SWITZERLAND Trends and Developments Contributed by: Beda Kaufmann, Alexander von Jeinsen, Daniel Raun and Laurent Riedweg, Advestra
The new law’s purpose is to prevent takeovers that would endanger public order or security. It provides for a notification duty for acquisitions by foreign investors under direct or indirect government control in certain critical sectors and industries (eg, energy and water supply, and suppliers in the defence indus - try), subject to certain thresholds regarding turnover (CHF10 or CHF100 million in average during the past two fiscal years, depending on the target sector) and additionally, for targets in certain particularly critical industries, full-time equivalents (50 FTE in average On 26 September 2025, the Swiss Parliament passed the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) as well as a revision to the Anti-Money Laundering Act (AMLA). The LETA will introduce a new centralised fed - eral register of beneficial owners (transparency regis - ter). This will have a significant impact on the reporting of beneficial owners for Swiss private companies and marks a shift from the current regime which does not involve any filings with, or reporting to, any regulator or centralised register. The transparency register will provide authorities and certain persons who are sub - ject to AMLA, such as financial intermediaries, with access to information on the beneficial owners of a legal entity. The LETA will be complemented by an implementing ordinance of the Federal Council which is currently under consultation. The new legislation is expected to enter into force in the second half of 2026. Corporate law reform A major reform of Swiss corporate law came into force in January 2023. The reform addressed a wide array of matters, but, in a nutshell, it targeted the following three main topics: • liberalisation of capital provisions; during the past two fiscal years). Federal transparency register • strengthening of shareholder rights; and • new ESG disclosures and obligations. Among other changes, the new law made it easier for a board of directors to issue shares by introducing the concept of a capital band. This allows the share - holders’ meeting to authorise the board of directors to increase or reduce the share capital within a range
of between 50% and 150% of the issued share capi - tal for a period of up to five years. Another novelty was the possibility of a non-Swiss franc denominated share capital. Further changes include the modernisation of the rules around shareholders’ meetings, allowing both virtual meetings and written resolutions. Additionally, the del - isting of companies will require shareholder approval under the new law, with a qualified majority of two- thirds of the voting rights and an absolute majority of the capital represented at the relevant general meeting of shareholders being applicable. Shareholder rights were further strengthened by lowering the thresholds required for shareholders to request the calling of a shareholders’ meeting and the inclusion of agenda items. In terms of ESG disclosures and obligations, Swiss- listed companies and financial institutions that over the past two financial years employed more than 500 full-time equivalents and had a balance sheet of more than CHF20 million or a turnover of more than CHF40 million have to report on non-financial matters. Swiss companies have also become subject to due diligence requirements regarding their supply chain if they import or treat conflict minerals or offer goods and services that face founded suspicion of child labour, and they must publish a report on the implementation of these requirements. Switzerland and EU/EEA Switzerland remains a non-EU/non-EEA (European Economic Area) country and its relationships with the EU/EEA are governed by a complex set of bilateral agreements. Efforts to negotiate a framework agree - ment, meant to serve as an institutional umbrella for Swiss–EU relations, were terminated in 2021 after years of ongoing talks. This left political sentiment between Switzerland and the EU at a low point and plenty of questions open as to the next steps. In 2022, exploratory talks between Switzerland and the EU resumed with a view to reaching a com - mon understanding on how to approach possible new negotiations. These negotiations were officially opened in March 2024 and concluded in December
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