Not every decision needs a meeting. Whether a new member of management is to receive signing authority, the registered address is to change or the annual accounts are to be approved, a circular resolution is often the fastest route. This guide explains when it is permitted for the board of directors, the general meeting and the GmbH, what it must contain and what the law requires for the minutes of the general meeting.
In short: The board of directors may pass resolutions in writing, on paper or electronically, unless a member requests oral deliberation (Art. 713 para. 2 no. 3 CO). Since 2023 this also applies to the general meeting (Art. 701 para. 3 CO) and, via Art. 805 para. 5 CO, to the members’ meeting of a GmbH. For the commercial register, a circular resolution must be signed by all members of the body (Art. 23 para. 2 CRO). In Hoop, all members sign electronically with a qualified signature.
Key points
- A single member can block a circular resolution by requesting oral deliberation.
- An electronic resolution needs no signature unless the board of directors has decided otherwise. For the commercial register, however, all members must sign, electronically with a qualified signature.
- The minutes of the general meeting cover six points and are signed by the minute-taker and the chair (Art. 702 CO).
What is a circular resolution?
A circular resolution is a decision that the members of a corporate body take without a meeting: the motion is sent to everyone in writing or electronically, each member approves, rejects or abstains, and the result is recorded. The name comes from the motion circulating among the members. It suits clear, uncontroversial matters: signing authority, a change of registered address, approval of contracts, convening the general meeting.
When is a circular resolution permitted?
- Board of directors (AG): the law allows resolutions at a meeting, by electronic means or in writing, on paper or electronically, unless a member requests oral deliberation (Art. 713 para. 2 CO).
- General meeting (AG): since 1 January 2023 the general meeting may also pass resolutions in writing, unless a shareholder or their representative requests oral deliberation (Art. 701 para. 3 CO). In practice this suits companies with few shareholders.
- Members’ meeting (GmbH): the company law rules on the universal meeting and on consent to a motion apply accordingly (Art. 805 para. 5 no. 5 CO).
- Managing directors (GmbH): the law has no specific rule. The articles of association or regulations govern (Art. 809 para. 4 CO).
The number of votes required depends on the law, the articles of association and the organisational regulations. Many regulations require a majority of all members or even unanimity for circular resolutions, so it is worth checking. Resolutions that must be publicly notarised, such as amendments to the articles of association by the general meeting, also require a notary. Agree with the notary beforehand on the form of the resolution.
What must a circular resolution contain?
- Company name, registered office and UID, plus the body passing the resolution
- The exact wording of the motion, with several items listed separately
- A note that every member may request oral deliberation
- A deadline for returning the vote
- For each motion: approval, rejection or abstention
- Name, date and signature of each member
- The determination of the result and filing in the minute book
Internally, an electronic resolution needs no signature as long as the board of directors has not decided otherwise in writing (Art. 713 para. 2 CO). If the circular resolution serves as supporting document for the commercial register, all members of the body must sign it (Art. 23 para. 2 CRO), with a qualified electronic signature when filed electronically.
Template: circular resolution of the board of directors
Circular resolution of the board of directors of [Company] AG, [Registered office], [UID]
Pursuant to Art. 713 para. 2 no. 3 CO, the board of directors passes the following resolution by circulation:
Motion 1: [e.g. Mr/Ms [Name], of [Place of origin], residing in [Place of residence], is granted joint signing authority with one other signatory.]
Each member may request oral deliberation within the return deadline. The resolution is passed if [majority under the articles/regulations] approves.
Return by: [Date]
Name · Approve / Reject / Abstain · Place, date · Signature
Result: the motion was approved with [x] votes. Determined by: [Chair], [Date]
Minutes of the general meeting: what the law requires
The board of directors ensures that minutes of the general meeting are kept. They record (Art. 702 para. 2 CO):
- The date, start and end time, form and place of the general meeting
- The number, type, nominal value and category of the shares represented, stating those represented by proxies
- The resolutions and election results
- Requests for information and the answers given
- Statements that shareholders ask to be recorded
- Relevant technical problems during the meeting
The minute-taker and the chair sign the minutes (Art. 702 para. 3 CO). Every shareholder may request that the minutes be made available to them within 30 days of the general meeting (Art. 702 para. 4 CO). These rules apply accordingly to the members’ meeting of a GmbH (Art. 805 para. 5 no. 7 CO). Minutes must also be kept of board meetings, signed by the chair and the minute-taker (Art. 713 para. 3 CO).
Structure of a general meeting minutes template: header with company name, date, place and form of the meeting · chair, minute-taker, vote counter · attendance with shares represented · confirmation of proper convening or universal meeting · agenda items with motion, brief discussion, resolution and votes · requests for information and answers · statements for the record · technical problems · close with time · signatures.
Circular resolutions and minutes in the commercial register
If an entry is based on a resolution that does not require public notarisation, you file the minutes, an extract from the minutes or the circular resolution as supporting document (Art. 23 para. 1 CRO). Minutes are signed by the minute-taker and the chair, circular resolutions by all members of the body. No minutes are needed if all members of the board of directors sign the application; for a GmbH the same applies to the members’ meeting if all registered members sign the application (Art. 23 para. 3 CRO).
Circular resolutions and minutes with Hoop
In Hoop you prepare circular resolutions directly within a commercial register change. All members sign electronically with a qualified signature, returns are visible at all times, and the signed resolution goes to the commercial register office as supporting document together with the application. For extracts from minutes, you select the chair and minute-taker separately. More in the September 2025 product update; how to register a change on the board is explained in this guide.
Frequently asked questions about circular resolutions
Does a circular resolution have to be unanimous?
Not by law. The majority rules of the law, the articles of association and the regulations apply; many regulations set a stricter majority for circular resolutions. Regardless of this, any member can request oral deliberation and thereby force a meeting.
Is a circular resolution by email valid?
Since 2023 the board of directors may pass resolutions electronically without a signature, unless it has decided otherwise in writing (Art. 713 para. 2 CO). For the commercial register, all members must sign, electronically with a qualified signature.
Can the general meeting decide by circular resolution?
Yes, since 1 January 2023, unless a shareholder requests oral deliberation (Art. 701 para. 3 CO).
Who signs the minutes of the general meeting?
The minute-taker and the chair of the general meeting (Art. 702 para. 3 CO).
Does this also apply to a GmbH?
For the members’ meeting, yes, via Art. 805 para. 5 CO. For managing directors, the articles of association or regulations govern decision-making (Art. 809 para. 4 CO).
Last reviewed: November 2026
Next steps with Hoop
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