Why the ordinary general meeting is a mandatory step
Every financial year closes with a sequence of compliance steps culminating in the annual ordinary general meeting. For capital companies — Sagl (GmbH) and SA (AG) — this meeting is not a bureaucratic formality, but the supreme body that approves the annual accounts, resolves on the use of profit and releases the management bodies from liability for the past financial year.
The Code of Obligations (CO) requires that the ordinary general meeting be held within six months of the end of the financial year. In parallel, the annual report with the annual accounts must be prepared within the same deadline. For business owners and accounting managers, the challenge lies in coordinating the accounting close, any audit, convening of shareholders and recording of resolutions in a coherent and traceable manner.
This guide explains the documents to be presented, typical resolutions, practical differences between Sagl and SA, and how to integrate the general meeting into the accounting workflow managed with Accountex, with up-to-date references to the regulatory framework in force in 2026.
Legal basis and deadlines
The annual ordinary general meeting is governed by the CO in a similar way for both corporate forms, with some organisational particularities:
| Aspect | Sagl (GmbH) | SA (AG) |
|---|---|---|
| CO provisions | Art. 804–805 and 801a CO (shareholders' meeting; for many rules, the provisions on the SA apply by analogy) | Art. 698–703 and 699–702 CO (general meeting) |
| Ordinary general meeting deadline | Within 6 months of the end of the financial year | Within 6 months of the end of the financial year |
| Preparation of annual accounts | Within 6 months — responsibility of the managing director | Within 6 months — responsibility of the board of directors |
| Convening notice | At least 20 days in advance (unless the articles provide for a shorter period, min. 10 days) | At least 20 days in advance (unless the articles provide for a shorter period, min. 10 days) |
| Quorum | No statutory attendance quorum (unless the articles provide otherwise) | No statutory attendance quorum (unless the articles provide otherwise) |
| Approval of accounts | Absolute majority of votes represented | Absolute majority of votes represented |
| Minutes of resolutions | Minutes of meetings and resolutions (art. 702 CO, applied by analogy via art. 805 para. 5 CO) | Minutes of meetings and resolutions of the general meeting (art. 702 CO) |
For a financial year ending on 31 December, the deadline falls on 30 June of the following year. A convening notice sent by mid-May leaves sufficient margin for any accounting adjustments or the auditor's comments.
Financial documents to be presented
The general meeting resolves on the approval of the annual accounts. Shareholders must be able to consult the documents needed for an informed decision: for the SA, at least 20 days before the general meeting (art. 699a CO); for the Sagl, the annual report and the auditor's report must be sent together with the convening notice (art. 801a CO).
Annual accounts (balance sheet and income statement)
The balance sheet and income statement form the core of the presentation. They must be prepared in accordance with the applicable accounting standards — for most Swiss SMEs, the Code of Obligations and the Swiss GAAP FER recommendations.
Before the general meeting, accounting must be closed: all entries for the financial year completed, year-end adjustments made, accrued income and expenses recorded, depreciation calculated and inventory valued. In Accountex, closing the financial year consolidates balances and generates the reports needed to prepare the balance sheet.
Notes to the financial statements
The notes to the financial statements supplement the balance sheet with information on accounting principles, valuation methods, off-balance-sheet commitments and other relevant information. For companies applying Swiss GAAP FER, the structure follows the requirements of the chosen framework (for example FER 31 for smaller entities).
Management report
Companies subject to ordinary audit must prepare a management report (Lagebericht) pursuant to art. 961 CO, which describes business performance, the financial position and future prospects. SMEs not subject to ordinary audit — including those with limited audit or that have validly waived audit (opting-out) — generally do not have this obligation, unless they choose to apply a recognised standard that requires it.
Even where there is no legal obligation, a concise report prepared by the managing director or the board of directors helps shareholders understand the business and documents the strategic decisions of the financial year.
Auditor's report
If the company is subject to ordinary or limited audit, the auditor submits a report on the annual accounts. The general meeting cannot validly approve the accounts without having received the auditor's report or omitting the required audit (art. 731 CO). SMEs that have validly waived audit (fewer than 10 full-time equivalents, unanimous consent and registration in the commercial register before the start of the financial year concerned; from 1 January 2025 the waiver applies only to future financial years) do not require an auditor, but must retain documentation of the consent.
Proposal for profit allocation
The managing director (Sagl) or the board of directors (SA) submits a proposal on the use of the result for the financial year: allocation to legal reserves, voluntary reserves, dividend distribution or carry-forward. This proposal becomes the subject of a resolution by the general meeting.
Typical resolutions of the ordinary general meeting
The agenda of the annual ordinary general meeting generally includes the following resolutions, each with accounting and legal implications:
Approval of the annual accounts
The general meeting approves the balance sheet and income statement for the closed financial year and, where applicable, the management report (art. 698 and 961 CO). Approval makes the accounts final and fixes the result for the financial year. After approval, adjustments are possible only through error correction or restatement of the financial year, exceptional procedures requiring a new resolution.
Profit allocation
The general meeting resolves on the use of the result. Legal reserves must be respected: at least 5% of annual profit must be allocated to the legal reserve from profit (art. 672 CO) until, together with the legal reserve from capital (art. 671 CO), it reaches 50% of share capital (20% for holding companies). Only the remaining profit may be distributed as a dividend or carried forward.
Release of the management bodies
The general meeting resolves on the release of the managing director (Sagl) or the board of directors (SA) for the management of the financial year. Release exempts the bodies from liability to the company for facts known at the time of the resolution. It does not preclude liability actions for facts discovered subsequently.
