The Resolution Appointing New Board Members is a crucial corporate governance document used when companies need to formally appoint new directors to their board. Under Swiss law, this document serves as the official record of the appointment decision and must contain specific information required by the Swiss Code of Obligations and Commercial Register regulations. The resolution is typically prepared following a board or shareholder meeting where the appointment decision was made, and it forms the basis for updating the Commercial Register. The document includes essential details about the appointees, the terms of their appointment, and any specific roles or responsibilities they will assume. It must be properly executed to ensure compliance with Swiss corporate law requirements and to facilitate the smooth transition of board membership.
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1. Title and Company Details: Full legal name of the company, company registration number, registered office address
2. Date and Location: Date and place of the resolution/meeting
3. Meeting Details: Type of meeting (e.g., board meeting, extraordinary general meeting), confirmation of proper notice and quorum
4. Attendees: List of present board members/shareholders and their roles
5. Previous Board Composition: Statement of current board composition before the new appointments
6. Resolutions: Formal resolution text appointing new board members, including full names, dates of birth, nationality, and residential addresses of appointees
7. Effective Date: Specification of when the appointments take effect
8. Commercial Register: Instructions regarding registration of the changes in the Commercial Register
9. Signatures: Space for required signatures (typically Chairman and Secretary)
1. Recitals: Background information explaining the reason for the appointments (used when context is important or for major corporate changes)
2. Resignation Acknowledgment: Acknowledgment of departing board members' resignations (included when appointments are replacing existing board members)
3. Committees: Assignment of new board members to specific committees (included when immediate committee appointments are being made)
4. Special Powers: Any special powers or authorities granted to new board members (included when specific authorities are being granted)
5. Compliance Statement: Confirmation of compliance with articles of association and relevant laws (included for regulated entities or when required by company policy)
1. Appendix 1 - Acceptance Letters: Written acceptance of appointment by new board members
2. Appendix 2 - Qualification Documents: Copies of required qualification documents and CVs of new board members
3. Appendix 3 - Commercial Register Forms: Completed and signed Commercial Register registration forms
4. Appendix 4 - Resignation Letters: Copies of resignation letters from departing board members (if applicable)
5. Appendix 5 - Declaration of Independence: Independence declarations from new board members (if required)
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