The National Council and the Council of States have decided to abolish bearer shares in Switzerland. Only listed companies or companies which have issued bearer shares as intermediated securities may still hold bearer shares. The Councils have thus essentially concluded the recommendations on the Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes.

This law came into force on November 1st, 2019. As a result, it will no longer be possible to establish new companies with bearer shares. Existing stock corporations with bearer shares must convert the shares into registered shares unless the above-mentioned exceptions apply. The deadline for the conversion is 18 months from the entry into force of the law – i.e. until 31 May 2021. If this deadline is not met, coercive measures can be expected from the respective commercial register office.

Depending on the case, we recommend that SME companies with bearer shares promptly convert their bearer shares into registered shares or create intermediated securities. The latter would have the following advantages:
– Your company can continue to hold bearer shares
– Your shareholders receive their shares delivered to their respective securities custody account at their bank. The risk of losing the share certificate is thus averted.
– Your shares are regarded as “bankable assets” and the respective transfer upon purchase or sale takes place centrally via the securities clearing systems.
– You can centrally process notifications and invitations to general meetings or dividend payments to your shareholders via the clearing system.

The Unita team provides you with comprehensive support in the implementation of this topic. Do not hesitate to contact us!

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