Speed up your Due Diligence process! 🚀 Request a guided tour of our platform. 

meeting room

Virtual general meeting for Swiss AGs: COVID-19 regulation leads to innovation

April 24, 2020

There are over 100,000 public limited companies in Switzerland, about ten times as many as in Germany or Austria. This type of company is extremely popular and the majority of them are SMEs.

The Swiss Code of Obligations has long laid down the procedure for the annual shareholders general meeting. It must take place physically among shareholders – or their representatives. Those who cannot attend may be represented by proxy. No other options so far exist.

Large group meetings are prohibited in the wake of the Coronavirus crisis. Smaller gatherings are not recommended, even in a professional environment. 

In order to reduce risk the Confederation has now, for the very first time, created the possibility to hold general meetings virtually or digitally. On the basis of COVID 19 Ordinance 2 Art. 6a,  shareholders are no longer obliged to meet in person, but can hold their general meeting digitally.

As a representative of the digital economy, Drooms welcomes this step and offers assistance to SMEs in this regard.

The following should be noted:

  • The rules for timely and formal invitations remain in place.
  • Voting rights may be cast in writing (by letter/email) or otherwise electronically. For example, shareholders can vote orally when participating via video conference. This tends to be recommended for companies with a manageable number of shareholders.
  • The technical prerequisites must function perfectly and be easily accessible so that there is no risk of subsequent contestation.
  • The documents for the general meeting can be made available in various ways. A virtual data room meets all documentation, auditing and data protection requirements.

In summary, the following steps should be taken when SMEs hold their general meetings digitally:

1) The issue of timely and formal invitations

2) Access to documents via a Swiss virtual data room

Although Art. 6a of the regulation speaks of an “optional provision”, it is recommended to follow Art. 6a and to ask shareholders to exercise their voting rights according to one of the above variants – especially if the shareholder group consists of more than five people.

Although Art. 7c para. 2 of the regulation prohibits gatherings of more than five people in public places, it is advisable to follow this instruction also for gatherings of more than five individuals in closed rooms.

The purpose of this order is to prevent people from spreading the virus. However, as this can also happen when more than five people meet in a confined space, it is our opinion that this too should be avoided if possible. If up to five people gather, a distance of two meters must be maintained. 


If a Shareholders General Meeting has already been convened, shareholders must be notified of the procedure for exercising voting rights at least four days before the Shareholders General Meeting. The statutory or statutory periods of notice (generally 20 days) need not be observed. Again, the respective provisions and formal requirements of the Articles of Association must be observed.

If shareholders have not yet been formally invited to the General Meeting, it must be convened in accordance with the legal and statutory deadlines (generally 20 days). The corresponding instructions for exercising voting rights must also be explained.

In both cases, it is advisable to refer to the special provisions set out in the ordinance.

If the date of the Annual General Meeting is after 19 April 2020 but before 30 May 2020, it is nevertheless advisable to comply with the ordinance and exclude personal attendance. Shareholders should be informed that a) the company assumes the regulations will be extended and b) should the situation change before the General Meeting, the required parties will be notified. 

Holding of the Ordinary General Meeting after six months

The legal requirement to hold an ordinary general meeting within six months of the end of the financial year is a regulatory provision. If the Ordinary General Meeting is held in the second half of the year, the General Meeting is still valid, and its decisions cannot be challenged on the grounds of non-compliance with the regulation.

To which companies do the regulations apply?

The special provisions of the regulation concern all companies: public limited liability companies, private limited liability companies, general partnerships, limited partnerships, associations and cooperatives.

Limited liability companies however, based on Art. 805 of the Swiss Code of Obligations, may already by law, pass their shareholders’ resolutions in writing, provided that no shareholder requests oral consultation.

Click here to learn more about Drooms’ market leading data room solution Drooms ENTERPRISE.More information

Since this article was published and in order to combat the effects of the COVID-19 pandemic, the German government have now created the legal basis for a “virtual general meeting”.

Disclaimer: The information contained in this article is for general information purposes and does not constitute legal or tax advice. In concrete individual cases, the present content cannot replace individual advice from competent persons.

Have questions?

Ask us!​

⭐ Main Contact Form

By clicking "Submit", I agree to be contacted by Drooms GmbH or Drooms AG via e-mail or telephone (if provided) in order to process my request and in accordance with Drooms' privacy policy.

I agree with the processing and use of my data in accordance with the declaration of consent and privacy policy.

Cloud Storage

Data room vs. cloud storage: Choosing the right platform for secure and efficient due diligence

Today, data is not just an asset but a cornerstone of due diligence. Businesses need a platform that not only facilitates easy access, transparency and flexibility but also prioritises security and legal compliance. This article explores what differentiates Drooms from storage solutions, offering unique advantages for businesses handling the due diligence of sensitive and complex transactions.

Read More
M&A Transactions
Corporate finance / M&A

The 25 essential documents for your M&A deals

Regardless of the size of a transaction, due diligence is to some extent a regulated process. Having these 25 documents in your data room will make the world of difference. Here we advise you on how to start off a deal on the right foot.

Read More
Data Room Services

Enhancing the Deal Process with Drooms’ Tailored Services

We understand the intricacies of high-stakes transactions and offer a suite of services tailored to enhance your deal process. Our services are designed to cater specifically to the needs of capital markets and corporate finance participants, streamlining deal-making among stakeholders and interested parties.

Read More

One data room. Many possibilities.

Due Diligence
Read More
Conduct proper due diligence for your M&A deal
Lifecycle management
Read More
Control and streamline asset documentation in your organisation
Document Analysis
Read More
Digitalise the document review phase
Read More
Get support with collecting, indexing, and digitising your documents
Read More

Conduct fundraising and share fund documents with potential investors