The documentation on the clarification of beneficial ownership must be accessible from Switzerland at all times, and for companies limited by shares and limited liability companies, the person authorised to represent the company and resident in Switzerland must have access to it (Art. 8 paras. 1 and 4 LETA).

Yes. Where identification or verification proves impossible despite genuine efforts, this fact and the steps taken must be recorded in an appropriate manner (Art. 8 para. 2 LETA).

For ten years from the point in time at which the person concerned ceased to be a beneficial owner (Art. 8 para. 3 LETA). Records relating to former beneficial owners must therefore continue to be held.

No. In addition to identity data, the underlying clarifications and supporting documents must also be documented so that it is traceable how the company arrived at its determination (Art. 8 para. 1 LETA).

Yes. After the dividend resolution has been passed in the general meeting, Konsento allows dividend confirmations to be generated for all dividend-entitled financial instruments in a few clicks, including the automatic deduction of the 35% withholding tax. The payment file for the bank (PAIN format) can also be prepared directly within the platform, based on the account details recorded for each shareholder and participant. This replaces a manually managed, error-prone process with a structured, fully documented workflow.

Konsento supports Swiss corporations throughout the entire dividend process. In the general meeting tool, shareholders can vote on dividend distributions using pre-built agenda item templates with calculation bases. After the resolution, Konsento enables the automated preparation of dividend confirmations for all dividend-entitled financial instruments — shares, participation certificates, and profit participation certificates — including the automatic calculation of withholding tax. Konsento also assists with generating the PAIN payment file for the bank and with recording the necessary account details for each shareholder and participant.

The key difference lies in the legal basis. An interim dividend is a dividend properly resolved by the general meeting on the basis of interim financial statements. An advance dividend payment, by contrast, is not a validly resolved dividend, but an advance — or loan-like payment — made to shareholders in anticipation of a future dividend. If no dividend is subsequently resolved or the amount falls short of the advance, the shareholder is in principle required to repay the outstanding amount.

An interim dividend in a Swiss corporation requires interim financial statements as the basis for the general meeting's resolution (Art. 675a para. 1 CO). In principle, these statements must be reviewed by the statutory auditor before the resolution is passed (Art. 675a para. 2 CO). No review is required if the company is not subject to a limited statutory audit. A review may also be dispensed with if all shareholders consent and the claims of creditors are not jeopardised.

Under Swiss company law, dividends may only be paid out of net profit for the year and out of reserves created for this purpose (Art. 675 para. 2 CO). Before the board of directors submits a dividend proposal to the general meeting, it must verify that sufficient freely distributable funds are available, that the appropriate financial statements exist as a basis, and that any required review by the statutory auditor has been completed. The general meeting then formally resolves on the distribution.

Yes. Art. 14 LETA establishes independent notification and cooperation obligations for beneficial owners and third parties forming part of a chain of control. Anyone who controls a company through an intermediate structure without appearing directly as a holder of equity interests must, upon request by the company, supply the required information.

Les violations intentionnelles de l'obligation de communication peuvent être sanctionnées d'une amende de 500 000 francs au plus (art. 43 lit. a LTPM). L'autorité poursuivante est le Département fédéral des finances.

Not necessarily. Anyone who has fully complied with the notification obligation under the existing law and where the person notified is also the beneficial owner under the new law is deemed to be exempt (Art. 49 para. 1 LETA). However, the company may request missing details — such as date of birth or nationality — which must be supplied within one month. If in doubt, a careful review of the existing notification is advisable.

The initial notification must be made within one month of the acquisition of control (Art. 13 para. 3 LETA). Changes must likewise be communicated within one month of the person subject to the notification obligation becoming aware of the change (Art. 13 para. 5 LETA).

The notification is made directly to the company — not to the transparency register. The company in turn is obliged to verify the information received and to notify the federal transparency register. The notification flow thus runs from the holder of equity interests through the company to the transparency register.

No. The notification obligation applies only to persons who, alone or acting in concert with third parties, hold equity interests in an amount that enables ultimate control over the company. The relevant threshold is more than 25 percent of the capital or voting rights (Art. 13 para. 1 LETA).

