The Shareholder Consent Form is a crucial document in Swiss corporate governance, used when companies need to obtain formal approval from shareholders for various corporate actions. This document is particularly important in Switzerland, where corporate law places significant emphasis on shareholder rights and proper documentation of corporate decisions. The form is typically used for matters such as amendments to articles of association, major corporate transactions, changes in share capital, or other significant company decisions requiring shareholder approval under Swiss law. The document must comply with the Swiss Code of Obligations and may require notarization for certain matters. It serves as official evidence of shareholder approval and protects both the company and shareholders by clearly documenting the scope and nature of the consent given.
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1. Identification of Parties: Details of the shareholder(s) giving consent and the company information, including company registration number and registered office
2. Background: Brief context explaining the purpose of the consent and relevant corporate background
3. Definitions: Key terms used in the consent form, ensuring clarity and legal precision
4. Matter(s) for Consent: Clear and specific description of the action(s) or decision(s) being consented to
5. Declarations: Formal statements confirming the shareholder's understanding and agreement
6. Authority to Execute: Confirmation of the signatory's authority to execute the consent
7. Governing Law: Explicit statement that the consent is governed by Swiss law
8. Execution Block: Space for signature(s), date, and place of execution
1. Conditions Precedent: Used when the consent is subject to certain conditions being met
2. Representations and Warranties: Include when the shareholder needs to confirm specific facts or circumstances
3. Proxy Appointment: Required when consent is being given through a proxy holder
4. Reservation of Rights: Optional clause preserving shareholder's other rights not affected by this consent
5. Electronic Execution Provisions: Include when consent may be executed electronically
6. Language Provisions: Required for multilingual versions, specifying which language version prevails
1. Copy of Relevant Board Resolution: Attachment of the board resolution or proposal requiring shareholder consent
2. Proof of Shareholding: Documentation confirming the shareholder's ownership status
3. Power of Attorney: If consent is given by proxy, the power of attorney document
4. Supporting Documents: Any relevant corporate documents or information supporting the matter for consent
5. Share Certificate Copies: Copies of share certificates if relevant to the consent matter
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Manufacturing
Technology
Pharmaceuticals
Chemical Industry
Retail
Real Estate
Professional Services
Energy
Telecommunications
Healthcare
Consumer Goods
Transportation and Logistics
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Shareholder Relations
Investment Relations
Executive Office
Corporate Affairs
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Compliance Officer
Corporate Governance Officer
Board Secretary
Shareholder Relations Manager
Investment Relations Director
Corporate Lawyer
Legal Counsel
Board Member
Managing Director
Company Director
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