On this page, we provide you with an overview of the most important aspects of an Invitation to an Ordinary Shareholders’ Meeting in Switzerland, including the elements to be taken into account when drawing up the invitation.
Subsequently, we will provide you with a legally compliant template of an Invitation to an Ordinary Shareholders’ Meeting under Swiss law.
… you must organize and convene the annual (ordinary) shareholders’ meeting of a company
… the shareholders’ meeting will be held physically and/or virtually, in Switzerland and/or abroad
At least once a year, the shareholders of Swiss companies must meet within six months of the end of a financial year, primarily to approve the annual financial statements and results and to elect the members of the board of directors and the statutory auditors. The shareholders thus gather annually for an (ordinary) shareholders’ meeting. The meeting is convened by the board of directors with an invitation containing the agenda and the items to be voted on as well as the motions of the board of directors. Shareholders may only validly vote on the items formally set out in the invitation. Furthermore, they must receive the invitation and be able to access the financial statements at least 20 days before the actual meeting. It, therefore, makes sense to ensure that the invitation fully complies with the legal form and time requirements.
As a rule, the shareholders or their representatives attend the meeting in person (sometimes with the option to attend virtually) in Switzerland. However, the shareholders’ meeting can however 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. 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 shareholders who can waive this requirement, by a unanimous decision.
The document for giving voting instructions to the independent proxy can be created directly with Approovd. In this case, the corresponding link is sent to the shareholders with the invitation to the shareholders’ meeting.
Please create a free account and log in to your Approovd account. You can start creating the document you want and, only when you are convinced of its quality, you can choose the appropriate subscription.
All our templates have been checked and validated by renowned Swiss lawyers. They are constantly updated according to legal practice.
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