Election of the auditor
If the company is subject to audit, the general meeting elects the auditor for the following financial year. In the case of opting-out, the general meeting takes note that no audit is performed and that the unanimous consent of the shareholders is in force for future financial years registered in the commercial register.
Resolutions must be recorded in minutes (art. 702 CO; for the Sagl, art. 805 para. 5 CO), stating the date, participants, agenda, votes and results. The minutes are signed by the chair of the general meeting and the secretary.
Accounting impact of resolutions
The decisions of the general meeting translate into accounting entries that must be made after approval of the accounts:
Allocation to the legal reserve
If the general meeting resolves on an allocation, a transfer is recorded from profit for the financial year to the legal reserve from profit in equity. In Accountex, the entry is posted to equity accounts with the date of the resolution.
Dividend distribution
Dividends resolved by the general meeting reduce retained earnings or available reserves. The accounting entry is made on the date of the resolution; actual payment follows according to the statutory terms. The SA (and, by analogy, the Sagl) may distribute an interim dividend during the financial year by resolution of the general meeting on interim accounts, pursuant to art. 675a CO, provided the company has sufficient distributable profit and reserves and any audit requirements are met.
Carry-forward
Profit neither distributed nor allocated to reserves is carried forward and contributes to the formation of cumulative result in equity in the following financial year.
Opening of the new financial year
After approval of the accounts, the closing balances of the previous financial year become the opening balances of the new financial year. Accountex allows the closed financial year to be locked and the next one opened while maintaining continuity of balance sheet data.
Practical particularities: Sagl and SA compared
Sagl — shareholders' meeting
- • Each shareholder has a voting right proportional to the nominal value of their shares
- • The managing director convenes the general meeting and presents the annual accounts
- • With a sole shareholder, resolutions may be taken in writing without a physical meeting (art. 701 para. 3 CO, applied by analogy via art. 805 para. 5 CO)
- • Transfer of shares does not affect the ordinary general meeting, except for changes in the register of shareholders
- • Release concerns the managing director or managing directors
SA — general meeting
- • Each share confers at least one vote (unless the articles provide otherwise for preference shares)
- • The board of directors convenes the general meeting and presents the accounts and the dividend proposal
- • Possibility of representation by proxy and, if provided for in the articles, virtual general meeting
- • Companies with bearer shares: generally permitted only for listed companies; for registered shares, attention must be paid to identifying participants
- • Release concerns the members of the board of directors
Typical timeline for the 2025 financial year
For a company with a financial year coinciding with the calendar year (1 January – 31 December 2025), here is an indicative schedule:
| Period | Activity | Responsible |
|---|---|---|
| January–February 2026 | Accounting close, adjustments, inventory | Accounting / managing director or board |
| March 2026 | Preparation of balance sheet, notes and profit allocation proposal | Accounting / managing director or board |
| April 2026 | Audit (if applicable) and auditor's report | Auditor |
| Mid-May 2026 | Sending convening notice and documentation to shareholders | Managing director or board |
| June 2026 | Annual ordinary general meeting and minutes of resolutions | Chair of the general meeting |
| After the general meeting | Accounting entries (reserves, dividends), lock financial year | Accounting |
Checklist for SMEs
- ✓All accounting entries for the financial year recorded and reconciled (bank, VAT, receivables and payables)
- ✓Balance sheet, income statement and notes prepared in accordance with applicable standards
- ✓Management report prepared (if required under art. 961 CO or considered useful)
- ✓Auditor's report obtained (if the company is subject to audit)
- ✓Profit allocation proposal with calculation of legal reserves (art. 671 and 672 CO)
- ✓Convening notice sent within statutory deadlines with full agenda
- ✓Financial documents made available or sent to shareholders within statutory deadlines
- ✓Minutes prepared and retained (art. 702 CO)
- ✓Post-general meeting accounting entries completed and financial year closed in the software
- ✓Publication or availability of accounts completed if required (art. 958e CO: companies with bonds in circulation or listed equity securities)
Common mistakes to avoid
General meeting held after the six-month deadline
Exceeding the statutory deadline exposes the management bodies to liability. Plan the accounting close with sufficient advance notice, especially if an audit is required.
Dividend without sufficient reserves
Dividend distribution is lawful only if the resulting equity covers at least share capital and non-distributable reserves (legal reserves from capital and from profit under art. 671 and 672 CO). An excessive distribution is void and directors may be held liable.
Failure to record minutes
Decisions taken informally, without minutes compliant with art. 702 CO, may be challenged and do not produce legal effects vis-à-vis third parties.
Accounts not final at the time of the vote
Approving provisional accounts or accounts subject to subsequent adjustments invalidates the resolution. Ensure that accounting is complete and that any auditor adjustments are incorporated before the general meeting.
Managing the general meeting with Accountex
Accountex supports the entire cycle before and after the ordinary general meeting. From closing the financial year with automatic accruals, deferrals and depreciation to generating the balance sheet and income statement, the software reduces the risk of errors in the figures submitted for shareholder approval.
After the general meeting, profit allocation entries — legal reserves, dividends, carry-forward — can be posted directly, with full traceability. Locking the approved financial year preserves the integrity of historical data, while the new financial year opens with opening balances consistent with the resolutions taken.
For fiduciary firms assisting multiple clients, multi-company management makes it possible to monitor general meeting deadlines and the closing status of each financial year from a single platform, respecting different year-end dates and the specific features of Sagl and SA.