CONVINUS Global Mobility
CONVINUS Global Mobility Insights - Frühling / Spring 20252. Legal responsibilityDirectors living abroad must also ask themselves in which country they can beprosecuted in the event of legal disputes:Place of jurisdiction:The Board of Directors could be sued in a court abroad, even if the company isdomiciled in Switzerland. The choice of jurisdiction for legal disputes shouldbe clearly defined in the contract or in the company's articles of association.Legal representation:The Board of Directors may need to be represented by lawyers both inSwitzerland and abroad.3. Swiss company law versus international regulationsDirectors who live and reside abroad should not only be familiar with Swisscompany law, but also with the relevant international regulations.For board members who live in an EU country or in a country with similarregulations, European or country-specific regulations (e.g. the General DataProtection Regulation - GDPR) may also be relevant.4. Necessity of a work permit (work authorisation)In Switzerland, the Board of Directors is generally considered a "dependentemployee”, and a work permit is required to carry out activities in Switzerland,such as attending Board meetings, unless the Board member is a Swiss national.The work permit is decisive for direct mandates from the first day.Depending on the frequency of presence in Switzerland and the domicile andnationality of the Board of Directors, the following types of licenses are availableunder licensing law:Reporting procedure120-day permitCross-border commuter permit32
CONVINUS Global Mobility Insights - Frühling / Spring 2025The reporting procedure has the restriction that it only applies to EU or EFTAnationals. Furthermore, the individual days of employment in Switzerland onwhich the member of the Board of Directors is physically present in Switzerlandmust be reported. This involves a considerable administrative effort.The 120-day permit can reduce the administrative burden. Under the 120-daypermit, which is generally issued for a period of 12 months, the board member maystay and work in Switzerland for 120 days. This type of permit can be obtained forall board members regardless of their nationality. The permit application must besubmitted to the relevant cantonal labour market authority.In principle, a cross-border commuter permit would also be possible for EU or EFTAcitizens, provided they work in Switzerland at least one day a week. Depending onthe scope of the Board of Directors mandate, this could also be a possible option.5. Tax implicationsIn principle, the Board of Directors' fee is taxable in Switzerland. Due to residenceabroad, the following aspects must be taken into account:Tax residency:Tax residency determines the country in which a person has unlimited taxliability. The determination of tax residency is also important to determine theapplicable double taxation agreement. For example, if a person is resident fortax purposes in Germany, the double taxation agreement between Germanyand Switzerland must be checked for a board of directors’ mandate inSwitzerland.Double taxation agreements (DTAs):Most of the DTAs concluded by Switzerland contain provisions on the taxationof directors' fees. As a rule, these are allocated to the country in which thecompany is domiciled. This means that Switzerland has the right of taxationfor a directorship with a Swiss company.Taxation of the Board of Directors' fee in Switzerland:For Board members who are resident abroad, the cantonal withholding tax rateof the canton in which the Swiss company is domiciled applies. As a rule, this isa flat rate. For example, this tax rate is 25% in the canton of Zurich.33
Expat policy 
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