Writing General Meeting Minutes in Switzerland (2026)

Keeping proper minutes of a general meeting (GM) is a legal requirement for any SME, sole proprietor, LLC, Ltd, or association in French-speaking Switzerland. Incorrect, incomplete, or unsigned minutes can result in nullified decisions, tax penalties, or banking restrictions. Here’s a practical 2026 guide with examples, errors to avoid, required statements, and practical templates.

1. When and for whom are GM minutes mandatory?

• LLC and Ltd: Minutes are required for every ordinary GM (approval of accounts, allocation of results, election/resignation of governing bodies, etc.) and any extraordinary GM (statute modification, capital increase, etc.).
• Association: Required for every GM under Civil Code Art. 64.
• Sole proprietors/individual businesses: Not legally required but recommended for investments, banking decisions, etc., as management evidence.

2. Mandatory elements in 2026 (LLC/Ltd/associations)

• Date, place, and time of the GM
• Exact list of attendees (present/represented, quorum reached)
• Agenda (official items)
• Decisions made (results of each vote, achieved majorities)
• Mandatory signatures (chair and secretary, possibly a shareholder/member)
• Written form (paper recommended, digital accepted with clear authentication)

Good to know: Since January 1, 2023, minutes signed electronically with an approved system (e.g., Swisscom Trust Services, Adobe Sign linked to SwissID) are accepted in most cantons.

3. Steps to prepare compliant GM minutes

1. Prepare a standard template adapted to the structure:
   • Accurate title, state LLC/Ltd/Association, year
2. Fill in invitation and attendance information
3. Describe each agenda item and a brief summary of discussions (avoid unnecessary comments)
4. State the outcome of decisions, exact majority (e.g., 4 in favor, 1 against, 0 abstentions, decision passed)
5. Add required signatures, signature date, and keep the original for at least 10 years (Art. 958f CO)

4. Common mistakes to avoid

• Missing chair or secretary signature
• Confusing GM minutes with the management report (less detailed)
• Editing minutes afterwards without traceability
• Missing vote or majority information (to correct)
• Not preserving minutes for 10 years (fiscal/audit risk)
• Using an English or unsuitable template for Swiss legal structure

Example of a statement not to forget: “The audit report is presented and the meeting unanimously approves the annual accounts for the 2025 fiscal year.”

5. Sample GM minutes template (LLC)

Company: [LLC Name]
Date: 04.04.2026
Location: Geneva
Present/represented: [Name, number of shares]
Quorum: Reached

**Agenda:**
1. Approval of 2025 accounts
2. Allocation of result
3. Appointment of auditor
4. Miscellaneous

Decisions:
1. The 2025 annual accounts are unanimously approved (100 shares).
2. The net result is allocated to legal reserves.
3. [Name] is appointed auditor for 2026.

Signatures:
Chair: ________           Secretary: _________
Date: 04.04.2026

To be kept in signed form. For electronic signature: specify the method used and keep proof (SwissID, Adobe Sign, etc.).

6. Frequently asked questions and practical tips

• When to use electronic minutes? To facilitate archiving and for remote decisions, especially in multi-site SMEs.
• Can an action plan be added? Yes, as an annex, never in the main body to maintain the minutes’ legal form.

7. Official resources & updated templates

• Federal guidelines, sample minutes to adapt to each structure
• Legal retention and cantonal advice (Geneva, Vaud, Neuchâtel)

This 2026 practical guide helps you avoid legal pitfalls and ensure your meetings’ validity. For personalized support or minutes review, our Ark Fiduciaire team provides assistance and cantonal templates.

For further information

• Find all requirements and official templates on the Swiss Confederation website (SECO) and the SME-Admin portal (admin.ch).
• Need an audit or to tailor your practices? Contact the Ark Fiduciaire specialists, Geneva.