Swiss Corporate Amendments: Statute Changes, Capital Increases, and Vinkulierung (2026)

Which Changes Require Notarisation?

Capital Increases (OR Art. 650-659)

Ordinary Capital Increase

The most common form. The board proposes the increase; shareholders vote at a general meeting with a two-thirds qualified majority. The steps are: shareholder resolution, subscription of new shares by existing or new shareholders (including payment of the subscription price and any Agio into a separate bank account), auditor confirmation of capital receipt, notarisation of the increase, and commercial register filing.

Authorised Capital Increase

Under OR Art. 651, the AGM may pre-authorise the board to increase the share capital by up to 50% of the existing share capital within a maximum of two years. The board then has discretion on the timing and terms of the increase without requiring a further shareholder vote within the authorised amount. Commonly used for staged growth financing and M&A consideration shares.

Conditional Capital Increase

OR Art. 653 permits conditional capital (bedingte Kapitalerhohung) to accommodate conversion rights in convertible bonds or subscription rights in employee option plans. The capital is not issued until the conversion or option is exercised. No shareholder approval is required at the time of exercise -- only at the time the conditional capital provision is added to the Statuten.

Foreign Currency Capital: The 2023 Reform

Since 1 January 2023, a Swiss AG may denominate its share capital in a foreign currency (EUR, USD, GBP, JPY, or CNY) if the majority of shareholders or the company's business activities are linked to that currency area. The minimum share capital remains CHF 100,000 equivalent. Benefits include eliminating currency translation differences in group reporting and simplifying intercompany settlements. GmbH share capital remains denominated exclusively in CHF.

Capital Reduction (OR Art. 732-735)

A capital reduction is more procedurally complex than a capital increase because it reduces the creditor protection base. Requirements:

1. FAOA auditor confirmation: An accredited auditor must certify that (a) the company's net assets after the reduction will still cover all liabilities and (b) the reduction amount exceeds the total accumulated deficit being written off (if the reduction is for loss absorption)
2. Shareholder resolution: Two-thirds qualified majority
3. Notarisation: Of the resolution and amended Statuten
4. SOGC publication and 30-day creditor waiting period: Creditors have 30 days to object and demand security for their claims before the reduction can be entered in the HReg
5. Commercial register filing

The minimum share capital after reduction is CHF 100,000 for an AG and CHF 20,000 for a GmbH.

Vinkulierung: Share Transfer Restrictions

AG: Vinkulierung Under OR Art. 685b-685f

Vinkulierung allows a Swiss AG's board to refuse a share transfer if the prospective transferee does not meet criteria set out in the Statuten. The most common restriction ground (Art. 685b): the board may decline approval if the transferee refuses to declare that they hold the shares in their own name and for their own account (preventing undisclosed nominee arrangements).

The board may also decline on grounds set out in the Statuten, such as to protect the company against foreign ownership concentration or to preserve shareholder composition. The refusal must be exercised within 3 months of the transfer request, and the board must either approve the transfer, refuse it on statutory grounds, or offer to buy the shares back at the market price (Art. 685c).

GmbH: Transfer Restrictions in the Articles

GmbH quota transfers are more tightly controlled by default. OR Art. 785 requires notarisation for every GmbH quota transfer, and OR Art. 786 requires the company's consent for any transfer. The Statuten may increase or decrease this restriction. Common practice is to keep the default consent requirement as a de facto Vinkulierung equivalent for GmbH companies.

Multiple Vote Shares and Share Classes (OR Art. 693)

A Swiss AG may create multiple share classes with different voting rights under OR Art. 693. The key rule: the voting ratio between the highest-vote and lowest-vote share class cannot exceed 10:1. For example, if ordinary shares have 1 vote per CHF 1 of par value, founder shares may have up to 10 votes per CHF 1 of par value.

Multiple vote shares require:

• Explicit provision in the Statuten, adopted with a two-thirds qualified majority
• Notarisation and commercial register filing
• Heightened quorum for certain decisions affecting the high-vote class (Art. 693 para. 3)

Use cases: founder voting control in VC-backed structures, family business succession, protection against hostile acquisitions.

