In short. A minority shareholder who is kept in the dark in a Swiss company is not powerless, but the available rights depend on the size of the stake and on short deadlines. Any shareholder can question the board at the general meeting and challenge its resolutions within two months. In an unlisted company, 5% of the capital or votes gives access to the books, and 10% allows written questions to the board, requiring a general meeting to be called and asking the court for a special investigation. A refusal to provide information must be taken to court within 30 days. Order matters, because a special investigation requires the right to information to have been exercised first. Dissolution is a last resort.
One shareholder holds 49% of a Swiss company, the majority holds 51%. The relationship breaks down, he leaves the board, then sees more than CHF 1.4 million of legal advisory costs booked in a single year, along with services bought from the majority shareholder and persons close to it. His first application for a special investigation fails because he had not properly exercised his right to information. He starts again, in the right order. Written questions, the same questions at the general meeting, a proposal for a special investigation voted down by the majority, then an application to the court. This time the investigation is ordered, and the Federal Supreme Court upholds it in substance (Federal Supreme Court, 4A_132/2025, 20 November 2025). More than three years after the first application.
The case was heard in Zurich, but the rules are federal and apply in the same way to a company limited by shares (SA/AG) based in Geneva, where these disputes go to the Court of First Instance (art. 86 para. 1 of the Geneva Judicial Organisation Act). A limited liability company (Sàrl/GmbH) follows partly different rules, set out below.
What rights does a minority shareholder have in Switzerland?
Most thresholds can be reached by several shareholders acting together. Two minority shareholders with 6% each reach 10% between them.
- Any shareholder. Question the board and the auditors at the general meeting (art. 697 para. 1 CO), propose a special investigation once the right to information has been exercised (art. 697c para. 1 CO), challenge a resolution of the general meeting (art. 706 CO), bring a claim for restitution or for directors’ liability (art. 678 and 756 CO).
- 5% of the capital or votes. Inspect the books and records (art. 697a para. 1 CO). In an unlisted company, add an item to the agenda (art. 699b para. 1 no. 2 CO).
- 10% in an unlisted company. Ask the board for information in writing (art. 697 para. 2 CO), require a general meeting to be called (art. 699 para. 3 no. 2 CO), ask the court for a special investigation refused by the general meeting (art. 697d para. 1 no. 2 CO).
- 10% in any company. Apply for dissolution for good cause (art. 736 para. 1 no. 4 CO).
How do I get information from the board?
In writing, if you reach the threshold. The board must answer a request for information within four months (art. 697 para. 2 and 3 CO) and grant inspection of the books within the same period, and the shareholder may take notes (art. 697a CO). At the general meeting, questions and answers must be recorded in the minutes (art. 702 para. 2 no. 4 CO), which any shareholder can obtain within 30 days (para. 4). Those minutes will become evidence, so bring your questions in writing and ask for them to be recorded.
The company may refuse, but only for a reason. Information is owed insofar as it is necessary to exercise shareholder rights and does not endanger business secrets or other legitimate interests of the company, and any refusal must be reasoned in writing (art. 697 para. 4 and 697a para. 3 CO). A question tied to a concrete purpose, such as voting on an informed basis or assessing a liability claim, is harder to refuse.
The board refuses or gives evasive answers. What now?
Go to court within 30 days. A shareholder who has been refused information or inspection, or prevented from exercising these rights in whole or in part, may ask the court to order the company to comply (art. 697b CO). This is a summary procedure (art. 250 let. c no. 7 CPC), with no prior conciliation (art. 198 let. a CPC).
When should I ask for a special investigation?
When the answers are not enough and specific suspicions remain. A shareholder who has already exercised the right to information may propose to the general meeting that specific facts be examined by independent experts (art. 697c para. 1 CO). If the meeting agrees, the company or any shareholder asks the court within 30 days to appoint the experts (para. 2). If it refuses, shareholders holding together 10% of an unlisted company may apply to the court within three months (art. 697d para. 1 CO). The court orders the investigation where they show it is plausible that founders or corporate bodies breached the law or the articles in a way likely to harm the company or the shareholders (para. 3).
Case law adds its own requirements. The prior exercise of the right to information must be proven, not merely shown to be plausible (BGE 140 III 610, decided under the former law). The first Zurich application failed on this precondition, as the right to information had not been properly exercised on the subject of the investigation. Questions must be specific, since a special investigation is neither a fishing expedition nor a way to reopen points the board has already clearly answered (Federal Supreme Court, 4A_132/2025, 20 November 2025). On standing, breach of the law and necessity, conditions that are materially unchanged since the 2023 reform, earlier case law remains fully valid (Federal Supreme Court, 4A_250/2025, 15 October 2025).
