Transferring Shares in a Swiss GmbH

A co-founder leaves, a successor takes over, or a new partner buys in: transferring capital contributions (Stammanteile) is one of the most frequent changes in a GmbH. It is straightforward – if the formal requirements are met. That is exactly where do-it-yourself agreements often fail at the commercial register.

Step 1: The written assignment agreement

The assignment of capital contributions, and any obligation to assign them, must be made in writing. A notarial deed is no longer required. What is often overlooked: the agreement must contain the same references to rights and obligations under the articles as the original subscription – for example additional funding or ancillary obligations, non-compete clauses, or rights of pre-emption. If these references are missing, the assignment is at risk.

Step 2: Consent of the partners' meeting

By default, the transfer only takes effect once the partners' meeting has consented – and the meeting may refuse without giving reasons. The articles can deviate from this:

• waive the consent requirement entirely,
• define the reasons that justify a refusal,
• allow a refusal if the company offers to take over the shares at their real value,
• or exclude transfers altogether (a right to leave for good cause then remains).

We check your articles, prepare the consent resolution and make sure the agreement and the resolution fit together.

Step 3: Entry in the commercial register

All partners of a GmbH are registered publicly with their name, place of residence and capital contribution, so every change must be filed and is published in the Swiss Official Gazette of Commerce. The managing directors sign the application. If the new partner also becomes an authorised signatory – for example as managing director – their signature has to be certified, or they sign with a Swiss qualified electronic signature (QES).

The process with us

1. Enter the transfer in our AI notary assistant – in English, together with any other changes.
2. We prepare the assignment agreement, the consent resolution and the register application, usually within 24 hours.
3. Seller and buyer sign the agreement; the partners consent; the managing directors sign the application – on paper or by QES.
4. We file with the commercial register; the entry is usually made within 5–8 days.

Costs

The share transfer is included in our flat fee of CHF 400 (excl. VAT) for amendments – assignment agreement, consent resolution and register application, also combined with other changes such as a new managing director, at no extra charge. The official register fee for the change of partners is CHF 70; further entries such as a new managing director cost CHF 20 each. Fully digital signing by QES costs CHF 150 extra.

Expecting frequent changes of ownership – investors, employee participation? Then an AG is often the better fit: its shares are easier to transfer and shareholders are not listed in the register. A GmbH can be converted into an AG at any time without liquidation; see GmbH or AG?