On this page, we provide you with an overview of the most important aspects of the Resolutions by Written Consent of an Ordinary Shareholders’ Meeting in Switzerland, including the elements to be taken into account when drawing up the Resolutions.
Subsequently, we will provide you with a legally compliant template of the Resolutions by Written Consent of an Ordinary Shareholders’ Meeting under Swiss law.
… a 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
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.
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