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.

Written form – or its digital equivalent, the Qualified Electronic Signature (QES) – is required for a range of key documents in corporate action processes. This includes, in particular, minutes of the general meeting and the board of directors, assignment/transfer declarations required for the valid civil transfer of shares, tax certificates, set-off declarations used for the conversion of convertible loans into shares, board reports for capital increases, Lex Koller/Friedrich declarations, commercial register filings, acceptance declarations for corporate office, as well as other documents for which statutory written form is mandated. All of these documents can be prepared and executed through the Konsento platform.

A Qualified Electronic Signature (QES) is the most secure form of digital signature and is legally equivalent to a handwritten signature in both the European Union and Switzerland. It is based on a qualified digital certificate issued by a recognised certification authority, following a formal identity verification of the signatory. In Switzerland, the QES is expressly deemed equivalent to a handwritten signature pursuant to Art. 14 para. 2bis CO. It may therefore be used to sign any contract, deed or document for which the law requires written form.

Yes. Foreign entities are subject to LETA if they have a relevant connection to Switzerland, such as effective management carried out in Switzerland, ownership of Swiss real estate, or the operation of a branch registered in the Swiss Commercial Register. Examples include UK Limiteds, Delaware LLCs, or French SARLs managed from Switzerland.

Under LETA, listed companies whose equity securities are wholly or partly traded on a stock exchange, subsidiaries more than 75% owned by such listed companies, and occupational pension institutions are exempt. These entities are not required to report beneficial owners to the Transparency Register.

LETA applies to virtually all legal entities under Swiss private law, including AGs (joint-stock companies), GmbHs (limited liability companies), partnerships limited by shares, cooperatives, SICAVs, SICAFs, and limited partnerships for collective investment schemes. All these entities must identify and report their beneficial owners.

The Transparency Act will come into force in mid-2026, but it is worth preparing now: Companies should review their ownership and control structures, document chains of participation and clearly record all beneficial owners. With Konsento's digital share register, this data can already be mapped in a structured manner, reviewed and prepared for future reporting to the transparency register – in a legally compliant and efficient manner.

In this case, the company must: document all clarifications undertaken, and submit a replacement notification in which the highest management body (e.g. chair of the board of directors) is reported as the beneficial owner. This ensures that the transparency register remains complete even if no controlling person can be clearly identified.

The company must record far more than just names and dates of birth. Mandatory information includes: type and extent of control (sole, joint, direct, indirect, through participation or other means), participation category (25–50%, 50–75%, over 75%), the complete chain of control including all intermediate legal entities with VAT number, country of domicile and legal form, and clear proof of identity (AHV number or identity document).

Any natural person who ultimately controls a company by holding, directly or indirectly, alone or in concert with third parties, at least 25 per cent of the capital or voting rights in that company, or who controls it in any other way, is considered to be the beneficial owner of that company.

Konsento’s digital share register is free of charge for up to 150 shareholders. For companies with more shareholders, we provide a customised offer.

Register your company at https://app.konsento.ch/auth/new-register . In the first step, simply enter your company name – Konsento automatically retrieves the public data from the commercial register and pre-fills the form for you. Right after that, you can upload your existing share register in Word, Excel, or PDF format. The entire process – from entering your company name to uploading your register – takes less than 10 seconds. We then use our artificial intelligence to extract and structure your existing share register and populate your digital share and transaction register in Konsento. After that, everything undergoes a thorough manual quality check, and we’ll get in touch with you once it’s completed.

Konsento enables startups and SMEs to manage corporate governance digitally, efficiently, and in full legal compliance. The platform offers centralized shareholder and board management, automated minutes, and legally compliant documentation of all corporate actions. This helps companies meet governance standards, build investor trust, and enhance valuation in funding rounds.

Typical issues include opaque cap tables, unclear decision-making processes, missing board meeting minutes, and undefined roles within the founding team. Mixing personal and business interests is another major red flag for investors. These weaknesses erode trust – and directly lower company value.

