Revision of company law: Commercial Register Ordinance

On 1 January 2023, the new provisions of the revision of company law came into force. This new company law also inevitably affects the articles of association of a public limited company. Thus, it has become apparent in past focus articles on our website that specific new provisions must be included in the writings of the association to make use of the advantages of the revision of company law. The Commercial Register Ordinance, which also came into force on 1 January 2023, now regulates the transitional period for adapting the articles of association.

For example, if a public limited company wants to benefit from the capital band contained in the new company law. In that case, the option to create it must be included in the articles of association. The same applies to the currency of the share capital and the authorization to hold a virtual general meeting. On the other hand, the provisions on the naming of the bodies for administration and auditing and on the convening of the general meeting and the shareholders’ voting rights, which were previously mandatory, no longer must be included in the articles of association. 

For a joint-stock company, in order to make use of the advantages brought about by the revision of company law, the articles of association must be amended, as already mentioned. If planning for this has not already begun in the previous year, it should be an issue this year at the latest. This is because the commercial register law grants limited companies only a brief period to implement the amendments to the articles of association and regulations. The period is exactly two years. Thus, the articles of association and regulations must be revised by 31 December 2024 at the latest. If this is not the case and this deadline is missed, all regulations and provisions of the statutes incompatible with the new law will cease to apply. As a result, these provisions will no longer be valid as a basis for action for the public limited company.

As is well known, amendments to the articles of association are only possible by utilizing a general meeting resolution. It is therefore advisable to carry out a general revision of the articles of association at the ordinary public discussions of this or the following year.