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Old 26.07.2021, 08:23
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Bearer Shares - azioni al portatore

Can someone confirm to me that bearer shares do not have any registered transfer documents and that the person whom has possession of the certificates is deemed to be the holder of the bearer shares?

Does that mean that there is no register of shareholders and that the Commercial Register (zefix) will only show the issued share capital of bearer shares but not who the holders are?
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Old 26.07.2021, 08:27
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Re: Bearer Shares - azioni al portatore

Still looking for free advice instead of paying a professional to sort out the mess you are in?
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Old 26.07.2021, 08:41
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Re: Bearer Shares - azioni al portatore

Is this relevant to your company?

As a reminder, since 1 November 2019, unlisted companies or companies that do not take the form of intermediated securities are prohibited from issuing new bearer shares, as stated by The Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes.

Existing bearer shares must be converted into registered shares, at the shareholders' initiative, by 30 April 2021 at the latest.
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Old 26.07.2021, 09:06
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Re: Bearer Shares - azioni al portatore

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Is this relevant to your company?

As a reminder, since 1 November 2019, unlisted companies or companies that do not take the form of intermediated securities are prohibited from issuing new bearer shares, as stated by The Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes.

Existing bearer shares must be converted into registered shares, at the shareholders' initiative, by 30 April 2021 at the latest.
Yes it is very relevant.
My mother in 2013 claimed that she had sold her 25% holding to her husband making him the 50% shareholder and me the other 50% shareholder.
Then my mother boasted in a letter that she was able to sell the property of the company because she took possession of my shares without my knowledge.
Similarly she could have sold the building anyway because she was the "first director" but the fact that she wrote that is evidence that she was fraudulent in her action.
Now the legal papers sttate that she is 25% her husband is 25% and I am 50%.
My argument is that I have received monies and those are part payment of my shares. But a lot more complicated than that because those monies were paid by her from the company into my peersonal account.
However, I did write a letter by recorded delivery before she made the transaction stating that the proceeds from the sale of the building do not belong to the shareholders but to the company and that if she transfers monies into my account that they will be deemed payment towards the shares that she has clearly bought from me.
The lawyer is making out that those monies were a loan to the shareholders and part are repayable.
Very unlikely that a company would lend out 10 x the share capital to its shareholders.
The basis of issuing share capital is for the purpose of raising cash and liquidity for a company.
At the end of the day it is all about greedy lawyers trying to make a buck and hence the reason I do not generally use them, certainly not in Switzerland from my experience.
As explained, I am not on mega Swiss income and have already lost 300,000 chf on the sale of the property without another 300,000 chf on tax which is probably insignificant to people on here.

I generally learned more from posting on here than all those "advisors / lawyers" that seem often to be clueless and live in fantasy world in relation to their fees.
However, a couple of people on here groaned and the usual sheeple went along with them.
I do not expect people to be sympathetic to my situation but certainly didn't expect some of the nasty replies.
Clearly, I was too easy going because it was my mother.
Hey, that is life though.
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Last edited by Cashboy; 26.07.2021 at 09:23.
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Old 26.07.2021, 10:05
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Re: Bearer Shares - azioni al portatore

As said several times, get a lawyer!
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Old 26.07.2021, 10:18
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Re: Bearer Shares - azioni al portatore

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As said several times, get a lawyer!
Where do I find one that has a clue in Ticino - Mendriso area?
Anyone have any recommendations?

From what I understand they are all a cartel and they even rotate as judges from time to time.
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Old 26.07.2021, 10:21
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Re: Bearer Shares - azioni al portatore

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Where do I find one that has a clue in Ticino - Mendriso area?
Anyone have any recommendations?

From what I understand they are all a cartel and they even rotate as judges from time to time.
Are you saying you don't like the EXPERT advise you have been given to date?
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Old 26.07.2021, 10:42
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Re: Bearer Shares - azioni al portatore

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Now the legal papers sttate that she is 25% her husband is 25% and I am 50%.
....
....
....
The lawyer is making out that those monies were a loan to the shareholders and part are repayable.
The lawyer took this to court and got a judgement in 'their' favour though? So he's not making out, it seems to be a fact.

You're on the hook for 300k, and there's a trail of paperwork that supports this as well as a court judgement.

I'm not seeing your 'get out of jail free' card to be honest.
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Old 26.07.2021, 11:42
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Re: Bearer Shares - azioni al portatore

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From what I understand they are all a cartel and they even rotate as judges from time to time.
Which is common in many countries
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Old 26.07.2021, 12:17
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Re: Bearer Shares - azioni al portatore

I am hoping you get a good outcome but pulling my hair out because building alternative legal arguments from your desktop and raging against recognised experts seems like tilting at windmills and unlikely to work. Might you need to swallow pride and engage with the folks involved else costs are only going to increase?