Strong corporate governance can increase a company’s valuation by up to 30% – or reduce it by the same margin if lacking. Investors assess ownership transparency, board quality, decision documentation, and how conflicts of interest are managed. Weak governance often results in valuation discounts and stricter contract terms during due diligence.

Before a QES can be issued or used, the signer’s identity must be formally verified once. Today, this is typically done via Video-Ident or Self-Ident procedures. In the future, the Swiss e-ID will simplify this process, as it will provide a state-verified digital identity. The QES is therefore built directly on secure identification: only an individually verified person can create a legally binding digital signature. The combination of e-ID and QES ensures digital processes that are both efficient and legally sound.

Yes. The Konsento platform already supports QES workflows from leading Swiss signature providers. Directors, shareholders, investors, and notaries can sign legally binding documents directly within Konsento – including meeting minutes, share transfer deeds, subscription forms, and commercial register filings. Once the e-ID becomes available, it will serve as a verified digital identity for QES use, making the signing process even faster and smoother.

In corporate action processes, any document requiring legal written form must be signed with a QES. This includes: Minutes of general meetings and board meetings, Subscription forms and set-off declarations in capital increases, Capital increase reports by the board of directors and notarial deeds, Commercial register filings and certifications. The Konsento platform enables all these steps to be completed digitally, securely, and in full legal compliance, using qualified electronic signatures and integrated authentication.

The Qualified Electronic Signature (QES) is the only form of electronic signature that is legally equivalent to a handwritten signature. It fulfils the formal requirements of Articles 13 and 14 of the Swiss Code of Obligations (CO), in particular Art. 14 para. 2bis CO, which states that a QES has the same legal validity as a handwritten signature. This means that all documents requiring written form can be signed digitally with full legal effect.

The e-ID can be used in the context of Corporate Actions to securely authenticate shareholders, board members, and notaries – for example during virtual general meetings, the identification of beneficial owners, or electronic notarizations. This makes legal processes faster, more efficient, and tamper-proof. Konsento will integrate the e-ID into its workflows as soon as the first e-IDs are issued.

Unlike Self-Ident or Video-Ident procedures, which must be repeated for each service, the e-ID is verified once by the federal authorities. It can then be used for all digital applications. This saves time, reduces costs, and significantly enhances security.

The e-ID is Switzerland’s new official digital identification system. It enables individuals to prove their identity online securely and reliably – whether when interacting with authorities, banks, or platforms such as Konsento. It removes the need to undergo a separate identification process for every provider.

Konsento enables boards to carry out capital increases efficiently, securely and entirely online when facing over-indebtedness. The platform assists in planning and implementing all resolutions, automatically generates the necessary documents for the board, notary and commercial register, allows online notarization by an authorized notary, and submits the registration electronically – all without administrative effort or physical presence. Especially during a restructuring phase, this process is also highly cost-efficient, as automation and online notarization significantly reduce legal and administrative expenses.

A capital loss occurs when equity falls below half of the share capital and statutory reserves. Over-indebtedness arises when assets no longer suffice to cover all liabilities, resulting in negative equity.

The board must prepare an interim balance sheet, have it audited and, if there is objective under-coverage, notify the court – unless sufficient creditor subordination exists.

Over-indebtedness exists when a company’s assets are no longer sufficient to cover all its liabilities – the equity is essentially exhausted.

Art. 725 CO stipulates that the board of directors must act immediately in the event of a capital loss or imminent over-indebtedness – for example by convening a general meeting, preparing an interim balance sheet or notifying the court.

Yes. Konsento’s digital register management fully supports participation capital and participation certificates. As with shares, you can record assignment declarations and link them to the corresponding transactions. The system automatically generates a transaction register and a participant register, calculating each investor’s exact share of equity and voting rights, taking into account the entire share and participation capital. The general meeting module also automatically complies with the legal information duties under Art. 656c and 656d CO: participants are informed in due time about the convening of the general meeting and its agenda – digitally and without manual effort.

A capital increase through share capital (Art. 650 et seq. CO) issues new voting shares, which dilutes the voting power of existing shareholders. A capital increase through participation capital (Art. 656a et seq. CO), by contrast, creates no voting rights, meaning existing shareholders’ control remains unchanged. Only their economic share in profits or equity may shift. This form of financing is therefore well suited for companies wishing to raise funds without transferring decision-making power.

