The bank wants to see the resolution on the new credit line, the commercial register office the resolution on the changed signing authority. But the minutes containing both also contain the discussion about succession in the executive board and the status of a sale project. So what gets sent is not the minutes, but an extract from them.
An extract of minutes, often also called an extract of a resolution, is the verbatim reproduction of individual agenda items or resolutions from signed minutes, confirmed by the signatures of the responsible persons as matching the original. It proves a resolution to third parties without them seeing the rest of the meeting. (This article does not replace legal advice.)
Who asks for an extract of minutes
The commercial register office. Entries in the commercial register are based on supporting documents. If the board appoints an authorised officer (Prokurist), changes signing authorities or moves the company's address within the same municipality, the office needs the resolution as a supporting document. An extract of minutes signed by the chair and the minute-taker is normally sufficient. The details are governed by the Commercial Register Ordinance (CRO), and the cantonal offices often have their own guidance notes and templates.
The bank. When opening an account, for new signing authorities, loans or collateral, the bank wants to see that the competent body has decided. Many banks have their own forms for this, but also accept a signed extract.
The notary. When a transaction is publicly notarised, such as the purchase of real estate, the notary needs the resolution by which the board approved the transaction or authorised someone. For some resolutions, however, an extract is not enough. If the board resolves on the amendment of the articles of association and the required findings in a capital increase, this has to be publicly notarised (Art. 652g CO).
The auditor. The auditor is a special case. Under Art. 730b para. 1 CO, the board provides the auditor with all documents it needs for its audit, and that usually includes the complete minutes. An extract tends to be used here when a single resolution needs to be documented separately.
Other bodies. Tax authorities, land registry offices, supervisory authorities for foundations, contractual partners in a due diligence. And internally: the executive board, a project team or a subsidiary that should know what was decided on their topic, and nothing else.
What goes into an extract of minutes
There is no statutory template for the extract. It has proven useful for it to contain the same information that makes the resolution valid in the minutes:
- its designation as an extract, and the company with its name and registered office
- date, place and form of the meeting, or a reference to a circular resolution
- the members present and the confirmation of the quorum, as stated in the minutes
- the agenda item and the resolution in its exact wording, with the voting result where needed
- the note "Certified as a true extract" with place and date
- the signatures, usually of the chair and the minute-taker, the same persons who sign the minutes under Art. 713 para. 3 CO
A sample, based on a typical resolution for the commercial register:
Extract from the minutes of the meeting of the board of directors of Sample Ltd, Zurich
Meeting of 14 October 2026 in Zurich. Present: [names of the members]. The chair confirms that the board has a quorum.
Agenda item 5: Signing authorities
The board grants Ms [name], of [place of origin], residing in [place of residence], joint power of procuration (Kollektivprokura zu zweien). The resolution is passed unanimously.
Certified as a true extract:
Zurich, 15 October 2026[Signature of the chair] · [Signature of the minute-taker]
The wording of the resolution is not reformulated. An extract that departs from the wording of the minutes is no longer an extract but a new statement.
Certification, notarial deeds and the form of signature
In most cases the signed original is sufficient. Anyone who can only submit a copy will, depending on the recipient, need a certified copy. For authorities abroad, certification of the signatures and an apostille are often added. And where the law requires a notarial deed, even the most careful extract does not replace it.
Which form of signature is accepted is decided by the receiving body. The commercial register office usually requires the original signed by hand or, for electronic filing, a qualified electronic signature. For internal recipients and many business partners, a simple electronic signature is often enough. It is worth clarifying the requirements with the recipient briefly before signing, rather than having an extract signed twice.
How an extract of minutes is usually produced today
In many boards the process is the same. Someone opens the minutes in Word, copies them, deletes everything except the resolution in question, adjusts the title, prints, collects two signatures, scans and sends.
This works, but it has a few weak points. When copying and shortening, the wording can change. After a few months, several extracts of the same minutes sit in different inboxes, and nobody knows exactly who sent which extract to whom. And because the effort is considerable, under time pressure the complete minutes sometimes go out after all, including everything that is none of the recipient's business. Why exactly that is sensitive for a board is explained in our article on access rights in the board.
The extract of minutes in HeyEla
In HeyEla, the extract of minutes is created directly from the existing minutes. You select the agenda items the recipient needs, and the wording comes from the minutes themselves, with no retyping. If needed, the extract can be adjusted in the editor, for example to add the certification note for the commercial register.
The extract is signed like the minutes, with the digital signature in HeyEla. The standard is the simple electronic signature (SES). If the commercial register or a bank requires a qualified electronic signature, it is available in HeyEla as an add-on. For recipients who require an original signed by hand, the extract is exported as Word or PDF and signed in the way required.
It remains traceable who created which extract, and the original minutes stay untouched. The sensitive discussion stays out, and the extract contains only what is needed. The requirements for the minutes the extract comes from are described in our article on Art. 713 CO.
Frequently asked questions
Who signs an extract of minutes? Usually the same persons as the minutes, that is the chair and the minute-taker. Some recipients, banks in particular, additionally or instead require the signatures of persons registered in the commercial register as authorised signatories. This is best clarified in advance.
Does an extract of minutes have to be certified? Not as a rule. The signed original is sufficient for most bodies. A copy usually has to be certified, and for use abroad, depending on the country, certification of the signatures and an apostille are needed. Certain resolutions, such as amendments to the articles of association in a capital increase, require a notarial deed.
Can the complete minutes be passed on instead of an extract? It is not expressly prohibited, but it is rarely right. The minutes usually contain information the recipient does not need and that is confidential, and the members of the board owe the company a duty of care and loyalty (Art. 717 CO). The exception is the auditor, which under Art. 730b CO is entitled to all documents it needs for its audit.