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First Meeting Minutes for Switzerland

First Meeting Minutes Template for Switzerland

A formal document under Swiss law that records the proceedings and resolutions of the first meeting held by a newly incorporated company. The minutes document crucial initial decisions including the appointment of board members, allocation of signing authorities, and confirmation of share capital payments. It serves as an official record compliant with the Swiss Code of Obligations and demonstrates proper corporate governance from the company's inception. The document includes details about attendees, meeting proceedings, all formal resolutions passed, and is typically accompanied by relevant supporting documentation as appendices.

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What is a First Meeting Minutes?

First Meeting Minutes are a critical corporate document required under Swiss law for newly established companies. They must be prepared immediately following the first meeting of the company's constituents after incorporation. The document records essential initial corporate decisions, including board appointments, signing authorities, and confirmation of share capital payments. These minutes serve as official evidence of compliance with Swiss corporate law requirements and establish the foundation for the company's corporate governance structure. The document must adhere to requirements set forth in the Swiss Code of Obligations and may need to be presented to various authorities, including commercial registries and banks. First Meeting Minutes are particularly important as they demonstrate that proper procedures were followed during the company's formation and initial organization.

What sections should be included in a First Meeting Minutes?

1. Meeting Details: Date, time, location, and form of the meeting (physical/virtual)

2. Attendance: List of all attendees, their roles, and capacity in which they are present

3. Constitution of Meeting: Confirmation that the meeting is properly constituted and quorum requirements are met

4. Chairperson and Secretary: Appointment of meeting chairperson and secretary

5. Agenda: List of items to be discussed and decided upon

6. Formation Confirmation: Acknowledgment of company formation and review of incorporation documents

7. Board Appointments: Formal appointment of board members and their roles

8. Share Capital Confirmation: Confirmation of share capital payment and allocation

9. Signing Authority: Resolution on signing authority and representation rights

10. Closing: Time of meeting conclusion and signatures of chairperson and secretary

What sections are optional to include in a First Meeting Minutes?

1. Additional Corporate Officers: Appointment of additional corporate officers if required (CEO, CFO, etc.)

2. Banking Arrangements: Resolutions regarding bank account opening and authorized signatories

3. Registered Office: Confirmation of registered office address if not already in articles

4. Business Strategy: Initial business objectives and strategy discussion

5. Corporate Policies: Adoption of initial corporate policies and procedures

6. Audit Matters: Appointment of auditors if required by law or articles

7. Stock Option Plans: Implementation of employee stock option plans if relevant

What schedules should be included in a First Meeting Minutes?

1. List of Attendees: Detailed list of all attendees with their full names, addresses, and roles

2. Board Resolution Details: Full text of all board resolutions passed

3. Specimen Signatures: Specimen signatures of appointed board members and authorized signatories

4. Share Capital Documentation: Bank confirmations of capital deposits and share certificates

5. Powers of Attorney: Any powers of attorney granted during the meeting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Meeting Minutes

Cost

Free to use

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