Switzerland: end of bearer shares?

The Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes (“The Act”) entered into force on 1 November 2019.

Accordingly, the Federal Council, has released guidance on the implementation of the Act, the main provisions of which are summarised as follows:

Effective from 1 November 2019, bearer shares will be permitted only if:

  1. the company has issued equity securities listed on a stock exchange; or
  2. the bearer shares are structured as intermediated securities (i.e. held with a custodian in Switzerland or registered with the central securities depository)

Upon issuance of new authorised bearer shares, the Board of Directors of the company, shall file an application with the Commercial Register to enter one of the exemption criteria as per above and shall provide related supporting documentation, as applicable.

Bearer shares issued before the 1 November 2019

The Board of Directors of a company willing to maintain bearer shares, shall file an application with the Commercial Register to enter one of the exemption criteria mentioned above, and shall provide related supporting documentation, on or before 30 April 2021.

Unauthorised bearer shares will have to be converted into registered shares on or before 30 April 2021. On 1 May 2021, the Commercial Register will proceed to the automatic conversion of the deemed unauthorized bearer shares (in this case the company's public records will bear the label of the enforced conversion). 

Amendment of the statutes

There is no absolute deadline for the amendment of the provisions of the company’s statutes, relating to the share capital, to reflect the conversion of the bearer shares into registered. However, the Commercial Register will reject the registration of subsequent amendments of the statutes, where the share capital clause is not updated accordingly.

Shares held by non-registered shareholders

Shareholders who have not complied with their reporting duty and whose shares have been converted automatically, may apply to the court, for their names to be entered in the company's share register within five years of the act coming into force. Shares held by non-registered shareholders will become void on 1 November 2024.

Non-compliance

Fines up to CHF 10,000.- will be imposed on shareholders and partners who do not report the beneficial owners, and also on the board of directors that do not maintain the share register, the register of capital contributions or the list of beneficial owners of shares.

Foreign entities administered in Switzerland

Legal entities headquartered abroad with effective place of management in Switzerland, are obliged to keep a register of their legal owners (not beneficial owners) in Switzerland, at the effective place of administration. 

Final check-list

  • Share Register and List of Beneficial Owners on file ?
  • Bearer or Registered Shares already issued ?
  • Bearer shares: exemption applicable ? (shares listed on stock exchange / structured as intermediated securities)
  • Authorised bearer shares: file the relevant application with the Commercial Register and provide supporting documentation (deadline: 30 April 2021)
  • Unauthorised bearer shares: file the relevant application with the Commercial Register to convert the shares into registered (deadline: 30 April 2021) and update the company’s statutes (deadline: whenever the company intends to update its statutes for any other reason, no absolute deadline)

Require assistance?

If you require further information on this topic, or assistance in reviewing the corporate documentation and undertaking the requisite amendments and filings, please contact our team:

caroline.raphoz@fige.ch

simon.chappatte@fige.ch

tatiana.gaivas@fige.ch

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