The case

What’s the issue? The revision of the Stock Corporation Act aims to transpose the Ordinance against Excessive Compensation in Listed Stock Corporations, which entered into force on 1 January 2014, into federal law. In addition to that, the corporate governance of unlisted companies will be improved. The provisions for the foundation and the provisions for capital regulations are to be made more flexible and the company law is to be adapted to the new accounting law. The new regulations apply from 1 January 2023. For more see link:

Source: Federal Office of Justice & WalderWyss (Newsletter 170)

The commentary

The revision of Swiss company law leads to numerous changes and innovations, in particular new, more flexible provisions on share capital, strengthened shareholder rights, more flexibility in the organisation of general meetings and more precise duties of the board of directors for companies in financial difficulties. In addition, the revision also introduces new provisions that only apply to listed companies, such as the provisions on limiting remuneration and introducing gender quotas on the board of directors and executive board. Due to the changes and innovations introduced by this revision, listed and unlisted publicly traded companies as well as limited liability companies have to consider the following measures in particular: Review, revise and (if necessary) adapt i) the articles of association, ii) the organisational regulations, iii) the chairman’s scripts, iv) the minutes and the invitations to the general meetings, v) the preparation and conduct of the ordinary general meeting, vi) the shareholders’ agreements, i.e. adapt them to the new law, the revised articles of association and the revised organisational regulations. – For your specific questions on the new law and for support in the implementation of the above-mentioned measures, it is worth contacting your experts at an early stage.

P.S. Soon there will be a slightly modified and supplemented German version.

This publication has been prepared solely for information purposes and is does not constitute a recommendation, a solicitation, or an offer. The information on which this publication is based has been obtained from sources that we believe to be reliable and in good faith, but we have not independently verified such information and no representation or warranty, express or implied, is made as to its accuracy. All expressions of opinion are made as of the date of publication and may be subject to change without notice. k-flash and all related affiliates accepts no liability or responsibility whatsoever for any consequential loss of any kind arising out of the use of this publication or any part of its contents. The use of this publication should not be regarded as a substitute for the exercise by the recipient of his or her own judgment. This publication is not directed to any person in any jurisdictions that prohibit such publication.