Swiss company limited by shares: what changed with the 2023 company law reform?

Updated October 2026 · by Dr Pier Paolo Gori

Since 1 January 2023, Swiss companies limited by shares (SA/AG) have operated under a thoroughly revised company law. The reform makes capital and incorporation rules more flexible and allows share capital in a foreign currency. It also opens the door to multi-venue or virtual general meetings. It also introduces interim dividends and clarifies the board's duties when capital is lost. The two-year deadline for amending the articles has passed, so now is the time to check that your articles actually use the new options.

When did the reform take effect, and what does it change?

Parliament adopted the amendment to the Code of Obligations (CO) on 19 June 2020. On 2 February 2022 the Federal Council set its entry into force for 1 January 2023, together with the revised Commercial Register Ordinance. This completed the comprehensive revision of Swiss company law.

The stated aims were clear. More flexible rules on incorporation and capital, stronger shareholder rights and company law aligned with accounting law. The rules against excessive pay at listed companies moved from an ordinance into statute law.

What is the capital band?

It is the reform's most innovative tool. In the articles, the general meeting authorises the board to increase or reduce the share capital within limits set in advance. The authorisation lasts for a maximum of five years.

• Limits: the upper limit may exceed the registered capital by no more than half. The lower limit may not fall below half of it.

• Articles: the clause must state the limits, which can only be changed by a new general meeting resolution.

• Old regime: the capital band replaces authorised capital increases. Those resolved before 2023 remain under the old law but cannot be extended.

For a growing business, this means raising capital faster without calling a general meeting each time.

Can share capital be held in euros or dollars?

Yes. Share capital may be denominated in the foreign currency most important to the company's business. At incorporation its equivalent value must be at least CHF 100,000.

• Permitted currencies: besides the Swiss franc, the euro, US dollar, pound sterling and yen.

• Consistent accounts: bookkeeping and financial reporting must use the same currency as the capital.

• Exclusions: cryptocurrencies are not allowed.

If you are setting up a company with foreign shareholders or markets, see the guide “Setting up a company in Lugano”.

How can a general meeting be held today?

The new law offers several formats. Each one needs the right basis in the articles.

• Multiple venues: the meeting is held at several locations at once; contributions must be broadcast live, with sound and image, to every venue.

• Abroad: possible if the articles allow it and an independent proxy is appointed. Non-listed companies may waive the proxy with every shareholder's consent, obtained for each meeting.

• Virtual: with no physical venue, by electronic means, if the articles allow it and an independent proxy is appointed. At non-listed companies the board may waive the proxy case by case, where the articles permit.

• In writing: resolutions may also be passed in writing; the method requires unanimity, the resolution itself a majority.

What changes for dividends and financial difficulties?

The reform allows interim dividends paid out of the current year's profit. The general meeting resolves on them based on interim accounts, normally reviewed by the auditor. In every case, the payout must not jeopardise creditors' claims.

On financial difficulties, the board's duties are now more precise. In the event of a capital loss, the board may take restructuring measures itself or call a general meeting. In the event of over-indebtedness, the board or the auditor must notify the court.

Directors remain personally liable. Regular monitoring of liquidity and equity is therefore the best protection.

Are my company's articles still compliant?

Companies had two years, until 1 January 2025, to bring their articles into line with the new law. Those wishing to use the capital band had to amend their articles.

Many companies made only the minimum changes. Updated articles can instead provide for virtual meetings, foreign-currency capital or a capital band. An orderly revision, with a notarial deed and entry in the commercial register, avoids surprises.

If your company belongs to a group, see also the guide “Swiss holding company”.

Frequently asked questions

Does the reform also apply to companies formed before 2023? Yes, the new law has applied to all companies limited by shares since 1 January 2023. The deadline for amending the articles expired on 1 January 2025.

Can I hold a general meeting entirely online? Yes, if the articles provide for it and an independent proxy is appointed. At non-listed companies the board may waive the proxy case by case, where the articles permit.

How long does a capital band last? A maximum of five years. Within that period the board may increase or reduce the capital within the limits set in the articles.

How we work

The Collina d'Oro Consulting SA team reviews your existing articles and proposes the changes that make sense under the new company law. We prepare the resolutions, coordinate with the notary and the commercial register, and support the board in organising the general meeting. Tax matters are handled in coordination with licensed tax advisers.

Sources: SME Portal – Company law: new regulations · Federal Council – Company law from 1 January 2023 · Federal Office of Justice – Company law revision · Federal Commercial Registry Office – Practice note 1/23 · Federal Commercial Registry Office – Practice note 2/23 · SME Portal – The limited company · SME Portal – Advantages of the AG · SME Portal – Profit distribution · SME Portal – Obligations of the board of directors · Federal Council – Modern company law (2016)