{"id":19068,"date":"2025-01-21T11:58:58","date_gmt":"2025-01-21T10:58:58","guid":{"rendered":"https:\/\/konsento.ch\/?p=19068"},"modified":"2025-02-12T09:43:38","modified_gmt":"2025-02-12T08:43:38","slug":"abtretungserklaerung-wer-muss-das-original-und-wer-die-kopie-aufbewahren","status":"publish","type":"post","link":"https:\/\/oldweb.konsento.ch\/en\/2025\/01\/21\/abtretungserklaerung-wer-muss-das-original-und-wer-die-kopie-aufbewahren\/","title":{"rendered":"Declaration of assignment: Who must keep the original and who must keep the copy?"},"content":{"rendered":"

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

The legally valid transfer of shares in Switzerland requires a correctly drawn up declaration of assignment or cession. But which party is responsible for keeping the original document and who should have copies? This question is crucial to ensure both ownership rights and the proper maintenance of the share register. In this article, we explain the requirements for retaining a declaration of assignment in Switzerland and provide practical tips on how you can organize the documentation efficiently and with legal certainty.
<\/p>\n\n\n\n

Table of contents<\/strong><\/h4>\n\n\n\n
    \n
  1. Why is it important to keep a declaration of assignment?<\/li>\n\n\n\n
  2. Who must keep the original?<\/li>\n\n\n\n
  3. Who should keep copies of the declaration of assignment?<\/li>\n\n\n\n
  4. Consequences of the loss of a declaration of assignment<\/li>\n\n\n\n
  5. Efficient solutions with consensus<\/li>\n<\/ol>\n\n\n\n

    Why is it important to keep a declaration of assignment?<\/strong><\/h4>\n\n\n\n

    The declaration of assignment is proof of the legally valid transfer of ownership of shares. Without this document, neither the public limited company nor the purchaser can ensure that the transfer of ownership is legally effective. Proper storage also serves to avoid disputes and secure shareholder rights such as voting rights or dividend entitlements.<\/p>\n\n\n\n

    Who should keep the original?<\/strong><\/h4>\n\n\n\n

    The original of the declaration of assignment should be kept by the buyer (assignee), as this document is essential to prove ownership of the shares in the event of a dispute or transaction. Only with the original can he fully exercise his rights as a shareholder.<\/p>\n\n\n\n

    Who should keep copies of the declaration of assignment?<\/strong><\/h4>\n\n\n\n
    The seller (assignor)<\/strong><\/h5>\n\n\n\n

    A copy of the declaration of assignment serves as proof of the completed sale for the seller. This is particularly relevant for tax purposes and for declaring contractual obligations. In addition, companies have a ten-year retention obligation for documents relating to transactions relevant for accounting purposes.<\/p>\n\n\n\n

    The stock corporation<\/strong><\/h5>\n\n\n\n

    The company limited by shares must also retain a copy of the declaration of assignment: Swiss company law expressly requires that the supporting documents on which an entry is based must be kept for ten years after the owner or usufructuary has been removed from the share register. Incorrect documentation can have far-reaching legal and financial consequences.<\/p>\n\n\n\n

    \"\"<\/figure>\n\n\n\n

    Consequences of the loss of a declaration of assignment<\/strong><\/h4>\n\n\n\n

    If the declaration of assignment is lost, the transfer of ownership may be considered invalid. This can lead to the following:<\/p>\n\n\n\n