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Switzerland: New provisions in the Swiss Code of Obligations

On the 1st of January 2023, new provisions in the Swiss Code of Obligations entered into force bringing significant changes in various areas. The key changes include greater flexibility for share capital, holding of Annual General Meetings and strengthening of shareholder rights.

The transition period to comply with the new law and adapt articles of association (AoA) is 2 years, meaning that companies must take the necessary steps by the 1st of January 2025 at the latest. After the transition period ends, the relevant provisions of a company’s AoA, which are contrary to the new law, will not be valid.