Based on what you write (a)loan, interest on loan, taxes and penalties (for ignoring payment orders) are owed to the company and / or tax authorities (b) you need to get together with shareholders or as per the company’s articles to liquidate capital owed back to you ASAP

At the end of the day you know you took a risk hoping no one would come after you for the money and it did not work, chalk it down to experience
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Old 26.07.2021, 12:21
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Re: Bearer Shares - azioni al portatore

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At the end of the day you know you took a risk hoping no one would come after you for the money and it did not work, chalk it down to experience
To a layman like myself, this seems to sum it up.
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Old 26.07.2021, 13:03
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Re: Bearer Shares - azioni al portatore

The timeline (in 2013 Swiss bearer shares were being questioned but still accepted practice) seems less relevant than your own negligence (call it naďveté if you prefer) in participating in a family run shell company. Did you ever participate in a board meeting? If not who voted for you? Under what circumstances?
One assumes the initial arrangement covered taxation in a favourable manner for you, otherwise why would you have agreed?
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Old 26.07.2021, 13:04
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Re: Bearer Shares - azioni al portatore

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The lawyer took this to court and got a judgement in 'their' favour though? So he's not making out, it seems to be a fact.

You're on the hook for 300k, and there's a trail of paperwork that supports this as well as a court judgement.

I'm not seeing your 'get out of jail free' card to be honest.
Wrong.

There is no court judgment as I am defending the claim.
The lawyer/admin is saying that he needs 250,000 chf for withholding tax and costs to make a voluntary liquidation.
I am saying that the fact my mother has admitted taking my bearer shares and making out that they are hers in order for her to sell the building, that she owes me 750,000 chf for those shares (that was what her husband offered me for his 50% only 6 months before) and that the monies put in my account (540,000 chf) are part payment for those shares.
I have letters from her husband offering his 50% holding for 750,000 chf.
I have a letter from my mother boasting that she was able to sell the building without my permission by taking possession of my shares.
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Old 26.07.2021, 13:07
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Re: Bearer Shares - azioni al portatore

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I have a letter from my mother boasting that she was able to sell the building without my permission by taking possession of my shares.
How did your mother "take possession" of your physical shares?
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Old 26.07.2021, 13:23
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Re: Bearer Shares - azioni al portatore

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How did your mother "take possession" of your physical shares?
Took them out of my office and similarly went to the lawyer with them.
when I asked for them, she said they were with the lawyer dealing with the sale of the building.
Similarly as she was the "first director" and the memo and articles stated that the company could buy and sell property, they would not have been required butshe did not know that.
But the fact that she boasts in her writing in a letter to me that she was able to sell the building without my knowledge by possession of them is surely evidence of misconduct.

My problem is that once the building was sold and the proceeds put into the bank account she decided that she would transfer the monies in the bank account 50:25:25 into our personal accounts.
I had told her not to do this.
She also closed the company bank account afterwards.
I immediately resigned as director on the basis I had no reason to be a director as I had no shares.
Now this would be considered a "distribution" and should have had 35% witholding tax deducted and paid over.
The administrator is trying to say that the monies that were drawn from the company to the personal accounts were loans from the company and repayable back.
I had sent a letter by recorded delivery prior to the sale saying
1) building not to be sold under 1,600,000 chf ( had been valued by estate agent in 2011 at 2,250,000 chf).
2) the building should not be sold until the 200,000 chf charge is cleared up. She accused me of stealing the 200,000 chf and even got the bank manager to open my safe deposit box in the bank to see if I had put it in there. The charge related to previous owner similarly.
3) the sale proceeds are the property of the company and must not be drawn out. If she deposits any of these monies in my account, they will be treated as payments by her for my 50% bearer shares she has taken.
She did all three of those so as soon as I became aware I resigned as director of the company by recorded delivery to the registered office and also her home address and became non resident of Switzerland because I had only made myself resident in order to be a director of the company (I have Swiss Nationality) and therefore not having to pay a Swiss about 16,000 chf a year for a nominee director and administrator.

The lawyer that is doing the adminstration of the company is demanding 300,000 chf to cover the witholding tax and his fees from me and 150,000 chf from the other two for each of their 25% holding.
I am arguing that I was not a shareholder at the time the monies were transferred to my account and those mnies are treated as my mother paying towards the 750,000 chf for my bearer shares.

The lawyer has actually treated the monies she paid into our accounts as loan to shareholdres.
That does not stack up to me.
The purpose of a company issuing share capital is to have cash and liquidity to trade.
The share capital of the company is chf 100,000 and the loans equate to chf1,080,000.
Why would a company lend its shareholdres 10 times the share capital paid in?
The company would surely not lend money without a loan agreement and would surely want security also.

So my way out is to say
1) first director ( my mother) took my shares to sell the building and I am therefore not a shareholder.
2) She owes me the monies for the balance of those shares
3) The company still owes me the credit balance on my shareholders loan account of 54,000 chf
4) The company still owes me the chf 12,000 salary for the year ended 31 Dec 2016 that the AVI has been paid on etc.

