What you need to bear in mind when planning the general meeting
When planning the Annual General Meeting, you must observe certain legal requirements to ensure that the resolutions passed by the shareholders are legally valid and cannot be challenged. We will show you these below and explain them to you:
Key Facts
- Prepare annual report and, if necessary (no opting out), audit report as soon as possible.
- Create the conditions for the use of electronic means if the AGM is to be held online.
- Plan the AGM early and hold it no later than 6 months after the end of the financial year (usually by 30 June, convened by the board of directors).
- Organize electronic means to conduct online AGMs or room, access control and vote counter at physical AGMs.
- Drafting the agenda
- In the case of planned changes to the articles of association (capital increase, change of domicile, etc.), drafts and the the notary public must be organised.
- Appointment of proxies and preparation of powers of attorney and instructions. This also applies without restriction to general meetings conducted electronically.
- The invitation to the AGM including agenda items and motions (with attachments, if applicable) must be received by the shareholders at least 20 days before the date of the AGM.
- Receipt of voting instructions
- Drafting and sending minutes of meeting.
On our website you will find a Interactive checklist for preparing the Annual General Meetinggwhich helps you to organize the entire process of planning, conducting and following up your AGM in an efficient, structured and legally compliant manner.
For all tasks required to plan and organize a General Meeting, the GV solution from Konsento guided processes and legally compliant templates. They help you achieve significant time and cost savings and comply with legal requirements.
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1. Prepare the annual report and, if necessary, the audit report
After the close of the financial year, the annual financial statements, annual report and, if applicable, the consolidated financial statements must be prepared. These must be audited by the auditors, unless the stock corporation has made use of the option to waive the auditors (so-called opting-out). The corresponding audit report must also be obtained in this case.
The board of directors should study the annual report carefully and anticipate possible questions from shareholders and prepare answers to them.
2. Creating the conditions for the use of electronic means
If the company wishes to hold its Annual General Meeting with a venue and simultaneous possibility of online participation (so-called hybrid Annual General Meeting) or as a purely virtual Annual General Meeting, the law requires the Board of Directors to regulate the use of electronic means. Ideally, this is done by means of formal regulations issued by the Board of Directors.
With this regulation, the Board of Directors must ensure that
- the identity of the participants has been established;
- the votes in the General Assembly are transmitted directly;
- every participant can make motions and take part in the discussion;
- the result of the vote cannot be distorted.
Purely virtual general meetings without a physical meeting place also require a corresponding statutory basis, which must be created in a separate general meeting.
3. Resolution of the board of directors to convene the AGM
The board of directors is responsible for convening the annual general meeting. The Board of Directors must decide the time, place and, in particular, the agenda and motions of the AGM. The law requires that the ordinary general meeting must be held annually within six months of the end of the financial year.
In order to enable as many shareholders as possible to participate, the date should be defined as early as possible and communicated to the shareholders. This step takes place before and independently of the formal invitation to the AGM.
4. Organising the room, access control and counting of votes or electronic means
After the Board of Directors has determined the venue, date and time for the AGM, the room must be reserved in due time and access control and counting of votes must be organised in the case of physical or hybrid AGMs.
In the case of virtual general meetings with a suitable application, there is no need for this effort, as the meeting takes place in a virtual room and access control and vote counting are handled by the software. For both hybrid and purely virtual general meetings, suitable software must be evaluated and set up in good time. A video conferencing solution helps with the transmission of presentations, the explanation of motions, questions and discussions, but experience has shown that it is not suitable on its own for the prior agenda, the information of the shareholders, the instruction of the proxy or the execution of votes.
5. formulation of the AGM agenda (items on the agenda)
A key aspect of planning the Annual General Meeting is the formulation of agenda items and proposals. These are announced to shareholders together with the invitation. The agenda includes the items on the agenda as well as the proposals of the Board of Directors and the shareholders. Shareholders who individually or jointly hold shares with a nominal value of more than CHF 1 million may have individual items placed on the agenda. Agenda items must be precisely defined so that shareholders know what is to be discussed and decided. The GV solution from Konsento contains pre-formulated templates for agenda items so that the Board of Directors does not have to spend a lot of time on formulations.
6. if necessary, organization of revised articles of association and notary public
The revised Stock Corporation Act came into force on January 1, 2023. As a result, previously issued articles of incorporation have required adjustment and updating.n. The Transitional provisions of the new company law require older articles of association to be updated by January 1, 2025. In addition, strategy and the course of business require regular amendments to the Articles of Association. Amendments must be formulated clearly and in good time and submitted to the Annual General Meeting for approval together with the other items on the agenda. Where enclosures are available, these should be attached to the respective motion. Modern AGM tools can provide support with appropriate templates for most applications, thereby saving time and external costs.
If changes to the articles of association are proposed to the general meeting, a notary must also be organised. Software solutions specialising in general meetings remind the board of directors of this when setting up the corresponding agenda items.
If the general meeting is to be held virtually and without a venue, a notary must be appointed for the notarization who is permitted to notarize online and across cantons. As notaries are particularly busy during the AGM season, this aspect should be taken into account early enough when planning the AGM.
Notaries can use Konsento's software to notarize online and thus save a lot of time. Contact ussif you have to amend your articles of association during your next AGM and need a notary to do so.
7. Appointing a proxy and preparing the power of attorney
Participation and voting at the AGM is an inalienable right of shareholders. In order to ensure the exercise of this right even if shareholders are unable to attend the AGM themselves, the company must send them a power of attorney for representation at the AGM by a proxy and a form for their instruction. This also applies without restriction to hybrid and virtual general meetings. For these, the granting of a power of attorney and the instruction of the proxy can of course also be carried out electronically within the corresponding application. However, it should be noted that votes cast directly before the AGM, i.e. not via proxy, are invalid.
At least one of the proxies should be independent of the management and the board of directors. The only exception to this principle is in the case of unlisted stock corporation that hold virtual general meetings and have introduced a statutory basis for waiving the independence of the proxy. In this case, the proxy may also be recruited from the ranks of the board of directors or the executive board.
Broadly supported decisions through the participation of as many shareholders as possible enjoy a high degree of legitimacy, reduce the risk of disagreements in the future and strengthen the company's corporate governance. The board of directors should therefore make every effort to ensure that as many shareholders as possible are able to attend the AGM. However, since very few shareholders have the time to travel to the meeting location during the day, the board of directors should also consider electronic forms of participation. Video conferencing applications allow shareholders to follow the AGM in real time, ask questions and express their opinions. Software specialised for AGMs also allows for electronic voting and automated counting of votes after the discussion. In this way, shareholders can form their opinion after an item has been discussed or, if necessary, change it until the item is closed. The broad participation of the shareholders and a well-founded formation of opinion are essential characteristics of a well-developed corporate governance and thus in the interest of the company.
8. Invitation to the General Assembly
The invitation to the General Meeting can be issued as soon as the preparatory actions listed above have been completed.
However, it must be received by the shareholders at least 20 days prior to the AGM. It is therefore advisable to allow sufficient time for drafting and dispatch of the invitation. It is also essential to take into account the form of delivery stipulated in the Articles of Association.
In addition to information on the place, date and time of the meeting, the invitation also contains the agenda and the motions of the Board of Directors and, if applicable, of the shareholders (see above).
9. Receipt of voting instructions
The voting instructions returned by the shareholders must be received by the company or the proxy, but may not be taken not of by the Board of Directors prior to the meeting in order to avoid conflicts of interest and attempts to influence the voting.
In the case of general meetings conducted electronically, this work is automatically taken over by the software.
10. counting of votes
During the meeting, the shares represented and the quorums for resolutions must be determined and the voting and election results must be counted and recorded.
If the vote is cast electronically, the software takes over the counting and documentation of this information.
11. Minutes of the Meeting
Minutes shall be kept during the General Assembly. These minutes must contain the resolutions and the voting results of the General Assembly.
Since the beginning of the year, the publication of the minutes is bound to a legal deadline: For unlisted companies, the minutes must be made available to the shareholders within 30 days and for listed companies within 15 days. This is a particularly onerous requirement for unlisted companies, as they often lack the resources to prepare the minutes in addition to their day-to-day business.
If the general meeting is held electronically, and in particular if votes are cast electronically, modern software can prepare the minutes automatically and considerably reduce the time required to prepare the minutes.
If amendments to the Articles of Association have been adopted, the minutes must be publicly certified by a notary public.
12. Commercial register applications and amendments
If personnel changes or amendments to the Articles of Association are resolved, these must be entered in the commercial register. The registration must be made promptly. If you conduct your general assembly via Konsentoyou can delegate this task to Konsento at the push of a button.
Conclusion - planning the Annual General Meeting is a complex task
When planning the Annual General Meeting, the Board of Directors must observe numerous formal legal requirements. The amount of time they have to invest in preparing the AGM to ensure that it runs smoothly is considerable. If amendments to the Articles of Association are resolved, there are also considerable legal costs for the formulation of the respective agenda items and texts of the Articles of Association. The LegalTech software from Konsento considerably simplifies the organization and execution of general meetings through guided processes and embedded legal know-how: templates for AGM agenda items, automated dispatch of invitations to shareholders, notaries and proxies reduce the time and effort required to organize the AGM to just a few minutes. And electronic registration, proxy voting instructions and voting as well as the automated creation of draft minutes also allow the AGM to be held in no time at all. We would be happy to present our solution to you in a personal meeting..
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