Participation certificate

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In Austria and Switzerland, the term participation certificate stands for different types of shareholder securities :


Participation certificate for 1000 francs from Hotel Waldstätterhof AG in Brunnen dated April 30, 1991 with bonus coupons for the
dividend in kind

Participation certificates under Swiss law are shares in the participation certificate capital without voting rights, which can be created in addition to the share capital .

Essentially, participation certificates are “shares without voting rights” that are issued against a contribution. The participant is primarily entitled to property rights: the right to participate in the balance sheet profit or the dividend and to distribute the liquidation result as well as the right to purchase new shares . With the introduction of these effects, the need for equity capital without voting rights and for the issue of a tradable non-voting security with a small nominal value was taken into account. In 1963, the first participation certificate was listed on the stock exchange in Switzerland. However, the participation certificates have lost their importance in recent years. The Stock Corporation Act applies to the participation certificates, unless the law provides for deviations.

The participation certificate is to be distinguished from the profit participation certificate under Swiss law . Profit participation certificates are statutory privileges for persons who are connected to the company through previous capital participation or as shareholders, creditors, employees or in a similar way (e.g. patent giver). Participation certificates entitle, for example, to the payment of a share of the profit, to preferably purchase shares or the like.

De facto, non-voting company shares can also arise in the Swiss GmbH: Basic rights sometimes pass to the acquiring person even without the consent of the shareholders 'meeting (inheritance, matrimonial property law, foreclosure), although the participation rights and, in particular, the voting rights are suspended until they are recognized by the shareholders' meeting.


In Austria, the participation certificate is comparable to the German participation certificate : it is a partner paper, i.e. H. its owner acquires a right to the aliquot share of the distributed profit of the exhibitor, but also bears any balance sheet losses up to the complete loss of the paid-in capital. He also acquires a share of the liquidation proceeds, but no voting rights. Participation certificate capital is considered supplementary capital . In the event of bankruptcy , it will only be repaid after all creditors have been satisfied.

Participation certificates are quite common as an instrument for mezzanine financing . Companies that do not have the legal form of a stock corporation are also allowed to issue participation certificates.

Individual evidence

  1. Swiss company law: participation and share capital
  2. Art. 657 OR
  3. ^ Edwin O. Fischer: Finance for Beginners. 4th, revised edition, Oldenbourg, Munich / Vienna 2005, ISBN 3-486-57790-5 , p. 194.