Share transfer restriction

Share transfer restrictions limit how shares may be sold, assigned or registered to a new holder. In Switzerland they are common in private companies and may appear in articles of association, shareholder agreements or statutory rules for certain share types. Restrictions may require board approval, provide refusal grounds, or grant pre-emption rights among shareholders. For registered shares, entry in the share register is often decisive for exercising shareholder rights. Drafting must balance enforceability, corporate interests, exit possibilities and mandatory law, especially where economic freedom or marketability is affected.