As of 16 March 2020, the Federal Council has amended the Ordinance on Measures to Combat COVID-19 (Ordinance). Certain provisions therein are relevant and also applicable for companies. In particular Article 6a para. 1 of the Ordinance states:
"In the case of meetings of companies, the organiser may order that the participants may exclusively exercise their rights, regardless of the expected number of participants and without observing the invitation deadline:
a. in writing or in electronic form; or
b. by an independent proxy appointed by the organiser."
These measures are in place at least until 19 April 2020 and apply to all meetings and events that companies usually hold (e.g. general meetings of shareholders, board meetings, management meetings, company events with employees and clients.) In particular general meetings of corporations (AG/SA) and limited liability companies (GmbH / Sàrl) are, however, subject to stricter legal and statutory requirements. Based on the Ordinance and in contrary to the general principle according to the Swiss Code of Obligations, also general meetings of corporations (AG/SA) can be held in writing. This is required, in particular because larger gatherings are prohibited.
Below a selection of answers to frequently asked questions of our clients with respect to the upcoming ordinary general meetings (OGMs).