Geneva · Private Lombard Credit · By Introduction
Pledge, Not Disposal Ownership · Dividends · Upside

Borrow against shares, without selling.

A Lombard loan pledges your shares rather than disposing of them — so the position, its income, and its upside stay with you.

Yes — you can borrow against shares without selling them. A Lombard loan advances cash against a pledge of your shares rather than a sale: you pledge the shares as collateral, draw a fraction of their value in cash, and recover them in full on repayment. Because the shares are pledged and not disposed of, you keep ownership, dividends, voting rights, and the upside, and you defer the disposal that a sale would represent.

Key takeaways
  • Borrowing against shares is a pledge, not a sale — the position stays with you.
  • Ownership, dividends, voting rights, and market upside are retained, subject to structuring.
  • No disposal occurs, so the tax event a sale would trigger is generally deferred (not tax advice).
  • Restricted or lock-up shares can sometimes be pledged, subject to the issuer's and market's rules.
  • The trade-off: you take on a loan, interest, and collateral obligations instead of realising cash outright.

The short answer: pledge, not sale

Selling and borrowing look similar from a distance — both put cash in your hands — but they are opposite in substance. A sale transfers ownership of the shares to a buyer and ends your position. A Lombard loan keeps ownership with you and gives the lender security over the shares until the loan is repaid. The shares sit with a qualified custodian under a pledge; you draw cash against a fraction of their value; and when you repay, the pledge is released and your control is unencumbered once more. Nothing has been disposed of.

What you keep

Because the shares remain yours, so do the things that come with owning them. You keep the economic exposure: if the shares rise, the gain is yours, not a buyer's. You generally keep the dividends and the voting rights, subject to how the facility is structured. And you keep optionality — the ability to hold a position you believe in, or one you are restricted from selling, while still raising liquidity against it. For a founder or controlling shareholder, that last point is often the whole reason to borrow rather than sell: a sale would signal something to the market and surrender control, where a pledge does neither.

What you defer

A sale is a disposal, and a disposal is the moment a tax charge can crystallise. A pledge is not a disposal, so while the loan is outstanding and the shares are retained, that event is generally deferred. This can matter a great deal for a concentrated holder sitting on a large unrealised gain — but the treatment depends entirely on your jurisdiction and circumstances. This page is not tax advice. The tax point is one reason holders borrow rather than sell, but you should take professional advice on your own position before acting on it.

Restricted and lock-up shares

Shares are not always freely transferable. A recently listed company's insiders may be under a lock-up; senior holders may face insider-dealing restrictions or blackout periods; and some holdings carry contractual limits on transfer. In some of these cases the shares can still be pledged for a loan even though they cannot readily be sold — but only where the issuer's rules, the terms of the lock-up, and applicable securities law permit it. This is precise, case-by-case work: whether a pledge is possible, and on what terms, has to be established before anything is arranged. It is one of the areas where structuring, rather than the headline product, does the heavy lifting.

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Sell vs borrow, side by side

The choice is not that borrowing is always better than selling — it is that they do different things. The table sets out the trade-off.

Consideration Sell the shares Borrow against them
Ownership Transferred to the buyer; the position ends. Retained by you; the pledge is released on repayment.
Dividends & voting Pass to the buyer. Generally stay with you, subject to structuring.
Market exposure Given up — no further upside or downside. Kept — you retain the upside and the downside.
Cash raised Full net proceeds of the sale. A fraction of value — the loan-to-value.
Disposal / tax point A disposal; a tax charge may crystallise. Not a disposal; the event is generally deferred (not tax advice).
Ongoing obligations None — the position is closed. Interest and collateral maintenance for the term.
Reversibility Reversible only by buying back, at the prevailing price. Reversible by repaying and recovering the shares.

The trade-offs

Borrowing is not free, and it is not for every situation. You take on interest, you commit to maintaining the collateral for the term, and you raise a fraction of the value rather than the whole. If you have no wish to keep the shares, and no tax or disclosure reason to hold them, a sale may simply be cleaner. Borrowing earns its place when you want liquidity and want to keep the position — for its upside, its income, its control, or because selling is restricted or ill-timed. For a fuller comparison against other routes, see liquidity options compared; for the amount you could raise, see how much you can borrow against shares.

Reviewed by

Nicolas Berger

Managing Principal, Lombard Financing

Nicolas is Managing Principal of Lombard Financing, responsible for origination, structuring oversight, and client relationships across the firm's Lombard-credit practice in European and Asian markets.

Origination · Lombard lending · Collateralised financing · Private credit

Last reviewed 15 July 2026

FAQ Common Questions

Borrowing, not selling, answered.

Q · 01Can I borrow against shares without selling them?
Yes. A Lombard loan, or securities-backed loan, advances cash against a pledge of your shares rather than a sale. You pledge the shares as collateral, draw a fraction of their value as cash, and recover the shares in full on repayment. Because the shares are pledged and not sold, you keep the position throughout.
Q · 02Do I keep dividends and voting rights if I borrow against my shares?
In a pledge structure you retain beneficial ownership, so dividends and voting rights generally remain with you, subject to how the specific facility is structured. The pledge gives the lender security over the shares; it is not a transfer of ownership, and the shares return to your unencumbered control when the loan is repaid.
Q · 03Does borrowing against shares trigger a tax event?
A sale is a disposal that may crystallise a tax charge; a pledge is not a disposal, so that event is generally deferred while the loan is outstanding and the shares are retained. Tax treatment depends on your jurisdiction and circumstances, and this is not tax advice — you should take professional advice on your own position.
Q · 04Can I borrow against restricted or lock-up shares?
Sometimes. Shares subject to a lock-up, insider restrictions, or contractual transfer limits can in some cases be pledged, but only where the issuer's rules, the terms of the lock-up, and applicable securities law permit it. Whether it is possible, and on what terms, has to be checked case by case before anything is arranged.
Q · 05Can I borrow against my stock portfolio?
Yes. Borrowing against a stock portfolio is exactly what a Lombard loan does: you pledge the portfolio as collateral and draw cash against a fraction of its value, keeping ownership and the upside. A diversified, liquid portfolio typically supports a higher advance than a single concentrated holding. Indicative terms follow a review of the specific holdings.
Q · 06Can I borrow against a stocks and shares ISA?
In practice, no. This is Lombard lending for substantial holdings of directly held listed shares and securities portfolios, not for tax-wrapped retail accounts such as a stocks and shares ISA, whose rules and scale do not fit an institutional pledge. A concentrated or sizeable listed position held outside a wrapper can, however, be assessed.

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