Introduction
Start-ups and scale-ups in Switzerland are increasingly working with so-called cap tables — flexible tables to represent the shareholder structure. At the same time, the law requires joint stock companies to keep a formally correct share register. Many founders and board members are not aware that a cap table does not replace the legally required share register. This can lead to organizational deficiencies within the company and legal consequences for the members of the Board of Directors. In this blog, you will learn how the cap table and share register differ and how to combine both in a legally secure and efficient manner.
Table of contents
- What is a share register?
- What is a cap table?
- Overview of differences and similarities
- Conclusion: Cap Table does not replace a share register
- Digital solution with consensus
What is a share register?
The share register — also known as the share register — is required by law for every Swiss joint stock company with registered shares (Art. 686 OR). It contains the names, addresses and number of shares of registered shareholders and, in the case of unlisted AGs, also the list of beneficial owners (Art. 697l OR).
The share register serves to legitimize the company, in particular for voting rights, dividend claims and the invitation to the Annual General Meeting. It is to be managed by the Board of Directors, kept audit-proof and available in Switzerland at all times. If the share register is not kept correctly, there is a lack of organization — with the possibility that a court may dissolve the company.
What is a cap table?
The term “cap table” comes from the Anglo-Saxon region and stands for “capitalization table”. In Swiss start-up practice, this is a structured overview of all investment relationships — often including options, convertible loans and future dilution scenarios. The Cap Table is primarily a planning and reporting tool for founders and investors.
Unlike the share register, the cap table is usually based on Excel or specialized tools and is not required by law. It has no direct legal effect — in particular, it does not replace registration in the share register when it comes to exercising corporate rights and obligations.
Overview of differences and similarities
Conclusion: Cap Table does not replace a share register
Many companies in Switzerland rely on their cap table — and overlook the fact that it does not meet the legal requirements for a share register. The Cap Table is a valuable tool for transparency and planning, but has no formal legal effect. Just that share register Establishes the position of shareholder vis-à-vis the company — and is to be managed accordingly by the Board of Directors. If you rely exclusively on your cap table, risks a serious lack of organization.
Digital solution with Konsento
Konsento offers Swiss stock companies a completely digital solution for legally compliant management of the share register — including a list of beneficial owners. At the same time, Konsento provides an extended Cap table with reporting, export and analysis functions ready that go beyond minimum legal requirements.
This gives you a legally secure, transparent and sustainable platform for your shareholder structure — including automated interfaces for general meetings, capital increases and tax certificates.
Create yours now digital share register and your cap table with Konsento — free of charge for up to 150 shareholders. Start today and bring order and transparency to your investment structure.