THINGS YOU NEED TO KNOW

 

What types of general meetings are there?
There are 3 types of general meetings:

1. The ordinary general assembly

2. The extraordinary General Assembly

3. the universal meeting (meeting of all

    shareholders)

 

When is the ordinary general assembly summoned?

The ordinary general assembly usually takes place once a year. It must be carried out within 6 months of the end of the financial year. The deadline for convening is regulated in the company's articles of association and is usually 20 days. According to Art. 937 OR, every change to a fact must be entered in the commercial register.

 

When is the Extraordinary General Meeting summoned?

The Extraordinary General Meeting takes place when resolutions have to be passed. The deadline for convening is regulated in the company's articles of association and is usually 20 days.

 

What is a universal meeting?

A universal meeting can be held if all shareholders are present. It does not need a convocation or agenda.

 

How are resolutions passed at the General Assembly?

Each share has one vote. As a rule, resolutions are passed with an absolute majority. Important resolutions, on the other hand, require 2/3 of the votes and the majority of the capital entitled to vote. These so-called quorums can be deviated from in shareholder agreements in particular.

 

Are the provisions in the shareholder agreement enforceable at the general meeting?

No. The resolutions are valid even if they were made in deviation from the provisions in the shareholder agreement. The shareholder who is in breach of contract can, however, be held liable due to breach of contract.

 

What are circular resolutions?

According to Article 713, Paragraph 2 of the Swiss Code of Obligations, the resolutions of the Board of Directors can also be passed by means of written approval of a motion, unless a member requests oral advice. Unanimity is not required for the circular resolution, unless the articels of association or the bylaws provide otherwise.