Emissionsabgabe: Stamp Duty on New Capital (StG Art. 5-7)

The Emissionsabgabe is a federal stamp duty of 1% on new paid-in capital contributions (Kapitaleinlagen) to Swiss AG and GmbH companies. Key rules:

• Threshold: Applies only to capital above CHF 1 million. The first CHF 1 million of paid-in capital (across the life of the company) is exempt.
• Rate: 1% of the contribution amount above the CHF 1 million exemption
• Agio included: The stamp duty applies to the full subscription price including any share premium (Agio), not just the par value of new shares
• Restructuring exemption: StG Art. 6 exempts qualifying reorganizations (FusG mergers, demergers, asset transfers) from the Emissionsabgabe, provided the transaction qualifies for tax neutrality

Domicile Change

Intra-Cantonal Move

An intra-cantonal address change (moving to a new address within the same canton) typically requires only a board resolution and HReg filing -- no notarisation if the Statuten contain a general address or if the address provision allows board-level discretion. Timeline: 1-2 weeks.

Cross-Cantonal Move

Moving from one canton to another requires:

1. Statute amendment (Statuten must be updated to reference the new canton) -- notarisation required
2. Filing with the source canton commercial register (Löschung or notation of the move)
3. Filing with the target canton commercial register (new registration)
4. Simultaneous coordination so no gap in HReg entry exists

The company's tax domicile shifts to the new canton on the HReg entry date, which has immediate cantonal CIT and capital tax implications. A cross-cantonal move for tax planning purposes (e.g., from Zurich to Zug) should be coordinated with a tax ruling confirming continuity of loss carry-forwards and any pending tax attributes.

Director and Board Changes: No Notarisation Required

Appointments or removals of directors, managing officers, and authorised signatories of a Swiss AG or GmbH are board-level decisions. They do not require notarisation or a shareholder vote (unless the Statuten explicitly reserve appointments to the AGM). The board passes a resolution, signed minutes are prepared, and the change is filed directly with the cantonal commercial register. Timeline: 1-2 weeks from resolution to HReg entry.

Signatory powers (Einzelunterschrift -- single signature authority; Kollektivunterschrift -- joint signature authority) can also be changed by board resolution. The change takes effect at HReg entry, not when the minutes are signed.

Statute Amendment Process: Step by Step

1. 1
   Draft revised Statuten

   Prepare the full revised text of the Statuten incorporating all proposed changes. Bundling multiple amendments in a single draft is standard and cost-efficient.

2. 2
   Convene the general meeting (20-day notice for AG)

   Issue written notice to all shareholders specifying the proposed amendments. The agenda must include the exact text of the proposed Statuten changes.

3. 3
   Pass the resolution (2/3 majority + absolute majority of par value)

   The qualified majority of OR Art. 704 (AG) or OR Art. 808b (GmbH) must be achieved. Record the vote count and all attendees in signed minutes.

4. 4
   Notarisation

   A Swiss notary certifies the shareholder resolution and the restated Statuten. Multiple amendments are certified in a single deed. Electronic notarisation is available in certain cantons from 2025.

5. 5
   Commercial register filing and SOGC publication

   File the notarised deed and updated Statuten with the cantonal HReg. Pay the registration fee. Legal effect of the Statuten changes occurs at HReg entry. SOGC publication follows within 1-3 business days.

Bundling Amendments: Saving Time and Notary Costs

Multiple statute amendments can be resolved at the same general meeting, notarised in a single deed, and filed as a single HReg application. For shelf company buyers post-acquisition, the typical bundle is:

• Company name change
• Business purpose (Zweck) amendment
• Capital increase
• Vinkulierung addition or modification
• New registered address (if cross-cantonal)

Bundling adds no meaningful time to the process but eliminates the cost of separate notary appointments and multiple HReg filing fees. See also change of company name and purpose for the name/Zweck amendment workflow.

Cost Table (2026)

Frequently Asked Questions