Participation certificates, as defined in Art. 656a para. 2 CO, are securities that represent a share in a company’s equity without voting rights. Holders of participation certificates (participants) enjoy essentially the same economic rights as shareholders, including the right to dividends (Art. 660 CO), subscription rights (Art. 652b CO), and liquidation proceeds (Art. 745 para. 1 CO). The company’s articles may, under Art. 656b CO, grant preferential rights such as preferred or cumulative dividends to compensate investors for the absence of voting rights.

Participation capital is a special form of equity that Swiss joint-stock companies may create under Art. 656a et seq. CO. It is formed through the issuance of participation certificates and qualifies as equity even though it carries no voting rights. Participation capital allows a company to strengthen its equity base or attract new investors without diluting existing shareholders’ voting power. Distributions on participation capital are made only if the general meeting decides to pay dividends, preserving the company’s financial flexibility.

The best preparation is to ensure that ownership and shareholding data are accurate, complete, and up to date. A properly structured ownership register forms the foundation for smooth future reporting to the Transparency Register. Digital tools such as Konsento’s share register help companies maintain compliant records, identify data gaps, and stay ready for upcoming reporting duties — efficiently and in full legal compliance.

Companies must identify and verify their beneficial owners, report the relevant details to the Transparency Register, and keep their records up to date. Specifically, the duties include: Identifying and verifying beneficial owners Reporting them electronically to the Transparency Register Updating any changes to ownership or control Keeping supporting documentation and evidence The registration process will take place via a central electronic platform or through the commercial register office.

The Transparency Act (TJPG) – formally the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners – introduces new disclosure obligations for Swiss companies. Its aim is to increase corporate transparency, prevent money laundering, and align Swiss law with international FATF standards. A key element of the Act is the new Transparency Register, which will come into force in 2026.

The Transparency Register is a central, non-public federal database managed by the Federal Department of Justice and Police (FDJP). It records information about the beneficial owners of legal entities – the natural persons who ultimately control a company. Access is restricted to authorities and financial intermediaries, allowing them to fulfil anti-money-laundering, tax, and supervisory duties.

A Capital Band allows the board of directors to increase or decrease the company’s share capital within a defined range – without the need to convene a new general meeting for each adjustment. According to Art. 653s–653u CO, the general meeting may authorise the board of directors, for a maximum period of five years, to modify the share capital within such a range. This authorisation must be set out in the articles of association and notarised by a public notary. The upper limit of the Capital Band may not exceed the registered share capital by more than half, and the lower limit may not fall below half of the registered amount. However, the statutory minimum share capital of CHF 100,000.00 for a Swiss corporation (AG) may never be undercut. Within this range, the board of directors may increase or reduce the capital. Each change requires a formal implementation resolution by the board.

If the company’s articles of association provide for a capital range (Kapitalband), the board of directors may issue new shares within this range without requiring an additional resolution from the general meeting. To actually carry out such a capital increase, however, the board must adopt a formal implementation resolution. In this resolution, the board determines how many new shares will be issued, at what issue price, and on what date the increase takes effect. The resolution therefore serves to implement the authorisation granted by the capital range and must be formally recorded in writing. The capital increase resolution provides the legal basis for notarisation and registration of the capital increase in the commercial register.

In a funding round, a company raises capital from external investors. This can be done either by issuing a convertible loan or by directly issuing new shares. A joint-stock company (AG) has a share capital defined in its articles of association, divided into a certain number of shares with a nominal value also set in the articles – for example, CHF 100,000 of share capital divided into 1,000,000 registered shares with a nominal value of CHF 0.10 each. When the company issues new shares to investors – whether through the conversion of existing loans or through direct cash contributions – it must create these shares as part of a capital increase. This process involves several formal steps: resolutions by the general meeting and the board of directors, amendments to the articles of association, various board confirmations, public notarisation, and registration with the commercial register. A capital increase does not necessarily result from new investor funds; it can also be carried out using the company’s own resources. In short: every funding round eventually leads to a capital increase – but not every capital increase constitutes a funding round.

