Switzerland has completed its most significant overhaul of corporate legislation in decades. The revised Swiss Code of Obligations entered into force in phases, with the final provisions now fully binding on all Swiss companies. For international businesses holding a subsidiary, a joint venture, or a registered office in Switzerland, the window for passive observation has closed. Non-compliance carries real consequences – from invalid shareholder resolutions to forced corrections imposed by the Handelsregister Schweiz (Swiss Commercial Register).
The corporate law reforms in Switzerland modernise rules governing the Aktiengesellschaft (AG, joint-stock company) and the Gesellschaft mit beschränkter Haftung (GmbH, limited liability company), touching equity capital thresholds, shareholder rights, gender representation, and transparency obligations. Companies that have not reviewed their articles of association and internal governance documents face a compliance deadline that the Swiss Commercial Register is actively enforcing. International businesses should treat this as an immediate action item, not a future project.
This alert sets out what changed, which business categories are affected, the key thresholds, and the specific steps that company directors and in-house counsel should take now.
What changed and when it took effect
Switzerland's reformed corporate legislation – rooted in revisions to the Swiss Code of Obligations – introduced structural changes across four principal areas.
Equity capital flexibility. The AG may now be incorporated and maintained with share capital denominated in a foreign currency, provided the functional currency of the business justifies the choice. This is a material shift for international holding structures. The minimum capital thresholds remain, but they are now assessed in the relevant currency at prescribed exchange rates.
Authorised and conditional capital. The prior two-year ceiling on authorised capital has been replaced by a ten-year authorisation period. Conditional capital rules have been liberalised in parallel. For companies planning future equity rounds or management incentive programmes, this removes a structural constraint that previously required repeated shareholder resolution cycles.
Shareholder rights at general meetings. Remote participation and electronic voting are now formally recognised for both the AG and the GmbH. A board of directors may permit – or, if the articles of association so provide, require – shareholders to participate without physical attendance. Companies whose constitutional documents were drafted before the reform may find their existing articles of association silent or inconsistent with the new rules.
Gender representation on boards. Listed companies with more than 250 employees face binding gender representation targets for the board of directors and senior management. Non-listed companies are not subject to mandatory quotas, but they must include a comply-or-explain disclosure if they fall below the reference thresholds. The Bundesgericht (Federal Supreme Court of Switzerland) has confirmed that these obligations are enforceable through ordinary corporate governance mechanisms.
Transparency and beneficial ownership. Every AG and GmbH must maintain an internal register of beneficial owners holding above a prescribed threshold. Failure to update this register within the required period triggers a suspension of shareholder rights – meaning the affected shares carry no voting rights and no entitlement to dividends until the deficiency is remedied.
For companies engaged in mergers and acquisitions activity in Switzerland. The reformed capital rules and shareholder rights provisions introduce both new structuring tools and new due diligence checkpoints that were not present under the prior regime.
Which companies are affected and what the thresholds require
The reforms apply to every AG and GmbH registered in the Handelsregister Schweiz, without exception. The thresholds and additional obligations vary by company size and listing status.
All AG and GmbH entities must verify that their articles of association are consistent with the reformed corporate legislation. Where existing articles conflict with mandatory provisions, the conflict is resolved by operation of law – but the articles themselves remain formally non-compliant until corrected. The Swiss Commercial Register has begun issuing notices to companies whose registered constitutional documents have not been updated.
Companies with foreign-currency capital. Those electing to denominate share capital in a currency other than Swiss francs must have passed the requisite shareholder resolution. Filed an amended deed with a notary. Additionally, updated their entry in the commercial register. Companies that informally operate in foreign currency but have not taken these formal steps remain non-compliant.
Large and listed companies – defined by reference to balance sheet size, revenue, and employee count – face the gender representation disclosure obligations. The comply-or-explain mechanism requires a written explanation in the annual report where targets are not met. Omitting this disclosure is treated as a governance deficiency under Swiss corporate legislation.
Beneficial ownership registers. Every company with registered shareholders who are not natural persons. or whose ownership chain is not transparent on the face of the share register. must conduct a tracing exercise and document the ultimate beneficial owner. The threshold triggering this obligation is a holding of a prescribed percentage of voting rights or capital. International holding chains with multiple intermediate layers are the most exposed category.
Engaging a corporate law specialist in Switzerland at this stage is not a precaution. it is the most direct route to identifying which of these obligations apply to your specific structure and avoiding the shareholder rights suspension that accompanies non-compliance.
To receive an expert assessment of your Swiss corporate structure under the reformed legislation, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps address the most common compliance gaps identified across internationally owned Swiss entities. They should be completed as a matter of priority.
- Review articles of association against the reformed Swiss Code of Obligations. Identify every provision that either conflicts with mandatory new rules or that fails to incorporate available new rights – such as remote participation and electronic voting. Prepare a redraft for approval at the next ordinary general meeting, or convene an extraordinary general meeting if the gap is material.
- Pass and document any required shareholder resolutions. Capital currency conversion, new authorised capital authorisations, and any changes to board composition rules each require a formal shareholder resolution recorded in minutes. Verbal or informal decisions carry no legal weight under Swiss corporate legislation.
- Update the beneficial ownership register. Trace the ownership chain to the ultimate natural person for every block of shares above the threshold. Document the exercise with dated records. Where the beneficial owner has changed since the prior entry, file the update immediately – shareholder rights suspension operates automatically on the date the breach is identified, not the date a notice is issued.
- Assess gender representation disclosure obligations. If your Swiss entity meets the size thresholds for a large company, confirm whether the board of directors and senior management composition triggers a comply-or-explain requirement. Prepare the disclosure text for inclusion in the next annual report.
- File all amended documents with the Handelsregister Schweiz. Updated articles of association and capital structure changes require notarial certification and commercial register filing. Internally approved amendments that have not been filed are not enforceable against third parties and do not satisfy the reform's compliance requirements.
International companies managing parallel corporate structures across Europe may also find it useful to review our alert on comparable corporate reforms in Portugal. There. Similar beneficial ownership and governance obligations have been introduced under EU-driven legislative changes.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice covers company registration, articles of association drafting, board of directors governance, and shareholder resolution procedures across European and international markets. We work with international entrepreneurs, institutional investors, and in-house legal teams operating AG and GmbH structures in Switzerland who need results-oriented counsel across multiple legal systems. As a law firm with deep experience in Swiss corporate matters, we advise clients on the full scope of compliance obligations arising from the reformed Swiss Code of Obligations. The firm's attorneys have advised on corporate governance and restructuring matters across both civil law and common law systems, and our Lisbon base provides direct access to EU regulatory channels for clients managing cross-border structures. To discuss your compliance position under the Swiss corporate reforms, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Author: Sophie Kellner
Author title: Partner, IP & Technology Law
Published: February 15, 2026