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Resolutions by Written Consent of the Ordinary Shareholders' Meeting

Key points and template

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Key Points Included in These Resolutions by Written Consent of the Ordinary Shareholders’ Meeting

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
Signature of all shareholders

Use These Resolutions by Written Consent of the Ordinary Shareholders’ Meeting if …

… shareholders would like to pass resolutions without holding a formal meeting

… all shareholders approve the resolutions and no shareholder has requested an oral consultation

What are These Resolutions by Written Consent 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, 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.