Board Resolution Approving Financial Statements Template for Switzerland
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What is a Board Resolution Approving Financial Statements?
The Board Resolution Approving Financial Statements is a crucial corporate governance document required under Swiss law, particularly under the Swiss Code of Obligations (OR). This resolution is typically prepared annually following the completion of the company's financial statements and, where applicable, their audit. It documents the board's formal approval of the financial statements and demonstrates compliance with the board's non-transferable duties under Article 716a of the Swiss Code of Obligations. The resolution should be used whenever financial statements require board approval, typically annually or for interim statements if required. It includes details of the meeting, confirmation of the board's review, their assessment of the company's financial position, and formal approval. For listed companies, additional stock exchange requirements may apply, and the resolution may need to address specific regulatory requirements.
About the Board Resolution Approving Financial Statements
When your Swiss company completes its annual financial statements, you need a Board Resolution Approving Financial Statements to formalize the board of directors' review and approval process. This document is not optional—it's a legal requirement under Swiss corporate law that demonstrates proper governance and compliance with your fiduciary duties as directors.
When do you need this document?
You must prepare this resolution annually when your board reviews and approves the company's financial statements before they are presented to shareholders. The timing typically follows your fiscal year-end after the financial statements have been prepared and, if required, audited by external auditors. You'll also need this document when approving interim financial statements for regulatory purposes or during corporate transactions that require current financial information. Listed companies may need additional resolutions to comply with stock exchange reporting requirements and disclosure obligations.
Key legal considerations
The resolution must clearly document that the board has fulfilled its non-transferable duty to oversee financial reporting and accounting under Article 716a of the Swiss Code of Obligations. Include confirmation that proper notice was given to all directors, that a quorum was present, and that the financial statements comply with Swiss accounting standards. The document should reference any auditor's reports and address how the board assessed the company's financial position and going concern status. Ensure the resolution covers the board's recommendation to shareholders regarding profit distribution, as this directly impacts the upcoming general meeting's agenda.
Legal requirements in Switzerland
Swiss law under Articles 957-963b of the Code of Obligations establishes fundamental accounting and financial reporting requirements that your board must verify before approval. The resolution must demonstrate compliance with proper accounting principles and confirm that the financial statements provide a true and fair view of the company's financial position. For companies subject to audit requirements under Articles 727-731a, the board must acknowledge receipt and review of the auditor's report before approving the statements. Remember that while the board approves the financial statements, Article 698 reserves the final approval of annual accounts and profit allocation to the shareholders' general meeting, so your resolution should reflect this distinction in authority.
GOVERNING LAW
Applicable law
This Board Resolution Approving Financial Statements is drafted to comply with Switzerland law. Key legislation includes:
Swiss Code of Obligations (OR) Art. 716a: Defines the non-transferable and inalienable duties of the board of directors, including the responsibility for accounting, financial control, and financial planning
Swiss Code of Obligations (OR) Art. 698: Specifies that the approval of annual accounts and the resolution on the allocation of disposable profit is a non-transferable power of the general meeting of shareholders
Swiss Audit Law (Art. 727-731a OR): Provisions regarding the audit requirements and the auditor's report that must be considered when approving financial statements
Swiss GAAP FER: Swiss accounting standards that may need to be considered depending on the size and type of company for preparation of financial statements
Internal Organizational Regulations: Company-specific regulations regarding the process of preparing and approving financial statements, as required by Art. 716b OR
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