Preferential voting shares are a central element of Swiss company law and important in AG governance. This article examines their meaning and operation in the Swiss legal system.
What are preferential voting shares?
Preferential voting shares are a special type giving shareholders the right to vote on company matters and participate actively in decisions.
Voting rights ordinarily follow nominal value. For preferential voting shares, the articles provide one vote per share regardless of nominal value.
Example: For example, shares of CHF 100 and CHF 1000 nominal value may be issued. Someone with 10 CHF 100 shares then has ten times the voting power of someone with one CHF 1000 share, despite equal capital participation.
Significance of preferential voting shares
Preferential voting shares help steer corporate governance and safeguard voting rights, for example those of founders.
Other points to consider:
Swiss company law requires preferential voting shares to be fully paid up. Their full nominal value must therefore be paid at issue. This ensures a sound financial basis and prevents exercise of voting rights on an unfunded basis.
Advantages of preferential voting shares
Preferential voting shares offer companies and shareholders more flexibility. Companies may issue classes with different voting rights to favour groups or guide strategic decisions.