Constitution (organization) of the board of directors
At least one member of the board of directors must be authorized to represent the company. The company must also be represented by a person who is a resident of Switzerland, who can be a member of the board or a director. If joint signatory authority with two signatures was agreed, then another member with at least joint signatory authority with two signatures must be appointed It is important to note that the board of directors can only choose its own chairperson if the articles of association have not granted this power to the annual general meeting.
How is constitution (organization) established?
By law, the board of directors of a stock corporation (AG) in Switzerland must elect a chairperson and a secretary. If the board of directors was not constituted in the inaugural meeting / certificate of incorporation, you must submit the minutes of the first meeting of the board of directors including the constitution and appointment of the signatories when you register the AG with the commercial registry.
Here, you'll find a sample text showing how the minutes might look.