The latest from the world of corporate actions

Legal Entity as Independent Proxy: What Swiss Law Allows – and What It Means in Practice

This article explains under which conditions a legal entity may act as an independent proxy. It outlines the legal requirements regarding independence, binding instructions, and liability, and illustrates the practical implementation in general meetings.
April 9, 2026
4 Min.

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4 Min.

What Does the Discharge of the Board of Directors Really Do? Effects and Limits Explained

The discharge of the board of directors is a key resolution of the general meeting. It signals shareholder approval but also affects liability claims. This article explains how the discharge works, its limits and which risks remain under Swiss law.

4 Min.

When does a non-listed Swiss company need an independent proxy?

Many boards assume that independent proxies only matter for listed companies. In practice, non-listed Swiss corporations may also need one, for example in virtual general meetings or when representation rights are restricted. This article explains when an independent proxy is required, the legal framework under Swiss corporate law and how boards of directors should address voting representation at general meetings.

5 Min.

When Is an Independent Proxy Truly Independent?

Non-listed Swiss corporations may be required to appoint an independent proxy for their general meetings. This article explains when such a requirement arises and which independence standards apply. The legal framework is mainly based on Art. 689d CO and the independence rules for auditors in Art. 728 CO. It also discusses how financial interests or economic dependence may affect the assessment of independence.

3 Min.

AGM Minutes Made Easy – How Small Corporations Can Efficiently Obtain Legally Compliant AGM Minutes with Konsento’s Quick AGM

Preparing AGM minutes is a legal requirement for every corporation. However, many small companies find the preparation of the annual general meeting and the drafting of the minutes time-consuming. This article explains the required content of AGM minutes under Swiss law and shows how small corporations can automatically generate legally compliant AGM minutes with Konsento’s Quick AGM – digitally, efficiently and without manual work.

4 Min.

The New Investment Screening Act: Are Foreign Investments in Swiss Startups and SMEs Still Permissible?

The Investment Screening Act (ISA) introduces, for the first time, a Swiss legal framework for reviewing certain foreign investments. The article explains that the Act does not constitute a general barrier to foreign investment, but applies only in narrowly defined exceptional cases. For startups and SMEs, it is particularly relevant that private foreign investors and typical financing rounds are generally excluded. At the same time, the article highlights that corporate law and transparency obligations – including share register and beneficial owner requirements – remain applicable irrespective of the ISA.

4 Min.

Entry into Force of the Federal Act on the Transparency of Legal Entities: Transitional Periods and Practical Preparation for Reporting Obligations

An overview of upcoming transparency register obligations: applicable deadlines, when action is required, and why companies should already review their ownership structures today. The full expert article with detailed analysis and practical guidance is available in the Transparency Register Hub.

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Corporate actions and corporate law – explained simply

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