On this page, we provide you with an overview of the most important aspects of the Minutes of a Universal Extraordinary Shareholders’ Meeting in Switzerland, including the elements to be taken into account when drawing up the Minutes.
Subsequently, we will provide you with a legally compliant template of Minutes of a Universal Extraordinary Shareholders’ Meeting under Swiss law.
… a company requires the approval of its shareholders on one or more specific items during the business year
… you need flexibility in the organization of the meeting without having to comply with the strict legal requirements for convening it
… all shareholders attend the meeting or are represented by proxy
Unlike the annual or ordinary shareholders’ meeting, which takes place within six months of the end of the business year, an extraordinary shareholders’ meeting is held during the business year and there is no obligation to hold one. It is only convened when a company requires the approval of its shareholders on one or more specific items, such as a transfer of the headquarters or the payment of an interim dividend. But as with the ordinary shareholders’ meeting, the law requires that minutes be kept of the resolutions, votes, and discussions.
If all shareholders attend or are represented at the shareholders’ meeting, the meeting may also be held without being formally convened. In particular, no deadline for invitations has to be observed. In practice, shareholders often grant a power of attorney to a member of the board of directors or the management, who will then hold the meeting.
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