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1Fix the driver behind crashes, sound loss and screen glitches2Clear out junk files and repair common Windows errors3Scan for outdated or missing drivers - takes under a minuteSwiss minority shareholders have several ways to respond to corporate conduct, but the right route depends on what happened. A shareholder may challenge an unlawful general-meeting resolution in court; other tools can help obtain information, inspect records, seek an independent investigation, call a meeting, or request an audit. The statutory deadlines can be short, so identify the decision and its date before choosing a remedy.
Which remedy fits the problem?
The following routes apply to Swiss companies limited by shares (Aktiengesellschaft / société anonyme). Thresholds refer to shareholders acting together where applicable. The periods and thresholds below are those in the Swiss Code of Obligations (CO), consolidated English text stated to be current as at 1 January 2026, except for the audit context attributed to the Swiss Confederation SME Portal.
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| Problem or objective | Threshold or access | Key period or trigger | Possible result |
|---|---|---|---|
| Challenge a general-meeting resolution | The board or any shareholder may sue the company (CO art. 706). | Two months from the meeting (CO art. 706a). | Court may annul the resolution; judgment applies to all shareholders. |
| Request written information from the board | For an unlisted company, 10% of capital or votes (CO art. 697). | Board response within four months; a court application after refusal or obstruction within 30 days (CO arts. 697, 697b). | Access to relevant information, subject to protected-interest limits. |
| Inspect books and files | 5% of capital or votes (CO art. 697a). | Board to permit inspection within four months; court application after refusal or obstruction within 30 days (CO arts. 697a, 697b). | Inspection relevant to exercising shareholder rights, subject to protected-interest limits. |
| Seek a special investigation after the meeting rejects it | 5% of capital or votes in a listed company; 10% in an unlisted company (CO art. 697d). | Apply to court within three months of rejection (CO art. 697d). | Independent experts investigate specified matters if statutory conditions are met. |
| Request a general meeting | 10% of share capital (CO art. 699). | If the board does not grant the request within a reasonable time, an applicant may ask the court to order a meeting. | A court-ordered meeting may provide a forum for a vote or discussion. |
| Request an agenda item | Shares with CHF 1 million nominal value (CO art. 699a). | The Code provides a court route if the board refuses a qualifying request. | Placement of the requested item on the meeting agenda. |
| Request an ordinary audit | The Swiss Confederation SME Portal says shareholders holding at least 10% may request one. | Separate from the special-investigation procedure; see the portal’s audit guidance. | Audit of annual financial statements, not a targeted investigation of particular suspected misconduct. |
The table is a route map, not a substitute for checking the company’s articles, listing status, exact act and procedural history. In particular, CO article 706 concerns general-meeting resolutions; it is not a general appeal against every board decision.
First identify the act and preserve the record
Determine whether the disputed act is a general-meeting resolution, a board decision, or some other corporate act. The distinction matters because the direct challenge action described in CO article 706 is specifically for resolutions of the general meeting. The available route for a board decision or a director-liability claim depends on the claim and circumstances; the same action should not be assumed to apply automatically.
Collect the meeting notice, agenda, motions, minutes, voting result, relevant articles of association and correspondence. General-meeting minutes must record resolutions and voting results, as well as information requests and replies. For listed companies, resolutions and election results, with exact vote percentages, are to be made electronically accessible within 15 days (CO art. 702). Keep copies and note when the meeting took place: that date may determine whether a challenge remains available.
Use information and inspection rights to establish the facts
Ask questions or request written information
Any shareholder may request information at a general meeting. For an unlisted company, shareholders who meet the written-request threshold in the table may also ask the board for information in writing. The request should identify the information sought and explain its connection to the proper exercise of shareholder rights. The board’s response must be made available to shareholders no later than the next general meeting.
The board may withhold information needed to protect trade secrets or other company interests warranting protection, or where the information is not needed to exercise shareholder rights properly. A refusal must be justified in writing. A shareholder may ask a court to order the information if the request is refused, partly refused, or made impossible, subject to the deadline in the table.
