Document background
A Shareholder Special Resolution is a crucial corporate governance document used in Switzerland when companies need to implement fundamental changes that require approval by a qualified majority of shareholders. This document type is specifically required under Swiss law when dealing with matters outlined in Article 704 of the Swiss Code of Obligations, such as changing the company's purpose, introducing restricted transferability of shares, or approving mergers. The resolution must be passed at a properly convened shareholders' meeting and requires a two-thirds majority of the voting rights represented and an absolute majority of the nominal value of shares represented. The document includes detailed information about the meeting, attendees, voting results, and the specific resolutions being passed. It often requires registration with the Swiss Commercial Register and may need notarization depending on the subject matter. The format and content of a Shareholder Special Resolution must comply with Swiss legal requirements to ensure its validity and enforceability.
