AS 2019 3161; BBl 2019 279
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
A. General provisions
Art. 1
1 Articles 1–4 of the Final Title of the Civil Code apply to this Code unless the following provisions provide otherwise.2 The provisions of the Amendment of 21 June 2019 apply on its commencement to existing companies.
SR 210
B. Reporting exceptions to the commercial register
Art. 2
Companies limited by shares and partnerships limited by shares with bearer shares that have equity securities listed on a stock exchange or whose bearer shares are organised as intermediated securities must request registration in accordance with Article 622 paragraph 2bis by the commercial register office within 18 months of Article 622 paragraph 1bis coming into force.
C. Companies without listed equity securities with
1. Scope of application
Art. 3
Articles 4–8 apply to companies that have no equity securities listed on a stock exchange and whose bearer shares are not organised as intermediated securities, and to companies that have not requested registration in accordance with Article 622 paragraph 2bis.
2. Conversion of bearer shares into registered sha
Art. 4
1 If, 18 months after Article 622 paragraph 1bis comes into force, a company limited by shares or partnership limited by shares still has bearer shares that are not registered in accordance with Article 622 paragraph 2bis, these shares shall by law be converted into registered shares. The conversion takes effect in relation to any person, irrespective of any provisions of the articles of association or commercial register entries that provide otherwise, and irrespective of whether share certificates have been issued or not.2 The Commercial Register Office shall record the amendments resulting from paragraph 1 ex officio. It shall also enter a note to the effect that the documents contain information that is inconsistent with the entry.3 The converted shares retain their nominal value, are paid up to the same extent and carry the same voting and property rights. Their transferability is not restricted.
3. Amendment to the articles of association and en
Art. 5
1 Companies limited by shares and partnerships limited by shares, whose shares have been converted must amend their articles of association when the next opportunity arises to do so.2 The commercial register office shall reject any application to register any other amendment to the articles of association in the commercial register for as long as this amendment has not been made.3 A company that has listed equity securities or that has organised its converted shares as intermediated securities need not amend its articles of association provided:a. the general meeting decides to convert the converted shares into bearer shares without changing their number, the nominal value or the class of shares; andb. the company requests registration in accordance with Article 622 paragraph 2bis.4 If the company has amended the articles of association in accordance with paragraph 1 to take account of the conversion or if an amendment is not required in accordance with paragraph 3, the commercial regi
4. Updating of the share register and suspension o
Art. 6
1 Following converting bearer shares into registered shares, the company shall enter details of the shareholders that have fulfilled the obligation to give notice in Article 697i of the previous law in the share register.2 The membership rights of shareholders who have not complied with the obligation to give notice are suspended and their property rights lapse. The board of directors shall ensure that no shareholders exercise their rights while in breach of this provision.3 An entry shall be made in the share register to the effect that these shareholders have failed to comply with their obligation to give notice and that the rights conferred by the shares may not be exercised.
5. Retrospective notice
Art. 7
1 Shareholders who have failed to comply with their obligation to give notice in accordance with Article 697i of the previous law and whose bearer shares have been converted into registered shares in accordance with Article 4 may with the prior consent of the company apply to the court within five years of Article 622 paragraph 1bis coming into force to be entered in the share register. The court shall grant the application if the shareholder proves his or her shareholder status.2 The court decides under the summary procedure. The shareholder bears the court costs.3 If the court grants the application, the company makes the entry. The shareholders may claim the property rights that arise from this date.
6. Permanent loss of shareholder status
Art. 8
1 Shares belonging to shareholders who have not requested the court to approve their entry in the company’s share register in accordance with Article 7 within five years of Article 622 paragraph 1bis coming into force become null and void by law. The shareholders lose the rights conferred by the shares. The shares that are null and void are replaced by the company’s own shares.2 Shareholders whose shares have become null and void through no fault of their own and who can prove that they were shareholders on the date that the shares became null and void, may within ten years of this date claim compensation from the company. The compensation corresponds to the true value of the shares at the time of their conversion in accordance with Article 4. If the true value of the shares on pursuing the claim is lower than that at the time of their conversion, the company need only pay the lower value. Compensation is excluded if the company does not have the required freely disposable shareholders