12 Pitfalls That Can Undermine Your General Meeting – And How to Avoid Them

12 Pitfalls That Can Undermine Your General Meeting – And How to Avoid Them 

For many board members, the general meeting (GM) is a box-ticking exercise. But Swiss corporate law and real-life practice show: it’s often the small oversights that lead to major legal or reputational consequences. 

At Konsento, we’ve helped hundreds of Swiss stock corporations run their GMs – digitally, legally compliant, and smooth. Drawing from this experience, we’ve compiled 12 frequent pitfalls that can jeopardize even the best-prepared general meeting. 

Before the General Meeting 

1. No Board Resolution on Agenda Items 

Pitfall: The invitation goes out—but the board never formally adopted the GM agenda. That’s not a technicality, it’s a procedural flaw. 

Legally correct behaviour: Always adopt agenda items through a formal board resolution—ideally as a meeting or circular resolution—before sending the invitation. 

2. Missing Key Documents 

Pitfall: The invitation is sent without the annual report or auditor’s report attached. This may render the entire GM invalid. 

Legally correct behaviour: Send all required documents with the invitation—financial statements, audit reports, and any supporting material relevant to the agenda items. 

3. Misapplying the 20-Day Rule 

Pitfall: The 20-day rule is applied incorrectly because the day of sending and the meeting day are wrongly included in the count. 

Legally correct behaviour: Ensure at least 21 full days between the invitation and the meeting day. E.g. invitation day on May 2 -> AGM on May 23 at the earliest. 

4. Virtual Meeting Without Statutory Basis 

Pitfall: A fully virtual GM is held without this being explicitly permitted in the articles of association. 

Legally correct behaviour: Check your statutes and amend them if needed to enable all GM formats: physical, hybrid, or virtual. 

5. Use of Digital Tools Without Clear Rules 

Pitfall: Voting, video conferencing, or hybrid setups are used without documented rules on how they work.

Legally correct behaviour: Clearly define the use of electronic tools and voting procedures in writing. Konsento provides templates for this purpose. 

6. Forgetting Participation Certificate Holders 

Pitfall: Only shareholders are invited, but the company also has participation certificates (Partizipationsscheine). 

Legally correct behaviour: Inform participation certificate holders about the agenda items to the legally required extent—even if they have no voting rights. 

During the General Meeting 

7. Disqualified Individuals Voting 

Pitfall: Someone involved in the company’s management (e.g. a CEO-shareholder) votes on the board’s discharge. This is not allowed. 

Legally correct behaviour: Exclude individuals involved in management (BoD and Exec) from voting on the discharge of the board. Don’t simply record an abstention—adjust the vote count. 

8. Ignoring Shareholder Motions 

Pitfall: Shareholders propose alternative motions during the GM—but the chair refuses to put them to a vote. 

Legally correct behaviour: Accept motions on existing agenda items from every shareholder during the meeting and be ready to handle additional votes. 

9. Confusion Over Share Categories 

Pitfall: The company is unclear about which shareholders hold how many votes in each share class. 

Legally correct behaviour: Ensure transparency and clarity on voting rights across all share classes—ideally with software support. 

10. Misunderstanding Quorum Requirements 

Pitfall: Resolutions are passed assuming a simple majority, even where special quorums apply (e.g. for preferred shares). 

Legally correct behaviour: Consult the articles of association and the Swiss Code of Obligations in advance. 

11. Forgetting Board Re-Elections 

Pitfall: Board members are not formally re-elected at the GM, and thus lose their mandate—leaving the company without a valid board. 

Legally correct behaviour: Schedule board elections as a regular agenda item. Consider staggered terms and verify any statutory minimum number of board members. 

After the General Meeting

12. Neglecting the Minutes 

Pitfall: The minutes are not signed or made available to shareholders, which is a legal requirement. 

Legally correct behaviour: Sign and archive the minutes properly. Upon request, provide access to shareholders within 30 days—ideally using secure digital tools like Konsento. 

Conclusion: From Coincidence to Compliance – With Digital Guidance 

General meetings are full of hidden traps—but with structured processes, integrated intelligence, and legal logic, you can stay on solid ground. 

Konsento helps companies run legally sound and stress-free general meetings, with everything from agenda creation and shareholder invitations to voting and minutes handled on a secure Swiss platform. 

�� Avoid costly pitfalls and run your next general meeting the smart way. Book your free, non-binding demo with Konsento today. 

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