Latest Blog Posts

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.

This article explains under which conditions a legal entity may act as an independent proxy. It outlines the legal requirements regarding independence, binding instructions, and liability, and illustrates the practical implementation in general meetings.

Timely convening of a general meeting is essential for the legal validity of resolutions. This article clearly explains the principle of receipt, shows how to correctly calculate the 20-day notice period under Art. 700 CO, and highlights the practical differences between invitations by post and email. With concrete examples and actionable guidance, you get a clear framework for delivering invitations in a legally compliant way and avoiding risks.

The discharge of the board of directors is a key resolution of the general meeting. It signals shareholder approval but also affects liability claims. This article explains how the discharge works, its limits and which risks remain under Swiss law.

Many boards assume that independent proxies only matter for listed companies. In practice, non-listed Swiss corporations may also need one, for example in virtual general meetings or when representation rights are restricted. This article explains when an independent proxy is required, the legal framework under Swiss corporate law and how boards of directors should address voting representation at general meetings.

Non-listed Swiss corporations may be required to appoint an independent proxy for their general meetings. This article explains when such a requirement arises and which independence standards apply. The legal framework is mainly based on Art. 689d CO and the independence rules for auditors in Art. 728 CO. It also discusses how financial interests or economic dependence may affect the assessment of independence.

The Investment Screening Act (ISA) introduces, for the first time, a Swiss legal framework for reviewing certain foreign investments. The article explains that the Act does not constitute a general barrier to foreign investment, but applies only in narrowly defined exceptional cases. For startups and SMEs, it is particularly relevant that private foreign investors and typical financing rounds are generally excluded. At the same time, the article highlights that corporate law and transparency obligations – including share register and beneficial owner requirements – remain applicable irrespective of the ISA.

This article clearly explains what the tax value of a share is, how it is determined for non-listed Swiss stock corporations and why it is tax-relevant for shareholders. It outlines the role of cantonal tax authorities, the valuation methods applied and how companies can communicate the tax value to shareholders in a transparent and efficient manner.

A universal meeting allows Swiss companies to adopt valid resolutions without formal convening, provided all shareholders are present or represented and no objections are raised. This article explains the legal requirements, typical pitfalls and how Konsento enables transparent and legally compliant digital universal meetings.

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.

What obligations will companies face under the Swiss transparency law? This overview outlines identification, verification, reporting and documentation requirements. The full legal analysis is available in the Transparency Register Hub.

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.

What does the Swiss transparency law mean for SMEs, board members and shareholders? This overview highlights key obligations, processes and practical implications. The full guide is available in the Transparency Register Hub.

Many boards of directors underestimate that during a capital increase by setting off a convertible loan (Convertible Loan Agreement – CLA), investor identities must be disclosed in the articles of association – a major breach of confidentiality. This article explains the differences between ordinary, authorized, and conditional capital increases, showing why only the latter truly protects shareholder privacy. Companies using CLAs should therefore establish conditional capital early on to avoid mandatory disclosure.

The share register – also known as the share book – is the central record for registered shares of a Swiss AG. It legitimizes shareholders towards the company and forms the basis for voting and participation rights. In addition, there are securities registers for simple uncertificated securities and ledger-based securities, enabling the management of shares without physical certificates. This article explains the legal foundations and the difference between share register, share book and securities register – and why a digital share register can serve as both. With Konsento, companies manage their share register and securities register digitally, fully compliant with Swiss law, including transaction history and the register of beneficial owners

Before a funding round can be completed, the right shareholder and board resolutions are essential. This video explains the key types of capital increase – from the ordinary capital increase to the capital band – and how convertible loans can be offset. Swiss startups learn how to structure, document, and notarise resolutions correctly to reach a compliant closing. Konsento supports founders through every stage of the process – digital, efficient, and secure.

Before the closing of a funding round, preparation determines whether the process runs smoothly or causes costly delays. This video explains how Swiss startups can properly prepare their capital increase – from general meeting and board resolutions to subscription forms and commercial register filings. Konsento demonstrates how to handle every step digitally and in full compliance, building investor trust and ensuring an efficient, legally sound closing.

The article explains why organizational regulations in accordance with Art. 716a/716b CO are central for SMEs and startups. It is already necessary when the Board of Directors delegates individual operational tasks. Without regulations, full responsibility remains with the full Board of Directors; regulations allow liability to be focused on the selection, instruction and monitoring of delegates. In addition, the regulations create clear responsibilities, faster decisions and trust among investors. Finally, the article shows how Konsento helps with the adoption, recording and ongoing maintenance of organizational regulations.

After a capital increase, the ownership and control structures of a Swiss AG change. Shareholders must once again disclose their beneficial owner, while the board of directors is responsible for reporting the controlling person to the bank and the share register. With digital tools such as Konsento’s share register, the process is simple and fully compliant.

