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.
Practical guide for members of the board of directors
Introduction
Since the beginning of 2023, general meetings of Swiss corporations may be held not only in physical form, but also virtually or in a hybrid format using electronic means. These more efficient forms of general meetings reflect technological and societal developments while strengthening shareholders’ participation and voting rights.
However, holding a general meeting by electronic means is subject to clear legal requirements. Responsibility for compliance lies with the board of directors. This article provides a structured overview of the legal framework and shows how these requirements can be implemented in practice, in particular through regulations adopted by the board of directors.
Table of contents
- Legal framework for electronic general meetings
- Overview of the statutory minimum requirements
- Responsibility of the board of directors
- Articles of association or regulations: where do the rules belong?
- Practical support for implementation
Legal framework for electronic general meetings
The legal basis for holding virtual and hybrid general meetings is set out in the revised Swiss Code of Obligations. The use of electronic means is permitted provided that certain minimum requirements are met.
For fully virtual general meetings, some requirements are stricter than for hybrid formats. The aim of the statutory rules is to ensure that shareholders can exercise their rights in a digital setting in a manner equivalent to a physical general meeting.
Overview of the statutory minimum requirements
In order to hold a general meeting in a legally compliant manner using electronic means, the board of directors must in particular ensure the following:
Verification of participants’ identity
The identity of shareholders participating electronically must be clearly established. This requirement is functionally equivalent to access control at a physical general meeting and is intended to prevent unauthorised persons from participating or exercising voting rights.
Immediate transmission of statements
Participants’ statements must be transmitted immediately. This includes a temporal aspect: statements must be submitted during the discussion of the relevant agenda item and must be received directly by the board of directors. In addition, it must be ensured that shareholders can express themselves directly, without prior filtering or influence on the content of their statements.
Right to submit motions and to participate in discussions
All participants must be able to submit motions and take part in the discussion. Only in this way can shareholders form an opinion based on the statements of the board of directors and other participants.
Unaltered voting results
Finally, it must be ensured that voting results are correctly determined. In particular, it must be excluded that voting rights are exercised multiple times or inconsistently, for example through a combination of electronic participation and proxy voting.
In summary, the board of directors must refrain from using electronic means that do not allow for reliable interactive discussion or accurate voting results. The technical solutions used must be reviewed before the general meeting takes place.
Responsibility of the board of directors
Responsibility for compliance with the statutory requirements lies clearly with the board of directors. It decides whether electronic means are used and must ensure that the organisation, technology and conduct of the general meeting comply with legal requirements.
This applies regardless of whether external service providers or software solutions are used. Legal responsibility cannot be delegated.
Articles of association or regulations: where do the rules belong?
To ensure binding effect, transparency and traceability, it is advisable to formally document the rules governing the use of electronic means.
In principle, such provisions may be included in the articles of association of the corporation. However, articles of association offer limited scope for detailed rules, and any amendment requires a resolution of the general meeting, public notarisation and registration with the commercial register.
Regulations adopted by the board of directors offer significantly greater flexibility. They can be amended by the board of directors at any time, do not require public notarisation and do not have to be filed with the commercial register. They also allow for a much higher level of detail. Accordingly, the law expressly provides that the board of directors regulates the use of electronic means and bears responsibility for it.
Practical support for implementation
In practice, members of the board of directors face the challenge of aligning legal requirements, organisational processes and technical solutions in a coherent manner.
Modern digital solutions for general meetings and board meetings can help make preparation, execution and documentation more efficient and legally compliant. Predefined agenda items for board meetings are particularly helpful when deciding on the use of virtual or hybrid general meetings and on adopting corresponding board regulations.
Conclusion
Virtual and hybrid general meetings have been an integral part of Swiss corporate law since the beginning of 2023. They offer efficiency gains and new forms of participation, but require careful legal and organisational preparation.
In this environment, Konsento has established itself as a leading provider of efficient and intuitive general meeting tools for SMEs. By January 2026, more than 600 general meetings had been conducted using Konsento’s software. In addition to ordinary general meetings, a significant proportion of extraordinary general meetings involving special resolutions plays a central role. Digital formats are particularly well suited to time-critical extraordinary resolutions.
This practical experience feeds directly into the ongoing development of Konsento’s solutions. Customers benefit not only from stable, legally compliant general meeting tools, but also from proven templates and best practices, including a model regulation of the board of directors for conducting digital general meetings.
Secure your general meeting regulations now
Book a demo for digital general meetings or contact Konsento at hello@konsento.ch to receive a tailored set of board regulations for holding general meetings using electronic means.
Subscribe to our newsletter to stay up to date on corporate governance topics.
Or follow us on social media: