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

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 2008303.304

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.305

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.306

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.307

3 Re­gistered shares may be con­ver­ted in­to bear­er shares and bear­er shares in­to re­gistered shares.308

4 The shares shall have a nom­in­al value that is great­er than zero.309

5 If share cer­ti­fic­ates are is­sued, they must be signed by at least one mem­ber of the board of dir­ect­ors.310

303 SR 957.1

304 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).

305 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).

306 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).

307 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).

308 Amended by No I of the FA of 19 June 2020 (Com­pany Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).

309 Amended by No I of the FA of 19 June 2020 (Com­pany Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).

310 Amended by No I of the FA of 19 June 2020 (Com­pany Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).