Blog - New Stock Corporation Law 2023: What Companies Need to Know Now
New Stock Corporation Law 2023: What Companies Need to Know Now
The new 2023 Stock Corporate Law introduces both new obligations and flexibility, as well as adapting to the digital age. It is advisable to adjust company statutes early to meet future requirements and take advantage of engineered flexibilities. Key changes include:
The new Stock Corporate Law enhances the responsibility of the board of directors regarding company's liquidity and over-indebtedness.
There is now an obligation to act for the board of directors in monitoring liquidity as soon as there are doubts about the solvency.
For companies without an audit office (Opting-out), when half of the capital is lost, the final financial statement must be audited by an authorized auditor.
Subordination agreements have been adapted, these refer to contracts where a creditor gives up his claim against the company to serve other creditors preferentially.
A remediation period for over-indebtedness has been introduced for the first time.
The rights of shareholders have been strengthened, especially with regards to information requests to the board of directors and protection rights for minority shareholders of unlisted SMEs.
The option to conduct virtual general meetings (Virtual AGMs) has been introduced, requiring an adjustment to the statutes.
A new form of capital change, the so-called capital band, has been introduced.
An update to statutes may be required. Companies should carefully review their specific situation and any potential need for action before the end of the year.
