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Circular Resolution Of Shareholders

Circular Resolution Of Shareholders Template for Switzerland

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders under Swiss law to approve the appointment of two new board members and accept the resignation of one existing director, effective March 1, 2025, for our Geneva-based technology company."

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Document background
The Circular Resolution of Shareholders is a crucial corporate governance tool under Swiss law that facilitates efficient decision-making in companies. It is particularly useful when immediate shareholder decisions are required or when organizing a physical meeting is impractical. This document type is explicitly recognized by Swiss corporate law and is commonly used for various corporate actions, from routine matters to significant company decisions. The resolution must include clear identification of the company, list all shareholders and their holdings, precisely state the proposed resolutions, and collect all necessary approvals. It's especially valuable for companies with international shareholders or when quick decisions are needed, though certain matters may still require a physical meeting under Swiss law. The document must comply with both the company's Articles of Association and Swiss corporate law requirements.
Suggested Sections

1. Company Details: Full legal name of the company, registration number, registered office address

2. Date: Date of the circular resolution

3. Legal Basis: Reference to relevant provisions of Articles of Association and Swiss law permitting circular resolutions

4. Shareholders: List of all shareholders with their respective shareholdings and voting rights

5. Proposed Resolutions: Clear and numbered listing of all resolutions to be approved

6. Confirmation of Information: Confirmation that shareholders have received all necessary information to make informed decisions

7. Approval Section: Space for shareholders' signatures, dates, and indication of approval or rejection

8. Effective Date: Statement of when the resolutions become effective

Optional Sections

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need context

2. Special Majority Requirements: Details of any special voting requirements, included when resolutions require more than simple majority

3. Conditional Effectiveness: Conditions that must be met before resolutions become effective, included when approval is subject to external conditions

4. Implementation Authorization: Authorization for specific persons to implement the resolutions, included when additional actions are needed

5. Declarations and Confirmations: Specific statements required by law for certain types of decisions, included for special corporate actions

Suggested Schedules

1. Supporting Documents: Relevant documents supporting the resolutions (e.g., financial statements, valuations)

2. Proof of Shareholding: Current extract from the share register or share certificates

3. Powers of Attorney: If any shareholders are represented by proxy

4. Amended Articles of Association: If resolutions include changes to the Articles of Association

5. Commercial Register Forms: Required forms for registration of changes with the Commercial Register

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























Clauses




















Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Construction

Agriculture

Transportation

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Finance

Shareholder Relations

Risk Management

Administrative Support

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Director

Chief Legal Officer

Corporate Governance Officer

Managing Director

General Counsel

Shareholder Relations Manager

Chief Financial Officer

Corporate Secretary

Legal Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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