Mastering the Management of Minutes and General Meetings in SMEs in Geneva in 2025: Challenges, Obligations, and Practical Solutions
Introduction
The drafting and proper maintenance of minutes from general meetings (GM) and board meetings are essential for compliance and governance in SMEs in Geneva. In 2025, changes in Swiss corporate law and digitization have reinforced these requirements. Rigorous management, combined with appropriate tools, ensures the legality of decisions while reducing the risk of litigation or sanctions.
In this article, Ark Fiduciaire guides you through the key steps to ensure flawless management of your minutes and GMs, the legal obligations for 2025, available digital solutions, and best practices tailored to the size and structure of your SME.
1. Why is Managing Minutes and GMs Strategic for SMEs?
- Securing governance: evidence in case of disputes, traceability of decisions, strategic management.
- Complying with recent legal frameworks: compliance with new requirements of the Code of Obligations (revision 2023 and 2025 updates).
- Anticipating fiscal and administrative risks: avoiding fines or challenges to key decisions by authorities or stakeholders.
2. Legal Obligations in 2025 for SMEs in Geneva
2.1. Minutes of General Meetings
The Code of Obligations (CO, art. 702 ff) requires that each GM has a dated, signed, and detailed set of minutes, including:
- The decisions adopted
- The outcome of the votes
- The participants
- Any disputes raised
2.2. Retention and Accessibility
- Minutes must be kept at the company’s headquarters for at least 10 years, accessible to shareholders and authorities.
- Digitization is possible under conditions (integrity, accessibility, electronic signature in accordance with the Law on Electronic Signatures - SCSE).
Official reference: Swiss Code of Obligations, art. 702 ff, admin.ch
2.3. Geneva-specific Features and Fiscal Particularities
- Take Geneva-specific requirements into account for SMEs with variable capital, family businesses or mixed companies.
- Notice periods, electronic transmission, and compliant archiving.
3. Formalism: Essential Elements of Compliant Minutes in 2025
- Date, place, identification of participants (onsite, remote, proxies)
- Agenda communicated beforehand and agreed upon
- Presentation of deliberated points and decisions made
- Signatures of the board or committee members
- New possibilities for digitizing official documents (subject to authenticity and non-repudiation)
4. Process Optimization: Available Tools and Solutions
4.1. Specialized Software for SMEs and the Self-employed
- Integration of tools such as Odoo, DSwiss, Sherpany, BoardRoom, or swissdec.
- Management of notices, electronic signatures (SwissID, TrustID), secure cloud archiving, automated workflows for resolution approval.
4.2. Practical Deployment:
- Initial audit of existing practices
- Selection of a solution appropriate to the size and complexity of the SME
- Training for administrators, financial officers, secretaries
- Implementation of an official GM calendar and verification of legal deadlines
4.3. Partial or Full Outsourcing of General Secretariat
- Delegation to external fiduciary experts, such as Ark Fiduciaire, for management, compliance, and secure archiving.
- Benefits: reduction of legal risks, time savings, greater credibility during audits or investor inquiries.
5. Practical Cases and Common Mistakes to Avoid
Case 1: Lack of Details on a Controversial Resolution
Problem: Decision challenged due to missing minutes of arguments during the meeting. Solution: Always detail the essentials of discussions and objections.
Case 2: Loss of a GM Minute Not Digitally Archived
Problem: Request from tax or judicial authorities regarding an old decision. Solution: Split digitization (secure Swiss cloud + physical archives).
Case 3: Non-compliance with Notice or Missing Signature
Problem: Risk of nullity of decisions or non-opposability to third parties. Solution: Systematic check of procedure compliance, pre-GM checklist.
6. Bonus: Digitization, Artificial Intelligence, and Governance in 2025
- Use of AI solutions for assisted drafting and automatic analysis of decisions
- Integration into ERPs (e.g.: Odoo) for HR, administrative and legal workflows
- Automatic deadline checks and alerts for legal obligations
7. How Can Ark Fiduciaire Support You?
- Personalized assessment
- Implementation of pragmatic, compliant, and secure solutions
- Outsourcing or occasional support during annual GMs
- Training and awareness for your team
Conclusion
Professional management of minutes and general meetings is a key leverage for the security and development of your SME in Geneva. Digital evolution combined with tailored support helps preserve compliance and peace of mind.
Contact Ark Fiduciaire for an audit or personalized setup of your governance management solutions.