The new company law has been in force since January 1, 2023. Companies have until January 1, 2025 to adapt their articles of association to the new law. In particular, they must make these changes in order to benefit from the new capital band. The revision of the company law, which includes an amendment to the Swiss Code of Obligations and the Commercial Register Ordinance, has been in force since January 1, 2023 and must be implemented by companies within two years.
The reform introduces a new legal institution as part of the flexibilization of the formation and capital regulations: the capital band. This predetermined band allows the Board of Directors to increase or reduce the company’s capital over a maximum period of five years. In addition, it is now possible to manage a company’s share capital in certain foreign currencies or to split the nominal value.
Intended acquisitions in kind no longer have to be disclosed and are not subject to audit. Qualifying facts such as contributions in kind, offsetting liability, etc. must be disclosed in the articles of association but not (or no longer) entered in the commercial register. An arbitration clause can be included in the articles of association for disputes under company law.
The thresholds for participation or control rights have been lowered and shareholder rights have been strengthened, which is particularly important for SME. Shareholders who hold at least 10% of the share capital or voting rights can now request information in writing from the Board of Directors at any time, not just at the Annual General Meeting. Interim dividends from profits of the current year are possible on the basis of interim financial statements without the need for a statutory basis. General Meetings may be held virtually without a venue, at different locations simultaneously, abroad or in writing. A provision in the articles of association is required for a virtual meeting or abroad.
In addition, provisions on capital protection and other provisions for listed companies have been introduced.
It is recommended that the articles of association be reviewed for conformity with the new company law and that any amendments to the articles of association be made before January 1, 2025.