Hardly any board task is as unpopular as the minutes - and hardly any is as important. This article summarises what Swiss law actually requires, how usable minutes are structured, and which parts of the work no longer need to be done by hand. (It does not replace legal advice.)
What the law requires
The central provision is brief: under Art. 713 para. 3 of the Swiss Code of Obligations (CO), minutes must be kept of the board's deliberations and resolutions, signed by the chair and the minute-taker. Added to this is the retention duty: business records must be kept for ten years (Art. 958f CO).
What is remarkable is what the law does not regulate: form, language and level of detail are not prescribed. Whether concise resolution minutes or more detailed deliberation minutes - the board decides itself. The usual approach is a middle path that records resolutions precisely and summarises the course of the discussion.
Why care pays off
The minutes are the board's central evidentiary document. When questions of liability arise, what counts is what was documented: Who received which information, which alternatives were discussed, who voted how, who put a reservation on record? Incomplete minutes protect nobody - clean minutes can make the difference years later. It also pays off in daily business: banks, auditors and authorities regularly ask for evidenced resolutions.
A proven structure
A simple structure has established itself in practice:
- Formalities: date, place/form of the meeting, those present and excused, confirmation of quorum.
- Agenda items in the order dealt with.
- Per agenda item: the starting position in a few sentences, motions made, resolutions passed with the voting result, dissenting opinions on request.
- Assignments/action items: who, what, by when.
- Signatures of the chair and the minute-taker.
What can be automated - and what cannot
The time-consuming part of minute-taking is not the deciding but the typing: listening back to the meeting, structuring, wording, managing versions, collecting signatures. Exactly these steps are handled by software today: from the recording and the agenda, a structured draft is created - with AI minutes that sort resolutions, responsibilities and discussion points to where they belong.
What stays with humans is the decisive part: the draft is reviewed, corrected and adopted by the board. The signatures of the chair and the minute-taker are expressly required by law - with a digital signature, this step too takes minutes instead of weeks. Our walkthrough creating meeting minutes automatically shows the whole journey from recording to signed document.
A word on generic AI note-taking tools
Transcription apps from everyday team work produce conversation notes - but minutes within the meaning of Art. 713 CO are more than a transcript: they need structure, resolutions, responsibility and signatures. Why this difference matters especially on a board, we wrote up separately: Why generic note-taking tools are not enough for boards.
Conclusion
The legal requirements for board minutes are manageable - a duty to keep minutes, two signatures, ten years of retention. The real effort lies in the manual work in between. And exactly that can largely be eliminated today, without the board giving up control or responsibility.