The cycle
Annual compliance
The general meeting and accounts approval the governance record is produced around each year.
Annual complianceCorporate
secretarial
The governance record is the part of corporate life easiest to let slide and most expensive to have let slide. The moment it matters, a bank, auditor, buyer or authority asks to see it, and it either holds up or it does not. We run the board and shareholder meetings, draft the minutes and resolutions, and keep the share register and beneficial-owner register current and coherent. So the moment of scrutiny is routine, not a crisis, and where the company relies on Swiss substance, the minutes prove decisions are genuinely taken here.
At a glance
The record that holds up under scrutiny.
Meetings, minutes, resolutions, registers — kept right.
- Runs
- Board & shareholder meetings
- Produces
- Minutes & resolutions
- Maintains
- Share & beneficial-owner registers
- Files
- Commercial-register changes
- Tested by
- Banks, auditors, buyers
The essentials
What corporate secretarial work is
Corporate secretarial work produces and maintains the formal record of how a company is governed and owned: the board and shareholder meetings, the minutes and resolutions, and the share and beneficial-owner registers the Code of Obligations requires, plus the filings that reach the commercial register. It is easy to let slide and costly to have let slide: the record either holds up when someone asks, or it does not. We keep it current and coherent.
Who this is for
- companies whose governance records have drifted;
- internationally held entities needing valid resolutions;
- companies facing due diligence, financing or audit;
- structures whose minutes must evidence Swiss decisions.
Where it fits
Corporate secretarial work supports directorship and the substance package, and feeds the entity register.
The record
What the record contains
The governance record is a set of documents that must agree with each other and with what the company actually did.
| Document | What it records |
|---|---|
| Meeting minutes | Board and shareholder decisions |
| Resolutions | Accounts, appointments, capital, transactions |
| Share register | Shareholders and their holdings |
| Beneficial-owner register | Those who ultimately control the company |
These have to be consistent with each other, with the commercial register, and with the company’s actual activity: an auditor or buyer tests exactly that consistency. Where the company relies on Swiss substance, the minutes also evidence that decisions are genuinely taken here. We keep the whole record coherent.
How it runs
How we keep it
Run the meetings, produce the record, maintain the registers, and file the changes, current and coherent throughout.
- Step 1
Bring it current
Reviewing the existing record and reconstructing or reconciling whatever has drifted or is missing.
- Step 2
Run the meetings
Convening and running the board and shareholder meetings in the right form, including circular and electronic.
- Step 3
Produce the record
Drafting accurate minutes and properly adopted resolutions, consistent with what the company did.
- Step 4
Maintain the registers
Keeping the share and beneficial-owner registers current and correct as ownership changes.
- Ongoing
File & reconcile
Filing commercial-register changes and keeping the whole record consistent in full.
Budget
What it costs
Ongoing corporate secretarial work is scoped to the company’s activity: the number of meetings, resolutions and changes in a year. Bringing a neglected record current is a separate, one-off piece, sized to how much has drifted. Both are modest against the cost of a record that fails in due diligence or under an authority’s question.
We scope and quote against the company. Pricing is on request.
Discuss your governance record
What it takes
What a sound record requires
A governance record that holds up rests on:
- accurate, properly adopted minutes and resolutions;
- a share register that matches actual ownership;
- beneficial-owner reporting kept current;
- consistency with the commercial register and activity;
- changes filed correctly and on time.
The record fails at the worst moment, not in quiet times
A neglected governance record causes no trouble day to day. It causes trouble when the company needs it most: in the due diligence of a sale, the review by a financing bank, the audit, the authority’s substance question. That is when missing minutes, an out-of-date share register, or beneficial-owner reporting never done surface, and they can hold up or sink the matter at hand. The discipline is unglamorous (keep the record current and coherent in the quiet times), but it is what makes the loud moments routine. We keep it in order continuously, so it is ready before it is asked for.
Why Goldblum
The record: the work behind it
Running the meetings, producing the minutes and resolutions, and keeping the registers current and coherent, so the record holds up when asked, is the work this firm does.
Coherent
A record that agrees
Minutes, resolutions and registers consistent with each other, the commercial register and what the company actually did.
Current
Kept in order continuously
The record maintained in the quiet times, so the moment a bank, auditor or buyer asks is routine, not a scramble.
Linked
Evidence of substance
Board minutes that show decisions genuinely taken in Switzerland, tying the governance record to the substance position.
Related
Around the record
The board
Directorship services
The engaged director whose decisions the minutes and resolutions record.
Directorship servicesPortfolio
Entity management
The consolidated register the governance records of every entity feed into.
Entity management
FAQ
Corporate secretarial: FAQ
01What do corporate secretarial services cover?
They cover the governance machinery of a company: convening and running the board and shareholder meetings, drafting the minutes and resolutions, maintaining the share register and the register of beneficial owners, keeping the statutory documents in order, and filing the changes that need to reach the commercial register. In short, they produce and maintain the formal record of how the company is governed and owned. This is the part of corporate life that is easy to let slide and expensive to have let slide. Because the moment it matters, a bank, auditor, counterparty or authority asks to see it, and the record either holds up or it does not.
