For every Swiss company limited by shares, the share register (Aktienbuch) is more than an internal spreadsheet. It is the record that shows who the company recognises as shareholders and who may exercise shareholder rights. For founders, investors, fiduciaries and legal teams, a clean share register is essential for governance, financing rounds, due diligence and future company changes.
Under Swiss law, a company with registered shares must keep a share register recording the names and addresses of the owners and usufructuaries of those shares. The register must be accessible at any time in Switzerland, and entries must be based on documentary proof of ownership or usufruct. The documents supporting an entry must be retained for ten years after the shareholder or usufructuary has been deleted from the register. (lawbrary.ch)
What information should a share register contain?
At a minimum, the share register should clearly identify each shareholder. This means the full legal name, address and, where relevant, the details of any usufructuary. For legal entities, the company name and registered office should be used. For natural persons, the address should be kept up to date.
In practice, however, a legally and operationally reliable share register should go further. It should include the number of shares held, the share class, the nominal value, the amount paid in, the acquisition date, the transfer date, the previous shareholder, and the legal basis for the acquisition. If the company has different share categories, such as ordinary shares, preferred shares, or voting shares, the register should make this visible.
This matters because the share register is not only a compliance document. It is used to prepare general meetings, calculate voting rights, check dividend entitlements, and answer investor questions. A register that only contains names and addresses may satisfy the basic legal requirement, but it often falls short when the company grows, raises capital, or changes its structure.
Which documents should be kept as evidence?
Every entry should be supported by clear documentation. Depending on the situation, this may include a share purchase agreement, assignment declaration, subscription agreement, board approval, capital increase documents, inheritance documents, or evidence of a merger or restructuring.
The key principle is simple: no entry without proof. Swiss law requires documentary evidence that the share was acquired or that a usufruct exists. (lawbrary.ch) This is especially important during investor onboarding, founder share transfers, employee participation arrangements, and internal restructurings.
The register should also preserve the history of changes. Deleting old shareholders without keeping a trace of the previous position creates avoidable risk. A clean register shows not only who owns the shares today, but also how the ownership structure developed over time.
Do beneficial owners need to be recorded?
For unlisted companies, beneficial ownership must also be considered. A person who acquires shares and reaches or exceeds 25% of the share capital or voting rights must notify the company within one month of the natural person for whom they are ultimately acting. (SwissRights)
This is particularly relevant for international entrepreneurs, holding structures, and investors acting through companies or nominees. The shareholder in the share register and the beneficial owner are not always the same person. A practical setup therefore keeps the share register and the beneficial owner register aligned, while respecting their different functions.
Common mistakes when keeping a share register
The most frequent mistake is treating a cap table as a substitute for the share register. A cap table is useful for fundraising and modelling ownership, but it does not automatically replace the formal company record.
Another common issue is missing documentation. If shares are entered without assignment documents or board approvals where required, the company may struggle to prove who is entitled to exercise shareholder rights.
Outdated addresses are also a problem. Invitations to general meetings, dividend notices, and investor communications depend on accurate shareholder data.
Companies also often forget to update the register after a capital increase, share transfer, founder exit, or restructuring. The result is a mismatch between the articles of association, commercial register filings, investment documents, and internal records.
Finally, many companies overlook retention duties. Supporting documents for an entry must be kept for ten years after the shareholder or usufructuary has been removed from the register. Intentional failures to keep the share register or the beneficial owner register correctly may lead to fines under Swiss criminal law. (SwissRights)
How Hoop helps
A clean share register makes corporate actions faster, safer, and easier to explain. It reduces friction during financing rounds, simplifies general meetings, and helps legal and fiduciary teams work with reliable data.
Hoop supports Swiss companies with a fully online process for incorporations and company changes, helping founders, advisors, and corporate teams manage key corporate steps with clarity and efficiency. When company data, documents, and governance records are handled properly from the start, every later change becomes easier.
A well-maintained share register is not just a legal obligation. It is a foundation for trust.
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
