2009-2010

• Entry into force in early 2010 of a new law governing corporate accounting
• Modification of the law of public limited companies (SA)

New law governing company accounting
For some time now, a new law relating to company accounting has been under development. The bill was approved by the Federal Council in December 2007. It is now under discussion in the federal chambers.
This change is in line with the changes requested by the international community. In all likelihood, this right should require the application of international standards already in force such as Swiss GAAP RPC (during US GAAP) or IFRS standards.
The legislator should, however, follow the same logic that it followed when modifying the law of revision. Only companies achieving two of the following values (CHF 10 million balance sheet total, CHF 20 million turnover and 50 full-time employees) will have to comply with the most stringent rules.

For the other companies, a new IFRS standard for SMEs is in progress and should be released during the second half of 2008.
Will companies employing less than ten employees be spared by these changes?
We will keep you informed of future developments.

Modification of the law of public limited companies (SA)
Just as in the context of the law of the Sàrl, the law of the SA wishes to grant a right of inspection and decision in the management of the company more important. This new right provides for the General Assembly (the shareholders) to decide on the remuneration of the directors. Until now, directors have determined their own remuneration within the board of directors.
The rules governing the company's share capital will also be adapted.
The legislator will also adapt SA law to the new possibilities of communication. Still in relation to the shareholders and the general meeting, the latter may be held in different places by video conference or electronically (on the internet) for example. The invitation to the general meeting as well as the possibility of giving power of attorney to be represented can also be done electronically.
The law of the Sàrl very often refers to the law of the SA, the Sàrl may also be affected by these changes.

We will keep you informed of future developments.

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