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Minutes Of The Annual General Meeting Of Shareholders

Minutes Of The Annual General Meeting Of Shareholders Template for Switzerland

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Key Requirements PROMPT example:

Minutes Of The Annual General Meeting Of Shareholders

"I need Minutes Of The Annual General Meeting Of Shareholders for our Swiss private limited company's AGM scheduled for March 15, 2025, including standard agenda items plus a special resolution for changing our company name and registered office."

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Document background
Minutes Of The Annual General Meeting Of Shareholders are required under Swiss corporate law as a formal record of the company's highest governing body's annual meeting. These minutes must be prepared in accordance with Articles 698-702 of the Swiss Code of Obligations, documenting all material discussions, formal resolutions, and voting results. The document serves multiple purposes: it provides legal evidence of corporate decisions, demonstrates compliance with statutory requirements, and creates a historical record of shareholder participation in company governance. It must include specific mandatory elements such as attendance figures, voting outcomes, and board appointments, while also capturing any shareholder declarations requested to be recorded. The minutes become part of the company's official records and may need to be submitted to the Commercial Register when certain decisions require registration.
Suggested Sections

1. Meeting Details: Date, time, venue, form of meeting (physical/virtual/hybrid)

2. Formal Opening: Welcome address, appointment of chairman and minute taker, confirmation of proper convocation

3. Attendance Record: Number of shareholders present/represented, total shares/voting rights present, details of independent proxy if applicable

4. Agenda Confirmation: Confirmation of the published agenda items and any properly submitted shareholder proposals

5. Annual Report and Accounts: Presentation of annual report, financial statements, and auditor's report

6. Resolutions and Voting Results: Detailed recording of each resolution proposed, voting results, and formal adoption

7. Board Elections: Results of elections/re-elections of board members and chairman

8. Auditor Appointment: Resolution on appointment/reappointment of external auditors

9. Closing: Time of meeting closure and signatures of chairman and minute taker

Optional Sections

1. Special Business: For any extraordinary items requiring shareholder approval (e.g., capital changes, amendments to articles)

2. Shareholder Questions: Record of significant Q&A if shareholders request their questions to be minuted

3. Management Presentations: Summary of any management presentations on company performance or strategy

4. Dividend Declaration: If dividend is being declared at the meeting

5. Constitutional Amendments: When changes to articles of association are proposed

6. Compensation Report: For listed companies requiring vote on compensation matters

Suggested Schedules

1. Attendance List: Detailed list of all attending shareholders and representatives

2. Voting Records: Detailed breakdown of votes for each resolution

3. Meeting Notice: Copy of the published convocation notice and proof of publication

4. Power of Attorney Documents: Copies of relevant proxy forms and authorizations

5. Presentation Materials: Copies of any presentations or materials shown during the meeting

6. Annual Report: Copy of the annual report and financial statements presented

7. Auditor's Report: Copy of the external auditor's report

8. Updated Articles: If articles were amended, final version of new articles of association

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Energy

Telecommunications

Real Estate

Professional Services

Healthcare

Transportation

Retail

Construction

Media & Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Investor Relations

Corporate Communications

Finance

Corporate Governance

Risk Management

Relevant Roles

Board Chairman

CEO

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Board Member

Corporate Governance Officer

General Counsel

Legal Manager

Corporate Services Manager

Investor Relations Director

Chief Financial Officer

External Auditor

Corporate Communications Director

Industries
Swiss Code of Obligations (OR) Art. 698: Defines the inalienable powers of the shareholders' meeting, including mandatory agenda items such as approval of annual reports, financial statements, and election of board members
Swiss Code of Obligations (OR) Art. 702: Specifies requirements for minutes content, including decisions, election results, and shareholder declarations requested to be recorded
Swiss Code of Obligations (OR) Art. 701: Establishes rules for meeting chair and minute-taker appointments, and their responsibilities
Commercial Register Ordinance (HRegV) Art. 23: Requirements for submitting signed minutes and relevant documentation to the commercial register when decisions require registration
Swiss Code of Obligations (OR) Art. 699: Requirements regarding the convocation of the general meeting, including notice period and form
Swiss Code of Obligations (OR) Art. 703: Rules on passing resolutions and conducting elections, including majority requirements
Corporate Governance Directive (DCG): Additional requirements for listed companies regarding transparency and information disclosure in shareholder meetings
Federal Act on Financial Market Infrastructures (FinfraG): Special requirements for listed companies regarding disclosure of voting results and other market-relevant information
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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