{"id":19060,"date":"2025-01-17T11:44:51","date_gmt":"2025-01-17T10:44:51","guid":{"rendered":"https:\/\/konsento.ch\/?p=19060"},"modified":"2025-01-21T12:02:01","modified_gmt":"2025-01-21T11:02:01","slug":"rechtskonforme-aktienuebertragung-in-der-schweiz-was-du-wissen-musst","status":"publish","type":"post","link":"https:\/\/oldweb.konsento.ch\/en\/2025\/01\/17\/rechtskonforme-aktienuebertragung-in-der-schweiz-was-du-wissen-musst\/","title":{"rendered":"Legally compliant share transfer in Switzerland: what you need to know"},"content":{"rendered":"

Introduction<\/strong><\/h4>\n\n\n\n

In the life cycle of most Swiss stock corporations, there are occasional changes in the composition of ownership. The legally compliant transfer of shares and ownership thereof is a central component of the purchase and sale of unlisted securities. However, this process is subject to certain legal requirements in order to make the transfer of ownership clear, legally effective and secure. In this blog, we explain why a declaration of assignment (cession) is essential, what the requirements are and how you can avoid mistakes when transferring shares.
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Table of contents<\/strong><\/h4>\n\n\n\n
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  1. Legal basis for the transfer of shares<\/li>\n\n\n\n
  2. The importance of assignment in the transfer<\/li>\n\n\n\n
  3. Formal requirements for a valid declaration of assignment<\/li>\n\n\n\n
  4. Risks in the absence of documentation<\/li>\n\n\n\n
  5. Konsento: Electronic share register for legally compliant transactions<\/li>\n\n\n\n
  6. Conclusion<\/li>\n<\/ol>\n\n\n\n

    Legal basis for the transfer of shares<\/strong><\/h4>\n\n\n\n

    The transfer of shares issued as uncertificated securities takes place in two stages under Swiss law:<\/p>\n\n\n\n

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    1. Commitment transaction<\/strong>This is the purchase agreement or another agreement that forms the basis for the transfer. The binding transaction does not require a specific form, i.e. it can also be made verbally, although a share purchase agreement is usually concluded. <\/li>\n\n\n\n
    2. Disposal transaction<\/strong>This is implemented by means of a written declaration of assignment (also known as an assignment), which legally transfers ownership of the shares. Strict and indispensable formal requirements therefore apply, which we present in more detail below.<\/li>\n<\/ol>\n\n\n\n

      The importance of assignment in the transfer<\/strong><\/h4>\n\n\n\n

      Assignment is at the heart of the transfer of ownership of shares. It ensures that the claim - in this case the rights to the shares - is transferred in a legally correct manner. Without a valid assignment, the transfer of ownership remains incomplete, which can lead to legal uncertainties and potential conflicts.<\/p>\n\n\n\n

      Formal requirements for a valid declaration of assignment<\/strong><\/h4>\n\n\n\n

      The following criteria must be met for a declaration of assignment to be legally effective:<\/p>\n\n\n\n