What do you need for correct GM minutes? A short practical guide
Legal requirement for the GM minutes
Swiss stock corporate law stipulates that the Board of Directors must keep minutes of the Annual General Meeting, sign them and make them available to shareholders within a specified period. The law also defines the minimum content of the minutes. In this blog post, we present the legal requirements for the minutes.
The legal significance of the minutes
The Board of Directors is responsible for the correct and legally compliant recording of the minutes of the General Meeting. The chairman of the meeting often delegates this task to a minute-taker so that he can concentrate on the correct conduct of the meeting. The secretary can be a member of the Board of Directors or an external third party. Detailed minutes are advisable in order to minimise liability risks and to record decisions, voting results and any discussions. Shareholders who are not present can use the minutes to understand the resolutions passed. The minutes have legal probative value, and false statements may constitute forgery under certain circumstances.
As mentioned at the beginning, the Swiss Code of Obligations defines the minimum content of the AGM minutes. These include the following points:
Minimum content according to the law
- Date, start and end, type (ordinary or extraordinary; physical, virtual, hybrid, written) and location of the General Meeting. In the case of virtual general meetings, it must be stated that the meeting is a meeting without a venue.
- The number, type, nominal value and category of shares represented, stating the shares represented by the independent proxy, by the company proxies or, if applicable, by depositary proxies.
- Die Beschlüsse und die Wahlergebnisse unter Angabe der genauen Stimmverhältnisse. Dies umfasst beispielsweise die Wahl des Verwaltungsrates oder der Revisionsstelle, die Genehmigung des Protokolls des Vorjahres und der Jahresrechnung sowie Beschlüsse über Dividendenausschüttungen, Kapitalerhöhungen oder weitere Statutenänderungen. Die Mitglieder des Verwaltungsrates müssen je einzeln gewählt werden, entsprechend müssen auch die Wahlergebnisse einzeln protokolliert werden. Generell müssen die Ergebnisse von Abstimmungen exakt festgehalten werden, d.h. die Anzahl Stimmen für und gegen den Antrag sowie Enthaltungen müssen für jeden einzelnen Beschluss im Detail aufgeführt werden.
- The requests for information made at the General Meeting and the answers given as well as the statements made by the shareholders for the minutes: Shareholders' discussions do not have to be recorded in the minutes unless this is explicitly requested in individual cases. The minutes should nevertheless record important discussions, questions or comments during the meeting, particularly if they have an influence on decisions and resolutions.
- Relevant technical problems that occur during the General Meeting. Of course, this not only concerns any problems with GM systems or video conferencing solutions at virtual or hybrid general meetings, but also, for example, incorrect counting of televoting devices or sound problems at physical general meetings.
Further formal requirements
The minutes must be signed by the secretary and the Chairman of the General Meeting. The minutes of non-listed companies must be made available to shareholders within 30 days of the General Meeting, while those of listed companies must be made available within 15 days of the General Meeting. The minutes do not have to be sent out individually as long as they are made available to shareholders electronically.
Reduce manual effort for legally compliant minutes
Konsento offers complete digital solutions for physical, virtual, hybrid and written general meetings. Guided processes for the individual GM types, templates for standard and special agenda items, automatically generated participant lists, individual access for the company and its board members, shareholders, proxies, notaries and, if necessary, auditors and automatically calculated voting results enable legally compliant, simple and time-saving preparation and implementation. The post-processing of general meetings is just as simple: draft minutes are created at the touch of a button, which contain all the legally required information in detail and only need to be supplemented with comments from shareholders. For public limited companies with only 1 to 3 shareholders, the minutes of a standard general meeting can even be created directly without having to actually conduct the meeting within the software. General meetings have never been as easy as with Konsento!
Curious parties can register here and set up their public limited company and their next AGM themselves in just a few minutes. We are also available for unverbindliche non-binding consultations .
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