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. |