The year 2023 will bring numerous innovations in the area of stock corporation law that will noticeably change the annual financial statements for companies in Switzerland. As of January 1, 2023, the reform of stock corporation law has come into force. These not only open up new possibilities for the management of the share capitalthey also significantly affect the powers and powers and possibilities of the General Meeting of Shareholders. Furthermore, the Board of Directors extended duties imposed on the Board of Directors. aumico has compiled the most important changes for you to get an overview.
Stock corporation law 2023 - significant changes
With the amendments to the Stock Corporation Act open up new opportunities for companies. In addition, extended obligations will also be imposed in return. In some cases, it will be possible from 2023 onward to endow share capital in foreign currency. Furthermore par values of less than 1 centime will be possible. The introduction of a capital band with the requirement of the articles of incorporation as well as the possibility to distribution of interim dividends are further significant changes. Progressive digitalization has also resulted in innovations in the General Meeting of Shareholders. These, as well as the extended duties of the Board of Directors and the extension of subordination agreements of unjustly drawn benefits, are discussed in more detail below.
More scope for share capital and dividends
Share capital
As of now, private SMEs have the option to convert their share capital in a permissible foreign currency such as the euro, U.S. dollar or pound sterling. to carry. The requirement is that the foreign currency is used as the common currency of the is used. In the future, the nominal value of shares may deviate from the previous minimum of CHF 0.01.. However, it must always be greater than zero.
Interim dividends
In addition interim dividends dividends can be paid out from the current fiscal year, which makes the which could make the longer holding period of a share significantly more more attractive. The basis for interim dividends is interim financial statements. The interim financial statements must be prepared in accordance with the annual financial statements and include a balance sheet, an income statement and notes to the financial statements. Under certain conditions, this amendment to the Swiss financial statements can also be used to return the statutory capital reserve to shareholders.
Participation capital
Under previous law, the participation capital of a company may not exceed twice the share capital. In the future, the participation capital for listed companies may not exceed 10 times the share capital..
Capital tape
Another innovation is the possibility of introducing a capital band. This has a range of plus 50 % or minus 50 % of the registered share capital. Within a maximum of five years, the Board of Directors can increase or decrease the share capital within the capital band. All capital increases and reductions within the capital band must now be disclosed in the notes to the financial statements.
Innovations at the General Assembly
The possibility of increasing or decreasing capital has so far been implemented in the Swiss financial statements by means of an ordinary declaration. The General Meeting will in the future the power to change the share capital both at the time of incorporation and at a later date. change the share capital.
This is done by means of an authorization in the Articles of Incorporationwhich authorizes the Board of Directors to increase or decrease the share capital for a period of up to period of a maximum of five years. five years.
The Annual General Meeting can authorize the Board of Directors to increase or reduce the share capital within the capital band. What is new is that with one authorization both options can be combined. The capital band allows an increase or decrease of up to 50% of the volume of the share capital.
This allows the share capital can be flexibly managed in line with flexibly managed developments. The previous possibility of increasing capital was limited to two years. The revision of stock corporation law opens up new possibilities for companies in Switzerland. The ability to act is ensured and adapted to the modern stock market, which increasingly requires quick reactions to current developments..
In addition, the flexibility of the General Meeting is increased by the fact that it no longer has to be held as an attendance meeting. A purely a purely virtual, a hybrid or a purely written general meeting of shareholders have been alternatives to the previous model since the amendment to the law came into force.
It is also possible to hold a General Meeting not only in Switzerland, but also but also abroad, or to hold or to hold them in parallel at several locations. However, certain certain criteria must be metsuch as a corresponding provision in the Articles of Association. If parallel execution is desired, it is particularly important that all participant votes can be transmitted in picture and sound at all venues. The General Meeting may also pass its resolutions by circular letter. This always applies provided no oral discussion is requested and all shareholders are represented.
Extended duties of the Board of Directors
The duties of the Board of Directors have changed and been expanded in parts. According to the new legal regulation, the Board of Directors now explicitly ensure the monitoring of liquidity and solvency. As soon as the board of directors identifies a well-founded concern of insolvency, it must take measuresto restore solvency. This provision required the Board of Directors to act as soon as a risk of insolvency was identified.
If the annual financial statements show a loss of capital, it is no longer necessary to immediately convene a general meeting. However, the accounts must be audited by the auditors before they are approved by the General Meeting.
Another change to the annual financial statements of Switzerland is that the Board of Directors is no longer has to notify the court in every case of overindebtedness. must. If there is a prospect that the over-indebtedness can be remedied within 90 days of the interim financial statements being available, the need to go to court can be waived.
Subordination agreements in the Swiss financial statements
The section on preventing notice to the judge by a subordination has also been modified and tightened. In the event of a subordination is a contract under which a creditor, usually the principal shareholder, postpones its claim against the company. This allows all other creditors to be paid in priority until a corporate or liquidity crisis is overcome. The declaration of subordination is only legally valid if it covers the loan as well as the interest claims during the over-indebtedness and these are also deferred.
Switzerland (change)