Abolishment of Bearer Shares and Clarifications on Beneficial Owners’ Notification
On 1 November 2019, some significant changes to Swiss corporate law entered into force:
- In principal, private Swiss companies are no longer allowed to issue bearer shares and all existing bearer shares must be converted into registered shares until 1 May 2021. Thereafter, only companies with securities listed on a stock exchange or whose shares are issued as intermediated securities are permitted to keep bearer shares and the bearer shares of all other companies will automatically be converted into registered shares.
- Bearer shareholders that have not complied with their disclosure duties (in particular shareholder identification and potential beneficial owners’ notification duties) towards the relevant company until the date of the conversion will not be able to exert their shareholder rights (e.g. participation and voting rights during shareholders’ meetings) and lose their dividend rights for the respective dividend year(s). In fact, such shareholders will have to ask the competent courts to re-establish their ownership until 31 October 2024 (subject to the approval of the company). Thereafter, their shares will become null and void and replaced by treasury shares held by the company.
- In addition, criminal law sanctions, i.e. a fine of up to CHF 10,000, were introduced in case of a failure to (i) disclose the beneficial ownership of shares and (ii) keep the required corporate housekeeping documents (share register, register of beneficial owners).
Please download our brochure on these topics under the following link: Abolishment of Bearer Shares
Andreas HinsenLocal partner Attorney at law
Andreas Hinsen, attorney at law, is a local partner in our Zurich office. He focuses mainly on private equity, domestic and international M&A transactions, corporate governance, restructurings as well as general corporate and stock exchange laws.T: +41434346700 E: [email protected]