Legal due diligence is a key step in every seed funding round in Switzerland. This video explains which documents investors expect, how to set up a data room, and why disclosure and warranties in the investment agreement are essential. Perfect for founders and startups preparing professionally for their funding round.

Co-investment syndicates allow business angels to invest jointly while keeping the share register lean. A Federal Administrative Court ruling clarifies: no blanket asset manager licence is required, but authorisation as a securities firm may apply. Key insights for providers and companies.

Cap table or share register? Many companies in Switzerland rely on cap tables — and in doing so neglect the legally required share register. This article shows the differences, explains the legal risks and presents a solution that allows you to manage both digitally and compliantly.

The term sheet defines the economic cornerstones of a financing round — valuation, vesting, liquidation preferences, control rights. This compact webinar shows what startups should pay attention to before they sign.

In this first SeedFast webinar, Lex Futura and Konsento provide a clear overview of the structured process behind a typical pre-seed or seed funding round. Perfect for founders, board members and startup teams who want to understand what’s involved – from initial investor talks to the final entry in the commercial register.

This webinar provides a quick overview of the common forms of capital increase in Switzerland — from ordinary increases to capital bands to conditional capital increases. Ideal for founders who are planning a seed financing round.

What is a circular resolution of the Board of Directors? A circular resolution enables the Board of Directors to make decisions without a physical meeting — in writing or electronically. This efficient form of decision-making is particularly suitable for routine and urgent decisions. Find out which legal framework applies, when a circular resolution is admissible and how to implement it in a legally secure manner. With the Corporate Action Platform of Consento, you can perform circular decisions digitally, automatically and legally secure — including carried processes, pre-formulated tractand templates and automatic logging.

Employee participation is an effective means of retaining talent in the long term and participating in the company's success. But which option is better: phantom shares or participation certificates? While phantom shares offer flexible, contractually regulated profit sharing without membership rights, participation certificates are real equity shares with economic rights. Learn the differences, tax consequences and how you can efficiently introduce participation capital into your company — including practical support from Consento at general meetings, participation registers and cap table management. Find out more now!

Voting shares: securing control and shaping corporate governance Voting shares enable entrepreneurs, investors and family businesses to retain control of their company - regardless of the majority of capital. Find out how the introduction of voting shares works, what advantages and disadvantages they have and what role they play in company takeovers. Konsento supports you in the digital management of ordinary shares and voting shares - book a free consultation now!

Many stock companies manage their share register in Excel or Word — but that is often not enough. For financing rounds, company acquisitions or due diligence, seamless tracking of share ownership is essential. A digital share register with transaction history offers transparency and legal certainty. Konsento enables fully automated documentation of every transfer and highlights possible gaps in the ownership chain. Discover how Konsento can make your stock management more efficient and secure.

The proper storage of assignments is crucial to ensure legal certainty when transferring shares in Switzerland. Learn which party needs the original document, who should keep copies, and how Konsento offers a simple solution with templates and automated documentation. Ideal for companies looking for a reliable and free share register for up to 150 shareholders!

Are your paper stocks still up to date? Discover how dematerializing shares in your Swiss limited company saves costs, minimizes risks and simplifies administrative processes. Read More

The loss of share certificates poses significant challenges for Swiss companies and shareholders. This article explains the legal process for declaring stock certificates in Switzerland invalid and shows how companies and shareholders can protect their rights. He also explains how the process of declaring invalidity can be avoided in the long term through digitization. Read More

Missing statements of assignment can entail significant legal risks in share transfers in Switzerland and make the chain of ownership incomplete. In this article, you will learn which solutions Swiss legal practice offers, how to correctly prepare a replacement declaration and how Konsento's digital share register helps you to process transactions in a legally compliant and efficient manner. Protect the integrity of your share transfers — learn more now!

Missing statements of assignment can entail significant legal risks in share transfers in Switzerland and make the chain of ownership incomplete. In this article, you will learn which solutions Swiss legal practice offers, how to correctly prepare a replacement declaration and how Konsento's digital share register helps you to process transactions in a legally compliant and efficient manner. Protect the integrity of your share transfers — learn more now!

Learn how to transfer shares in accordance with Swiss law. With the appropriate statements of assignment and Konsento's electronic share register, you ensure complete chains of ownership and legal security for your AG. Read More

Stock split or nominal value reduction? Discover the differences and benefits of these capital measures for Swiss companies. Find out how these instruments influence voting rights and when they make sense. Including practical tips for legally compliant implementation with consensus — for an optimal capital structure for your company. Read More

Find out how the proxy general meeting enables companies to pass resolutions quickly and with legal certainty — without the personal participation of shareholders. Discover the benefits of modern, digital solutions such as Konsento: electronic authorization, location-independent execution and automatic evaluation. Simplify your general meeting and save time and money!

The transition period for the new corporate law is ending soon. Find out which changes to your articles are necessary – and how you can implement them efficiently and cost-effectively.

