Even in the current extraordinary situation, the Board of Directors must ensure that general assemblies (GA) are conducted properly.
The Federal Council has banned public and private events until 10 May 2020. Special rules are applicable to the assemblies of companies (company limited by shares, LLC, cooperatives, associations, general and limited partnerships) in accordance with the COVID-19 Ordinance 2. The organiser (board of directors, association management, etc.) may order that participants may exercise their rights exclusively in writing or in electronic form (Art. 6a lit. a) or through an independent proxy appointed by the organiser (lit. b). The notification of the order must be given in writing or published electronically at least four days before the event (Art. 6a para. 2). Cantonal authorisation is also possible.
Article 6a COVID-19 Ordinance 2 allows the exercise of rights in electronic form. General assemblies can be held by video and telephone conference. It must be ensured that each participant can be identified/authenticated and can express himself at the GA, listen to the votes of other participants and exercise his rights, in particular his voting rights (this means that all participants must be able to meet electronically at the same time, which would not be possible by e-mail).
There are numerous technical and formal pitfalls and hurdles to a digital general assembly (ordinary and extraordinary general assemblies). MME supports Swiss companies (companies limited by shares, LLCs, general partnerships, limited partnerships, cooperatives and associations) via the MME Platform in the technical and legal implementation of formally correct general meetings without physical meetings.
Our service includes the following steps:
- Drawing up a concept with the board of directors (agenda; script)
- Formally valid digital invitation
- Technical setup of the video conference
Legal monitoring of the General Assembly:
- Identification and authentication of participants
- Ensuring presence, quorums per agenda item
- Securing proxies (checking of powers of attorney; if necessary, appointment of an independent proxy)
- Ensuring the participation rights of the participants (correct decision-making)
- Taking minutes
- Notarial support for transactions to be publicly notarised by our MME notaries in Zug
- Electronical commercial register application (depending on cantonal register of commerce)
We are at your disposal with our know-how and are looking forward to support you!