Konsento uses the data maintained in the share register to determine the dividend-entitled holdings. The company can define a relevant record date and, on that basis, identify which shareholders and participants are to be considered and with which financial instruments.

Konsento supports Swiss stock corporations in structuring the preparation and operational execution of dividends. The company can determine the dividend-entitled holdings based on the share register, generate dividend statements, and calculate the relevant amounts in a transparent manner.

Dividends are generally calculated in proportion to the amounts paid in on the share capital (Art. 661 CO). The articles of association may provide otherwise, for example through preferential rights. Therefore, it must be verified prior to distribution which participation rights are entitled to dividends and whether special provisions exist in the articles.

The board of directors prepares the proposal to the general meeting and must verify in advance whether the legal requirements for a dividend are met. This includes, in particular, verifying that sufficient freely distributable funds are available and that the proposal complies with the law and the articles of association.

The general meeting decides on the distribution of a dividend. This competence is inalienable and non-transferable (Art. 698 para. 2 no. 4 CO). The board of directors prepares the proposal but cannot validly resolve the dividend itself.

Incorrect filings can lead to flags, in-depth preliminary reviews, formal control proceedings and ultimately to ordered measures (Art. 36 to 38 TJPG). They may also result in fines and reputational risks.

The supervisory authority reviews the accuracy, completeness and currency of the register entries on a risk-based or sampling basis and can order measures where necessary (Art. 35 and 38 TJPG).

A flag indicates that there are doubts about the reported information or that a company has failed to comply with a request from the authority. It increases the risk profile of the company and may trigger further controls.

A difference report arises when authorities or financial intermediaries identify deviations between their own information and the data in the transparency register and notify the register-keeping authority (Art. 34 TJPG).

Yes. The Transparency Act provides for a multi-stage control system that reviews incoming filings, identifies deviations from other data sources and provides for risk-based controls by a specialised supervisory authority (Art. 33 et seq. TJPG).

Konsento accompanies the entire process, from analysing the existing articles through the revision itself to public notarisation at the general meeting. At its core lies a structured review of the key provisions on convocation, communications to shareholders, proxies, the virtual general meeting and the form of the shares.

Yes. Under Art. 701d CO, a general meeting held without a physical venue requires an express provision in the articles. Without such a basis, the board of directors may organise an in-person meeting with electronic participation (Art. 701c CO) but cannot dispense with a physical venue. Non-listed companies may, in addition, provide in their articles that no independent proxy needs to be appointed (Art. 704 para. 1 no. 15 CO), which considerably reduces the effort involved in running a lean virtual general meeting.

Under Swiss law, “in writing” as a rule means paper bearing a handwritten signature or, where transmitted electronically, a qualified electronic signature (Art. 14 para. 2bis CO). If the articles require convocations of the general meeting, communications to shareholders or the granting of proxies to be made “in writing”, “by letter” or “by registered letter”, channels such as e-mail or platform-based solutions are effectively blocked. A formulation only becomes digitalisation-ready when the relevant form is supplemented by “or electronically”.

No. Maintaining the share register digitally does not in itself eliminate a shareholder’s claim to receive a physical share certificate. In 2021, the Swiss Federal Supreme Court held that, without an express provision in the articles of association, a shareholder can successfully sue for the issuance of a share certificate. The articles must therefore clearly state that the shares exist exclusively as uncertificated securities or ledger-based securities (Art. 973c / 973d CO) and that the issuance of share certificates is excluded.

In that case, this must be disclosed in the report and all available relevant information must be submitted, along with the most senior member of the governing body as the designated contact person (Art. 9 para. 3 LETA and Art. 12 LETO).

The obligation is triggered in particular when a trust or at least two intermediate levels stand between the beneficial owner and the company, or when a fiduciary relationship forms part of the control chain (Art. 7 para. 1 LETO).

This refers to situations in which control is not exercised through capital or voting right percentages, but for example through the right to appoint or remove the majority of board members, through veto rights, or through the right to determine profit distributions. The LETO requires a description of how that control is specifically exercised (Art. 3 and Art. 8 LETO).

