The revision of the new company law has already been underway since 2014 and was finally adopted by Parliament in 2020. Most of the new provisions will come into force on January 1st of 2023. One of the most important changes concerns the capital structure.
Nominal value of a share
Until now, the minimum par value of a share in Switzerland has been one cent. From January 2023, the nominal value of a share can be freely chosen, provided it is higher than zero.
Share capital in foreign currency
Corporations will have the option to set their share capital or share capital in a foreign currency provided that the currency is essential to the business activity. If the share capital is managed in a foreign currency, the accounting and reporting must also be done in the same currency. The conversion into Swiss francs is, however, necessary for tax purposes.
Capital fluctuation margin
From now on, it will be possible to have a capital fluctuation margin. This comprises approximately half of the registered share capital. The Board of Directors may increase or reduce the share capital for a maximum of five years within the capital fluctuation margin. The capital fluctuation margin serves to make the equity base more flexible and replaces the current authorised capital. However, an amendment to the Articles of Association is required for this purpose.
