New Code of Obligation Provisions as of 1 July 2015: Action required for Joint Stock Companies and Limited Liability Companies

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Once upon a time the question whether the shares of a company should be bearer shares or registered shares was an important decision to be made at the time of incorporating a company. Bearer shares were mostly chosen in those cases in which either there was an essential interest in keeping the identity of the shareholders undisclosed and confidential, or there was a clear preference for the transferability of the shares being kept as easy as possible. These goals were legitimate and during long years bearer shares were seen as a fully respectable option.

And then the wave of transparency came. The fear of opaque structures aimed to hide less respectable interests has since then overtaken a part of our legal environment, and in certain circles bearer shares have become a difficult instrument to operate with. In some jurisdictions they are regarded as suspicious instruments, and other jurisdictions have even opted to abolish them.

Swiss corporate law has not abolished them. It still grants the choice between both types of shares, but the global wave of regulation has now also shown its impact. Even though bearer shares continue to be an option for Swiss companies, a new piece of legislation will come into force on 1 July 2015 with the aim of establishing some boundaries to the anonymity that bearer shares provide to shareholders or quotaholders.

Philipp Aichele and Nicole Froelicher have prepared for you a summary on the main features of the new legislation. Some 50,000 Swiss companies are affected by this new rules and need to react. Whether you are a shareholder, a director or an adviser to any affected Swiss entity, it might well be worth while taking a look at it and deciding whether you need to take action.

Read more here.

Published by

Gema Olivar Pascual

Gema Olivar Pascual

Gema Olivar Pascual
PwC
Birchstrasse 160
Postfach, 8050 Zurich
+41 58 792 43 77

Gema Olivar Pascual is the Partner leading the Legal Practice of PwC Switzerland. She holds a Law Degree from the University of Barcelona and post-graduate degrees from the universities of Saarbrücken and London. She is a regulated attorney-at-law.

Gema Olivar Pascual has practiced law in several European jurisdictions during the last twenty years and specialises in international contract law, restructuring of business models, post-deal alignment and intellectual property law.