According to the new accounting law, bookkeeping and accounting in foreign currency is possible. In order to solve the incoherence between accounting and stock corporation law, the nominal value should now also be able to be denominated in a foreign currency. At the time of registration in the Commercial Register, the share capital in foreign currency must have a minimum equivalent value of CHF 100,000. All capital-related aspects (formation of reserves, resolution on the distribution of a dividend or repayment of a capital contribution, determination of a capital loss or over-indebtedness) would then relate to the foreign currency that is material to the business activity.The current stock corporation law is based on the system of par value shares. The law prescribes a minimum par value and the articles of association assign a numbered portion of the share capital to the share. Since the high minimum par value has a negative impact on the tradability of the shares, the minimum par value has already been reduced in previous revisions of the stock corporation law. In the future, the share will have to have a nominal value that is only greater than zero (Art. 622 Para. 4 E-OR).Art. 628 OR regulates, among other things, the qualified formation of the (intended) acquisition in kind and thus shows an increased risk that the share capital serving the creditors as a liability substrate does not fully exist from the beginning. The question of when a takeover in kind exists and until when after the foundation or capital increase there is a relevant connection with the foundation or capital increase is often unclear. However, since the violation of the norms for the (intended) acquisition in kind results in nullity, legal uncertainty is particularly high in this case. Moreover, the existing protective mechanisms of the (intended) acquisition of assets are already only selective. For example, a company can enter into genuine third-party transactions immediately after its formation, whereby a liability substrate will also flow out here (e.g. a rental agreement with high rents). Therefore, the draft completely refrains from describing the (intended) acquisition in kind as a qualified fact in case of a foundation or capital increase.

The capital protection is nevertheless taken into account with the prohibition of the return of deposits in Art. 680 para. 2 OR and the reimbursement of the capital in Art. 678 OR. If the acquisition of assets is overvalued, a prohibited return of capital may be materially prohibited if the capital protected by Art. 680 CO is encroached upon. As a rule, a breach of the prohibition of restitution of capital by means of an acquisition of assets then also fulfils the requirements for a hidden profit distribution. The restitution provision of Art. 678 OR has a less selective effect than the current provisions on the takeover of assets, as it is functional and not object-related. Thus, not only the takeover of assets can give rise to a claim for restitution, but also the conclusion of other legal transactions, provided that the performance is clearly disproportionate to the consideration (Art. 678 para. 2 CO).In contrast to the capital increase, the current legal regulation of the capital reduction is rudimentary and incomplete. It is also problematic that the audit report must be drawn up before calling on creditors (Art. 732 OR). At this point in time, however, it is often unclear whether there are any claims against the company at all.

The new capital provisions create more flexibility for companies in this respect and at the same time ensure greater legal certainty through clear regulations. Thus, within the framework of a consolidated concept, the capital reduction with the various types of capital increase is now summarized in a chapter on capital change procedures (see Art. 650 ff. E-OR).

The general meeting of shareholders will now also have the option of authorising the board of directors to increase or reduce the share capital entered in the commercial register within a certain range for a maximum period of five years (Art. 653s ff. E-OR). The reduction may not fall below the registered share capital by more than half. In the case of a capital increase, the capital band may be no more than half higher than the registered share capital.