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Minutes of 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 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 Extraordinary Shareholders’ Meeting under Swiss law.

Use a minutes of extraordinary shareholders' meeting when...

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

… you need help with ensuring full compliance with all statutory formal requirements regarding minutes of shareholders’ meeting

… you want to keep a written record of all resolutions and votes at an extraordinary shareholders’ meeting

Key points included in Minutes of an Extraordinary Shareholder's Meeting:

Formal requirements regarding the holding of an extraordinary shareholders’ meeting
Organizational matters: date, time, place, attendance and proxy, etc.
Whether resolutions are taken by a unanimous vote or a majority
Up to ten specific shareholders’ resolutions

What is a minutes of 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.

Yet, 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.

Legally compliant template of Minutes of Extraordinary Shareholders' Meeting

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