# Persons and shareholders: roles, the share register, beneficial owners, shareholder loans and interest, dividends with withholding tax (Form 103/110), the yearly certificate

> From the Zendrea manual for AI assistants, generated 2026-10-31 from the knowledge of Zendrea's built-in assistant. All topics: https://www.zendrea.ch/llms.txt; all of them in one file: https://www.zendrea.ch/llms-full.txt. Screen names are quoted in English, account numbers are those of the standard Swiss chart, and nothing here is tax or legal advice.

**Settings → Persons** lists every person connected to the company — not only employees. A person carries **roles** with dates: shareholder / partner (Gesellschafter, Aktionär), board (Verwaltungsrat), management (Geschäftsführung), auditor (Revisionsstelle), beneficial owner (wirtschaftlich berechtigte Person). "Employee" is not a stored role: it comes from the salary data linked to the person (the "Salary data" action opens the employee form, with AHV number, insurance settings and the salary history: the monthly gross and, for hourly staff, the hourly rate). **One person, one set of identity facts:** name, date of birth, address, e-mail, IBAN and, for natural persons, the AHV number, sex and nationality belong to the person. They are edited in the person dialog (the pencil) and shown read-only in the salary data form; payslips, the Lohnausweis, salary payment files, bank matching of salary payments and the AHVeasy file read them through the person. The person has ONE IBAN, used for dividends and, for an employee, the salary. Every salary record belongs to a person: "New employee" creates the person and the salary data in one save (the form asks for first and last name, date of birth, address, e-mail, IBAN, then the AHV number, insurance settings and salary); "Add salary data" (wallet button) on an existing person, e.g. one imported from the register, creates the salary data for that person. Salary data never moves to another person. Deleting a person is refused while share register entries or linked loan accounts refer to it, and always while it has salary data. Legal persons (a holding company owning shares, an audit firm) are persons of kind "company". The roles also fill the Tax Declaration report's **Verwaltungsorgane** card (the organs as they stand today): the chair is read from the role's title ("Präsident des Verwaltungsrates", for a GmbH "Vorsitzender der Geschäftsführung"), so a register import that carries those titles fills it without further input. The same report's **Form 12** card (payments to board and management members, under "Other") lists everyone with a board or management role during the year, and every shareholder who drew a salary, with the net salary from box 11 of their Lohnausweis; the person's salary data must be linked ("Salary data") for the figure and the certificate.

**The share register** (Aktienbuch for an AG under OR 686, Anteilbuch for a GmbH under OR 790) is NOT typed as balances: it is folded from dated **entries** — *issue* (shares created for a person, e.g. at founding or a capital increase), *transfer* (from one person to another), *cancellation* (shares withdrawn, e.g. a restructuring). Each entry carries the number of shares and the **nominal per share** (20 x CHF 1'000 = 20 shares, nominal 1'000). The holdings as of any date, the percentage of the capital (weighted by nominal), and the held-since date derive from these entries; the Persons list shows today's holding per person. A note appears when the recorded nominal does not add up to the registered capital from Settings → Company, or when a transfer exceeds what the transferor held. Nothing here books anything: dividends, capital changes and shareholder loans are separate bookings (shareholder loans are linked to a person through "Loan and current accounts" on the person, with the share of the account's balance that is theirs — one ledger account per loan, never per-person sub-accounts).

**Import from the commercial register** (header chooser; needs the company UID and registration canton in Settings → Company): reads the public cantonal extract — for a GmbH the partners with their Stammanteile and the dated journal, for an AG the board, management, signatories and audit firm (the register does not list an AG's shareholders — they live only in the company's own Aktienbuch). The preview shows one row per person with the proposed action — create, link to an existing person or employee matched by name, or skip — the roles with their start/end dates taken from the journal, and the proposed share register entries (founding = issue; a lot struck and reappearing under another holder = transfer; a restructuring = cancellation + issue), each with its date and the register's reference number. Nothing is written until the user confirms; a re-run links the already-imported persons and marks the entries already there. When the cantonal portal cannot be read, the persons are reconstructed from the SHAB publications of the last years and flagged as possibly incomplete.

**Documents** (free tier, as-of date next to the share register): the **share register PDF** (holders, shares, nominal, percentage, held since, registered capital, notes) and the **beneficial owners PDF** — the OR 697l list of persons holding 25 % or more (OR 697j) plus persons recorded with the beneficial-owner role; when nobody reaches 25 %, the most senior manager is listed as the controlling person under Art. 2a para. 3 AMLA and the document says so. Both are computed from the stored entries at generation time; the files are stored under the company's reports folder.

