Capital reduction in a joint-stock company

A capital reduction is suitable both in the case of overcapitalization and in a restructuring scenario. In a share capital reduction, the nominal amount of the share capital is reduced.

Forms of Share Capital Reduction

The reduction of share capital (AK) can occur with or without outflow of funds. In the context of a reduction with outflow of funds (so-called Constitutive AK reduction), funds that are no longer needed are refunded to shareholders. If there is an underbalance present, it can be eliminated by a reduction without outflow of funds (so-called Declaratory AK reduction). In this process, the par value of the shares is aligned with their actual intrinsic value.

Implementation of a Share Capital Reduction

In the context of an AK reduction, a licensed audit expert must confirm in an audit report that the creditors' claims are fully covered even after the reduction (OR 732 II). The general meeting can then, in the presence of the auditing expert, decide on the corresponding amendment to the statutes (OR 732 I). If a reduction is resolved, the board of directors publishes the decision three times in the Swiss Official Gazette of Commerce and informs the creditors that they can demand satisfaction or security of their claims within two months (OR 733). The actual reduction may only be carried out after the expiration of this period and requires a public document stating that all applicable regulations have been met (OR 734).

As a licensed auditing company, we are happy to conduct the audit of your capital reduction. Calculate an offer online or arrange a consultation.

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