Shareholder Consent Form

Shareholder Consent Form for Switzerland

Shareholder Consent Form Template for Switzerland

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What is a Shareholder Consent Form?

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.

What sections should be included in a Shareholder Consent Form?

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

What sections are optional to include in a Shareholder Consent Form?

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

What schedules should be included in a Shareholder Consent Form?

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

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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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Consent To Release

A Swiss-law governed authorization document for the controlled release and handling of personal information, compliant with Swiss federal data protection regulations.

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What is a Shareholder Consent Form?

What sections should be included in a Shareholder Consent Form?

What sections are optional to include in a Shareholder Consent Form?

What schedules should be included in a Shareholder Consent Form?

Authors

Alex Denne

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