At Winkelhalden AG in Oberrieden (ZH), the residents of a community for later life are also its shareholders. With Konsento, the company switched from costly intermediated securities to uncertificated securities secured by blank assignments – legally compliant, without a bank and at more than 75% lower cost.
A corporation that puts community into practice
Winkelhalden AG in Oberrieden (ZH) is no ordinary corporation. It was founded to enable a community-based housing model for the later stage of life – self-determined, supportive and centred on close human connection.
A shareholders' agreement (SHA) legally safeguards this cooperative philosophy. The cases triggering purchase rights defined in the agreement also organise succession when residents and shareholders leave the community or die.
The «Winkelhalden – Anders wohnen im Alter» residential community is home to people aged 50 and over who are not only tenants, but also shareholders of the company. The current average age of all tenants and shareholders is 70.
This model creates a special sense of belonging: those who live here take responsibility, have a say and actively help shape life in the community. At the same time, this close connection between housing and ownership also creates legal and organisational requirements.
Each apartment is linked to shares. If a tenancy ends – for example because of a move, a need for care or death – the relevant shares must be capable of being transferred to new residents quickly and in compliance with the law. If necessary, this must also be possible when the existing shareholder is no longer able to cooperate personally.
When legal certainty was still organised through the bank
To ensure this ability to act, Winkelhalden AG originally structured its shares as intermediated securities. All shares were held in a securities account with a bank acting as custodian; in addition, a security agreement and a control agreement pursuant to Art. 25 of the Federal Intermediated Securities Act (FISA) were in place.
The model served its purpose. If a so-called realisation event occurred – for example the death of a shareholder – the bank could transfer the shares directly to a new shareholder. This meant the company remained able to act even in difficult situations.
This security came at a price, however. Custody and the control agreement cost around CHF 20'000 per year – for only 69 shareholders. For an unlisted company with a social purpose, a structure that worked reliably from a legal perspective was increasingly becoming a financial and administrative burden.
The key question: could it be simpler?
When the existing custodian terminated the agreement, this burden became a concrete design question: how could the existing level of legal certainty be preserved without recreating the same dependency and administrative effort? The company needed a solution that would allow it to operate more independently, more simply and, above all, more cost-efficiently.
The Board of Directors therefore appointed a project group to find an alternative. It needed to remain legally compliant, be implementable internally and at the same time significantly reduce administrative and financial effort.
At its core, the task was therefore not merely to find a technical replacement for the previous custody structure. What was needed was a comprehensive solution combining legal robustness with practical feasibility.
From intermediated securities to uncertificated securities – secured by a blank assignment
Together with Konsento, Winkelhalden AG developed a new security model. The previous intermediated securities were replaced by uncertificated securities pursuant to Art. 973c CO. The shares continue to be maintained digitally, but no longer need to be held with an external custodian.
The key element is the blank assignment. It ensures that shares can be transferred when a defined event occurs even without the cooperation of the existing shareholder.
When acquiring the shares, all shareholders therefore sign an assignment declaration in favour of the company that is dated in advance.
This assignment only takes effect when a predefined realisation event occurs – for example death, residence outside the community or the insolvency of the tenant.
The Board of Directors determines whether such an event has occurred by reference to a case triggering a purchase right under the SHA. Only then does the company transfer the shares to new residents.
This keeps the company able to act without depending on an external custodian. The model is legally compliant and clearly structured – and reduces the previous annual costs by more than 75%.
How the legal concept became a practical solution
The basic legal concept had thus been established. The decisive next step was to implement it in a way that worked not only on paper, but also in the day-to-day operations of Winkelhalden AG. Legal documents, the share register and internal processes all had to work together.
Four elements were particularly important.
It began with the solution design. Konsento supported Winkelhalden AG from the legal concept phase through the amendment of the articles of association and the shareholders' agreement to the introduction of the blank assignments required for the switch from intermediated securities to uncertificated securities. For specialist legal questions, Konsento brought in external specialists. Because the solution design had already been prepared, they were able to advise in a targeted and selective manner. The result was a model that combines the legal requirements of Swiss company law with the particular needs of this residential community for later life.
The numbering of the shares was also adapted to the specific reality of the residential community. In the Konsento share register, Winkelhalden AG assigns the corresponding residential unit to each shareholder's numbered shares – for example «Shares 1 - 68'925 B4-01 4'432'454 - 4'442'372 D4-02 Purchase 33'435». The numbering can be configured individually in Konsento, allowing the ownership structure to be represented in the way required by the company's specific structure.
The digital share register links this structure with document management. Every share transaction is recorded in the system and linked directly to the associated legal documents. The purchase agreement and assignment declaration are therefore archived together with the transaction and can be retrieved at any time. This creates a complete, audit-ready record across the entire chain of transfers.
Finally, transparency is created by documenting all share transactions of the shareholders in the register as well. The Board of Directors and each individual shareholder can therefore keep track of the capital structure at all times and fulfil their evidentiary obligations with just a few clicks. At the same time, the system remains easy to use – including for older shareholders – and makes the administration traceable, transparent and trustworthy.
What has changed for Winkelhalden AG
The financial impact is immediate: compared with the previous system, costs have fallen by more than 75%.
At the same time, legal compliance is maintained. The blank assignments allow the company, in an emergency, to transfer shares to the existing shareholder's legal successor even without that shareholder's cooperation. The condition precedent linked to the realisation event also protects the shareholder from being unfairly disadvantaged.
The complex banking structure has thus become a significantly simpler process: no bank, no control agreement and no external dependency.
Shareholder administration is also becoming more transparent. Data, documents and transfers can be traced digitally. All shareholders receive their own access to the application, can view all data and information concerning them, update their personal data and exercise their shareholder rights – for example when preparing for and voting at general meetings.
Above all, however, the company is regaining its independence. It remains in control of its register – entirely in keeping with the spirit of the community-based housing model.
Simplicity that connects
The story of Winkelhalden AG shows that legal precision, technological innovation and human values are not mutually exclusive. By switching from intermediated securities to uncertificated securities with a blank assignment, the company has not reinvented its share register, but freed it from unnecessary complexity, high costs and external dependencies.
The result is a legally compliant, simple and future-proof form of modern shareholder administration – supported by legal expertise, digital implementation and a clear understanding of how the company operates in everyday life.