New Stock Corporation Law: Takeover of Assets and Obligations to Make Restitution
With the revision of the Stock Corporation Law, which came into force on January 1, 2023, the provisions on capital outflows after formation as well as in the context of capital increases have been adjusted.
Until now, certain formalities had to be observed in the case of (planned) acquisitions in kind. In particular, these had to be disclosed and were accordingly included in the articles of incorporation. Now, all provisions regarding the takeover of assets have been deleted without replacement, which is why the associated disclosure obligation no longer applies.
However, in order to counteract the risk of abuse by shareholders, partners and persons closely associated with them, the provisions on the duty of restitution (Art. 678 CO) have been tightened. If the company takes over assets from such persons or concludes legal transactions with them, these persons are obliged to reimburse the assets received insofar as there is an obvious disproportion between performance and consideration.
