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.
Introduction
Convening a general meeting (GM) is more than a formality – it is a central act of shareholder democracy in every Swiss corporation. Yet many companies ask themselves: How can the statutory notice period be correctly observed? And what does the so-called principle of receipt mean in this context?
In this article, you will learn in a practical way how to correctly calculate the notice period for convening a GM, what differences exist between email and postal delivery – and how digital tools like Konsento can support you.
Table of Contents
- What is the principle of receipt for GM invitations?
- How to correctly calculate the notice period
- Invitation by post vs. email: what to consider?
- Conclusion: Faster and safer GMs with Konsento
What is the principle of receipt for GM invitations?
According to Art. 700 para. 1 CO, the invitation to the general meeting must reach the shareholders at least 20 days before the meeting date. The principle of receipt applies: the invitation must be delivered in such a way that it can be received under normal circumstances – regardless of whether it is actually read.
Definition of the principle of receipt
The principle of receipt states that an invitation to a general meeting becomes legally effective only when it reaches the shareholder, i.e. enters their sphere of control and can be taken note of under normal circumstances. It is not necessary that the shareholder actually reads the invitation – the mere possibility of taking note is sufficient.
Distinction from the dispatch principle
In contrast, the dispatch principle focuses on the moment of sending: a communication is considered made as soon as it has been sent. However, this principle does not apply to GM invitations under Swiss corporate law.
What matters is the receipt by the shareholder. The risk of delayed delivery is therefore borne by the company or its board of directors.
Context within the general meeting (Art. 700 CO)
Art. 700 para. 1 CO requires that the general meeting be convened at least 20 days before the meeting date. This deadline must be interpreted in light of the principle of receipt: it is not decisive when the invitation is sent, but when it actually reaches the shareholders within this period. The invitation is a declaration requiring receipt and becomes effective only upon receipt.
Practical implications for convening the meeting
In practice, this means:
- The board must actively plan for the receipt of the invitation
- Sending invitations shortly before the deadline is legally risky
- Delays in postal or electronic delivery are borne by the company
Therefore, invitations are usually sent with sufficient time buffer.
Core idea: protection of shareholder rights
The principle of receipt ensures that shareholders can effectively exercise their participation rights. It prevents invitations from being formally sent on time but received too late in practice – thereby strengthening preparation, transparency, and legal certainty of resolutions.
How to correctly calculate the notice period
Basic rule of deadline calculation
According to Art. 700 CO, a minimum period of 20 days applies before the meeting date. In line with the principle of receipt, the invitation must reach the shareholder no later than 20 days before the GM.
The following rules apply:
- The day of receipt is not counted
- The day of the general meeting is not counted
- The period runs as a full intermediate period of 20 days
Example: General meeting on 23 June
- 23 June (meeting day) is not counted
- The day of receipt is not counted
- The last permissible day of receipt is therefore 2 June
The invitation must therefore reach the shareholder by 2 June at the latest.
Since the company bears the delivery risk, it should send the invitation earlier.
Role of weekdays, weekends, and public holidays
- All calendar days count, including weekends and public holidays
- This is not a “business day” deadline, but a continuous statutory period
However, in practice:
- Receipt on weekends or holidays may delay actual awareness
- Postal delivery may be delayed (e.g. limited delivery or collection periods for registered mail)
Such situations increase the risk of late receipt in a legal sense.
Invitation by post vs. email: what to consider?
Invitation by post
- A realistic delivery time of 2–3 business days should be considered
- Recommended dispatch date in our example: no later than 28 May
- Goal: receipt by 2 June
Tip: Registered mail or A-Post Plus provides better traceability.
Invitation by email
- Emails are considered delivered as soon as they are accessible in the recipient’s inbox
- Ideally documented via delivery reports or automated systems
Recommended dispatch date: 1 June
Goal: receipt on or before 2 June
Digital tools like Konsento automatically log dispatch times and monitor delivery, which helps resolve evidentiary issues in case of disputes.
Conclusion: Faster and safer GMs with Konsento
Compliance with the notice period is not merely a formal requirement – it protects shareholder rights and ensures the validity of resolutions. In practice, however, proper delivery is often challenging.
Konsento provides a digital platform for organizing, conducting, and automatically documenting general meetings – including deadline control, legally compliant delivery, and automatic proof of delivery issues. With Konsento, you can invite your shareholders correctly and efficiently – saving time, costs, and effort.