Annual general meeting of a Swiss SA or LLC: decisions and minutes template

What is the annual meeting for, and when must it take place?

Imagine your accountant handing you the year’s accounts: they show what the company owns, what it owes and whether its activities made a profit or a loss. Those figures help you prepare decisions, but they do not make the decisions for you. Preparing the accounts and approving them are two different steps. Preparation is the responsibility of the board of directors in an SA and the managing directors in an LLC. The owners then meet to decide whether to approve the accounts and how to use the profit or address a loss.

In an SA, the owners are shareholders; in an LLC, they are members. The relevant meeting is therefore the general meeting of shareholders in the first case and the members’ meeting in the second. Even if you are both the sole owner and the person managing the company, these roles must be kept distinct and decisions recorded. Our article on the responsibilities of a Swiss LLC’s managing director explains the difference between owning an interest in a company and running it.

The ordinary annual meeting must take place within six months of the end of the financial year (Art. 699 CO for an SA and Art. 805 CO for an LLC). For a financial year ending on 31 December 2026, the meeting must therefore be held by 30 June 2027. Allow time for the supporting documents and meeting notice when planning your year-end accounting process.

If the deadline has already passed, organise the meeting without backdating the minutes: they must show the actual date. A dispute or accounts that cannot be finalised calls for a specific assessment, rather than a signature added simply to complete the paperwork.

How do you call the meeting and prepare the documents?

The notice should tell each participant what they will be asked to vote on. The board of directors normally calls the meeting in an SA; the managing directors do so in an LLC. Check the articles of association before sending the notice: they set out communication arrangements and may impose additional requirements.

The working file should contain the annual accounts to be approved, the proposal for allocating the profit or dealing with a loss, a list of participants and their voting rights, and any proxies. Include proposals for appointments or reappointments where needed. An “any other business” item should not be used to slip through an important decision that participants have had no opportunity to prepare for.

What if all the owners are present?

A universal meeting can take place without the ordinary notice formalities: all shares in an SA, or all membership interests in an LLC, must be represented and no one may object. Full representation must continue throughout the discussions and decisions. Record these conditions in the minutes (Art. 701 CO and Art. 805 CO).

The law also allows written resolutions, on paper or electronically, provided that no shareholder, member or representative requests a discussion. Everyone must be able to participate, and the responses must be retained; silence in an email thread is not a vote in favour. You still need to check voting rights and the required majorities. This procedure is different from a virtual meeting, which has its own conditions. The template below is intended for a straightforward annual meeting attended in person by the participants or their representatives.

Sole shareholder or member: which formalities can be simplified?

If you are the sole owner of your SA or LLC, organising the meeting can be much simpler. You can hold a universal meeting without sending yourself a notice or observing the ordinary notice period. You can also adopt written resolutions under the rules explained above (Art. 701 CO and Art. 805 CO). For a small company that you run on your own, this avoids unnecessarily cumbersome arrangements.

In practice, once the accounts are ready, review them and formally record their approval and the allocation of the profit: amounts retained in the company, allocations to reserves and any dividend. Use the relevant parts of the template below to prepare dated and signed minutes reflecting the decisions actually made, then keep them with the approved accounts. This record makes it possible to establish what was decided, particularly if you pay yourself a dividend.

Sole ownership does not remove the need for annual decisions and a written record. The six-month deadline and any audit requirements still apply. If you manage the company yourself, you cannot grant yourself discharge from liability. These rules concern SAs and LLCs; a sole proprietorship does not hold a company meeting.

Which decisions need to be made?

Approving the accounts: be clear about what is being put to a vote

Present the accounts for the relevant financial year and answer questions before asking for approval. The minutes must identify the documents approved, rather than simply state that “the bookkeeping is in order”. Other reports requiring approval, such as the management report or consolidated accounts where applicable, must be dealt with separately (Art. 698 CO and Art. 804 CO).

Where an audit is required, the auditor’s report must be available before the accounts are approved and the use of the profit is decided. Without it, those resolutions are void under Article 731 CO, which also applies to LLCs through Article 818 CO. For an ordinary audit, the auditor must also attend unless the meeting unanimously waives attendance. Waiving attendance does not waive the audit itself. “Opting out” means dispensing with the limited statutory examination, subject to the conditions in Article 727a CO. It cannot be decided retrospectively on the day of the meeting to get around a missing report.

A capital loss can trigger an examination requirement despite an opting-out. If the accounts show a capital loss within the meaning of Article 725a CO, a company without an appointed auditor must, as a rule, have its latest annual accounts examined by a licensed auditor before they are approved. The law provides an exception where an application for a debt restructuring moratorium has been filed. This rule also applies to an LLC (Art. 820 CO). Our article on financial difficulties and action to take before bankruptcy explains the warning signs that require attention.

Allocating the result: deciding what stays in the company and what can be distributed

“Allocating the result” means deciding what happens to the profit, or how a loss is dealt with. You might retain profits to finance the business or distribute some of them to the owners as a dividend. A dividend must come from the profit shown in the balance sheet or reserves created for that purpose; a positive bank balance is not enough. Before deciding on an amount, review any losses brought forward and make the required allocations to reserves. Articles 672 and 675 CO govern these steps and apply to LLCs through Articles 798 and 801 CO.

