2. Unlisted registered shares
a. Requirements for refusal
1 The company may refuse to give such consent providing it states good cause cited in the articles of association or offers to acquire the shares from the party alienating them for the company’s own account, for the account of other shareholders or for the account of third parties at their real value at the time the request was made.
2 Provisions governing the composition of the shareholder group which are designed to safeguard the pursuit of the company’s objects or its economic independence are deemed to constitute good cause.
3 Further, the company may refuse entry in the share register where the acquirer fails to declare expressly that he has acquired the shares in his own name and for his own account.
4 Where the shares were acquired by inheritance, divaision of estate, matrimonial property law or compulsory execution, the company may withhold its consent only if it offers to purchase the shares from the acquirer at their real value.
5 The acquirer may request the court at the seat of the company to determine the real value. The costs of the valuation are borne by the company.
6 Where the acquirer fails to decline such offer within a month of notification of the real value, it is deemed accepted.
7 The articles of association may not impose more restrictive conditions on transferability.
1 Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
II. Actions nominatives
1 Sauf disposition contraire de la loi ou des statuts, les actions nominatives sont librement transmissibles.
2 Le transfert par acte juridique peut avoir lieu par la remise du titre endossé à l’acquéreur.
1 Nouvelle teneur selon le ch. I de la LF du 4 oct. 1991, en vigueur depuis le 1er juil. 1992 (RO 1992 733; FF 1983 II 757).