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Inspection is a distinct right, with the threshold shown above. State which records are sought and why they matter to shareholder rights. The board must allow inspection within the period in the table, unless inspection would put protected company interests at risk or the request is not relevant to the proper exercise of shareholder rights. A refusal must be justified in writing. If access is denied, limited, or obstructed, the court route and deadline are also shown above.
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Seek a special investigation into specific matters
A special investigation is a focused examination by independent experts, not a general audit or an automatic inquiry into the company’s affairs. Ordinarily, a shareholder first uses the information or inspection process and then asks the general meeting to commission an investigation of specified matters necessary to exercise shareholder rights.
If the meeting approves the request, the company or any shareholder may apply to court for appointment of the experts within 30 days. If the meeting rejects it, shareholders meeting the listed-company or unlisted-company threshold in the table may ask the court to order the investigation within the stated three-month period. The request may concern matters raised through information or inspection or discussed at the meeting.
The court must order the investigation if applicants make a prima facie showing that founders or corporate bodies violated the law or articles of association and that the violation is likely to harm the company or shareholders. The court appoints the experts and defines the scope. The company ordinarily bears the costs, although the court may allocate some or all costs to applicants in special circumstances.
Call a meeting or put a matter on its agenda
A qualifying written request to convene a general meeting must specify the agenda items and motions. A separate agenda request must likewise identify the proposed item. If the board does not grant a qualifying meeting request within a reasonable time, an applicant may ask a court to order a meeting; the Code also provides a court route when the board refuses a qualifying agenda request.
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A general meeting must normally be announced at least 20 days in advance. The ordinary rule is a majority of voting shares represented, unless the law or the articles provide otherwise. Certain important resolutions require both at least two-thirds of the votes represented and a majority of the nominal value of shares represented. The Code specifies which matters require this qualified majority; a decision should not be treated as subject to it merely because it is important.
Challenge an unlawful general-meeting resolution
CO article 706(1) states: “The board of directors and every shareholder may challenge resolutions of the general meeting which violate the law or the articles of association by bringing action against the company before the court.” Statutory examples include resolutions that improperly remove or restrict shareholder rights or create unjustified unequal treatment. The action is against the company, not a general appeal against the directors personally.
The two-month limit in the table runs from the meeting. A judgment annulling the resolution has effect for and against all shareholders, not just the shareholder who brought the action. Because the period is short, a shareholder facing a live dispute should promptly have Swiss counsel assess the resolution, standing, evidence and procedural steps.
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Nullity is limited to serious statutory defects
The Code treats certain resolutions as void, including resolutions removing mandatory participation, minimum voting or legal-action rights; excessively restricting control rights; or disregarding basic corporate structures or capital-protection rules. This is a defined category of serious defects, not a routine alternative for an unsuccessful challenge. Whether a particular resolution is void, and how that affects deadlines or court procedure, requires case-specific legal analysis.
An ordinary audit examines annual financial statements
The Swiss Confederation SME Portal describes an ordinary audit requirement where a company exceeds two of three thresholds for two consecutive financial years: CHF 20 million in balance-sheet total, CHF 40 million in revenue and 250 full-time employees. It also identifies consolidation obligations and a shareholder group holding at least 10% as other triggers. These are audit rules concerning annual financial statements; they do not replace the special-investigation procedure for specified matters.
Quick Recap
What to check before taking action
- Confirm the company’s legal form and whether it is listed; some thresholds differ by listing status.
- Read the articles of association alongside the relevant CO provision.
- Identify the precise decision or information sought, who made it, and when.
- Record the shareholders’ combined holdings and whether the threshold is measured by capital, votes or nominal value.
- Preserve notices, minutes, voting results, correspondence and written refusals.
- Get qualified Swiss legal advice promptly where a live dispute or statutory time limit is involved. The applicable forum, venue, language, fees, evidence and remedies can depend on the facts and are not resolved by the statutory route map alone.
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