Several factors can significantly reduce the cost of a capital increase – Konsento brings them all together in one platform. A clearly structured, fully digital process prevents costly corrections and unnecessary delays. Automated document creation and data processing eliminate many manual tasks usually performed by lawyers and notaries. And with integrated online notarisation, you can collaborate efficiently with notaries – while benefiting from attractive notarisation fees.

Yes, circular resolutions must also be recorded in the minutes (Art. 713 para. 3 CO), either as a separate record or by inclusion in the minutes of the next meeting. When recorded separately, this is referred to as a certification protocol, which is signed by the chairperson and the secretary to confirm the resolution. Konsento automatically generates these protocols.

Yes, a circular resolution of the board of directors also requires a chairperson. The chairperson is responsible for leading the process and ensuring that the resolution is properly adopted, even when the vote takes place in writing or electronically. The chairperson conducts the vote, monitors compliance with formal requirements, and ensures that the resolution is correctly recorded. In the event of a tie, the chairperson has the casting vote, unless the articles of association provide otherwise. Circular resolutions are adopted according to the one-person-one-vote principle and often require a separate certification protocol signed by both the chairperson and the secretary to confirm the validity of the resolution.

Konsento ensures that shareholder decision-making – whether in physical, hybrid, or virtual form – takes place in real time and through direct interaction. In physical general meetings, shareholders can vote live during the meeting using their smartphones, tablets, or laptops, actively participating in the decision-making process. In hybrid and virtual meetings, a video conference enables immediate interaction among participants. The video conference link can be integrated directly into the general meeting in Konsento, and conversely, agenda items and voting results can be shared live. Konsento is technology-neutral: it works seamlessly with all major video conferencing platforms such as Zoom, Microsoft Teams, Google Meet, or Webex. This ensures that the principle of immediacy is fully upheld even in the digital space.

The principle of immediacy means that shareholders interact directly with each other during the general meeting to form the company’s collective will. Traditionally, this principle required the physical presence of shareholders or their representatives at a single venue to ensure direct exchange and informed decision-making. Since the 2023 revision of Swiss corporate law, this strict interpretation has been relaxed: virtual, hybrid, or written general meetings are now permitted, provided the company’s articles of association allow them and real-time interaction between participants is guaranteed.

A conditional capital increase is a special form of capital increase under Art. 653 et seq. of the Swiss Code of Obligations (CO), where the company’s share capital is not increased immediately, but only when a specific condition is met – namely, the exercise of conversion or option rights. Typical examples include convertible loan agreements (CLA) and employee or board stock option plans (ESOP/VSOP). In these cases, the company grants third parties the right to convert their claim or option into company shares. The new share capital is created only once these rights are exercised – hence the term conditional capital. Legally, the general meeting must first adopt an articles of association provision on conditional capital, defining the maximum amount of the potential increase, the nature of the rights granted, and the eligible beneficiaries (e.g., lenders or employees). This allows future capital increases to take place without a new general meeting resolution, once the rights are exercised. Conditional capital is therefore a flexible and pragmatic instrument that enables companies to manage financing rounds efficiently, implement employee participation programs, and preserve investor confidentiality – especially in the context of convertible loans, where no disclosure of creditors in the articles of association is required.

Konsento makes capital increases through the set-off of convertible loans – also known as Convertible Loan Agreements (CLA) – easier, safer, and more efficient than ever before. With our intelligent digital platform, the entire process is seamlessly guided from start to finish: from recording the convertible loans to the automatic generation of all required proposals for the board of directors and general meeting, and the legally compliant creation of all documents – everything happens step by step, clearly structured and fully compliant. The platform coordinates all stakeholders – shareholders, convertible loan investors, the board of directors, notary, and auditor – in one secure digital workspace. Communication, approvals, and signatures take place entirely online. Thanks to the integration of qualified electronic signatures and online notarization by experienced notaries, the full process – from resolution to commercial register filing – can be completed digitally. Behind the technology stands the legal and notarial expertise of the Konsento team. Our intelligent process logic automatically identifies which form of capital increase – ordinary, conditional, or within the capital band – is legally optimal and prevents common mistakes in the set-off of convertible loans. At the same time, the human verification by the notary ensures that each capital increase is not only digitally efficient but also legally watertight. The result: a fully digital, legally secure, and confidential capital increase that saves time, avoids errors, and protects investor privacy – powered by Konsento.

