In future, bearer shares will only be permitted if the Company has listed equity securities on a stock exchange or has structured the bearer shares as intermediated securities. If a company fulfils these requirements, it must have a corresponding note entered in the commercial register within 18 months of the law coming into force.
Illegal bearer shares will be converted by law into registered shares as of May 1, 2021. The Commercial Register Office will make the corresponding official change. Joint stock companies whose shares have been converted by operation of law must adapt their Articles of Association to the conversion at the next amendment to the Articles of Association. As long as this adjustment has not been made, the Commercial Register Office will reject any application to register another amendment to the Articles of Association. As part of our notarial services, we will be happy to assist you with the necessary amendment and notarisation of the Articles of Association.
The law also provides for a procedure to identify shareholders who have not complied with their reporting obligation to the company and whose shares have been converted. Shares held by non-registered shareholders become null and void five years after the law comes into force. This is in addition to the GAFI regulations, see “New reporting requirements for shareholders and GmbH shareholders“.
Shareholders or companies who fail to report the beneficial owners or to maintain the share register and the list of beneficial owners shall be subject to a fine by operation of law. In addition, the law requires legal entities with headquarters abroad and actual administration in Switzerland to keep a register of their owners at the place of actual administration.
The Federal Parliament passed the Implementation Act on 21 June 2019. The referendum deadline expired unused on 10 October 2019.
The Federal Council (11.10.2019)