Marge de fluctuation du capital (art. 653s ss nCO) : de la sauvegarde des créanciers et des actionnaires, en particulier lors de l’acquisition par la SA de ses propres actions
As of the entry into force, on 1st January 2023, of the revised Swiss Limited Companies Law (« Aktiengesellschaft », « société anonyme »), the margin of fluctuation of capital (« Kapitalband », « marge de fluctuation du capital ») will allow the general assembly of shareholders to authorise the board of directors to increase or reduce the share capital within a certain interval during a maximum period of five years. This contribution reviews the various measures that are foreseen by the legislator to ensure the protection of creditors and shareholders. These measures come into play before, during and after any concrete change in capital decided by the board of directors. In view of its importance, the protection of creditors and shareholders must also guide the co-ordination between the margin of fluctuation of capital and the acquisition, by the corporation, of its own shares: once a decision to reduce the share capital has been taken, the lower limit of the margin of fluctuation of…