In the case of convertible loan agreements (CLAs), disclosure of investors’ holdings in the articles of association can be avoided by executing the conversion through conditional capital already provided for in the company’s articles. In this structure, the set-off of the loan claim occurs automatically, and therefore Art. 634a CO does not require the publication of the creditor’s name, the amount of the claim, or the shares allocated in the articles of association or the commercial register.

A set-off contribution is a form of capital increase in which the shareholder’s payment obligation is not fulfilled by a cash contribution but through the set-off of an existing claim against the company. According to Art. 634a of the Swiss Code of Obligations (CO), shares may be paid up by setting off a claim that a shareholder or creditor holds against the company. In this case, the articles of association must generally specify: the amount of the claim set off, the name of the shareholder or creditor, and the shares allocated to them. These details remain visible in the articles and are publicly accessible via the commercial register, but they may be deleted after ten years by resolution of the general meeting. The disclosure of such set-off transactions can be avoided by establishing a conditional capital clause in the articles of association.

An assignment (also referred to as a transfer declaration) is the legal transfer of a share (or another right) from the previous shareholder (assignor) to a new shareholder (assignee) in accordance with Art. 164 et seq. CO. For validity, Art. 165 para. 1 CO requires written form, meaning the assignor’s declaration must be made in writing and signed by the assignor (i.e. the seller) either by hand or with a qualified electronic signature (QES).

Yes — registered shares can be structured as securities rights (according to Art. 622 CO, permitting issuance under Art. 973c or 973d), but not every registered share is automatically a securities right: it depends on the statutes and the way they are issued.

Simple securities rights (Art. 973c CO) are dematerialised rights created by entry in a register and transferred via a written assignment, whereas ledger-based securities rights (Art. 973d CO) exist only through a secure ledger and may only be transferred via that ledger.

Because Konsento unifies all register functions in one system – share register, securities register, transaction register and beneficial owner register –, automates every transfer with embedded assignment, makes historical views accessible via “back-scrolling,” includes a board meeting tool for resolutions and is designed in a clear, modern and intuitive way.

Under Art. 686 CO, a Swiss AG’s share register must record the name, address and number of registered shares held by each owner and usufructuary, be accessible in Switzerland at all times, and keep the supporting documents for ten years.

Common errors include incomplete investor data, flawed documents, missing protocols or notarizations, and delays in coordination. These pitfalls can be avoided by using a digital solution like Konsento, which validates data, automates workflows, and centralizes all parties.

Yes, both the resolutions of the general meeting regarding an ordinary capital increase (Art. 650 para. 2 CO) as well as those introducing conditional capital or a capital band (Art. 647 CO in conjunction with Arts. 653b and 653s CO) must be notarized by a notary public. In addition, the board of directors’ confirmation resolutions regarding the execution of the capital increase must also be notarized (Art. 652g para. 2 for the ordinary capital increase, Art. 653g para. 3 for the conditional capital increase, and Art. 653u para. 5 for the capital band).

Capital increase resolutions must be adopted by both the general meeting of shareholders and the board of directors, but at different stages and for different purposes. The shareholders decide on the principle of the capital increase, thereby giving their consent to the dilution of their shares (see Art. 704 CO). Depending on the type of capital increase, this may also require a statutory amendment (e.g. introduction of a capital band or conditional capital, see Art. 653s CO, Art. 653 CO and Art. 704 CO). The board of directors must then, in the case of a capital band, decide on the execution of the capital increase (Art. 653u CO) and, after completion, formally confirm in the presence of a notary that the capital increase has been duly carried out in accordance with the law, the articles, and the authorization of the shareholders (Art. 652g CO, Art. 653g CO, and Art. 653u CO).

