In Switzerland, the clearest direct court action is a lawsuit to challenge an unlawful or articles-violating general-meeting resolution. Other situations call for different tools: shareholders can seek information or inspect records, pursue a special investigation, request a meeting or agenda item, or use the separate audit rules. The right route depends on the company’s form and listing status, its articles, the act at issue and the date it occurred.
Which route fits the decision or problem?
Start by identifying what happened. Article 706 of the Swiss Code of Obligations (CO) concerns resolutions of the general meeting; it is not a general appeal against every board decision. The remedies below have different eligibility rules, procedures and intended results.
| Route | What it addresses and who can use it | Threshold or standard | Deadline or timing | Possible result |
|---|---|---|---|---|
| Challenge a general-meeting resolution (CO 706, 706a) | A shareholder may sue the company over a resolution alleged to violate law or the articles. | Any shareholder; the alleged defect must fall within the statutory challenge grounds. | Two months from the meeting. | A court may annul the resolution; the judgment applies to all shareholders. |
| Request information (CO 697) | Any shareholder may ask questions at a general meeting. For a written request to the board, the company must be unlisted. | At an unlisted company, shareholders together must hold at least 10% of capital or votes. | The board is to answer within four months. If a request is refused, partly refused or made impossible, apply to court within 30 days. | Disclosure, subject to relevance and protected-interest limits. |
| Inspect books and files (CO 697a) | Shareholders may seek access to company records. | Shareholders together must hold at least 5% of capital or votes. | The board is to permit inspection within four months. If access is refused, partly refused or made impossible, apply to court within 30 days. | Access to relevant records, subject to protected-interest limits. |
| Seek a special investigation (CO 697c–697g) | Shareholders can ask independent experts to investigate specified matters after using information or inspection rights. | If the meeting rejects the request, applicants must hold at least 5% of capital or votes in a listed company, or 10% in an unlisted company, and make the required prima facie showing. | After rejection, apply to court within three months. If the meeting approves, the company or any shareholder may apply for appointment of experts within 30 days. | A court-appointed expert investigation within a scope set by the court. |
| Request a meeting or agenda item (CO 699, 699b) | Shareholders may seek a general meeting or ask for an item to be put on its agenda. | At least 10% of share capital to request a meeting; shares with CHF 1 million nominal value to request an agenda item. | A qualifying meeting request can go to court if the board does not grant it within a reasonable time. The current Code also provides a court route if the board refuses a qualifying agenda request. | A court may order a meeting; an agenda request seeks consideration of the specified item. |
| Request an ordinary audit (CO 727 et seq.) | Concerns the company’s annual financial statements, not a particular suspected act. | The Swiss Confederation SME Portal says a shareholder group holding at least 10% can request an ordinary audit. It also describes other audit triggers. | The cited audit guidance does not state a special application deadline for this request. | An ordinary audit of annual financial statements, where the applicable rules require it. |
The statutory periods and thresholds in this table are from the consolidated English CO stated to be current as at 1 January 2026, except the audit information, which comes from the Swiss Confederation SME Portal’s guidance accessed in 2026. Listed status matters for some remedies; do not assume a threshold or procedure applies identically to listed and unlisted companies.
What should you establish before acting?
Preserve the record and identify whether the disputed act was a general-meeting resolution, a board decision or another corporate act. Collect the meeting notice, agenda, motions, minutes, voting result, relevant articles of association and related correspondence. Record the meeting date: the period to challenge a resolution runs from the meeting, not from the date a shareholder later learns of a concern.
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One free scan finds every outdated or missing driver and matches the right update for your exact hardware.Free scan · exact hardware matchGeneral-meeting minutes must record resolutions and voting results, as well as information requests and the board’s replies. For listed companies, resolutions and election results, including exact vote percentages, must be made electronically accessible within 15 days. These records can help establish what was decided and whether the procedure or result is disputed.