The whole thing is a mess and created by my mother and her arrogance.
I cannot even tell her what an idiot she is because she is in a vegetable state with alzeimers.

And somebody in this forum said this is a "Fairy Tale"
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Last edited by Cashboy; 26.07.2021 at 14:05.
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Old 26.07.2021, 13:39
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Re: Bearer Shares - azioni al portatore

Good luck, because you will need it…..I doubt the tax office will see it that way.
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Old 26.07.2021, 13:44
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Re: Bearer Shares - azioni al portatore

Not a lawyer but if I can rock up with 100 % of the issued classic physical Swiss bearer shares, I don’t think the previous owners have much say anymore.
Not much use now but perhaps you shouldn’t leave bearer shares lying around the office. You are accusing your mother of various things - as others have suggested, get help and prove it.
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Old 26.07.2021, 14:30
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Re: Bearer Shares - azioni al portatore

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I am hoping you get a good outcome but pulling my hair out because building alternative legal arguments from your desktop and raging against recognised experts seems like tilting at windmills and unlikely to work. Might you need to swallow pride and engage with the folks involved else costs are only going to increase?

Based on what you write (a)loan, interest on loan, taxes and penalties (for ignoring payment orders) are owed to the company and / or tax authorities (b) you need to get together with shareholders or as per the company’s articles to liquidate capital owed back to you ASAP

At the end of the day you know you took a risk hoping no one would come after you for the money and it did not work, chalk it down to experience
I did not expect anyone to come after me because Ia owed nothing to anybody.
the company still owed me my shareholder's loan account of 54,000 chf and a salary of chf 12,000 and my mother owed me the balance of the sale (take) of my shares.
My sister got the impression from the lawyer that there was not much he could do.
I did not have any payment orders.
I treated the receipts of monies as part receipt of the sale of my shares to my mother.
I recorded the fact that I had no longer any shares on my personal Swiss tax return.
There is no capital gains on the disposal of shares similarly in Switzerland.
I actually still have the money in Thailand; 50% in gold Thai baht and 50% in cash in a Swiss Franc Account.
I have been sending statements requesting the balance of chf 210,000 with bank details to my mother every six months by recorded delivery.

The problem for the administrator/lawyer is the fact that the company is insolvent.
I would think that the shareholders would be liable for that.
Hence the administrator/lawyer is trying to tell me that I am a 50% holder of the shares that I am obviously and correctly denying on the basis of my mother's letter.
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Last edited by Cashboy; 26.07.2021 at 14:56.
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Old 26.07.2021, 14:45
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Re: Bearer Shares - azioni al portatore

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I have been sending statements requesting the balance of chf 210,000 to my mother every six months by recorded delivery.
In your previous thread on the matter
"Unfortunately my mother, despite the cause of the situation has alzeimers and is like a vegetable with 24/7 care living with her."

You also said you wanted the company put into voluntary liquidation (at the time before the dispersal of the money), and now in this thread you say "The lawyer/admin is saying that he needs 250,000 chf for withholding tax and costs to make a voluntary liquidation."

You also say that you are owed chf750,000 for your share of the company/shares, less 540k already received, even though it seems there is no contract offered nor accepted by you.

It seems you're on the hook, and thrashing around wildly to get out of paying any tax, which is fair enough.
But as the others have said, you're going to have to speculate to accumulate with some proper legal advice.
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Old 26.07.2021, 15:11
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Re: Bearer Shares - azioni al portatore

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In your previous thread on the matter

You also say that you are owed chf750,000 for your share of the company/shares, less 540k already received, even though it seems there is no contract offered nor accepted by you.

It seems you're on the hook, and thrashing around wildly to get out of paying any tax, which is fair enough.
But as the others have said, you're going to have to speculate to accumulate with some proper legal advice.
I am currently putting everything together for my defence of the claim.
Hence I was asking questions here to get a feeling of my chances and direction to go.
I shall then present it to the court and see what they say.
After the outcome, I shall try and find a competent lawyer.

Is there a contract (offer ,acceptance consideration) is what I am working on now.
She took my shares (theft ?)
Value of those shares were stated by her husband as chf 750,000 because that is the price he offered me his at 6 months before.
I wrote to her stating that if she put any monies into my bank account from the company, that would be deemed as payment towards the shares she has purchased from me.
She subsequently went ahead, sold the building, put 50% of the monies that were left in the company bank account into my bank.
Is that a contract (offer, acceptance and consideration)?

The whole fiasco arose because she moved the funds from the company bank account despite me telling her that she cannot.
She has told my sister that she was doing it because the property lawyer had told her she could.
We both do not believe that as she is also an accountant.
Saying that she told me that the property lawyer was transfering my share directly to my account.
I told her that the property lawyer would have to deposit themonies into the company account.
She had a big tendancy to lie and deny things when she did contrary to what I said and hence since 2009, everything was put in writing by me and sent by recorded or certificate of post.

I always told her that I wish I had been an orphan.
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