Latest Blog Posts
Dividends in Swiss Corporations: Types of Distribution and Legal Requirements
A dividend is the distribution of profit or freely distributable reserves to shareholders. This article explains the most important types of dividend in Swiss corporations and shows how cash dividends, non-cash dividends, ordinary, extraordinary, interim, and advance dividends differ from one another. It sets out the applicable legal framework under Swiss company law and explains the practical implications for boards of directors and Swiss SMEs.
Digitalisation-Ready Articles of Association: Which Provisions Slow Down Digital Corporate Governance
Many stock corporations hold their general meetings virtually and dematerialise their shares without their articles of association reflecting this approach. This article shows which formulations on convocation, communications, proxies, the virtual general meeting and the form of shares typically stand in the way of digitalisation. It draws on the relevant provisions of the revised Swiss company law (Art. 626, 689, 700, 701a et seq., 973c, 973d CO) and on the case law of the Swiss Federal Supreme Court regarding the right to physical share certificates. It closes with a practical overview of what distinguishes digitalisation-ready articles of association today.
Which formats of general meetings are recognised under Swiss law?
Swiss corporate law offers a wide range of formats for general meetings – from traditional in-person meetings to fully digital and written resolutions. But which format is legally permissible? What role do the articles of association play? And what requirements must be met in practice? This article provides a structured overview and practical guidance for companies.
Legal Entity as Independent Proxy: What Swiss Law Allows – and What It Means in Practice
This article explains under which conditions a legal entity may act as an independent proxy. It outlines the legal requirements regarding independence, binding instructions, and liability, and illustrates the practical implementation in general meetings.
Change of address or transfer of registered office: When is a public deed required?
A change of address only affects the business address within the same municipality and can be resolved by the board of directors. A transfer of the registered office involves relocating the legal seat to another municipality and requires a shareholders’ resolution, an amendment of the articles and a public deed.
Convening the General Meeting: What Swiss Corporations Must Consider for Timely Invitations
Timely convening of a general meeting is essential for the legal validity of resolutions. This article clearly explains the principle of receipt, shows how to correctly calculate the 20-day notice period under Art. 700 CO, and highlights the practical differences between invitations by post and email. With concrete examples and actionable guidance, you get a clear framework for delivering invitations in a legally compliant way and avoiding risks.
Exclusion of Voting Rights on Discharge: Who May Not Vote at the General Meeting
This article explains when voting rights are excluded in connection with the discharge of the board of directors and who may not vote at the general meeting. It covers typical scenarios such as board members as shareholders, representation situations and group structures. It also outlines the legal risks of non-compliance with Art. 695 CO.
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.
When does a non-listed Swiss company need an independent proxy?
Many boards assume that independent proxies only matter for listed companies. In practice, non-listed Swiss corporations may also need one, for example in virtual general meetings or when representation rights are restricted. This article explains when an independent proxy is required, the legal framework under Swiss corporate law and how boards of directors should address voting representation at general meetings.
When Is an Independent Proxy Truly Independent?
Non-listed Swiss corporations may be required to appoint an independent proxy for their general meetings. This article explains when such a requirement arises and which independence standards apply. The legal framework is mainly based on Art. 689d CO and the independence rules for auditors in Art. 728 CO. It also discusses how financial interests or economic dependence may affect the assessment of independence.
AGM Minutes Made Easy – How Small Corporations Can Efficiently Obtain Legally Compliant AGM Minutes with Konsento’s Quick AGM
Preparing AGM minutes is a legal requirement for every corporation. However, many small companies find the preparation of the annual general meeting and the drafting of the minutes time-consuming. This article explains the required content of AGM minutes under Swiss law and shows how small corporations can automatically generate legally compliant AGM minutes with Konsento’s Quick AGM – digitally, efficiently and without manual work.
Universal meeting: what defines it – and how Konsento simplifies it digitally
A universal meeting allows Swiss companies to adopt valid resolutions without formal convening, provided all shareholders are present or represented and no objections are raised. This article explains the legal requirements, typical pitfalls and how Konsento enables transparent and legally compliant digital universal meetings.
e-ID and QES: How Digital Identity and Signature Revolutionise Corporate Actions
In the second part of our blog series, we show how combining e-ID and Qualified Electronic Signature (QES) drives the digital transformation of Corporate Actions. Together, they form the foundation for fully digital and legally binding processes – from virtual general meetings to commercial register filings. Konsento integrates these technologies to enable faster, more secure, and seamless electronic signing.
Swiss e-ID: The Digital Identity Key to Efficient Corporate Actions
The new Swiss e-ID marks a major step in the digitalisation of corporate legal processes. It enables secure, state-verified identification and builds trust in Corporate Actions such as general meetings, capital increases, and notarizations. In this first part of the series, we show how Konsento integrates the e-ID to streamline identity verification, enhance legal certainty, and pave the way for fully digital corporate governance.
