Board minutes, circular resolutions and the entity calendar: a resolution by email needs no signature, the minutes need two
Tuesday, 18:40. A resolution for one of your entities goes out by email to three directors. Two reply "agreed". The third replies "can we discuss this on Thursday?" Is it passed? No: one member asking for a discussion closes the written route. Had all three agreed by email, no signature would have been needed. The minutes of Thursday's meeting, though, need two. Across a hundred entities, each with its own articles, who checks that every resolution was taken the way its articles and the Code allow?
The short answer: a Swiss board decides by a majority of the votes cast, with the chair's casting vote unless the articles provide otherwise. It can decide at a meeting, by electronic means, or in writing on paper or electronically, unless a member asks for a discussion; resolutions passed electronically need no signature unless the board has set a different rule in writing. Minutes of the discussions and resolutions are signed by the chair and the minute-taker. Each entity also runs on dates: the annual report and the ordinary general meeting within six months of the year end, the meeting called at least 20 days ahead, and directors' terms of three years unless the articles say otherwise. A local AI, on servers in Switzerland, Meow's or your own, can draft minutes and resolutions from the agenda and notes, check them against each entity's articles, and pull every date into one calendar, while a person decides and signs.
Checked against the law on 30 September 2026
Who signed what, and when is it due?
- 1 member
Asking for a discussion is enough to stop a resolution in writing. Resolutions passed electronically need no signature, unless the board has decided otherwise in writing (CO, art. 713 para. 2).
- 6 months
After the financial year ends, to prepare the annual report and submit it for approval, and to hold the ordinary general meeting (CO, arts. 699 para. 2 and 958 para. 3).
- 20 days
The least notice for a general meeting, with the annual report and audit reports available by then, unless every share is represented and no one objects (CO, arts. 699a, 700 and 701).
How to keep a board file in order
0 of 8 checked
The Code sets a majority of the votes cast and the chair's casting vote; the articles can change the casting vote, and the organisational regulations may add a quorum or signing rules (CO, art. 713 para. 1).
A meeting with a venue, electronic means, or writing on paper or electronically. Note which, and for writing, that no member asked for a discussion (art. 713 para. 2).
The discussions and the resolutions, item by item, as the Code requires the minutes to record them (art. 713 para. 3).
Board members and executives disclose conflicts at once and in full, and the board takes the measures needed. Let the minutes show both (art. 717a).
The chair and the minute-taker sign the minutes. For resolutions passed electronically, check whether the board set a signature rule in writing (art. 713 paras. 2 and 3).
Annual report and ordinary general meeting within six months; notice at least 20 days before; the meeting's minutes made available within 30 days to any shareholder who asks (arts. 699, 700, 702 and 958).
In unlisted companies, three years unless the articles say otherwise, and never more than six; in listed companies, until the next ordinary general meeting (art. 710).
A change of beneficial owner goes to the transparency register within a month of the company learning of it, and an entity's first report may fall due a month after its next change in the commercial register (Transparency Act, arts. 10 and 51).
Ticked them all? The kit turns this into a routine for every entity: six situations answered, the eight checks each set of minutes passes before signature, the eight dates to pull into one calendar, and a plan to test AI on your own board papers. Get the kit
Valid as drafted? Six situations
The kit answers six common situations. Two of them:
- A resolution by email, unsigned, every director agreeing
- Valid without signatures, as long as no member asked for a discussion and the board has not set a signature rule in writing (CO, art. 713 para. 2).
- One director replies: let's discuss this at a meeting
- The written route closes: any member can ask for a discussion. Hold a meeting, with a venue or by electronic means (art. 713 para. 2).
- A 2-2 tie, the articles silent
- In the kit
- Minutes signed by the chair alone
- In the kit
- Year ending 31 December, general meeting set for 15 July
- In the kit
- A general meeting called 14 days ahead
- In the kit
Limited liability companies
The members' meeting has the same six months after the year end, and is called at least 20 days ahead; the articles can extend that notice or shorten it to ten days. For calling the meeting, its minutes and meetings of all members, the rules for companies limited by shares apply (CO, art. 805).
Where a local AI helps
Drafting minutes from notes, checking each against the entity's own articles and keeping a hundred calendars is careful, repetitive reading. A local model drafts and checks, citing the article it relied on, and a person corrects and signs. Board papers hold deals, disputes and names, so they stay on servers in Switzerland, Meow's or your own.
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