Board resolution re approval transfer of shares

This template provides a resolution of the board of directors of a Swiss corporation (Aktiengesellschaft; société anonyme) regarding the approval of a share transfer.

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The resolution provided by this template can either be produced as minutes of a physical meeting or in the form of a circular resolution of the board of directors.

A resolution in the form of this template is required for the legal validity of a transfer of registered shares (Namenaktien; actions nominatives) in case the articles of association provide for a restriction on transferability (Vinkulierung; restriction à la transférabilité) in accordance with the articles 685b et seq. of the Swiss Code of Obligations (CO). Based on article 716 CO, the board of directors is the competent body to approve (or reject) share transfers. Please note, however, that the articles of association may also delegate this duty to the management (Geschäftsleitung; gestion) or the shareholders’ meeting (Generalversammlung; assemblée générale).

In addition to the approval by the company (in case the shares are restricted in transferability), further acts and/or documents are required for a legally valid transfer of registered shares:

  • Valid underlying transaction (e.g. purchase agreement).
  • Handover of the share certificate representing the shares, or, if no share certificate has been issued, a written assignment. If a share certificate has been issued, an endorsement is required, i.e. a written declaration of the transferor, usually on the backside of the share certificate. Such endorsement, however, can also be replaced by an assignment. Further, the transferee must be registered as a shareholder in the share register.

The following items may be individually configured:

  • Details of the transferor.
  • Details of the transferee.
  • Details regarding the transfer (i.e. number and nominal value of shares).
  • Details regarding the meeting (i.e. date of the meeting, presence of the members etc.) or the circular resolution, respectively.

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