What Firmbase takes care of when GmbH shares are transferred
For the transfer of GmbH shares in a GmbH the law requires a written assignment agreement and, unless the articles of association provide otherwise, the consent of the members' meeting. Because the members are entered in the commercial register with the number and nominal value of their GmbH shares, the company files every transfer for entry.
From your details on the assignor, the acquirer, and the number and nominal value of the GmbH shares, we prepare the assignment agreement, the consent resolution of the members' meeting and the filing, and submit them to the commercial register office. Before drafting, we check whether your articles contain special consent rules, rights or obligations. We update the company's share register.
Process up to the commercial register entry
Record
Select the GmbH, enter the assignor, the acquirer, and the number and nominal value of the GmbH shares
- Who
- You
Documents
We prepare the documents
- Who
- Firmbase
Sign
You sign the assignment agreement, the consent resolution and the filing
- Who
- You
Entry
Filing with the commercial register office, entry and publication in the SOGC, update of the share register
- Who
- Firmbase, commercial register office
Assignment agreement and purchase agreement
The assignment agreement records who assigns which GmbH shares to whom: the parties with their names, place of origin or nationality and place of residence, the number of GmbH shares and their nominal value. If the acquirer is not yet a member, the agreement must refer to the rights and obligations under the articles that attach to the GmbH shares. The details must match the registered holdings: the commercial register office enters the acquirer only if there is an unbroken chain of evidence showing that the GmbH shares passed from the registered member to the acquirer.
The assignment agreement is not the purchase agreement. It is submitted with the filing and can be inspected at the commercial register office; this is why it states no price. The seller and the buyer record the purchase price, payment and other terms in a separate purchase agreement.
Consent of the members' meeting
By law, the assignment requires the consent of the members' meeting and takes legal effect only once this consent is given. The meeting can refuse consent without giving reasons; if it does not reject the request within six months of receiving it, consent is deemed given.
The articles of association can deviate from this: waive consent, set out reasons for refusing it, provide for an offer by the company to take over the GmbH shares at their real value, or exclude assignment altogether. They can also provide for additional contribution or ancillary performance obligations and pre-emption or similar rights, and older articles sometimes require notarisation of the assignment even though the law does not. This is why we check your articles before we draft the agreement. If the statutory rule applies without such special features, we prepare the documents directly; otherwise we work them out individually.
Change of members and management
By law, all members manage the company jointly; the articles of association can provide otherwise. The commercial register records membership and management separately. If the acquirer is to become a managing director, the seller is to leave the management or a signing authority is to change, you record this in the same order. We prepare the resolution, for new managing directors the acceptance declaration, and include the change in the same filing.
The GmbH must still be able to be represented by a person who lives in Switzerland and is a managing director or director. If the only such person leaves, a successor is needed.
Scope of services and prices
| Service | Price excl. VAT |
|---|---|
| Transferring GmbH sharesGmbH only | |
| Transfer of GmbH shares | CHF 297 |
All prices excl. VAT.
Several changes in one order. If managing directors leave or join in connection with the transfer, this is included in the price of CHF 297 excl. VAT. If you record further changes in the same order, for example a new company name, the price of the transfer is added to their price.
- Review of the articles for consent rules, special rights and obligations
- Assignment agreement with the information the commercial register office needs
- Consent resolution of the members' meeting
- Filing and submission to the commercial register office
- Update of the share register
- Free advice and professional support
- Commercial register office fees
- Bank fees
- Certification of signatures
- Cost of an audit confirmation where the law requires one, for example for a contribution in kind
We guarantee the entry in the commercial register. If the office rejects the filing, we correct the documents free of charge.
Frequently asked questions
Not by law. Written form is sufficient for the assignment of GmbH shares, that is an agreement signed by the assignor and the acquirer. Older articles of association sometimes require notarisation nonetheless; we check this before drafting. In that case we organise and coordinate the notarisation with the notary.
If the consent of the members' meeting is required by law or the articles, the assignment takes legal effect only once this consent is given. If the articles waive consent, this requirement does not apply. For third parties, registration is decisive: once the entry is published in the Swiss Official Gazette of Commerce (SOGC), nobody can claim to have been unaware of the change of member.
No. For the entry, the commercial register office needs proof that the GmbH shares passed from the registered member to the acquirer and, where required, the consent of the members' meeting. Because the filing and supporting documents can be inspected at the office, our assignment agreement states no price. The seller and the buyer record the purchase price in their own purchase agreement.
The assignment agreement and the filing require the first name and surname, the place of origin or, for foreign nationals, the nationality, the place of residence and the date of birth. Because the new member is entered in the commercial register, the office checks their identity using a valid passport, identity card or Swiss foreign national identity card; a copy is sufficient.
Yes. By law it can refuse consent without giving reasons; the articles can set out the permissible reasons. If the meeting does not reject the request within six months of receiving it, consent is deemed given. If it refuses consent or the articles exclude assignment, the member retains the right to withdraw for good cause.
Not in every case. If a company no longer has any business activity or realisable assets and is over-indebted, the transfer of its GmbH shares is void by law; this is known as shell trading. If the commercial register office has a well-founded suspicion, it requests the current signed annual accounts, for a company with an auditor the audited accounts. If they are missing or confirm the suspicion, the office refuses the entry.
