Legal framework
What the law requires — and what it has permitted since 2023.
This overview summarises the provisions of the Swiss Code of Obligations relevant to small Swiss AG and GmbH. It is a factual presentation, not legal advice; in individual cases, the articles of association, the statutory text and professional review are authoritative.
Status: 19 August 2026
The revision of stock corporation law as of 1 January 2023
The revision of stock corporation law entered into force on 1 January 2023. For small, non-listed companies, four changes are of practical relevance:
- Art. 701d COVirtual general meetingSince then, the GM may be held without a physical venue — provided the articles of association contain an express basis, the board of directors regulates the means used, and the shareholders can communicate directly with one another and vote electronically.
- Art. 699a COElectronic conveningThe previous notification obligation to the official publication organ has been abolished for non-listed companies. The GM can therefore be convened purely electronically if the articles of association provide for this or the shareholders have consented.
- Art. 699 COMinority rights at 5 percentThe threshold for agenda item requests (para. 3) and for demanding an extraordinary GM has been lowered for non-listed companies to 5 percent of the share capital or the votes. In small groups of shareholders, this threshold is often already reached by a single person.
- Art. 731b COOrganisational defectsSince 1 May 2021, inadequate maintenance of the share register has been expressly deemed an organisational defect (para. 1 no. 3) — as set out on the home page.
What the articles of association must contain
Anyone wishing to use the new forms needs the appropriate articles of association. The transitional period of the revision expired on 1 January 2025; until then, articles of association under the old law continued to apply. Companies that have not adapted their articles of association since then cannot, in particular, hold a virtual general meeting — an express statutory basis in the articles of association is mandatory for this.
| Item | Requirement | Basis |
|---|---|---|
| Virtual GM | Express authorisation to hold the meeting without a physical venue; regulation of the means by the board of directors | Art. 701d para. 1 CO |
| Form of convening | Statutory provision in the articles of association enabling electronic invitation (e-mail) | Art. 700 CO in conjunction with Art. 699a CO |
| Agenda items | Deadline and form for agenda item requests, adapted to the 5-percent threshold | Art. 699 para. 3 CO |
| Transfer restrictions | Current restrictions on transfer and approval procedures for registered shares | Art. 685 et seq. CO |
Every amendment to the articles of association is a GM resolution requiring a public deed: it needs the necessary quorum (Art. 704 CO) and the public deed drawn up by a notary (Art. 702 CO). DME Register does not replace this step — the articles of association service carries it out with the partner notary's office OBT AG.
Responsibility of the board of directors
Maintaining the share register, convening the GM and recording its resolutions in the minutes is the task of the board of directors (Art. 686, Art. 699 et seq., Art. 702a CO). It is liable for the careful fulfilment of these duties (Art. 754 CO). Software does not shift this responsibility — it makes its fulfilment demonstrable.
In practice this means: the register must be complete and up to date, the convening must comply with deadlines and form, and minutes of every GM must be recorded and retained.
Timeline
| Date | Event |
|---|---|
| 01.05.2021 | Inadequate share register deemed an organisational defect |
| 01.01.2023 | Revision of stock corporation law in force: virtual GM, electronic convening, 5-percent thresholds |
| 01.01.2025 | End of the transitional period: articles of association not adapted must be brought into line; virtual GM without a basis in the articles of association no longer permitted |
| today | Companies without adaptation can only hold physical or hybrid GMs |
What a platform does not replace
Public deed
Amendments to the articles of association, capital increases and reductions, and the other cases of Art. 702 CO require the notary. The platform prepares, documents and delivers printouts — the public deed remains a matter for the authorities.
Legal advice
Whether your articles of association meet the requirements is not assessed by the platform. The articles of association service with the partner notary's office OBT AG and a fiduciary reviews and adapts them.
Special regimes
Listed companies, funds and structures with an independent proxy are outside the product scope.
DME Register · Legal framework · Status: 19.08.2026 · dme.ch