Selected Legislative Revisions As Of January 1, 2023

• Published date: 04 April 2024
• Law Firm: Staiger Attorneys at Law
• Author: Staiger Attorneys At Law

STAIGER informs about selected legislative revisions and new regulations that entered into effect in January 2023:

• New revised stock Corporation Law
• Innovations in Tax Law
• Other selected legislative revisions
  

New revised stock corporation law - new opportunities for corporate entities

On June 19, 2020, Swiss Parliament approved the revision of stock corporation law, which now entered into force on January 1, 2023. The goal of the comprehensive revision was to modernize stock corporation and accounting law and to adapt it to current economic needs. Companies have two years to adapt their Articles of Association and regulations to the new provisions. If the necessary adjustments are not made within this timeframe, the provisions of the Articles of Association or regulations that are not in compliance with the new law will automatically become invalid after expiry of the deadline. The following comments and explanations shall high-light the new options available to companies as a result of the newly applicable law, which will require amendment of the Articles of Association.

Share capital in foreign currency and capital band

The newly applicable company law allows existing and newly established companies to declare their share capital in the foreign currency that is essential for their business activities. If a foreign currency is applied, the accounting and financial reporting must also reflect the same foreign currency. Consequently, the nominal value of the shares no longer needs to be denominated in Swiss Francs and can now be reduced to less than the previous minimum required (CHF 0.01) as long as it is greater than zero.

A further innovation is the introduction of a so-called "capital band": this enables the company's General Meeting to authorize the Board of Directors to increase or reduce the share capital entered in the Commercial Register for a maximum period of five years within a certain bandwidth, but not exceeding +/- 50% of the registered share capital, without having to go through the formal procedure of a capital increase or reduction, as was previously the case.

If a capital band is to be introduced or a change in the currency of the share capital is to be made, this must be approved by the General Meeting and the Articles of Association must be amended accordingly.

A qualified majority is required for a resolution on the capital band. The nominal amount of the upper and lower limit of the capital band must be quantified and included in...