The second part of our series highlights the duties of board members towards banks in relation to the determination of beneficial ownership of shares. Banks must identify the controlling person of a non-listed corporation – a task that cannot be fulfilled without the cooperation of the board. This means board members are responsible for conducting complex checks, completing Form K correctly, and reporting any changes. Incorrect information can lead to serious criminal consequences. The article explains practical challenges and shows how corporations can meet their obligations efficiently and in compliance with the law.

After a capital increase, the work does not end with the entry in the commercial register. Companies must immediately start their corporate housekeeping: from updated share registers to communication with existing and new investors to clean documentation of all transactions. Those who complete these steps promptly create clarity, transparency and trust — and save themselves considerable expenses later on during general meetings, due diligence or other capital measures.

The reporting of beneficial owners is a key duty for directors of Swiss corporations. This blog explains when shareholders must disclose such information, what details must be recorded, and the consequences of non-compliance – both for shareholders and the board. A clear overview of legal foundations, exceptions, and sanctions.

Subscription rights protect shareholders from dilution of their shares and voting rights in the event of capital increases in a public limited company. The article explains how subscription rights work for shares and participation certificates, when they may be restricted or abolished, and what formal requirements apply. In addition, the consequences of violations are explained and how digital solutions such as Konsento make the process efficient and legally compliant.

The Code of Obligations prescribes detailed requirements for the minutes of a general meeting. The article explains which content must be included, why precise logging is legally important and how digital solutions from Konsento significantly reduce the workload for boards of directors and shareholders.

General meetings with written voting – known as universal meetings or circular resolutions – provide Swiss corporations with an efficient alternative to traditional shareholder meetings. They allow resolutions to be passed on paper or electronically, without shareholders being physically present. This article explains the legal framework, the differences between universal meetings and circular resolutions, and why these forms are particularly suitable for smaller companies and startup capital increases.

The correct transfer of shares is crucial to ensure legal ownership. Especially for uncertificated securities (Wertrechte), the absence of a valid assignment (Zession) often leads to gaps in the transfer chain, meaning the buyer may not become the legal owner. This article explains the legal requirements, common pitfalls, and how a digital share register like Konsento ensures that every share transfer is properly documented and compliant.

The general meeting is the supreme governing body of a company limited by shares and the forum where shareholders exercise their rights. To ensure that its resolutions are legally valid, the meeting must comply with all legal and statutory requirements — particularly concerning the shareholders’ right to representation. This right guarantees that all shareholders, even those who cannot attend in person or online, can still participate through a proxy or independent voting representative. The article explains when this right may be restricted, the meaning of the principle of immediacy, and why survey tools without independent proxies are not suitable for legally compliant general meetings.

Transferring share certificates is complex and fraught with legal risk. Errors in endorsements, board approvals, or register entries can invalidate transfers and expose directors to liability. This article explains why a properly maintained share register is key to ensuring ownership traceability—and why many companies are shifting from physical certificates to dematerialized, digitally recorded shares.

Capital increases are one of the key growth drivers for Swiss companies – over 4,000 are carried out every year. This article walks you through the process step by step: from financing simulation and shareholder resolution to notarial certification and commercial register filing. It highlights the legal complexity involved and shows how digitalization makes the process much faster and more efficient. With Konsento, companies can now complete a capital increase fully online – including meeting organization, investor commitments, automatic document generation, and remote notarization – saving up to 50 % in time and costs.

A capital increase is a key instrument for financing the growth, investments or restructuring of a public limited company. The article explains the three forms provided for in Swiss stock corporation law — ordinary capital increase, capital band and conditional capital increase — and highlights their differences in flexibility, requirements and applications. Finally, it is shown how Konsento digitizes implementation and saves companies time, costs and errors — from preparation to notarization to entry in the share register.

The corona pandemic accelerated the modernization of Swiss stock corporation law: Since 2020, virtual and hybrid general meetings and decisions have been possible circularly. With the revision of stock corporation law, these forms are permanently enshrined and offer joint stock companies more flexibility and legal certainty. The article explains the differences between virtual, hybrid and circular GVs, the requirements for their implementation and why Konsento is the ideal platform for legally compliant implementation.

Virtual and hybrid general meetings are now an integral part of Swiss corporate law. This blog explains the legal requirements for using electronic means, the responsibility of the board of directors, and why board regulations are the key instrument for legally compliant implementation. A clear overview of the legal framework with practical guidance for board members.

Since January 1, 2023, the revised stock corporation law has been in force and allows Swiss stock corporations to hold hybrid and virtual general meetings. The article explains the legal requirements for both forms, from the amendment to the articles of association to the appointment of an independent proxy to regulations for electronic means. Board members learn which next steps they need to take to implement them and how Konsento supports them with templates, modules and digital support at general meetings.

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.