Shareholder Ordinary Resolution Template for Switzerland

A Shareholder Ordinary Resolution is a fundamental corporate document that enables you to formally record decisions made by your company's shareholders in Switzerland. Under Swiss corporate law, these resolutions require approval by an absolute majority of the voting rights represented at a general meeting, making them the standard mechanism for most routine corporate decisions that don't require special majority thresholds.

When do you need this document?

You'll need a Shareholder Ordinary Resolution whenever your Swiss company requires shareholder approval for standard corporate matters. This includes approving annual financial statements and profit allocation, appointing or removing members of the board of directors, determining director remuneration, and declaring dividend distributions. The resolution is also required when modifying company articles in ways that don't require special majorities, approving major business transactions within statutory limits, or making decisions about company premises and registered office changes. Additionally, you'll use this document when shareholders need to approve the appointment of auditors or grant discharge to board members for their management activities.

Key legal considerations

Your Shareholder Ordinary Resolution must comply with specific legal requirements under the Swiss Code of Obligations. The resolution requires an absolute majority of voting rights represented at the meeting, not just those voting. You must ensure proper notice has been given to all shareholders according to Article 700 requirements, typically at least 20 days before the meeting. The document must clearly identify the company, meeting date, chairperson, and attendance details to establish valid quorum. Each resolution should be precisely worded to avoid ambiguity, and voting results must be accurately recorded. Consider that certain decisions may have implications for minority shareholders, and ensure the resolution doesn't conflict with the company's articles of association or statutory non-transferable shareholder powers under Article 698.

Legal requirements in Switzerland

Swiss law mandates strict compliance with the Code of Obligations for shareholder resolutions. Article 703 requires that ordinary resolutions pass with an absolute majority of voting rights represented, meaning abstentions effectively count as negative votes. You must maintain detailed minutes under Article 702, recording the resolution text, voting results, and any dissenting opinions. Depending on the resolution's subject matter, you may need to file certain decisions with the Commercial Register within specific timeframes. If your resolution involves changes to directorship or registered particulars, registration requirements apply. The document should be signed by the meeting chairperson and, where required, by the company secretary or designated corporate witnesses. For written resolutions passed outside formal meetings, you must ensure all shareholders consent in writing and the decision is properly documented according to your articles of association provisions.