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) | — |