Until the end of 2022, general meetings had to be held in person. This will change with the new Swiss company law which has come into force at the beginning of 2023.
Art. 701 para. 3 CO provides that general meetings may be held in writing on paper or in electronic form (without complying with the usual convening requirements), provided that no shareholder requests an oral debate.
For smaller companies, the possibility to pass resolutions in writing is a great relief, especially if they have shareholders domiciled abroad.
- Shareholders can now vote on non-controversial agenda items on the basis of an (electronic) circular resolution. It is no longer necessary to attend a general meeting or to appoint a proxy.
- Circular resolutions are also permitted even for resolutions requiring notarisation. In these cases, the board of directors will, after the written resolution has been passed, pass a resolution before a notary public confirming the results of the shareholders meeting.
- If a shareholder wishes to have an oral discussion about the agenda items, he has the right to request an oral debate at any time. Shareholder rights are thus fully preserved.
A recent notarised amendment to the articles of association of a Swiss public limited company illustrates the efficiency gains that can be achieved by adopting resolutions by electronic means:
After all shareholders (spread all over the world) had voted unanimously in writing on four amendments to the articles of association, waiving oral debate, the Swiss-based board of directors confirmed the voting results before a public notary. This notarised confirmation served as a commercial register document.
Neither proxies nor a physical meeting were required.
