When forming a Swiss LLC or limited company, you need to understand the roles of managers, board directors and owners (in French) : management, ownership and the power to bind the company are different responsibilities.
Defining individual or joint signing authority is equally important. These choices determine who can commit the business to a contract and whether another authorised person must sign with them.
This article explains these roles and the practical steps for appointments, changes and removals in the Swiss commercial register.
Managers, members and signing authority at a glance
- Manager or board director: an LLC (Sàrl/GmbH) has managers; a limited company (SA/AG) has board directors. They have management and representation responsibilities under the rules for their legal form.
- Swiss-resident representation: the company must maintain the representation required by the Code of Obligations through a person resident in Switzerland.
- Member or shareholder: a member owns interests in an LLC; a shareholder owns shares in an SA/AG. Ownership gives meeting and voting rights, but not automatically signing authority.
- Three common arrangements: individual signing authority, joint signature by two, or no signing authority.
- Changes to registered managers, LLC members or signing powers must be notified to the commercial register through the appropriate signed application and supporting documents. SA/AG shareholders are not registered merely because they own shares.
- Support from Entreprendre.ch: our accounting team helps prepare applications for changes to managers, members and signing authority.
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Managers and board directors: who runs and represents the company?
Whether your company is an LLC or an SA/AG, it needs people to represent it. The terminology depends on the structure. A Swiss limited liability company (Sàrl/GmbH)has managers, while a Swiss limited company (SA/AG)has board directors.
Manager of an LLC
A legal entity or commercial partnership can hold membership interests in an LLC, but only individuals can act as managers. If a corporate member wishes to exercise management, it designates an individual; other management arrangements may be provided for. If there are several managers, the members must appoint a chair of the management board. Managers owe the company a duty of loyalty.
Board director of an SA/AG
A board director sits on the board of directors, which fulfils the SA/AG’s governing role. A board with several directors must have a chair. Board directors owe duties of care and loyalty to the company; operational management may be delegated within the applicable rules.
Acting as a manager or owner-manager can also affect unemployment benefit entitlement. Our French-language article explains when an LLC owner-manager may qualify for unemployment benefits (in French).
Appointing or removing a manager
Management appointments may change as the business develops. The internal decision and the commercial register update must both be handled correctly.
Appoint a new manager
Submit a registration application (in French) to the competent cantonal commercial register (in French) with the new manager’s identity details and proposed signing authority.
Arrange the required signatures by the company’s authorised representatives and the new manager, including certification of the new manager’s signature (in French).
Provide the register with the required minutes of themembers’ meeting (in French) appointing the manager, in the form accepted by that register.
Remove a manager
Submit an application to the commercial register (in French) notifying it that the person no longer holds the registered management or board role.
Specify whether the departing person’s signing authority must also be removed; do not leave obsolete powers on the register.
A departing manager can also request removal of their own entry if the company does not act promptly, subject to the applicable procedure.
Members and shareholders: the ownership role
First, distinguish the two terms. A member owns membership interests in an LLC, whereas a shareholder owns shares in an SA/AG.
Rights and responsibilities of LLC members
As a member, you participate in themembers’ meeting (in French), the company’s highest decision-making body. Its non-transferable responsibilities are listed in Article 804 of the Code of Obligations.
Membership does not automatically give you signing authority. Depending on the articles, management arrangements and powers granted, you may have individual signing authority, joint authority or none.
Bringing in a new member
A new individual or corporate member may join when you raise investment, bring in a business partner or sell some or all of the company. Whatever the commercial reason, admitting a new owner requires the appropriate legal steps.
Unlike the shareholders of an SA/AG, LLC members are named in the commercial register. A change of membership therefore requires a register update. You should also check the applicable obligations concerning the beneficial ownership register (in French) and identification of the individuals who control the company. A transfer of existing LLC interests requires a written agreement and, generally, approval by the members’ meeting unless the articles provide otherwise. A notary is generally not required for that transfer alone, but is required for matters such as a capital increase or amendment of the articles.
| Point of comparison | LLC member | SA/AG shareholder |
|---|---|---|
| Named in the commercial register | Yes | Not solely because they hold shares |
| Transfer of interests or shares | Written form; generally subject to members’ approval | Depends on the type of shares and statutory or articles-based restrictions, including any approval clauses |
| Signing authority | Not automatic; depends on management arrangements and powers granted | Not automatic; depends on the role and authority granted, for example as a board director, executive director or authorised signatory |
Signing authority in Switzerland
Assigning company roles is only part of the task. You must also decide who can legally bind the business. Clear signing arrangements help avoid misunderstandings, unauthorised commitments and delays in everyday operations.
