Latest Blog Posts
What Are Intermediated Securities? Legal Nature, Uncertificated Securities and the Share Register Explained
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.
Dividends in Swiss Corporations: Types of Distribution and Legal Requirements
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 in a Swiss Corporation: How Dividend Payments Are Carried Out
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.
Digitalisation-Ready Articles of Association: Which Provisions Slow Down Digital Corporate Governance
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.
Subsequent Contribution: How the Subsequent Contribution on Partially Paid-In Shares Works
A subsequent contribution on partially paid-in shares strengthens a company’s capital structure, mitigates legal risks and enhances financing capacity. This article outlines when a subsequent contribution is advisable, the legal steps involved and why completing the contribution is crucial for governance and investor readiness.
Digital Share Transfers: How Timestamps Become a Risk for Ownership Transfer – and How to Defuse It
Digital assignments fundamentally change the moment ownership transfers. The QES timestamp records the legally decisive signature moment, making it immutable. Late or incorrectly sequenced signatures can lead to mismatches between legal and economic ownership, incorrect voting rights, or dividend issues. This blog outlines the legal framework, key risks, and how to structure digital assignments so that ownership and share register entries stay aligned.
How Big Is the Valuation Discount for Poor Corporate Governance?
Poor corporate governance can cost startups and scaleups up to 30% of their valuation – a price many founders underestimate. This article highlights, through studies and real cases, how lack of structure, transparency, and clear decision-making leads to major valuation discounts. It also shows how strong governance builds investor trust, improves fundraising opportunities, and drives value – and how Konsento helps companies implement these structures efficiently and digitally.
e-ID and QES: How Digital Identity and Signature Revolutionise Corporate Actions
In the second part of our blog series, we show how combining e-ID and Qualified Electronic Signature (QES) drives the digital transformation of Corporate Actions. Together, they form the foundation for fully digital and legally binding processes – from virtual general meetings to commercial register filings. Konsento integrates these technologies to enable faster, more secure, and seamless electronic signing.
Swiss e-ID: The Digital Identity Key to Efficient Corporate Actions
The new Swiss e-ID marks a major step in the digitalisation of corporate legal processes. It enables secure, state-verified identification and builds trust in Corporate Actions such as general meetings, capital increases, and notarizations. In this first part of the series, we show how Konsento integrates the e-ID to streamline identity verification, enhance legal certainty, and pave the way for fully digital corporate governance.
Capital increase by debt conversion: a restructuring tool for overindebted Swiss companies
When a Swiss AG faces overindebtedness, a capital increase by debt conversion can restore financial stability. Discover the legal framework, pros and cons, and how Konsento enables a fully digital process.
Legal Due Diligence for Companies in Switzerland: How to Prepare Effectively
In Switzerland, every funding round requires a Legal Due Diligence – for both startups and established SMEs. Investors and Business Angels review the share register, articles of association, contracts, and participation plans before committing capital. For entrepreneurs, board members, and CFOs, careful preparation is crucial to demonstrate reliability and “investability.” Konsento provides a digital solution to centralize documents, identify gaps, and present an Investment Readiness Report to investors.
What does a Corporate Secretary actually do?
The Board Secretary — often referred to as Corporate Secretary in international contexts — is much more than just the legal secretary. As a link between the Board of Directors and Management, he has central responsibility for the organization, implementation and follow-up of Board meetings and general meetings. The article shows which tasks and competencies belong to the corporate secretary, which legal principles are decisive and how digital solutions such as Konsento can relieve the corporate secretary in his demanding role.
What does the company management need to consider before and during equity crowdfunding?
Equity crowdfunding offers companies new opportunities for financing and community building, but it also entails extensive formal requirements before, during and after the campaign. This article outlines the key legal and organisational steps – from capital increases to subscription forms, notarisation and shareholder management – and explains how Konsento supports companies in making the entire process efficient, compliant and seamless.
The importance of corporate governance for companies in equity crowdfunding
Equity crowdfunding enables companies to raise capital while turning customers into engaged co-owners. To manage this growing community, strong corporate governance is essential: transparent reporting, clear shareholder rights, independent oversight and consistent processes – including specific rules for participation certificate holders. The article outlines these obligations and highlights how Konsento enables companies to handle governance efficiently and compliantly, even with hundreds or thousands of investors.
Corporate restructuring without fixed interest payments and dilution of voting rights
Participation capital with preferential rights offers Swiss joint-stock companies an attractive financing form between equity and debt. It strengthens the company’s equity base without diluting voting rights and allows flexible investor compensation through preferred or cumulative dividends. Companies maintain independence while investors are fairly rewarded for their risk. With Konsento, capital increases involving shares and participation capital can be fully planned, notarized, and registered online – efficiently, securely, and with minimal administrative effort.
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FAQ
Frequently asked questions
Who within the company is responsible for determining beneficial ownership and carrying out the verification with the required due care?
The most senior member of the governing body. That person may delegate the task but remains responsible for the proper filing of the report (Art. 12 LETA).
What happens if a shareholder does not cooperate in determining the beneficial ownership?
The company documents the steps it has taken (Art. 8 para. 2 LETA) and states in the report that the verification was unsuccessful (Art. 9 para. 3 LETA, Art. 21 LETO). An intentional breach of the cooperation and reporting obligations may result in a fine of up to CHF 500,000 for the shareholder concerned (Art. 43 let. a LETA).
Is a copy of an identity document always required?
The company must establish whether the person concerned has an OASI number. Only if that is not the case must it obtain a copy of the passport, identity card or foreign national identity card (Art. 10 para. 2 LETO).
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