Das Kapitalband

The revision of the Swiss law on companies limited by shares, which came into force on January 1, 2023, introduced the capital band («Kapitalband»). This new legal institution leads to more flexibility for the companies with regard to equity financing by giving the shareholders the possibility to authorize the board of directors to increase and decrease the share capital without a prior resolution by the general meeting. The company can thus react more quickly to changes in the economic environment and changing capital requirements, which also gives the company a competitive advantage. This article first explains the legal regulation of the capital band and then shows the resonance of the institute du­ri­ng the legislative process as well as in doctrine and practice. In the first half of 2023, various companies introduced a capital band in different forms. Finally, the various design options that enable shareholders to tailor the capital band to the specific needs of the company are…