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A Director Agreement sets out the key terms and duties between a Swiss company and its board members. It covers essential responsibilities like strategic oversight, meeting attendance, and confidentiality obligations, while also defining compensation and liability protection under Swiss corporate law.

Beyond basic board duties, these agreements typically address specific Swiss requirements around independence, conflict reporting, and compliance with the Swiss Code of Obligations. They protect both the company and director by clearly outlining performance expectations, term length, and situations that could lead to early termination or resignation.

Put a Director Agreement in place before any board member starts their role at your Swiss company. This critical step protects both parties by establishing clear expectations from day one, especially when bringing on international directors or expanding your board's composition.

The agreement becomes particularly important when your company faces major changes like IPO preparation, regulatory scrutiny, or expansion into new markets. Swiss law requires careful documentation of director duties and liabilities - having these agreements ready helps ensure smooth leadership transitions and provides vital protection during strategic decisions or potential disputes.

• Managing Director Contract Of Employment: For executive directors with daily operational duties, covering detailed performance metrics and management responsibilities.
• Non Executive Director Agreement: Focuses on oversight and advisory roles, with emphasis on independence and strategic guidance.
• Nominee Director Agreement: Used when a director represents specific shareholders or interests, defining representation duties and limitations.
• Directors Loan Agreement: Governs financial arrangements between directors and the company, ensuring compliance with Swiss lending regulations.
• Company Director Employment Contract: Combines directorship duties with employment terms for directors who also serve as employees.

• Board Members: Both incoming and current directors who need clear definition of their roles, duties, and protections under Swiss corporate law.
• Company Legal Teams: Draft and review Director Agreements to ensure compliance with Swiss regulations and protect corporate interests.
• External Legal Counsel: Specialized Swiss corporate lawyers who customize agreements for complex board structures or international directors.
• Company Secretaries: Manage documentation, ensure proper execution, and maintain records of director agreements and related board matters.
• Shareholders: Particularly in smaller Swiss companies, may review and approve director terms to protect their investment interests.

• Basic Details: Gather director's full legal name, address, nationality, and proposed role on the board.
• Company Information: Compile articles of association, existing board structure, and relevant Swiss corporate registry details.
• Role Specifics: Define exact responsibilities, meeting commitments, and any committee assignments.
• Compensation Terms: Document agreed fees, expenses, and any additional benefits following Swiss compensation rules.
• Legal Requirements: Our platform ensures compliance with Swiss corporate law while generating your Director Agreement, covering mandatory elements like confidentiality and conflict provisions.
• Internal Approvals: List required signatories and any board or shareholder approvals needed under your governance rules.

• Identification Details: Full legal names of company and director, registration numbers, and registered addresses per Swiss requirements.
• Appointment Terms: Duration, role description, and specific board responsibilities under Swiss corporate law.
• Duties & Powers: Clear outline of fiduciary duties, decision-making authority, and representation rights.
• Compensation Structure: Details of fees, expenses, and benefits following Swiss compensation transparency rules.
• Confidentiality Provisions: Strict data protection and business secrets handling under Swiss law.
• Termination Clauses: Conditions for resignation, removal, and notice periods.
• Governing Law: Our platform automatically includes proper Swiss law references and jurisdiction clauses, ensuring full legal compliance.

A Director Agreement differs significantly from a Director Services Agreement in Swiss corporate law. While both documents govern relationships with directors, they serve distinct purposes and contexts.

• Scope and Purpose: Director Agreements establish fundamental board member rights, duties, and governance relationships, while Director Services Agreements focus on specific operational or consulting services beyond basic board duties.
• Legal Framework: Director Agreements align with Swiss Code of Obligations requirements for board membership, while Service Agreements follow contract law principles for professional services.
• Compensation Structure: Director Agreements typically include standard board fees and statutory benefits, whereas Service Agreements detail project-based or consulting fees.
• Duration and Termination: Director Agreements align with board terms and corporate governance rules, while Service Agreements often have flexible durations based on specific projects or needs.