Will bearer shares be abolished for Swiss stock corporations?

Yes, at its meeting on 27 September 2019 the Federal Council decided to enact the Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes on 1 November 2019.

In accordance with the aforementioned law, bearer shares will be generally abolished (exceptions excluded). Bearer shares are only permitted if the stock corporation has listed equity securities on a stock exchange or has structured the bearer shares as intermediated securities. Companies that meet these requirements must file a corresponding note in the relevant commercial register at the company's registered office within 18 months of the entry into force of the law, i.e. by 30 April 2021. On 1 May 2021, inadmissible bearer shares will be converted by law into registered shares. The Commercial Register Office must enter the corresponding change in the Commercial Register officially.

Stock corporations whose shares have been converted by operation of law must adapt the Articles of Association to the conversion at the next amendment to the Articles of Association.

The Commercial Register Office rejects any application to register another amendment to the Articles of Association as long as this amendment has not been made.

The law also provides for a procedure to identify shareholders who have not complied with their obligation to notify the company and whose shares have been converted. Shares held by non-registered shareholders will become null and void five years after the entry into force of the law, i.e. on 1 November 2024.

The law also provides for a fine for shareholders or companies that fail to notify the beneficial owners or to keep the share register and the list of beneficial owners. In addition, the law requires legal entities with their head office abroad and actual administration in Switzerland to keep a register of their owners at the place of actual administration.

Our specialized attorneys will be pleased to help you with the necessary amendments to the Articles of Association and with any clarifications.

Please do not hesitate to contact us without any obligation.