A general meeting brings a company’s owners together to make decisions reserved to them by law and the articles of association. In a Swiss company limited by shares (SA/AG), the shareholders’ general meeting is the supreme governing body under Article 698 CO. In a limited liability company (Sàrl/GmbH, or LLC), this role belongs to the members’ general meeting under Article 804 CO. It approves the accounts, decides how profits are used and makes the appointments within its powers.
Have you finalised the accounts and now want to pay a dividend? The decision must still be taken by the right body, with participants’ rights respected and the resolution recorded in minutes. These steps also apply to a company with a single owner.
Key points
- Both an SA/AG and an LLC must hold their ordinary annual general meeting within six months of the financial year-end.
- The standard notice period is twenty days. An LLC’s articles may reduce it to a minimum of ten days.
- Prepare the accounts, any required audit report and the proposed resolutions before the decisions are taken.
- A universal meeting or written resolutions can simplify the process if the legal conditions are met.
- The minutes and subsequent formalities matter just as much as the meeting itself.
What does the general meeting do?
An SA/AG holds a shareholders’ general meeting; an LLC holds a members’ general meeting. In French-speaking Switzerland, both are commonly called an “AG”, short for assemblée générale. This should not be confused with the German abbreviation AG for a company limited by shares.
The meeting decides on matters such as approving annual accounts, allocating profits, making specified appointments and amending the articles. Its precise powers come from the law and the articles.
It does not replace the SA/AG’s board of directors or the LLC’s managing directors in their own areas of responsibility. Being the supreme governing body does not mean it can take over every management duty or release directors from their statutory obligations.
The ordinary meeting deals with annual business. An extraordinary meeting can be held when a decision cannot wait, such as an amendment to the articles or a change of director. Calling a meeting extraordinary does not remove the notice and voting requirements.
Extraordinary general meetings: who can request one?
An extraordinary meeting allows decisions between annual meetings, for example to replace a director or amend the articles. The board can call one when necessary; an LLC’s managing directors perform that role.
In an unlisted SA/AG, shareholders holding at least 10% of the share capital or votes can request a meeting. They must submit a written request setting out the agenda items and proposed resolutions. If the board does not act within a reasonable time, and at the latest within 60 days, they may ask the court to order the meeting. The threshold for listed companies is 5%. The right to request a meeting applies by analogy to LLC members under Article 805 CO.
An extraordinary meeting still follows the applicable notice and voting rules. Urgency alone does not eliminate notice periods. Universal meetings and written resolutions have their own conditions, explained below.
Build the annual meeting timetable
For a 31 December year-end, the ordinary annual meeting must take place within the following six months, so by the end of June. Work backwards: finalise the accounts, arrange any audit, prepare proposals, make documents available and issue the notice.
| Requirement | SA/AG | LLC |
|---|---|---|
| Body normally calling the meeting | Board of directors | Managing directors |
| Annual ordinary meeting | Within six months of year-end | Within six months of year-end |
| Notice | At least twenty days before the meeting | Twenty days; the articles may reduce this to no less than ten days |
| Rules to check | Law and articles of association | Law, articles and provisions applying SA/AG rules by analogy |
For an SA/AG, the annual report and audit reports must be accessible to shareholders at least twenty days before the meeting. Arrange access expressly. Do not assume it exists simply because the accountant holds the documents.
If you are behind schedule, regularise the situation. Do not backdate minutes to suggest a meeting took place before the decisions were actually made.
Example timetable: a meeting on 25 June 2027
For accounts ending on 31 December 2026, this working timetable leaves some margin before the six-month deadline. The preparation dates below are practical suggestions, not additional statutory deadlines.
| When | What to do |
|---|---|
| March–April | Finalise the accounts and resolve questions with the accountant and, where required, auditor |
| Before 25 May | Settle the proposals, check appointments due for renewal and prepare the documents |
| Around 25 May | Send the notice and make the required documents available, respecting the applicable delivery method and notice periods |
| 25 June | Check attendance and proxies, vote on each item and record the results |
| After the meeting | Sign the minutes, implement resolutions and complete any commercial register filings |
Prepare the agenda and supporting documents
What should the meeting notice contain?
- The date, time, format and location, together with arrangements for remote participation if offered.
- Every agenda item.
- Proposals from the board or managing directors and any shareholder or member proposals that must be communicated under the law.
- Where applicable, the independent proxy’s name and address.
- Instructions for accessing the accounts and required reports and submitting a proxy.
Use the communication method required by the articles and retain evidence of dispatch. Draft proposals precisely enough for everyone to know what they will be voting on.
A useful agenda identifies the actual decisions. “Any other business” is not an unrestricted opportunity to decide important matters without prior notice. The law provides specific exceptions, but they do not justify vague preparation.
For an SME’s annual meeting, the file may include:
- The annual accounts submitted for approval and other required reports.
- The statutory auditor’s report if an audit is required.
- The proposed allocation of profits.
- Planned elections or re-elections.
- A proposal to discharge directors from liability, if on the agenda.
- The exact wording of other resolutions, particularly amendments to the articles.
