NEWS

 

Revision of stock corporation law enters into force on January 1, 2023

The revision of stock corporation law passed by Parliament in the summer of 2020 will now be put into effect by the Federal Council as of January 1, 2023.

 

The revision includes the implementation of the “Abzocker” initiative (and thus, the repeal of the ordinance against excessive compensation in listed stock corporations; VegüV), new provisions for more flexible formation and capital regulations, introduction of gender benchmarks, and stricter transparency rules for companies in the extraction of raw materials. We refer to our outlook in this matter dated September 1, 2021 (LINK News Fineac) and would like to point out some central changes once again:

 

  • Share capital can be denominated in foreign currency (already before, accounting could be done in the currency relevant for business activities)

 

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

 

  • Increased flexibility in equity capitalization; by means of a capital band, the Board of Directors can flexibly increase or decrease the share capital by a maximum of 50% of the registered share capital for a maximum of five years

 

  • Authorized capital increase is cancelled due to capital band

 

  • Explicit regulation on the possibility of paying an interim dividend and of paying by offsetting receivables that are not recoverable (not covered or not fully covered by assets)

 

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

 

  • Provisions on the intended acquisition of assets - as an element of a qualified formation/capital increase - are repealed

 

  • It is now stated that only non-repayable legal reserves count for the threshold value of the half capital loss

 

  • Subordinations must now also explicitly include interest claims during over-indebtedness

 

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

 

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Remo Merz, 23 February 2022

 

Keywords: stock corporation law, revision of stock corporation law