FAQ on the Revised Corporate Law (non-listed corporations): to the Point and Implementable

Your contacts

Do you have questions regarding the revised corporate law, would you like to understand the key points of the revision and know what needs to be done in regard to non-listed corporation? Read our answers in this FAQ. If you have any questions and/or comments, your contacts at MLL Legal and the members of our Corporate & M&A practice group are happy to help.

Though it has taken more than 30 years, the revised corporate law has now entered into force and with it changes for both listed and non-listed corporations. This FAQ focuses exclusively on non-listed corporations and presents the respective amendments that are relevant from a practical point of view and illustrates how they are to be implemented.

We have prepared a pdf with answers to the following questions, which are arranged thematically as follows:

Overview: Entry into Force, Required Action, Possibilities

1. Which laws have been changed with regard to the revised corporate law as of 1 January 2023?
2. When do the amendments of the revised corporate law become applicable?
3. What immediate action is required?
4. What must be kept in mind in regard to the next ordinary general meeting?
5. What new organisational possibilities are there under the new corporate law?

Corporate Documents (Articles of Association, Organisational Regulations, etc.)

6. Do the articles of association and the organisational regulations need to be adapted to the revised corporate law?
7. Do the articles of association of a corporation that is a group subsidiary have to be adapted at all to the revised corporate law?
8. How is the adaptation of the articles of association to be implemented?
9. What other corporate law documents should be adapted?

Share Capital and Pay-Outs

10. What needs to be observed if the share capital currency is to be changed?
11. The company holds contingent capital. Can this still be used?
12. The company would like to introduce authorised capital. Is that possible?
13. The company holds authorised capital. Can this still be used?
14. How does the capital band work in basic terms?
15. Can the company pay out interim dividends?
16. Does a second allocation have to be made when the dividend is paid?
17. What has changed in regard to the accounting and distribution of capital reserves?
18. What changes apply to offsetting, contributions in kind and acquisitions in kind?

General Meeting

19. How may a general meeting newly be held per the revised corporate law?
20. What must the board of directors consider when convening the meeting with regard to the items of business?
21. When can the general meeting adopt resolutions by written or electronic means?
22. How does the adoption of resolutions by the general meeting in writing on paper or in electronic form work in practice?
23. What must be observed if the company holds a general meeting abroad?
24. What must be observed when the company holds a virtual general meeting?
25. What must be observed when the company holds a hybrid general meeting?
26. What should be done if technical problems occur during a virtual or hybrid general meeting?
27. Can the chairman of the general meeting have the casting vote?
Can general meeting resolutions that require notarisation also be adopted by written, electronic or hybrid means?

Board of Directors’ Duties

29. What has changed with regard to the board of directors’ duties?
30. What needs to be considered regarding conflicts of interest?
31. How must the board of directors proceed in the event of the company’s insolvency?
32. Does the board of directors have to immediately convene a general meeting to approve the restructuring measures?

Click on the button below to download the entire article:

Download PDF

Further information:

The Corporate & M&A practice group of MLL Legal will be happy to answer any questions you may have on the revised corporate law.

This article does not constitute legal advice. It merely states the authors’ current understanding of the legal issue under discussion, without taking into account individual circumstances. Any liability for the content of this article is excluded. Furthermore, MLL Legal is under no obligation to inform the readers of this article about new case law, changes in practice or other changes.

Share post

most read


MLL Legal

MLL Legal is one of the leading law firms in Switzerland with offices in Zurich, Geneva, Zug, Lausanne, London and Madrid. We advise our clients in all areas of business law and stand out in particular for our first-class industry expertise in technical-innovative specialist areas, but also in regulated industries.

MLL Meyerlustenberger Lachenal Froriep


Much is still unclear in relation to liability questions around AI tools.

Read our latest post about “Liability during the Lifecycle of an AI Tool” and download our white paper.

Show article.

Our Story

MLL Legal is a leading Swiss law firm with a history that dates back to 1885. The firm has grown both organically and by means of strategic mergers, the latest of which took place on 1st July 2021 between Meyerlustenberger Lachenal and FRORIEP.

The merger establishes MLL Legal, a combined new entity as one of the largest commercial law firms in Switzerland with 150 lawyers in four offices in Switzerland and two offices abroad, in London and Madrid serving clients seeking Swiss law advice.

Our firm has a strong international profile and brings together recognised leadership and expertise in all areas of law affecting commerce today, with a focus on high-tech, innovative and regulated sectors. 

About us


Click here for our latest publications


Read all our legal updates on the impact of COVID-19 for businesses.

COVID-19 Information

Job openings

Looking for a new challenge?

Our talented and ambitious teams are motivated by a common vision to succeed. We value open and straightforward communication accross all levels of the organisation in a supportive working environment.

Job openings

Firm News

Click here for our latest firm news.

Our Team

The regulatory and technological landscape continually require businesses to adapt and evolve.
Our 150+ lawyers are continuously innovating and striving for improvement in everything they do. We embrace new ideas and technologies, combining our wealth of expertise with creative thinking and diligence. With our hands-on approach, we implement viable solutions for the most complex legal challenges.

Our Team.

LexCast – the podcast series by MLL NexGen

Smart legal education on the go. The LexCast hosted by MLL NexGen provides legal insights in a short format that allows listeners to educate themselves on and about legal issues wherever they are and whenever they find the time.

Listen to our podcast series – stay tuned.

MLL Legal on Social Media

Follow us on LinkedIn.