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Annual General Meetings (AGMs) are central to corporate governance in Switzerland, giving shareholders the chance to influence company strategy and hold directors accountable. Governed by the Swiss Code of Obligations, AGMs come with strict rules and, since recent reforms, new possibilities through digital participation. This article explains the key requirements and highlights how technology is reshaping shareholder engagement.
When must AGMs take place?
Swiss companies must hold their AGM within six months after the end of the financial year. This timeline, set out in the Swiss Code of Obligations, is strict. Shareholders holding at least 10% of the share capital can take legal action if the board fails to comply. Courts may order a meeting to be held, and penalties such as fines or reputational harm can follow. While a company may reschedule, the meeting must still respect the six-month deadline.
Who can call an AGM?
The board of directors normally convenes the AGM. However, external auditors, liquidators, or bond creditor representatives may also call it. In addition, shareholders representing 10% of the share capital can request a meeting. Notices must be sent at least 20 days before the date, with the agenda and proposed resolutions clearly outlined. This requirement ensures all shareholders have time to prepare.
How are virtual and hybrid AGMs regulated?
Since 1 January 2023, Swiss law allows virtual-only AGMs if this is permitted by the company’s articles of association. These reforms make it possible for shareholders to join remotely, ask questions, and vote in real time. Many companies now prefer hybrid AGMs, which combine physical and online participation, as they offer flexibility and higher engagement.
What safeguards exist for electronic participation?
Companies must use technology that guarantees real-time interaction, secure voting, and participant identification. The system must protect the integrity of the voting process and prevent fraud. By doing so, companies ensure all shareholder voices are valid and effectively heard.
What financial reporting duties apply?
Financial transparency is a core feature of Swiss AGMs. Companies must prepare a balance sheet, income statement, and notes for approval by shareholders. These financial statements need board approval before presentation.
Audit rules depend on company size. Large companies undergo ordinary audits, which include testing internal controls and financial statements. Smaller firms may use a limited statutory examination instead. Where a company employs fewer than ten full-time staff, shareholders may agree to waive the audit requirement entirely.
How do shareholders exercise their voting rights?
Every share generally carries one vote, creating proportional representation. Shareholders vote on approving accounts, electing directors, and deciding on major corporate changes. They may also request investigations into irregularities, which strengthens oversight.
What are the rules on proxies?
Shareholders unable to attend may appoint a proxy. In listed companies, an independent proxy must be available. This safeguard ensures voting rights are exercised fairly and according to shareholder instructions, even without physical attendance.
How is the future of AGMs evolving?
The rise of virtual and hybrid formats shows that AGMs in Switzerland are becoming more flexible and inclusive. Companies that embrace these tools while respecting legal standards can improve shareholder engagement and reduce logistical barriers.
What’s next?
Managing an Annual General Meeting in Switzerland requires careful attention to statutory rules and new digital options. For more insights into AGMs across other jurisdictions, explore our article No Panic, Just Planning: Your Argentina AGM Guide.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:
- Request a demo – See Klea in action for your organisation
- Start a trial – Experience firsthand how automation cuts workload and increases efficiency
- Talk to our experts – Receive tailored guidance for your entity management needs
Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.