One advantage is often overlooked. While the special investigation is pending and carried out, the limitation period for liability and restitution claims is suspended (art. 760 para. 1 and 678a para. 1 CO).
Can I challenge a shareholders’ resolution in Switzerland?
Yes, within two months of the general meeting, after which the right to sue lapses (art. 706a para. 1 CO). Any shareholder may sue the company where a resolution breaches the law or the articles, in particular where it restricts shareholder rights without good reason or results in unequal treatment not justified by the company’s purpose (art. 706 para. 1 and 2 CO). A judgment setting the resolution aside applies to all shareholders (para. 5). The case normally starts with a request for conciliation (art. 197 CPC), and filing that request within the two months is enough to meet the deadline (art. 62 para. 1 and 64 para. 2 CPC), provided the claim is then brought before the court within three months of the authorisation to proceed (art. 209 para. 3 CPC). Void resolutions (art. 706b CO) follow other rules and should not be relied on to make up for a missed deadline.
Can I force the board to call a general meeting?
Yes, with 10% of an unlisted company, by a written request stating the agenda items and proposals (art. 699 para. 3 and 4 CO). If the board does not act within a reasonable time, and at the latest within 60 days, the court may order the meeting to be called (para. 5). With 5% of an unlisted company, you can have an item added to the agenda, with a short statement of reasons that must be reproduced in the notice (art. 699b CO).
Money has left the company. What can a minority shareholder claim?
A restitution claim covers benefits unduly received by shareholders, directors, managers or persons close to them, whether dividends, remuneration or other payments, as well as a clearly disproportionate price in a transaction with them (art. 678 para. 1 and 2 CO). A liability claim targets directors and managers who cause loss by intentionally or negligently breaching their duties (art. 754 para. 1 CO). The shareholder sues for payment to the company, both for restitution (art. 678 para. 4 CO) and for loss suffered by the company (art. 756 para. 1 CO).
Do the maths first. The minority shareholder bears the risk of litigation whose proceeds go to the company, and so partly to the majority. The law softens this, since a court dismissing such a claim may split the costs between the company and the claimant (art. 107 para. 1bis CPC). These claims can also serve as leverage to negotiate an exit.
Criminal law is another route. Criminal mismanagement punishes a person who must manage another’s financial interests and harms them in breach of duty (art. 158 no. 1 SCC). A complaint needs careful preparation. In the Zurich case, it was the company that had reported the minority shareholder, among other things for criminal mismanagement, and the proceedings were dropped on that point. See our article on the executive under criminal investigation in Geneva.
What changes in a Sàrl (GmbH)?
Information rights are broader. Every member, whatever the size of the holding, may ask the managing officers for information on all the company’s affairs (art. 802 para. 1 CO). Without an auditor, members may inspect the books without restriction, with an auditor they must show a plausible legitimate interest (para. 2). An unjustified refusal can be taken to court (para. 4).
Above all, a Sàrl allows an exit. A member may ask the court for permission to leave for good cause (art. 822 para. 1 CO) and is then entitled to compensation at the real value of the shares (art. 825 para. 1 CO), payable within the limits set by art. 825a CO. The other members have three months to do the same, in which case all leaving members are treated equally (art. 822a CO). The reverse also exists, as the company may ask the court to expel a member for good cause (art. 823 para. 1 CO).
Can a minority shareholder force a buyout or a dissolution?
Swiss law gives no general right to be bought out of a company limited by shares. Shareholders representing at least 10% of the capital or votes may apply for dissolution for good cause, and the court may instead order another solution that is appropriate and reasonable for those involved (art. 736 para. 1 no. 4 and para. 2 CO). In a Sàrl, each member may apply, and the law mentions compensation at the real value of the shares (art. 821 para. 3 CO).
The bar is high. The Federal Supreme Court treats dissolution as a measure of last resort, for situations that have become intolerable, and refuses it where the minority can protect its interests by less drastic means, such as challenging a resolution or seeking information through the court (BGE 136 III 278, E. 2.2.2). The rights described above come first, and they also build the case. The realistic outcome is often a negotiated exit, with the shares bought by the majority or a third party. A shareholders’ agreement with exit and valuation clauses can avoid getting there, see our article on 50/50 and 51/49 shareholders’ agreements and, on the buyer’s side, our page on buying a company in Geneva.
If you live outside Switzerland
Swiss courts at the company’s seat have jurisdiction over company law disputes against the company, its members and persons liable under company law (art. 151 para. 1 PILA), subject to applicable treaties. A court may order a party domiciled abroad to give an address for service in Switzerland (art. 140 CPC). In ordinary proceedings, such as a challenge to a resolution or a liability claim, a claimant without a domicile in Switzerland must, at the defendant’s request, provide security for the defendant’s costs (art. 99 para. 1 let. a CPC), subject to treaty exceptions (art. 2 CPC). No such security is due in summary proceedings, such as an application for information or for a special investigation (art. 99 para. 3 let. c CPC).
