Capital increase audit

The Swiss Code of Obligations (CO) foresees three options for increasing the share capital of a company: The ordinary capital increase, the increase from contingent capital and the capital increase making use of the capital band. The latter is a new legal institution introduced with the corporate law revision effective 1 January 2023. According to Art. 653s para. 1 CO, the share capital can now be changed within a pre-determined range for a maximum period of five years upon statutory authorization to the Board of Directors. Capital increases within the capital band are possible on an ordinary or contingent basis, and the provisions on ordinary and contingent capital increases apply mutatis mutandis (Art. 653 para. 5 CO). At the same time, the above-mentioned forms of capital increase are overlaid by the division into simple and qualified capital increases.

The latter includes increases via contributions in kind, asset takeovers and offsetting. In addition, it is possible to increase the share or participation capital from freely disposable capital reserves. Depending on the type of capital increase, no audit may be required – in the case of a regular capital increase with cash (without subscription rights restrictions), for instance. The audit of the capital increase report is particularly necessary in the case of qualified capital increases (at least by a certified auditor). In the case of a conditional capital increase, a licensed audit expert must examine the issuing of the new shares for compatibility with Swiss law and statutes.