Ultimate Beneficial Ownership: Special Report
Changes to Swiss Company Law – Countdown to 2025
The new Swiss company law, which was adopted by the Swiss Parliament in June 2020 and came into force on the 1st of January 2023, brings multiple changes to the legal framework and aims make the rules more flexible and transparent.
With the two-year transition period coming to an end, the countdown is on for companies to ensure their Articles of Association (AoAs) are compliant with the new law by the 1st of January 2025.
The new law applies to private limited companies (AG; SA) and limited liability companies (GmbH; Sarl). Some of the requirements will only apply to listed companies.
Here we provide a summary of the some of the key changes.
Annual General Meetings
AGMs are now permissible in the following forms:
1. Fully virtual – Video conference with attendee exclusively by electronic means, excluding in-person / on-site participation. The Board of Directors (BoD) must designate an independent representative in the notice convening the general meeting. In order to hold a virtual meeting, an additional provision in the AoA is necessary.
2. Hybrid – In-person meetings at one more locations (in Switzerland or abroad) and with virtual participation. If the meeting place is to be held abroad, a supplementary provision in the AoA is necessary.
3. Written – Circular resolution by written or electronic means, provided that no shareholder requests an oral discussion. Shareholders must agree on the method of passing resolutions. Consent can be either implied, in that the shareholder participates, or explicit, even if the shareholder does not actively participate in the passing of the resolution.
Annual reports and auditors report must be made available electronically, 20 days before the AGM.
The resolutions and elections results from the AGM must be made available electronically to the shareholders of listed companies within 15 days. For non-listed companies, shareholders may request minutes within 30 days.
Distribution of Dividends
Under the new law, the distribution of interim dividends from the profits of the current financial is permissible, provided (i) the requirements for the payment of dividends are met and (ii) audited interim financial statements are available (unless the company has opted out).
Board of Directors
Circular responses by electronic means without signatures (for example, by email confirmation, is now permissible. Consequently, board resolutions may be passed in electronic form, and no signatures are required.
Gender Representation
Listed companies are now subject to gender quotas and the so called ‘comply or explain’ approach. As of the financial year 2026, if each gender (male/female) is not represented by 30% on the board and 20% at management level, then companies will need to state its reasons in a compensation report and explain measures taken to promote gender diversity.
Conflicts of interest
The new law further enforces declarations regarding conflicts of interests. If a director or officer faces any justified conflict of interest, they must immediately and comprehensively inform the board. The board must in turn take the appropriate measures to safeguard the company’s interests (i.e. abstention from voting/acting, abstention from participating in discussion etc.).
Company Capital
The share capital no longer has to denominated in CHF but can be in USD, EUR, GBP or JPY. Companies have flexibility to change currency at the start of a new financial/business year.
A ‘Capital Band’ has also been introduced meaning, under certain conditions, the BoD are authorized to increase or decrease the share capital within a fixed range for 5 years.
Action point: Evaluate, amend and register your Articles of Association as soon as possible
As of the 1st of January 2025, any provisions in a company’s current AoAs that contradict the new company law, will be invalid.
To remain complaint in 2025, companies must:
1. Evaluate if amendments to their Articles of Association are necessary,
2. Amend the relevant sections
3. Register these changes with the Commercial Register’s Office
Rita Kaminskaitė
Client Relationship Manager, Mercator by Citco, Citco Mercator, UAB
