Minutes Of Extraordinary General Meeting Template for Switzerland

When your Swiss company needs to make critical decisions that cannot wait for the next annual general meeting, you must convene an Extraordinary General Meeting (EGM) and document the proceedings through formal minutes. These minutes are not just administrative records—they are legally mandated documents under Swiss corporate law that serve as official evidence of your company's decisions and must comply with strict statutory requirements.

When do you need this document?

You need EGM minutes whenever your company convenes a special shareholder meeting outside the regular annual schedule. This typically occurs when addressing urgent corporate matters such as capital increases or decreases, amendments to your articles of association, mergers or acquisitions, dissolution proceedings, or significant changes to your business structure. Listed companies may also require EGMs for material transactions that need immediate shareholder approval. The minutes become essential when filing changes with the Swiss Commercial Register or when providing evidence of corporate decisions to banks, auditors, or regulatory authorities.

Key legal considerations

Your EGM minutes must contain specific mandatory elements to be legally valid. These include complete meeting details (date, time, location), accurate company identification with commercial register number, names of the chair and secretary, comprehensive attendance records showing shareholders present or represented with their voting rights, formal confirmation of quorum requirements, the complete agenda, detailed records of all resolutions with exact voting results, and any shareholder declarations or objections. You must ensure proper convocation procedures were followed, including adequate notice periods and proper distribution of meeting materials. For certain resolutions like capital changes or structural modifications, notarial presence and authentication may be required, making the minutes legally binding for commercial register submissions.

Legal requirements in Switzerland

Under the Swiss Code of Obligations (Articles 698-706b), your EGM minutes must comply with specific statutory requirements regarding content, form, and retention. Article 702 mandates that minutes include all resolutions, voting results, and shareholder statements, while the Swiss Commercial Register Ordinance governs documentation requirements for decisions requiring registration. If your company is publicly listed, the Federal Act on Financial Market Infrastructures imposes additional disclosure and documentation obligations. You must retain the original minutes for at least ten years and ensure they are accessible to shareholders and regulatory authorities. Your company's articles of association may impose additional requirements beyond statutory minimums, such as specific voting procedures or enhanced documentation standards for particular types of decisions.