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Resolution Of The Sole Shareholder

Resolution Of The Sole Shareholder Template for Switzerland

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Key Requirements PROMPT example:

Resolution Of The Sole Shareholder

"I need a Resolution of the Sole Shareholder for my Swiss GmbH to approve the 2024 financial statements and appoint a new auditor, with the resolution to be dated March 15, 2025."

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Document background
A Resolution of the Sole Shareholder is a crucial corporate governance document used in Swiss companies where all shares are held by a single shareholder. This document type is essential for recording important company decisions and ensuring compliance with Swiss corporate law requirements. It's commonly used for annual decisions (such as approving financial statements), structural changes (such as capital modifications), or significant business decisions (such as major asset transactions). The document must comply with the Swiss Code of Obligations and often requires filing with the Commercial Registry. While simpler than multi-shareholder resolutions, it must still maintain formal requirements and proper documentation to ensure legal validity and protect the interests of both the shareholder and the company.
Suggested Sections

1. Title and Date: Formal title of the document and date of the resolution

2. Company Details: Full legal name, registration number, and registered office of the company

3. Shareholder Details: Identity and details of the sole shareholder

4. Preliminary Statements: Confirmation of sole shareholding, compliance with notice requirements, and capacity to make decisions

5. Quorum and Authority: Statement confirming authority to pass resolutions as sole shareholder

6. Resolutions: Clear enumeration of all decisions made by the shareholder

7. Confirmation and Signature: Formal confirmation of decisions and signature block

Optional Sections

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

2. Legal Requirements: Reference to specific legal provisions being relied upon, included when dealing with regulated matters

3. Implementation Instructions: Specific instructions for implementing the resolutions, needed for complex organizational changes

4. Delegation of Authority: Authorization for specific persons to implement decisions, used when external actions are required

5. Notice Waiver: Explicit waiver of formal notice requirements, included when timing is urgent

Suggested Schedules

1. Articles of Association: Amended articles if the resolution involves changes to the company's articles

2. Board Composition: Details of new board members if the resolution involves board changes

3. Share Capital Documentation: Details of capital changes if the resolution involves share capital modifications

4. Financial Statements: Annual accounts if the resolution involves their approval

5. Supporting Documents: Any additional documentation referenced in or supporting the resolutions

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















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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Construction

Hospitality

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Management

Finance

Administrative

Board of Directors

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Director

Corporate Secretary

Legal Counsel

General Counsel

Chief Financial Officer

Compliance Officer

Corporate Governance Officer

Board Member

Managing Director

Company Owner

Shareholder Relations Manager

Corporate Attorney

Business Owner

Legal Administrator

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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