Abolition of bearer shares with the new share law

As of 1 November 2020, it is no longer possible to issue bearer shares for new formations. From 30 April 2021, bearer shares are no longer permitted. Until then, companies with bearer shares have the option of voluntary conversion into registered shares.

Since 1 November 2020, bearer shares are generally not permitted. However, there are still two exceptions that allow for the subscription of bearer shares. This is the case if a company lists its shares on a stock exchange or if it structures its equity securities as intermediated securities. In the case of the second exception, the equity securities must be deposited with a Swiss depositary or entered in the main register. The remaining companies that do not meet any of the exceptions can still voluntarily convert their bearer shares into registered shares until 30 April 2021. For the owners of the converted registered shares, there is an obligation to register with the company before 1 May 2021 (FATF reporting obligation).

As of 1 May 2021, a company can no longer voluntarily convert bearer shares into registered shares. Instead, bearer shares will be converted into registered shares by law as of that date. The company will then be obliged to amend its articles of association at the earliest opportunity and to keep a share register in which all owners of the converted registered shares who have complied with their notification obligation will be entered.

After 1 May 2021, an owner of a converted bearer share can no longer make his notification directly to the company. He must first obtain the company’s consent and then make his notification to the competent court by 31 October 2024. In doing so, the shareholder must prove his shareholder status in his application, whereby a share certificate alone is not sufficient. Rather, a subscription certificate or an assignment agreement must be presented.

As of 1 November 2024, bearer shares of bearer shareholders who have not fulfilled their FATF notification obligation by 31 October 2024 will become void by operation of law. The void shares will be replaced by the company’s own shares, and the company will then be free to dispose of them. The former bearer shareholder then has the possibility to claim compensation for the cancellation of his shares until 31 October 2034. 

It is therefore highly recommended to voluntarily convert any remaining bearer shares into registered shares before 30 April 2021. We will be happy to assist you with this conversion and are available to answer any questions you may have at any time. 
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