Since 1 January 2020, the new Code of Companies and Associations (“CSA”) is applicable to all companies. The mandatory provisions of the CSA are now automatically applicable to every company, even the ones who have not yet adapted their articles of association to these new rules.
Residual provisions shall only apply insofar the articles of associations do not expressly derogate from them.
Companies shall have a final deadline until 1 January 2024 to adapt their articles of association to the CSA, failing which the Board of Directors may be held liable. However, companies which proceed with the amendment of their articles of association between 1 January 2020 and 31 December 2023of , for reasons pertaining to the management of their business, shall nevertheless be required to also fully adapt their articles of association to the CSA.