Share Capital

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What is Share Capital?

Joint stock companies are governed by their share capital. An entity's share capital is determined by the amount contributed by its shareholders. It is only possible to change the share capital in accordance with strict legal requirements.

Share Capital Payments

The payment of share capital, as well as the subscription of shares, is one of the basic requirements for the establishment of a joint-stock company. In the event that the share capital is paid, the obligation to contribute resulting from a share subscription is fulfilled, namely by paying the issue amount. A payment can be made in the form of cash or a contribution in kind, such as real estate or machinery.

Amount of Share Capital

A joint-stock company's share capital is determined by its articles of association and is divided into individual shares. Swiss law requires a stock corporation to have a minimum capital of CHF 100,000 (Article 621 OR). Among these contributions, at least 20 percent must be made, although the minimum amount is CHF 50,000 (Article 632 CO).

Shareholder Participation

Share capital may be contributed by any number of shareholders. Shareholders are entitled to share capital in proportion to the par value of their shares. It is required that the par value amount be at least one centime (Article 622 CO).

Raising Capital

In order to remain competitive or to make important investments, capital increases may be necessary. It is also possible to increase the amount of capital in order to reduce debt so that the entire stock corporation is financially alleviated.


There are different types of capital increases, such as the ordinary capital increase, share subscription and increase from contingent capital. Articles 650 to 653 of the Code of Obligations (CO) provide the legal basis for the increase:

Ordinary Capital Increase

(Art. 650 OR)

An increase in the share capital has been approved by the General Meeting. Upon the approval of the Board of Directors, the capital increase must be implemented within three months.

Share Subscription
(Art. 651 OR) 

During the General Meeting, the shareholders may decide to increase the share capital by a certain amount within a period of no more than two years, up to a maximum of 50 percent.

The Board of Directors decides at its own discretion when the increase will take place.

Increase from Contingent Capital

(Art. 653 OR) 

An increase in capital may be resolved by the General Meeting by granting conversion or option rights or allowing employees to subscribe for new shares. 

In any case, the decision to increase the share capital is not made by the Board of Directors. In fact, the increase depends on the decision made by shareholders to subscribe to new shares.

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