If the concern is about a board decision, do not assume that the general-meeting resolution action applies. The CO provides several shareholder mechanisms described below, but the route, standing requirements and remedies for a board-conduct or director-liability claim depend on the specific claim and are not resolved by Article 706 alone.
How can shareholders obtain information or inspect records?
Information
Any shareholder may request information at a general meeting. At an unlisted company, shareholders meeting the written-request threshold in the table may write to the board. The information must be needed for the proper exercise of shareholder rights. The board may refuse to protect trade secrets or other company interests that warrant protection, but it must give its reasons in writing. Answers to written requests must be made available to shareholders by the next general meeting at the latest.
Inspection
Eligible shareholders may ask the board to inspect books and files. The requested material must be relevant to the proper exercise of shareholder rights, and access must not put protected company interests at risk. A refusal must be justified in writing. If the board refuses, only partly complies or makes the right impossible to exercise, a court application may be available within the period shown in the table.
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When is a special investigation available?
A special investigation is a way to have independent experts examine specified matters that shareholders need to understand in order to exercise their rights. It is distinct from an audit of annual financial statements. Ordinarily, shareholders first use information or inspection rights, then ask the general meeting to authorize an investigation.
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If the meeting approves, the company or any shareholder may ask a court to appoint the experts within the period stated in the table. If the meeting rejects the request, qualifying shareholders may apply to court. They 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. The matters must have been raised through the information or inspection process or discussed at the meeting, and an answer must be needed for shareholders to exercise their rights.
The court appoints the independent experts and defines what they will investigate. The company ordinarily bears the costs, although a court may allocate some or all of them to the applicants in special circumstances.
How can shareholders call a meeting or add an agenda item?
A written request to convene a general meeting must include the agenda items and motions. A qualifying request may be taken to court if the board does not grant it within a reasonable time. A separate qualifying request can seek placement of an item on the agenda; the current CO also provides a court route if the board refuses that request.
A meeting must generally be announced at least 20 days in advance. Ordinarily, resolutions pass by a majority of the voting shares represented, unless the law or articles provide otherwise. The CO requires both at least two-thirds of votes represented and a majority of the nominal value of shares represented for certain specified important resolutions. That heightened rule does not apply to every decision that may seem significant; check the statutory list and the company’s articles.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What does it take to challenge a general-meeting resolution?
Under CO Article 706(1), “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.” The claim is against the company, not against the other shareholders. The two-month period in the table is short, and the right to challenge lapses if the action is not brought in time. A judgment annulling a resolution has effect for and against all shareholders.
The Code identifies examples of potentially challengeable resolutions, including ones that improperly remove or restrict shareholder rights or create unjustified unequal treatment. Whether a particular resolution violates the law or the articles depends on its wording, the meeting process and the company’s governing documents.
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How is nullity different?
The CO also treats certain serious defects as grounds for nullity. Examples include removing mandatory participation rights, minimum voting rights or legal-action rights; impermissibly restricting control rights; and disregarding basic corporate structure or capital-protection rules. Nullity is not a routine substitute for the ordinary challenge action. The effect of an alleged defect on deadlines and procedure is fact-specific, so do not assume a claim is safe from a time limit merely because the resolution may be void.
How are audit rights different from a special investigation?
An ordinary audit examines annual financial statements; a special investigation concerns specified matters relevant to shareholders’ rights. The SME Portal says an ordinary audit is required on the size test when a company exceeds two of these three thresholds for two consecutive financial years: a balance-sheet total of CHF 20 million, revenue of CHF 40 million and 250 full-time employees. The portal also describes consolidation obligations and a request by a shareholder group holding at least 10% as other triggers. These audit rules should not be treated as a shortcut to investigate a particular disputed transaction or decision.
What remains case-specific?
The applicable company form, listing status, articles, precise act, procedural history and dates can change the available route. The cited sources do not establish the appropriate court venue, language, fees or evidentiary details for an individual dispute, nor do they set out every remedy for board conduct or director liability. If a live dispute or deadline is involved, obtain advice from a qualified Swiss lawyer promptly and bring the company’s records and relevant dates.
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