Revision of the Swiss Corporate Law
Until then and during a brief period thereafter, we will provide you with details on the revised provisions as well as recommendations for action in connection therewith in a series of newsletters.
In such newsletters we will focus on important topics relating to the governance of a Swiss company (in particular of corporations and limited liability companies) and their respective revised provisions, such as: (i) the shareholders' meeting, (ii) the board of directors, (iii) the auditors, (iv) the share capital, (v) the dividends, (vi) the shareholders' rights and (vii) the duties (of the board of directors) in the event of financial distress.
However, before presenting the aforementioned revised items, we shall take a brief look at the transitional provisions of the revCO.
Transitional provisions regarding the revCO – Need for immediate action?
In principle, the provisions of the revCO become applicable upon their entry into force (i.e. as per 1 January 2023). Nevertheless, companies which have already been registered with the Commercial Register prior to 1 January 2023, but are not compliant with the revCO, must amend their articles of association and regulations to comply with the new provisions within the two years-grace period set out in the transitional provisions of the revCO. Therefore, provisions of the articles of association and regulations that are incompatible with the revCO shall remain in force until they have been adapted, but under no circumstances longer than until 31 December 2024.
Against this background, the need for action is not as urgent as the principle of intertemporal law would suggest. Nevertheless, since the articles of association and the regulations must be made compliant with the revCO at the latest within two years of its entry into force, we strongly recommend that you review such documents of your company for compliance with the revCO and, if necessary, revise them at the next opportunity (e.g. on the occasion of an amendment to the articles of association due to a change in the share capital).
Although the revCO will not come into force until 1 January 2023, it must be mentioned that according to a practice note of the Swiss Federal Commercial Register Office dated 17 January 2022, amendments to the articles of association in accordance with the provisions of the revCO may already be adopted today. According to such practice note (i) amendments to the articles of association that do not require publication in the Commercial Register (e.g. the forms of the shareholders’ meeting) may be resolved and filed with the Commercial Register (so called scheduled amendments to the articles of association) and (ii) amendments to the articles of association that do require publication in the Commercial Register (e.g. the capital band) may be resolved but cannot be filed with the Commercial Register before 1 January 2023 (so called conditional amendments to the articles of association). Early adopted scheduled amendments to the articles of association will automatically come into force on 1 January 2023, whereas early adopted conditional amendments to the articles of association will need to be filed thereafter.
Should you have any questions regarding the revCO or should you require any assistance in corporate matters, please do not hesitate to contact our specialists in Geneva, Lugano or Zurich. We would be more than happy to assist you.