Changes in corporate law in the event of capital loss / over-indebtedness - Art. 725 OR

New company law from January 1, 2023 as well as innovations in the event of capital loss and over-indebtedness - Art. 725a OR

Share capital in foreign currencies possible
The General Assembly can be convened and the venues can be convened online
Interim dividend during the financial year
Abolition (intended) acquisition in kind
New procedure in the event of impending insolvency

Half capital loss and over-indebtedness

Impending insolvency

If a company threatens to become insolvent, the board of directors must either take steps to ensure solvency (provision of liquidity) or take remedial measures or propose such to the general meeting (e.g. capital cut or capital increase).

The board of directors may also apply to the probate court for a moratorium.

Half capital loss

In the case of half the capital loss, it is now clarified that only the non-distributable part of the statutory capital and profit reserves is included in the calculation of the capital loss, which is an improvement for start-ups in particular.

In the future, companies without an auditor will have to have their last annual financial statements audited by an approved auditor before they are approved by the general meeting in the event of a half capital loss, unless the board of directors has submitted an application for a debt restructuring moratorium. The Board of Directors is responsible for appointing the auditors.


Interim financial statements at sale values can now be dispensed with if the interim financial statements at amortized cost do not show any over-indebtedness. If the assumption of continuation is not given, an interim financial statement at realizable values is sufficient. As with half of the capital loss, the interim financial statements (at going concern and/or disposal values) must in all cases be audited by a licensed auditor. If the company is overindebted according to both interim financial statements, the court must be notified.

The new legal provisions provide that the board of directors can waive the notification of the court if:

  1. to the extent of the over-indebtedness there are subordinations regarding the amount owed and the interest claims or
  2. there is a justified prospect that the over-indebtedness can be remedied within a reasonable period of time, but no later than 90 days after the audited interim financial statements are available, and that the claims of the creditors are not additionally jeopardized.

away 860 CHF

Audit of the interim financial statements

away 1'290 CHF

Limited Statutory Audit

away 3'655 CHF

Full Statutory Audit

Further changes to stock corporation law from January 1, 2023

Par value of shares and common shares

The nominal value of shares and ordinary shares can now be greater than zero. This means that shares and common shares can be defined from CHF 0.001.

Share capital in foreign currencies

The share capital can be managed in the foreign currency that is essential for the business activity. The following currencies are allowed: British Pound, Euro, US Dollar and Japanese Yen.

Abolition (intended) acquisition in kind

The (intended) takeover of assets (e.g. payment in cash with the intention of taking over real estate from a shareholder) will be abolished.

capital band of 50%

In future, the General Meeting can authorize the Board of Directors to change the share capital within a range (maximum +/- 50 percent of the registered share capital) for a maximum period of five years.

Convening and venues of the General Assembly

General meetings can now be convened electronically if the articles of incorporation provide for this option. The annual report and the audit report can also be done online. In addition, the conference venue can be held at different locations and online.

distribution of interim dividends

Interim dividends can now be distributed provided the interim financial statements are audited by the auditors. In the case of an opting-out, the interim financial statements do not have to be audited, even if the shareholders waive the audit, as long as the claims of the creditors are not at risk.

Questions & Answers

How can the auditor be dismissed for important reasons and switch to blueAUDIT GmbH?

A change to blueAUDIT GmbH for important reasons can take place at any time. Especially if the previous auditor is not price transparent, does not use new technologies, does not act in a hurry or if the majority of the work is carried out by audit assistants.

Changing auditors is tedious and involves extra work. This incurs additional costs. Is that correct?

Switching is easy, you don't have to do anything else. All we need from you is the minutes of the general meeting (which can take place at any time) in order to be able to register the auditor with the commercial register. Incidentally, this is done by us and it is free of charge for you.

Why is blueAUDIT GmbH so efficient?

blueAUDIT GmbH uses the latest technologies in the field of auditing, and this ensures optimized audits. The audit procedures are carried out electronically with automated processes. This means that up to 100% of all transactions are analyzed, which ensures more security and accuracy. Digital Audit with blueAUDIT!

What is done differently from traditional auditing?

In addition to using technologies, we also try to keep the cost structure as lean as possible in order to be able to offer more attractive prices. Of course, this happens without any loss of quality, because the high quality of our work is checked externally.

  • Auditor for more than 150 companies
  • Clear and fair costs
  • Audit experts with many years of experience
  • Solid quality assurance thanks to external review