When to use this template
Use it for every meeting of the board of directors of a Swiss company limited by shares. The document has two parts: a skeleton for the minutes of an ordinary meeting, from attendance to signatures, and an annex with a circular resolution for decisions the board takes in writing between meetings. Fill it in during or right after the meeting; the structure is designed so that writing the minute takes less time than the meeting did.
What it is not: a transcript form. The template deliberately leaves no room for who said what. It records what was on the table, what was moved, how the vote went and who asked to have their dissent noted. Under Swiss practice, that is what minutes are for.
Why the minutes matter more than they feel
The board must keep minutes of its deliberations and resolutions, signed by the chair and the secretary (Art. 713 CO). That short provision carries a lot of weight. The minute book is the board's institutional memory, and when a decision is questioned years later, it is usually the only contemporaneous evidence of anything.
The questioning that matters most is a liability claim against the directors (Art. 754 CO). Directors are judged on their process, not on the outcome of their decisions: did they inform themselves, weigh the options and decide in the company's interest, which is the care Art. 717 CO demands. A board that cannot show that process through its minutes is defending itself with assertions.
Other readers arrive earlier. Auditors check that resolutions exist for what the accounts assume. A buyer's diligence team reads the minute book for completeness, signatures and gaps, and prices what it finds. A court, when a claim finally arrives, reads the same pages for evidence that the process happened. Each of them treats a thin or unsigned minute book as a signal about everything else.
The sections, one by one
Attendance and constitution
The opening block records who was present, excused or attending as a guest, who chaired and who kept the minutes, and that the meeting was properly convened with the papers sent in time. The quorum finding matters more than it looks: the CO sets no quorum for board meetings, so the number comes from your articles of association or organisational regulations, and the minute should show it was met.
The standing items
Two items belong on every agenda. Approving the last minutes closes the loop: the board confirms the record while memories are fresh, and the signed version becomes the authoritative one. The financial situation report is the board's solvency watch. If the reporting shows signs of a capital loss or overindebtedness, the staged duties of Art. 725 ff. CO apply, and the minute should show what the board examined, what it decided and when it will look again. Financial oversight is among the duties the board cannot delegate away (Art. 716a CO).
Resolution items: background, motion, resolution
Each substantive item follows a three-line pattern. Background: what was proposed, which documents the board had, which alternatives were discussed, in two or three sentences. Motion: the exact wording voted on. Resolution: the vote count, plus any dissent recorded by name at the member's request and any conflicted member who left the room.
The dissent line is the one to take seriously. Liability is assessed per director, and a documented objection is worth far more than a remembered one. It protects the majority too, by showing the counterarguments were on the table before the board decided.
Signatures
The chair and the secretary sign. Draft promptly, keep one version, have it approved at the next meeting and sign it then. Competing drafts circulating in inboxes are a liability of their own, because nobody can later say which text the board stood behind.
The circular resolution annex
For decisions between meetings, the annex puts the motion, its basis and a response deadline in writing, with a dated signature block per member. The mechanism is the one Art. 713 CO frames: the resolution passes in writing unless a member requests oral deliberation, in which case it lapses and the item goes to a meeting. That makes circular resolutions valid but fragile, and best kept for genuinely uncontroversial business.