The absolute majority of the nominal values represented at the meeting.<\/li>\n<\/ul>\nThis rule applies to fundamental decisions such as changing the company\u2019s corporate purpose, altering its duration, or introducing new classes of shares with different rights. It effectively protects holders of preferential voting shares and minority shareholders from dilution or detrimental decisions.<\/p>\n
Registered Shares vs. Bearer Shares<\/strong>
The distinction between these two types of shares has become even more important following the 2019 reform. The aim was to strengthen the fight against money laundering and terrorist financing by increasing transparency over shareholder identity.<\/p>\n\n- Registered shares<\/strong>\u00a0are recorded in the company\u2019s share register in the shareholder\u2019s name. Ownership transfer is formalised by endorsement and updating the register. This is the standard in Switzerland.<\/li>\n
- Bearer shares<\/strong>\u00a0do not name the shareholder and are transferred by hand-to-hand delivery, making them less transparent.<\/li>\n<\/ul>\n
Since 2019, bearer shares have been prohibited except for listed companies or those with special authorisation from the Commercial Register. Many companies have been forced to convert bearer shares into registered shares.<\/p>\n
Capital Contribution and Minimum Capital<\/strong>
The recent revision of company law updated the rules for capital formation and increases. It introduced stricter rules for contributions in kind. To pay up part of the capital with non-cash contributions (e.g., a patent or a machine), a detailed report must be provided to ensure the asset\u2019s value matches the nominal value of the shares issued.<\/p>\nAlthough the minimum share capital remains CHF 100,000, the rules for capital increases and reductions have been relaxed. The introduction of a \u201ccapital band\u201d now allows greater flexibility in managing equity, while maintaining a strict legal framework to protect creditors and shareholders.<\/p>\n
\n
\n
\n
FAQ: Share Classes under Swiss Law<\/strong><\/h2>\n<\/strong><\/p>\nQ1: What is a share class in Switzerland?<\/strong>
A share class in Switzerland is a category of shares with specific rights and obligations differing from other shares in the same company. The Swiss Code of Obligations allows this flexibility so companies can tailor their capital and governance structures.<\/p>\n\n
Q2: What are the main types of different share classes in Switzerland?<\/strong><\/p>\n\n- Ordinary shares:<\/strong>\u00a0Voting and dividend rights proportional to nominal value.<\/li>\n
- Preferred shares:<\/strong>\u00a0Generally without voting rights but with financial advantages such as preferential dividends or priority repayment upon liquidation.<\/li>\n
- Shares with preferential voting rights:<\/strong>\u00a0Allow holders to have greater voting power than their capital stake.<\/li>\n
- Participation certificates:<\/strong>\u00a0Financial instruments granting profit and liquidation proceeds but without voting rights.<\/li>\n<\/ul>\n
<\/strong><\/p>\nQ3: How can a company issue different share classes?<\/strong>
The company must explicitly provide for them in its articles of association. A notary drafts these articles and files them with the Commercial Register for them to be valid.<\/p>\n\n
Q4: How do preferential voting shares help retain control of a company?<\/strong>
Swiss law (Art. 693 CO) allows them to have a lower nominal value than ordinary shares while granting the same voting rights. For example, with a 10:1 ratio, a shareholder can own 10% of the capital but 50% of the votes, ensuring control even when opening capital to investors.<\/p>\n\n
Q5: Do preferred shares have voting rights?<\/strong>
No. Preferred shares are designed to attract investors seeking stable returns rather than decision-making power. They are often used in fundraising.<\/p>\n\n
Q6: What is Article 704 CO and what is its role?<\/strong>
It protects minority shareholders from majority abuse by requiring a double majority for fundamental decisions (two-thirds of votes and an absolute majority of nominal values represented).<\/p>\n\n
Q7: Are bearer shares still legal in Switzerland?<\/strong>
No. Since the 2019 reform, bearer shares are generally prohibited to increase transparency and fight money laundering. They must be converted to registered shares unless issued by a listed company or with special authorisation.<\/p>\n\n
Q8: What is the role of My Swiss Company SA in this process?<\/strong>
As a fiduciary with over 15 years\u2019 experience, My Swiss Company SA assists companies in selecting the optimal share classes for their project, drafting articles of association and shareholders\u2019 agreements, and ensuring full legal security for long-term stability.<\/p>\n\n
[\/et_pb_text][\/et_pb_column][\/et_pb_row][\/et_pb_section]<\/p>\n","protected":false},"excerpt":{"rendered":"
Classes of Shares in Switzerland (AG\/SA): Complete Guide to Share Capital, Voting Rights & Governance
\nSwiss corporate law gives companies great flexibility in structuring their share capital. This article explains the classes of shares in Switzerland \u2014 ordinary shares, preferred shares, preferential voting shares, and participation certificates \u2014 with practical examples and references to the Swiss Code of Obligations (CO).<\/p>\n","protected":false},"author":3,"featured_media":9306,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_et_pb_use_builder":"on","_et_pb_old_content":"","_et_gb_content_width":"","inline_featured_image":false,"footnotes":""},"categories":[],"tags":[51],"class_list":["post-9338","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","tag-en"],"_links":{"self":[{"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/posts\/9338","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/comments?post=9338"}],"version-history":[{"count":1,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/posts\/9338\/revisions"}],"predecessor-version":[{"id":10189,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/posts\/9338\/revisions\/10189"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/media\/9306"}],"wp:attachment":[{"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/media?parent=9338"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/categories?post=9338"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/my-swiss-company.com\/en\/wp-json\/wp\/v2\/tags?post=9338"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}