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Old 11.07.2021, 13:47
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Transfering Shares of a Swiss Company

What is the procedure of transfering shares and registering the change in Switzerland?
Is there any stamp duty to be paid?
Where is the ownership of shareholders and shares kept?
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  #2  
Old 11.07.2021, 14:57
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Re: Transfering Shares of a Swiss Company

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What is the procedure of transfering shares and registering the change in Switzerland?
Is there any stamp duty to be paid?
Where is the ownership of shareholders and shares kept?
The company should keep a register of shareholders unless the shares are bearer shares.
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Old 11.07.2021, 16:41
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Re: Transfering Shares of a Swiss Company

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What is the procedure of transfering shares and registering the change in Switzerland?
Is there any stamp duty to be paid?
Where is the ownership of shareholders and shares kept?
What kind of shares? Swiss registered shares? Held with a Swiss bank?
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Old 11.07.2021, 16:45
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The company should keep a register of shareholders unless the shares are bearer shares.
What happens with bearer shares?
I would assume that there is no register?

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What kind of shares? Swiss registered shares? Held with a Swiss bank?
An SA that is used to have a block of apartments and manage the tenants.

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The company should keep a register of shareholders unless the shares are bearer shares.
So they are not registered at an official office?
Just the names and addressess and number of shares are kept in a book at registered office?

Last edited by 3Wishes; 11.07.2021 at 23:43. Reason: merging consecutive replies
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Old 11.07.2021, 16:57
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Re: Transfering Shares of a Swiss Company

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An SA that is used to have a block of apartments and manage the tenants.
"SA" = Swiss limited company with bearer shares?
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Old 11.07.2021, 17:02
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Re: Transfering Shares of a Swiss Company

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What happens with bearer shares?
I would assume that there is no register?
The company has no idea who the current shareholders are.
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So they are not registered at an official office?
Just the names and addressess and number of shares are kept in a book at registered office?
That would imply the shares are not bearer shares if a record of shareholders exists.
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Old 12.07.2021, 21:34
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Re: Transfering Shares of a Swiss Company

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An SA that is used to have a block of apartments and manage the tenants.
That probably means the shares are of the registered kind, due to real estate ownership regulations. Registered shares, while fungible, are individually identifiable by their unique number. In such a case the company maintains a registry of who owns which share(s), and that determines who gets to vote for each share.

Only the owner registered by the company gets to vote (additional restrictions may apply, e.g. a maximum number of shares per owner), if there's no registered owner for share XYZ nobody can use its voting power. The company must be informed of a change of ownership in order to adjust the registry, which in turn confers the new owner the right to vote. Usually, registration must have been completed before a certain cutoff date for the new owner to be able to vote on a given issue.
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Old 13.07.2021, 00:08
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Re: Transfering Shares of a Swiss Company

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"SA" = Swiss limited company with bearer shares?
Are you saying that an SA cannot have bearer shares?

I ask you that because in a letter that my mother wrote to me she seemed proud that she had managed to sell the building of the company without my permission and wrote in a letter to me in her hand writing:

"The shares are Alportatore which in Swiss law means that the holders of the shares can sell even without your knowledge".
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Old 13.07.2021, 00:20
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Re: Transfering Shares of a Swiss Company

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That probably means the shares are of the registered kind, due to real estate ownership regulations. Registered shares, while fungible, are individually identifiable by their unique number. In such a case the company maintains a registry of who owns which share(s), and that determines who gets to vote for each share.
I gather that the 1st director of the company would be responsible for maintaining the register?

I ask you that because in a letter that my mother wrote to me she seemed proud that she had managed to sell the building of the company without my permission and wrote in a letter to me in her hand writing:

"The shares are Alportatore which in Swiss law means that the holders of the shares can sell even without your knowledge".
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Old 13.07.2021, 09:35
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Re: Transfering Shares of a Swiss Company

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I gather that the 1st director of the company would be responsible for maintaining the register?

I ask you that because in a letter that my mother wrote to me she seemed proud that she had managed to sell the building of the company without my permission and wrote in a letter to me in her hand writing:

"The shares are Alportatore which in Swiss law means that the holders of the shares can sell even without your knowledge".
I suspect there is no such thing as a 1st director & all directors are jointly & severally responsible to make sure the company keeps adequate records as required by law.

If the shares are bearer, then without you providing proof you were a shareholder, you are not entitled to any dividend or payout in a liquidation.
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Old 13.07.2021, 18:09
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Re: Transfering Shares of a Swiss Company

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If the shares are bearer, ...
That's what I understand "al portatore" to mean, too. OP, there's no registry in such a case.

What that means WRT selling a house owned by that company may (also) depend on its bylaws, as well as the powers that have been given to the executive employees. Just having acquired the majority may not be enough (though it may be).

OP you need professional help. For starters a Treuhänder may be enough until you fully understand the situation and your options, if any, a Treuhänder will probably cost significantly less than a lawyer. And of course filing an appeal or whatever will probably have to be done within a certain number of days.
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Old 13.07.2021, 18:10
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Re: Transfering Shares of a Swiss Company

I thought by April bearer shares were abolished automatically and holders should have announced theirs to the company or something like that, did you do that or do you have any documentation in that sense? You should probably find a fiduciario and try to clear up the situation and see what are the options.
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