Revision of company law from 2023. New articles of association for your LLC

Tue, 27.09.2022, 14:00

Are you wondering what the revision of company law in 2023 will mean for the articles of association of your limited liability company (LLC)?

Our detailed blog article informs you about the changes that the revision of the law will mean for the articles of association of your company. Here you will find the most important points for your new articles of association (general revision of the articles of association) in brief:

Here's what it's all about

From the entry into force of the revision of company law on the 1st of January 2023, you have two years to adapt the articles of association and regulations of your limited liability company to the provisions of the new law. If you fail to do so, all provisions that are not compatible with the new law will cease to apply on 1 January 2025.

Furthermore, it is worth considering how you can make use of the possibilities offered by the new law. For example, the possibility of holding a virtual general assembly or abroad from 2023 onwards, or the reduction of the nominal value of the ordinary shares to less than CHF 100 per ordinary share so that you can distribute them more flexibly, require a basis in the articles of association.

So how can you change the articles of association of your company?

To change the articles of association, you need a resolution of the shareholders' meeting to change the company's articles of association. This resolution must be publicly notarized and registered with the commercial register. We take care of these services with the most widely used digital service in Switzerland.

We prepare the change in the commercial register, provide you with articles of association that are compatible with the Companies Act 2023 and enable you to make use of the new possibilities, take care of the notarisation and the subsequent filing with the commercial register office.

Contents of the articles of association

Our new articles of association as of 2023 include the most important changes of the revision of the company law: In particular, the statutory regulations on the AGM abroad and the virtual general assembly are already covered. You can order these from 15.12.2022 here: www.company-portal.ch/mutationen.

We will be happy to assist you in preparing your LLC articles of association for the entry into force of the new law and to execute them notarially.

Author: Marc Wolfer, Gründler + Partner Rechstsanwälte AG

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