Transferable shares / Registered shares

In today’s global corporate world, understanding the distinction between transferable shares and registered shares is essential for anyone involved in business structuring, investment strategies, or company formation. These share types play a vital role in defining ownership rights, transferability rules, taxation obligations, and transparency levels within a corporation — especially in jurisdictions like Switzerland, where legal precision and financial responsibility go hand in hand.

Whether forming a Swiss AG, establishing a Swiss GMBH, or engaging Company law services, knowing the difference between these shares can influence legal protections and business flexibility.

Transferable shares are ownership units in a company that can be freely sold or transferred from one party to another, typically without requiring the approval of other shareholders or the company’s board. They are common in publicly traded corporations and large private companies where liquidity and ease of share movement are important.

Key Features of Transferable Shares:

• Freely transferable unless otherwise restricted by the Articles of Association
• Often held anonymously in bearer form (though this has changed in many jurisdictions)
• Found primarily in Swiss AG structures and larger international corporations

Registered shares, by contrast, are issued in the name of the shareholder and entered into a company’s share register. This provides the company with full knowledge of its ownership structure.

Key Features of Registered Shares:

• Shareholder’s identity is officially recorded in the share register
• Transfers must be logged and often require approval
• Common in both Swiss AG and Swiss GMBH structures

Understanding the difference between transferable and registered shares helps business owners decide which type fits their operational and legal needs. Here’s a concise comparison:


In many jurisdictions, including Switzerland, bearer shares (previously a form of transferable shares) have been largely replaced due to transparency regulations.

Although the term “transferable shares” is broadly used, the legal aspects of transferable shares depend on the issuing company’s bylaws and national legislation. Generally:

• They can be transferred by endorsement or delivery
• Transfer restrictions must be explicitly stated in the Articles of Association
• They are subject to disclosure requirements under transparency laws

Swiss legislation now requires shareholder identities to be disclosed for formerly bearer shares, increasing regulatory compliance.

The advantages of registered shares include:

1. Transparency – Full visibility of shareholders
2. Corporate Control – Easier to manage voting rights and strategic direction
3. Legal Security – Easier to enforce shareholder rights
4. Regulatory Compliance – Meets international AML and transparency standards

For businesses using Swiss GMBH structures, where all shares are registered, these benefits are embedded in the legal foundation.

Despite reduced use in their traditional bearer form, the advantages of transferable shares remain valid in the right context:

1. Liquidity – Facilitates investor entry/exit
2. Ease of Ownership Change – Especially in public companies
3. Reduced Administrative Burden – Fewer transfer formalities

In Swiss AG settings, transferable shares may be structured with limitations to balance control and flexibility.

The registration of registered shares includes:

• Entry into the official shareholder registry
• Verification of identity and compliance with share transfer terms
• Updating records in case of address or status changes

Failure to register properly can lead to the loss of voting rights and dividend entitlements.

The rules for transferring shares depend on the share type and company’s governance documents:

• Transferable shares may be sold without formal consent (unless restricted)
• Registered shares require approval, especially in closed companies or family firms

Companies must clearly define transfer restrictions in their Articles of Association to avoid future disputes.

The taxation of registered shares follows general principles of capital ownership:

• Capital gains on share sales may be tax-exempt for individuals (private capital gains)
• Dividends are subject to withholding tax (typically 35% in Switzerland)
• Registered shares help tax authorities track share ownership more accurately

Tax planning strategies often leverage the clarity of ownership provided by registered shares for legal optimization.

Choosing between transferable shares and registered shares depends on your business goals, need for control, regulatory environment, and shareholder profile. For many businesses using Company law services, combining both types strategically within a Swiss AG or Swiss GMBH structure offers the best of both worlds.

Understanding the difference between transferable and registered shares isn't just academic—it shapes corporate governance, compliance, and investor confidence. With a proper setup, well-managed registration of registered shares, and adherence to the rules for transferring shares, your company will be positioned for growth with a legal foundation that reflects transparency and flexibility.