General meeting with authorized representative: Efficient solutions for your stock corporation
Introduction
The general meeting with authorized representative (or also referred to as proxy AGM) is a popular option for many Swiss stock corporations that want to hold a general meeting in a legally correct and efficient manner. This form of meeting offers practical advantages, especially for resolutions that require notarization. But how exactly does it work and what solutions are there to further optimize the process?
In this article you will find out:
- What a proxy AGM is
- What legal principles apply
- How Konsento's innovative solution is revolutionizing the process
Table of contents
- What is a proxy AGM?
- Legal basis
- Procedure for a proxy AGM
- The Konsento solution: digital, efficient, simple
What is a proxy AGM?
The general meeting with authorized representative is a special form of general meeting at which the shareholders are represented by an authorized person. This usually occurs for resolutions that require public notarization by a notary, such as amendments to the articles of association or capital increases.
Advantages of the proxy AGM
- Efficiency: Fast and uncomplicated processing.
- Flexibility: Ideal for shareholders who do not need to be present in person.
- Cost reduction: No expense for large events.
Despite these advantages, legal requirements must be strictly adhered to in order to protect the rights of shareholders.
Legal basis
Representation of the shareholders
Under Swiss company law, shareholders can be represented by another person. This power of attorney can be comprehensive or limited to specific agenda items.
Public notarization
Notarization is required for certain resolutions such as capital increases or other amendments to the Articles of Association. The proxy AGM combines this process with the option of all shareholders being represented by proxies.
Universal assembly
If a stock corporation with a manageable shareholder structure has the powers of attorney of all shareholders, the proxy AGM can be held as a universal meeting. This allows the company to implement resolutions at short notice.
Procedure for a proxy AGM
1. Invitation and proxy authorization:
- Shareholders will receive an invitation with a proxy form.
- They can authorize the Chairman of the Annual General Meeting or an independent person. In most cases, only one independent proxy is nominated. This relieves the burden on the Board of Directors and shareholders as much as possible.
2. Holding of the General Meeting:
- The meeting usually takes place at the notary's office, and only in the presence of the notary and the authorized representative.
- The proxy acts on behalf of the shareholders in accordance with the instructions given in the proxy form.
Conclusion:
- The results of the votes are recorded by the notary.
- The resolutions enter into force as soon as they are entered in the commercial register.
The Konsento solution: digital, efficient, simple
Although the classic proxy AGM offers advantages, it is often associated with administrative effort. Konsento offers a digital solution that simplifies and speeds up the entire process.
How Konsento's digital proxy AGM works
- Simple organization: agenda items and legal know-how are integrated into the platform.
- Guided processes and built-in logic: Innovative and sophisticated processes ensure that the coordination between the board of directors, authorized representative, shareholders and notary functions smoothly, that legal requirements are met and that all parties involved are relieved.
- Electronic invitation and granting of proxies: Invitations and proxies are managed digitally. Shareholders can issue their proxies conveniently online. For shareholders who are not particularly digitally savvy, Konsento has alternative solutions that are simple and efficient for both the company and the shareholders, but especially for the authorized person.
- Automated tracking: The platform shows in real time which shareholders have already issued their proxy and allows reminders to be sent to defaulting shareholders at the touch of a button.
- Online execution: The general meeting takes place online between the authorized and the notary, thus enabling maximum convenience and flexibility.
Advantages of the Konsento solution
- Quick and easy to set up
- Legally compliant processin
- Automatic evaluation of powers of attorney
- Location-independent for all participants
- Transparent overview of the status of the decision at all times
- Cost-effective and efficient
Conclusion
The proxy AGM is a practical way for stock corporations to pass important resolutions quickly and efficiently. Konsento's digital solution makes this process even simpler and more modern.
Want to find out more?
Book a non-binding demo call now and experience how Konsento can transform your next AGM.
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