**The Shareholders table** (Reports → Compensation → **Shareholders** tab; Swiss companies) is the yearly side of the same data: one row per person who held shares at the end of the selected fiscal year or had a loan account linked in it, with the shares and percentage, the **tax value** of the holding, the **loan balance** at the year end ("what the company owes the person"; negative = the person owes the company) and the **interest** of the year, plus three actions mirroring the Lohnausweis row: **create the certificate** (a PDF for the person's private tax return, ordered like the Zurich Wertschriftenverzeichnis: A. shareholding with nominal, tax value per share and total, the 10 % "qualified participation" mark; B. loans and current accounts with opening and closing balance, interest, the ESTV safe-haven rate note and the company's hidden-equity note; under A the dividends RECEIVED in the year with payable date, gross, withholding tax and net), **email it** (regenerated from the books right before sending, logged like the Lohnausweis), and **book the interest on the loan** (a dialog showing what the company owes the person at the year end and the most it may book at the ESTV safe-haven rate — daily-balance method, 30/360, the CHF 1 Mio. tier — then one booking debit interest expense (6920 / 6900) credit the loan account, D series, reference loan:interest:<person>:<year>:<account>; booking again replaces it, "remove" deletes it; no withholding tax on an ordinary shareholder loan). Above the table sits the **tax value per share**: the figure the cantonal tax office sets for the shareholders' wealth tax (circular no. 28 of the Swiss Tax Conference). Small companies rarely receive it — the office sends it only on request, shareholders declare the last known value or the nominal and the assessment corrects it — so the field is OPTIONAL; next to it Zendrea shows an **estimate** from the books with the circular's practitioner method (twice the earnings value from the last two years' results capitalised at the published rate, plus the net asset value, over three, never below the net asset value; net asset value only with fewer than two closed years; the rate is editable), labelled as an estimate the canton's figure overrides, with a "use the estimate" button. The certificate prints the typed value, else the estimate (saying so), else "set by the canton". To get the official figure the user asks the cantonal tax office (Zurich: Kantonales Steueramt, Dienstabteilung Wertschriftenbewertung) for the "Mitteilung des Steuerwerts". Above the table also sits the **dividend tile** (Phase 3): the dividend resolved on the year's profit with its status, and expanded the allocation per shareholder, the three bookings and the actions in order — **Resolve a dividend** (a dialog with the live equity check: balance-sheet profit, the 5 % allocation to the legal profit reserve the law requires (OR 672, until legal profit + capital reserve reach half the share capital, a fifth for a holding), a field for that allocation prefilled with the required amount, what the year's other resolutions already took from the same profit, the distributable ceiling (OR 675), losses covered first (OR 674), negative equity refuses (OR 725b); an ordinary dividend is resolved after the year end (the general meeting approving the accounts), an interim one (OR 675a) during the year, and the other way round is refused; the allocation over the holdings at the record date pro rata to the nominal; saving books the appropriation at the AGM date in one entry, Dr retained earnings / Cr dividends payable 2269 for the dividend and Dr retained earnings / Cr legal profit reserve 2950 for the allocation, reference dividend:resolution:<id>), **Book the payout** (one booking at the payable date: dividends payable to the chosen bank/cash/loan account for the net amount and to withholding tax payable 2206 for the 35 % — choose the shareholder's loan account when the dividend is credited to the current account instead of paid), **Remit the withholding tax** (Dr 2206 / Cr bank; due 30 days after the payable date whether or not the payout is booked), each undoable in reverse order; the resolution cannot change while the payout is booked. The shareholders' 35 % adds up to 35 % of the total gross, as the ESTV computes it. Under each resolution a collapsed **"Withholding tax return"** section (file by / pay by) opens the figures of the ESTV ePortal's "Ordentliche Dividende" wizard step by step, with copy buttons: financial year, date of the general meeting (GmbH: Gesellschafterversammlung, filed within 30 days of it, VStV 21), payable date (the portal wants the meeting's minutes when it differs), currency, the signed annual accounts to upload, total gross dividend, the 35 % the portal computes, own shares, capital and paid-in share, pro rata, the CHF 5 Mio. balance-sheet question, and the payment: ESTV, IBAN CH12 0900 0000 3000 4120 3, a message with the UID, the form and the year end. The form follows the legal form in Settings → Company (103 AG, 110 GmbH in the ePortal; 102 for an interim dividend and 7 for a cooperative on paper; "103 or 110" while the legal form is unknown). There is no ESTV API or file import: the user types these into the portal. The **Deadlines panel** lists "Withholding tax on the <year> dividend: file Form 110 (by <date>) and pay" with the amount, due 30 days after the payable date, done once the remittance is booked; the payment file (the topic [payment-file](https://www.zendrea.ch/docs/payment-file.md)) carries the payouts and the tax. Not built: the notification procedure (Form 106, a Swiss company holding at least 10 % may be paid without the deduction; optional, on paper), so the app always deducts the 35 %, which is always lawful (the holding company reclaims it). The Shareholders table gains **Dividend** and **Withholding tax** columns. The **dividend statement** sits on each shareholder's line of the tile's allocation table, one per dividend (a PDF, Dividendenabrechnung: holding at the record date, gross, 35 % deducted, net, payment date and account, the refund note), with its email next to it. Shareholders reclaim the withholding tax through the private return's Wertschriftenverzeichnis, where the gross dividend is declared. The Deadlines panel lists **"Shareholder certificates <year> (n of m created)"** after every closed year, due two months after the year end (a convention after the Lohnausweis practice; the Zurich private return is due 31 March), done once every recipient has a certificate.

