Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.

of 30 March 1911 (Status as of 1 January 2022)

Art. 622

C. Shares

I. Types

 

1 The shares may be either re­gistered or bear­er shares. They may be is­sued in the form of ne­go­ti­able se­cur­it­ies. The art­icles of as­so­ci­ation may stip­u­late that they may be is­sued as un­cer­ti­fic­ated or ledger-based se­cur­it­ies in ac­cord­ance with Art­icle 973c or 973d, or as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the In­ter­me­di­ated Se­cur­it­ies Act (FISA) of 3 Oc­to­ber 2008289.290

1bis Bear­er shares are per­mit­ted only if the com­pany has equity se­cur­it­ies lis­ted on a stock ex­change or if the bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the FISA and are de­pos­ited with a cus­todi­an in Switzer­land des­ig­nated by the com­pany or entered in the main re­gister.291

2 Shares of both types may ex­ist at the same time in a ra­tio fixed by the art­icles of as­so­ci­ation.

2bis A com­pany with bear­er shares must ar­range for an entry to be made in the Com­mer­cial Re­gister as to wheth­er it has equity se­cur­it­ies lis­ted on a stock ex­change or its bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies.292

2ter If all the equity se­cur­it­ies are del­is­ted, the com­pany must with­in six months either con­vert the ex­ist­ing bear­er shares in­to re­gistered shares or or­gan­ise them as in­ter­me­di­ated se­cur­it­ies.293

3 The art­icles of as­so­ci­ation may provide that re­gistered shares should or may sub­sequently be con­ver­ted in­to bear­er shares or vice versa.

4 The nom­in­al value of a share must be at least 1 centime.294

5 The share cer­ti­fic­ate must be signed by at least one mem­ber of the board of dir­ect­ors295. The com­pany may de­cide that even shares is­sued in large num­bers must bear a hand­writ­ten sig­na­ture.

289 SR 957.1

290 Amended by No I 1 of the FA of 25 Sept. 2020 on the Ad­apt­a­tion of Fed­er­al Law to De­vel­op­ments in Dis­trib­uted Ledger Tech­no­logy, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233).

291 In­ser­ted by No I 1 of the FA of 21 June 2019 on the Im­ple­ment­a­tion of the Re­com­mend­a­tions of the Glob­al For­um on Trans­par­ency and the Ex­change of In­form­a­tion for Tax Pur­poses (AS 2019 3161; BBl 2019 279). Amended by No I 1 of the FA of 25 Sept. 2020 on the Ad­apt­a­tion of Fed­er­al Law to De­vel­op­ments in Dis­trib­uted Ledger Tech­no­logy, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233)

292 In­ser­ted by No I 1 of the FA of 21 June 2019 on the Im­ple­ment­a­tion of the Re­com­mend­a­tions of the Glob­al For­um on Trans­par­ency and the Ex­change of In­form­a­tion for Tax Pur­poses, in force since 1 Nov. 2019 (AS 2019 3161; BBl 2019 279).

293 In­ser­ted by No I 1 of the FA of 21 June 2019 on the Im­ple­ment­a­tion of the Re­com­mend­a­tions of the Glob­al For­um on Trans­par­ency and the Ex­change of In­form­a­tion for Tax Pur­poses, in force since 1 Nov. 2019 (AS 2019 3161; BBl 2019 279).

294 Amended by No I of the FA of 15 Dec. 2000, in force since 1 May 2001 (AS 2001 1047; BBl 2000 4337No 2.2.1 5501).

295 Term in ac­cord­ance with No II 3 of the FA of 4 Oct. 1991, in force since 1 Ju­ly 1992 (AS 1992 733; BBl 1983 II 745). This amend­ment has been taken in­to ac­count throughout the Code.

 

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