Share Register or Securities Ledger? The Decisive Difference for Registered Shares

Introduction

In Switzerland, maintaining a share register (or share book) is a legal requirement for companies with registered shares. At the same time, modern corporate law allows shares to be issued as simple uncertificated securities or ledger-based securities.
This raises a practical question: Is the share book sufficient, or is a separate securities register required?

This article explains the differences, legal foundations, and why a digital share register like Konsento’s fulfils both requirements within one system.

Table of contents

1. The share register (share book) – purpose, function and legal requirements
2. The securities register – simple uncertificated and ledger-based securities
3. Why a digital share register also serves as a securities register
4. Conclusion: One register for everything – efficiency and legal certainty with Konsento
   

1. The share register (share book) – purpose, function and legal requirements

The share book or share register is the central record for registered shares of a Swiss AG. It governs the relationship between the company and its shareholders and is defined in the Swiss Code of Obligations (CO).

Legal foundations:

• Art. 686 CO: The company must keep a share register listing each shareholder’s or usufructuary’s name, address and number of shares held.
• Art. 686 para. 1 CO: The register must be maintained in such a way that it is accessible in Switzerland at all times. An Excel file on a director’s laptop abroad does not fulfil this requirement.
• Art. 686 para. 4 CO: Only the person entered in the register is recognised as a shareholder by the company (legitimising effect).
• Art. 686 para. 5 CO: Supporting documents for entries (e.g. transfers or assignments) must be kept for ten years.
  

Purpose and function

The share register records who owns shares and how many. It forms the legal basis for exercising voting, subscription, and participation rights.The entry is declarative – it confirms shareholder status towards the company but does not in itself transfer ownership, which requires a written assignment. The company may, however, rely on the register unless proven otherwise.

2. The securities ledger – simple uncertificated and ledger-based securities

Since the introduction of Value rights And later the Register value rights The legislator has created two different digital forms to manage participation rights without a physical document.

a) Simple value rights (Art. 973c OR)

Since the introduction of uncertificated securities and later ledger-based securities, Swiss law distinguishes two digital forms of representing shares without physical certificates.

a) Simple uncertificated securities (Art. 973c CO)

Simple uncertificated securities are dematerialised participation rights replacing physical share certificates.

• The issuer keeps a securities book recording the number, denomination and holders.
• The rights exist only once entered in this book.
• Transfers require a written assignment (cession).
  

This register is not public and is primarily primarily serves as evidence of entitlement.

b) Ledger-based securities (Art. 973d CO)

Ledger-based securities go further: they are recorded in a technically secured ledger, e.g. blockchain or DLT platform.

They:

• exist exclusively via the ledger,
• can only be transferred within the ledger, and
• must meet technical standards (integrity, availability, verifiability).

Ledger-based securities are thus purely digital, while simple uncertificated securities are legally dematerialised but not technically.

3. Why a digital share register also serves as a securities register

Companies with registered shares issued as simple uncertificated securities under Art. 973c CO must keep:

1. a share register under Art. 686 CO (corporate legitimacy), and
2. a securities book under Art. 973c CO (evidentiary function).

Since both contain the same core data – shareholder name, number of shares, denomination, transfer records – a properly kept share register can also serve as a securities book.

Legal reasoning:

‍A share register fulfils the requirements of Art. 973c para. 2 CO because it:

• contains all relevant data,
• documents entries transparently, and
• reflects the creation, transfer, and cancellation of rights.

Conversely, a securities book does not fulfil the requirements of a share register, as it does not confer corporate legitimacy and fails to meet Art. 686 CO.

Conclusion:

A digital share register can simultaneously serve as a securities register for simple uncertificated securities – but not the other way around.

4. Conclusion: One register for everything – efficiency and legal certainty with Konsento

A digital share register not only replaces handwritten or Excel-based share books but also incorporates all functions of a securities register.
Swiss AGs with registered shares thus gain maximum transparency and legal certainty, whether their shares are issued as simple uncertificated securities or not.

Konsento offers a fully compliant, intuitive digital share register that:

• includes all legally required information,
• automatically records each share transfer,
• also serves as a securities register for simple uncertificated securities, and
• is free of charge for up to 150 shareholders.

In addition, the Konsento share register displays not only the current status but also historical positions – accessible at any time via a calendar filter.
With its integrated beneficial ownership module, it simultaneously functions as a register of beneficial owners and a transaction register – all in one system.

Discover now:
👉 Learn more about Konsento’s digital share register and how it keeps your Swiss AG compliant, efficient, and future-ready.