After smaller revisions, the so-called major revision of the company law has come into force on the 1st of January, 2023. The purpose of the major revision of company law is to modernize and adapt it to the new economic requirements. Below we’ll provide you with an overview of some of the most significant changes when it comes to general meetings.

The new company law introduces new forms of general meetings.

Online meetings

Unlike physical meetings, virtual general meetings are conducted solely via electronic means. A board of directors must designate an independent representative for the general meeting due to the removal of the principle of physical immediacy. Companies that are not publicly traded may, however, waive the requirement for an independent proxy in their articles of association.

Hybrid general meeting 

The hybrid general meeting allows shareholders to exercise their rights without attending the physical meeting. In the articles of association, there is no provision for this. The use of electronic voting devices at a general physical meeting (televoting) must be distinguished from hybrid general meetings.

Several locations are available for general meetings

The board of directors determines the venue of the general meeting (unless otherwise specified in the articles of association). There may be multiple locations where the general meeting is held simultaneously. To ensure shareholders’ rights are exercised without unreasonable difficulty, the place of the meeting should not be determined in a manner that makes exercising those rights unreasonably difficult.

Foreign general meeting

The articles of association of a corporation now permit the general meeting of a company to be held abroad. This is if an independent representative is elected by the board of directors. Non-listed stock corporations may waive the designation of a representative on the condition that all shareholders consent. It is unclear whether a general meeting with several meeting locations in Switzerland and abroad qualifies as a foreign meeting location.

Meeting of all shareholders

Currently, company law permits universal shareholders’ meetings. A general meeting can be convened without complying with the rules applicable to the convening of general meetings, provided that all shareholders or their representatives attend. No objections were raised. There are three types of universal meetings: physical, hybrid, and virtual.

Meeting by circular resolution

The amended law allows resolutions to be passed in writing or electronically, provided no shareholders request oral discussion at the meeting. In addition, the articles of association do not have to include a provision relating to the convening of a general meeting. Resolutions must be passed by agreement of all shareholders.

How should electronic means be used?

Unless the articles of association contain specific provisions to the contrary, the board of directors regulates electronic means of communication. Shareholders should be able to actively participate in the discussion and submit motions, as well as receive the results of the votes immediately after the general meeting. Video/image participation is no longer required. The ability to conduct a general meeting over the phone depends on whether it is feasible to identify participants.

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