The case

Public limited companies as well as limited liability companies are going to have their annual general assemblies soon. What are the rules that must be observed without fail?

Source: KMU, article published in Neue Zürcher Zeitung 4 April 2025, p. 8

The commentary

The question of whether an annual general assembly can be held on WhatsApp is a complex one from the legal point of view. In general, there are certain rules and formal requirements that must be observed when holding an annual general meeting of a limited company or a limited liability company. Below you find a list of important rules that supervisory board and shareholders/associates must adhere to:

Formal requirements of the annual general meeting: Holding an annual general meeting is regulated by the statues of the respective company as well as by the stock corporation law and the corporate law. It is mandatory to meet all the formal requirements as e.g. sending out the correct invitation, observing deadlines as well as the possibility to take part in the meeting. It is well possible that taking part via WhatsApp might not fulfil the requirements for an annual general meeting as defined by the statutes or the law.

Shareholder rights and company law: Shareholders and associates have extensive information rights, particularly with regard to access to business records as well as their right to information, and these rights must also be observed when attending virtually. If an annual general assembly is held on WhatsApp it might prove difficult to ensure that these rights can be exercised extensively, particularly when accessing documents and taking part in an interactive discussion.

Technical execution and taking minutes: One would have to make sure that the documentation of the annual general meeting, e.g. by means of minutes, can be ensured. If the meeting is held on WhatsApp, both documentation as well as understanding and tracing decisions may prove to be difficult and might result in problems.

The discharge of the Board of Directors: One of the typical items on the agenda of an annual general meeting, apart from approving the annual report, resolution on the profit and the re-election of the bodies, is the discharge of the board of directors and the management, which is in the interest of the board of directors as this helps reduce the risk of shareholders bringing liability actions against the board of directors – at least for facts known at the time. Persons involved in the running of the company do not have the right to vote in matters concerning reducing the burden. Anyone excluded from this right to vote must not act on the behalf of an other shareholder nor appoint a representative for their shares. If there is no clear identification of the participants or if the voting is not clearly documented, it might be more difficult to monitor this process in a virtual meeting.