GM minutes & share register

Transcript

Introduction

Welcome to nunia. In this video we prepare the general meeting of Muster Bau AG – from share register and meeting minutes to the dividend with withholding tax and certificate.

Company & resolutions

You find the company documents in the sidebar under “Company & resolutions”: Holders & registers, general meeting minutes and Dividend & certificate. What appears depends on the legal form – for an AG the share register, for a GmbH the register of contributions, for a cooperative the members’ register. The three pages build on each other: the share register produces the participants of the minutes and the dividend distribution.

The share register

Shareholders go in the share register under Article 686, CO – address, category, number and nominal value. We enter the founding holdings: Martin Muster with 300, Sandra Muster with 200 registered shares of 1,000 francs. nunia checks the total nominal value against the balance sheet share capital – here the 500,000 francs match. “Assign certificate numbers” numbers the shares consecutively.

Later purchases, sales or gifts you record in the register of changes; the previous holding is struck through and the new one entered with transaction number. Below, you keep the beneficial owners under Article 697j, CO – persons from 25 per cent of the capital or the votes.

The GM minutes

The minutes are ready with the statutory standard agenda items – from establishing the quorum to electing the auditor. If all shares are represented, you hold it as a universal meeting under Article 701, CO. If the date is more than six months after the end of the financial year, nunia flags the deadline under Article 699, CO. “Take from master data & share register” enters the participants with their shares.

Under “Appropriation of the balance sheet profit” the annual profit from the import is ready; here we resolve a dividend of 100,000 francs, so 200 francs per share. For the auditor, nunia checks whether an opting-out is possible, and shows the size criteria from the financial statements.

With “ZIP” for Word or PDF, nunia creates the minutes, the invitation and the dividend certificates in one archive. The minutes contain attendance, agenda items and resolutions, the appropriation of profit as a table and the signatures at the end. You can edit the Word document further before it is signed.

Dividend and certificate

Under “Dividend & certificate”, nunia takes the gross dividend from the meeting’s resolution. The split per shareholder follows the share register: gross, withholding tax at 35 per cent, and net. From the due date, nunia calculates the 30-day deadline for declaration and payment, and it appears in the engagement’s deadlines. With “Form 103” nunia pre-fills the official FTA form as a Snapform file – for a GmbH Form 110, plus Form 106 per domestic group recipient. The file is checked in the Snapform Viewer and filed via the FTA ePortal or on paper. “Dividend certificates” creates the letters per shareholder; the “Complete package” combines the certificates, for foreign group recipients the notification 108 with Form 823 and, for an extraordinary benefit, the declaration 102 in one PDF.

Summary

That was the preparation of the general meeting. Share register, minutes and dividend rest on the same data and fit together. The next video is about your workspace – with tasks, appointments and deadline calendar for all engagements. See you soon.