Reform push in Swiss corporate law.

Swiss corporate law has changed significantly in the past 15 years.
01 Nov 22 | Switzerland
Markus Boesiger

After the fundamentally revised law on limited liability companies (Gesellschaft mit beschränkter Haftung; GmbH) came into force in 2008 (Gesellschaft mit beschränkter Haftung; GmbH), the revision of the law on stock corporations (Aktiengesellschaft; AG) is now coming to an end with the entry into effect of various innovations on January 1, 2023. Swiss accounting law and commercial register law have also been fundamentally renewed in recent years.

In contrast to the situation in various foreign legislations, the stock corporation has become a popular form of legal entity in Switzerland, even for small or medium-sized companies. This is astonishing in so far, as the stock corporation is a purely capital-based company with few personalistic elements according to the legislator’s idea. This is in contrast to the limited liability company, which is tailored to enterprises with a closed circle of equity holders. The reason for the attractiveness of the stock corporation lies in that the stock corporation is so popular is due to the cumbersome former legal framework for limited liability companies which was unattractive for growth-oriented enterprises.

This legal disadvantage was eliminated in significant ways in important respects with the revision of the law in 2008, which is why the limited liability company has since experienced a significant upswing.

The revision of the new stock corporation law began as early as 2007. In lengthy parliamentary consultations, legal innovations were adopted which, among other things, strengthen shareholders’ rights and ensure greater transparency. The denomination of share capital can now not only be in Swiss francs but also in foreign currencies, namely in EUR, USD, GBP or yen. Furthermore, the introduction of the so-called capital band, which replaces the former authorized capital, creates even more flexibility in the area of capital acquisition.

However, the basic principles of Swiss stock corporate law have been preserved: tThe stock corporation remains a capital-oriented company. Nor has the so-calledThe “unity of stock corporation law” has also remained intact been abandoned, , meaning that i.e., there are basically no significant differences in the legal order for listed public companies and small companies with only a few shareholders. In addition, capital protection remains a central concern of stock corporation law in the phase of incorporation as well as during the life phase of the company.

With the entry into force of the new stock corporation law on January 1, 2023, a major reform push in corporate law, which affected Switzerland after the turn of the millennium, will now come to a good close for the time being.