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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?
28. 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?
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Further information:
- Federal Council Dispatch of 23 November 2016 on the Amendment of the Code of Obligations
- Parliamentary documents on the revised corporate law
- Practice Note EHRA 3/22 of 19 December 2022: Issues in connection with the entry into force of the new corporate law
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.
