Appointing A Director By Ordinary Resolution Template for Switzerland

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Key Requirements PROMPT example:

Appointing A Director By Ordinary Resolution

"I need to draft an Appointing A Director By Ordinary Resolution document for our Swiss manufacturing company to appoint Dr. Maria Schmidt as a new independent director effective March 15, 2025, following the retirement of our current board member."

What is a Appointing A Director By Ordinary Resolution?

The Appointing A Director By Ordinary Resolution document is a crucial corporate instrument used in Swiss companies when shareholders need to formally appoint a new member to the board of directors. This document is required under Swiss corporate law, specifically the Swiss Code of Obligations (OR), whenever a new director needs to be appointed through a shareholders' resolution. It is typically used during or following annual general meetings or extraordinary general meetings where shareholders exercise their non-transferable right to appoint board members. The document must contain specific information required by Swiss law, including detailed director information, voting results, and confirmation of compliance with legal and regulatory requirements. It serves multiple purposes: as an official record of the appointment, as evidence for Commercial Register registration, and as part of the company's permanent corporate records.

What sections should be included in a Appointing A Director By Ordinary Resolution?

1. Company Details: Full legal name of the company, registration number, registered office address

2. Meeting Details: Date, time, location of the shareholders' meeting, and confirmation of proper notice being given

3. Quorum Confirmation: Statement confirming that the required quorum was present for the meeting

4. Resolution Text: The formal text of the ordinary resolution appointing the director

5. Director Information: Full name, date of birth, nationality, and residential address of the appointed director

6. Effective Date: Specification of when the appointment takes effect

7. Certification: Signature section for the chairman or authorized officer to certify the resolution

What sections are optional to include in a Appointing A Director By Ordinary Resolution?

1. Attendance List: List of shareholders present or represented at the meeting, used when there's a significant number of shareholders

2. Previous Director Details: Include when the new director is replacing a resigning or removed director

3. Voting Results: Detailed breakdown of votes for, against, and abstentions, typically included for listed companies or when specifically requested

4. Additional Appointments: If the director is also being appointed to specific committees or roles within the board

5. Regulatory Confirmations: For regulated entities, confirmation that the appointment meets regulatory requirements

What schedules should be included in a Appointing A Director By Ordinary Resolution?

1. Director's Consent to Act: Signed declaration from the new director accepting the appointment and confirming their eligibility

2. Director's Details Form: Form containing all required personal information and professional qualifications of the new director

3. Regulatory Disclosure Form: For listed or regulated companies, any required regulatory disclosure forms

4. Extract from Commercial Register: Current extract showing the company's existing board composition

5. Notice of Meeting: Copy of the notice sent to shareholders (if not included in main document)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Pharmaceuticals

Real Estate

Retail

Healthcare

Professional Services

Energy

Telecommunications

Transportation

Consumer Goods

Industrial

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Regulatory Affairs

Human Resources

Corporate Affairs

Executive Office

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Secretary

Corporate Governance Officer

Director of Legal Affairs

Head of Corporate Services

General Counsel

HR Director

Chief Legal Officer

Board Chairman

Corporate Affairs Manager

Regulatory Compliance Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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