Is it enough to maintain the share register in digital form to dematerialise the shares?
Antwort
No. Maintaining the share register digitally does not in itself eliminate a shareholder’s claim to receive a physical share certificate. In 2021, the Swiss Federal Supreme Court held that, without an express provision in the articles of association, a shareholder can successfully sue for the issuance of a share certificate. The articles must therefore clearly state that the shares exist exclusively as uncertificated securities or ledger-based securities (Art. 973c / 973d CO) and that the issuance of share certificates is excluded.
Weitere relevante Fragen
Is the Communication Generator free to use?
Yes. The Communication Generator is free to use.
Does every shareholder or member qualify as a beneficial owner?
No. The fact that a company requests information from a shareholder or member does not automatically mean that this person is a beneficial owner. Indirect structures, acting in concert and other means of control may also be relevant.
Does the Communication Generator identify the beneficial owners?
No. The generator supports communication and information gathering. The actual assessment of who qualifies as a beneficial owner and who must be reported to the transparency register takes place afterwards. Konsento’s Transparency Register Reporting Assistant can be used for this assessment.