Change a managing director.
Or a board member.
Appointment, resignation or signing authority: you can prepare these commercial register changes yourself when they do not amend the articles.
Entreprendre.ch explains how to prepare and submit the documents yourself. This guide is free.
Swiss formalities · Reviewed on 9 September 2026
A person and a role.
What is changing?
Appoint or replace a director
In an LLC (Sàrl / GmbH), the members’ meeting appoints managing directors. In an SA / AG, the general meeting elects board members. Record the role and signing authority assigned.
Remove a person who is leaving
A resignation comes from the person concerned; dismissal is decided by the competent body. In both cases, the register requires evidence that the mandate has ended.
Change signing authority
Specify whether authority is granted, withdrawn or changed. For executive directors and other representatives, check the competent body and company rules. Procuration and other company signing powers are not interchangeable.
Update personal particulars
A change of name or municipality of residence is not a new appointment. A registered person can request an update to their own particulars.
Member or managing director? A member owns shares; a managing director holds a management role. A share sale is a separate transaction.
Your company update.
In five steps.
Document the decision, gather evidence and clearly report roles and signing powers.
The register specifies which documents, signatures and filing methods it accepts.
Check the situation before and after
Use the current extract to list people remaining and entries to add, change or remove. Review the company’s organisation in its articles.
The company must retain compliant representation in Switzerland. Joint authority requires the other prescribed signatures. Do not leave the company without its required bodies or sufficient representatives domiciled in Switzerland.
Document the decision or departure
Prepare minutes of the competent body for appointments, dismissals and allocation of powers. They must identify the decision, date and people concerned.
For a resignation, keep the letter sent to the company and evidence of notification. The resignation letter or other accepted evidence must support removal; it is not merely an optional courtesy document.
Gather documents for new appointees
Provide acceptance of the mandate, unless signing the application constitutes acceptance under the canton’s instructions. Add required identification and have a new signature certified where necessary.
In Vaud, a recent residence certificate may be required for a representative living in another canton whose appointment fulfils the Swiss representation requirement.
Prepare and sign the application
Identify the company by its exact name and UID number (CHE-XXX.XXX.XXX). Specify identity, municipality of origin for Swiss citizens or nationality for foreign citizens, municipality of residence, role and signing authority.
The usual signing arrangement is one managing director or board member with individual authority, or two with joint authority by two. Newly elected people may sign under the applicable rules; a departing director’s signature is not always needed.
File and check the result
Send originals or accepted certified copies to the competent register, or use the official procedure available for your case. Vaud does not accept a simple email request for a modification.
Provide any additional information requested, pay the fees and review the updated extract. Check roles, name spellings and every signing authority.
Documents to prepare
For an appointment
- Dated and signed application
- Appointment minutes and decision on signing powers
- Acceptance of the mandate in the accepted form
- Required identification
- Signature certification and residence certificate, if required
For a removal
- Application identifying the person and company
- Roles and powers to remove clearly stated
- Resignation letter or evidence of dismissal or end of mandate
- Check of the company’s remaining organisation
These lists cover common cases. Your register specifies the documents and signatures required.
Update access and signing arrangements
Banking and payments
Notify the bank and update mandates, e-banking users and payment approvals. A register change alone does not revoke all IT access.
Organisation and documents
Update internal delegations, system access, organisation charts and contact people for partners. Hand over relevant information to the successor.
Fees: this guide is free. The register charges for the requested entries and services, and signature certification can cost extra. The total depends on the filing.
Cantonal forms and filing instructions
Geneva
Instructions and example applications for changes to your company.
Geneva instructions (French) →Vaud
Forms and supporting documents. Check the requirements for your legal form and situation.
Vaud forms and guidance (French) →Additional official sources
Vaud: SA / AG changes (French)
Vaud: LLC changes (French)
Geneva: signatures and representation (French)
Before you get started.
Do I need a notary to change a managing director or board member?
An appointment or removal that does not amend the articles generally does not require a notarised deed. A new specimen signature may nevertheless require certification, including at the commercial register. Check the cantonal procedure.
Can a resigning director request their own removal?
Yes. A person leaving office can request removal of their own entry. Enclose the evidence required by the register, such as the resignation letter sent to the company. Appointing a replacement is a separate or additional matter.
Must the meeting accept a resignation first?
A resignation is different from dismissal by the competent company body. Document notification to the company and the effective date. If validity or consequences are disputed, have the situation reviewed before making a contested filing.
Does changing an LLC managing director change the owners?
No. A change of mandate is not a share transfer. One person may be both a member and a managing director; deal with each capacity separately.
How do I change individual signing authority to joint authority?
Have the competent body decide the new representation arrangements, then report the exact change to the register. Identify the other signatories so the arrangement works in practice. Update banking powers too.
How long does it take?
Timing depends on the cantonal office and a complete filing. Missing documents or incorrect signatures can delay registration. Consult the register’s current guidance and check the updated extract.
