Can a company refuse you shares?

13.3.2 Restriction of the transferability of registered shares

In the case of registered shares, a statutory restriction on transferability, the transfer restriction, is possible (Art. 685a ff. OR). Joint stock companies with personal elements in particular are likely to have an interest in restricting the fundamentally free transferability of membership (Art. 684 Paragraph 1 OR).

Restriction of transferability means that the company can refuse to transfer registered shares on the basis of a statutory provision. A refusal without a recognizable basis for the purchaser is not permitted (so-called cold rejection). In terms of content, the possible reasons for refusal and the consequences of refusal differ for listed (Art. 685d-685g OR) and unlisted registered shares (Art. 685b, 685c OR, Section 13.3.3).

Note

In the regulation for listed registered shares, the focus is on the interest in a functioning capital market (easy trading of the shares) and the possibility of the shareholder to sell his shares. In contrast, the regulation for unlisted registered shares focuses on the company's interest in influencing the composition of the group of shareholders.

example

The NZZ Group is a private stock corporation. Your shares are restricted. “Entry in the share register is limited to 400 shares per shareholder. […] Entry in the share register and transfer of shares require the approval of the Board of Directors. This can be refused, in particular, if the applicant is not of legal age, is not a Swiss citizen or is not a member of the FDP. The Liberal or - without belonging to another party - does not otherwise document the free-spirited democratic attitude required by the company's statutes. "(Annual report of the NZZ -Media Group 2018, p. 69)