Closing conditions

Preparations must be made for closing:

  • financial closing (irrevocable obligation to pay)
  • payment into escrow account
  • provision of shares (from a deposit facility if appropriate)
    • preparation of endorsements for nominal shares
    • preparation of transfer for bearer or nominal shares (receipt)
  • preparation of an extraordinary General Meeting, if required
    • procurement of approval of annual accounts and adoption of resolutions on the appropriation of profits or losses
    • granting of discharge
    • dismissal of existing organs
    • election of the individuals which the new owner wishes to appoint to the bodies
  • notice to commercial register for changes to bodies
  • other preparations.
Overview of prerequisites for transfer
Object company limited by shares [AG] limited liability company [GmbH]
bearer shares nominal shares
Valid underlying transaction X X

x

requirement of written form (Article 785(1) of the Swiss Code of Obligations)

Approval of the shareholder meeting

x

requirement of written form (Article 785(1) of the Swiss Code of Obligations)

Transfer of possession (equivalent to delivery) X X
Endorsement x or
Assignment

x

(if order paper, Article 974 of the Swiss Code of Obligations)

x

(Article 785(1)  of the Swiss Code of Obligations)

Equity capital comprised of registered securities

x

transfer of possession (equivalent to delivery)

Right of disposal X X X
Good faith protection Yes Yes No
Entry in register of shareholders Yes (Article 686  of the Swiss Code of Obligations)
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