SWITZERLAND Law and Practice Contributed by: Mariel Hoch, Dominic Leu and Fabienne Perlini-Frehner, Bär & Karrer
3.2 Share Transfers The transfer of shares in a corporation depends on whether the shares have been issued as certificated or uncertificated shares. In both cases, an obligation to transfer ownership in the shares (typically a share pur- chase agreement) is required. If the shares are issued as uncertificated shares, they are transferred by a writ- ten assignment declaration. If the shares are issued as certificated shares, they are transferred by physical delivery to the acquirer of the share certificate that is duly endorsed by the transferor. Certificated shares can also be transferred by physical delivery and writ- ten assignment declaration (instead of endorsement). The articles of association of a non-listed company can provide for transfer restrictions. In this case, the transfer of ownership requires the approval of the board of directors of the company with regard to the envisaged transfer. Usually, the articles of association contain specific reasons why a transfer is not allowed. If there is such a reason to refuse the transfer, the board of directors can decide not to approve it. The transfer will then not take place. If there is no specific reason to refuse the transfer, the company can still prevent it by purchasing the shares itself at the fair market value. A listed company may refuse to accept the acquirer as a shareholder only if either of the following applies: • Where the articles of association envisage a per- centage limit on the registered shares for which an acquirer must be recognised as shareholder, and such limit is exceeded. • Where, at the company’s request, the acquirer fails to expressly declare that: (a) they have acquired the shares in their own name and for their own account; (b) there is no agreement to take back or return the shares concerned; and (c) they bear the economic risk associated with the shares. 3.3 Security Over Shares Shareholders are entitled to grant security interests over their shares – eg, in the form of a pledge. The articles of association of a company may contain pro- visions that limit or hinder the granting of such security
interests. SHAs often restrict the ability to grant secu- rity interests over shares. In the LLC, the articles can prohibit the granting of security interests over the quota shares, or state that such granting requires the consent of the board of the LLC or of the quotaholders’ meeting. 3.4 Disclosure of Interests In principle, shareholders are not required to disclose their interests in privately held Swiss corporations. Nevertheless, there are exceptions in certain regulated industries (such as banking), where regulatory authori- ties must be notified if a certain qualified participation is reached. The ultimate beneficial owner must be reported to the company if a shareholder owns 25% or more of the share capital or voting rights. In listed companies, disclosure is required if a share- holder acquires or disposes of shares resulting in a participation that reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 33.33%, 50% or 66.66% of the voting rights of that company. If shareholders are acting in concert, their voting rights are aggregated for the purpose of complying with disclosure require- ments relating to the aforementioned participations. In 2024, the Swiss Federal Council presented a reform of the applicable law that, among other changes, would increase the lowest disclosure obligation threshold to 5% of the voting rights. Also, minor cases should no longer be prosecuted. The law reform is still in its early stages, and an implementation before 2027 is rather unlikely. Quotaholders of LLCs are registered in the commer- cial register – ie, their participation is public. 4. Cancellation and Buybacks of Shares 4.1 Cancellation Shares can be cancelled after issue through a capital reduction, which has to be resolved on by the share- holders’ meeting. The share capital can, alternative-
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