Key deadlines
- 30 days. Court application after information or inspection has been refused (art. 697b CO).
- 30 days. Application to appoint experts once the general meeting approves a special investigation (art. 697c para. 2 CO).
- 60 days. Maximum time for the board to act on a request to call a meeting (art. 699 para. 5 CO).
- 2 months. Challenge to a resolution of the general meeting (art. 706a para. 1 CO).
- 3 months. Application for a special investigation after the general meeting has refused it (art. 697d para. 1 CO).
- 4 months. Time for the board to answer a written request for information or grant inspection (art. 697 para. 3 and 697a para. 2 CO).
- 3 and 10 years. Limitation of restitution and liability claims, suspended during a special investigation (art. 678a and 760 CO).
Frequently asked questions
What are minority shareholder rights in Switzerland?
Any shareholder can ask questions at the general meeting, challenge its resolutions within two months and bring restitution or liability claims for payment to the company. In an unlisted company, 5% of the capital or votes allows inspection of the books, and 10% allows written requests for information, requiring a general meeting to be called and asking the court for a special investigation. Several shareholders can combine their holdings.
Can a minority shareholder force a buyout in Switzerland?
Not as such in a company limited by shares. With 10% of the capital or votes, a shareholder may apply for dissolution for good cause, and the court may order another appropriate solution instead (art. 736 CO). In a Sàrl, a member may ask to leave for good cause and receive the real value of the shares (art. 822 and 825 CO). A shareholders’ agreement can settle the question in advance.
How long do I have to challenge a shareholders’ resolution?
Two months from the general meeting, after which the right lapses (art. 706a para. 1 CO). Filing a request for conciliation within that period is enough to meet the deadline (art. 62 and 64 para. 2 CPC), provided the claim is then filed with the court within three months of the authorisation to proceed (art. 209 para. 3 CPC). A judgment setting the resolution aside applies to all shareholders.
What is a special investigation (special audit) under Swiss law?
An examination of specific facts by independent experts appointed by the court. Any shareholder who has already exercised the right to information may propose it at the general meeting. If the meeting refuses, shareholders holding together 10% of an unlisted company may apply to the court within three months, showing a plausible breach of the law or articles likely to cause harm (art. 697c and 697d CO).
Can I sue the directors of a Swiss company personally?
Yes, where they caused loss by intentionally or negligently breaching their duties (art. 754 CO). For loss suffered by the company, the shareholder sues for payment to the company (art. 756 CO). The claim is time-barred three years after the injured party learned of the loss and of the person liable, and in any event ten years after the harmful act, with suspension during a special investigation (art. 760 para. 1 CO), subject to a longer period where the loss results from a criminal act (para. 2).
The board will not answer my questions. Do I need a lawyer?
The law does not require one for a request for information, but what follows depends on it. A special investigation can only cover questions raised in a request for information or inspection, or raised at the general meeting during the debate on the proposal for a special investigation (art. 697d para. 2 CO). Vague questions therefore narrow any special investigation that may follow.
Legal basis and case law
Swiss Code of Obligations (CO): art. 678, 678a, 697, 697a, 697b, 697c, 697d, 699, 699b, 702, 706, 706a, 706b, 736, 754, 756, 760, 802, 821, 822, 822a, 823, 825 and 825a. Civil Procedure Code (CPC): art. 2, 62, 64, 99, 107, 140, 197, 198, 209 and 250. Swiss Criminal Code (SCC): art. 158. Private International Law Act (PILA): art. 151. Geneva Judicial Organisation Act: art. 86.
Case law: BGE 136 III 278, BGE 140 III 610, Federal Supreme Court 4A_250/2025 of 15 October 2025 and 4A_132/2025 of 20 November 2025.
Sources: Code of Obligations, Civil Procedure Code, Criminal Code and Private International Law Act on Fedlex. Federal Supreme Court, judgment 4A_132/2025.
About this type of case
See our page corporate lawyer in Geneva and our page business lawyer in Geneva.
In a shareholder dispute, the first written steps often shape everything that follows, and a 30-day or two-month deadline is easily missed. A first meeting, with the articles, any shareholders’ agreement and the latest minutes in hand, lets us assess your actual rights, the deadlines running and the most realistic exit. Matthias Traussnig worked at a Big Four firm and advises companies and their shareholders, from drafting shareholders’ agreements to handling disputes. To discuss your situation: +41 22 512 76 00 or use the contact form.