A lot has changed in Swiss company law over the past 15 years. After the fundamentally revised GmbH law came into force in 2008, the revision of company law is now coming to an end with the entry into force of various changes on January 1, 2023. Swiss accounting law and commercial register law have also been fundamentally revised in recent years.
In contrast to the situation in various foreign industrialized nations, the public limited company has become a popular form of legal entity in Switzerland, even for small and medium-sized companies. This is surprising insofar as, according to the legislator's idea, the public limited company is a purely capital-based company with few personalistic elements.
This is in contrast to the GmbH, which is tailored to relationships with a closed circle of shareholders. The reasons for this include the previous GmbH law with its cumbersome corporate law framework for growth-oriented companies. These disadvantages were eliminated in important respects with the 2008 revision of the law, which is why the GmbH has since experienced a significant upswing.
The entry into force of important parts of the new company law, which is now scheduled for January 1, 2023, began in 2007. After lengthy parliamentary deliberations, innovations were adopted which, among other things, strengthen shareholder rights and ensure greater transparency. The share capital can now be denominated in foreign currencies, namely in euros, USD, GBP or yen. However, the introduction of the so-called capital band, which replaces the previous authorized capital, creates even more flexibility in the area of capital procurement.
In all other respects, however, the basic principles of stock corporation law have been retained: The public limited company remains a capital-oriented company. Nor has the so-called "unity of company law" been abandoned, i.e. there are basically no significant differences in the legal order for listed public companies and small companies with only a few shareholders. In addition, capital protection in the capital raising phase and during the life of the company remains a central concern of company law.
The entry into force of the new company law on January 1, 2023 marks the provisional conclusion of a major reform push in company law that has gripped Switzerland since the turn of the millennium.