What Has Changed: Key Updates at a Glance
The revision of corporate law introduces far-reaching changes, particularly regarding the structure of the articles of association. The key changes include:
Introduction of new forms of meetings, such as hybrid, written, or fully virtual general meetings
The possibility of denominating the share capital in a foreign currency, provided this currency is essential for the business operations
Introduction of a capital band to provide more flexibility for the board of directors when increasing or reducing capital
Reduction of the quorum for convening a general meeting in listed companies from 10% to 5% of the share capital or voting rights
Expansion of the right to access company records, enabling shareholders with 5% of the share capital or voting rights to inspect the company’s books and records at any time
Is a Revision of the Articles of Association Absolutely Necessary?
There is no explicit legal obligation to revise the articles of association. However, in practice, an update is highly recommended. Since 1 January 2025, any provisions in the articles of association that contradict the new corporate law are automatically deemed invalid. In their place, the new legal provisions will apply directly – even if the old wording remains in the articles.
This results in a situation where shareholders can no longer rely on the contents of the articles, which undermines legal certainty. Furthermore, disregarding the new provisions could lead to liability risks.
A revision of the articles of association provides clarity, strengthens legal certainty, and ensures that the internal regulations are in line with current legislation.
How Does a Revision of the Articles of Association Work?
To avoid legal risks and uncertainty, and to bring the articles of association up to date, the revision is carried out at a general meeting. The new articles are voted on during the meeting. The resolution is then notarised by a public notary, the articles are certified, and subsequently, the changes are submitted for registration with the commercial register.
Diana Krasnic
Legal
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Zug
Take Action Now – For Legal Certainty and Clarity
Are your articles still up to date and legally compliant? Now is the right time to ensure legal certainty. Contact us for an initial consultation on the revision of your articles of association – we will assist you quickly and efficiently.
