Company law: new regulations

A person at a desk with a calculator.

(04.01.2023) Adopted by Parliament in June 2020, the reform of the law on public limited companies (AGs) came into force on January 1, 2023. The new provisions aim, among other things, to relax the rules on capital and foundation and to allow the formation of share capital in foreign currency.

Following the timetable set by the Federal Council, the revision of the law on public limited companies, implemented through amendments to the Code of Obligations (CO) and the Ordinance on the Commercial Register (ORC), has been effective since 1 January 2023.

As part of the relaxation of capital and foundation rules, the reform introduces a new tool: the capital fluctuation margin. This buffer will allow the Board of Directors to increase or decrease the company's capital for a period of up to five years. In addition, it will now be possible to establish the share capital of a company in certain approved foreign currencies. However, crypto-currencies are excluded.

The reform also enshrined the provisions on excessive remuneration into law. The ordinance of the Federal Council against excessive remuneration in listed companies is therefore obsolete and has been repealed.

In addition to these new features, the reform also contains provisions concerning gender representation thresholds on the boards of large companies and an increase in transparency in the commodities sector.

Companies have two years (until January 1, 2025) to bring their articles of association into compliance with the new law. They will have to make these changes to benefit from the capital fluctuation margin.


Last modification 04.01.2023

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