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Invitation to Ordinary Shareholders' Meeting

Key Points and Template in English

On this page, we provide you with an overview of the most important aspects of an Invitation to 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 Ordinary Shareholders’ Meeting under Swiss law.

Use an Invitation to Ordinary Shareholders' Meeting when...

… your company is organizing and convening its annual (ordinary) shareholders’ meeting

… you want to fully comply with statutory formal requirements

Key points included in an Invitation to Ordinary Shareholders' Meeting

Organizational matters: date, time, place, attendance and proxy, etc.
Legally required agenda items: approval of financial statements and allocation of year’s result, election and discharge of board members and appointment of auditor
Option for individual agenda items
Board’s proposals to the agenda items

What is an invitation to ordinary shareholders' meeting?

At least once a year, shareholders of Swiss companies need to convene within six months from a business year’s end, most of all to approve the financial statements and results, as well as to appoint the directors and the auditor.

Shareholders thus assemble annually at a general or ordinary (shareholders’) meeting, which forms the supreme body of the company.

The shareholders’ meeting is convened by the board of directors with an invitation setting out the agenda and the items to be put to the vote, as well as the proposals of the board of directors. The shareholders can only vote validly on matters formally set out in the invitation.

Further, the shareholders must receive the invitation and be able to review the financial statements at least 20 days before the actual meeting. It thus makes sense to ensure that the invitation document fully complies with form and timing requirements.

Legally compliant template of an Invitation to Ordinary Shareholders' Meeting

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