Switzerland’s company law reform, which took effect on 1 January 2023, changed how companies limited by shares (SA/AG) raise capital, hold meetings and make decisions. Does your company need to amend its articles of association? Start by separating clauses that must be brought into line with the law from optional changes that would make the business easier to run.
The reform’s two-year transitional period ended on 1 January 2025. The task today is to apply the current rules and make sure your company documents reflect how the business actually operates.
Key points
- The main Swiss company law reform took effect on 1 January 2023. The transitional protection for incompatible provisions has expired.
- Older articles are not automatically unusable. However, a clause that conflicts with mandatory law can no longer prevail because of that transition.
- Some options, including a fully virtual general meeting, require an express provision in the articles.
- A capital band is optional: adopt one when it serves an identified financing need.
- Amending the articles generally requires a general meeting resolution recorded in a public deed and registration in the commercial register.
What changed under the Swiss company law reform?
These six points help you review your articles. Some rules apply directly; others require a clause before you can use them.
| Topic | Current rule | What it means for your company |
|---|---|---|
| Foreign-currency capital | Capital may be denominated in an authorised currency that is essential to the business, subject to conditions | Choose this option when the business genuinely operates in that currency |
| Capital band | The articles can authorise the board to adjust capital within a range for up to five years | Set limits and shareholder safeguards that fit the planned financing |
| Virtual meetings or meetings abroad | These formats require a basis in the articles and compliance with their specific conditions | Prepare the clauses and practical arrangements before the next meeting |
| Interim dividends | Article 675a CO provides a framework requiring interim accounts, a resolution and the applicable audit checks | Check the accounts and distribution requirements before transferring funds |
| Minority rights in an unlisted SA/AG | 10% of capital or votes to request a general meeting; 5% to request an agenda item | Review old thresholds and the process for calling meetings |
| Tied votes at the general meeting | The articles may give the chair a casting vote | Assess the effect on the balance between shareholders before adopting the clause |
For the basic clauses an SA/AG needs, read our guide to Swiss articles of association. This guide focuses on the reform and changes to an existing company.
What should you check in your articles of association?
The articles set out the company’s basic rules, including its purpose, capital and aspects of its organisation. Start with a practical question: what does your company want to do today that its articles do not clearly allow?
Obtain the latest registered version and any subsequent amendment deeds. A template saved on a computer may not be the document currently in force.
Separate the review into three categories:
- Clauses incompatible with current law: bring them into line with the applicable rules.
- Valid clauses that no longer suit the company: amend them where there is a practical benefit.
- New options the company does not need: there is no reason to add them simply because they are available.
The transitional provisions never meant that every old clause automatically overrode every new legal rule for two years. They temporarily preserved incompatible provisions within the scope specified by the law. That period has now ended.
Failing to update the articles does not automatically mean the company has ceased to exist. It can, however, give a misleading account of voting rules and make particular transactions or meetings harder to organise correctly.
A review checklist to take to your notary
Add a “current clause” column to this table and note the relevant article number. This gives your notary a clear set of requirements.
| Your objective | What to check | Decision to prepare |
|---|---|---|
| Hold a meeting entirely online | Statutory authority and independent representation | Authorise virtual meetings and choose arrangements suitable for the company |
| Bring in an investor | Capital, share classes and existing rights | Identify the necessary transaction; a capital band is useful only if it serves a real need |
| Avoid deadlock between two shareholders | Voting majorities, a possible casting vote and the shareholders’ agreement | Address general meeting votes separately from board decision-making |
| Change the business activities | Wording of the corporate purpose | Check whether it covers the new activity before arranging an amendment |
Keep three documents distinct. The articles of association organise the company. The organisational regulations specify matters such as the allocation of management duties. A shareholders’ agreement sets contractual obligations between its signatories, for example when a founder leaves.
General meetings: which options need a clause?
Fully virtual general meetings
A general meeting held entirely by electronic means requires a basis in the articles. The board must also comply with the rules on an independent proxy. For an unlisted SA/AG, the articles may provide for dispensing with that appointment.
