The Federal Commercial Registry has issued important clarifications on capital increases from freely disposable equity under Swiss law. This briefing examines the legal requirements, corporate procedures, and tax implications of converting existing equity into share capital, with particular focus on companies subject to limited audits or those that have opted out of auditing requirements.

The Federal Council has repealed the Federal Department of Finance's (FDF) Ordinance on Electronic Data and Information (ElDI-V) of 11th December 2009 with effect from 1st January 2018.

Swiss stock corporations with limited audit requirements may waive audits with shareholder consent through an "Opting-Out" mechanism. New regulations effective January 2025 restrict this waiver to future financial years only, prompting the Federal Commercial Registry Office to issue clarifying guidance on implementation procedures and timing requirements.

La présente contribution s'intéresse aux droits des entités auditées et des personnes physiques concernées par des audits de la Cour des comptes de Genève.

As trustees we are frequently confronted with arguments according to which keeping proper financial accounts would be expendable.

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