Preparing GM minutes
As at: · fastview ag, Suhr
Professionally responsible: Marco Zanetti and Reto Ackermann, fiduciaries and auditors, fastview ag
The ordinary general meeting approves the financial statements, decides on the balance sheet profit and grants discharge to the board of directors. This page summarises agenda items, deadlines and form concisely and shows how nunia prepares the minutes from master data, share register and financial statements.
Framework in the CO
- Powers: the general meeting approves the financial statements, decides on the appropriation of the balance sheet profit, grants discharge to the members of the board of directors and elects the board of directors and the auditor (Art. 698 CO).
- Deadline: the ordinary general meeting takes place within six months of the end of the financial year (Art. 699 CO). The same deadline applies to the GmbH and the cooperative under their own provisions.
- Convening: no later than 20 days before the meeting, with the agenda items and proposals (Art. 700 CO).
- Universal meeting: if all shares are represented, the meeting may pass resolutions without observing the rules on convening (Art. 701 CO).
- Minutes: the board of directors ensures that minutes are kept of resolutions and elections (Art. 702 CO).
The standard agenda items in nunia
nunia creates the minutes with these agenda items; you move them by dragging, add or remove them:
- Establishing that the meeting was duly convened and has a quorum (omitted for a universal meeting)
- Approval of the minutes of the last ordinary general meeting
- Approval of the annual report and the financial statements for the financial year
- Appropriation of the balance sheet profit
- Discharge of the members of the governing body
- Elections to the governing body
- Election of the auditor (omitted in the case of an opting out)
- Miscellaneous
“Adopted, 100 % approval” is preset as the result and can be changed at any time. You record the chair, minute-taker and teller by name; nunia adapts the titles to the person.
AG, GmbH, cooperative and association
Terms and governing bodies depend on the legal form: in the AG the board of directors and general meeting, in the GmbH the management and general meeting of members, in the cooperative the administration and general meeting. For associations there is no appropriation of profit. nunia does not create GM minutes for foundations and sole proprietorships.
Deadline and universal meeting
nunia calculates the end of the deadline from the balance sheet date: six months later, so for 31 December that is 30 June. If the date of the ordinary meeting is later, a note about the deadline appears, together with the button “Hold as universal meeting”. For a universal meeting, the minutes record that all shares are represented and that the meeting may pass resolutions without observing the rules on convening.
Auditor or opting out
For the agenda item on the auditor, nunia reconciles the registered auditor via the commercial register (Zefix). If none is registered, nunia proposes “Waiver of the auditor (opting out)” and checks, on the basis of total assets and revenue from the financial statements as well as full-time positions, whether an opting out is permissible in terms of size. More under Opting out and the audit requirement.
Participants, appropriation of profit and output
“Take over from master data & share register” enters the participants with their shares and votes in the attendance list. For the agenda item on the appropriation of profit, nunia takes over the table from the financial statements. One click generates a ZIP with minutes, invitation with agenda and one dividend certificate per shareholder, as Word or PDF as you choose. You continue editing the Word document before signing. In the following year you take over the constitution of the meeting, participants, agenda items and auditor from the prior year’s minutes; nunia deliberately does not take over the date, appropriation of profit and resolutions.
What nunia takes care of
- Create standard agenda items per legal form
- Take over participants from master data and share register
- Calculate the end of the deadline and point out the six-month deadline
- Reconcile the auditor via Zefix and check the opting out in terms of size
- Take over the appropriation of profit from the financial statements
- Minutes, invitation and certificates as Word or PDF
What you decide
- date, place and form of the meeting
- proposals, voting results and elections
- whether the conditions for a universal meeting are met
- wording, signing and filing with the commercial register
Download the checklist for the ordinary general meeting as PDF: agenda items, deadlines, attendance, quorum and the duty to keep minutes on two pages. If the meeting elects new governing bodies or a new auditor, the first change in the commercial register after 1 October 2026 triggers the report to the transparency register within one month.
GM minutes template to download
GM minutes template (AG, ordinary general meeting): findings on convening (Art. 700 CO), accessibility of the annual report and auditor’s report (Art. 699a CO) and attendance, universal meeting variant (Art. 701 CO), agenda items under Art. 698 CO with table for the appropriation of profit, auditor or opting out, signatures under Art. 702 CO. Two pages, placeholders in square brackets.
The template covers the standard case; the articles of association and the individual case take precedence. nunia keeps both on an ongoing basis: the minutes are created from master data, share register and financial statements, with deadline reminder and take-over from the prior year. Where the general meeting stands in the overall process is shown in Year-end closing in Switzerland.
This page summarises the legal situation in simplified form and does not replace advice in the individual case. The law, the articles of association and current practice are authoritative.
Read on and watch
Frequently asked questions
Which agenda items do the GM minutes in nunia contain?
Establishing that the meeting was duly convened and has a quorum, approval of the last minutes, approval of the annual report and financial statements, appropriation of the balance sheet profit, discharge, elections to the governing body, election of the auditor and miscellaneous. You can move, add and remove agenda items.
By when must the ordinary general meeting take place?
Within six months of the end of the financial year (Art. 699 CO). nunia calculates the end of the deadline from the balance sheet date and points it out if the date is later.
Does nunia support the universal meeting?
Yes. If all shares are represented, you hold the meeting as a universal meeting under Art. 701 CO; the agenda item on the convening is omitted, and the minutes record the representation.
Can I edit the minutes in Word?
Yes. nunia generates minutes, invitation and dividend certificates as Word or PDF in one ZIP. You continue editing the Word document before signing.
Do the GM minutes also work for the GmbH?
Yes. For the GmbH nunia uses the terms general meeting of members, management and capital contributions; the participants come from the register of capital contributions.
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