In June 2020 parliament passed a revision bringing stock corporation law up to date. This brings in a series of simplifications and greater flexibility for companies. The introduction of most of the amendments is being delayed - the date they will come into effect is still unknown, but the assumption is that it will be as of January 1, 2023.

Among the main objectives of the revision are improved corporate governance, including strengthening shareholder rights, more flexible rules on capital and modernizing annual general meetings (AGMs). The following 9 selected practical changes for SMEs will take effect:

• Share capital still has to be a minimum of CHF 100,000, but it can now be denominated in a foreign currency material for the business activities (functional currency) (Art. 621 para. 2 nCO). The translation rate must be set on incorporation (stated in the articles of association), but share capital in Swiss francs can also be converted subsequently into foreign currency.
• The par value per share now only has to be greater than zero (Art. 622 para. 4 nCO).
  
  
• Interim dividends paid within the year are now explicitly permitted, provided the conditions for a distribution are met, e.g. interim financial statements have been prepared. 
  
  
• The capital range is a new option for increasing/decreasing capital: up to 50% increases/decreases in capital are possible within a five-year period. However, this is only possible if the company waives a limited audit.
  
  
• Intended contributions in kind by shareholders or related parties to them no longer count as a qualifying incorporation or capital increase (Art. 628 CO is repealed).
  
  
• Authorized capital increases are repealed.
  
  
• There are simplifications for capital decreases: only one notification to creditors now has to be published (previously three), and the period in which creditors can demand security for their claim is now only 30 days.
  
  
• In future it will be sufficient to make the annual report and audit report available electronically in advance of the annual general meeting. Electronic media will be permitted at the annual general meeting making virtual AGMs possible, provided this is allowed in the articles of association.
  
  
• Annual General Meeting resolutions can be passed by way of circulation and the AGM may also be held abroad.

Existing companies do not necessarily have to revise their articles of association to reflect these changes. They should, however, review whether and how they might benefit from the options now available and what steps this would require.