FAQ – Annual General Meetings in Start-Ups and SMEs under the New Swiss Corporate Law

by Jacques Bonvin, Boris Catzeflis

The new Swiss corporate law reform of 2023 provides start-ups and SMEs with increased flexibility in holding general meetings (GMs). However, this flexibility comes with new challenges. Start-ups and SMEs must comply with a complex web of legal rules, including rules on convening, conducting, and documenting GMs. Failure to comply with these rules can lead to legal issues, such as the voidance or nullity of GM resolutions, organizational irregularities, and even personal liability for board members and management.

This FAQ provides guidance for start-ups and SMEs on how to comply with the new rules for GMs. It draws on practical insights gained since the implementation of the new law in 2023. The FAQ specifically focuses on the rules applicable to start-ups and SMEs subject to limited audit or those that have opted out of such audit.