Plan transfer by drafting the contractual agreements
Depending on your jurisdiction you need various contractual documents to transfer the shares. If you are unsure about which contracts you exactly need, please contact our support team ([email protected]).
For example, in Switzerland you need the following contracts and resolutions:
Confirmation of waiver of pre-emptive rights if a shareholders' agreement (SHA) or the articles of association (AoA) grant these rights to existing shareholders.
Sales and purchase agreement (SPA), signed by selling and purchasing party. DocuSign / simple electronic signature (SES) can be sufficient although not recommended.
Separate declaration of assignment (DoA) if shares are NOT held in a securities account OR the DoA is NOT part of the SPA, DoA MUST be signed by wet ink or qualified electronic signature (QES) according to the contract jurisdiction, in this example Swiss law (ZertES), by the selling party.
Shareholders' agreement (SHA) if one exists. DocuSign / simple electronic signature (SES) can be sufficient although not recommended
KYC, e.g., review of the identification documents of the legal person.
Board resolution confirming the transfer if shares are restricted.
Execute transfer by receiving all signatures
Once you have all documents drafted you can execute all agreements by receiving the relevant and formally correct signatures. Review our documentation on document signing if you are unsure about signature standards.
Settle transfer by recording the transaction (tax event)
Once all documents are executed, i.e., signing formally correctly by all contractual parties, you can settle the share transfers.
This is also the tax event, i.e., the share holding starts to run for the share package once the share transfers is legally irrevocable.
Please note that in the case of registered shares with restricted transferability, the entry in the share register should only be made after the board of directors has passed a resolution. This often requires that the shareholder's identity has been verified (‘KYC’) and, if applicable, that the shareholder agreement has been signed, see steps above.
Current and target custody location
Firstly, it is important to check the current custody location of the shares, i.e., where has the selling shareholder the shares under custody:
Company ledger, i.e., in the share book
Shareholder securities account with a custodian bank
Secondly, the question is what is the target custody location, i.e., where does the purchasing shareholder want to keep the shares in custody. Same choices as above.
Contract execution and settlement
Once the current and the target custody location are known the following share transfer options exist:
Company ledger to company ledger:
Execute the legal agreements, e.g., sales and purchase agreement and declaration of assignment.
Use the Aequitec app to settle the share transfer.
Shareholder securities account to shareholder securities account:
Execute the legal agreements, e.g., sales and purchase agreement.
The selling shareholder must instruct his/her custodian bank to transfer the shares according to the sales and purchase agreement.
Use the Aequitec app to settle the share transfer or reconcile the data based on the order processing from the involved banks (e.g., SIX).
For all non-standard cases please contact the Aequitec team: [email protected]