Latest Blog Posts
What Does the Discharge of the Board of Directors Really Do? Effects and Limits Explained
The discharge of the board of directors is a key resolution of the general meeting. It signals shareholder approval but also affects liability claims. This article explains how the discharge works, its limits and which risks remain under Swiss law.
Organizational regulations of the Board of Directors: Reduction of liability risk through clearly regulated delegation
The article explains why organizational regulations in accordance with Art. 716a/716b CO are central for SMEs and startups. It is already necessary when the Board of Directors delegates individual operational tasks. Without regulations, full responsibility remains with the full Board of Directors; regulations allow liability to be focused on the selection, instruction and monitoring of delegates. In addition, the regulations create clear responsibilities, faster decisions and trust among investors. Finally, the article shows how Konsento helps with the adoption, recording and ongoing maintenance of organizational regulations.
What is a circular resolution of the Board of Directors?
What is a circular resolution of the Board of Directors? A circular resolution enables the Board of Directors to make decisions without a physical meeting — in writing or electronically. This efficient form of decision-making is particularly suitable for routine and urgent decisions. Find out which legal framework applies, when a circular resolution is admissible and how to implement it in a legally secure manner. With the Corporate Action Platform of Consento, you can perform circular decisions digitally, automatically and legally secure — including carried processes, pre-formulated tractand templates and automatic logging.
The importance of reporting beneficial owners of shares: An overview for board members - Part 2: Obligations towards banks
The second part of our series highlights the duties of board members towards banks in relation to the determination of beneficial ownership of shares. Banks must identify the controlling person of a non-listed corporation – a task that cannot be fulfilled without the cooperation of the board. This means board members are responsible for conducting complex checks, completing Form K correctly, and reporting any changes. Incorrect information can lead to serious criminal consequences. The article explains practical challenges and shows how corporations can meet their obligations efficiently and in compliance with the law.
BoD autonomy and preferred AGM types
In this blog post, we present trend observations from 120 general meetings held via consensus. We show how different board members organize their AGM — from maximum independence using digital tools to delegation to experts. We will also look at which AGM type is best suited for which situation and explain why virtual and hybrid formats are becoming increasingly popular.
What does a Corporate Secretary actually do?
The Board Secretary — often referred to as Corporate Secretary in international contexts — is much more than just the legal secretary. As a link between the Board of Directors and Management, he has central responsibility for the organization, implementation and follow-up of Board meetings and general meetings. The article shows which tasks and competencies belong to the corporate secretary, which legal principles are decisive and how digital solutions such as Konsento can relieve the corporate secretary in his demanding role.
The Scope of the Principle “No Plaintiff, No Judge” in Corporate Law – and Its Exceptions
The saying “No plaintiff, no judge” applies only partially in corporate law. When general or board meetings lead to statutory changes, notaries act as legal gatekeepers ensuring compliance. Ignoring formalities can invalidate resolutions and undermine shareholder confidence. This article explains why legal precision is crucial — and how Konsento simplifies legally compliant, digital corporate meetings.
Regulations of the Board of Directors on the Use of Electronic Means at the General Meeting
Virtual and hybrid general meetings are now an integral part of Swiss corporate law. This blog explains the legal requirements for using electronic means, the responsibility of the board of directors, and why board regulations are the key instrument for legally compliant implementation. A clear overview of the legal framework with practical guidance for board members.
General meetings via electronic means - what boards of directors must now consider
Since January 1, 2023, the revised stock corporation law has been in force and allows Swiss stock corporations to hold hybrid and virtual general meetings. The article explains the legal requirements for both forms, from the amendment to the articles of association to the appointment of an independent proxy to regulations for electronic means. Board members learn which next steps they need to take to implement them and how Konsento supports them with templates, modules and digital support at general meetings.
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FAQ
Frequently asked questions
Who within the company is responsible for determining beneficial ownership and carrying out the verification with the required due care?
The most senior member of the governing body. That person may delegate the task but remains responsible for the proper filing of the report (Art. 12 LETA).
What happens if a shareholder does not cooperate in determining the beneficial ownership?
The company documents the steps it has taken (Art. 8 para. 2 LETA) and states in the report that the verification was unsuccessful (Art. 9 para. 3 LETA, Art. 21 LETO). An intentional breach of the cooperation and reporting obligations may result in a fine of up to CHF 500,000 for the shareholder concerned (Art. 43 let. a LETA).
Is a copy of an identity document always required?
The company must establish whether the person concerned has an OASI number. Only if that is not the case must it obtain a copy of the passport, identity card or foreign national identity card (Art. 10 para. 2 LETO).
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