Substitute declaration for share transfers: How to secure your rights despite a lack of assignments

Introduction

The legally correct transfer of shares is essential for Swiss stock corporations, particularly if they are managed as value rights. But what happens if the necessary declaration of assignment, also known as assignment, is missing? This blog post highlights the problem of missing assignments and shows how companies can still protect their rights.

Table of contents

1. The challenge of missing assignments
2. Solutions based on Swiss legal practice
3. Substitute declaration: Requirements and content
4. How Konsento supports
5. conclusion

The challenge of missing assignments

Missing statements of assignment can create a legal grey area that affects the validity of all subsequent transactions. This represents a significant risk to shareholder rights, as ownership of the shares may not have been legally transferred to the acquirer. A clear legal basis is crucial to ensure the integrity of the chain of ownership and avoid legal complications.

Solutions based on Swiss legal practice

Swiss legal practice offers various approaches to solve the problem of missing assignments:

1. Search for copies of the original statement of assignment: Intensive research among all parties involved.
2. Subsequent preparation of the assignment: Under certain conditions, the declaration of assignment can be prepared retrospectively.
3. Substitute declaration: A statement from the persons currently authorized to sign confirms the historic transaction.

Substitute declaration: Requirements and content

A replacement declaration must be formulated precisely to replace the missing declaration of assignment. It should include the following elements:

• Identification of parties: Sellers and buyers.
• Details of the issuer and shares: Joint stock company, share type, nominal value.
• Transaction details: Number of shares transferred, transaction date.
• Confirmation of legality: Formal confirmation of proper transfer.
• Document retention and legal confirmation: Determination of the loss of original documents and the function of the document as a substitute.

How Konsento supports

Correct recording and securing of owner chains
Konsento offers a modern, electronic share register, which ensures that all share transactions are documented in accordance with the law. Assignment declarations can be filed directly in the register, which preserves the integrity of the chain of ownership.

Automated preparation of statements of assignment and replacement
The consent system enables the subsequent preparation of statements of assignment and replacement declarations for missing documents. At the push of a button, necessary documents can be efficiently generated and verified in coordination with legal partners.

Conclusion

The challenge of missing assignments in share transfers is complex, but not insoluble. With careful documentation and the right legal action, companies can ensure the integrity of their share transfers and minimize potential risks. Konsento supports this as a reliable partner with digital solutions and expertise.

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