Abolition of the bearer share: New criminal sanctions

As of 1 November 2019, the amendments concerning the abolition of the bearer share are expected to come into force. The planned revision of the law will not only bring about changes under civil law, but also new penal sanctions.

Criminal sanctions for shareholders and unitholders

A shareholder or unit holder must notify a company of the first name, surname and address of the beneficial owner within one month of acquiring a stake of 25% of the company's capital (Art. 697j para. 1 CO or Art. 790a CO). Violation of this reporting obligation is now subject to criminal sanctions. Pursuant to Art. 327 nStGB, failure to comply with the reporting obligations under Art. 697j para. 1-4 nOR is punishable by a fine. This applies equally to omitted and false reports.

Criminal sanctions for board of directors and managing directors

The consequences under criminal law are also more severe with regard to the dutiful keeping of directories by board members and managing directors. According to Art. 327a nStGB, anyone who does not keep the following directories in accordance with the regulations or violates the associated obligations under company law is punished with a fine:

  • the share register pursuant to art. 686 paras. 1-3 and 5 CO

  • the share register in accordance with art. 790 paras. 1-3 and 5 CO

  • the list of beneficial owners pursuant to Art. 697l CO or, in the case of ordinary shares, pursuant to Art. 790a para. 5 in connection with Art. 697l CO. Art. 697l CO

The maximum amount of the threatened fines is CHF 10,000.00.

An overview of the civil law implications of the planned revision of the law can be found in our news article of 21 June 2019. Further information can be found in the dispatch on the amendment of the law.

This article was written by Rebecca Isenegger, lawyer.

If you have any questions on this topic, please do not hesitate to contact Sebastian Wälti .

Corporate law, criminal lawGuest author