The new Swiss corporate law brings several changes. It came into force on January 1, 2023, and the transitional period is coming to an end.
What does this mean for you?
As of January 1, 2025, all provisions in the articles of association that do not comply with the new law will become invalid. Outdated articles may lead to legal uncertainty. Without up-to-date articles, your company risks objections from the commercial register and potential conflicts with shareholders.
Do you need to update your articles now?
Not necessarily – but it is strongly recommended. Provisions that contradict the new law will automatically lose their validity on December 31, 2024, and will be replaced by statutory regulations. This could become problematic later, especially if outdated provisions are overlooked during changes like name or seat transfers, leading to objections from the commercial register.
A revision creates clarity and gives you back control. It allows you to act with confidence in the future.
The Most Common Updates You Should Know About
Shareholder Rights
The new law strengthens shareholders' rights. Previously, certain rights depended solely on capital share. Now, the number of votes also counts, giving minority shareholders more influence.
Access to Audit Report Before the General Meeting
The law now allows companies to make the management and audit report electronically available 20 days before the general meeting. If your articles still require physical inspection at the registered office, an update is advisable.
Election of the Board of Directors
Since the reform, board members must be elected individually, unless a collective election is explicitly provided for in the articles. To continue electing in globo, this must now be specified in the articles.
Undesired Delegation of Management
If shareholders wish to prevent the board from delegating management to individual members or third parties, the articles must explicitly prohibit it. Previously, such delegation had to be expressly authorized. This is no longer the case.
Intended Acquisition of Assets
Regulations concerning intended acquisitions of assets have been abolished. Any corresponding provisions should be removed from the articles and the commercial register.
Additional Reasons to Update Your Articles
Currency of Share Capital
Share capital can now be denominated in a foreign currency relevant to the company’s business (EUR, USD, GBP, JPY). This requires a shareholder resolution and amendment of the articles.
Minimum Nominal Value
The nominal value of shares can now be less than one cent, as long as it is greater than zero. This also requires a statutory amendment if you wish to take advantage of this option.
Forms of General Meetings
General meetings can now be held physically, virtually, simultaneously at multiple locations, abroad, or via circular resolution. A fully virtual or foreign-location meeting must be authorized by the articles. Further details should also be regulated in the articles or bylaws.
Authorized Capital Replaced by Capital Band
If your company introduced authorized capital before January 1, 2023, it can still be used until the expiry of its term. Beyond that, adopting a capital band requires amending the articles.
How to Update Your Articles Easily
All amendments must be approved by a shareholder resolution with public notarization. A simple majority is usually sufficient. Some important changes require a qualified majority. The amended articles must then be submitted to the commercial register.
Simple and Digital Revision of Articles of Association with Konsento
Updating your articles helps avoid legal inconsistencies and facilitates future filings. For companies with multiple shareholders, current articles create clarity and reduce legal risks.
Konsento, in cooperation with the notarial law firm KAISER ODERMATT & PARTNER, offers a fast, compliant, and affordable digital process to revise your articles.
Discover our streamlined solution and bring your articles up to date with confidence.
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