A company is sold three years after a board meeting nobody remembers clearly. The buyer's lawyer asks for the resolution that approved a licence agreement. What turns up is a Word file last saved by someone who has since left, a PDF printed two months after the meeting, and an email in which the chair asked for "a small correction" to the wording. Nobody can say which text the board approved, or on which day. That is the shape of most disputes over minutes.
What the Code of Obligations asks of the minutes
The Swiss Code of Obligations is short on this. Under Article 713 paragraph 2, the board of directors may pass resolutions at a meeting with a physical venue, by electronic means, or in writing on paper or electronically, unless a member requests oral debate. If a resolution is passed electronically, no signature is required unless the board specifies one in writing. Paragraph 3 then says minutes shall be kept of the board's discussions and resolutions, signed by the chair and the minute-taker.
For the general meeting, Article 702 paragraph 2 lists what the minutes must record: the date, start and end times, form and venue, the shares represented, the resolutions and election results, requests for information and the answers given, statements made for the record, and significant technical problems. Paragraph 3 requires the signatures of the minute-taker and the chair. Paragraph 4 gives any shareholder the right to request access to the minutes within 30 days.
A board that meets by video can resolve without a signature, but the minutes are still signed by two named people. The question years later is whether this file is that signed record, unchanged, and when it came into existence.
Which electronic signature counts
Article 14 paragraph 2bis of the Code of Obligations answers the first part. A qualified electronic signature combined with a qualified time stamp under the Federal Act on Electronic Signatures (ZertES) is deemed equivalent to a handwritten signature, subject to any statutory or contractual provision to the contrary. A typed name or a scanned signature pasted into a PDF is not that. The chair and the minute-taker each need a qualified certificate from a recognised provider, with a qualified time stamp attached to the signature.
What the sealed file carries
On Swiss Trust Layer the minutes are uploaded into a folder and sealed. A cryptographic fingerprint of the file is computed, and that fingerprint, not the document, is sent to Swisscom Trust Services, the qualified trust service provider, which signs it with a key that never leaves its hardware. The signature, which already contains a time stamp under RFC 3161, is embedded back into the PDF. The original file is not altered.
That time stamp is what settles the "when" question. Under Article 41(2) of the eIDAS Regulation, a qualified electronic time stamp enjoys the presumption of the accuracy of the date and time it indicates and of the integrity of the data to which that date and time are bound. The certificates and revocation information needed to check the signature are embedded into the PDF as well, so a PDF reader shows the signature as LTV-enabled.
Two signers, one file
The portal's multi-signer flow is built for exactly the chair-plus-minute-taker case. The owner of the sealed folder, usually whoever wrote the minutes, adds the other person as a signer with their name, email and phone number. A signature field is placed on the PDF for each of them. The owner signs first; the second signer is then invited and signs with their own qualified signature. The certificate of proof for that version becomes available once the owner has signed, and it shows the name the folder was sealed for and the sealed date and time in UTC.
Corrections become versions, not overwrites
Minutes are often circulated as a draft, corrected, and approved at the next meeting. The failure mode is a single file edited in place. In the portal each folder has a version history, and a correction or the approved minutes are added as a new version, sealed and certified separately. A note can be attached to each version, so "draft circulated after the meeting" and "approved at the following meeting" sit next to their own time stamps. The fingerprint of an issued version never changes. Anyone reading the history later sees the sequence, not a story about it.
The shareholder's 30 days, and the auditor years later
When a shareholder uses the right under Article 702 paragraph 4, hand over the sealed PDF. They can drop it into the public validator at swisstrustlayer.com/validate without creating an account. It checks the signature chain, the issuing certificate authority, certificate expiry and time stamp integrity, and shows who signed, when, with which certificate, and whether the content was modified after signing. It recognizes qualified signatures under both eIDAS and ZertES. The validator processes signature metadata and does not store the document, which matters when the minutes themselves are confidential. An auditor years later does the same thing with the same file.
What the seal does not prove
A seal proves that this exact text existed at that moment and has not changed since. It does not prove that the meeting was validly convened or that the resolution is valid in substance. Those questions are answered by the notice and the attendance list, which belong alongside the sealed minutes, not replaced by them. A time stamp also cannot be added backwards. Minutes sealed when the dispute starts carry that date, not the meeting's.
One step for this week
Take the minutes of your last board meeting in their approved form, seal them, and have the chair and the minute-taker sign through the multi-signer flow. Store the sealed PDF and its certificate with the company records. From the next meeting on, do it the day the minutes are approved. The full mechanism is on how it works.
Seal your first document on Swiss Trust Layer and give the next person who asks "which version, and when" a file that answers for itself.
