Federal Act on the Amendment of the Swiss Civil Code (OR)

Art. 653sOR from 2023

Art. 653s IV. Capital band 1. Authorisation ⁽¹⁾

¹ The articles of association may authorise the board of directors to vary the share capital within a bandwidth (capital band) for a period not exceeding five years. They shall specify the limits within which the board of directors may increase and reduce the share capital.

² The upper limit of the capital band may not exceed the share capital specified in the commercial register by more than half. The lower limit of the capital band may not be less than half of the share capital specified in the commercial register.

³ The articles of association may restrict the powers of the board of directors. They may in particular provide that the board of directors may only increase or only reduce the share capital.

⁴ The articles of association may only authorise the board of directors to reduce the share capital if the company has not dispensed with a limited audit of the annual accounts.