Corporate Minutes are essential legal documents required under Swiss corporate law for recording official company meetings and decisions. They serve as the formal record of proceedings at board meetings, shareholder meetings, and other significant corporate gatherings. These documents must be prepared in accordance with the Swiss Code of Obligations and maintain detailed accounts of attendance, discussions, and resolutions. Corporate Minutes are particularly crucial for demonstrating compliance with legal requirements, protecting company officers, and providing evidence of corporate decision-making. They may be required for submission to the Commercial Register, auditors, or regulatory authorities, and form part of the company's official records. The minutes must be signed by the appropriate officers (typically the chairman and secretary) and maintained in the company's records for the period required by law.
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1. Header Information: Company name, registration details, meeting type, date, time, and location
2. Attendance: List of present board members/shareholders, guests, chair, and secretary
3. Quorum Confirmation: Statement confirming meeting validity and quorum requirements
4. Agenda: Itemized list of matters to be discussed and decided
5. Previous Minutes: Approval of minutes from previous meeting
6. Discussions and Resolutions: Detailed record of discussions and formal decisions made
7. Closing: Time of meeting conclusion
8. Signatures: Signatures of chairman and secretary/minute-taker
1. Conflicts of Interest: Declaration of any conflicts of interest by attendees (include when relevant conflicts exist)
2. Voting Results: Detailed breakdown of votes when formal voting takes place
3. Dissenting Opinions: Record of any formal objections or dissenting views (include when requested by board members)
4. Next Meeting: Date and location of next scheduled meeting (if determined)
5. Action Items: List of tasks assigned and deadlines (when specific follow-up actions are agreed)
6. Reserved Matters: Discussion of matters requiring special majority or specific approval rights (when applicable)
1. Attendance Register: Detailed list of attendees with signatures
2. Power of Attorney: Copies of proxy forms or power of attorney documents
3. Meeting Materials: Copies of presentations or documents discussed
4. Financial Reports: Financial statements or reports discussed during the meeting
5. Voting Records: Detailed voting tallies and records
6. Supporting Documents: Any additional documents referenced during the meeting
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