On this page, we provide you with an overview of the most important aspects of Minutes of an 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 an 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 want to hold the shareholders’ meeting physically and/or virtually, in Switzerland and/or abroad
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.
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 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.
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