A clause alone is not enough. The arrangements must allow participants to be identified, take part in discussion, submit motions and vote reliably.
Example. Three shareholders live in different cantons and want to hold all general meetings by video conference. They should check and, where necessary, amend the articles before routinely using virtual meetings. Already using video calls for day-to-day work does not create the required statutory authority.
Hybrid meetings and meetings abroad
A hybrid meeting retains a physical venue while allowing electronic participation. The board can permit this within the legal framework. It is different from a meeting with no physical venue at all.
To hold a general meeting abroad, the articles must authorise it. The independent-proxy requirements also apply. In an unlisted company, all shareholders can agree to waive that appointment for a meeting abroad.
Use these options for a practical reason. The venue should not make it unnecessarily difficult for a shareholder to exercise their rights. Our guide to Swiss general meetings explains the notice, voting and minutes requirements.
The chair’s casting vote
An SA/AG’s articles may give the chair of the general meeting a casting vote when votes are tied. Do not confuse this with the separate rules governing board meetings.
Before introducing the clause, test its effect on your ownership structure. In a company with two equal shareholders, the choice of chair can materially change the intended balance. You still need to check any qualified-majority requirements.
Capital: choose the tools your company needs
The capital band
The articles may authorise the board to change share capital within specified limits for a maximum of five years. The upper limit cannot exceed 150% of the registered capital; the lower limit cannot be less than 50%. The statutory minimum capital still applies.
Example. With share capital of CHF 200,000, a capital band could run from CHF 100,000 to CHF 300,000, subject to the other applicable conditions. The company need not use the widest permitted range. The authorisation also does not remove the formalities required for each capital transaction.
The articles can restrict the authorisation to increases. They may authorise reductions within a capital band only if the company has not opted out of the limited audit of its annual accounts.
The purpose is to give the board flexibility for identified funding needs. Review shareholder protection, subscription rights, issue terms and tax consequences as well. A very wide band is not automatically the best choice for a small, stable company.
Share capital in a foreign currency
Capital may be denominated in an authorised foreign currency that is essential to the company’s business. The permitted currencies currently include the euro, US dollar, pound sterling and Japanese yen. The minimum-capital rules and the requirements for keeping accounts in that currency must also be met.
This can make sense when the company’s economic activity is genuinely based on that currency. Occasionally issuing an invoice in euros is not, by itself, a compelling reason.
An existing company follows a specific conversion procedure involving both the general meeting and the board. Check the effective date, conversion, accounts and tax consequences. Foreign-currency capital does not automatically mean every contribution must be made exclusively in cash: the rules for the chosen type of contribution still need to be considered.
Nominal value and capital contributions
A share’s nominal value must be greater than zero. The previous fixed minimum should not be presented as a current requirement. Nominal value is distinct from the issue price and the share’s economic value.
Contributions in kind and payment by setting off a claim remain subject to legal requirements. Abolishing the former specific rules on intended acquisitions of assets did not give founders unrestricted freedom to transact with their company. Duties of care, capital protection and the rules on unjustified benefits still apply.
Shareholder rights and reserves
A review should cover more than online meetings. Check the rights to request a meeting, add agenda items and obtain information.
In an unlisted SA/AG, shareholders holding at least 10% of the share capital or votes may request a general meeting. The statutory threshold for requesting an agenda item is 5%. Listed companies follow different rules. The articles must not make statutory shareholder rights harder to exercise.
Also check clauses on allocating profit, reserves and distributions. Older wording may blur the distinction between the statutory capital reserve, statutory retained earnings and voluntary retained earnings. Whether funds can be distributed depends on the applicable rules and the accounts, not just a broad statement in the articles.
Interim dividends now have a specific legal framework. They require interim accounts and compliance with the applicable audit and decision-making requirements. This does not permit shareholders to take money out freely during the year.
What an amendment to the articles cannot solve
The reform also emphasised monitoring solvency and clarified the measures required when a company suffers a loss of capital or becomes overindebted. Management must comply with these duties without waiting for them to be repeated in the articles. See our guide to the duties of a Swiss board of directors.