Not necessarily. A change notification is triggered in particular when a transfer causes a reporting threshold to be crossed upward or downward (Art. 18 para. 3 LETO).

Yes. The reporting obligation applies even in the simplest of structures. What must be reported are identity data as well as information on the nature and extent of control (Art. 9 LETA in conjunction with Art. 6 LETO).

Konsento supports you throughout the entire process of transferring your company’s registered office – from preparation to registration in the Commercial Register. The platform ensures that all legal steps are implemented correctly and efficiently. This includes preparing the shareholders’ meeting with a legally compliant agenda item for the transfer. The resolution can be adopted electronically via a written circulation process, enabling a lean and compliant execution. In addition, Konsento organises the notarisation through an online notary and prepares all required documents, including the amendment of the articles of association, the Commercial Register application and the certification of signatures of authorised representatives. Where required, a domicile declaration is also included. Finally, Konsento handles the submission and processing of the application with the Commercial Register, ensuring an efficient and legally secure process without media disruption.

A change of address requires: – A simple written application to the Commercial Register by the board of directors – If a c/o address is used: a declaration of domicile acceptance

The following documents must be submitted: – Public deed of the shareholders’ resolution – Updated certified articles of association – Commercial Register application signed by authorised signatories – Where applicable, a declaration of domicile acceptance

No. A change of address within the same municipality only concerns the address and not the legal seat. It does not require an amendment of the articles of association and therefore no notarisation. A simple filing by the board of directors is sufficient.

Yes. A transfer of registered office results in an amendment of the articles of association and must therefore be documented by a public deed, i.e. notarised (Art. 647 CO in conjunction with Art. 25 CommRegO).

The shareholders’ meeting decides on a transfer of registered office to another municipality and this requires an amendment of the articles of association (Art. 698 para. 2 no. 1 CO). A change of address within the same municipality is decided by the board of directors (Art. 716a CO), as no amendment of the articles is required.

A transfer of registered office means moving the legal seat to another municipality. This requires an amendment of the articles of association and must be notarised. A change of address, by contrast, only affects the business address within the same municipality and does not require an amendment of the articles.

Konsento provides a digital platform for organizing, conducting, and automatically documenting general meetings. It helps ensure compliance with notice periods, enables legally compliant delivery of invitations, and automatically tracks receipt by shareholders. This reduces legal risks and allows you to run your general meeting efficiently, transparently, and with minimal effort.

Swiss law requires a minimum notice period of 20 days for general meetings (Art. 700 CO). This period protects shareholder rights and ensures that shareholders have sufficient time to prepare. Failure to comply may result in the resolutions being challenged.

The principle of receipt means that an invitation becomes legally effective only when it reaches the shareholder, i.e. enters their sphere of control and can be taken note of under normal circumstances. It is not necessary for the shareholder to actually read the invitation. The risk of delayed delivery lies with the company.

The notice period is at least 20 days before the date of the general meeting (Art. 700 CO). Neither the day of the meeting nor the day of receipt of the invitation is counted. It is a full intermediate period. What matters is that the invitation reaches the shareholder no later than 20 days before the GM – not when it is sent.

Yes, large parts of the process can be handled digitally and without unnecessary media discontinuities. This includes in particular the digital board resolution, online signatures, coordination of all parties and online notarisation.

Konsento supports the entire process digitally: from the board resolution through templates, coordination with the bank and the notary, capital contribution account and reconciliation of payments through to commercial register filing and updating of the share register.

Yes, the completion of subsequent contributions generally includes a resolution subject to notarisation. Therefore, public notarisation by a notary is required before filing with the commercial register.

As a rule, the obligated shareholders pay the outstanding amount into a capital contribution account. Subsequently, the payment is confirmed by the bank, the completion is determined by the board of directors, notarised and filed with the commercial register.

Subsequent contributions are resolved by the board of directors. This is not a resolution of the general meeting, but a measure falling within the competence of the board of directors.

Konsento significantly reduces the risk of challengeable resolutions by implementing the exclusion of voting rights automatically at system level. Errors due to manual allocation or lack of awareness are avoided, and the general meeting can be conducted efficiently, transparently and in full legal compliance.

