A Resolution By Shareholders is a crucial corporate governance document used in Swiss companies to formally record and implement shareholder decisions. It is required under Swiss law (particularly the Code of Obligations) for various corporate actions, including but not limited to approval of annual accounts, distribution of dividends, amendments to articles of association, capital changes, and appointment or removal of board members. The resolution must meet specific formal requirements, including proper documentation of the decision-making process, verification of voting rights, and recording of voting results. This document type is fundamental to Swiss corporate governance and can be used either as part of formal general meetings or as written resolutions, depending on the company's articles and the nature of the decision being made.
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1. Title and Date: Formal title of the document identifying it as a shareholders' resolution and the date of the resolution
2. Company Details: Full legal name of the company, registration number, and registered office
3. Attendance and Quorum: List of shareholders present/participating, shares represented, and confirmation of meeting quorum requirements
4. Legal Basis: Reference to relevant articles of association and Swiss Code of Obligations provisions authorizing the resolution
5. Background: Brief context explaining why the resolution is being made
6. Resolutions: Clear and precise statement of each resolution being adopted
7. Voting Results: Record of votes cast for each resolution (votes in favor, against, and abstentions)
8. Confirmation and Signatures: Formal confirmation of the resolution's adoption and required signatures
1. Chairperson and Secretary: Required only for physical meetings - names and roles of meeting officers
2. Scrutineer Appointment: Required for listed companies or when specifically requested - details of appointed vote counters
3. Proxy Representatives: Include when shareholders are represented by proxy - details of proxy arrangements
4. Effective Date: Include when the resolution's effect is delayed or conditional - specific timing of implementation
5. Special Majority Notes: Required when special voting majorities apply - details of applicable thresholds
1. Attendance List: Detailed list of all shareholders present or represented, including shareholding details
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, expert reports)
3. Proxy Forms: Copies of valid proxy forms when shareholders are represented by proxy
4. Pre-Meeting Communications: Copies of meeting notices and related communications if relevant
5. Expert Opinions: Any expert opinions or valuations relied upon for the resolution
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