Declaration of assignment: Who must keep the original and who must keep the copy?
Introduction
The legally valid transfer of shares in Switzerland requires a correctly drawn up declaration of assignment or cession. But which party is responsible for keeping the original document and who should have copies? This question is crucial to ensure both ownership rights and the proper maintenance of the share register. In this article, we explain the requirements for retaining a declaration of assignment in Switzerland and provide practical tips on how you can organize the documentation efficiently and with legal certainty.
Table of contents
- Why is it important to keep a declaration of assignment?
- Who must keep the original?
- Who should keep copies of the declaration of assignment?
- Consequences of the loss of a declaration of assignment
- Efficient solutions with consensus
Why is it important to keep a declaration of assignment?
The declaration of assignment is proof of the legally valid transfer of ownership of shares. Without this document, neither the public limited company nor the purchaser can ensure that the transfer of ownership is legally effective. Proper storage also serves to avoid disputes and secure shareholder rights such as voting rights or dividend entitlements.
Who should keep the original?
The original of the declaration of assignment should be kept by the buyer (assignee), as this document is essential to prove ownership of the shares in the event of a dispute or transaction. Only with the original can he fully exercise his rights as a shareholder.
Who should keep copies of the declaration of assignment?
The seller (assignor)
A copy of the declaration of assignment serves as proof of the completed sale for the seller. This is particularly relevant for tax purposes and for declaring contractual obligations. In addition, companies have a ten-year retention obligation for documents relating to transactions relevant for accounting purposes.
The stock corporation
The company limited by shares must also retain a copy of the declaration of assignment: Swiss company law expressly requires that the supporting documents on which an entry is based must be kept for ten years after the owner or usufructuary has been removed from the share register. Incorrect documentation can have far-reaching legal and financial consequences.
Consequences of the loss of a declaration of assignment
If the declaration of assignment is lost, the transfer of ownership may be considered invalid. This can lead to the following:
- shareholder rights cannot be proven,
- resolutions of the General Meeting are contestable,
- and corporate transactions can be made considerably more difficult. Proper documentation is therefore essential.
Efficient solutions with consensus
Konsento offers innovative solutions for managing your share register and the associated documents.
- Templates for declarations of assignment: Konsento provides legally compliant templates that meet the legal requirements in Switzerland.
- Automatic notification: In the event of a share transfer, Konsento reminds the company representative to draw up a declaration of assignment.
- Documentation: Signed declarations of assignment can be uploaded to Konsento and automatically shared with the seller, the acquirer and the public limited company. This means that all parties have access and the documentation is complete at all times.
- Free share register: For companies with up to 150 shareholders, Konsento offers a free share register that includes all the important functions.
Conclusion
The proper storage of assignment declarations is crucial to ensure legal certainty and transparency when transferring shares. With Konsento's solutions, companies can not only optimize their processes but also minimize legal risks. Try our free share register and experience how easy and efficient managing your shareholder data can be!
Register now for Konsento's free share register.
Sign up for our newsletterto stay up to date with company management.
Or follow us on social media: