Resolution Of Annual General Meeting Template for Switzerland

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Key Requirements PROMPT example:

Resolution Of Annual General Meeting

"I need a Resolution of Annual General Meeting for our Swiss private limited company's regular annual meeting scheduled for March 15, 2025, covering standard agenda items including financial statements approval and board discharge."

Document background
The Resolution of Annual General Meeting is a crucial corporate governance document required under Swiss law that formally records all decisions made by shareholders at the company's annual general meeting. It must be prepared in accordance with the Swiss Code of Obligations (OR) and related regulations, serving as the official record of key corporate decisions such as financial statement approval, profit allocation, board elections, and other statutory matters. This document is essential for legal compliance, corporate record-keeping, and may be required for various regulatory filings, particularly with the Swiss Commercial Register when certain resolutions need to be registered. It forms part of the company's official records and may be needed for future reference, audit purposes, or to demonstrate proper corporate governance to stakeholders.
Suggested Sections

1. Meeting Details: Date, time, location of the meeting, and form of the meeting (in-person, virtual, or hybrid)

2. Attendance and Quorum: List of attendees, confirmation of proper notice, and verification that quorum requirements are met

3. Chair and Secretary: Appointment of the meeting chair and secretary

4. Agenda Items: List of all matters to be discussed and voted upon

5. Annual Report and Financial Statements: Resolution on the approval of the annual report and financial statements

6. Allocation of Results: Resolution on the use of the balance sheet profit and declaration of dividends

7. Discharge: Resolution on the discharge of the members of the board of directors

8. Voting Results: Detailed results of all votes taken during the meeting

9. Closing: Formal closing of the meeting, including time of conclusion

10. Signatures: Signatures of the chair and the secretary

Optional Sections

1. Board Elections: Required when board members are up for election or re-election

2. Auditor Appointment: Required when auditors need to be appointed or reappointed

3. Capital Changes: Required when there are resolutions regarding capital increases or reductions

4. Compensation Votes: Required for listed companies subject to the Ordinance against Excessive Compensation

5. Articles Amendments: Required when changes to the articles of association are proposed

6. Special Business: Any additional items requiring shareholder approval

Suggested Schedules

1. Attendance List: Detailed list of shareholders present or represented, including shareholding information

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

3. Annual Report: Copy of the annual report discussed and approved at the meeting

4. Financial Statements: Copy of the financial statements approved at the meeting

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

6. Proxy Forms: Copies of valid proxy forms submitted for the meeting

7. Meeting Notices: Copies of the meeting notice and proof of publication/distribution

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

Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Telecommunications

Real Estate

Professional Services

Consumer Goods

Industrial

Transportation

Agriculture

Mining

Construction

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Shareholder Relations

Executive Office

Finance

Risk Management

Corporate Communications

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Counsel

Legal Director

Board Secretary

Compliance Officer

Corporate Governance Officer

Board Member

Chief Financial Officer

General Counsel

Legal Manager

Corporate Services Manager

Governance Manager

Shareholder Relations Manager

Industries
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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