Minutes of General Meeting: obligations, drafting and best practices in Switzerland (2025)
The minutes of a general meeting (GM minutes) is among the most important legal documents for a Swiss company. It officially records the discussions and decisions taken by the general meeting (shareholders or partners) and accompanies each key stage of the company’s operations. Drafting the minutes, its content, filing, and communication involve the directors’ responsibility and impact governance, legal compliance, and the security of social decisions.
In this updated article for 2025, Ark Fiduciaire offers you a comprehensive guide covering:
- Legal obligations relating to GM minutes for SA, Sàrl, and self-employed individuals
- Recent legal developments (Code of Obligations, company law)
- Best drafting practices
- Common mistakes to avoid
- Useful documents and sample templates
- Links to official references
1. Why are general meeting minutes indispensable?
GM minutes formalize the decisions made during meetings and serve as essential evidence in case of dispute, tax audit, or business transfer. They also reflect the quality of the company’s governance.
Examples of decisions to record:
- Approval of annual accounts
- Allocation of results
- Appointment or dismissal of directors
- Amendments to articles of association
- Authorization of signatures
2. Legal framework for minutes in Switzerland (2025)
2.1 Requirements for different legal forms?
- SA (Société Anonyme): Art. 702 and 704 of the Code of Obligations (CO) require minutes for each general meeting (ordinary or extraordinary), signed by the chairperson and meeting secretary.
- Sàrl (Limited Liability Company): Art. 804 CO requires minutes for each partners’ meeting, similar to the SA.
- Self-employed and partnerships (SNC, SCS): Fewer obligations, but minutes are recommended for formalizing significant decisions (especially if the business involves several people or partners).
2.2 Minimum legal content (2025 – recent changes)
- Date and place of the meeting
- Attendance (or representation/proxies) of members/voters
- Decisions taken, voting results, any refusals/exclusions
- Signatures (chairperson and secretary – electronic signatures possible under certain conditions)
Point of attention 2025:
Since the revision of SA law (effective from 2023, with widespread application in 2025), the GM can be held physically, electronically, or even in writing (if allowed by the articles of association: Art. 701a CO). The form of the minutes must be adapted to these options (specifying the method and ensuring authenticity).
3. Drafting: methodology, templates, and recommendations
3.1 Basic template (SA/Sàrl)
Minutes of the Ordinary/Extraordinary General Meeting of [Company name]
Date: [DD/MM/YYYY]
Place: [Address or mention "videoconference"]
Present:
- [Name, position]
Excused absentees: [...]
Agenda:
1. [Example: Presentation and approval of accounts]
2. [...]
Proceedings:
- Chairmanship by Mr/Ms [Name]; secretary: [Name]
Brief summary of discussions, decisions, and voting results.
Decisions:
1. [Nature of decision, e.g.: Unanimous approval of 2024 accounts.]
2. [...]
The session is closed at [time].
Signatures:
The Chairperson | The Secretary
(Format can be adapted as needed, see official templates in the source below)
3.2 Tips for effective and enforceable drafting
- Use clear, factual language detailing the content of decisions
- Explicitly mention how the meeting was held (in-person/remote)
- Attach the attendance list (sign-in or proxies)
- In case of contentious points, faithfully record any objections or reservations
- Ensure signature or validation according to statutory and legal requirements
3.3 Filing and distribution
- Keep the minutes at the registered office (paper or secure electronic format)
- Make available to oversight bodies and authorities upon request
- Observe the legal retention period (minimum 10 years)
4. Risks of non-compliance or poor drafting
- Challenge of decisions: Voidance of a poorly documented decision (e.g.: non-compliant dismissal of a director)
- Administrative or criminal sanctions: Fines or mandatory repetition of meetings (e.g., in case of a tax audit)
- Internal conflicts: Complications during shareholder changes, succession, or share transfers
5. Best practices from Ark Fiduciaire
- Prior audit of articles to identify each company’s specific requirements
- Support for drafting, holding, and filing minutes
- Regular updates in line with Swiss legal developments
- Assistance in case of audit or dispute
- Provision of customized, expert-validated templates
6. Official resources and reliable templates
- Code of Obligations, Articles 701-706 and 804 on the official Swiss Confederation portal (see official link)
- GM minutes templates and summary for SA and Sàrl published by Centre Patronal
Conclusion
Professional management of general meeting minutes remains, in 2025, a fundamental asset to ensure legal compliance, decision traceability, and secure corporate governance. The Ark Fiduciaire team supports its clients to secure each step formally—feel free to request an audit or personalized assistance.
Official sources and templates to consult: