Registered shares ( engl. registered share ) or registered share ( Swiss ) is - suggesting other than their name - one belonging to the born to order, securities in which the holder must be registered in the share register of the corporation in order to assert its rights to ( § 67 Section 1 of the Act).
- 5.1 transparency
- 5.2 internationalization
The vast majority of all outstanding shares is legally designed in Germany as bearer share. The rights thereunder may ( § § 929 ff BGB ) are transmitted as with all bearer securities by mere agreement and delivery of the deed. This increases their circulation and traffic capacity, which is essential especially when trading. When trading, it is important that there traded securities without special formalities can be transferred, so are fungible. This fungibility ultimately means that the joint-stock companies, the range of - often changing - holders of their shares is not known by name. Bearer shares are no longer legally provided since 1978 as a normal case, because § 23 para 3 No. 5 AktG contains a presumption in favor of one or other of share. This includes a unique provision in the Articles of Association of the corporation is required, whether the shares are issued in bearer, registered shares or registered shares.
The legislature, however, has since 1861 as an alternative for shares created in Germany the possibility to reverse this anonymity of the shareholders. This has been legally implemented by choosing a different form of transmission, namely as ( Born ) order paper at the registered shares or as a (technical ) Rektapapier in the restricted registered shares.
Case of registered shares only that, a shareholder who is registered as such in the share register ( § 67 para 2 AktG). This means that only the registered in the share register and thus registered shareholder applies to the Company as ( voting and dividend rights ) shareholders. Involved by exchange transactions, banks are obliged to submit the required information in the share register of the corporation ( § 67 paragraph 4 of the AktG ).
Which entered into force on 25 January 2001 "Act for registered shares and to facilitate the exercise of voting rights " ( NaStraG ) modernized the corporate law provisions on the registered share and also loosens the rules applicable to the annual general meeting procedural requirements. In addition to renaming the share register in the share register, the data to be entered where the shareholder were revised ( § 67 para 1 AktG). The secure identification of the shareholder is no longer guaranteed by the specification of the profession, but by the entry of date of birth, while the indication of the place of residence is no longer mandatory. It is sufficient to record ( some ) of an address, which is a direct information channel should be guaranteed to the shareholder. According to § 67 paragraph 6 AktG only access to data about themselves can be sought after. If the registered share transfer, it is - unlike in accordance with § 68 paragraph 3, sentence 2 AktG aF - Production of the shares at the record of the transition no longer required. Thus, the electronic record keeping and updating easier.
Furthermore, the stock corporation law on registered and bearer shares have been largely aligned. Thus, in view of the participation in the General Meeting and exercise their voting rights, the deadline for holders of registered shares and the deadline for the deposit of bearer shares now uniformly seven days ( § 123 paragraph 3 sentence 1, paragraph 4 of the AktG ). In addition, the vote may be exercised now even with registered shares by credit institutions ( § 135 para 1 AktG), and a delegate " for whom it may concern " is also possible ( § 135 section 4 sentence 2 AktG). Finally, the former § 135, paragraph 4, sentence 3 AktG was deleted without replacement, so that in future no longer mandatory to submit the power of attorney and shall be held. Rather, 3 AktG both bearer shares and registered shares at proving the entitlement to vote in accordance with § 135 para 4 sentence comply with only the relevant statute requirements. This applies equally for an appearance on behalf of the shareholder as a representation for whom it may concern.
The ability to hide behind trustees or banks is omitted. Shareholders of registered shares must disclose their identity by entry in the share register. An intentional or grossly negligent breach of the notification requirements ( concealment ) is punishable by a six-month withdrawal of voting rights after correction of the registration.
The law provides an essential basis for the issuance of common shares not fully paid-up shares may be issued only in registered shares ( § 10 para 2 AktG). The Company shall be put in this way in a position to check whether the entered in the share register has sufficient credit for its remaining deposit obligation. Registered shares also offer at formation of the company the option to only paid a portion of the share capital or to introduce non-cash contributions over a longer period in the society.
The law provides for two forms, namely the simple registered share and the special form of restricted registered shares. Both belong to the native order papers; the registered share is transformed into practice by the Issuer to technical Rektapapieren. The law generally allows a corporation to choose between bearer or registered shares. Exceptions apply to investment companies ( § 1 para 6 of the Investment Act ) and companies in which by law must be made to influence the shareholder base through the issuance of restricted shares. These include audit and accounting firms ( § 28 para 5, § 130 para 2 WPO) or tax consulting companies ( § 50 para 2 StBerG), where only the relevant professional support may be partners ..
Easy registered share
Standard case is the registered share ( engl. registered share ), in which an entry with name, date of birth, address and the number of shares held in the share register is required, so that the owner can make all the rights from the share will ( § 67 para 2 AktG ). Since it belongs to the order papers born, subject to the law the existence of a positive order clause. The registered share is transferable by agreement, endorsement and surrender, because § 68 para 1 AktG refers to the provisions of Article 12, Article 13 and Article 16 WG.
