Board resolution re cancellation and issuance of share certificates (registered shares)

This template provides a resolution of the board of directors of a Swiss corporation (Aktiengesellschaft; société anonyme) regarding the cancellation of existing and issuance of new share certificates for registered shares (Namenaktien; actions nominatives).

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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 in any constellation in which existing share certificates for registered shares are to be cancelled and replaced by new share certificates. This is often the case in connection with transactions, e.g. when several sellers transfer their share certificates to one buyer and one new share certificate is to be issued for all transferred shares for reasons of practicability. It is also conceivable, for example, that prior to a transaction, a party holding several share certificates will cancel the existing certificates and issue one new certificate to facilitate the execution of the transaction.

As resolutions in the form of this template are often combined with share transfers, this template contains the option to include a clause to approve share transfers which is required in case of 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).

The following items may be individually configured:

  • Details regarding the meeting (i.e. date of the meeting, presence of the members etc.) or the circular resolution, respectively.
  • Details regarding share transfers to be approved by the board of directors (if any).
  • Details regarding the existing share certificates to be cancelled.
  • Details regarding the new share certificates to be issued.

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