No, a capital band allows a Swiss AG to flexibly increase or decrease its share capital within a statutorily defined range, without needing a new general meeting for each individual change — as set out in Art. 653s et seq. CO.

At Konsento, you get far more than just a share register: we simulate dilution effects, prepare AGM and board resolutions digitally using pre-formulated agenda items, record votes, and have them publicly notarized. All legally required documents — those needed by the board, the notary, and the commercial register — are automatically generated, and the commercial register filing is carried out directly through our platform. This entire process happens from one source, at one central digital location — efficient, transparent, and seamless.

Konsento offers an end-to-end digital platform that not only handles the legally compliant drafting of all resolutions and documents, but also orchestrates the entire communication and coordination between founder, board of directors, existing and new shareholders, notary, and auditor. This spares you from laborious and time-consuming administrative work. The entire process runs seamlessly online, without you ever needing to leave your office. As a result, you not only save time but also significant costs. At the end, you receive the updated share register — legally compliant, centrally managed, and ready for capital withdrawal and share transfer.

Resolutions adopted in writing, either on paper or in electronic form (so-called circular resolutions of the general meeting) under Art. 701 para. 3 CO, are subject to strict legal requirements that make their implementation rather complex. These include the need for the handwritten or qualified electronic signature of all shareholders and the preparation of an attestation protocol by the board of directors. Konsento has therefore developed a pragmatic yet legally compliant alternative that is far more user-friendly: using a guided process, the platform enables proxy general meetings, where no joint meeting of all shareholders takes place. Shareholders cast their votes asynchronously via a proxy holder, while the meeting itself is limited to the chair (usually the board president), the proxy, and, if required, the notary. Konsento automates the entire process.

A circular resolution is a written resolution of all shareholders within the meaning of Art. 701 (3) CO, which is passed without a physical or virtual meeting. It requires the express approval of all shareholders and is therefore considered a special form of universal meeting. Approval can be given in writing or electronically, and the signed minutes of resolution replace the minutes of a general meeting.

In accordance with Article 701 (3) OR, a resolution of the general meeting can be passed in writing, i.e. on paper or in electronic form, provided that no shareholder requires oral consultation. The approval of all shareholders is a prerequisite. The law does not require a statutory basis, but the result must be recorded in a protocol or record of custody to document the resolution. In addition, a legally valid implementation requires the handwritten or qualified electronic signature of each shareholder on the written or electronic resolution.

General Assembly, at which all shares or their representatives are gathered and no shareholder objects. A general meeting can then take place without compliance with the other convening regulations and make valid decisions on all issues.

Yes. The minutes automatically generated in Konsento can even be submitted to the commercial register, e.g. to evidence the re-election of board members or the statutory auditor. They may be signed digitally with a qualified electronic signature (QES) and filed electronically via Konsento with the register, or printed and hand-signed.

Yes. The Konsento software automatically generates a draft minutes document from all relevant AGM data, compliant with the legal requirements of Art. 702 CO. This includes the date, start/end times, meeting type and location, shares represented (number, category, representatives), resolutions with detailed voting results, and a note on any technical issues encountered. Information requests with responses and shareholder statements entered into the minutes can be added manually. Moreover, the software ensures that the minute-taker and chair can sign, and that the minutes can be shared with all shareholders by click within the legally prescribed deadlines.

Yes, the Swiss Code of Obligations (CO) regulates in Article 702 the minimum content of the minutes of the general meeting. Accordingly, the board of directors must ensure that minutes are kept recording the date, start, end, type and place of the meeting, the shares represented (number, category, representatives), the resolutions adopted with vote results, requests for information and the responses, statements by shareholders entered into the minutes as well as any technical problems encountered (Art. 702 para. 2 CO). The minutes must be signed by the minute-taker and by the chairperson of the meeting (Art. 702 para. 3 CO). Every shareholder may demand that the minutes be made available to them within 30 days (Art. 702 para. 4 CO). For listed companies, resolutions and vote results (with the exact voting breakdown) must be published electronically within 15 days (Art. 702 para. 5 CO).

