Statutory requirement for the GV protocol
Swiss company law states in Art. 702 CO that the Board of Directors must keep minutes of the general meeting, sign and make them available to shareholders within a specified period of time. The Act also defines the minimum content of the protocol. In this blog post, we present the legal requirements for the protocol.
The legal significance of the minutes
The Board of Directors is responsible for the correct and legally compliant minutes of the General Assembly. The chairman of the meeting often delegates this task to the corporate secretary in order to be able to concentrate on the correct conduct of the meeting. The secretary may be a member of the Board of Directors or an external third party. Keeping detailed minutes is advisable to minimize liability risks and to record decisions, voting results and, where appropriate, discussions. Shareholders who are not present can review the decisions made through the minutes. The minutes are legally probative and false information may constitute a forgery of documents.
As mentioned above, the Code of Obligations defines the minimum content of the AGM minutes. These are the following points:
Minimum content in accordance with law
- Date, start and end, type (ordinary or extraordinary; physical, virtual, hybrid, written) and place of the general meeting. In the case of virtual general meetings, it must be stated that this is a meeting without a place of meeting.
- The number, type, nominal value and category of shares represented, including the shares represented by the independent proxy, the governing body proxy or, where applicable, by custodian representatives.
- The decisions and the election results, including the exact voting ratios. This includes, for example, the election of the Board of Directors or the auditor, the approval of the previous year's minutes and the annual financial statements, as well as resolutions on dividend payments, capital increases or further amendments to the Articles of Association. The members of the Board of Directors must be elected individually; accordingly, the election results must also be recorded individually. In general, the results of votes must be recorded precisely, i.e. the number of votes for and against the motion and abstentions must be listed in detail for each individual resolution.
- The requests for information submitted at the Annual General Meeting and the answers given to them, as well as the statements made by shareholders on record: Shareholder discussions generally do not have to be recorded unless this is explicitly requested in individual cases. The minutes should nevertheless record important discussions, questions or comments during the meeting, particularly when they influence decisions and decisions.
- Relevant technical problems that arise during the conduct of the General Assembly. Of course, this applies not only to any problems with GV systems or video conferencing solutions at virtual or hybrid general meetings, but also, for example, incorrect counting of televoting devices or sound problems at physical general meetings.
Further formal requirements
The minutes must be signed by the secretary and the chairman of the general assembly. The minutes of unlisted companies must be made available to shareholders within 30 days of the general meeting, and those of listed companies within 15 days after the general meeting. The minutes do not have to be sent individually as long as they are made available to shareholders electronically.
Reduce manual effort for legally compliant minutes
Konsento offers complete digital solutions for physical, virtual, hybrid and written general meetings. Guided processes for the individual types of general meetings, templates for standard and special agenda items, automatically created lists of participants, individual access for the company and its board members, shareholders, proxy representatives, notaries and, where appropriate, auditors, and automatically calculated voting results enable legally compliant, simple and time-saving preparation and implementation. The post-processing of general meetings is just as easy: at the push of a button, draft minutes are created, which contain all legally required information in the minutes in detail and only have to be supplemented with speeches from shareholders. For joint stock companies with only 1 to 3 shareholders, the minutes of a standard universal meeting are even drawn up directly without having to actually carry them out within the software. General meetings have never been as easy as with Konsento!
Curious people can register here and set up their joint stock company and their next general meeting themselves in just a few minutes. For non-binding Counseling sessions We are also happy to help.
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