02Why does the governance record matter so much?
Because it is what proves the company is properly run and owned when someone with real bargaining power asks, and someone eventually does. A bank reviewing the relationship, an auditor signing off, a buyer in due diligence, a tax authority checking substance, a notary completing a transaction: each will ask to see minutes, resolutions and the share register, and each can hold up the matter at hand if the record is incomplete, inconsistent or missing. Good corporate secretarial work means that record is always current and coherent, so these moments are routine rather than crises. The value shows up when the company most needs to demonstrate it is in order.
03What needs to be minuted?
The decisions the law and good governance require to be recorded: shareholder resolutions at the general meeting, board decisions, and the specific matters that must be formally resolved: approving the accounts, appointments and resignations, capital changes, significant transactions, and the like. Minutes need to be accurate, properly adopted, and consistent with what the company actually did and with its other records. For a company relying on Swiss substance, board minutes also evidence that decisions are genuinely taken in Switzerland, which links the governance record to the substance position. We make sure the right things are minuted, properly, and at the right time.
04What is the share register and who has to keep it?
The share register is the company's record of its shareholders and their holdings, and every Swiss company must keep one. Since the reform that abolished most bearer shares, companies must also maintain a register of beneficial owners (those who ultimately control significant shareholdings), and shareholders have obligations to report the information that feeds it. A share register that is out of date or inconsistent with the company's actual ownership is a real problem: it surfaces in any transaction, financing or audit, and gaps in the beneficial-owner reporting carry consequences. We keep the share register and beneficial-owner register current and correct, so ownership is always provable.
05What happens if the records have been neglected?
They have to be reconstructed and brought current, ideally before the event that exposes the gap rather than during it. Neglected governance records (missing minutes, resolutions never properly adopted, a share register that does not match reality, beneficial-owner reporting never done) are common, and they tend to surface at the worst moment, in due diligence or under an authority's question. The fix is to rebuild the record properly: reconstruct what can be reconstructed, adopt what needs adopting, and reconcile the registers with the company's actual position. We do this remediation, and then keep the record current so it does not slip again. Catching up before the moment of scrutiny is far better than during it.
06Can meetings and resolutions be held without everyone in the room?
Yes, within the rules. Swiss company law allows for circular resolutions and, increasingly, meetings held by electronic means, so a board or shareholders need not always be physically together to take valid decisions, provided the formalities are observed and properly documented. For internationally held companies this flexibility is useful, but it has to be done correctly: a resolution that skips a required formality is vulnerable. Where a company relies on Swiss substance, there is also a tension to manage, since decisions should genuinely be taken in Switzerland. We run the meetings and resolutions in the right form for the company, balancing practicality with validity and the substance position.
07How does this connect to the share-related and capital changes?
Many corporate events (issuing or transferring shares, changing the capital, appointing or removing officers, amending the articles) require both a properly minuted resolution and, often, a filing with the commercial register, and the two must be consistent. Corporate secretarial work is what ties the decision to the record to the filing, so a capital increase or a share transfer is documented correctly in full rather than decided informally and never properly papered. Getting this wrong leaves a transaction questionable and a register out of step with reality. We handle the resolution, the record and the register filing as one coherent process.
08Do small or quiet companies need all this too?
Yes, though proportionately less. A small holding or a quiet SPV has fewer decisions and changes to record than an active company, but it still has the core obligations: a share register, beneficial-owner reporting, an annual general meeting with minutes, and properly adopted resolutions for the matters that require them. The volume is lower; the requirement is not optional. In fact a quiet company is where the record most often drifts, because little seems to be happening. Then a transaction or a financing arrives and the gaps surface. We keep even a light company's record current, scaled to its activity, so it is ready when something does happen.
09Can you act as company secretary, or only keep the records?
Both: the records are the output, but running the governance is the service. We can take on the company-secretary function in substance: convening the meetings, preparing the agendas, ensuring the right matters are resolved in the right form, drafting and keeping the minutes and resolutions, maintaining the registers, and handling the filings, so the governance is actually run, not just documented after the fact. For a company without its own secretarial function, this means the governance machinery operates properly without it having to build that capability internally. We provide as much or as little of the function as the company needs, from full secretarial support to keeping a specific record in order.
10Can Goldblum keep the governance record?
Yes. We convene and run the board and shareholder meetings, draft the minutes and resolutions, maintain the share register and the beneficial-owner register, keep the statutory documents in order, and handle the commercial-register filings that corporate events require. Where records have been neglected, we reconstruct and reconcile them before they are exposed. Because we also run the wider administration and, where relevant, provide directorship and substance, the governance record is consistent with everything else the company does. The aim is a record that is always current and coherent, so that when a bank, auditor or authority asks, it holds up.
Would your governance record hold up?
Tell us the state of your minutes, resolutions and share register. A partner brings them current and keeps them in order, ready for any scrutiny.