With Konsento, you can create tax holding confirmations for all shareholders in just 4 clicks — regardless of whether they are 3 or 3,000. The software automatically extracts all relevant data from the digital share register, prepares the certificates and presents them digitally to the Board of Directors for signature. They are then delivered directly to shareholders. Total time required: less than a minute.

As part of the digital all-in-one package for capital increases, you receive a free 30-minute consultation in which the handling of subscription rights is also discussed in practice. Beyond that, Konsento’s smart solution takes the complexity off your hands: in the agenda templates for capital increases you’ll already find concrete proposals on how to deal with subscription rights. Based on your inputs, the platform automatically generates all required documents – from subscription forms and the board’s capital increase report to waiver declarations and the commercial register filing. This way, as a board member, you can be sure your decisions are documented in a legally compliant way and implemented efficiently.

Subscription right is the right of an existing shareholder to purchase new shares in the event of a capital increase in proportion to their previous share (Art. 652b OR).

Shares grant shareholders membership and participation rights (in particular voting rights in the general meeting, information and application rights, etc.), while participation certificates do not grant voting rights in accordance with Art. 656a (1) OR. With regard to property rights, however, participation certificates are equivalent to shares: The participant is entitled to a dividend, share of the liquidation proceeds and, where applicable, subscription rights just like a shareholder, in compliance with statutory and legal barriers (Art. 656f OR, Art. 656g OR).

In addition to its legal function, the General Assembly is an opportunity to position your company positively. With a clear message, an appealing presentation and active involvement of shareholders, you can strengthen trust, increase identification with the brand and lay the foundation for long-term support.

With Konsento, minutes, voting results and commercial register applications are available at the push of a button. All relevant information flows directly from the database into the appropriate templates — quickly, correctly and legally compliant. This saves you time, reduces errors and always has complete documentation ready for internal and external requirements.

Konsento provides you with valuable insights even before the AGM: Who registered for or unregistered from the meeting? Which voices are already represented? Who has already instructed the proxy? And where are the decision-making quotas right now? With this information, you can make well-founded decisions, plan processes optimally and ensure that the General Assembly runs smoothly and efficiently.

With Konsento, you gain speed, transparency and precision. Our solution processes all data relating to your general meeting in real time — from shareholder registration to voting instructions and minutes. In this way, the board of directors, notaries and voting rights representatives receive the information they need at any time — without manual delays or sources of error.

Virtual general meetings are particularly suitable for extraordinary general assemblies, e.g. for the short-term resolution of a capital increase, a new election of the VR or a transfer of headquarters, because maintaining contact between the Board of Directors and shareholders plays a subordinate role there, as opposed to the ordinary general meeting.

A hybrid general meeting is a hybrid form in which there is a physical meeting venue, but shareholders can also participate virtually and participate electronically. An explicit statutory basis is not required for holding a hybrid general meeting under Swiss law.

A virtual general assembly is a general meeting that takes place exclusively electronically without a physical meeting location, where participants can discuss and vote online. Swiss law requires an appropriate basis in the company's Articles of Association for holding a virtual general meeting.

Yes! Konsento makes it easy for you to organize general meetings independently and in compliance with the law — completely without external specialists. Our platform combines guided processes, intelligent design and embedded legal know-how, so that you can securely handle even complex agenda items such as capital band or transfer of registered office. Whether you are an experienced or new board member: With Konsento, you gain full autonomy and maintain control — efficiently, legally secure and ready for use at any time.

Civil liability of board members (and other management bodies) for damage resulting from intentional or negligent breach of duty, in particular in the event of poor organization (Art. 716a CO) or breach of duty of care and loyalty (Art. 717 CO). Without effective delegation, the entire Board of Directors is also liable for mistakes made by delegated persons. Effective delegation reduces liability to selection, instruction and monitoring.

Transfer of individual or all operational tasks from the Board of Directors to board members or third parties on the basis of a statutory delegation clause and written organizational regulations. Legal consequences: Overall responsibility remains with the Board of Directors, but its liability is focused on the selection, instruction and monitoring of delegates.