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Minutes of the Ordinary Quota Holders' Meeting (LLC)

Key points and template

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Key Points Included in These Minutes of the Ordinary Quota Holders’ Meeting

Formal requirements regarding the holding of an ordinary quota holders meeting
Organizational matters, including whether attendance is physical, also by videoconference, or only by videoconference
Whether the meeting is held in Switzerland or abroad
If applicable, an indication of the number of quotas represented by the independent proxy
Ordinary agenda items: Approval of the annual financial statements and appropriation of the financial result, compensation, election and discharge of the managing directors, and election of the auditors if applicable
Option for further agenda items
Vote results

Use These Minutes of the Ordinary Quota Holders’ Meeting if …

… you are holding the annual (ordinary) quota holders meeting of a Swiss limited liability company (LLC)

… you want to hold the meeting physically or virtually, in Switzerland or abroad

What are Minutes of the Ordinary Quota Holders’ Meeting?

At least once a year, the owners (quota holders) of Swiss limited liability companies (LLC) must meet within six months of the end of a financial year, primarily to approve the annual financial statements and results, to elect the managing directors and the statutory auditors as well as to determine the compensation of the management. The quota holders thus gather annually for an (ordinary) quota holders meeting. The law requires that a record of the resolutions, votes, and discussions must be kept in minutes.

As a rule, the quota holders or their representatives attend the meeting in person (sometimes with the option to attend virtually) in Switzerland. However, the quota holders meeting can also be held exclusively virtually or abroad. Both options require a corresponding provision in the articles of association and the appointment of an independent proxy by the management. In the case of a virtual meeting, however, it can dispense with this if the articles of association authorize it to do so. In the case of a foreign meeting, it is the quota holders who can waive this requirement, by a unanimous decision.