The general meeting (GM) is the supreme body of the AG and the shareholders' meeting is the equivalent body in the GmbH. They bring together capital holders to exercise the fundamental rights of ownership and control over the company. Since the revision of corporation law that entered into force on 1 January 2023, many new possibilities have been opened to companies, including the holding of electronic GMs and postal votes. PBM Avocats advises companies in Geneva and Lausanne on the organisation, convening and conduct of their general meetings.
Powers of the General Meeting of an AG (art. 698 CO)
Art. 698 CO lists the inalienable powers of the GM, which the board of directors cannot usurp:
- Adoption and amendment of the articles of association
- Appointment and removal of members of the board of directors
- Appointment and removal of the auditors
- Approval of the annual report and annual accounts
- Decision on the allocation of profit as shown in the balance sheet (dividends)
- Decision on repayment of capital contribution reserves
- Granting of discharge to members of the board of directors
- Decision to dissolve the company
Notice of Meeting: Form and Deadlines
Notice of the GM must comply with strict formal requirements to be valid:
| Element | Legal Requirement | Legal Basis |
|---|---|---|
| Notice period | At least 20 days before the GM | Art. 700 para. 1 CO |
| Content of notice | Agenda, board proposals, date, time, location (or electronic arrangements) | Art. 700 para. 2 CO |
| Form of notice | According to articles (letter, email if articles permit, publication in SOGC) | Art. 699 para. 2 CO |
| Right to request agenda items | Shareholders representing ≥ 10% of capital or CHF 1m nominal value | Art. 699b CO |
| Universal meeting | Valid without notice if 100% of shareholders are present and consenting | Art. 701 CO |
Decision Quorums
GM decisions are taken by simple majority of the votes represented (art. 703 CO), except for important decisions requiring a qualified majority (art. 704 CO):
- Simple majority: dissolution and appointment of bodies, approval of accounts, ordinary dividends, discharge
- Double qualified majority (2/3 of votes represented + absolute majority of nominal shares): amendment of purpose, transfer of registered office, dissolution, authorised or conditional capital increase, withdrawal of preferential subscription rights, and other decisions listed in art. 704 CO
- Unanimity: particularly serious decisions provided by the articles or law (e.g.: obligation to make additional payments, art. 680 CO)
New Forms of GM Since 2023
The corporation law reform introduced three new forms of deliberation and voting:
- Fully electronic GM (art. 701a CO): without physical location, by videoconference or dedicated platform, if the articles so provide
- Postal vote (art. 701b CO): shareholders express their vote in writing before the GM, without being physically present
- GM with independent representative (art. 689c CO): mandatory for listed companies; shareholders transmit their instructions to a neutral representative
- Circular resolutions (art. 701 CO): decisions by written communication (including electronic) if all shareholders consent
Minutes of the General Meeting
The minutes of the GM are an essential document attesting to the decisions taken. Art. 702 CO requires that minutes be drawn up of the resolutions passed by the GM. The minutes must state: the date and place of the GM, shareholders present and represented, number of votes represented, decisions taken with voting results, any objections and reservations of shareholders, and the signature of the chair and secretary. For decisions subject to registration at the commercial register, the minutes are communicated to the notary and the register.
The Shareholders' Meeting in a GmbH
In the GmbH, the equivalent of the GM is the shareholders' meeting (art. 804 et seq. CO). Its inalienable powers include in particular amendment of the articles of association, appointment and removal of managers, approval of accounts and allocation of profit. Quorums are similar to those of the AG, with enhanced majorities (three quarters of votes) for certain decisions such as transfer of shares. The 2023 reform also relaxed the rules applicable to GmbH meetings, allowing fully electronic meetings.
Frequently Asked Questions About the General Meeting of AG and GmbH
What is the notice period for an ordinary general meeting of a corporation (AG)?
Art. 700 para. 1 CO requires a notice period of at least 20 days before the date of the general meeting. The notice must mention the agenda items and the board of directors' proposals. Shareholders representing at least 10% of the share capital (or a nominal value of CHF 1 million) may request the addition of further agenda items within the same 20-day period (art. 699b CO). If the notice period is not respected, decisions taken remain valid if all shareholders are represented and none object to the holding of the meeting (art. 701 CO: universal meeting).
Which decisions require a qualified majority at the general meeting?
Art. 704 CO lists the decisions that require the approval of at least two thirds of the votes represented AND the absolute majority of the nominal value of shares represented: (1) amendment of the corporate purpose, (2) creation of shares with preferential voting rights, (3) restriction of the transferability of registered shares, (4) authorised or conditional capital increase, (5) capital increase by set-off against claims or contributions in kind, (6) limitation or withdrawal of preferential subscription rights, (7) transfer of the registered office, (8) dissolution of the company. The articles of association may provide for even higher majorities.
How does the electronic general meeting work since 2023?
Since the CO revision that entered into force on 1 January 2023, art. 701a CO allows a fully electronic GM to be held, without a physical location, by videoconference or dedicated platform, provided the articles of association so provide or all shareholders consent. Shareholders may exercise their rights (voting, speaking) via electronic means. The chair of the GM must ensure identification of participants and security of the process. Votes may be cast by secure electronic means before or during the GM. The minutes must document the means used.
Can a shareholder be represented at the general meeting?
Yes. According to art. 689 CO, any shareholder may be represented by a third party holding a written proxy. Since 2023, the articles may provide for electronic proxies. The law also provides for representation by an independent representative designated by the company (art. 689c CO), particularly useful for listed companies. Shareholders may also express their voting instructions by correspondence (art. 701b CO) or electronically if the articles permit.
What is a special audit right and how can it be exercised at the GM?
Art. 697a CO grants any shareholder the right to request that the general meeting appoint a special auditor to verify specific facts relating to the formation or management of the company. The request must be presented at the GM and approved by simple majority. If the request is rejected, shareholders representing at least 10% of the capital or a nominal value of CHF 2 million may directly apply to the court for the appointment of a special auditor (art. 697b CO). This mechanism is an important tool of <a href='/protection-minoritaires-sa-sarl/'>minority shareholder protection</a>.