Power of Attorney Extraordinary Shareholders' Meeting

Key Points and English Template

On this page, we provide you with an overview of the most important aspects of a Power of Attorney Extraordinary Shareholders’ Meeting in Switzerland, including the elements to be taken into account when drawing up the document.

Subsequently, we will provide you with a legally compliant template of a Power of Attorney Extraordinary Shareholders’ Meeting under Swiss law.

Use a Power of Attorney Extraordinary Shareholders' Meeting if...

… the company convenes an extraordinary shareholders’ meeting regarding one or more resolutions

… one or more shareholders cannot attend in person, but would like to be represented by proxy

… you or your company own shares in a company and wish to be represented at the extraordinary shareholders’ meeting

Key points included in a Power of Attorney Extraordinary Shareholders' Meeting

What is a Power of Attorney 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.

The shareholders need not to attend the meeting in person and may give a give a proxy to another person that will vote in their name at the shareholders’ meeting. In this case, the underlying document, the power of attorney, must clearly state who is the proxy and who is the shareholder, respectively, and contain the necessary voting instructions.

It must be noted that the articles of incorporation can limit the representation of shareholders to proxies that also must be shareholders. 

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