On this page, we provide you with an overview of the most important aspects of a Resolution by Written Consent of an Extraordinary Shareholders’ Meeting in Switzerland, including the elements to be taken into account when drawing up the Resolution.
Subsequently, we will provide you with a legally compliant template of a Resolution by Written Consent 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
… the company’s shareholders would like to pass resolutions without holding a formal meeting
… all shareholders approve the resolutions and no shareholder has requested an oral consultation
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.
As a rule, shareholders pass resolutions at shareholders’ meetings, where they can discuss and debate the agenda items. The law stipulates that a record of the resolutions, votes, and discussions must be kept in minutes. However, if all shareholders agree, the resolutions can be passed in written form or electronically (for example, by e-mail) without oral consultation. This facilitates the administrative workload for companies with a small number of shareholders, such as small family businesses or companies belonging to a holding company.
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