Introduction
The General Assembly with a power of attorney or authorized representative (proxy general meeting), respectively, is a popular option for many Swiss stock corporations that aim to conduct a general meeting in a legally correct and at the same time efficient manner. This form of meeting offers practical advantages, especially for decisions that require notarization. But how exactly does it work, and what solutions are there to further optimize the process?
In this post, you'll learn:
- What is a general meeting with authorized representative/power of attorney
- What is the legal basis
- How Konsento's innovative solution is revolutionizing the process
Table of contents
- What is a What is a general meeting with authorized representative/power of attorney??
- Legal basis
- Expiration of a proxy general term
- Konsento's solution: digital, efficient, simple
What is a general meeting with authorized representative/power of attorney?
A general meeting with authorized representative/power of attorney? is a special type of general meeting in which the shareholders are represented by an authorized person. This usually happens when decisions require public certification by a notary, such as amendments to the articles of association or capital increases.
Benefits of the general meeting with authorized representative
- Efficiency: Quick and easy processing.
- Flexibility: Ideal for shareholders who don't need to be present in person.
- Cost reduction: No hassle for big events.
Despite these benefits, legal requirements must be strictly complied with in order to protect the rights of shareholders.
Legal basis
Representing shareholders
According to Swiss stock corporation law, shareholders can be represented by another person. This power of attorney may be comprehensive or limited to specific agenda items.
Public certification
Certain decisions, such as capital increases or other amendments to the articles of association, require notarization. The proxy general meeting combines this process with the option for all shareholders to be represented by proxy.
Universal Assembly
If a public limited company with a manageable shareholder structure has the powers of attorney of all shareholders, the proxy general meeting can be held as a universal meeting. This allows the company to implement decisions even at short notice.
Procedure for a proxy general meeting
1. Invitation and granting of authority:
- Shareholders receive an invitation with a proxy form.
- They may appoint the Chairman of the General Assembly or an independent person. In most cases, only one independent proxy is nominated. This relieves the Board of Directors and shareholders to the maximum.
2. Organization of the General Assembly:
- The meeting usually takes place at the notary, and only in the presence of the notary and authorized person.
- The proxy acts on behalf of the shareholders in accordance with the instructions given in the proxy form.
2. Conclusion
- The results of the votes are certified by the notary.
- The resolutions come into force as soon as they are entered in the commercial register.
Konsento's solution: digital, efficient, simple
Although the classic proxy general agreement has advantages, it is often associated with administrative costs. Konsento offers a digital solution that simplifies and speeds up the entire process.
This is how Konsento's digital proxy general meeting works
- Easy organization: Tract templates and legal know-how are integrated into the platform.
- Guided processes and built-in logic: Innovative and sophisticated processes ensure that coordination between the Board of Directors, authorized person, shareholders and notary functions properly, that legal requirements are met and that the burden on all parties involved is relieved.
- Electronic invitation and authorization: Invitations and powers of attorney are managed digitally. Shareholders can easily grant their powers of attorney online. For shareholders who are not particularly digitally savvy, Konsento has alternative solutions that are simple and efficient both for the company and for the shareholders, but especially for the authorized person.
- Automated tracking: The platform shows in real time which shareholders have already granted their power of attorney and allows defaulting shareholders to be reminded at the push of a button.
- Online implementation: The general meeting takes place online between the proxy and the notary and thus enables maximum convenience and flexibility.
Benefits of the Konsento solution
- Quick and easy setup
- Legally compliant processing
- Automatic evaluation of powers of attorney
- Location-independent for everyone involved
- Transparent overview of the status of the decision at any time
- Cost-effective and efficient
Conclusion
The proxy general meeting is a practical opportunity for joint stock companies to make important decisions quickly and efficiently. Konsento's digital solution makes this process even easier and more modern.
Would you like to know more?
Book a non-binding demo meeting now and see how Konsento can transform your next resolution meeting.
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