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In Switzerland, a shareholder can sue the company to challenge an unlawful or articles-violating general-meeting resolution, but that action is not a general appeal against every board decision. Other routes can secure information or records, seek an independent investigation, call a meeting, or request an audit. Which route is available depends on the company’s form and listing status, the act at issue, the articles of association, the shareholder’s holding, and the relevant deadline.
Which route fits the corporate decision?
Start by identifying what you want the company or a court to do. The Swiss Code of Obligations provides several distinct mechanisms; they are not interchangeable.
| Route | What it addresses | Who may use it and key threshold or period | Potential result |
|---|---|---|---|
| Challenge a general-meeting resolution | A resolution alleged to violate law or the articles of association | The board or any shareholder; action must be brought within two months of the meeting | A court may annul the resolution, with the judgment applying to all shareholders |
| Request information | Information needed to exercise shareholder rights | Any shareholder at a general meeting; for a written request to the board of an unlisted company, shareholders holding at least 10% of capital or votes | An answer from the company, or a court order if access is refused or impeded |
| Inspect books and files | Company records relevant to exercising shareholder rights | Shareholders holding at least 5% of capital or votes | Access to records, or a court order if inspection is refused or impeded |
| Seek a special investigation | Specific matters that require independent examination | Normally follows use of information or inspection rights; after rejection at a general meeting, a court application requires at least 5% of capital or votes in a listed company or 10% in an unlisted company, within three months | An independent expert investigation into matters defined by the court |
| Request a general meeting or agenda item | A need for shareholders to meet, vote, or consider a specified motion | For a meeting, shareholders representing at least 10% of share capital; for an agenda item, shares with a nominal value of CHF 1 million | A meeting or agenda item, including a possible court-ordered meeting or court route after an agenda request is refused |
| Request an ordinary audit | Annual financial statements, not a specific suspected act | The Swiss Confederation SME Portal identifies a shareholder group holding at least 10% as one trigger for an ordinary audit | An ordinary audit of the company’s financial statements |
The thresholds and periods in the table come from the Swiss Code of Obligations, consolidated English text stated to be current as at 1 January 2026, except the audit-request description, which is from the Swiss Confederation SME Portal. The relevant statutory provisions include Articles 697, 697a, 697d, 706 and 706a. A route’s threshold is only one part of eligibility: relevance, the company’s listing status, the subject of the request, and the procedural history can also matter.
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Determine whether the disputed act was a general-meeting resolution, a board decision, or another corporate act. Article 706 addresses general-meeting resolutions; it should not be treated as a general appeal route for board decisions. The procedures and standing requirements for claims about board conduct are not settled by the mechanisms discussed here.
Gather 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.
Request information or access to company records
Information
Any shareholder may request information at a general meeting. For an unlisted company, shareholders together holding the requisite 10% of capital or votes may instead submit a written request to the board. The board is to answer within four months, and its answers must be made available to shareholders no later than the next general meeting.
The request must concern information needed for proper exercise of shareholder rights. The company may refuse disclosure to protect trade secrets or other company interests that warrant protection, but a refusal must be justified in writing.
Inspection of books and files
Shareholders who meet the inspection threshold may ask to inspect the company’s books and files. The board is to permit inspection within four months. The requested material must be relevant to proper exercise of shareholder rights, and inspection must not put protected company interests at risk. Any refusal must be justified in writing.
If information or inspection is refused, partly refused, or made impossible, the shareholders may apply to court for an order. The application period is 30 days.
Ask for a special investigation into specific matters
A special investigation is an independent examination of specified matters, not a substitute for a general audit. Ordinarily, the shareholder first uses information or inspection rights and then asks the general meeting to have relevant matters investigated by independent experts, where the investigation is necessary to exercise shareholder rights.
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If the general meeting approves
If shareholders approve the request, the company or any shareholder may apply to court for appointment of the experts. That application must be made within 30 days. The court appoints the experts and defines the investigation’s scope.
If the general meeting rejects the request
A court application after rejection can concern matters raised through the information or inspection process, or discussed at the meeting, if answering them is necessary for shareholders to exercise their rights. Applicants must make a prima facie case that founders or corporate bodies violated law or the articles and that the violation is likely to harm the company or shareholders. If that standard is met, the court must order the investigation.
The company ordinarily bears the investigation’s costs. In special circumstances, the court may allocate some or all of them to the applicants.
Use meeting and agenda rights to put an issue to shareholders
Qualifying shareholders can ask the board in writing to convene a general meeting or add an item to its agenda. The request must include the agenda items and motions. If a qualifying meeting request is not granted 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.
A general meeting must be announced at least 20 days in advance. As a general rule, resolutions pass by a majority of the voting shares represented, unless the law or the articles of association provide otherwise. Certain specified important resolutions require both at least two-thirds of the votes represented and a majority of the nominal value of shares represented. Not every significant business decision falls into that category; check the Code and the company’s articles for the resolution in question.
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Challenge an unlawful general-meeting resolution
The Code 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.” This is Article 706(1) of the consolidated English Code of Obligations stated to be current as at 1 January 2026.
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The action is against the company, and the right to challenge lapses if proceedings are not brought within two months of the meeting. Statutory examples include resolutions that improperly remove or restrict shareholder rights or create unjustified unequal treatment. If the court annuls a resolution, its judgment applies for and against all shareholders.
Nullity is a distinct, limited category
The Code identifies specified serious defects that can make a resolution void. Examples include removing mandatory rights to participate, minimum voting rights, or legal action; impermissibly restricting control rights; and disregarding basic corporate structures or capital-protection rules. Nullity is not a routine alternative to a resolution challenge, and whether a particular defect falls within that category can affect the necessary procedure. Do not assume that alleging nullity eliminates the need to assess deadlines or obtain advice on the claim.
Keep an ordinary audit separate from a special investigation
An ordinary audit concerns annual financial statements; a special investigation examines particular matters. The Swiss Confederation SME Portal says an ordinary audit is required on a size-based ground when a company exceeds two of these three thresholds for two consecutive financial years: balance-sheet total of CHF 20 million, revenue of CHF 40 million, and 250 full-time employees. The portal also identifies consolidation obligations and a shareholder group holding at least 10% as other triggers for an ordinary audit. These audit rules do not replace the specific prerequisites for a special investigation.
What to confirm before acting
- Company and listing status: Confirm that the entity is a Swiss company limited by shares (Aktiengesellschaft / société anonyme), and establish whether it is listed. Some thresholds differ by listing status.
- The disputed act: Identify whether it is a general-meeting resolution, a board decision, a refusal to provide information or inspection, or another act. Article 706 concerns general-meeting resolutions.
- Holding and support: Check the relevant capital or voting threshold, or whether the request is measured by nominal share value. A shareholder may need to coordinate with others.
- Timing: Record the meeting date, request date, response or refusal date, and any deadline that may apply. Statutory periods can be short.
- Evidence and purpose: Preserve notices, minutes, voting results, articles, requests, replies, and the documents showing why the information or investigation is relevant to shareholder rights.
- Applicable documents and procedure: Review the current Code and the company’s articles. The available facts here do not establish the appropriate forum or cantonal venue, court fees, all evidentiary requirements, or every remedy for board conduct or director liability.
This is a general explanation, not advice on a particular dispute. If a live dispute or deadline is involved, consult a Swiss lawyer promptly with the company’s legal form, listing status, articles, precise act, and relevant dates.
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