In the case of stock corporations, the board of directors prepares a proposal for the appropriation of retained earnings for the attention of the general meeting. Art. 674 of the Swiss Code of Obligations applies to the offsetting of losses. This results in the following order of loss offsetting:
Loss offsetting
a. against retained earnings
b. against voluntary profit reserves
c. against statutory profit reserves
d. with the statutory capital reserve
Instead of offsetting against “c. statutory profit reserves” and “d. statutory capital reserves,” remaining losses can be carried forward to new accounts.
Offsetting against “a. profit carried forward” and/or “b. voluntary profit reserves” is mandatory. In both cases, no resolution of the general meeting is required for the offsetting of losses. The offsetting can only take place in the following year because the annual loss/annual profit must be reported as a negative item in equity. In addition, the annual financial statements must be approved in advance by the general meeting.
