Introduction

Since January 1, 2023, the revised Swiss Company Law has allowed hybrid and fully virtual general meetings (GMs) to be held. If implemented correctly, companies can reduce travel and infrastructure costs, increase the participation rate and remain capable of acting even with an internationally dispersed shareholder structure. The downside: formal errors and technical glitches can lead to challenges.

This newsletter shows you how to conduct a legally compliant and convincing virtual GM with clear governance, the right tools and proper preparation.

What is the difference between physical, hybrid and virtual GM?

Physical GM: Everyone participates at the meeting venue. Electronic means are supplementary at most (e.g. room voting).

Hybrid GM (Art. 701c CO): The meeting takes place at a meeting venue; in addition, the Board of Directors enables electronic participation. Rights (speech, motions, voting) must be equally exercisable for both groups.

Virtual GM (Art. 701d CO): The GM has no physical venue and is held exclusively electronically. An explicit clause in the articles of association is required; an independent voting representative must be designated in the notice convening the meeting. Non-listed companies may provide in their articles of association for the independent voting representative to be waived.

Note: The material requirements of identification, directness of the votes and unalterable voting results apply to all forms (Art. 701e CO). Technical problems that make it impossible to conduct the meeting properly will force the meeting to be repeated (Art. 701f CO). Important key data and technical incidents must be recorded in the minutes (Art. 702 CO).

Which form suits our governance – and where are the real cost/benefit differences?

Governance fit (general rules):

✔ Concentrated group of shareholders / SMEs: Hybrid or virtual increases flexibility; virtual is worthwhile for geographically dispersed shareholders, low complexity and stable agenda items.
✔ Listed / larger companies: Hybrid creates inclusion (room + remote) and reduces activism risks through better moderation options; purely virtual requires robust processes, proxy voting and platform scaling.
✔ International Owners / Family Office: Virtual minimizes travel and time zone issues (with two slots/sessions for Q&A).

Cost/benefit comparison (typical factors):

✔ Physical: hall, catering, security, travel costs; but simple technology and audience interaction.
✔ Hybrid: Additional platform license, voting/quorum module, support team, tests; benefits: greater reach, higher participation, lower travel and room costs.
✔ Virtual: Elimination of room/catering; instead, higher requirements for identification, support, incident management and a resilient coordination/proxy setup. Benefits: maximum scalability, better traceability (audit trail), often lower overall costs from a medium number of participants.

Practical tip: Decide not only according to costs, but also according to risk profile (contestation risks, activism), investor relations (accessibility, transparency) and IT maturity (platform, security, support). We work with you to create a short matrix (form vs. goals/risks) – from this we derive the optimal form and a reliable roadmap.

What are the formal requirements for a virtual GM?

✔ Clause in the Articles of Association: express authorization to hold a virtual GM; in the case of unlisted companies, the clause may provide for the waiver of the independent voting representative (Art. 701d CO).
✔ Invitation: clear description of the form (virtual), platform/voting data, minimum technical requirements, support contact, reference to proxy voting and proxy for deposited shares/corporate bodies, deadlines for authorizations/instructions.
✔ Independent voting representative: to be designated in the invitation (mandatory, unless waived in the articles of association for unlisted companies).
✔ Regulations/House Rules: Speaking times, requests to speak, motion procedures, motions of order, moderation skills.
✔ Minutes (Art. 702 OR): Date, start/end, form and (if relevant) place of meeting, attendance/representations (incl. depositary/corporate/custodian representatives), resolutions and election results, requests for information/responses, significant technical problems.
✔ Provision of information/documents: timely access to documents (annual report, motions, proxy forms) via a secure shareholder portal.

What are the material requirements for a virtual GM?

✔ Identification & proof of voting rights: reliable authentication (e.g. 2-factor, bank/registrar login, eID), comparison with share register/participant list.
✔ Immediacy & equal treatment (Art. 701e CO): Live transmission of votes; every participant can submit motions and take part in the discussion; no disadvantage compared to room participants (in the case of hybrid elements).
✔ Unfalsifiable voting: tamper-proof recording/processing, weighted/class-based votes, secret ballot if provided; live quorums and recounts.
✔ Data protection & IT security (revised Swiss Data Protection Act): data minimization, purpose limitation, TOMs, encryption, role/authorization concept, order processing contracts (incl. foreign transfer clauses), breach process with reporting/information obligation according to risk.
✔ Accessibility & support: Waiting room, function test, hotline/chat support, clear fallbacks (telephone voting or resumption according to House Rules), time zone information.
✔ Audit trail: audit-proof protocols (logs: dial-in, voting, authorizations/instructions, technical faults), coordinated with the auditors.

Common mistakes – and how to avoid them

1. No or unclear statutory basis for virtual/hybrid GMs.
2. Independent voting representative not designated in the invitation (mandatory, unless a waiver is permitted under the Articles of Association).
3. Incorrect/short invitation: lack of technical information, imprecise agenda items, unclear deadlines for authorizations/instructions.
4. Platform without voting representative /depot capability: lack of support for board/depot voting representatives, share classes, weightings.
5. Insufficient identification: lack of 2FA, weak onboarding, no reconciliation processes with the share register.
6. No stress test or plan B: no dress rehearsal, no incident playbook (Art. 701f CO), no fallback channel.
7. Moderation without rules: no House Rules on speaking times/motions to order; escalations in activism/Q&A.
8. Data protection deficits: Processors without a data processing agreement, data transferred to third countries without a legal basis, no breach process.
9. Incomplete audit trail: missing logs or logs that are not tamper-proof; log neglects technical incidents (Art. 702 CO).
10. Time zone/language traps: Start times, translations, simultaneous interpreting not scheduled.

Closing remarks

Virtual and hybrid GMs are no longer an experiment, but a living standard – if governance, technology and processes fit together. With LINDEMANN LAW, you can implement hybrid and virtual GMs reliably and legally compliant. We support you with:

✔ Articles of Association clause & sample invitation (formulated in a legally compliant manner)
✔ House Rules & Checklists (Moderation, Disruption/Breach Playbook)
✔ Platform fit check (voting, voting representative, audit trail, security)
✔ Dress rehearsal & live accompaniment (chairing, Q&A control, minutes)

Are you planning your next GM? Contact us for a non-binding initial consultation. This will ensure your GM remains legally compliant – and your message gets across.

Disclaimer: This publication is for general information purposes only and does not constitute legal advice. For legal advice on your specific situation, please contact us directly.