The registered share ( engl. registered share with restricted transferability; Latin vinculum: band, ankle) is a special form of registered share represents a registered share requires for its transmission to the approval of the issuing corporation ( § 68 para 2 AktG). Thus, the already low marketability of registered shares will be further restricted. As the Company may refuse to consent to the transfer, the shareholder is registered in the share register first alone entitled to that resulting from the share rights.
Also registered shares are substantively born order papers and not Rektapapiere and can therefore be transferred by endorsement. The required consent to transfer only a limited endorsement of the transport function, but does not change the character as an order paper. In practice, however, registered shares are usually transmitted in the way in blank. The form of the practice issuer provides, in most cases the assignment before. The main factor here is that the required consent to transfer issued will implicitly with the description in the share register and for the more appropriate in blank deliver the documents. In addition, the declaration of assignment completed by the buyer put a sufficient indication of the detected transfer of rights according to § 68 paragraph 3 sentence 2 AktG dar. To be registered shares to technical Rektapapieren.
Registered shares are subject to transfer restrictions, if unwanted shareholders (about competitors or persons located outside of the family) from the purchase of the shares to be excluded from the outset. Is not the issuer of the transfer of ownership, the new transferee shall not vote. When granting a global agreement, the company does not have to agree with every single share purchases. Registered shares are issued by insurance companies or particular ancillary service corporations. Especially in safety-related sectors, such as in the defense and aerospace industries, companies are partly forced by law to issue registered shares. So also emits the German Lufthansa AG since September 1997 registered shares at any time to provide the information required in air transport agreements and in the EU Directives evidence that Lufthansa shares are mostly in German hands.
Transferability and negotiability
Order or even possess particular Rektapapiere a significant hurdle, which significantly limits their marketability, namely the endorsement or assignment as securities legally prescribed transfer form. In § 68 para 3 of the AktG, the corporation is obliged to check the completeness of the Indossamentenkette, but not the authenticity of the signatures.
A blank endorsement is according to § 68 para 1 AktG in conjunction with Article 12, paragraph 3 and Article 13 paragraph 2 of the WG permissible and makes the share at a "technical" bearer instrument, which can be transferred by mere agreement and transfer below. To facilitate the availability on stock exchanges for registered shares, write the stock exchange rules before attaching a Blankoindossaments of registered shares or in blank in registered shares. After shares are available when the last transmission - and only this - is expressed by an endorsement in blank or if - one was in blank or are attached to the shares blank re-registration requests from the seller - in registered shares. For further transfers then a renewed endorsement or assignment is not required, so that the papers in trade resemble the bearer and may be taken in a collective custody. In Germany, the Clearstream Banking AG (formerly German Börse Clearing ) operates for the settlement of registered shares, the system Cascade RS, which also enables electronic means the information required to update the connected share register or the trade date.
The custodian banks submit the trade data via the securities trading system of Deutsche Börse AG ( Cascade RS) electronically to the share register. Be Reported name, address, nationality and number of shares. The banks also inform you of any change of address electronically. In Blankoindossamenten the entry in the register is not required at first, but probably upon exercise of the voting and economic rights.
It is not the custodian banks send out invitation and agenda for the annual general meeting, but the corporation itself form the basis for entries in the run of its share register. Without the relevant registration anyone can own the shares though, but has no voting rights and dividend entitlement.
Reasons for the issuance of registered shares
Since the late nineties, many large corporations have converted their shares from bearer shares to registered shares. This provides the basis of the share register of the issuer more transparency about its shareholder structure and facilitates contact between the company and shareholders ( the "Investor Relations " ) and access to the international capital markets. For bearer shares, these data are only available if a Voting Rights announcement must be made. Thus, since a strongly changing shareholder by, for example, increased interest from financial sponsors ( active financial investors ) through the investor relations departments is much earlier and easier to realize gains the registered share in recent times increasingly important. The end of 2006 the 30 DAX shares traded were 12 registered shares. The total number of joint stock companies with shares now amounts to 62 in Germany
Disadvantages for issuers and investors for the issuance of registered shares, the expenses incurred for the establishment and maintenance of the share register. In addition, it is assumed that especially active or wealthy private investors who want to remain anonymous, be deterred by registered shares from buying these shares in the company.
Registered shares have gained international acceptance as a standard, as this include the usual stock form is in U.S. and UK.
In particular, a listing on the New York Stock Exchange requires registered shares; To get access to this market, put foreign companies here called American Depositary Receipts ( ADR) on, but this may create additional costs and possibly even a reduction in liquidity. As an alternative to ADRs, some companies have converted their shares from bearer to registered shares and can then act in New York as a so-called global registered shares.
Situation in Switzerland
In Switzerland, there are the registered share within the Swiss Code of Obligations. There, too, the shareholders are registered in the share register.