Uncertificated securities (Wertrechte)

Swiss law allows a company to forgo issuing physical share certificates and instead issue uncertificated securities (Wertrechte). The company's articles of association must then expressly state that this method of incorporation is used.

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Under this regime, share ownership is no longer evidenced by a paper document such as a traditional Share certificate (Switzerland): it is tracked exclusively through the shareholder register kept by the company, which simplifies the administrative management of a Cap table involving numerous investors or employee shareholders.

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This simplification is not merely administrative: each new issuance of paper certificates in practice requires a signature and physical custody process that slows down transactions in shares, whereas an up-to-date electronic register allows a transfer or a new employee share grant to be recorded within moments, a decisive operational advantage for a startup running through multiple rounds and hires.

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For a fast-growing Swiss startup, which runs through successive financing rounds and employee share grants, opting for Wertrechte from incorporation, or during a bylaws overhaul, significantly lightens closing mechanics compared with repeatedly issuing paper certificates, a point worth anticipating in any financial structuring.