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Civil liability of board members (and other management bodies) for damage resulting from intentional or negligent breach of duty, in particular in the event of poor organization (Art. 716a CO) or breach of duty of care and loyalty (Art. 717 CO). Without effective delegation, the entire Board of Directors is also liable for mistakes made by delegated persons. Effective delegation reduces liability to selection, instruction and monitoring.

Written regulations adopted by the Board of Directors, which structure management (positions/functions), allocate tasks and competencies, define representation/signing rules and regulate reporting to the Board of Directors. It is a prerequisite for effective delegation of operational tasks to board members or third parties.

Without regulations, full management responsibility remains with the entire Board of Directors, and the members are also liable for mistakes made by the delegated person (Art. 717, 754 CO). With valid regulations, the Board of Directors may limit its liability to the selection, instruction and monitoring of delegates.

As soon as the Board of Directors delegates any operational tasks — even subtasks — to board members or third parties. Written regulations in accordance with Art. 716b CO are then mandatory. If the board does everything itself, it is not mandatory, but highly recommended as a best practice for an orderly organization in accordance with Art. 716a CO.

From Konsento, you will receive organizational regulations tailored to your organization, the resolution of the Board of Directors required to implement them as an electronic circulation resolution, the associated minutes and their storage in Konsento's online archive.

No — Konsento does that for you. The quick version of the AGM replaces the paper-based minutes previously prepared by the fiduciary. By default, all decisions are recorded with 100% approval. If you want to record no votes or abstentions, you can open the process at any time and invite shareholders to vote electronically. This saves you time and nerves and always has a clean, digital log at hand.

With the Fast-AGM version of Konsento, joint stock companies with up to 3 shareholders automatically receive complete, legally compliant minutes of a general meeting in accordance with Art. 702 of the Swiss Code of Obligations (CO) — without any manual effort. The software creates the minutes on January 1 with all mandatory agenda items for the Annual General Meeting, correctly represented share capital and all share votes represented.

Even with a small shareholder base, general meetings must be properly prepared and formally recorded. Konsento provides you with validated agenda templates for all resolutions and ensures that notice, execution, and minutes fully comply with legal requirements. Minutes are generated automatically with all mandatory content – keeping your GM simple, efficient, and flawlessly documented.

Konsento ensures that your board resolutions are not only efficient but also legally compliant. With over 150 agenda templates for standard and special resolutions, you can be confident every decision is properly framed. Minutes are generated automatically with all legally required content – making your meetings both easy to manage and formally flawless in documentation.

Clients report up to ~50 % savings in time and external costs by automating meetings, document prep, notarisation, and filings.

Through structured workflows, single-source data, version control, standardised formats, automated document creation - this avoids data chaos, rounding mistakes, invalid signatures, or document misplacement.

Yes. A password‑secured investor portal enables legal‐grade data collection and “soft commitments” directly through Konsento.

Both public certification and statutory auditor confirmation are embedded steps—you can request them through the platform at pre‑negotiated rates.

Konsento supports ordinary capital increases, conditional capital increases, capital band, cash contributions or conversion of CLAs as well as in‑kind contributions - automated regardless of type.

The innovative and modern consensus platform brings a breath of fresh air to decision-making in Swiss stock corporations: circular resolutions of the board of directors can not only be handled entirely digitally, but also implemented in a legally secure, clearly structured manner with minimal effort. What makes the difference: Structured Process: Each step is legally sound and guides you safely through the decision-making process. Market-proven templates: Pre-prepared agendas take the strain out of formulation and ensure legal clarity. Intelligent dispatch: All board members are automatically included — no manual effort required. Transparent Approval: Digital voting provides clear and verifiable votes. Smart Reminder: Automatic Reminder for Defaulting Members — Can be activated with a click. Complete documentation: Every decision is recorded in an audit-proof manner — completely automatically. Fully digital process: No physical documents, no email ping-pong — instead, lean, fast and digital. Legally compliant implementation: Developed in close consultation with lawyers and notaries — reliable and tried and tested.

Yes, in Konsento, the board of directors can carry out a digital circulation resolution.

Konsento sets the standard for modern, legally compliant general meetings in Switzerland. Purpose-built for Swiss stock corporations, it’s the only platform that fully automates the entire lifecycle of physical, virtual, hybrid, and universal meetings – with seamless legal compliance at every step. What makes Konsento truly innovative? Swiss Law Built In: Every workflow is aligned with the Swiss Code of Obligations – from 20-day notice periods to real-time voting and legally valid digital minutes. Instant Protocols & Notary-Ready: Konsento generates legally compliant minutes on the fly and even integrates virtual notaries for public deeds – no travel, no paperwork. Fully Digital, Yet Legally Secure: From secure invitations to participant authentication and vote transmission, every process meets the highest legal standards, including the Unmittelbarkeitsprinzip. End-to-End Automation: Agenda creation, RSVP tracking, voting, protocol drafting and archiving – all in one intuitive platform. Universal Meetings Made Easy: Even unanimous shareholder resolutions can be documented digitally and legally within 48 hours. With over 450 Swiss stock corporations and 300+ successful general meetings, Konsento is not just a tool – it’s Switzerland’s most advanced and sophisticated solution for shareholder governance. Run your next general meeting with Konsento – and experience the future of corporate decision-making.

Yes, Konsento automates the generation of meeting minutes and other necessary documentation. It also allows for the secure sharing of these documents with stakeholders and ensures they are archived in compliance with legal requirements

Konsento ensures full legal validity for virtual and hybrid general meetings by embedding Swiss corporate law directly into every workflow. From automated 20-day invitation deadlines to real-time voting and identity verification – every step is purpose-built to comply with the Swiss Code of Obligations. Shareholders join securely, vote immediately, and receive legally sound results and minutes without delay. Advance voting, proxy management, participant authentication, and even notary integration are all seamlessly handled. Konsento gives you full legal confidence – without the legal hassle.

Konsento supports the organization and execution of various types of general meetings, including physical, virtual, hybrid, and universal meetings. It accommodates both ordinary and extraordinary general meetings, ensuring compliance with Swiss legal requirements.

Yes, Konsento's share register can be exported as a PDF file and is accepted by Swiss banks as a share register for confirmation purposes when opening or managing a bank account.

Konsento automatically generates necessary legal documents such as subscription slips, share certificates, and transfer forms. These documents can be signed electronically, adhering to Swiss legal standards, and are securely attached to each transaction for complete compliance.

Absolutely. You can upload your existing cap table in Excel format, and Konsento will automatically structure your share register, ensuring a seamless transition.

Yes, Konsento's digital share register is fully compliant with Swiss corporate law. It incorporates built-in legal logic to ensure accurate tracking of beneficial owners, audit-proof history, and readiness for reporting cap tables to banks.