Registration criteria for registered shares with restricted transferability and voting rights

1. Percentual limitation of the voting rights

1.1 Is there a percentage clause?*

1.2 If yes, how high is the percentage threshold?

1.3 Do all or only some classes of security form the decisive basis for calculation?*

1.4 If all classes of security are counted, is the total number of outstanding shares or voting rights or capital the basis for calculating the percentage threshold?

1.5 Is the capital entered in the companies register decisive in each case?*

If not, which (more up-to-date) reference value is used to calculate the actual number of registered shares?

1.6 Is there an association or group clause?*

1.7 Can exemptions from the registration criteria be granted?*

1.8 Are there special exemption provisions for special investors such as mutual funds, institutional investors, etc?*

2. Restriction of acquisition by foreigners

2.1 Is there a foreigners' clause?*  

2.2 Definition of "foreigner":

Are natural persons considered "foreigners" if ...

...if they are Swiss citizens domiciled abroad?*

...if they are foreign nationals with domicile in Switzerland?*

Are legal persons considered "foreigners" if ...

...they are Swiss-controlled and domiciled abroad?*

...they are foreign-controlled and domiciled in Switzerland?*

2.3 Is the foreigners' clause generally applicable, or is there a quota?*

2.3.1 If there is a quota, what is the maximum percentage threshold?

2.3.2 Is this quota fully used at present?

3. Nominee registrations

A nominee is generally a legal entity, appearing in a commercial capacity, which registers shares with the company on behalf of its customer. It does so in its own name but for the account of that customer. This discloses its trustee status and the nominee declares itself, subject to certain conditions, prepared to reveal the identity of its principal to the company. 

3.1 Are fiduciary registrations admitted?

...with voting rights?*

...without voting rights?*

3.2 Is the SEGA nominee model applied?*  

3.3 Are individual nominee models applied?*

* mandatory field




Entry into force date: Directives DRRO

Directive Regular Reporting Obligations

Directive on Regular Reporting Obligations for Issuers of Equity Securities, Bonds, Conversion Rights, Derivatives and Collective Investment Schemes