Revision of company law: transition period will soon expire

On January 1, 2023, the revised Swiss company law came into force. It applies not only to stock corporations (AG), but also to limited liability companies (GmbH). A two-year transition period has been granted for the implementation of the new legal requirements, ending on December 31, 2024. From that point on, articles of association that do not comply with the new provisions will automatically be replaced by the statutory provisions of the revised company law.

Why it makes sense to amend the statutes

Although there is no immediate need for action, it may make sense for practical reasons to amend the statutes at an early stage. Such an amendment helps to avoid legal uncertainties and misunderstandings and ensures clear regulation.

For example, under the new company law, shareholders holding at least 5% of the share capital or voting rights can request that a matter be discussed at the Annual General Meeting. Older articles of association that still contain a threshold of CHF 1 million nominal value could lead to the incorrect rejection of agenda items. Such risks can be avoided by revising the articles of association in good time.

New opportunities through the revision of company law

The revision of the Swiss Code of Obligations offers companies not only challenges but also new structuring options. However, these require an amendment of the articles of association. The most important changes include:

• Virtual general meetings: These are only permissible if they are expressly provided for in the articles of association.
• General meetings abroad: Companies can hold their general meetings abroad, provided this is stipulated in the articles of association.
  
• Flexible regulations: Further changes, such as share par values of less than one centime, the management of share capital in foreign currencies or the introduction of a statutory arbitration clause, open up additional possibilities.

Use the time and act

Companies should use the time remaining until the end of 2024 to align their statutes with the new legal requirements. Even though the changes will apply automatically, an adjustment offers more clarity, legal certainty and flexibility. At the same time, good corporate governance is promoted.

Act now

The transitional period for the revision of company law will soon come to an end. Have your articles of association reviewed and take advantage of the new structuring options offered by the revised law. We will be happy to answer any questions you may have or provide you with individual advice.

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