Numerous changes to the new company law came into force on 1 January 2023. In addition to improving corporate governance, shareholder rights in particular will be strengthened, the general meeting will be modernised and capital regulations will be made more flexible. Companies will have to adapt their articles of association and internal regulations promptly.

1. By when must the articles of association and the organisational regulations be adapted?

The new company law applies to all existing companies immediately after its entry into force on 1 January 2023. Provisions in the current articles of association and internal regulations of the companies that contradict the new company law remain in force until further notice. However, these must be amended by 1 January 2025 at the latest. Since a large number of companies – especially internationally active companies – can benefit from the new provisions and the increased flexibility of company law, we recommend that the current articles of association and internal regulations be reviewed and adapted already today.

2. May share capital be denominated in a foreign currency and what is the minimum nominal value of a share?

The share capital may now be denominated in a permissible foreign currency such as the euro, US dollar, British pound or Japanese yen. The prerequisite is that this is indispensable for the management of the business activity and that the bookkeeping and accounting are done in the same currency. Existing companies may change currency at the beginning of each new financial year. The minimum par value of a share may now be less than CHF 0.01. However, it must be greater than zero in any case.

3. What is a capital band?

Instead of the authorised capital increase, joint-stock companies can introduce a so-called “capital band” with a maximum bandwidth of plus 50 % or minus 50 % of the registered share capital according to the new company law. Within the range decided by the general meeting and defined in the articles of association, the board of directors is authorised to flexibly reduce or increase the company’s share capital within a maximum period of five years.

4. May interim dividends be distributed?

What was controversial under the old law is expressly permitted under the new company law. The general meeting may declare an interim dividend on the basis of interim financial statements and distribute it from the profits of the current financial year. The interim financial statements must be audited by the auditors, unless the company has waived a limited audit (“opting out”) or all shareholders have approved the distribution. However, the interim dividend must not jeopardise the claims of creditors. 

5. Can the general meeting still be held in writing or electronically?

Based on the transitional regulation COVID 19, general meetings can still be held in writing or electronically until 31 December 2022.
As of 1 January 2023, the new company law provides for various permissible forms of holding a general meeting. Based on a corresponding provision in the articles of association, the general meeting can now be held as

1) a virtual meeting, i.e. completely electronically, excluding on-site participation in person (e.g. video conference),

2) as a hybrid meeting, i.e. physically at one or more meeting locations in Switzerland and abroad and with electronic participation, or

3) as a written meeting (circular resolution by written or electronic means).

6. What changes with regard to shareholder and minority rights?

Shareholders of partnerships representing at least 10% of the share capital or voting rights may now request information from the board of directors on the company’s affairs at any time and not only at the general meeting. In addition, shareholders representing at least more than 5 % of the share capital have the right to inspect the company’s books of account and correspondence even without the approval of the general meeting.

For a listed company, 5% of the share capital or voting rights may now be required to convene a general meeting. For all other companies, the threshold remains 10% of the share capital or voting rights. For a special investigation (formerly: special audit), the same shareholding thresholds as above are now required to convene a general meeting.

The threshold for the inclusion of agenda items and the prior submission of motions has been lowered to 5% of the share capital or voting rights for private companies and to 0.5% for listed companies.

7. Take Home Message

• Public limited companies and limited liability companies should review their articles of association and internal regulations by 1 July 2025 at the latest to ensure compliance with the new provisions.
• In order to benefit from the innovations and the flexibilisation of company law, e.g. the introduction of capital bands and the holding of virtual general meetings, a basis in the articles of association is required.

LINDEMANNLAW supports you in reviewing your company law documents such as articles of association, organisational regulations, shareholders’ agreements, etc. and makes suggestions for necessary and possible amendments. Through our in-house notaries, we can together with our legal and tax advise also offer you notarial services including amendments to your articles of association as a one-step-shop.