5 reasons for an early adaption to the revised corporate law

In connection with the revision of Swiss corporate law, a number of changes were made to Swiss corporate law with effect from 1 January 2023 aimed at providing more flexibility. By law, all companies limited by shares now have time until the end of 2024 to adapt their articles of association to the revised corporate law. Nevertheless, it is advisable to make the adjustments as soon as possible to benefit from the revised law’s advantages.

By adapting the articles of association, new possibilities arise, such as:

• the introduction of a capital band, which allows for increased flexibility in structuring capital increases (comparable with the former authorized capital but with a longer period of validity);
• the ability to hold general meetings hybrid, virtual, abroad, or even by a circular resolution.

Furthermore, the revised corporate law has abolished the minimum par value of shares, making it possible to have a nominal value greater than zero and it is now also possible to keep the share capital in a foreign currency. However, in this case accounting must be kept in the same currency.

To take advantage of these changes legally, the articles of association must be modified accordingly. Failure to include such provisions in the articles of association can have severe consequences. For example, if a virtual general meeting is held without explicitly mentioning this possibility in the articles of association, any resolutions taken during such a general meeting are null and void. Also changing the share capital into another currency is only advisable if the startup has close ties with that currency, such as conducting most of its business in it.