When setting up the general meeting in Konsento, shareholders who have participated in management can be technically excluded from voting on the discharge agenda item. These shareholders can still see the discharge item in the GM tool, but they are not given any voting options. This ensures that inadmissible votes cannot be cast.

Yes. The exclusion applies regardless of whether a board member votes in their own name or as a representative of other shareholders. What matters is who actually makes the voting decision. If a conflict of interest exists due to involvement in management, represented votes are also subject to the exclusion.

All persons who have participated in the management of the company in any way are excluded from voting (Art. 695 CO). This includes not only members of the board of directors, but also members of executive management, de facto governing bodies, and any other persons exercising significant influence over the company.

The effect of the discharge is clearly limited by law. It only covers disclosed facts (Art. 758 CO), does not bind creditors, and does not affect direct claims of individual shareholders (Art. 754 CO). In addition, shareholders who did not approve the discharge retain their right to bring claims for a transitional period of twelve months following the resolution (Art. 758 para. 2 CO).

The discharge limits the enforcement of liability claims, but only with respect to disclosed facts and vis-à-vis a specific group of persons (Art. 758 CO). It is effective towards the company and shareholders who approved the discharge or who acquired their shares thereafter in knowledge of the resolution. It does not constitute a full waiver of liability.

The discharge is anchored in Swiss company law as a non-transferable power of the general meeting (Art. 698 CO). It is closely linked to the liability regime of the board of directors (Art. 754 CO) and the statutory provisions governing its effects (Art. 758 CO). Together, these rules define when and to what extent a discharge is legally relevant.

Yes. Upon request, Konsento can assume the role of independent proxy in general meetings conducted on the platform. This naturally only occurs where the legal requirements for independence are fulfilled.

Yes. In Konsento, representatives can be explicitly marked as independent proxies. This information is visible to shareholders in the general meeting interface and helps them choose an appropriate representative. The designation is also reflected in the voting results and in the automatically generated minutes.

Especially in companies with many shareholders, shareholders often do not know each other and generally have no easy way of contacting other shareholders to ask them to represent them at the general meeting. Even if some contact exists, it would hardly be reasonable to expect shareholders to make significant efforts to organise representation. From the shareholders’ perspective, it is therefore much more practical if the board of directors provides an independent proxy from the outset.

Such a voluntary solution can be particularly useful if several shareholders are unable to attend the general meeting in person or if the board of directors wishes to ensure neutral and transparent voting representation.

Yes. The board of directors of a non-listed corporation may also appoint an independent proxy voluntarily, even if there is no legal obligation to do so. If an independent proxy is appointed voluntarily, care should be taken to ensure that the person is genuinely independent and that no conflicts of interest exist. This corresponds to the purpose of the legal rules governing the independent proxy (Art. 689c–689d CO).

In the general meeting tool of Konsento, proxies can easily be recorded and managed. Proxies can also be explicitly designated as independent proxies. This information is visible to shareholders in the meeting tool and enables a transparent selection of the desired proxy. During the general meeting, the proxy’s status is clearly indicated: in the overview of represented votes, in the voting results, and in the automatically generated minutes. Upon request, Konsento may also act as the independent proxy at general meetings, naturally only where the statutory independence requirements are fulfilled.

Economic dependence may impair independence (Art. 728 para. 2 no. 5 CO). This may be the case, for example, if an adviser or trustee derives a substantial portion of their income from mandates with the company. According to the ExpertSuisse independence guidelines, economic dependence is often assumed where a single client accounts for around 30% or more of annual revenues over several years. Although this threshold does not directly apply to independent proxies, it illustrates the underlying principle: a person who is economically dependent on the goodwill of the company is unlikely to be perceived as fully independent.

Independence may be impaired if the proxy holds a direct or significant indirect shareholding in the company (Art. 728 para. 2 no. 2 CO). An indirect participation may arise, for example, through a holding company, an investment fund or a related entity. The law does not define specific thresholds. In practice, however, reference is often made to the independence guidelines issued by ExpertSuisse. These guidelines generally consider an indirect financial interest to be significant if it exceeds approximately 10% of the person’s equity or net assets. While this threshold does not directly apply to independent proxies, it provides a useful indication.