What is the difference between a stock split and a nominal value reduction?
Stock split or nominal value reduction? Discover the differences and benefits of these capital measures for Swiss companies. Find out how these instruments influence voting rights and when they make sense. Including practical tips for legally compliant implementation with consensus — for an optimal capital structure for your company. Read More
Virtual general meeting: saving costs, further benefits and what is important when choosing a provider
Virtual general meetings offer numerous advantages: They reduce costs, increase willingness to attend and strengthen corporate governance. Thanks to digital processes, they are quickly organized and open up new opportunities for sustainability and creative shareholder events. Find out why the digital general meeting is the right step into the future and how an experienced provider like Konsento can help you with this.
How much money can companies save at general meetings?
Virtual general meetings: Reduce costs, increase efficiency. Find out how companies can save up to 87% of costs through virtual general meetings. This article shows the biggest cost drivers of conventional GM and explains why digital solutions are not only cheaper, but also more flexible and efficient. Learn the benefits and discover how Konsento can help you benefit from this innovative approach.
Sustainability through virtual general meetings: benefits for the environment, society and corporate governance
Virtual general meetings promote sustainability and strengthen your company's ESG goals. They reduce the carbon footprint, improve inclusion and increase transparency. Discover how digital GVs can make a positive contribution to the environment, society, and corporate governance.
General Assembly with Power of Attorney: Efficient solutions for your public limited company
Find out how the proxy general meeting enables companies to pass resolutions quickly and with legal certainty — without the personal participation of shareholders. Discover the benefits of modern, digital solutions such as Konsento: electronic authorization, location-independent execution and automatic evaluation. Simplify your general meeting and save time and money!
Your Articles of Association Need an Update – Are You Ready?
The transition period for the new corporate law is ending soon. Find out which changes to your articles are necessary – and how you can implement them efficiently and cost-effectively.
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.
Data analysis as a key trend at general meetings
More and more boards of directors, proxy representatives and notaries rely on data analyses at general meetings. The reason: Information on registrations, instructions, voting behavior and decisions can be recorded electronically not only faster but also more precisely. The use of digital systems makes the entire AGM process more efficient and transparent and supports all parties involved — from the board of directors to shareholders and notaries.
The General Assembly as a marketing platform
The General Assembly is not only a mandatory legal date, but also a stage for successful image marketing. Used cleverly, it can strengthen shareholder trust, turn them into brand ambassadors and even influence future financing rounds or course maintenance. With digital tools such as reminder functions, Konsento helps boards of directors increase shareholder participation and promote strong corporate governance. Anyone who sees the general meeting as an opportunity gains committed and loyal shareholders in the long term.
Efficiency gain for listed company at general meeting with consensus using the example of Xlife Sciences
The Annual General Meeting of Xlife Sciences AG impressively showed how Konsento brings efficiency, transparency and sustainability to corporate management with its digital GV tool. From simple recording of written and electronic voting rights instructions to voting via mobile device and automatic report generation, Xlife Sciences was able to significantly reduce administrative costs, avoid sources of error and at the same time support their ESG goals.
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.
What is needed for correct minutes of an AGM? A short practical guide
The Code of Obligations prescribes detailed requirements for the minutes of a general meeting. The article explains which content must be included, why precise logging is legally important and how digital solutions from Konsento significantly reduce the workload for boards of directors and shareholders.
What Is a General Meeting with Written Voting and Which Companies Is It Suitable For?
General meetings with written voting – known as universal meetings or circular resolutions – provide Swiss corporations with an efficient alternative to traditional shareholder meetings. They allow resolutions to be passed on paper or electronically, without shareholders being physically present. This article explains the legal framework, the differences between universal meetings and circular resolutions, and why these forms are particularly suitable for smaller companies and startup capital increases.
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.
What Makes a General Meeting Legally Compliant?
The general meeting is the supreme governing body of a company limited by shares and the forum where shareholders exercise their rights. To ensure that its resolutions are legally valid, the meeting must comply with all legal and statutory requirements — particularly concerning the shareholders’ right to representation. This right guarantees that all shareholders, even those who cannot attend in person or online, can still participate through a proxy or independent voting representative. The article explains when this right may be restricted, the meaning of the principle of immediacy, and why survey tools without independent proxies are not suitable for legally compliant general meetings.
Revision of stock corporation law: The new forms of general meeting
The corona pandemic accelerated the modernization of Swiss stock corporation law: Since 2020, virtual and hybrid general meetings and decisions have been possible circularly. With the revision of stock corporation law, these forms are permanently enshrined and offer joint stock companies more flexibility and legal certainty. The article explains the differences between virtual, hybrid and circular GVs, the requirements for their implementation and why Konsento is the ideal platform for legally compliant implementation.
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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