Revision of company law from 2023. New articles of association for your public limited company (Ltd.)

Thu, 29.09.2022, 08:30

Are you wondering what will happen to the articles of association of your public limited company (Ltd.) as a result of the 2023 revision of company law?

Our blog article informs you about the changes that the share law revision 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 company limited by shares 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 the 1st January 2025.

Furthermore, it is worth considering how you can make use of the possibilities offered by the new law. The creation of a capital band that allows your company to increase and decrease its capital flexibly within a fixed framework, the possibility of holding a virtual general assembly or an general assembly abroad - all this requires a statutory basis.

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

In order to amend the articles of association, a resolution of the general meeting is required to amend 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 notarization 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 general assembly 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 articles of association for the entry into force of the new law and to execute them with a notary.

Author: Marc Wolfer, Gründler + Partner Rechstsanwälte AG

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