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What Documents do I need when a new member of the board of directors is elected?

October 27, 2021
Camille Auberson

Every newly elected member of the board of directors must be registered and entered in the Commercial Register. This process must be error-free, otherwise its validity is not guaranteed. Procedural errors occur in practice time and again, especially when companies do not involve specialists.

In the following paragraph we inform you about the necessary documents for the registration of new board members in the Commercial Register. We compare the usual ways of creating these documents with the intelligent templates provided by Approovd, the first streaming platform for contracts in Switzerland.

Required Documents to Register a New Board of Directors Member With the Commercial Register

The board of directors is the supreme executive body of a company under Swiss law. Any election of new members requires a formal resolution of the shareholders’ meeting. If elected, the new members must be entered in the commercial register of the Canton in which the company has its registered office. The registration of a new member is an administratively complex and error-prone process.

The following documents are required for the corresponding registration:

Minutes of the Shareholders' Meeting

Often, a new member of the board of directors is elected during an extraordinary shareholders’ meeting, which takes place during the year and is held as a universal meeting. In this context, it is very important that the minutes meet the formal legal requirements. With this document you can ensure that the minutes of the election are formally correct. In fact, it can be used as a filing document for the Commercial Register.

More information and template

Declaration of Acceptance

The declaration of acceptance of election must be signed by the newly elected member of the board of directors. The signature in this document may be certified by a public official (notary public or employee of the Commercial Register) and used as a filing document.

More information and template

Registration with Commercial Register

The above mentioned documents must be attached to the commercial register application and signed by the other members of the board of directors. Thus, the registration is also deemed to be a resolution of the board of directors. The application must state the surname, first name, place of residence, nationality, function (for example, chairman) and signing authority of the new member of the board of directors.

More information and template

Templates for Registration of New Members of the Board of Directors with the Commercial Register

In order for the new board members to be registered in the commercial register, at least 3 documents are necessary: the minutes of the shareholders’ meeting, the declaration of acceptance of election and the registration with the Commercial Register.

For numerous Swiss SMEs, this is a tough nut to crack: on the one hand, to be clear about which documents are really necessary, and on the other hand, to create them in a legally compliant manner. Thus, companies are faced with a choice: either they search the Internet for suitable templates themselves (or call the commercial register), or they turn to an expert. Neither of these options is satisfactory: the first is time-consuming, the other is often expensive.

In the following overview you can see how much effort you can expect per selected approach and compare it with Approovd’s smart templates:

Approovd’s smart technology is a legally compliant, affordable and high quality alternative for Swiss SME’s who feel good and secure about their legal documents and contracts.

Creating Legal Documents with Approovd is Easy and Fast

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.

You answer between 7 and 32 questions

You download your finished legal document

In short, the user creates an account, answers an average of 20 questions online (no legal knowledge required) and creates a contract approved by the best Swiss lawyers in less than ten minutes.

The entire process is done completely online: from creation to changes to signature.

If you are still not sure whether Approovd is the right solution to register the election of your new board members with the Commercial Register, you can check it out for free and create a document.

Approovd’s smart technology is a legally secure, affordable and high quality alternative for Swiss SME’s who want to feel good and secure about their legal documents and contracts. Feel good about quality and price. You should not have to choose.

Magda Fessy

Chief Marketing Officer, Approovd AG

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.

What Documents do I need when a new member of the board of directors is elected?

Required Documents to Register a New Board of Directors Member With the Commercial Register

Templates for Registration of New Members of the Board of Directors with the Commercial Register