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Minutes of the Ordinary Shareholders' Meeting

Key points and template

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Key Points Included in These Minutes of the Ordinary Shareholders’ Meeting

Formal requirements regarding the holding of an ordinary shareholders’ meeting
Organizational matters, including whether attendance is physical, also by videoconference, or only by videoconference
Whether the meeting is held in Switzerland and/or abroad
If applicable, an indication of the number of shares represented by the independent proxy
Ordinary agenda items: Approval of the annual financial statements and appropriation of the financial result, distribution of capital reserves if applicable, election and discharge of the members of the board of directors, and election of the auditors
Option for further agenda items
Vote results

Use These Minutes of the Ordinary Shareholders’ Meeting if …

… you are holding the annual (ordinary) shareholders’ meeting of a company

… you want to hold the meeting physically and/or virtually, in Switzerland and/or abroad

What are Minutes of the Ordinary Shareholders’ Meeting?

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 law requires that a record of the resolutions, votes, and discussions must be kept in minutes.

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.