Vectra Advisors are your first choice for a virtual general assembly, ensuring that everything is prepared for a successful AGM. Our LAWYERS+ will support you in an uncomplicated and pragmatic way with any request. Get in touch with us to get started!
With our comprehensive legal support services for organizing a virtual annual general meeting of shareholders (AGM) in Switzerland, we assist you every step of the way to make your virtual AGM legally compliant and efficient.
Vectra Advisors are among the few legal experts in Switzerland who already have experience in organizing virtual AGMs for major Swiss companies. From crafting the entire compliant legal framework for the AGM, to drafting the invitations, coordinating with various service providers and internal teams, as well as writing the scenarios and scripts for the speakers, we ensure that your virtual AGM meets all legal requirements and that preparations are as stress-free as possible.
Why hold a virtual AGM?
A virtual AGM enhances corporate governance, allowing shareholders to participate remotely via video conferencing or a secure virtual event platform. The Covid-19 pandemic accelerated not only virtual meetings and conferencing but also the adoption of virtual AGMs, making them an essential alternative to traditional in-person meetings. Hybrid AGMs have also emerged as a way to enjoy the best of both worlds, combining physical and digital participation.
Here’s a list of benefits of a virtual AGM:
- Increased accessibility: Enables a broader shareholder base to participate from anywhere in the world.
- Efficiency and cost savings: Reduces logistics expenses and the need for travel compared to an in-person AGM.
- Enhanced security measures: Protects sensitive information with encryption and compliance protocols.
What you can expect:
Comprehensive advice
At a kick-off meeting or on a video call, we explain the most important elements of a virtual AGM.
Legally compliant documents
We draft all the necessary legal documents and support your internal and external teams during the AGM, based on your needs.
Individual support
We guide you step by step through the entire process until the successful completion of the virtual AGM.
Clear pricing
We usually work based on an individually agreed daily rate – so that the costs are transparent and easy to budget.
How long does it take?
Who is it aimed at?
What is achieved?
How can Vectra Advisors help?
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FAQ: Frequently asked questions about virtual annual general meetings
A virtual AGM takes place entirely in the virtual space, i.e. it is fully held online without a physical meeting location. The participation and decision-making of the shareholders takes place via electronic channels. A hybrid AGM, on the other hand, combines a physical and a virtual participation option, so that shareholders can flexibly decide whether to participate in the AGM physically or digitally. Of course, our legal experts can also provide support for a hybrid AGM.
Yes, since the revision of the Swiss corporate law, which entered into force on January 1, 2023, it is permissible to hold annual general meetings in virtual form, provided that this is foreseen in the company’s articles of incorporation. According to Art. 701d para. 2 SCO, a company can hold a virtual AGM without a venue.
Virtual general meetings are governed by the following legal provisions:
- Art. 701c CO: Allows for an AGM without a venue if the articles of incorporation provide for it.
- Art. 701d CO: Requirements for virtual AGMs, in particular regarding technical means.
- Art. 701e CO: Provisions to ensure decision-making and the passing of resolutions in digital form.
- Art. 701f OR: Provisions in the event of technical problems.
In addition, the basic provisions of Swiss law for holding a shareholderes’ meeting also apply to virtual AGMs.
The company must ensure that:
- Participation in the AGM and voting are carried out via a flawless digital system.
- The shareholders’ decision-making process is ensured via direct voting or other electronic channels.
- Voting rights and instructions are recorded clearly and securely via digital platforms.
- Technical problems that could prevent the AGM from being conducted properly are avoided.
If serious technical problems arise during the virtual AGM such that the AGM cannot be conducted properly, the Board of Directors must decide whether to repeat or postpone it. According to Art. 701d of the Swiss Code of Obligations, it must be ensured that the voting results are recorded in a legally valid manner.
For listed companies, it is mandatory that the AGM appoints an independent proxy. This ensures that all participating shareholders can cast their votes. The independent proxy ensures the transparency of the decision-making process.
- The meeting must be convened in accordance with Articles 699 and 700 of the Swiss Code of Obligations (CO) and the company’s articles of incorporation.
- Shareholders must be informed of the form of the AGM (virtual, hybrid or physical) at least 20 days before the meeting.
- If a virtual or hybrid AGM is held, the technical details for participation must be included in the invitation.
- Flexibility: Shareholders can participate regardless of their location.
- Efficiency: Electronic channels enable resolutions to be passed quickly.
- Increased participation: More shareholders can participate without having to travel to a specific location.
- Cost savings: No rental costs for a physical meeting venue; other costs are also usually lower.
- Sustainability: Lower resource consumption, less waste and less travel.
- Compliance with legal requirements for resolutions passed at virtual general meetings to be valid.
- Ensuring that shareholders can be identified in the digital space.
- Technical dependency: outages or cyberattacks can prevent the AGM from running properly.
In Switzerland, there are a few large companies and listed companies that have already held a virtual AGM. However, Swiss companies are only just beginning to explore the possibilities of virtual AGMs.
