Partial revision of Swiss company law: Alternative procedural forms for general meetings of stock corporations

By Land Law

In addition to the classic variant of holding general meetings of Swiss stock corporations with the physical presence of shareholders and shareholder representatives at a single meeting venue or at several meeting venues (Art. 701a para. 1 CO) in Switzerland or abroad (Art. 701b CO), Swiss stock corporation law regulates with effect from January 1, 2023 – in addition to various other revision items – the requirements and conditions for holding a shareholders’ meeting as a purely virtual general meeting without a physical meeting location (Art. 701d CO) as well as the hybrid general meeting, in which shareholders can exercise their shareholder rights, in particular the right to vote on shares, either at the meeting location or by electronic means (Art. 701c CO).

The amended provisions of the Swiss company law, which were adopted by both chambers of the Swiss Parliament on June 19, 2020, are largely in line with the relevant law of the European Community (EU) pursuant to the DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of July 11, 2007 on the exercise of certain rights of shareholders in listed companies.