New Stock Corporation Law 2023: Holding of a virtual or hybrid general meeting
Since January 2023, the Board of Directors has not only been able to hold the General Meeting on site as usual, but can also hold it hybrid or even completely virtually. However, the company’s Articles of Association must be amended in order to take advantage of the new possibilities for holding such meetings.
Virtual General Meeting
Before the General Meeting is convened, the Board of Directors determines the venue for the General Meeting. Since January 2023, the Swiss Code of Obligations provides that a General Meeting of Shareholders may be held by electronic means without a venue and thus virtually, if the Articles of Association so provide. However, the Board of Directors must additionally designate an independent proxy in the notice convening the meeting.
However, if the shares of a company are not listed on a stock exchange, the designation of an independent proxy may even be waived if the articles of association provide for such a waiver (Art. 701d CO).
Requirements for the use of electronic means
The Board of Directors shall regulate the use of electronic means and ensure that:
- the identity of the participants is established;
- the votes at the General Meeting of Shareholders are transmitted directly in audio and video form
- each participant can make motions and take part in the discussion; and
- the voting results cannot be falsified.
If technical problems arise during the General Meeting, so that the General Meeting cannot be conducted properly, it must be repeated. However, the resolutions adopted by the General Meeting prior to the occurrence of the technical problems shall remain valid.
Hybrid General Meeting
In addition to the virtual General Meeting, it is now also possible to hold a hybrid General Meeting. This means that the Board of Directors can provide that shareholders who are not present at the location of the General Meeting can exercise their rights electronically.
The requirements for the use of electronic means are the same as listed above.
Get started as Mompreneur: www.mom-preneur.ch/en/home
Get started as Dadpreneur: www.dad-preneur.ch/en/home
Get started as Seniorpreneur: www.senior-preneur.ch/en/home
Get started as Youngpreneur: www.young-preneur.ch/en/home
