{"id":19542,"date":"2025-05-15T11:00:27","date_gmt":"2025-05-15T09:00:27","guid":{"rendered":"https:\/\/konsento.ch\/?p=19542"},"modified":"2025-05-15T16:57:28","modified_gmt":"2025-05-15T14:57:28","slug":"welche-durchfuhrungsformen-der-generalversammlung-kennt-das-schweizer-recht","status":"publish","type":"post","link":"https:\/\/oldweb.konsento.ch\/en\/2025\/05\/15\/welche-durchfuhrungsformen-der-generalversammlung-kennt-das-schweizer-recht\/","title":{"rendered":"12 stumbling blocks that can cause any general meeting to falter"},"content":{"rendered":"
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Introduction<\/h4>\n

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The Annual General Meeting (AGM) - for many board members, this is a must-attend event that follows a standard procedure. However, anyone who believes that this is all there is to it underestimates the legal and practical pitfalls. We know from our experience with numerous AGMs: It is often the small negligence that has a big impact.<\/p>\n

We have therefore compiled 12 common \"stumbling blocks\" that board members should be aware of - and avoid - before, during and after the AGM.<\/p>\n

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BEFORE the Annual General Meeting<\/b><\/h4>\n
1. no official BoD resolution on the AGM motions<\/span>

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The AGM invitation was sent out - but without the Board of Directors having formally approved the proposals? This is not a simple faux pas.<\/span>
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Our tip:<\/span> <\/span>A formal BoD meeting to approve the proposals is mandatory. Only then may the invitation be issued. If necessary, a circular resolution can also be passed.<\/span><\/p>


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2nd invitation sent - but important documents are missing<\/span><\/p>\n<\/div>\n

Anyone who forgets to enclose the annual report or audit report risks the invitation being deemed incomplete and the motion therefore being contestable and possibly even null and void. <\/span><\/h4>\n

Our tip:<\/span> <\/span>All relevant documents (annual report, audit report and other documents relevant for motions) should be included with the invitation at least 20 days before the AGM - neatly compiled and complete.<\/span><\/h4>\n
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3. applying the 20-day rule incorrectly<\/span><\/div>\n

Many people know this: The AGM invitation must be sent at least 20 days before the AGM. However, the day of dispatch and the day of the AGM do not count.<\/span><\/h4>\n

Our tip:<\/span> <\/span>Therefore, always count the invitation date plus 21 days or the invitation date in 3 weeks. I.e. invitation on May 2 -> AGM on May 23 at the earliest - with the exception of the Universal General Meeting.<\/span><\/h4>\n
4. virtual AGM without a statutory basis<\/span><\/div>\n

Purely virtual AGMs are only permitted if the articles of association expressly allow this. This only became possible with the revision of company law on 01.01.2023.<\/span><\/h4>\n

Our tip:<\/span> <\/span>Check the articles of association - and adapt them if necessary in a hybrid AGM (always possible) so that all forms of AGM are possible.<\/span><\/h4>\n
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5. use of electronic means without clear regulation<\/span><\/div>\n

Anyone who conducts hybrid or virtual GMs without regulations on voting, video transmission, etc. is acting negligently.<\/span><\/h4>\n

Our tip:<\/span> <\/span>The BoD should regulate the use of electronic means in writing and in a clearly comprehensible manner (note: Konsento offers templates).<\/span><\/h4>\n<\/div>\n
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6. forget participants<\/span><\/div>\n

If participation certificates are in circulation, their holders must also be informed about agenda items - not just shareholders.<\/span><\/h4>\n

Our tip:<\/span> Inform participants separately and only as much as necessary about GM.<\/span><\/h4>\n<\/div>\n<\/div>\n