June 2020

On June 19, 2020, the Swiss Parliament finally adopted the text of a general corporate law reform, thereby ending a process that had started almost two decades ago. The main aspects of the reform are:

  • The incorporation of most rules of the Ordinance against Excessive Compensation in Public Companies (Minder Ordinance) into the Swiss Code of Obligations.
  • A target gender quota of 30% for the board of directors and 20% for the executive committee of publicly listed companies on a "comply or explain" basis.
  • The requirement for major companies in the natural resources industry to disclose payments to public authorities.
  • Numerous changes to "traditional" corporate law, such as permitting a share capital denominated in a foreign currency, a minimum par value below one cent, a "capital band" to give companies more flexibility to increase and reduce their share capital, clarification of the requirements for distributions out of capital reserves and interim dividends, and the enhancement of shareholders' rights in terms of better corporate governance.

Companies will have a two-year transition period to adapt their articles of incorporation and regulations.