How should you allocate signing authority?
When we help entrepreneurs establish Swiss companies, this question comes up regularly: who should be able to sign alone, and who should need a second signature? Consider:
- the ownership structure (in French) ;
- each person’s operational responsibilities and decision-making role;
- and their experience, availability and the checks the business needs.
| Arrangement | What it allows |
|---|---|
| Individual signing authority | An authorised member, manager or board director can bind the company alone, within the scope of their authority. Another owner’s signature is not required simply because that person is also an owner. |
| Joint signature by two | Two authorised people must sign together in accordance with the registered arrangement. The co-signatory does not have to own part of the company. |
| No signing authority | A member may have no signing powers. Ownership alone then does not authorise them to bind the company. |
For more detail on choosing authorised signatories, see our French-language article on company signing powers (in French).
Changing or removing signing authority
Signing powers can be updated when management, ownership or internal organisation changes. The competent company body must make the necessary decision, followed by the appropriate register notification.
Remove signing authority
When an owner leaves the business completely, remember to review and remove any signing powers. The company or the person concerned can submit the relevant application to the commercial register (in French) where the company is registered, following the applicable procedure.
Grant new signing authority
Where a new member is also being granted signing powers, prepare the register application and the required decision of the competent company body. Include the new signatory’s details and the required signature certification (in French) . Ownership and signing authority should be addressed separately in the documents.
Common mistakes to avoid
Confusing no signing powers with no obligations: an LLC member without signing authority still owes the company duties, including the duty of loyalty.
Overlooking Swiss-resident representation: the company must maintain sufficient authorised representation in Switzerland, including where joint signatures are required and all owners live abroad.
Forgetting signature certification: provide the certification required by the competent register for a new manager or authorised signatory; an incomplete application can be rejected or delayed.
Choosing joint signatures without considering daily operations: joint signature by two provides an additional check, but can slow transactions if authorised people are unavailable.
Leaving obsolete signing powers on the register: a revoked authority that has not been removed can still create risks towards third parties acting in good faith. Notify the register promptly.
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Make ownership, management and signing rights explicit
Document who owns the business, who manages it and who can legally sign for it. These distinctions also matter when you set up an LLC on your own. Keep the articles, company decisions and commercial register entries consistent, and update signing authority promptly when responsibilities change.
Frequently asked questions about managers and signing authority
What is the difference between LLC managers and members?
Managers run and represent the company. Members own interests in the LLC and take decisions through the members’ meeting. However, members do not automatically have signing authority (in French).
How does an LLC manager differ from an SA/AG board director?
How do you add a new member to a Swiss LLC?
Notify the ownership change to the commercial register (in French). A transfer of existing interests requires a written agreement, members’ approval unless the articles provide an exception, and the application with supporting documents. A capital increase or articles amendment requires a public deed.
What steps are needed to change an LLC manager?
Submit a registration application (in French) with the appointment decision, the new manager’s details and the required certified signature (in French).
What signing arrangements are commonly used in Switzerland?
The three common arrangements (in French) are individual authority, allowing a person to sign alone; joint signature by two, requiring another authorised co-signatory; and no signing authority, where membership alone does not permit the person to bind the company.
How do you remove signing authority from the register?
When a manager or member leaves, submit the relevant application to the commercial register (in French) to remove their registered authority. The company or the person concerned may take the required steps under the applicable procedure.
Official source and updates
The legal framework for this article is:
English editorial review: 21 September 2026. Confirm the documents and processing requirements with the competent cantonal commercial register.
Romain Prieur is a Swiss-qualified accountant and founder of Entreprendre.ch. After more than ten years in auditing and supporting Swiss businesses, he advises entrepreneurs on company formation, accounting and taxation.
