A Swiss company that has issued registered shares must keep a share register recording the owners’ and usufructuaries’ names and addresses (art. 686 CO); only those entered are recognised as shareholders towards the company. Separately, anyone acquiring shares that reach or exceed 25 % of the capital or votes must report the beneficial owner within one month (art. 697j CO), who is recorded in the company’s register of beneficial owners (art. 697l CO). Both registers must be kept in Switzerland and kept up to date — a failure suspends the shareholder’s rights (art. 697m CO).
The share register in Switzerland (art. 686 CO)
A Swiss company limited by shares that has issued registered shares (and a GmbH for its quotas) must keep a share register. It is the authoritative record of who owns the company: only the persons entered in the register are recognised as shareholders or usufructuaries towards the company, and may exercise the related rights. The register must be kept in such a way that it can be accessed in Switzerland at any time.
What the share register must contain
For each registered share, the register records:
- the first name and surname (or company name) and the address of the owner;
- the same details for any usufructuary;
- the dates of acquisition and, where shares are transferred, the change of holder.
The register is kept up to date as shares change hands; a transfer of registered shares takes effect towards the company only once the new holder is entered.
The register of beneficial owners (art. 697j / 697l CO)
Beyond the share register, the company must identify the natural person who ultimately owns it. Anyone who, alone or acting in concert, acquires shares that reach or exceed 25 % of the share capital or votes must notify the company, within one month, of the first name, surname and address of the beneficial owner (art. 697j CO). The company records that person in its register of beneficial owners (art. 697l CO), which — like the share register — is kept in Switzerland and retained for ten years after the person ceases to be a beneficial owner.
The point not to miss
The share register and the register of beneficial owners are two separate records with two purposes: the first establishes who is a shareholder, the second discloses who ultimately controls the company. Both are mandatory, and both must be available in Switzerland.
What happens if the registers are not kept
The sanctions are built into the law. A shareholder who fails to give the beneficial-owner notice within the month has their membership rights suspended and their property rights (such as dividends) forfeited until the notice is made (art. 697m CO). For the company, failing to keep the registers correctly is a governance breach that surfaces immediately at a bank account opening, an audit or a sale of the company.
A note on the new federal transparency register
Separately from the company’s own register described above, Switzerland is introducing a central federal register of beneficial owners held by the Federal Office of Justice (the transparency-of-legal-entities reform), to align with international anti-money-laundering standards. It does not replace the company’s internal register under art. 697l CO — the in-house obligation remains. We will reflect the federal register’s reporting duties here as they enter into force.
Who keeps the registers
Keeping the registers is part of the corporate secretarial function, together with convening the annual general meeting. For a foreign-owned company with no local team, this is one of the obligations most often delegated. Swiss Director Services maintains the share register and the register of beneficial owners in Switzerland and keeps them current — our corporate secretarial services.
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Frequently asked questions
Must a Swiss company keep a share register?
Yes. A company that has issued registered shares must keep a share register recording the owners’ and usufructuaries’ names and addresses (art. 686 CO). Only the persons entered in the register are recognised as shareholders towards the company.
What must the share register contain?
For each registered share, the first name and surname (or company name) and the address of the owner and of any usufructuary, kept up to date as shares change hands. A transfer takes effect towards the company only once the new holder is entered.
What is the register of beneficial owners?
Anyone acquiring shares that reach or exceed 25% of the capital or votes must report the beneficial owner — the natural person who ultimately owns the company — within one month (art. 697j CO). The company records that person in its register of beneficial owners (art. 697l CO), kept in Switzerland.
What happens if the registers are not kept up to date?
A shareholder who fails to report the beneficial owner within one month has their membership rights suspended and their dividend rights forfeited until the notice is made (art. 697m CO). For the company, an incomplete register is a governance breach that surfaces at bank onboarding, audits and any sale.
Is the share register the same as the federal beneficial-owner register?
No. The share register (art. 686 CO) and the company’s register of beneficial owners (art. 697l CO) are internal records kept by the company in Switzerland. The new central federal register held by the Federal Office of Justice is a separate, national transparency register; it does not replace the company’s internal obligations.
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