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16 December 2016

Federal Council wants to modernise Swiss Corporate Law

In 2005, more than ten years ago, Swiss politicians agreed that Swiss Corporate Law needed a serious revision. After long discussions, including notably the "Say on Pay" vote initiated by Mr. Minder, the Federal Council relaunched the revision process in Summer 2013, and has just recently published and adopted the revised report and draft for the new Swiss Corporate Law on 23 November 2016. The Swiss Parliament has now to decide on it.


Many of the proposed changes apply to both listed and non-listed companies and aim to provide them with added flexibility and maneuverability. Key elements of the revision are:

  • simplified company foundation requirements;
  • flexibility regarding capital requirements;
  • permissibility of interim dividends;
  • better Corporate Governance;
  • gender guidelines for top management in major listed companies;
  • implementation of "Say on Pay";
  • transparency rules for commodity companies.

Further changes relate to the provisions regarding corporate restructuring (which will be dealt with in a separate blog).

The following article (pdf) gives you an overview of what you need to know.

Download pdf



If you liked this article you may also be interested in reading about

What the new transparency laws mean for Swiss companies, written by L. Mattias Johnson.

Photo: Parlamentsdienste 3003 Bern

Topics: Corporate & M&A 

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