A share certificate (certificat d'actions / Aktienzertifikat) is the legal document evidencing ownership of shares in a Swiss company. Following the reform of the Swiss CO (effective 2021) and the elimination of bearer shares for unlisted companies, all shares in non-listed Swiss SA companies must be nominative shares (actions nominatives / Namenaktien) — registered in the company's share register (registre des actionnaires / Aktienbuch). Bearer shares are no longer permitted for unlisted SA companies; existing bearer shares not converted were automatically invalidated.

The share register is the authoritative record of shareholder identity and rights for a Swiss SA. Transfer of nominative shares requires a written assignment deed (Abtretungserklärung) and inscription of the new owner in the share register before the transfer is enforceable against the company. In an M&A context, the share register review is a standard component of legal and financial due diligence: poorly maintained registers, unformalized historical transfers, or non-converted former bearer shares create title defects that must be remedied before closing.

Since the 2021 CO reform, Swiss SA companies that had not converted their bearer shares are required to do so; unconverted bearer shares are deemed null and void, and the corresponding ownership rights are extinguished. Any buyer of a Swiss SA should verify in due diligence that all bearer shares have been validly converted, and that the share register accurately reflects the capitalization table — an issue Hectelion systematically checks in our Franco-Swiss acquisition due diligences.

At Hectelion, we review share registers and share certificate compliance in our due diligences and M&A advisory mandates on Swiss targets.