Share register obligation (Switzerland)

Under Swiss CO law (art. 686), every company with registered shares must maintain a share register recording shareholders' names, addresses and holdings, as well as all share transfers. This register is a fundamental legal document: it identifies legitimate shareholders, verifies capital composition and controls statutory transfer restrictions (vinkulierung). In M&A due diligence, reviewing the share register is a standard step — it confirms the declared shareholding structure and identifies any pledges or encumbrances registered on the shares.

‍

Example: due diligence on a Zurich SA reveals a pledge registered on 25% of the shares held by a minority shareholder — collateral for a personal loan. This pledge, invisible in the financial statements, leads the acquirer to require release of the pledge before closing, financed from an advance on the acquisition proceeds to the pledging shareholder.

‍

Hectelion verifies the Swiss share register as a systematic due diligence step to identify all encumbrances, pledges and transfer restrictions on target company shares.