corporate law

Changing the director of a Swiss SARL

Formalities for changing a Swiss SARL managing director

There are several reasons why a change in a Swiss SARL director may be desired: non-renewal of a contract at its termination, dismissal of current managing director, appointment of an additional director, etc.
To be enforceable against third parties, the Swiss trade registry (not to be confused with the Swiss chamber of commerce) must be notified of a change in management.
The procedure is slightly easier if the new director's signature is already listed in the Swiss trade registry.

Procedure if the new director of the Swiss SARL is already registered at the trade registry

If the new manager had been already listed as a director or manager of any company on the Swiss trade registry, it is only necessary to present a requisition to the commercial register.
The requisition states the suspension of the manager leaving his/her duties and the appointment of the new manager to take on that position. It must be handed over to the Swiss trade registry along with the minutes of the general shareholders meeting stating the change in management.
We would like to stress once again that according to Swiss corporate law, managers must be natural persons.

Procedure if the new director of the Swiss SARL is not registered at the trade registry

If the appointed director is not already known to the Swiss trade registry, then, in addition what was already described, the new manager's signature must be certified.
This means that a copy of the director's signature must be held at the trade registry.
Usually this formality is done directly at the Swiss trade registry. The new director leaves a copy of his/her signature with an agent of the registry who certifies it.
This formality can also be carried out in rare circumstances by a notary public, either in Switzerland or abroad.