Keeping the share register and register of capital contributions
As at: · fastview ag, Suhr
Professionally responsible: Marco Zanetti and Reto Ackermann, fiduciaries and auditors, fastview ag
Every AG keeps a share register, every GmbH a register of capital contributions, every cooperative a register of its members. In addition there is the register of beneficial owners. This page explains what the registers contain and shows how nunia keeps them and links them with the balance sheet, GM minutes and dividend.
Which registers the CO requires
| Legal form | Register | Basis |
|---|---|---|
| Company limited by shares | Share register with the owners and usufructuaries of the registered shares | Art. 686 CO |
| GmbH | Register of capital contributions with the members and their capital contributions | Art. 790 CO |
| Cooperative | Register of cooperative members | Art. 837 CO |
In addition there is the register of beneficial owners. Since 1 October 2026 it has been governed by the Transparency Act (TJPG, SR 955.3): shareholders and members report to the company within one month the natural person who holds at least 25 % of the capital or votes or otherwise exercises control, and the company reports that person to the transparency register. Art. 697j–697m CO have been repealed; the previous register is retained for ten years. Bearer shares have been permitted only in exceptional cases since 1 May 2021.
The share register in nunia
In nunia the register is located under “Company & resolutions” at “Shareholders & registers”. Which register appears depends on the legal form in the master data. For each entry you record name or company, address, natural or legal person, category (registered shares, shares with privileged voting rights or participation certificates), number, nominal value and the date “since”. Bearer shares can only be kept as legacy holdings.
nunia reconciles the total of the nominal values with the share capital in the balance sheet and shows any difference. “Assign share numbers” numbers the shares consecutively, starting with the founding holdings.
Recording changes traceably
You record purchases, sales, gifts and capital increases in the change journal: as an addition or new issue, transfer, capital increase or removal. On confirmation, nunia strikes through the previous holding and enters the new one with a consecutive transaction number; the old status remains visible. In a transfer, the highest share numbers go to the acquiring person. The most recently recorded change can be reversed.
Register of capital contributions of the GmbH and the cooperative
For the GmbH, nunia takes over the members from the commercial register extract into the register of capital contributions. There is no change journal with share numbers for the GmbH, because capital contributions are not issued as securities. For the cooperative, nunia keeps the register of cooperative members. For associations, foundations, sole proprietorships and partnerships the page is called “Participants & governing bodies”.
Beneficial owners and the transparency register
The “Transparency register” card in the share register proposes from the holdings the natural persons with 25 % or more of the capital or votes and keeps the details required by the Confederation: date of birth, nationalities, municipality and country of residence, type and extent of control. nunia shows the reporting deadline per company under Art. 51 TJPG, generates the reporting sheet in the order of the EasyGov form and reminds you of a follow-up report when a change takes a holding above or below 25, 50 or 75 %. More under Transparency register: reporting obligation and deadlines.
Link to minutes and dividend
From the share register come the participants of the GM minutes with shares and votes and the distribution of the dividend per shareholder. The share valuation under Circular No. 28 uses the number of shares and nominal value from the master data for the tax value per share. In this way, register, minutes and dividend are based on the same information.
What nunia takes care of
- Register per legal form: share register, register of capital contributions or register of cooperative members
- Reconcile nominal values with the share capital in the balance sheet
- Assign share numbers and record changes with a transaction number
- Take over GmbH members from the commercial register extract
- Reporting deadline and reporting sheet for the transparency register
- Provide participants for the GM minutes and the distribution of the dividend
What you decide
- whether a transfer is valid and is entered
- obtaining and checking the reports of beneficial owners and reporting them to the transparency register
- retention of the supporting documents for the entries
- transfer restrictions and approval by the board of directors under the articles of association
Share register template to download
Share register template (Excel): columns under Art. 686 CO (name or company, address, ownership or usufruct, share numbers, number, nominal value, date of entry, reason for acquisition and supporting document, date of deletion), total of current holdings and reconciliation with the share capital by formula, second sheet with notes. Plus a blank version for printing (PDF, A4 landscape).
The template is sufficient for a few shareholders and rare changes. nunia keeps both on an ongoing basis: the share register with change journal and share numbers, and from it the GM minutes with attendance list. Where the share register is needed in the closing is shown in Year-end closing in Switzerland.
This page summarises the legal situation in simplified form and does not replace advice in the individual case. The law, the articles of association and current practice are authoritative.
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Frequently asked questions
Does every AG have to keep a share register?
Yes. The AG keeps a share register of the registered shares with owners and usufructuaries (Art. 686 CO). nunia keeps it with change journal, share numbers and reconciliation to the share capital.
How do I keep the register of capital contributions of a GmbH in nunia?
nunia selects the register of capital contributions according to the legal form in the master data and takes over the members from the commercial register extract. There is no change journal with share numbers for the GmbH.
How are share sales recorded?
In the change journal as a transfer. On confirmation, nunia strikes through the previous holding and enters the new one with a consecutive transaction number.
Does nunia check whether the share register matches the balance sheet?
Yes. nunia compares the total of the nominal values with the share capital in the balance sheet and shows any difference.
Can I record beneficial owners?
Yes. The “Transparency register” card in the share register keeps the beneficial owners under the Transparency Act (TJPG) with the details for the report, the deadline and a reporting sheet for EasyGov.
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