Shares in a Swiss company: registered shares, the share register and the end of bearer shares

Share structure decides who controls a Swiss company, how ownership transfers and which reporting duties apply. Since the GAFI Act of 21 June 2019 — Switzerland's implementation of the Global Forum transparency recommendations — the room for anonymity is gone: every non-listed company works with registered shares, a share register and a register of beneficial owners. This page covers the current rules for the AG and, where they differ, the GmbH — one building block of the framework described under Swiss company law.

Share types in Swiss companies today

The Aktiengesellschaft can issue the following equity instruments under current law (as of July 2026):

A GmbH issues quota shares (Stammanteile) instead, with a minimum nominal value of CHF 100 per quota. Unlike AG shareholders, GmbH members are published by name in the commercial register — a point that matters when founders choose between the two forms of a Swiss AG and a GmbH.

How bearer shares were abolished — the exact timeline

The Federal Act implementing the recommendations of the Global Forum on Transparency (the "GAFI Act") dismantled bearer shares for private companies in three stages:

For practice this means: due diligence on any Swiss company that once had bearer shares should verify that the conversion was recorded, the articles were amended and no shareholder positions became void in 2024.

The share register (Aktienbuch)

Art. 686 CO requires every AG to keep a register of its registered shares, listing owners and usufructuaries with name and address. Entry happens only on proof of acquisition, and only the person entered in the register counts as shareholder towards the company — dividends and invitations to the general meeting follow the register, not the underlying transaction.

Two GAFI-era duties are frequently missed: the register must be kept so that it can be accessed in Switzerland at any time, and the documents underlying an entry must be retained for ten years after the person concerned is deleted. The share register is internal — AG shareholders are not visible in the commercial register, in contrast to GmbH members.

Beneficial owner reporting (Art. 697j CO)

Reporting duties attach to significant acquisitions. Whoever, alone or acting in concert, acquires shares in a non-listed company and reaches or exceeds 25 percent of capital or votes must report the first name, surname and address of the natural person who is the beneficial owner — within one month. The same applies when the beneficial owner changes. The company keeps a separate register of beneficial owners (Art. 697l CO); for the GmbH, Art. 790a CO mirrors the rule.

Sanctions have teeth: while a report is outstanding, the shareholder's voting rights are suspended and dividend claims lapse (Art. 697m CO); wilful breach of the reporting duty and failure to keep the registers properly are punishable by fines under the Criminal Code. A federal act moving beneficial ownership data into a central transparency register is in the legislative pipeline — companies should expect the register regime to become stricter, not looser.

Transfer restrictions (Vinkulierung)

Vinkulierung is the statutory mechanism that lets a company control who becomes a shareholder. The articles of a non-listed AG may require board approval for transfers of registered shares (Art. 685a ff. CO). Approval may be refused only for good cause stated in the articles — for example a shareholder-composition clause in a family business — or via the escape clause: the company offers to buy the shares at their real value. Without restrictions in the articles, registered shares transfer by written assignment or endorsement plus entry in the share register.

In the GmbH, the default is reversed: transferring a quota requires written form and the approval of the members' general meeting unless the articles waive it — one reason investor-backed ventures prefer the AG.

Digital shares: ledger-based securities

Ledger-based securities (Registerwertrechte, Art. 973d ff. CO) have been available since the DLT Act came into force on 1 February 2021. A Swiss AG may issue its registered shares as uncertificated securities recorded on a distributed ledger; transfer then happens on-ledger instead of by written assignment. The share register and beneficial owner duties remain unchanged — the technology replaces the share certificate, not the transparency framework.

Taxes on Swiss shares

Withholding tax of 35 percent applies to dividends paid by Swiss companies; Swiss residents reclaim it in full, foreign shareholders according to the applicable double taxation treaty. Issuing shares triggers the 1 percent issuance stamp duty on contributions above the cumulative exemption of CHF 1 million; private capital gains on shares are generally tax-free for individuals resident in Switzerland (all as of July 2026). How these pieces fit the wider system — rates by canton, VAT, deadlines — is set out in the formation practice pages, and structuring questions are best raised before the articles are signed via Swiss company formation.