COVID-19 Interim Regulations for Shareholder Meetings in Switzerland
10 May, 2020
Due to the COVID-19 crisis, the Swiss Federal council has implemented protective regulations related to the holding of shareholders’ meetings. The following main points are valid until 30 June 2020.
According to the Swiss Code of Obligations (CO), the social rights of the shareholders must be exercised in the shareholders’ meetings. The physical presence of the shareholders, their representatives or institutional representatives at the shareholders’ meetings is required for all companies under the form of an Ltd. Current law does not, in principle, allow meetings held in electronic form.
Due to the Covid-19 emergency, shareholders’ meetings with a physical presence are forbidden. However, until 30 June 2020, companies are allowed to organize a GA shareholders’ meetings without the physical presence of the shareholders; shareholders can exercise their rights in writing or electronic form or through an independent representative designated by the organizer.
The companies must communicate this method related to maintaining the shareholders’ meetings in writing or electronic form at the latest four days before the meeting. The shareholders can also adopt decisions in this manner that generally require the form of the public deed.
Further, the following must continue to be present: a president, a secretary and, if applicable, the independent representative, the representative of the auditor and a notary (in case of resolutions that require a public act). The representative of the auditor can also participate electronically, provided that identification is guaranteed.
If a company still wishes to maintain the shareholders’ meetings with the physical presence of the participants, specific authorization must be requested from the canton.
The same principles also apply to other corporate forms. With an LLC, provided that no quota holder requests an oral discussion, under current law, decisions can already be made in writing.
BOARD OF DIRECTORS’ MEETINGS
Board meetings are not explicitly subject to measures by the Federal Council.
The rules in force hold that, unlike the shareholders’ meetings, there is a legal basis for holding such meetings in the form of written nods or electronic form.