The reform of company law: what has changed

Since 1 January 2023 the reform of the law on the public limited company (AG) has been in force. It is not a cosmetic touch-up: it changes the way capital, governance and general meetings are conceived. Here is what really matters for anyone who has, or wants to open, an AG.

Share capital in foreign currency

The most concrete change: the share capital may be denominated in a foreign currency relevant to the business — typically EUR, USD, GBP or JPY — and no longer only in CHF. The condition: that currency must be the functional currency of the accounts, i.e. the one in which the company mainly operates.

Why is it useful? A company that invoices and finances itself in euros eliminates exchange-rate fluctuations between capital and accounts. The equivalent value must nevertheless meet the minimum threshold corresponding to CHF 100,000 at incorporation. Accounting and profit distribution also follow the chosen currency.

The capital band (Kapitalband)

This is the most eagerly awaited flexibility tool. The general meeting can authorise the board of directors to increase or reduce the capital, within a predefined band, for a maximum of five years.

The limits:

• The upper ceiling may not exceed 150% of the registered capital.
• The lower limit may not fall below 50%.
• The board acts within this range without convening the general meeting each time.

For a growing company, or one negotiating investment rounds, the capital band cuts notarial time and cost: changes happen when they are needed, not when the bureaucracy allows.

Digitalisation of general meetings

The reform formally recognises tools that previously lived in a grey area:

• General meeting held electronically (virtual), even without a physical venue, if the articles of association so provide.
• Electronic voting and remote participation for shareholders.
• General meeting abroad, under certain conditions.
• The possibility of resolutions by written circulation (including electronic) where no oral discussion is requested.

To use these options an adequate basis in the articles is required: many companies incorporated before 2023 must update their articles to take advantage of them.

Dividends and interim distributions

The distribution of interim dividends (advances on the dividend) is clarified and allowed on the basis of interim accounts, if the articles permit. Useful for companies with solid liquidity that do not want to wait for the annual closing.

Tolerance margins on capital

The reform also introduces greater flexibility on the par value of shares: it must be greater than zero, but is no longer tied to the old rigid threshold. This simplifies share splits and capital restructurings.

What you need to check now

If you have an AG incorporated before 2023, transitional law grants a period to adapt the articles to the new rules. Some old clauses remain valid for a limited time, then must be brought into line. The points to check:

• The clauses on general meetings (physical, virtual, abroad).
• The provisions on capital increase and reduction.
• Any conversion of the capital currency.
• The rules on convening meetings and shareholders’ rights.

Not every company has to change everything: it depends on how they operate and what they want to be able to do. But ignoring the reform means giving up useful tools — or ending up with articles that are out of step.

How we help you

We analyse your AG’s articles of association, identify what needs updating and prepare the amendments to be put to the general meeting, coordinating the notary and the commercial register. Let’s talk about your articles.