The legally valid transfer of shares in Switzerland requires a correctly prepared declaration of assignment or assignment. But which party is responsible for keeping the original document and who should have copies? This question is crucial to ensure both ownership rights and the proper management of the share register. In this article, we explain the requirements for keeping a declaration of assignment in Switzerland and give practical tips on how you can make the documentation efficient and legally secure.
Table of contents
- Why is it important to keep a declaration of assignment?
- Who needs to keep the original?
- Who should keep copies of the assignment agreement?
- Consequences of losing a declaration of assignment
- Efficient solutions with consensus
Why is it important to keep a declaration of assignment?
The declaration of assignment is proof of the legally valid transfer of ownership of shares. Without this document, neither the joint stock company nor the acquirer can ensure that the transfer of ownership is legally effective. In addition, proper storage serves to avoid disputes and to secure shareholder rights such as voting rights or dividend claims.
Who should keep the original?
The original declaration of assignment should be kept by the buyer (assignee), as this document is essential to prove ownership of the shares in the event of a dispute or transaction. Only with the original can he fully exercise his rights as a shareholder.
Who should keep copies of the assignment agreement?
The transferor (assignor)
A copy of the assignment agreement serves as proof for the seller that the sale has been completed. This is particularly relevant for tax purposes and for declaring contractual obligations. Companies also have a ten-year storage obligation for documents relating to accounting-relevant transactions.
The joint stock company
The public limited company must also keep a copy of the declaration of assignment: Swiss stock corporation law expressly requires that the documents on which a registration is based must be kept for up to ten years after the owner or beneficiary has been removed from the share register. Incorrect documentation can have far-reaching legal and financial consequences.
Consequences of losing a declaration of assignment
If the declaration of assignment is lost, the transfer of ownership may be considered invalid. This may result in:
- shareholder rights cannot be proven
- decisions of the General Assembly are appealable,
- and corporate transactions are made significantly more difficult. Clean documentation is therefore essential.
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Efficient solutions with consensus
Konsento offers innovative solutions for managing your share register and associated documents.
- Templates for statements of assignment: Konsento provides legally secure templates that meet the legal requirements in Switzerland.
- Automatic notification: In the event of a share transfer, Konsento reminds the company representative to prepare a declaration of assignment.
- documentation: Signed assignments can be uploaded to Konsento and automatically shared with the seller, the acquirer and the joint stock company. This gives everyone involved access and the documentation is complete at all times.
- Free share register: For companies with up to 150 shareholders, Konsento offers a free share register that includes all important functions.
REGISTER NOW FOR THE FREE SHARE REGISTER
conclusion
The proper storage of assignments is crucial to ensure legal certainty and transparency when transferring shares. With Konsento solutions, companies can not only optimize their processes, but also minimize legal risks. Try out our free share register and see how easy and efficient it can be to manage your shareholder data!
Register now for Konsento's free share register.
Contact us now for a non-binding consultation
REGISTER NOW FOR THE FREE SHARE REGISTER
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