Every private Swiss company - AG or GmbH - is legally required to hold a General Assembly (Generalversammlung) at least once a year. For most founders and managing directors, it's a recurring obligation that sits somewhere between corporate ritual and administrative burden: draft the agenda, notify all shareholders in time, collect votes, document decisions.
Done manually, it's time-consuming. Done incorrectly, it can expose your company to legal risk.
This article explains what Swiss law actually requires, where companies most commonly run into compliance issues, and how the General Assembly module in Aktionariat's Issuer Portal handles the entire process - from scheduling to vote export.
What Swiss Law Requires for a General Assembly
The rules governing the General Assembly (GV) in Switzerland are set out primarily in the Swiss Code of Obligations (OR/CO), Articles 699–706 for stock corporations (AG) and Articles 805–806 for limited liability companies (GmbH).
Key mandatory requirements:
1. Annual timing
Swiss companies must hold their General Assembly within six months of the end of the financial year. For companies with a December 31 year-end, this means the GV must take place by June 30 at the latest. Failure to convene on time entitles shareholders holding 10% or more of share capital to seek a court order.
2. 20-day notice period
Shareholders must receive notice of the General Assembly at least 20 days before the meeting date, with the agenda and proposed resolutions clearly outlined. This requirement applies regardless of company size. If you send invitations late, resolutions passed at that assembly may be challengeable.
3. Agenda and proposed resolutions
The invitation must include a full agenda. Shareholders cannot be asked to vote on topics that were not announced in advance - with limited exceptions for urgent matters.
4. Voting rights and quorum
Every shareholder has the right to attend and vote. For most standard resolutions, a simple majority of votes represented at the assembly is sufficient. Certain decisions - such as amending the articles of association or dissolving the company - require a qualified majority (two-thirds of votes represented plus an absolute majority of nominal share value).
5. Virtual and hybrid GVs now permitted
Since 1 January 2023, Swiss law allows virtual-only General Assemblies if this is permitted by the company's articles of association. Many companies now prefer hybrid formats, which combine physical and online participation, as they offer flexibility and higher engagement.
6. Circular resolution as alternative
Since the new Swiss company law came into force, it is also possible to hold a General Assembly by circular resolution. Shareholders can cast their votes in writing or electronically, without the need for a normal general meeting (in person, hybrid, or virtual). In this case, the Board of Directors is exempt from the 20-day notice period.
Where Companies Get It Wrong
In practice, three mistakes come up repeatedly:
Late invitations. With manual processes - exporting the shareholder list, composing an email, sending individually - it's easy to miss the 20-day window. One delayed email to a shareholder is enough to create a procedural defect.
Incomplete or inconsistent shareholder data. If your cap table lives in a spreadsheet or is tracked across multiple documents, you may not have current contact information for all shareholders. You can't notify someone you can't reach.
No documented voting record. Swiss corporate governance requires that resolutions be documented. If you're collecting votes via email replies or informal agreements, producing a clean record for your minutes - or for an audit - gets difficult fast.
How Aktionariat's General Assembly Module Works
The General Assembly and Voting feature in Aktionariat's Issuer Portal is built specifically to handle all of the above, without requiring manual coordination.
Here is what the end-to-end process looks like:
1. Schedule the event
Navigate to Corporate Actions → General Assembly in the Issuer Portal and create a new event. You define the event name, date and time, agenda description, and — if applicable — a physical location or virtual meeting link. You can also attach documents such as the annual report or draft resolutions directly to the event.
The event is saved as a draft until you are ready to publish, giving you time to review before anything is sent to shareholders.
2. Set up voting questions
If you want to collect votes digitally before or during the assembly, enable the voting module. Set the voting window (open and close dates), then add agenda items as discrete yes/no/abstain questions. You can add as many questions as your agenda requires.
Each shareholder sees the same set of questions, and votes are collected and tallied automatically — no email replies to parse, no spreadsheet to maintain.
3. Publish and notify
Once the event is ready, toggle the event live on your public Investor Page and click Send Invitations. Aktionariat automatically notifies all registered shareholders by email, with a link to view the event and cast their votes.
This is where the integration with your digital shareholder registry matters: because Aktionariat maintains a live record of all shareholders and their contact information, there is no manual export step and no risk of missing a shareholder. Every registered holder gets the invitation simultaneously.
Note: the 20-day notice requirement under Swiss law still applies. Aktionariat flags this in the interface — once invitations are sent, they cannot be recalled, which is why the workflow separates draft, review, publish, and send into distinct steps.
4. Track results in real time
The Voting Results tab shows participation rate, the number of eligible voters, total shares represented, and a live breakdown of yes/no/abstain votes for each question. Results update in real time as shareholders cast their votes.
When voting closes, you can export the complete voting summary as a document — suitable for your meeting minutes, internal records, or compliance documentation.
5. Event status at a glance
The Issuer Portal tracks each General Assembly through a clear status sequence:
| Status | What it means |
|---|---|
| Draft | Saved but not visible to shareholders |
| Published | Live on the Investor Page |
| Invites Pending | Shareholders notified by email |
| Voting: Scheduled | Voting configured but not yet open |
| Voting: Running | Active voting period |
Why This Matters for Swiss SMEs
Most Swiss SMEs are not large enough to have dedicated legal or corporate secretarial staff managing GV compliance. The responsibility typically falls on a founder, a CFO, or an assistant - often alongside a full workload of other priorities.
The consequence is that the General Assembly is frequently treated as a checkbox exercise: the same email template gets reused year after year, the shareholder list is pulled from wherever it currently lives, and votes are collected informally.
This works - until it doesn't. A shareholder dispute, an audit, a financing round with due diligence, or a cap table error surfaces, and suddenly the absence of proper GV documentation becomes a real problem.
Aktionariat's approach is to make compliance the path of least resistance. When your shareholder registry, cap table, and corporate actions are managed from one system, running a General Assembly in full compliance with Swiss law takes minutes, not hours — and produces documentation you can rely on.
Who the Feature Is For
The General Assembly module is available to all Aktionariat customers - including those on the Free Package, which includes access to the Issuer Portal and the digital shareholder registry.
It is particularly relevant for:
- AG and GmbH companies with 5–500 shareholders seeking to replace manual GV coordination with a structured, auditable process
- Companies preparing for growth where shareholder numbers are increasing and manual processes are no longer practical
- Companies with tokenized shareholders who may be geographically distributed and are best reached and engaged digitally
Getting Started
If you are already using the Aktionariat Issuer Portal, the General Assembly module is accessible under Corporate Actions in the sidebar. Full documentation is available at docs.aktionariat.com.
If you are not yet using Aktionariat, the Free Package includes Issuer Portal access, the digital shareholder registry, and — with it — the General Assembly and Voting feature. Setup is free.
Summary: Swiss General Assembly Compliance Checklist
- GV held within 6 months of financial year-end
- All shareholders notified at least 20 days before the assembly
- Full agenda included in the invitation
- Virtual/hybrid GV permitted in the articles of association (if applicable)
- Voting results documented and retained for minutes
Aktionariat's Issuer Portal handles steps 2–4 automatically. The rest is Swiss law.
