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A Shareholder Resolution is a formal proposal that shareholders submit to a Swiss company's board of directors for consideration at the annual general meeting (AGM). It lets shareholders directly influence company decisions on issues like dividend payments, board appointments, or environmental policies.

Under Swiss corporate law, shareholders holding at least CHF 1 million in nominal share value or 10% of voting rights can file such resolutions. The company must include valid resolutions in the AGM agenda, and all shareholders get to vote on them. When approved, these resolutions become binding on the company's management.

Use a Shareholder Resolution when you need to push for significant changes in a Swiss company's operations or governance. Common situations include advocating for new environmental policies, requesting increased dividend payments, proposing board member changes, or addressing executive compensation concerns.

This tool becomes particularly valuable during corporate restructuring, mergers, or when management appears resistant to shareholder feedback. Swiss law requires companies to act on approved resolutions, making them powerful instruments for minority shareholders to protect their interests and influence corporate direction. The key is timing your resolution to align with the annual general meeting cycle.

• Shareholder Special Resolution: Used for major corporate changes like altering articles of association or capital structure - requires 66.67% approval
• Circular Resolution Of Shareholders: Allows decision-making without physical meetings - needs unanimous written approval
• Resolution Of Annual General Meeting: For standard yearly decisions like dividend distribution and board elections - simple majority suffices
• Resolution Of Shareholders Meeting: Covers decisions made at extraordinary general meetings - voting requirements vary by topic

• Shareholders: Initiate and vote on resolutions, particularly minority shareholders with at least CHF 1 million in shares or 10% voting rights
• Board of Directors: Reviews submitted resolutions, provides recommendations, and implements approved measures
• Corporate Secretary: Handles formal documentation, ensures compliance with Swiss law, and manages communication between parties
• Legal Counsel: Advises on resolution wording and legal implications, ensures compliance with Swiss corporate regulations
• Company Management: Executes approved resolutions and reports on implementation progress to shareholders

• Company Details: Gather current articles of association, shareholder registry, and voting rights information
• Resolution Purpose: Clearly define your objective and confirm it aligns with Swiss corporate law requirements
• Timing: Check AGM schedules and submission deadlines - typically 60 days before the meeting
• Supporting Data: Collect financial statements, impact assessments, or expert opinions to strengthen your case
• Draft Structure: Our platform generates legally-sound resolutions with all required elements, ensuring compliance with Swiss regulations
• Review Process: Double-check share ownership thresholds and voting requirements for your specific proposal type

• Title and Date: Full company name, resolution type, and meeting date per Swiss Code of Obligations
• Meeting Details: Location, time, quorum confirmation, and voting method specification
• Proposal Text: Clear, specific resolution language with exact actions requested
• Legal Authority: Reference to relevant articles of association and Swiss corporate law provisions
• Voting Results: Space for recording votes cast, majorities achieved, and final outcome
• Authentication: Chairman's signature, company seal, and certification of accuracy
• Supporting Documents: List of attached evidence, reports, or financial statements

A Shareholder Resolution differs significantly from a Shareholder Agreement in several key aspects. While both documents involve shareholders, their purposes and legal effects are distinct under Swiss law.

• Timing and Duration: Shareholder Resolutions address specific decisions at a point in time, while Shareholder Agreements establish ongoing rights and obligations between shareholders
• Legal Scope: Resolutions bind the company and all shareholders once approved, even dissenters. Agreements only bind the specific shareholders who sign them
• Content Focus: Resolutions deal with specific corporate actions like dividends or board appointments. Agreements cover broader relationship aspects like share transfers and voting arrangements
• Approval Requirements: Resolutions need specific majority votes at formal meetings. Agreements require unanimous consent from participating shareholders
• Modification Process: Resolutions can't be changed once passed without a new resolution. Agreements can be amended if all parties agree