Die Abschaffung der Sachübernahmevorschriften im neuen Aktienrecht

Under current Swiss corporate law the acquisition of assets from a shareholder intended prior the formation of the company is subject to the same rules as a payment of subscribed capital by contribution in kind. An (intended) acquisition of assets occurs when the company intends or undertakes to acquire certain assets of its shareholders or of a person closely related to a shareholder soon after its formation or capital increase. In these cases, the current law imposes strict transparency rules in the articles of association and the commercial register, the need for an audit confirmation, and special treatment within the report of formation or capital increase respectively a qualified majority for the shareholders‘ meeting. However, legal practice has shown that the provisions relating to (intended) acquisition of assets leave room for interpretation and lead to legal uncertainty in their application. The Swiss Federal Council’s dispatch emphasizes the uncertainty regarding questions…