A Swiss company (AG/SA or GmbH/Sàrl) must hold its ordinary general meeting within six months of the close of its financial year (art. 699 al. 2 CO). Convened by the board, the meeting approves the annual accounts, decides on the use of the profit, discharges the board and, where applicable, elects the board and the auditors (art. 698 CO). Since the 2023 company-law reform it may be held in person, by circular resolution, or as a hybrid or fully virtual meeting. The board keeps signed minutes (art. 702 CO).
What the general meeting is — and the deadline
The general meeting is the supreme governing body of a Swiss company — the forum where the shareholders (AG) or partners (GmbH) take the decisions reserved to them by law. The ordinary general meeting is held once a year and must take place within six months of the close of the financial year (art. 699 al. 2 CO). For a company closing on 31 December, that means by 30 June.
What the meeting decides
The powers that cannot be delegated to the board are set out in art. 698 CO. At the ordinary meeting, the shareholders typically:
- approve the annual report and the annual accounts;
- resolve on the use of the balance-sheet profit, in particular the declaration of a dividend;
- grant discharge to the members of the board;
- elect the board of directors and the auditors, where their term is up;
- adopt or amend the articles of association.
Majorities and quorum
Swiss law sets no general attendance quorum for the ordinary general meeting: unless the articles of association provide otherwise, the meeting can validly resolve regardless of the proportion of the capital represented. Ordinary resolutions are passed by the absolute majority of the share votes represented (art. 703 CO).
A number of important resolutions — among them a change of the company’s purpose, a capital increase with restricted subscription rights, a merger or the dissolution of the company — require a qualified majority of at least two-thirds of the votes represented and the absolute majority of the nominal value of shares represented (art. 704 CO). The articles may set stricter quorums or majorities, so they should always be checked before the meeting.
Who convenes it, and how
The meeting is convened by the board of directors (or the managing officers of a GmbH). The convocation must be sent in the form and within the period set by the articles — at least 20 days before the meeting for companies that follow the statutory default — and must state the agenda and the proposals of the board (art. 700 CO). Resolutions may only be taken on items duly announced, except for the motion to convene a further meeting.
If all the shares are represented, the meeting may be held without observing the convocation formalities (a “universal meeting”, art. 701 CO) — a practical route for a wholly-owned subsidiary.
Meeting formats since 2023
The company-law reform that entered into force on 1 January 2023 modernised how the meeting can be held. Depending on what the articles allow, the general meeting may now be:
- in person at a physical venue;
- taken by written or electronic circular resolution (art. 701 al. 3 CO), unless a shareholder asks for an oral deliberation;
- hybrid — a physical venue with electronic participation;
- or fully virtual, without a physical venue, if the articles so provide and an independent proxy is appointed where required.
Minutes
The board keeps the minutes of the meeting (art. 702 CO), recording the resolutions and the results of the elections, the attendance, and the principal statements. The minutes are signed and kept with the company’s records. Accurate minutes are not a formality: they are the evidence that the company has met its annual obligations, and they are routinely requested by banks, auditors and counterparties.
Extraordinary meetings & shareholders’ rights
Beyond the annual meeting, an extraordinary general meeting can be called whenever a decision reserved to the shareholders is needed — a capital increase, a change of articles, or the appointment of a director. Shareholders representing at least 5 % of the share capital or votes may request that a meeting be convened, and a similar threshold allows them to have an item added to the agenda (art. 699 / 699b CO).
Running it from abroad
For a company whose owners and directors are based outside Switzerland, the recurring risk is simple: missing the six-month deadline, convening on short or defective notice, or failing to keep signed minutes. These are exactly the tasks that the corporate secretarial function takes care of, alongside the upkeep of the share register and register of beneficial owners. Swiss Director Services convenes and minutes the meeting for Swiss companies and keeps the records compliant — our corporate secretarial services.
Sources
Frequently asked questions
When must a Swiss company hold its annual general meeting?
Within six months of the close of the financial year (art. 699 al. 2 CO). A company that closes its accounts on 31 December must therefore hold its ordinary general meeting by 30 June of the following year.
Who convenes the general meeting?
The board of directors (AG/SA) or the managing officers (GmbH/Sàrl). Shareholders representing at least 5% of the capital or votes may also request that a meeting be convened or that an item be added to the agenda (art. 699/699b CO).
Can a Swiss general meeting be held virtually?
Yes. Since the 2023 reform, depending on what the articles allow, the meeting may be held in person, by written or electronic circular resolution, as a hybrid meeting, or fully virtually without a physical venue (with an independent proxy where required). A universal meeting is possible when all shares are represented.
What does the annual general meeting decide?
It approves the annual report and accounts, resolves on the use of the profit (including any dividend), discharges the board, and elects the board and auditors when their term is up. Amendments to the articles of association are also reserved to the meeting (art. 698 CO).
Are minutes of the meeting mandatory?
Yes. The board keeps signed minutes of the general meeting (art. 702 CO), recording the resolutions, elections and attendance. The minutes are kept with the company’s records and are regularly requested by banks, auditors and counterparties.
Is there a quorum for a Swiss general meeting?
Swiss law imposes no general attendance quorum unless the articles provide one — the meeting can resolve regardless of the capital represented. Ordinary resolutions pass by the absolute majority of the votes represented (art. 703 CO), while important resolutions (change of purpose, certain capital increases, merger, dissolution) need at least two-thirds of the votes and the majority of the nominal value represented (art. 704 CO).
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