In many boards, several weeks pass between finished minutes and signed minutes. The minutes are printed, signed at the next in-person meeting, scanned and filed. There is rarely a deliberate decision behind this; usually it is uncertainty about what the law actually requires.
Signing board minutes electronically means that the chair and the minute-taker sign the minutes required by Art. 713 para. 3 CO with an electronic signature instead of ink on paper. Which level of signature is sufficient depends on whether the minutes are subject to a statutory requirement of written form. (This article does not replace legal advice.)
Art. 713 para. 3 CO requires two signatures, but no particular form
The rule is brief. Minutes must be kept of the board's deliberations and resolutions, signed by the chair and by the minute-taker. That means two signatures, not those of the whole board.
The law does not regulate the form, language or level of detail of the minutes; we have described this in more detail in our article on Art. 713 CO. The same applies to the signature: the Code of Obligations requires the minutes to be signed, but does not say that this has to be done by hand on paper.
Under the prevailing view, board minutes are not subject to written form
Swiss law prescribes written form for certain legal transactions, such as a guarantee (Bürgschaft) or the assignment of a claim. Under Art. 13 et seq. CO, written form means a handwritten signature. Electronically, under Art. 14 para. 2bis CO, only a qualified electronic signature combined with a qualified time stamp is treated as equivalent.
According to the prevailing view in practice, board minutes are not one of these cases. Art. 713 para. 3 CO is an organisational rule of company law, not a form requirement for a legal transaction. It follows that a simple electronic signature is generally sufficient for signing minutes.
This assessment is widely held, but it remains a legal opinion and is not expressly settled in the law. Anyone working in a regulated environment, or expecting that minutes may later have to serve as evidence in proceedings, should clarify the question for their own case.
SES, AES and QES differ mainly in how identity is established
The three terms are often mixed up, although they mean quite different things. The legal framework for the higher levels is set by the Federal Act on Electronic Signatures (ZertES).
The simple electronic signature (SES) shows that a person deliberately agreed to a document. It does not include a formal proof of identity. Its evidential value comes from the context, that is from the record of the signing process and from being able to trace who signed when.
The advanced electronic signature (AES) is uniquely linked to one person and connected to the document in such a way that any later change can be detected.
The qualified electronic signature (QES) is based on a qualified certificate from a recognised provider, and the signatory must be identified in advance. Combined with a qualified time stamp, it is equivalent to a handwritten signature.
So the QES is not the better signature for every purpose, but the more elaborate one for cases in which the law requires written form. For minutes without a written-form requirement, it mainly adds steps for everyone involved.
In a dispute, traceability matters more than the signature level
Once the question of form is settled, the real requirement shifts. What matters then is who signed when, in what order, on which version of the document, and whether anything was changed afterwards. These questions are easier to answer electronically than on paper, because a scanned sheet carries no history.
Signed minutes are kept for at least ten years
Art. 958f CO requires accounting records and vouchers to be kept for ten years, starting from the end of the financial year. In practice, board minutes are kept at least as long, and many companies keep them for as long as the company exists.
For electronic retention, the Ordinance on the Keeping and Retention of Business Records (GeBüV) also applies. Put simply, the records must remain readable and available throughout the whole period, and changes must be detectable.
For signed minutes, this mainly means two things. They are kept in a format that can still be opened in ten years, usually PDF, and the proof of who signed them stays with the document rather than separately from it. In addition, it should be possible to export them from the system without that system having to continue to exist.
When a recipient requires a different signature
The question of the signature level usually comes up again when a resolution leaves the company. For supporting documents, the commercial register office usually requires the original signed by hand or, for electronic filing, a qualified electronic signature. Banks often have their own requirements. The receiving body decides which form it accepts, and it is worth clarifying this before signing.
In these cases it is rarely the complete minutes that are sent, but an extract containing the resolution concerned. Who asks for one, what goes into it and how it is produced is covered in our article on the extract of minutes in the board.
How minutes are signed in HeyEla
In HeyEla, approved minutes go straight into circulation, sequentially or in parallel, depending on how the board handles it. Signing is done with the digital signature on a laptop, tablet or smartphone. Each person stores their signature once and then reuses it, and the status shows at any time who is still missing.
After the last signature, the minutes are stored in the document hub, with an audit trail that records who signed when. The signed minutes are available as a PDF and can be downloaded, including for filing outside HeyEla.
HeyEla supports the simple electronic signature (SES). This is a deliberate choice and suits board minutes under Art. 713 CO in practice. If a recipient requires a qualified electronic signature (QES), it is available in HeyEla as an add-on. For an original signed by hand, the document is exported and signed in the way required.
In HeyEla, the minutes that go into circulation usually come from the recording of the meeting. The AI minutes turn it into a structured draft, which the chair and the minute-taker review and approve, and teams typically save around 80% of the time they used to spend on minutes.
Conclusion
For board minutes, the Code of Obligations requires two signatures and no particular form. Under the prevailing view, a simple electronic signature is therefore generally sufficient, and the detour via the printer and the next meeting is not necessary. More important than the signature level is that it remains fully traceable who signed which version and when.
Frequently asked questions
Do board minutes have to be signed by hand? Not according to the prevailing view in practice. Art. 713 para. 3 CO requires the minutes to be signed by the chair and the minute-taker, but does not prescribe a particular form.
Is a simple electronic signature sufficient? For board minutes, generally yes, because they are not subject to a statutory written-form requirement. A qualified electronic signature is needed where the law requires written form or where a receiving body asks for it. In regulated environments it is worth clarifying your own case.
Do all board members have to sign? No. The law requires the signatures of the chair and the minute-taker. Many boards also approve the minutes at the next meeting, but that is not a statutory signing obligation for the other members.
How long must signed minutes be kept? In practice at least ten years, in line with Art. 958f CO and counted from the end of the financial year. For electronic retention, the GeBüV requirements on readability and integrity also apply.