Seamless chain of ownership with a digital share register
Introduction
Many unlisted Swiss stock corporations manage their share register in Excel or Word. However, these documents only provide a positional view of the shareholder structure - i.e. a snapshot of the current ownership status. Although they therefore meet the minimum legal requirements, they make it difficult to trace ownership transfers at a later date.
After all, what happens if it is subsequently necessary to determine who acquired which shares from whom and when? At the latest during due diligence in the context of financing rounds, when professional investors join the company or when the company is sold, it becomes clear that a complete transaction register is indispensable.
In the following, we show the reasons for this and how this challenge can be met.
Table of contents
- Why a share register in Excel or Word is not enough
- The importance of a transaction register
- Digital solution with Konsento: share register and trade register in one
Why a share register in Excel or Word is not enough
Many public limited companies start with a simple Excel spreadsheet to manage their share register. This seems sufficient at first, but as soon as there are several transactions, the following problems arise:
- No traceability of transactions: Excel or Word only record the current status, but not the history of transfers. The latter must be laboriously determined from deletions, new entries, dates and quantities, which may still work for a few transactions, but is almost impossible for many.
- Missing chain of ownership: In the case of due diligence or a company acquisition, it is not possible to prove beyond doubt who owned the shares at what time.
- Manual susceptibility to errors: Share transfers are often not or incompletely documented, which leads to uncertainties during audits.
At the latest when investors or buyers carry out due diligence in Switzerland, it becomes clear that an incomplete register can slow down the transaction process or, in the worst case, lead to legal uncertainties and to negotiations being broken off.
The importance of a transaction register
A trade register is an indispensable addition to the share register because it offers:
- Chronological record of all transmissions: Each share movement is documented with the date, participants and scope of the transaction.
- Seamless chain of ownership: Every transfer of ownership can be tracked - essential for due diligence, capital increases and financing rounds.
- Legally compliant documentation: The documentation of the sale and transfer of ownership of the shares can be logically linked to a reliable transaction register. This allows defects or formal errors to be identified and rectified at an early stage.
- Exportability: Konsento's share, transaction and investor registers can be easily Export as Excel and PDF and are therefore ideally suited for further processing or, for example, as Proof of ownership structure for banks.
Digital solution with Konsento: share register and trade register in one
The electronic share register of Konsento automatically generates a separate trade repositorywhich records every share transfer in full.
Konsento also offers the option of Declarations of assignment, subscription forms, etc. directly to the respective transactions - either as Original with qualified electronic signature or as Copy of the original with handwritten signature. This enables the Proof of the legally valid transfer of ownership even at a later date, e.g. during due diligenceKonsento's digital register also helps with this, Identify gaps and formal deficiencies in the chain of ownership. If any uncertainties arise, Konsento offers support through Automatic digital cleanups or project-based cleanup solutions together with the company.
Conclusion
A digital share register with an integrated transaction register is not a luxury, but a necessity for any stock corporation with multiple transactions or a complex shareholder structure. Especially for a Due diligence in the context of financing rounds, capital increases or company acquisitions an unbroken chain of ownership is essential.
Konsento provides companies with a legally compliant and fully automated solution that offers transparency, efficiency and security in share management.
Use the Konsento digital share register now - and make sure that your chain of ownership is fully documented at all times. Up to 150 shareholders free of charge!
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