A Board of Directors Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Switzerland. This document is essential for maintaining proper corporate records and ensuring compliance with Swiss corporate law, particularly the Swiss Code of Obligations (OR). It is typically required when making significant company decisions such as appointing officers, approving financial statements, declaring dividends, authorizing significant transactions, or making changes that require commercial register registration. The resolution must be properly executed, often requiring signatures from the chairman and secretary, and must be maintained in the company's official records. For certain decisions, particularly those affecting third parties or requiring registration, the resolution may need to be notarized or accompanied by additional documentation for submission to the Swiss Commercial Register.
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1. Company Details: Full legal name of the company, registration number, and registered office address
2. Meeting Information: Date, time, location/format of the meeting, and confirmation of proper notice
3. Attendance and Quorum: List of present and absent board members, confirmation of quorum requirements being met
4. Chair and Secretary: Identification of the meeting's chair and appointed secretary
5. Agenda: List of matters to be discussed and decided upon
6. Background and Considerations: Relevant context and rationale for the decisions to be made
7. Resolutions: Formal decisions made by the board, clearly numbered and stated
8. Voting Results: Record of how the board voted on each resolution
9. Closure: Time of meeting conclusion and signature block for chairman and secretary
1. Conflicts of Interest: Required when any director has a conflict of interest in the matters being decided
2. Expert Opinions: When external professional opinions or valuations are relevant to the decisions
3. Commercial Register Instructions: Required when resolutions need to be filed with the commercial register
4. Delegation of Authority: When specific powers are being delegated to committees or individuals
5. Implementation Instructions: Detailed instructions for executing the resolutions when complex implementation is required
1. Attendance List: Detailed list of all attendees including board members and any invited participants
2. Supporting Documents: Key documents referenced in the resolutions (e.g., contracts, reports, certificates)
3. Power of Attorney: If any board members are represented by proxy
4. Commercial Register Forms: Required forms for filing with the commercial register when applicable
5. Expert Reports: Any third-party opinions or valuations referenced in the resolutions
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