**Paying a dividend, in order** (answer how-to questions with these steps, naming each screen and button): 1. After the year end the general meeting (GmbH: Gesellschafterversammlung) approves the accounts and resolves the dividend → **Resolve a dividend** in the dividend tile (Reports → Compensation → Shareholders); it checks what may be paid and books the appropriation with the reserve allocation. 2. On the payable date → **Book the payout**: the net amount to each shareholder (bank, or credited to their loan account) and the 35 % withholding tax to 2206; the payment file carries the net amounts. 3. Within 30 days of the general meeting, file **Form 103 (AG) or 110 (GmbH)** in the ESTV ePortal (AGOV login); the tile's **Withholding tax return** section lists every field in the portal's order with copy buttons. Zendrea cannot file it for the user. 4. Within 30 days of the payable date, pay the 35 % to the ESTV → **Remit the withholding tax** (the payment file includes it; the Deadlines panel tracks it). 5. Give each shareholder the **dividend statement** (on their line in the tile), and after the year end the **certificate** for the private tax return (Shareholders table), where they declare the gross dividend and reclaim the 35 %.

**Interim dividend (OR 675a):** paid during the year from the CURRENT year's profit, resolved by the general meeting on interim accounts (Zwischenabschluss) that the auditor checks first, unless the company has opted out of the audit, or all shareholders agree and creditors are not put at risk; reported on paper with Form 102. A payout from reserves or from profit carried forward is an ordinary dividend, never an interim one.

**Labels in the user's language** (this topic quotes the English UI; always name screens and buttons as the user sees them): Settings → Persons = DE Einstellungen → Personen, FR Paramètres → Personnes, IT Impostazioni → Persone; Reports → Compensation = DE Berichte → Vergütung, FR Rapports → Rémunération, IT Report → Retribuzioni; its Shareholders tab and the Shareholders table = DE Beteiligte, FR Associés et actionnaires, IT Soci e azionisti; its Salaries tab = DE Löhne, FR Salaires, IT Salari; Import from commercial register = DE Aus dem Handelsregister importieren, FR Importer depuis le registre du commerce, IT Importa dal registro di commercio; Create certificate = DE Bescheinigung erstellen, FR Créer l'attestation, IT Crea l'attestazione; Book the interest = DE Zins buchen, FR Comptabiliser les intérêts, IT Registra gli interessi; Resolve a dividend = DE Dividende beschliessen, FR Décider un dividende, IT Deliberare un dividendo; Book the payout = DE Auszahlung buchen, FR Comptabiliser le versement, IT Registrare il pagamento; Remit the withholding tax = DE Verrechnungssteuer abliefern, FR Acquitter l'impôt anticipé, IT Versare l'imposta preventiva; Withholding tax return = DE Verrechnungssteuer-Abrechnung, FR Décompte de l'impôt anticipé, IT Rendiconto dell'imposta preventiva; Deadlines = DE Fristen, FR Échéances, IT Scadenze.

Point users to the register import before they type partners by hand, and to the Shareholders table (not Settings) for anything per fiscal year.