Switzerland: Abolition of bearer shares on April 30th 202125 March 2021
Due to a change in company law, bearer shares will be abolished on April 30, 2021. Subject to exceptions, only registered shares are now permitted.
If companies still have bearer shares on May 1, 2021, the commercial register office will carry out a compulsory conversion and make this public by means of a notice in the commercial register. After that, the company still has to adapt its statutes and implement the conversion itself. There are therefore avoidable additional costs.
The previous bearer shareholders will be entered as registered shareholders in the new share register after the conversion. The property and membership rights of the shareholders will remain the same after the conversion. The bearer share certificates must be withdrawn and destroyed.
Swiss bearer shares have been a thorn in the side of the OECD for some time because of their anonymity and easy transferability as a possible means of tax evasion and money laundering. Non-legally compliant share books or registers of beneficial owners will be sanctioned in the future. In order to avoid criminal consequences or nullity for owners of bearer shares, we therefore recommend that you take action and revise your articles of association by April 30, 2021. We are happy to help you with this and, as public notaries, are able to carry out the necessary public notarization ourselves.
For further information, please contact:
Marcel Aebischer, Partner
Küng Lawyers, Gossau
t: +41 71 380 0750