The independence of the independent proxy must not be impaired either in fact or in appearance (Art. 689b para. 4 CO). To clarify this requirement, the law refers to the independence rules applicable to statutory auditors (Art. 728 paras. 2–6 CO). These rules are intended to ensure that the proxy exercises the shareholders’ voting rights in a neutral manner and without conflicts of interest. Particularly problematic are close organisational, economic or personal relationships with the company or with its decision-makers.

A non-listed Swiss corporation must appoint an independent proxy if its articles of association provide that shareholders may be represented at the general meeting only by other shareholders (Art. 689d para. 1 Swiss Code of Obligations). In such a case, a shareholder may request that the board of directors designate an additional representative to whom shareholders may delegate their voting rights. This may be either an independent proxy or a corporate proxy (Art. 689d para. 2 CO). However, corporations may also appoint an independent proxy voluntarily at any time. The board of directors must inform shareholders no later than ten days before the general meeting whom they may appoint as their proxy (Art. 689d para. 3 CO).

Yes. AGM minutes can be signed directly in Konsento using a qualified electronic signature. Alternatively, they can be exported as a PDF, signed by hand, and then uploaded back into Konsento. In both cases, the documents can be securely archived and shared with the shareholders.

Konsento erstellt für kleine Aktiengesellschaften mit bis zu drei Aktionären automatisch eine sogenannte GV-Schnellversion. Daraus kann mit wenigen Klicks ein vollständiges, rechtskonformes Protokoll der Generalversammlung erstellt werden, ohne dass Traktanden manuell vorbereitet oder Abstimmungen organisiert werden müssen

Swiss company law defines a minimum content for the minutes of the General Meeting. This includes, in particular, the resolutions adopted by the General Meeting as well as the results of votes and elections. In practice, AGM minutes also contain information about the number of shares and voting rights represented at the meeting, as well as the agenda items that were discussed.

The minutes of the General Meeting must be signed by the chair of the General Meeting and the minute-taker (Art. 702 para. 3 CO). These roles may also be performed by the same person. The minutes can be signed either by handwritten signature or by means of a qualified electronic signature.

Yes. Swiss company law requires every corporation, regardless of its size or the number of shareholders, to hold an ordinary General Meeting once a year and to record minutes of every General Meeting (Art. 702 CO). The minutes serve as the official record of the resolutions adopted and are an important document for the company’s corporate governance.

The two concepts of control serve different purposes and differ both in their structure and in their practical application. Under the Transparency Act, the aim is to identify natural persons who actually control a company — that is, those who exercise direct or indirect decisive influence and therefore must be reported in the Transparency Register (Transparency Act Art. 2–3 TJPV). Control by shareholding: A natural person controls a company if they directly or indirectly hold at least 25 % of the capital or voting rights (Art. 2 para. 1 TJPV). Control in other ways: A natural person also controls a company if, for example, they can appoint more than half of the board members, have a veto over decisions, or otherwise exert decisive influence (Art. 3 para. 1–2 TJPV). The Transparency Act therefore adopts a relatively broad concept of control that considers both shareholding thresholds and other avenues of influence to determine who actually governs the company. By contrast, the Investment Screening Act (IPG) defines control not with a view to natural persons, but in connection with takeovers by investors. Control in the IPG context means that an investor directly or indirectly acquires control over a company, typically through a merger, the acquisition of a stake, or the conclusion of a contract (Art. 2 lit. a IPG). The decisive point here is that a previously independent company can be economically and legally dominated by an investor. The focus is on the entry of the investor into a dominant position, not on identifying individual controlling persons.

Companies can prepare effectively by clarifying and documenting their ownership structure at an early stage. This includes identifying the beneficial owners and systematically recording the relevant information. Early preparation reduces time pressure, minimises errors and significantly facilitates later reporting to the transparency register.

Yes. A first change entered in the commercial register after the entry into force of the Transparency Act may trigger the reporting deadline independently of the general transitional period. In such cases, the reporting period begins with that change, even if the ordinary transitional period has not yet expired. Companies should therefore carefully plan any commercial register changes after the Act enters into force.

