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Minutes of Universal Extraordinary Shareholders' Meeting

Key Points and English Template

On this page, we provide you with an overview of the most important aspects of Minutes of 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 Universal Extraordinary Shareholders’ Meeting under Swiss law.

Use a Minutes of Universal Extraordinary Shareholders' Meeting when...

… your company needs a decision from its shareholders on one or more specific points during the business year

… you need flexibility as to when and where the meeting will take place, without having to observe the stringent legal requirements for convening the meeting

… all shareholders are attending the meeting or are represented by proxies

Key points included in Minutes of Universal Extraordinary Shareholders' Meeting

What is a minutes of universal extraordinary shareholders' meeting?

Unlike the annual or ordinary shareholders’ meeting, which is held within six months after the end of the business year, an extraordinary shareholders’ meeting is held during the business year and is not mandatory.

It is convened only when a company needs approval from its shareholders on one or several specific items, such as a change of domicile or the issuance of new shares.

Just like for the ordinary shareholders’ meeting, the law stipulates that the resolutions, votes and discussions must be recorded in minutes. The stringent form and timing requirements must also be observed to convene the extraordinary meeting. However, if all shareholders attend or are represented at the meeting, these requirements do not need to be observed. The shareholders’ meeting can then be held as a universal meeting.

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