Document background
A Board of Directors Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Switzerland. This document is essential for maintaining proper corporate records and ensuring compliance with Swiss corporate law, particularly the Swiss Code of Obligations (OR). It is typically required when making significant company decisions such as appointing officers, approving financial statements, declaring dividends, authorizing significant transactions, or making changes that require commercial register registration. The resolution must be properly executed, often requiring signatures from the chairman and secretary, and must be maintained in the company's official records. For certain decisions, particularly those affecting third parties or requiring registration, the resolution may need to be notarized or accompanied by additional documentation for submission to the Swiss Commercial Register.
