By the end of June: general meeting, minutes, and withholding tax

The annual accounts are done – but for an AG or a GmbH, the work isn’t quite finished. A small but mandatory part follows: the ordinary general meeting with its minutes and – if a dividend is declared – withholding tax. And right now, the clock is ticking.

The deadline: six months to the general meeting

The ordinary general meeting (for a GmbH, the shareholders’ meeting) must take place within six months of the close of the business year (Art. 699 CO for the AG, Art. 805 CO for the GmbH). For companies on a calendar year, that means by 30 June. The deadline can be shortened by the articles of association, but not extended.

For a long time, the six-month deadline was treated as a mere procedural rule. That has tightened: under more recent case law, the board’s term of office ends at the expiry of the sixth month if the general meeting isn’t held on time or the re-election isn’t on the agenda – which can lead to an organisational defect. So the deadline has teeth.

The minutes: what is resolved – and documented

At the general meeting, the key resolutions on the business year are passed and recorded in the minutes. These typically include:

• approval of the annual accounts,
• the appropriation of the balance sheet profit – including any dividend,
• discharge of the management or board of directors,
• elections (e.g. board, management, auditor), where due.

The minutes are the formal basis for everything that follows – including for tax.

A dividend? Then comes withholding tax

If your AG or GmbH declares a dividend, federal withholding tax of 35% falls due on it. It’s a self-assessed tax: you report it to the Swiss Federal Tax Administration (FTA) on your own initiative – the AG with Form 103, the GmbH with Form 110 – within 30 days of the dividend becoming due, together with a signed copy of the annual accounts. If no due date is recorded in the minutes, the date of the general meeting applies.

(In group structures, a reporting procedure may be requested instead of payment, under certain conditions – the exception, not the rule.)

How Arcarius takes this off your plate

Arcarius prepares exactly these formalities straight from your annual accounts:

The minutes. In Reporting, Arcarius creates a complete set of general-meeting minutes – with the agenda, constitution, approval of the annual accounts, appropriation of profit, discharge, and elections. It derives the resolutions from your accounts. You edit all the text freely, the layout of your annual accounts is applied, and you download the minutes as a separate PDF.

The withholding tax declaration. If you resolve a dividend, Arcarius automatically detects the withholding-tax obligation and prepares a declaration in the layout of the official Form 103/110 – with company details, participation rights, the gross dividend, the 35%, and the relevant dates and deadlines, taken from your accounting. You review, adjust if needed, and download the PDF.

Important: the declaration is a preparation. Filing and paying the withholding tax remains with you at the FTA – Arcarius simply assembles all the details close to the form and ready to check.

Why it matters

Under deadline pressure, it’s often exactly these last steps that get left behind – even though they’re quick to handle when the basis is right. Because the minutes and the declaration come straight out of the close, the final hurdle before the deadline falls away. The rest – review, sign, file – stays in your hands.

Read more: Minutes in Reporting · Withholding tax declaration (Form 103/110) · Reporting – overview and scope