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Outlook for the revision of stock corporation law

After a decade-long legislative process, the Swiss Parliament last year adopted the legislative text for the revision of stock corporation law. 

 

In addition to the adoption of the provisions of the Ordinance against Excessive Compensation in Listed Stock Corporations ("VegüV"), the introduction of a target gender quota in the executive board for significant listed companies, and the introduction of a disclosure requirement for payments to government agencies for significant resource extraction companies, there are numerous other changes with higher practical relevance for the entire breadth of Swiss companies:

 

  • Share capital can be denominated in foreign currency

 

  • New minimum par value per share of less than one centime or simply > 0

 

  • Increased flexibility in equity capitalization; by means of a capital band, the Board of Directors can flexibly increase and reduce the share capital for a maximum period of five years.

 

  • Explicit regulation on the possibility of distributing an interim dividend and share subscription by offsetting claims

 

  • AGM can now be held virtually and at several venues as well as abroad

 

  • General strengthening of shareholder rights

 

After entry into force, which is currently not expected before January 1, 2023, all companies have two years to adapt their articles of association and regulations to the new stock corporation law.

 

For any further questions or advice, please contact Remo Merz, Swiss certified tax expert, merz@fineac.ch.

 

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Remo Merz, 1. September 2021

 

Keywords: stock corporation law, revision of stock corporation law