Stock Corporation Law Revision - Nominal Value and Share Capital

The revision of the new stock corporation law has been underway since 2014 and was finally passed by Parliament in 2020. The main part of the new regulations will definitively come into force on January 1, 2023. One of the innovations concerns, among other things, the capital structure of a company.

Nominal value of a share

Until now, the minimum nominal value of a share in Switzerland has been one cent. Now, the nominal value of the share can be freely chosen, as long as it is more than zero. This allows companies a greater division of their shares.

Share capital in foreign currency

With the revision of the stock corporation law, corporations have the option to denominate their share or nominal capital in foreign currency. The condition for this is that the currency is significant for the business activity. If the share capital is handled in a foreign currency, this implies that the accounting and financial reporting must also be conducted in the same currency. However, for tax purposes, conversion into CHF is still needed.

Capital band

A new feature is the introduction of a capital band, which encompasses plus/minus half of the registered share capital. The board of directors can increase or decrease the share capital within the capital band for a period of up to five years. The capital band serves to make equity capital provisions more flexible and replaces the capital currently approved. A change in the statutes is necessary for this.

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