What this skill does
Board Resolution drafts formal corporate resolutions from a description of the decision that needs to be taken. Whether your client is approving a significant transaction, authorising a signatory, amending articles, or recording a board decision for the commercial register, the skill produces a resolution in the correct form for Swiss corporate law.
The skill covers both board resolutions (Beschlüsse des Verwaltungsrats) and shareholder resolutions (Beschlüsse der Generalversammlung) for Swiss companies organised as AG or GmbH. It applies the formal requirements of OR Art. 713 et seq. for board resolutions and OR Art. 698 et seq. for shareholder meetings, including quorum requirements, voting thresholds, and the specific language required for resolutions that will be notarised or submitted to the commercial register.
For complex corporate actions — share capital increases, mergers, asset transfers, liquidation — the skill identifies the entire sequence of resolutions required, not just the main decision, so you have a complete corporate action plan.
When to use it
- A client needs to approve a significant corporate transaction (loan, guarantee, acquisition, disposal) at board level before execution
- Preparing the corporate authorisations required for a financing transaction or M&A closing
- Annual governance matters — board resolutions for annual account approval, dividend declaration, or board composition changes
- A client needs to record a circular resolution (Zirkularbeschluss) for a decision taken without a formal meeting
What you get
A complete resolution package with: the Resolution Text in formal language (reciting the background, the decision, and any conditions or authorisations), Required Voting Mechanics (quorum and majority required for the specific decision), Signature Blocks for all participating board members, a Certification Template for the company secretary or a board member to certify the resolution, and — for decisions requiring commercial register notification — a note on the required follow-up steps and timing.
Example prompt inputs
- "AG board resolution approving a CHF 5 million loan facility from the company's bank, authorising the CEO to sign the loan agreement"
- "GmbH shareholder resolution for a capital increase from CHF 20,000 to CHF 100,000 — please draft the full resolution including the subscription offer"
- "Circular board resolution authorising a specific signatory to sign a real estate purchase agreement on behalf of the company"
- "Board resolution approving the 2024 annual accounts and recommending a dividend of CHF 100,000 to the shareholders"
Why legal-specific AI matters here
A board resolution is a legal instrument. A resolution that does not meet the formal requirements of Swiss corporate law may be challengeable, may not be accepted by the commercial registry, and may not constitute a valid authorisation for the transaction it purports to approve. The specific language requirements for resolutions involving public faith (share capital changes, authorised signatories) require precise drafting that reflects Swiss commercial register practice. Whisperit's Board Resolution skill is trained on Swiss corporate law and commercial register practice, producing resolutions that are legally effective and registry-ready.