What the 2026 amendment to the Business Corporations Act changes for founders

The amendment takes effect on 1 January 2027, but the work is due before then: articles of association that were drafted under the old wording keep working only until the first shareholder meeting that has to apply the new rules.

Shareholder loans

Loans from shareholders to their own company are now tested against the same standard as any other related-party transaction. In practice that means a written contract, an arm’s-length interest rate and a record of who approved it. A loan booked as a line in the accounts and nothing else will not survive an insolvency review.

Drag-along and tag-along

Drag-along clauses remain enforceable, but the amendment tightens what a minority shareholder must be told and when. A drag notice that gives less information than the buyer received is now the classic ground for challenge.

What to fix before January

Three documents, in this order: the articles, the shareholders’ agreement, and the register of related-party transactions. If the articles are older than 2021, assume the whole vesting and deadlock section needs rewriting rather than patching.

Thirty minutes on the phone is usually enough to say which of the three you actually need.