The Transparency Act does not provide for a single uniform transitional period. The applicable deadlines depend on the legal form, audit status and complexity of the ownership structure. In simple cases where all beneficial owners are already identifiable from the commercial register, a transitional period of up to two years applies. In all other cases, significantly shorter deadlines of three to six months apply.

The reporting obligation to the transparency register generally arises upon the entry into force of the Transparency Act (TJPG). From that date, obliged legal entities must identify, document and report their beneficial owners to the transparency register within the statutory deadlines. The obligation arises automatically by operation of law and does not depend on a prior request by the authorities.

The existing register of beneficial owners remains relevant under the Transparency Act. Information already collected and documented under current law can generally continue to be used, provided that it complies with the new legal requirements and is up to date. In addition, such records must be retained for ten years. Companies should therefore review, update and archive their existing register in an audit-proof manner.

The board of directors’ regulations specify the statutory requirements for virtual or hybrid general meetings and ensure that such meetings are conducted in compliance with the law. They set out in a binding manner how electronic means are to be used, which organisational and technical requirements apply and how shareholders’ rights are safeguarded. The regulations therefore provide legal certainty for the board of directors and transparency for the shareholders.

The regulations must define how the identity of shareholders participating electronically is clearly established. They must also ensure that statements can be made immediately and without filtering during the discussion of the relevant agenda items. In addition, the regulations must govern the right of all participants to submit motions and take part in discussions, as well as the correct and unaltered determination of voting results, in particular to prevent multiple or contradictory exercises of voting rights in the case of electronic participation.

Regulating these matters in board regulations allows for a flexible and practical design of the organisational and technical requirements applicable to virtual and hybrid general meetings. Unlike the articles of association, the regulations can be amended by the board of directors at any time without a resolution of the general meeting, public notarisation or registration with the commercial register. This flexibility is particularly important in view of the rapid technological development of electronic means, whereas the articles of association should remain limited to fundamental and long-term structural matters.

The email address is the central access key to Konsento. It enables shareholders to securely access the platform, receive electronic invitations to general meetings, and obtain tax certificates, relevant documents, as well as ongoing news & updates. Konsento delivers its full efficiency benefits for the company when all shareholders are digitally integrated. In practice, this form of communication is valued by shareholders across all age groups. At the same time, Konsento also addresses the needs of shareholders who do not have an email address or who prefer not to receive documents electronically. For such cases, Konsento offers flexible solutions to ensure reliable communication via analogue channels. All content generated in Konsento – including tax certificates, proofs of ownership, invitations to general meetings, and minutes of general meetings – can be exported as PDFs at the push of a button, printed, and sent by postal mail at any time. In this way, Konsento combines the efficiency of the digital world with the reliability of traditional communication channels, without any loss of information and without additional administrative effort for the company.

Early analysis of ownership and control structure is crucial, as implementation deadlines can be short depending on the legal form and size of the company. Companies should systematically record and document their shareholder and ownership relationships today. With Konsento's digital share register, beneficial owners can be properly identified and the necessary information for future reporting can be prepared in compliance with the law – thus avoiding time pressure and compliance risks.

If, despite careful examination, no beneficial owner can be identified – for example in cases of widely dispersed shareholdings – a subsidiary rule of the Transparency Act applies: the most senior member of the executive body is then considered the beneficial owner, typically the chair of the board of directors. This rule primarily serves to ensure contact with authorities and does not mean that this person actually exercises economic control.

Yes, the Transparency Act expressly covers joint control. When multiple persons exercise their voting rights in a coordinated manner or coordinate on the acquisition of holdings, all persons involved are considered beneficial owners – even if their individual holding is below 25%. Typical examples are shareholder groups with voting agreements, investor syndicates, or communities of heirs who collectively exercise their rights.

The Transparency Act also covers indirect control. This exists when a natural person controls more than 50% of one or more intermediate companies that in turn hold at least 25% in the target company. This control can operate across multiple levels and also through multiple holdings held in parallel. The analysis must therefore consider all ownership chains – regardless of whether the intermediate companies are domiciled in Switzerland or abroad.

