The transfer of shares in a public limited company (SA) is a common operation, whether to bring in a new shareholder, transfer all or part of the capital, or organize an investment exit. Although more flexible than the transfer of shares in an Sàrl, the sale of shares remains subject to specific rules, particularly in cases of statutory restrictions or approval.
Hevea Invest supports you in all stages of the sale, from verifying legal conditions to possible registration with the Commercial Register.
Analysis of statuses and advice on the legal and tax aspects of the transfer.
Drafting of the contract, the transfer declaration, and the minutes in case approval is required.
Update of the share register, notification to the bodies, and, if necessary, registration with the Commercial Register.
Registered shares: their transfer may be subject to the approval of the board of directors (art. 685a CO).
Bearer shares: less common since their gradual elimination, they are only transferable under very strict conditions.
Share register: mandatory for all corporations with registered shares; it must be updated immediately after each transfer.
Taxation: tax consequences (capital gains tax or stamp duty) may arise from the sale depending on the seller’s profile.
Selling shares requires diligence and compliance. Our team supports you at every step for a secure transaction in accordance with Swiss law.
Yes, unless the bylaws include a restriction clause on transfer or a preemption right. We will review your bylaws to verify the applicable procedure.
Yes, unless the statutes include a clause restricting transfer or a right of first refusal. We analyze your statutes to verify the applicable procedure.
No. Unlike the sale of Sàrl shares, the transfer of shares does not require a notarized deed. A written contract is sufficient, provided the statutory conditions are met.
Only if it results in a change of the organs, capital, or other published elements. Otherwise, the transfer is only recorded in the internal share register.
The value can be freely determined between the parties, but must take into account the company’s financial situation. We can direct you to an independent evaluation if necessary.
We handle statutory analysis, document drafting, internal notifications, updating the share register, as well as tax and administrative aspects.
