General Meeting Minutes are essential corporate documents required under Swiss law for documenting shareholder meetings and their outcomes. These minutes must be prepared in accordance with the Swiss Code of Obligations (OR) and serve as the authoritative record of company decisions made at the shareholder level. They document attendance, discussions, voting results, and formal resolutions, providing legal protection and ensuring transparency in corporate governance. The minutes are particularly crucial for evidencing compliance with legal requirements, protecting shareholder rights, and maintaining a clear record of company decisions for future reference and potential regulatory scrutiny. They must be maintained as part of the company's official records and can be critical in situations involving corporate disputes or regulatory investigations.
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1. Meeting Details: Date, time, location, and form of the meeting (physical, virtual, or hybrid)
2. Company Information: Full legal name of company, registered office, and company registration number
3. Present Parties: List of attendees including board members, shareholders (or their representatives), minute-taker, and any invited guests
4. Chair and Constitution: Identification of meeting chair and confirmation that meeting is properly constituted
5. Agenda Confirmation: Confirmation that the meeting was properly convened and agenda was distributed within legal timeframe
6. Quorum: Confirmation of quorum including number of shares/votes represented
7. Previous Minutes: Approval of previous general meeting minutes if applicable
8. Agenda Items: Detailed recording of each agenda item, including presentations, discussions, and decisions
9. Voting Results: Record of all votes taken, including numbers for, against, and abstentions
10. Closing: Time of meeting closure and signature block for chair and minute-taker
1. Extraordinary Resolutions: Used when special majority decisions are made requiring specific documentation under Art. 704 CO
2. Shareholder Statements: Used when shareholders request specific statements to be recorded in the minutes
3. Objections: Used when formal objections are raised during the meeting
4. Electronic Participation Details: Used for virtual or hybrid meetings to document technical arrangements and verification procedures
5. Reserved Matters: Used when decisions on specific matters require special approval rights as per Articles of Association
1. Attendance Register: Detailed list of all attendees with their representation capacity and number of shares/votes
2. Voting Results Detail: Detailed breakdown of voting results for each resolution
3. Presentation Materials: Copies of any presentations or reports presented during the meeting
4. Proxy Forms: Copies of valid proxy forms submitted for the meeting
5. Meeting Notices: Copies of meeting convocation notices and proof of distribution
6. Written Motions: Copies of any written motions submitted by shareholders
7. Supporting Documents: Any additional documents referenced during the meeting or relevant to resolutions
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