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


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Art. 685d474

3. Lis­ted re­gistered shares

a. Re­quire­ments for re­fus­al

 

1 In the case of lis­ted re­gistered shares, the com­pany may re­fuse to ac­cept the ac­quirer as a share­hold­er only where the art­icles of as­so­ci­ation en­vis­age a per­cent­age lim­it on the re­gistered shares for which an ac­quirer must be re­cog­nised as share­hold­er and such lim­it is ex­ceeded.

2 The company may also refuse to accept an acquirer ifat the com­pany’s re­quest the ac­quirer fails to de­clare ex­pressly that they have ac­quired the shares in their own name and for their own ac­count,that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares.The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank.475

3 Where lis­ted476 re­gistered shares were ac­quired by in­her­it­ance, di­vi­sion of es­tate or mat­ri­mo­ni­al prop­erty law, entry of the ac­quirer may not be re­fused.

474 In­ser­ted by No I of the FA of 4 Oct. 1991, in force since 1 Ju­ly 1992 (AS 1992 733; BBl 1983 II 745).

475 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).

476 Re­vised by the Fed­er­al As­sembly Draft­ing Com­mit­tee (Art. 33 Par­lPA; AS 19741051).

 

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