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Resolution To Appoint A Director Template for Switzerland

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Key Requirements PROMPT example:

Resolution To Appoint A Director

"I need a Resolution to Appoint a Director for our Swiss fintech startup, appointing Dr. Maria Schmidt as a new independent director effective March 1, 2025, with specific mention of her expertise in blockchain technology and compliance with FINMA regulations."

Document background
A Resolution to Appoint a Director is a crucial corporate governance document used when a company needs to formally appoint a new member to its board of directors. Under Swiss law, this resolution must comply with the Swiss Code of Obligations and typically follows either a shareholders' meeting decision or, where permitted, a board decision. The document serves multiple purposes: it formally records the appointment decision, provides necessary information for commercial register filing, and serves as official evidence of the director's appointment. The resolution must include specific details about the appointed director, voting results, and acceptance of the position. It's particularly important in Switzerland due to the strict requirements for commercial register entries and corporate governance documentation.
Suggested Sections

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

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

3. Meeting Details: Type of meeting (e.g., shareholders' meeting, board meeting), location, time, and quorum confirmation

4. Attendees: List of present shareholders/board members and their representing voting rights

5. Chairman and Secretary: Identification of the chairman of the meeting and appointed secretary

6. Proposed Resolution: Clear statement of the proposed appointment, including full details of the director to be appointed

7. Director Details: Full name, date of birth, nationality, residential address, and any other relevant details of the proposed director

8. Voting Results: Record of the votes cast and confirmation of the resolution's passing

9. Confirmation of Acceptance: Statement confirming the proposed director's acceptance of the appointment

10. Signature Block: Space for required signatures (typically chairman and secretary)

Optional Sections

1. Resignation of Previous Director: Include when the appointment is replacing a resigning director

2. Special Powers or Restrictions: Include when the director is being appointed with specific authority limitations or special powers

3. Term of Office: Include when specifying a defined term for the directorship

4. Regulatory Compliance Statement: Include for regulated entities or when specific regulatory requirements must be met

5. Group Company Appointments: Include when the director is being appointed to multiple related entities

6. Remuneration Details: Include if the resolution also covers director compensation arrangements

Suggested Schedules

1. Director's Identification Documents: Copies of passport/ID and proof of address for commercial register filing

2. Director's Declaration: Signed declaration confirming eligibility and acceptance of appointment

3. Commercial Register Forms: Completed registration forms for filing with the commercial register

4. Previous Director's Resignation Letter: If applicable, the formal resignation letter of the departing director

5. Corporate Authorization Matrix: If applicable, updated signing authority and power of representation documentation

Authors

Alex Denne

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

Relevant legal definitions




















Clauses
















Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Energy

Transportation

Telecommunications

Consumer Goods

Insurance

Pharmaceuticals

Construction

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Regulatory Affairs

Administrative Services

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Chairman

Managing Director

Corporate Governance Officer

Director of Legal Affairs

Chief Legal Officer

Board Member

General Counsel

Corporate Secretary

Head of Corporate Affairs

Governance Manager

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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