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