AbaWeb
Modernisation of Swiss company law
With the entry into force of the new provisions of company law on 1 January 2023, the revision of company law, which has a long history, is considered complete. By modernising the existing company law, it should be adapted to the economic needs of the coming years and contribute to strengthening Switzerland as an attractive business location.
Share capital
In the area of capital regulations, the share capital can now be structured in a foreign currency, provided that it corresponds to the corresponding equivalent value in Swiss francs in the context of the formation or in the case of conversion, and the bookkeeping and accounting are carried out in the same foreign currency. In addition, the nominal value of the shares can now be set at any level and thus any number of shares can be created.
With the capital band, a new legal institution is introduced, which replaces the existing authorised capital increase under current law. The capital band consists of the statutory authorisation of the Board of Directors to independently increase or reduce the share capital within a defined range and any conditions for a maximum period of five years.
Interim dividend
With the revision of the company law, the legislator creates a legal basis for the distribution of an interim dividend. Essentially, the same requirements apply as for the ordinary dividend. An audit by the auditors of the proposal for the appropriation of profits and the required interim financial statements can be waived under certain circumstances.
General Meeting
Among other things, the new company law facilitates the exercise of membership rights and enables companies to hold their general meetings according to their needs. Under certain circumstances, a general meeting can now be held at different locations at the same time or, if the articles of association provide for this, even abroad, purely virtually or in hybrid form. However, the exercise of shareholders' rights in connection with the general meeting must not be made more difficult in an unobjective manner.
Board of Directors
The revision of company law is also intended to improve corporate governance at the board of directors level and to permit modern forms of communication and decision-making for the adoption of resolutions, such as the adoption of resolutions in simple electronic form.
The board of directors must now also monitor the solvency of the company. In the event of imminent insolvency, measures must be taken to ensure liquidity and, if necessary, to restructure the company. For the elimination of a half capital loss, the board of directors may first independently implement suitable measures before any further restructuring measures are to be proposed to the general meeting. With regard to over-indebtedness, the notification of the court may be omitted not only in the case of sufficient subordination, but also as long as there is a reasonable prospect that the over-indebtedness can be remedied within a reasonable period of time and the claims of the creditors are not additionally jeopardised in the process.
Transitional provisions
In addition to the above-mentioned changes, the New Company Law will bring with it numerous innovations as of 1 January 2023, which is why a review and adjustment of the Articles of Association and regulations is urgently required in view of this. Statutory and regulatory provisions that are not compatible with the new company law will remain in force for a maximum of two years after the new provisions come into force.
