A registered share (action nominative) is a share whose ownership is recorded in the company's share register — the holder's name, address and number of shares are documented and can be tracked. It contrasts with bearer shares, which have been largely abolished in Switzerland (Federal Act on the Implementation of FATF Recommendations, 2019). Registered shares may be subject to transfer restrictions (vinkulierung) defined in the company's articles — requiring board approval for any transfer, which may be refused in defined circumstances. In M&A, vinkulierung clauses are a standard due diligence verification point.

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Example: a Swiss SA's articles restrict the transfer of registered shares to competitors — the board may refuse any transfer to a competitor within 6 months of notification. In a sale process, a strategic industrial buyer discovers this restriction: they must either obtain a waiver from the board or structure the acquisition to circumvent the vinkulierung — adding 4–6 weeks to the transaction timeline and creating uncertainty until the board's formal decision.

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Hectelion verifies registered share transfer restrictions and vinkulierung clauses as a systematic step in every Swiss acquisition due diligence.