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, they’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. 

�� 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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