For many Swiss companies, the share register still exists as a spreadsheet, a scanned PDF, or a file that only one person can find. This may work at the beginning. But as soon as shares are transferred, new investors join, or corporate changes are prepared, an unclear share register becomes a risk.
The good news is simple: Swiss law does not require the share register to be kept on paper. What matters is that the register is complete, reliable, supported by proper documents, and accessible in Switzerland at any time. For founders, investors, fiduciaries, lawyers and legal teams, this means a digital share register is possible, provided it is managed with the right structure and controls.
What must the share register contain?
Under Swiss law, a company with registered shares must keep a share register showing the names and addresses of the owners and usufructuaries of those shares. The register must be accessible at any time in Switzerland, and entries must be based on documentary proof of ownership or usufruct. In relation to the company, the shareholder is the person entered in the share register.
In practice, a useful digital share register should go beyond the legal minimum. It should show who owns which shares, how many shares they hold, the share class, nominal value, acquisition date, transfer date, and relevant ownership history. This is especially important for companies with international shareholders, holding structures, founder transfers, or employee participation plans.
A cap table alone is not enough. A cap table helps you model ownership and dilution. The share register is the formal company record that supports shareholder rights, voting, dividend allocation, and corporate governance.
Which documents should you keep?
Every entry in the share register should be backed by evidence. Depending on the case, this may include a share purchase agreement, assignment declaration, subscription form, board approval, capital increase documents, inheritance documents, merger documents, or other proof showing how the shares were acquired.
Swiss law requires documentary proof for entries in the share register. The supporting documents must be retained for ten years after the owner or usufructuary has been deleted from the share register.
This is a key point for due diligence. When a company raises capital, prepares a sale, changes directors, updates its Commercial Register entry, or responds to investor questions, it is not enough to show who owns the shares today. The company should also be able to show why the register is correct.
Can the share register be digital?
Yes, provided the digital register remains reliable, readable, and accessible. A digital format can make the share register easier to maintain because every change can be recorded, dated, and stored with the relevant supporting documents.
The risk is not digitalisation itself. The risk is using an unstructured file that can be overwritten without traceability. A good digital setup should preserve previous versions, record changes, limit access to authorised users, and keep supporting documents in one place.
Swiss rules on business records also recognise electronic retention, provided records can be made readable again at any time and remain connected to the underlying business transactions. Accounting records and vouchers may be retained on paper, electronically, or in a comparable manner, while annual and audit reports have specific written and signed retention requirements.
For share registers, the practical principle is clear: digital is acceptable when it improves control, not when it creates uncertainty.
Why this matters for international founders and investors
International shareholders often expect clean, digital ownership records. Swiss companies, however, must still respect Swiss corporate law requirements. This creates a need for a system that is both simple for users and suitable for Swiss compliance.
A well-maintained digital share register helps prevent delays during financing rounds, shareholder resolutions, board changes and exits. It also supports fiduciaries and lawyers who need to verify ownership quickly and prepare documents based on accurate information.
The share register should also be aligned with the transparency or UBO register. The share register shows the legal shareholders. The transparency register records the natural persons who ultimately own or control the company. Hoop’s digital register setup is designed to manage both the share register and transparency register in one workspace, with separate views for their different purposes.
Common mistakes to avoid
The most common mistake is updating the share register without keeping the proof. Another is deleting old entries instead of preserving the ownership history. Companies also often mix up the share register, the Commercial Register, and the transparency register, even though each has a different function.
A clean digital process reduces these risks. It helps ensure that every entry has a basis, every change is traceable, and the company can access the right version when it matters.
Manage your share register with Hoop
Hoop helps Swiss companies manage corporate processes digitally, clearly, and securely. With Hoop, you can create and update your share register online, record shareholders and ownership details, capture UBO information, save traceable versions and keep your data accessible for future compliance checks.
Beyond share and transparency registers, Hoop supports a growing range of company services, including company incorporations, company changes in the Commercial Register, company liquidations, debt enforcement extracts and requests, and other digital services for Swiss businesses.
Keep your share register clear from the start. Use Hoop to manage your share register digitally and make future company changes faster, simpler, and more reliable.
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.