A Board Resolution Change Of Directors is a crucial corporate governance document required under Swiss law whenever there are changes to a company's board composition. This document is essential for compliance with the Swiss Code of Obligations (OR) and Commercial Register Ordinance (HRegV), serving as the official record of director resignations and appointments. It must be prepared when directors leave or join the board, containing specific details required by Swiss authorities including personal information of directors, signing authorities, and declarations. The resolution forms the basis for updating the commercial register and maintaining proper corporate records. It needs to be properly executed to ensure the validity of director appointments and the company's continued compliance with Swiss corporate law requirements.
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1. Title and Company Details: Full legal name of the company, company registration number, registered office address
2. Date and Location: Date, time and place of the board meeting
3. Attendance and Quorum: List of present and absent board members, confirmation of valid quorum
4. Chairperson: Identification of the person chairing the meeting
5. Resignation(s): Recording the resignation(s) of outgoing director(s) with effective dates
6. Appointment(s): Resolution(s) appointing new director(s) with full names, dates of birth, nationality, residential addresses
7. Signing Authority: Updated signing authorities and powers of representation
8. Commercial Register: Authorization for commercial register filing
9. Closure: Formal closing of the meeting with signature lines for board members
1. Acknowledgment of Duties: Used when new directors need to formally acknowledge their duties and responsibilities
2. Conflicts of Interest: Required when any incoming or remaining directors have relevant conflicts to declare
3. Board Committees: Include when changes to board committee composition are needed due to director changes
4. Transitional Provisions: Used when there needs to be a handover period or specific transitional arrangements
5. Special Powers: When specific powers or limitations need to be assigned to new directors
6. Compensation: Include when director compensation arrangements need to be formally recorded
1. Resignation Letter(s): Copies of formal resignation letters from departing directors
2. Acceptance Letter(s): Written acceptances of appointment from new directors
3. Identification Documents: Certified copies of passport/ID for new directors
4. Commercial Register Forms: Completed registration forms for the commercial register filing
5. Specimen Signatures: Authenticated specimen signatures of new directors
6. Director Declaration: Declarations of eligibility and no disqualification from new directors
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