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.

An overview of upcoming transparency register obligations: applicable deadlines, when action is required, and why companies should already review their ownership structures today. The full expert article with detailed analysis and practical guidance is available in the Transparency Register Hub.

This article explains how the tax value of shares in non-listed Swiss companies is determined and clarifies the difference between the gross tax value and the net tax value. It shows why majority and minority shareholders may not declare the same value in their tax returns, outlines the role of Circular No. 28, and explains when a standard minority discount applies. The article is aimed at shareholders and board members who want to correctly assess and declare the tax value of their shareholdings.

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.

This article outlines the disclosure and cooperation duties of shareholders and beneficial owners under the Legal Entity Transparency Act (LETA). It explains who is affected, what information must be reported and which sanctions apply, helping companies prepare for the launch of the transparency register in 2026.

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.

Which entities are subject to the Swiss transparency register obligations? This overview outlines key categories, exemptions and international aspects. The full legal analysis is available in the Transparency Register Hub.

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.

Konsento uses artificial intelligence to automatically extract existing share registers and transfer them into the digital Konsento register. This makes onboarding faster, easier and more secure – an important milestone on the way to a fully digital share register.

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.

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.

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

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.

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.

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.

Der Berg hat eine Maus geboren: Trotz eigener Regulierung und lauten Ankündigungen gestaltet sich die Verwaltung von tokenisierten Aktien auf der Blockchain derzeit immer noch komplex und teuer, während sie gegenüber herkömmlichen Technologien nur wenige Vorteile bietet. Der Blog zeigt bessere Alternativen auf.

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!

Swiss stock corporations wishing to open a Revolut corporate account must provide various proofs of their existence and beneficial owners. This includes an extract from the commercial register, a list of all shareholders and identity documents of beneficial owners with a participation of more than 25%. In some cases, notarization is also required. Konsento supports companies with a free share register, simple registration and reporting of beneficial owners, and certification by a Swiss notary at fixed prices. Read the article to find out which documents you need and how to make it easier to open an account with Konsento!

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

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.

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.

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.

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.