Document background
A Shareholders Resolution is a crucial corporate governance document used in Swiss companies to formally document decisions made by shareholders. This document type is required whenever shareholders need to make binding decisions about significant company matters, as prescribed by the Swiss Code of Obligations and the company's articles of association. Shareholders Resolutions are typically needed for major corporate actions such as changing the company's capital structure, appointing or removing board members, approving annual accounts, deciding on dividend distributions, or modifying the articles of association. The document must meet specific formal requirements under Swiss law, including proper documentation of the meeting process, accurate recording of voting results, and appropriate signature requirements. For certain types of resolutions, particularly those involving changes to the company's fundamental structure or requiring registration, the involvement of a notary public and subsequent filing with the Swiss Commercial Register may be necessary.