Add the list of owners, their voting rights and any proxies. Preference shares, voting restrictions or a usufruct may need particular attention.
Check the dividend separately
An accounting profit is not necessarily distributable in full. Review carried-forward losses, reserves, statutory restrictions and the proposed allocation. Also check cash availability: a legally permitted dividend can still be a poor business decision if it compromises upcoming payments.
The minutes should specify the gross dividend and its due date. For an ordinary dividend subject to Swiss withholding tax, the company generally deducts 35% and pays it to the Federal Tax Administration (FTA) within 30 days after the dividend becomes due. Use form 103 for an SA/AG or form 110 for an LLC. A notification procedure can replace payment in cases provided by law; do not assume it applies to every distribution.
Example: a gross dividend of CHF 10,000 subject to withholding results in CHF 6,500 paid to the recipient and CHF 3,500 to the FTA. Any refund claim by the recipient is a separate process.
If an audit is required
The audit report must be available before the accounts are approved and profits allocated. Article 731 CO makes those resolutions void if the required report is missing. Even unanimous agreement between the owners does not make it optional.
For an ordinary audit, the auditor must attend the general meeting unless the meeting unanimously waives attendance. Our guide to statutory auditors in Switzerland explains the role and appointment requirements; the limited audit guide covers the applicable thresholds and opting-out.
A meeting, a universal meeting or written resolutions?
Universal meetings
If all shares or ownership interests are represented and nobody objects to this procedure, a universal meeting can be held without observing the ordinary notice requirements. Those conditions must remain satisfied throughout the relevant deliberations.
Everyone being represented does not mean every resolution must be unanimous. The applicable voting majorities still govern each decision. Conversely, having “almost everyone” present is not enough for a universal meeting.
Written or electronic resolutions
Swiss SA/AG law permits resolutions on paper or electronically without ordinary meeting notice formalities, unless a shareholder or their representative requests discussion. The arrangement applies by analogy to LLCs.
Distinguish voting against a proposal from requesting discussion. A negative vote does not automatically invalidate the written procedure. A request for discussion prevents that item being decided through this simplified route under the statutory conditions.
Make sure participants receive the full proposed text, votes can be attributed to the right people and the result is documented. A disorganised chain of emails is a poor substitute for a clear resolution file.
Companies with a single owner
The sole owner must still make the necessary decisions: approve accounts, allocate profits and document relevant appointments. Simple ownership makes the process easier; it does not remove the company’s governing bodies.
Organising a remote general meeting
A hybrid meeting has a physical venue and allows some participants to exercise their rights remotely. A virtual meeting takes place entirely electronically, without a physical venue.
An SA/AG needs a basis in its articles to hold a virtual meeting. An independent proxy is also required, with the possibility for an unlisted company’s articles to provide for dispensing with that appointment. Meetings abroad follow separate conditions, including statutory authority and their own independent-proxy rules.
The provisions on meeting location and electronic media apply by analogy to LLCs. Check the articles before assuming a video-conference link is sufficient. See also our guide to the Swiss company law reform.
The arrangements must identify participants, transmit contributions live, allow motions and debate, and ensure reliable voting. If technical problems prevent a legally compliant meeting, it must be called again. Resolutions taken before the problems arose remain valid.
Apply the correct voting majority
For ordinary resolutions, the statutory starting point is generally an absolute majority of the votes represented, subject to the articles and special rules. That means more than half of the relevant voting base, not merely more “yes” votes than “no” votes.
Example: with 100 votes represented, 45 in favour, 35 against and 20 abstentions do not pass the resolution under this rule. At least 51 votes in favour are needed. Count voting rights, not people around the table.
Important decisions can require a double majority. For the matters listed in Article 704 CO, an SA/AG needs at least two-thirds of the votes attached to represented shares and a majority of the nominal values represented.
For the relevant LLC decisions, Article 808b CO requires at least two-thirds of the votes represented and an absolute majority of the share capital for which voting rights may be exercised. The second part is therefore different from the SA/AG rule.
Example. Two ordinary LLC members hold 60% and 40% and both attend. The first may have enough votes for certain ordinary resolutions. A 60% holding alone does not meet a two-thirds requirement for a qualified-majority resolution.
Also check the chair’s casting vote. For an SA/AG it requires a provision in the articles. For an LLC it is provided by law unless the articles state otherwise. It does not override every qualified-majority requirement.
Some decisions exclude particular voters. People involved in management cannot vote on their own discharge under the applicable rules. Preparing the calculations before the meeting avoids discovering these issues during the vote.
When splitting equity between founders, consider the voting power that each allocation creates under the legal and statutory majorities.
Record the minutes and implement the resolutions
Minutes should show who participated, in what format, with which rights and what was decided. They record the date, start and end times, format and venue, represented shares or interests, resolutions and elections, requests for information and responses, statements requested for the record and significant technical problems.
The chair and minute-taker sign the minutes. In an SA/AG, any shareholder may request that they be made available within thirty days after the meeting.
Do more than write “the accounts are accepted”. Identify the year and documents. For an election, name the person and term of office. For a distribution, provide the details needed to execute it.
