and substance – plus the governance mandate…
Read more →Do you need Swiss representation for your company?
Briefly describe your structure – after the mandate review you receive an individual quote for your board or management mandate in Canton Zug.
No obligation · confidential · initial call before any quote