8 March 2021
On 1 May 2021, inadmissible bearer shares will be converted into registered shares by force of law. Seize the last opportunity for voluntary conversion.
On 1 November 2019, the Federal Act on the Implementation of Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes (Global Forum Act) entered into force. According to the act, bearer shares only remain permitted if the company has equity securities listed on a stock exchange or if the bearer shares are structured as intermediated securities.
Impermissible bearer shares must be converted into registered shares by 30 April 2021 by public notarisation (amendment of the Articles of Association). Within the same deadline, companies whose bearer shares meet the legal requirements must request registration of the bearer shares as intermediated securities or listed equity securities by the commercial register. The date of entry of the amendment of the articles of association in the daily register by the commercial register is decisive for meeting the deadline.
If the deadline of 30 April 2021 is missed, inadmissible or unregistered bearer shares will by law be converted into registered shares. However, the company is still obliged to adapt the Articles of Association to the conversion by means of public notarisation. Until the amendment has been registered, the commercial register will reject any application to register any other amendment of the articles of association.
Shareholders affected by the mandatory conversion must with the prior consent of the company apply to the court to be entered in the company's share register. Proof of the status as shareholder is mandatory. Until the entry in the share register has been made, all membership rights associated with the shares are suspended and the property rights lapse for the period from 1 May 2021 until the entry in the share register. If the shareholders do not comply with their obligation to give notice in time, their shares will become null and void by force of law on 1 November 2024.
Our notaries will be pleased to carry out the necessary public notarisation together with you at short notice so that a forced conversion and the associated negative consequences do not affect you and your company.