Other rules have changed on different dates. Since 2025, an existing company’s decision to dispense with a limited audit must be organised for future financial years under the new requirements. Updating the articles does not replace the opting-out procedure.
Shareholder relationships often also depend on a shareholders’ agreement. Exit rights, funding commitments and deadlock arrangements should be consistent with the articles. Our guide to splitting equity between founders shows why ownership, voting power and financing need to be considered separately.
How to amend your articles of association
1. Identify the changes you need
Prepare the current articles, commercial register extract, capital structure and list of practical needs. Ask for a clause-by-clause comparison identifying mandatory corrections, useful options and provisions that can remain unchanged.
2. Prepare the resolution and check the majority
Not every amendment follows the same voting rule. Article 704 CO requires qualified majorities for specified decisions, including authorising meetings abroad, introducing a capital band and certain provisions concerning an independent proxy. Within the legal limits, the articles may impose stricter requirements.
The meeting notice must explain the proposed item and wording clearly enough for shareholders to understand them. A vague agenda heading is insufficient for an important amendment.
3. Execute the public deed and apply for registration
Our guide to commercial register changes explains the documents to prepare and distinguishes changes that require an amendment to the articles.
The resolution amending the articles must be recorded in a public deed. The notary prepares the necessary documents with the company’s governing bodies. The changes are then submitted to the commercial register with the required supporting documents.
Before treating the amended text as operational, check when the change takes effect and its registration requirements. Some transactions need additional documents.
4. Update your working documents
After registration, retain the registered version and update meeting notices, meeting procedures, relevant delegations and related agreements. Inform whoever will organise the next general meeting.
Costs depend on the canton, official fees, drafting work and the complexity of the transactions. Combining compatible amendments can be efficient, provided it does not delay an urgent correction.
Watch the video
Review the basic structure of a Swiss company limited by shares before revisiting its articles:
Understanding a Swiss company limited by shares (SA/AG)
Romain Prieur explains the SA, its capital and its organisation. This French-language video introduces the company rules discussed in this guide.
Explore the Entreprendre en Suisse avec Sarah et Romain channel →
Articles that are both compliant and usable
Up-to-date articles should help the company’s governing bodies understand how to act. A useful review removes misleading provisions, adds the options the company needs and preserves a balance shareholders understand.
If your articles predate the reform or your organisation has changed, Entreprendre.ch can help with articles and commercial register updates and prepare the corresponding formalities.
Frequently asked questions
Is the two-year period for updating the articles still open?
No. The transitional period linked to the reform’s entry into force on 1 January 2023 ended on 1 January 2025.
Does every Swiss SA need to rewrite its articles completely?
Not necessarily. Review the existing text, correct incompatible clauses and decide which options are useful. The document’s age alone does not determine how much needs to change.
Does a virtual general meeting need an express clause?
Yes. It requires a basis in the articles and compliance with the other legal conditions, including the rules on representation and reliable electronic participation.
Is a capital band compulsory?
No. It is an optional tool. It should serve a financing need and be defined in the articles within the statutory limits.
Can we simply edit the Word document containing our articles?
No. A draft is not a validly adopted and registered amendment. The procedure includes a general meeting resolution recorded in a public deed and the required commercial register filings.
Should we update the shareholders’ agreement at the same time?
At least check that it remains consistent. Changes to voting rules, capital or the company’s organisation can affect the commitments shareholders have agreed between themselves.
Sources and references
- Swiss Code of Obligations — English translation: Articles 621–622, 647, 653s onwards, 675a, 699 onwards, 701b–701f, 703–704 and the transitional provisions of the amendment of 19 June 2020.
- Federal Commercial Registry Office, guidance 2/22 on the company law reform — French.
Last editorial review: 5 November 2026. This guide addresses the law currently in force and the practical needs of an existing company. English translations of Swiss legislation are provided for information; the official-language texts are authoritative.
Romain Prieur is a Swiss Certified Public Accountant and founder of Entreprendre.ch. With more than ten years of experience in audit and business advisory in Switzerland, he advises entrepreneurs on company formation, accounting and tax.
