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.
Introduction
The general meeting (GM) is the supreme governing body of a company limited by shares (AG) and plays a central role in corporate governance. Swiss corporate law provides for various ways to hold general meetings, in particular through the introduction of digital formats. This article presents the different formats of general meetings in Switzerland and explains the key legal requirements to consider.
Table of contents
- Physical general meeting
- Virtual general meeting
- Hybrid general meeting
- Multi-location general meeting
- General meeting abroad
- Written general meeting
- Universal meeting
- Proxy general meeting
- Conclusion
1. Physical general meeting
The physical general meeting is the traditional format and takes place at a specific location. Shareholders or their representatives attend in person and participate in discussions. Voting is conducted on-site, either by show of hands, electronically or in writing. This format enables direct interaction between shareholders and management and fosters in-depth discussion.
Legal requirements:
- No specific provision in the articles of association is required.
- The meeting must be convened in accordance with the Swiss Code of Obligations (CO).
- The company must ensure that all shareholders have the opportunity to attend the meeting.
2. Virtual general meeting
A virtual general meeting is held entirely online without a physical venue. Shareholders participate via a digital platform and vote electronically. This format offers flexibility and cost efficiency, especially for companies with geographically dispersed shareholders.
Legal requirements:
- A virtual GM is only permissible if explicitly provided for in the articles of association.
- The identity of participants must be verifiable.
- Voting, the right to submit motions and participation in discussions must be ensured by appropriate technical means.
3. Hybrid general meeting
A hybrid general meeting combines physical and virtual participation. Shareholders can either attend in person at the meeting location or join online. This format provides maximum flexibility while retaining the benefits of a physical meeting.
Legal requirements:
- No specific provision in the articles of association is required, as a physical venue is provided.
- Technical requirements correspond to those of a virtual meeting, particularly regarding identification, voting and participation in discussions.
4. Multi-location general meeting
A multi-location general meeting takes place simultaneously at several physical locations, which are connected via real-time electronic communication. This is particularly useful for companies with a widely distributed shareholder base.
Legal requirements:
- A statutory basis in the articles of association is required.
- Equal participation rights must be ensured across all locations.
- A stable and secure technical infrastructure is necessary.
5. General meeting abroad
A general meeting may also be held outside Switzerland, which can be beneficial if shareholders or management are based abroad.
Legal requirements:
- The articles of association must explicitly allow meetings abroad.
- Local legal requirements at the place of meeting must be observed.
- Public notarisation by a Swiss notary abroad is not permitted, as notaries must act within their canton of admission. At the same time, foreign notaries may not be familiar with Swiss commercial register requirements, which can create practical challenges.
6. Written general meeting
A written general meeting (also known as a circular resolution) allows resolutions to be adopted without a physical or virtual meeting. Shareholders vote in writing or electronically on the proposed agenda items.
Legal requirements:
- All shareholders must unanimously agree to this format.
- If any shareholder requests oral discussion, the written procedure is not permitted.
- Resolutions must be confirmed by all shareholders either with handwritten signatures or qualified electronic signatures.
7. Universal meeting
A universal meeting takes place when all shareholders or their representatives are present. In this case, the formal convening requirements can be waived.
Legal requirements:
- No statutory basis is required.
- Resolutions may be adopted in writing or electronically.
- All agenda items can be decided without prior notice.
8. Proxy general meeting
In a proxy general meeting, only the chairperson, a proxy representative and a notary are physically present. Shareholders are represented by proxy. This format is often used for resolutions requiring notarisation, particularly in extraordinary general meetings.
Legal requirements:
- The meeting may be held physically, in hybrid form or virtually.
- A statutory basis is required if the meeting is held virtually.
- An independent proxy is required.
Conclusion
The different formats of general meetings under Swiss law allow companies to choose the most suitable approach depending on their needs and legal framework. While physical meetings foster direct interaction, hybrid and virtual formats provide greater flexibility and efficiency.
Konsento offers a digital platform for the legally compliant and efficient planning, organisation, execution and follow-up of general meetings. Whether physical, hybrid, virtual, proxy-based, abroad or multi-location meetings – Konsento provides the necessary infrastructure and streamlines the entire process.
Would you like to run your general meeting efficiently and in full compliance with the law?
Schedule a free, non-binding consultation today.