Shareholder Ordinary Resolution Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Ordinary Resolution

"I need a Shareholder Ordinary Resolution for our Swiss AG company to appoint two new board members and accept the resignation of one existing director at our upcoming general meeting on March 15, 2025."

Document background
A Shareholder Ordinary Resolution is a crucial corporate governance document used in Swiss companies to formally record decisions made by shareholders that require a simple majority approval. This document type is essential when companies need to make standard corporate decisions such as approving annual accounts, appointing directors, or declaring dividends. Under Swiss law, these resolutions must comply with the requirements set out in the Swiss Code of Obligations, including proper notice, quorum requirements, and voting thresholds. The resolution format ensures transparency and creates a legal record of shareholder decisions, which may need to be filed with the Swiss Commercial Register depending on the nature of the resolution. It serves as official evidence of corporate decision-making and is particularly important for maintaining proper corporate governance records and demonstrating compliance with legal requirements.
Suggested Sections

1. Title and Company Details: Full legal name of the company, company registration number, registered office address

2. Date and Type of Meeting: Date of the resolution and whether it was passed at a general meeting or by written resolution

3. Attendance and Quorum: Record of shareholders present/represented and confirmation that quorum requirements were met

4. Chairperson: Identity of the person chairing the meeting

5. Resolutions: Clear statement of each resolution passed, with voting results if applicable

6. Certification: Formal certification of the resolution's passing and compliance with company articles

7. Execution: Signature block for the chairperson and/or company secretary as required

Optional Sections

1. Preamble: Background information explaining the context of the resolutions, used when additional context is helpful for future reference

2. Notice and Waiver: Confirmation that proper notice was given or waived, included when there might be questions about notice requirements

3. Proxy Details: Details of any proxy arrangements, included when shareholders are represented by proxies

4. Voting Method: Description of the voting method used, included when not standard show of hands

5. Objections: Record of any objections raised, included when there were dissenting views expressed

Suggested Schedules

1. Attendance Register: Full list of shareholders present and their shareholdings

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

3. Supporting Documents: Any relevant documents referenced in the resolutions

4. Notice of Meeting: Copy of the notice sent to shareholders

5. Commercial Register Excerpt: Current excerpt from the commercial register when resolution requires registration

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

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Telecommunications

Construction

Hospitality

Insurance

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Finance

Investor Relations

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Board Secretary

Corporate Governance Officer

Managing Director

Chairman of the Board

Chief Legal Officer

Director of Legal Affairs

Corporate Affairs Manager

Board Relations Manager

Shareholder Relations Manager

Chief Financial Officer

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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