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New Transparency Rules in Switzerland – Abolition of Bearer Shares

posted 3 years ago

In November 2019 the new transparency rules for Swiss bearer shares came into force as the Swiss Federal Assembly adopted the Federal Act, implementing the recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes.

What does this mean?

  • With the exception of publicly limited companies and bearer shares issued in the form of intermediated securities, bearer shares willno longer be in effect. However, the shareholder(s) would still remain anonymous on the online commercial registry entry, meaning the Swiss AG retains its advantage of anonymity of ownership.
  • Existing bearer shares which do not fall under this category would have to be converted into registered and name shares according to this new law
  • Bearer shares which still haven’t been converted 18 months after entry into force of the Global Forum Act would have to be converted automatically into registered shares.
  • Criminal sanctions could arise for those violating the obligation to disclose beneficial ownership in the future
  • After 1st January 2020, members of the board of directors or managing directors who deliberately fail to comply with this law or neglect to keep the share register or the register of beneficial owners up to date could be fined up to CHF 10’000.

This means: any non-listed public limited companies (AG) in Switzerland must convert existing bearer shares into registered shares by no later than April 30, 2021. In order to complete the conversion in time, the company must act now. The change needs to be registered at the commercial registry and it will require adjusting the company’s statutes and corporate documents by means of a notary meeting. 

If shareholders and signatories of the company are unable or not comfortable travelling to Switzerland to represent the shares, the change can be carried out by Power of Attorney. 

If you would like F Trust’s assistance in handling this obligatory change of shares from bearer to registered or have any questions in general about Swiss company administration, please do not hesitate to get in touch at [email protected].

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