Under the Transparency Act, a natural person is considered a beneficial owner when they hold at least 25% of the capital or voting rights of a company. This threshold applies to both direct and indirect holdings – regardless of whether the holding is held alone or in concert with others. Important: Even without reaching this ownership level, someone can be considered a beneficial owner if control by other means exists – for example through veto rights or the right to appoint the majority of the board of directors.

Yes. Konsento also supports resolutions requiring notarisation within the framework of universal meetings, including public notarisation. The application guides users through all legally relevant steps in a structured manner and ensures complete and compliant documentation.

Konsento provides a transparent overview within the general meeting dashboard, showing at all times which shareholders have confirmed their participation or have submitted their votes via a proxy. Missing responses can be followed up with a single click. This allows the board of directors to continuously verify whether the requirements for a universal meeting are fulfilled.

With Konsento, you can set up general meetings using a wizard-based, guided workflow that already takes the relevant legal requirements into account. With a single click, all shareholders can be invited directly from the share register. The information rights of any participants (Art. 656c and 656d CO) are automatically considered by Konsento. Legally compliant agenda items can be selected from a list of templates with just a few clicks and adapted if required. The handling of invitations, proxy voting instructions and registrations is fully automated. The participation or proxy voting instructions of all shareholders – which are essential for holding a universal meeting – can be monitored in real time via a clear and intuitive dashboard. The minutes are generated automatically. For any further legal or application-related questions, both an AI chatbot and the Konsento team are available to assist you. With Konsento, conducting universal meetings is easier than ever.

If a shareholder definitively leaves the universal meeting, the requirement that all shareholders be present or represented is no longer fulfilled. The universal meeting ends at that moment. All resolutions adopted thereafter are null and void; only those adopted beforehand remain valid. Any further resolutions require the convening of a new general meeting.

No. Although the participation of all shareholders is required, unanimity is not required for individual resolutions. Resolutions are adopted in accordance with the ordinary or qualified majorities set out in Art. 703 and 704 CO or in the articles of association.

A universal meeting is only valid if all shareholders are present or duly represented and no shareholder objects to holding the meeting as a universal meeting. These requirements must be recorded in the minutes. If any of these conditions is not met, there is no valid universal meeting. (Art. 701 CO).

With Konsento, you can set up the required board meeting in just a few clicks – including a pre‑formulated agenda item and automatically generated resolution minutes. The Commercial Register filing is also prepared for you. The notary joins the meeting online and produces the public deed digitally – entirely without an in‑person appointment. Konsento arranges the notary and schedules the meeting for you. You no longer need a lawyer for this process. This turns your subsequent contribution into a streamlined, efficient standard procedure.

Yes. The outstanding contributions must be paid into a blocked capital contribution account with a Swiss bank. The board resolution must be recorded in writing and notarised. The articles of association must be updated and certified by a notary. The entire procedure must be filed with the Commercial Register so that the fully paid-up capital is officially recorded and published.

According to Art. 634b CO, the resolution on the subsequent contribution lies within the competence of the board of directors. This means that convening and holding a general meeting is not required.

Both terms refer to the same process, which is governed by Swiss company law in Art. 634b CO.

Shareholders must inform the company of the following: who the beneficial owner is, the beneficial owner’s full name, date of birth, nationality and country of residence, the nature and extent of the control exercised, any changes to this information (within one month). Upon request, they must also provide additional documents needed to verify the identity of the beneficial owner.

Because only they know whether they are acting on their own behalf or on behalf of someone else. Many control structures — such as nominee arrangements, silent agreements or multi-layered ownership chains — are not visible to the company. Without their active cooperation, the company cannot fulfil its own duties of identifying, verifying and reporting.

LETA applies to all legal entities under Swiss private law (e.g. AG, GmbH, cooperatives, SICAV/SICAF) as well as certain foreign legal entities with a close connection to Switzerland (property ownership, a branch office, or effective administration in Switzerland). The only exemptions are listed companies and their majority-owned subsidiaries, as well as associations and foundations.