To see how this works, take a hypothetical LLC with fully paid-up capital of CHF 20,000. It is not a holding company, has no losses brought forward and has CHF 1,000 in statutory reserves. Its articles do not require an additional reserve. Its accounts, including tax charges, show a profit of CHF 40,000 for the year and CHF 10,000 of profit brought forward. The latter represents profits from earlier years that were left in the company, rather than new income earned this year.

In this example, an allocation to the statutory profit reserve is required: 5% of the year’s profit, or CHF 2,000. Statutory reserves then total CHF 3,000, still below half the capital, which is CHF 10,000 here. The members are considering a gross dividend of CHF 30,000.

The CHF 2,000 allocated to the reserve remains part of the company’s equity. This is an accounting allocation, not a compulsory transfer to a separate bank account. The CHF 18,000 carried forward also remains in the company, but under a different equity heading. That distinction is why the minutes need to specify both amounts.

The calculation alone does not establish that the dividend can be paid. Some of the profit may still be tied up in unpaid customer invoices. Check that the company will be able to pay its employees, suppliers and taxes after the distribution. To prepare the withholding tax, returns and payment to the recipient, see our article on distributing and taxing dividends in Switzerland. The amount approved in the minutes should be clearly identified as gross, with its due date.

Granting discharge: a separate vote from approving the accounts

Granting discharge means approving past management with an effect on certain liability claims. Under Article 758 CO, that effect concerns facts disclosed to the meeting; it does not remove liability for facts that remained concealed. Anyone who has taken part in managing the company is excluded from the vote on discharge (Art. 695 CO and Art. 806a CO).

For example, if an LLC is owned by two members who both manage the business, do not automatically write “discharge granted unanimously”. First identify the people excluded from voting and the eligible votes. If none remain, record that situation without inventing a resolution. Also include any elections or reappointments needed in light of the actual terms of office.

Minutes template: a framework to complete, not a document to sign unchanged

Select the wording that applies to your company, fill in each amount and remove unnecessary options. For an SA, use “shareholders” and “general meeting”; for an LLC, use “members” and “members’ meeting”. The number of votes is not necessarily the number of people: check the shares or membership interests, the articles and the applicable majority before each vote (Art. 703 CO and Art. 808 CO).

Voting example: an LLC has 100 votes represented and eligible to vote on an ordinary resolution, with no special rule in its articles. At least 51 votes in favour are needed. With 50 in favour, 40 against and 10 abstentions, the proposal is not adopted: the votes in favour must exceed half of the 100 votes represented. That is why abstentions must be recorded, rather than merely comparing votes for and against.

In the earlier example, item 3 would record CHF 40,000 of profit for the year, CHF 10,000 brought forward, CHF 2,000 allocated to reserves, a gross dividend of CHF 30,000 and CHF 18,000 carried forward. The due date, allocation among members and actual voting result would still need to be specified: figures from an example can never replace your meeting’s decision.

Check the minutes before signing them

Someone who was absent should be able to understand what was decided, which documents were considered and how the votes were cast. Minutes are not a transcript of every exchange, but they must contain the information required by Article 702 CO, which applies to LLCs by analogy: constitution of the meeting, resolutions and elections, requests for information and answers, statements to be recorded and significant technical problems.

Start by checking the amounts, dates and voting results. Then make sure the accounts attached are the version that was approved. If the accounts change after the meeting, do not quietly replace the attachment: consider which decisions need to be revisited and retain a record of the different versions.

The minutes must be signed by the chair and the minute-taker. Any shareholder may request that the minutes be made available within 30 days of the meeting; the rules on minutes apply to LLCs by analogy (Art. 702 CO and Art. 805 CO).

What happens after the meeting?

Send the signed minutes to the person responsible for bookkeeping so that the allocation of the result can be recorded. If a dividend has been approved, prepare the tax formalities and payment by the due date. The Federal Tax Administration (FTA) lists form 103 for SAs and form 110 for LLCs in its online withholding tax declaration service (French). Filing, payment and any notification procedure used instead of paying the tax are subject to their own conditions: the minutes do not replace those steps.

Follow up on appointments and any required commercial register entries as well. An amendment to the articles of association of an SA or LLC requires a public deed and an entry in the commercial register (Art. 647 CO and Art. 780 CO). This template does not cover such amendments, capital transactions, restructuring or a disputed meeting.

Keep the minutes, approved accounts, proxies, evidence of the meeting notice and tax documents together. Our article on retaining accounting records will help you organise the file, without applying an automatic destruction date to every corporate document.

Clear decisions, followed by a record that makes them easy to follow

Before sending the meeting notice, gather the accounts to be approved, the auditor’s report where needed and your proposal for allocating the result. You can then draw up a precise agenda and explain what participants are being asked to decide. After the meeting, minutes that accurately reflect the discussions and votes will allow the person responsible for bookkeeping to carry out the decisions without having to guess what was intended.

Frequently asked questions