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Companies have two years (until 1 January 2025) to bring their articles of association into compliance with the new law.

The nominal value of shares may be set below the current minimum of CHF 0.01 at any amount higher than zero.

Swiss Francs (CHF), British pound (GBP), Euro (EUR), US-Dollar (USD), Yen (JPY). Where the share capital is fixed in a foreign currency, the same currency must be used for commercial bookkeeping and the presentation of financial statements.

The functional currency can be changed either prospectively at the beginning of the next financial year or retrospectively at the beginning of the current financial year. The approval for the conversion into a foreign currency needs a qualified majority (at least two-thirds of the votes attached to the shares represented and a majority of the nominal values represented). The conversion will be performed based on the “current” rate.

For a period not exceeding five years.

The distribution may take place no sooner than one year after the day on which the call to creditors was made. Previously three calls to creditors were required.

With the introduction of the so-called bandwidth (capital band), the Annual General Meeting (AGM) will in future be able to authorise the Board of Directors (BoD) to repeatedly increase and decrease the share capital within a certain range, although a reduction must at least be subject to a limited audit (no opting-out).

No, it is only possible for a Ltd. The capital band is not applicable to a LLC.

The fluctuation range of the bandwidth (capital band) is limited; it may not exceed the share capital entered in the commercial register by more than half (upper limit) and may not fall below the registered share capital by more than half (lower limit). However, the minimum share capital of CHF 100,000 must be maintained.

If CCR are accumulated within the scope of a capital increase according to the capital band regulation, a net approach is taken from a tax point of view. As a result, all changes in the CCR are only determined for tax purposes at the end and after taking into account all contributions and repayments. Accordingly, the CCR formed under the capital band are not confirmed until the end of the capital band period. As a result, a tax-free distribution can also only be made after the end of the capital band.

The net approach is applied with regard to the issue stamp tax under capital band rules. The issue stamp tax is only due if the inflows made within the scope of the capital band exceed any repayments. Consequently, the stamp tax is only settled at the end and not already at the time of a capital increase, during the term.

90 days after the annual accounts have been drawn up, provided that there are serious grounds for believing that it will be possible to eliminate the over-indebtedness in good time and that this will not further jeopardise the performance of the claims.

The distribution has to be resolved based on an interim financial statement, which generally needs to be audited. This condition is not applicable, if the company is not subject to an audit (so-called “opting-out”) or if all shareholders approve the distribution of the interim dividend. The dividend may also not jeopardise any claims of creditors.

The shareholders’ meetings and may be held virtually and in several locations simultaneously.

Companies that exceed two of the following thresholds in two successive financial years:

a)   balance sheet total of CHF 20m

b)   sales revenue of CHF 40m

c)   250 full-time positions on annual average