In the following article we inform you about the documents that are required for the preparation, convening and execution of a shareholders’ meeting.
We will guide you through all the documents and then provide you with the corresponding templates.
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Upon the end of the financial year, the annual financial statements, the annual report and, if applicable, the consolidated financial statements must be prepared. Under certain circumstances, these must be reviewed by an auditor. The corresponding audit report must also be obtained in this case.
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The board of directors is basically responsible for convening the shareholders’ meeting. Among other things, it must decide when and where it will be held and what agenda items and motions are to be put forward. The board of directors must always keep in mind that the shareholders’ meeting must be held no later than within 6 months from the end of the financial year. Whenever possible, it makes sense to agree on a date as early as possible with the shareholders to ensure maximum attendance in person.
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Once the aforementioned documents are ready, the next step, the dispatch of the invitation to the shareholders’ meeting, can be completed. This includes, among other things, the agenda and motions of the board of directors or shareholders as well as the place, date and time of the meeting. It should be noted here that, according to Swiss company law, the invitation must be received by the shareholders no later than 20 days before the date of the meeting. To be on the safe side, we recommend sending the invitation at least 30 days in advance.
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A general objective is to ensure that as many shareholders as possible make use of their voting rights at at shareholders’ meetings. However, especially in the case of large groups of shareholders, it often happens that not all of them are able to attend the meeting. To allow absentees to participate and vote, it is important that you also send the form concerning the power of attorney together with the invitation.
If the shareholders’ meeting cannot be held physically under the given circumstances, information must be provided on the corresponding event format (physical, virtual or hybrid). This must take place no later than 4 days before the meeting.
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Minutes must be kept during the shareholders’ meeting. The minutes must contain the resolutions and election results of the shareholders’ meeting.
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The publication of these minutes is not bound to any legal deadline. However, we recommend that this be done promptly after the meeting. The publication is primarily intended for the shareholders and the board of directors.
So that you can devote more time to your core business, we have already prepared the most important templates for you. All you have to do is fill them out and the tedious preparation work is done. These templates include:
Contract creation with Approovd is not only fast (8 minutes per document on average), but also particularly easy. You don’t need any legal knowledge or anything to install.
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If you are still not sure whether Approovd is the right solution for your Shareholder’s Meeting, you can check it out for free and create the proxy for the Ordinary Shareholder’s Meeting for free.
Camille Auberson
Chief Legal Officer
Approovd
The legal translation machine: Camille has gained extensive experience as a transaction lawyer at Homburger, one of Switzerland’s leading business law firm. There he specialized in mergers and acquisitions, capital market as well as corporate law. The increasing need and untapped potential for digitization in the market for legal services convinced him to join Approovd as an early founder. He also acts as the chairman of the real estate company Nordmann Fribourg Holding SA.
