What forms of general meetings are recognized under Swiss law?
Introduction
The Annual General Meeting (AGM) is the supreme body of a public limited company (AG) and plays a central role in corporate governance. Swiss company law provides for various options for holding general meetings, in particular through digital formats. This article presents the various forms of holding general meetings in Switzerland and shows which legal requirements must be observed.
Table of contents
- Physical General Meeting
- Virtual Annual General Meeting
- Hybrid General Meeting
- Multilocal General Meeting
- General Meeting abroad
- Written General Meeting
- Universal assembly
- Proxy General Meeting
- Conclusion
Physical General Meeting
The physical Annual General Meeting is the classic form of AGM and takes place at a specific location. Shareholders or their representatives are present in person and take part in the discussion. Votes are taken either by a show of hands, electronically or in writing on site. This type of meeting enables direct interaction between the shareholders and the company management, which can promote a personal exchange and a more in-depth discussion.
Legal requirements:
- No specific statutory basis is required for this form of AGM.
- The meeting is convened in accordance with the statutory provisions of the Swiss Code of Obligations (CO).
- The company must ensure that all shareholders have the opportunity to participate in the meeting.
Virtual Annual General Meeting
The virtual Annual General Meeting takes place entirely online, without the need for a physical meeting venue. Shareholders participate via a digital platform and also vote electronically. This offers companies a flexible and cost-efficient way to hold an AGM, especially if shareholders are spread across different locations.
locations are distributed.
Legal requirements:
- A virtual AGM can only be held if this is expressly provided for in the Articles of Association.
- It must be ensured that the identity of the participants can be verified.
- Voting, the ability to submit motions and participation in discussions must be technically guaranteed.
Hybrid General Meeting
The hybrid Annual General Meeting combines physical and virtual participation. Shareholders can either appear in person at a meeting venue or join in online. This form offers maximum flexibility and allows broader participation without losing the advantages of a physical meeting.
Legal requirements:
- A hybrid GM does not require an explicit statutory basis, as there is a physical location.
- The technical requirements correspond to those of the virtual AGM, in particular with regard to identity verification, voting and discussion options.
- An independent proxy is required if the company is listed on the stock exchange.
Multilocal General Meeting
In a multi-local general meeting, the meeting takes place simultaneously at several physical locations. Communication between the locations takes place via electronic transmissions in real time. For companies with an internationally dispersed shareholder base, a multilocational AGM facilitates participation, as shareholders can attend at a location closer to them.
Legal requirements:
- The implementation of a multi-local GM requires a statutory basis.
- The company must ensure that all participants at the various locations can take part in the meeting on an equal footing.
- A stable and secure technical infrastructure must be available in order to conduct the meeting properly.
General Meeting abroad
The Annual General Meeting can also take place outside of Switzerland. This can be advantageous if many shareholders or the company management are based abroad.
Legal requirements:
- The articles of association must expressly provide that a general meeting may be held abroad.
- Local legal regulations of the place of assembly must be observed.
- Notarization by a Swiss notary at the foreign place of assembly is not legally permissible, as the notary must always be located in the canton in which he or she is registered for public notarizations. Conversely, since the notary must be familiar with the practices of the Swiss commercial register authorities, notarization by a foreign notary also poses a major challenge. There is hardly any way around a legally compliant GM tool here.
Written General Meeting
The written AGM, also known as a circular resolution, enables resolutions to be passed without a physical or virtual meeting. Shareholders vote on the items on the agenda in writing or electronically.
Legal requirements:
- All shareholders must unanimously approve this form of AGM.
- If a shareholder requests a verbal consultation, a written resolution is not permitted.
- Since resolutions are in writing, they must be confirmed by all shareholders with a handwritten signature or a qualified electronic signature.
Universal assembly
A universal meeting exists if all shareholders or their representatives are present. In this case, a formal convocation can be dispensed with. This allows for very short notice periods and flexible implementation.
Legal requirements:
- A statutory basis is not required.
- Resolutions can be passed in writing or electronically.
- As all shareholders are present, all items can be resolved without prior invitation.
Proxy General Meeting
In this form of General Meeting in Switzerland, only the Chairman of the General Meeting, a proxy and the notary take part. The shareholders are represented by a proxy. This form is often used for resolutions requiring notarization at extraordinary general meetings and is particularly popular with small and medium-sized companies and start-ups.
Legal requirements:
- This AGM can be held physically, hybrid or virtually.
- If the AGM is held virtually, a statutory basis is required.
- An independent proxy is required.
Conclusion: introducing and managing voting shares with Konsento
The different ways of holding general meetings allow companies to choose the right solution depending on their needs and legal framework. While physical meetings promote direct exchange, hybrid and virtual models offer greater flexibility.
Konsento offers a Digital platform for the legally compliant and efficient planning, organization, implementation and follow-up of general meetings. Regardless of the type of general meeting under Swiss law - whether a physical, hybrid or virtual general meeting, proxy general meeting, general meeting abroad or general meeting with multiple venues - Konsento provides the necessary infrastructure and facilitates the entire process.
Would you like to hold your Annual General Meeting efficiently and in compliance with the law?
Arrange a free consultation now!
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