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Draft Bill on Swiss Corporate Law Reform*
Prof. Dr. H. Ercument Erdem
The process for revision of the Swiss corporate law was initiated
in 2007, and the process continued for some time1. During this process,
the reform on accounting law and excessive compensation of man-
agers, separately, entered into force, and the corporate law reform was
delayed. On 28 November 2014, the Federal Council published a new
draft bill on the Swiss corporate law reform, and the Draft Bill on
Corporate Law Reform2 (“Draft”) was submitted for consultation on
15 March 2015.
The draft makes provisions in different areas. In general, the Draft
covers revision on capital structure, shareholders’ rights, excessive
compensation of managers, and other provisions that are not directly
relating to corporate law. This newsletter addresses the substantial revi-
sions proposed by the Draft, and comparison of these revisions with
the Turkish Commercial Code (“TCC”).
Provisions on Capital Structure
Art. 621 of the Draft allows for share capital to be in foreign cur-
rency. Accordingly, actions concerned with the share capital, such as
the formation of legal reserves, distribution of dividends, and determi-
nation of over-indebtedness, may be determined in foreign currency.
The purpose of these provisions is to eliminate the inconsistencies
* Article of May 2015
1 For detailed information, please see: Rapport explicatif relatif à la modification du code des
obligations (droit de la société anonyme).
Please see:
sion14/vn-ber-f.pdf.
2 Please see:
sion14/vorentw-f.pdf.