Bearer shares will be abolished - consequences and need for action.
Contact
Öffnungszeiten:
Monday to Friday
08.00 - 12.00 h / 13.00 - 17.00 hFernsupport durch Caminada:
As of the entry into force of the law (presumably 1.1.2020), the new issue of bearer shares is generally prohibited. From 1.1.2020, therefore, only stock corporations with registered shares can be founded.
Existing bearer shares will be converted into registered shares within a period of 18 months after the law comes into force, i.e. probably by July 1, 2021. If the company's executive bodies (BoD, AGM) do not act, the existing bearer shares will automatically be converted into registered shares by law.
This conversion is effective for any person, irrespective of the provisions of the Articles of Association, entries in the Commercial Register and also irrespective of whether shares have been issued or not.
If a company does not amend its articles of association in due time and the automatic conversion takes place, the company must adapt its articles of association to the new circumstances at the next amendment of the articles of association. The Commercial Register makes a note to this effect and rejects any registration of a different amendment to the Articles of Association as long as this amendment has not been made.
If holders of bearer shares fail to comply with their already existing obligation to notify even after the conversion of their bearer shares into registered shares, they will be in considerable trouble. They are threatened not only by the loss of their participation rights and property rights, but also by the complete loss of their shares, which are withdrawn and annihilated.
Even if the acquisition of bearer shares is reported after expiry of the transitional period, registration as a shareholder in the Company's share register can only be reached by court order. This also requires the prior consent of the Company. The corresponding deadline for the assertion is 5 years, which runs until December 31, 2024 at the latest.
If holders of bearer shares violate their reporting obligations, the Company's executive bodies are threatened with sanctions just as much as if they do not keep the share register or the list of beneficial owners correctly.
At the same time, the improper keeping of the share register or the list of beneficial owners may lead to organizational deficiencies. The same applies to the issue of bearer shares without the existence of an exception. In these cases of organizational deficiencies, shareholders, creditors and the Commercial Register Office may apply for measures to be ordered, including the dissolution of the company.
Immediately comply with the reporting obligation pursuant to Art. 697i of the Swiss Code of Obligations (except in the case of ownership of listed intermediated securities, where the corresponding transparency rules ensure this). The purchase, first name and surname (his company if applicable) and address must be reported.
If you have further questions or need help with the legally compliant implementation, Holger Wanke will be happy to advise you.
