About Konsento

This article explains what intermediated securities are in legal terms and distinguishes them from uncertificated and ledger-based securities. It shows that intermediated securities are not a distinct class of shares, but a special form in which existing corporate rights are held in custody and transferred. The article sets out the legal bases in the Code of Obligations, the Federal Intermediated Securities Act and the Financial Market Infrastructure Act, as well as how intermediated securities arise under Art. 6 and 7 FISA. It also explains why the share register under Art. 686 CO remains central for registered shares, regardless of the custody form chosen.

Participation certificates are an instrument of Swiss company law that allows companies to raise equity without diluting the voting rights of existing shareholders (Art. 656a ff. CO). This article places the instrument in historical context and explains its legal fundamentals. It focuses on three applications common in practice: employee participation, investor and growth financing, and the restructuring of over-indebted companies. The article also outlines the formal requirements and limits to consider when introducing participation capital.

A dividend is the distribution of profit or freely distributable reserves to shareholders. This article explains the most important types of dividend in Swiss corporations and shows how cash dividends, non-cash dividends, ordinary, extraordinary, interim, and advance dividends differ from one another. It sets out the applicable legal framework under Swiss company law and explains the practical implications for boards of directors and Swiss SMEs.

Dividend distribution begins with the annual financial statements and the board of directors’ proposal to the general meeting. This article explains the role of freely distributable funds, the statutory auditor and the general meeting resolution. It then shows how dividends are calculated and how withholding tax is handled. Finally, it outlines how Konsento supports the creation of dividend confirmations.

Many stock corporations hold their general meetings virtually and dematerialise their shares without their articles of association reflecting this approach. This article shows which formulations on convocation, communications, proxies, the virtual general meeting and the form of shares typically stand in the way of digitalisation. It draws on the relevant provisions of the revised Swiss company law (Art. 626, 689, 700, 701a et seq., 973c, 973d CO) and on the case law of the Swiss Federal Supreme Court regarding the right to physical share certificates. It closes with a practical overview of what distinguishes digitalisation-ready articles of association today.

Swiss corporate law offers a wide range of formats for general meetings – from traditional in-person meetings to fully digital and written resolutions. But which format is legally permissible? What role do the articles of association play? And what requirements must be met in practice? This article provides a structured overview and practical guidance for companies.