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.
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1. Title and Date: Formal title of the document including company name, document type (Shareholders Resolution), and date of the resolution
2. Company Details: Full legal name of the company, registration number, registered office address
3. Meeting Details: Type of meeting (ordinary/extraordinary), location, time, and method of conducting the meeting (in-person/virtual)
4. Attendance and Quorum: List of shareholders present or represented, confirmation of meeting quorum, and voting rights represented
5. Chairperson and Secretary: Identification of the meeting's chairperson and secretary
6. Agenda Items: List of all matters to be decided upon as previously communicated to shareholders
7. Resolutions: Detailed description of each resolution passed, including exact wording and voting results
8. Signatures: Space for required signatures (typically chairperson and secretary)
1. Preamble: Background information explaining the context and reasons for the resolutions, used when complex decisions require additional context
2. Deliberations: Summary of key discussions, used when important points of debate need to be recorded
3. Dissenting Opinions: Record of any formal objections or dissenting votes, included when shareholders specifically request their opposition to be recorded
4. Implementation Instructions: Specific directions for implementing the resolutions, included when resolutions require complex implementation steps
5. Conditions Precedent: Any conditions that must be met before the resolutions become effective, included when resolutions are contingent on external factors
1. Attendance List: Detailed list of all attending shareholders with their respective shareholdings and voting rights
2. Voting Results: Detailed breakdown of votes for each resolution
3. Powers of Attorney: Copies of valid powers of attorney for represented shareholders
4. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, valuation reports)
5. Amended Articles of Association: If the resolutions include changes to the articles of association, the new version is attached
6. Notice of Meeting: Copy of the meeting notice and proof of its proper distribution
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