Introduction
Many unlisted Swiss stock corporations manage their share register in Excel or Word. However, these documents only provide a position view of the shareholder structure — i.e. a snapshot of the current level of ownership. Although this means that they meet the minimum legal requirements, it is difficult to trace the transfers of ownership at a later stage.
Because what happens if it is necessary to determine retrospectively who took over which shares from whom and when? At the latest, due diligence as part of financing rounds, when professional investors join or when selling the company, it becomes apparent that a complete trade register is essential.
In the following, we show the reasons for this and how this challenge can be met.
Table of contents
- Why a share register in Excel or Word is not enough
- The importance of a trade repository
- Digital solution with consensus: share register and trade register in one
Why a share register in Excel or Word is not enough
Many stock companies start with a simple Excel spreadsheet to manage their share register. This seems sufficient at first, but as soon as there are multiple transactions, the following problems arise:
- No traceability of transactions: Excel or Word only record the current status, but not the history of transfers. The latter must be laboriously determined from cancellations, new entries, dates and quantities, which may still work for a few transactions, but is almost impossible for many.
- Missing chain of owners: In the case of due diligence or a company purchase, it is not possible to prove beyond doubt who owned the shares at what point in time.
- Manual error rate: Share transfers are often not or incompletely documented, which leads to uncertainty during audits.
At the latest when investors or buyers in Switzerland carry out due diligence, it becomes apparent that an incomplete register can slow down the transaction process or, in the worst case, lead to legal uncertainties and an interruption of negotiations.
The importance of a trade repository
A trade register is an indispensable addition to the share register because it offers:
- Chronological recording of all broadcasts: Each share movement is documented with the date, participants and scope of the transaction.
- Complete chain of owners: Every transfer of ownership can be traced — essential for due diligence, capital increases and financing rounds.
- Legally compliant documentation: The documentation of the sale and transfer of ownership of the shares can be logically linked to a reliable trade register. This makes it possible to identify and correct deficiencies or formal errors at an early stage.
- Exportability: Konsento's share, transaction and investor registers are easy export as Excel and PDF and are therefore ideal for further processing or, for example, as Evidence of ownership structure vis-à-vis banks.
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Digital solution with consensus: share register and trade register in one
Konsento's electronic share register automatically generates a separate trade register, which completely records every share transfer.
Konsento also offers the option of Assignment declarations, subscription slips, etc. attach directly to the respective transactions — either as Original with qualified electronic signature or as copy of the original with handwritten signature. This makes it possible to Evidence of the legally valid transfer of ownership even at a later date, such as during due diligence.In addition, Konsento's digital register helps to identify gaps and formal deficiencies in the ownership chain. If there are any uncertainties, Konsento provides support by automatic digital adjustments or project-based cleaning solutions together with the company.
Conclusion
A digital share register with an integrated trade register is not a luxury, but a necessity for every joint stock company with multiple transactions or a complex shareholder structure. Especially with a Due diligence as part of financing rounds, capital increases or company acquisitions A seamless chain of owners is essential.
With Konsento, companies receive a legally secure and fully automated solution that offers transparency, efficiency and security in share management.
Use Konsento's digital share register now — and ensure that your chain of owners is fully documented at all times. Up to 150 shareholders free of charge!
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