The latest from the world of corporate actions

Participation Certificates: Meaning and Practical Applications

Participation certificates are an instrument of Swiss company law that allows companies to raise equity without diluting the voting rights of existing shareholders (Art. 656a ff. CO). This article places the instrument in historical context and explains its legal fundamentals. It focuses on three applications common in practice: employee participation, investor and growth financing, and the restructuring of over-indebted companies. The article also outlines the formal requirements and limits to consider when introducing participation capital.
July 27, 2026
4 Min.

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4 Min.

Which formats of general meetings are recognised under Swiss law?

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.

4 Min.

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.

5 Min.

Change of address or transfer of registered office: When is a public deed required?

A change of address only affects the business address within the same municipality and can be resolved by the board of directors. A transfer of the registered office involves relocating the legal seat to another municipality and requires a shareholders’ resolution, an amendment of the articles and a public deed.

4 Min.

Convening the General Meeting: What Swiss Corporations Must Consider for Timely Invitations

Timely convening of a general meeting is essential for the legal validity of resolutions. This article clearly explains the principle of receipt, shows how to correctly calculate the 20-day notice period under Art. 700 CO, and highlights the practical differences between invitations by post and email. With concrete examples and actionable guidance, you get a clear framework for delivering invitations in a legally compliant way and avoiding risks.

4 Min.

Exclusion of Voting Rights on Discharge: Who May Not Vote at the General Meeting

This article explains when voting rights are excluded in connection with the discharge of the board of directors and who may not vote at the general meeting. It covers typical scenarios such as board members as shareholders, representation situations and group structures. It also outlines the legal risks of non-compliance with Art. 695 CO.

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.

Meet our clients

5 Min

Interview with the CANTREAT Founders: Focus on Cancer Research Instead of Administration – How CANTREAT Keeps Its Back Free

In this interview, the CANTREAT founding team shares insights into their vision, the challenges of a rapidly growing shareholder structure and how they handle increasing corporate governance complexity. They explain why administrative processes can quickly become a bottleneck—and how Konsento helps create clarity, save time and elevate governance standards.

5 Min.

CANTREAT AG – Fighting Cancer with Precision: How a MedTech Startup is Rethinking Tumor Treatment

How do you combine high-precision MedTech innovation with a complex shareholder structure? CANTREAT AG shows how it’s done. While the startup is rethinking cancer treatment with magnetically controlled nanoparticles, Konsento ensures clear, efficient and legally compliant processes in the background—from digital share register to general meetings and capital measures. This allows CANTREAT to fully focus on research, development and growth.

3 mins

Efficiency gain for listed company at general meeting with consensus using the example of Xlife Sciences

The Annual General Meeting of Xlife Sciences AG impressively showed how Konsento brings efficiency, transparency and sustainability to corporate management with its digital GV tool. From simple recording of written and electronic voting rights instructions to voting via mobile device and automatic report generation, Xlife Sciences was able to significantly reduce administrative costs, avoid sources of error and at the same time support their ESG goals.

3 Min.

rheo-CEO Philipp Vetter: “I hardly had to deal with the administrative tasks of my capital increase”

rheo AG digitises vital-sign monitoring with wearable sensors and predictive analytics. In 2023, the company structured a convertible loan with 30 new investors, converted it into shares, increased its share capital and consolidated investors into two syndicates. In this interview, CEO Philipp Vetter explains how Konsento supported the entire process: legal alignment, synchronisation of contracts, automated document generation and coordination of the notarial certification. The outcome: a fast, reliable execution with major administrative time savings for the rheo team.

Vlog

Our video blog: 
Corporate actions and corporate law – explained simply

Closing the Funding Round – What Founders Need to Prepare

Legal Due Diligence: What Founders Need to Know