Some resolutions require a public deed and commercial register entry, particularly amendments to the articles. Arrange the notary and filing documents. An oral agreement between owners does not replace these formalities.
An example resolution to adapt
Approval of annual accounts. The accounts for the financial year ended 31 December 2026, attached to these minutes, are submitted to a vote. Of 100 votes represented and entitled to vote on this item: 100 in favour, 0 against, 0 abstentions. The annual accounts are approved.
Draft a separate resolution allocating the result, specifying the amounts transferred to reserves, carried forward or distributed. This example illustrates one decision. It does not replace complete minutes, verification of voting rights or the required supporting documents.
Depending on the resolutions, prepare the documents to register a director or manager or transfer LLC capital contributions.
Annual general meeting minutes template for a Swiss SME
Copy this outline into your document and replace the bracketed instructions. It is intended for a straightforward annual meeting. Add the actual agenda items. Amendments to the articles require the corresponding notarial formalities.
Minutes — [company name, legal form and registered office]
Meeting: [date], from [time] to [time], [venue and meeting format]. Chair: [name]. Minute-taker: [name].
1. Constitution of the meeting. The attendance list and proxies are attached. [Number] shares or interests are represented, corresponding to [amount] of capital and [number] votes. The chair records [the notice method, date and compliance with applicable requirements; or fulfilment of the universal meeting conditions]. Voting exclusions are identified for each relevant item.
2. Annual accounts. The accounts for the year ended [date], together with [required reports], are presented. Proposal: approve the accounts. Result: [in favour], [against], [abstentions], out of [voting base]. Resolution: [adopted or rejected].
3. Allocation of the result. Profit or loss carried forward: [CHF]; result for the year: [CHF]. Proposal: [allocation to reserves, balance carried forward and any gross dividend, with its due date]. Voting result and resolution: [complete]. The amounts must agree with the accounts and distribution rules.
4. Elections and other notified business. For each appointment: [person, role, term, acceptance, voting result and resolution]. For discharge, if on the agenda: [beneficiaries, people excluded from voting, result and resolution].
5. Matters and incidents to record. [Requests for information and answers; statements requested for the minutes; significant technical problems; other entries required in the circumstances.]
6. Implementation. [Person responsible and deadline for commercial register filings, payments, withholding tax and document retention.]
Attachments: [attendance list, proxies, accounts, reports, proposals and other supporting documents]. Signatures: chair [signature]; minute-taker [signature].
Complete voting results after the votes and remove inapplicable sections. The minutes must reflect what actually happened. Do not invent attendance or backdate decisions.
Watch the video
Understand where the general meeting fits into the organisation of a Swiss company limited by shares:
How a Swiss SA is organised
Romain Prieur explains the roles of shareholders, the general meeting and the board of directors. This video is in French.
Explore the Entreprendre en Suisse avec Sarah et Romain channel →
Make decisions clear and traceable
A well-prepared general meeting can remain simple, especially in a small company. Have the right documents, respect participants’ rights and keep an accurate record of decisions.
Start planning from the accounting close, then coordinate the audit, notice, meeting and follow-up formalities. Entreprendre.ch can help with company changes and register filings.
Frequently asked questions
Must an LLC also hold its annual meeting within six months?
Yes. Article 805 CO sets that deadline for the ordinary members’ general meeting, just as SA/AG law does for the ordinary shareholders’ general meeting.
Can we decide any matter under “any other business”?
No. Resolutions generally concern properly notified agenda items, subject to statutory exceptions and the conditions for a universal meeting.
Must every participant vote in favour at a universal meeting?
Not necessarily. A universal meeting requires all shares or interests to be represented and no objection to that meeting procedure. The applicable voting majorities still govern the resolutions.
Can a shareholder block a written resolution by voting against it?
A negative vote counts towards the result under the applicable voting rules. It is different from a request for discussion, which prevents the matter proceeding through that simplified written route.
Is a video call enough for a valid virtual general meeting?
No. Check the statutory authority, representation rules and arrangements ensuring participants’ identity, participation and reliable voting.
Are minutes needed when there is only one owner?
Decisions must still be documented. A sole owner should distinguish decisions made as shareholder or member from actions taken as managing director or board member.
What does “AG” mean in French Swiss company documents?
In a meeting context, AG means assemblée générale, or general meeting. It brings together an SA’s shareholders or an LLC’s members to make decisions reserved to the owners, such as approving accounts and allocating profits. In German, AG also abbreviates Aktiengesellschaft, the legal form corresponding to a French SA.
Sources and references
- Swiss Code of Obligations — English: Articles 698–706, 731, 804–808c and 818.
- Federal Tax Administration: withholding tax declarations and forms 103 and 110 — French.
- Federal Commercial Registry Office: company law guidance — French.
Last editorial review: 5 November 2026. Examples concern ordinary companies without additional special provisions. The official-language texts of Swiss legislation are authoritative.
Romain Prieur is a Swiss Certified Public Accountant and founder of Entreprendre.ch. With more than ten years of experience in audit and business advisory in Switzerland, he advises entrepreneurs on company formation, accounting and tax.
