Amended by Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). See also the Final and Transitional Provisions of of Titles XXIV to XXXIII, at the end of this Code.
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
A. Commercial partnerships
Art. 552
1 A general partnership is a partnership in which two or more natural persons join together without limiting their liability towards creditors of the partnership in order to operate a trading, manufacturing or other form of commercial business under one business name. 2 The members of the partnership must have it entered in the commercial register.
B. Non-commercial partnerships
Art. 553
Where a partnership does not operate a commercial business, it does not exist as a general partnership until it has itself entered in the commercial register.
C. Entry in the commercial register
I. Place of registration
Art. 554
The partnership must be registered in the commercial register for the place where its seat is located.
Art. 554 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Representation
Art. 555
The only details concerning arrangements for representation that are admissible for entry in the commercial register are those which limit it to one partner or specified partners or which provide for representation of the partnership by one partner acting jointly with other partners or with persons vested with a registered power of attorney.
III. Formal requirements
Art. 556
1 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures. 2 Partners who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.
Section Two: Relationship between Partners
A. Freedom of contract, reference to simple partne
Art. 557
1 The relationship between the partners is primarily determined by the partnership agreement. 2 Unless otherwise agreed, the provisions governing simple partnerships apply subject to the modifications set out in the following provisions.
B. Financial reporting
Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 558
1 For each financial year, the profit or loss and each partner’s share thereof are determined on the basis of the annual accounts. 2 The interest on each partner’s share of the capital may be credited to that partner as provided in the agreement even if that share has been reduced by the loss for that financial year. Unless otherwise agreed, the interest rate is four per cent. 3 When calculating the profit or loss, the contractual fee for the work done by a partner is treated as a debt of the partnership.
Para. 1 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
C. Entitlement to profit, interest and fees
Art. 559
1 Each partner has the right to draw profit, interest and fees for the previous financial year from the partnership’s funds. 2 Where so provided under the agreement, interest and fees may be drawn during the financial year, whereas profit may not be drawn until the annual report has been approved. 3 Any profit, interest and fees not drawn by the partner are added to his share of the partnership’s capital once the annual report has been approved, provided that none of the other partners objects.
Para. 2 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Para. 3 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
D. Losses
Art. 560
1 Where a partner’s share of the capital has been reduced by losses, he remains entitled to his fees and the interest on his reduced share but may receive his share of the profit only when his share of the capital has been reconstituted. 2 No partner is obliged to make a higher contribution than stipulated in the agreement or to make good any reduction in his contribution caused by losses.
E. Prohibition of competition
Art. 561
Without the consent of the other partners, no partner may engage in the line of business in which the partnership operates either for his own account or for third parties or participate in another business as a partner with unlimited liability, a limited partner or a member of a limited liability company.
Section Three: Relationship between the Partnershi
A. In general
Art. 562
The partnership may acquire rights, assume obligations, sue and be sued in its own name.
B. Representation
I. General principle
Art. 563
Unless the commercial register contains an entry to the contrary, bona fide third parties may safely assume that any partner has authority to represent the partnership.
II. Scope
Art. 564
1 Any partner entitled to represent the partnership is authorised to carry out in the partnership’s name all transactions that serve the partnership’s objects. 2 Any restriction of the scope of such authority to represent the partnership has no effect as against bona fide third parties.
III. Withdrawal
Art. 565
1 Authority to represent the partnership may be withdrawn from a partner for good cause. 2 Where a partner makes a prima facie case for the existence of good cause and there is risk in delay, on his application the court may issue an interim order withdrawing authority to represent the partnership. The court’s order must be entered in the commercial register.
IV. Registered power of attorney and commercial ag
Art. 566
A registered attorney or commercial agent may be appointed to manage the business of the partnership as a whole only with the consent of all partners authorised to represent the partnership, but such appointment may be revoked as against third parties by any one of them.
V. Transactions and liability in tort
Art. 567
1 The partnership acquires rights and assumes obligations by the transactions concluded in its name by any partner authorised to represent it. 2 For such effect to occur, it is sufficient that the intention to act on behalf of the partnership can be inferred from the circumstances. 3 The partnership is liable in damages for any tort committed by a partner in the exercise of his partnership function.
C. Position of creditors
I. Partners’ liability
Art. 568
1 The partners are jointly and severally liable with their entire assets for all obligations of the partnership. 2 Any contrary agreement between partners is void as against third parties. 3 However, a partner may not be held personally liable for a partnership debt, even after he leaves the partnership, unless he has been declared bankrupt or the partnership has been dissolved or debt enforcement proceedings have been brought against it without success. This does not apply to a partner’s liability under a joint and several contract of surety concluded in favour of the partnership.
II. Liability of new partners
Art. 569
1 A person joining a general partnership is jointly and severally liable with his entire assets together with the other partners even for the partnership’s obligations that predate his accession. 2 Any contrary agreement between partners is void as against third parties.
III. Insolvency of the partnership
Art. 570
1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners. 2 Partners have no claim as creditors in insolvency for their capital contributions and accrued interest, but may assert claims for interest already due, fees and any expenses incurred on the partnership’s behalf.
IV. Insolvency of the partnership and bankruptcy o
Art. 571
1 The insolvency of the partnership does not result in the bankruptcy of the partners. 2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership. 3 The rights of partnership creditors in the event of the bankruptcy of a partner are governed by the Debt Collection and Bankruptcy Act of 11 April 1889.
Para. 3 — SR 281.1
D. Position of personal creditors of partners
Art. 572
1 The personal creditors of a partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims. 2 Enforcement proceedings brought by them are limited to the interest, fees, profit and share in the proceeds of liquidation payable to their debtor in his capacity as partner.
E. Set off
Art. 573
1 A personal creditor of a partner may not set off his claim against a debt owed to the partnership. 2 Similarly, a partner may not set off a debt to a personal creditor against any debt owed by the creditor to the partnership. 3 However, where a partnership creditor is simultaneously the personal debtor of a partner, the two debts may be set off against each other provided the partner may be held personally liable for any resulting debt to the partnership.
Section Four: Dissolution and Withdrawal
A. In general
Art. 574
1 The partnership is dissolved by the commencement of insolvency proceedings against it. In other respects, the provisions governing simple partnerships apply to dissolution except where otherwise provided in this Title. 2 Other than in the event of insolvency, the partners must report the dissolution to the commercial registrar. 3 Where an action for dissolution of the partnership is brought, on application by one of the parties the court may order provisional measures.
B. Termination by personal creditors
Art. 575
1 In the event of the bankruptcy of a partner, the bankruptcy administration may petition for dissolution of the partnership by giving at least six months’ notice even where the partnership was formed for a fixed term. 2 The same right accrues to a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him. 3 However, until such dissolution has been entered in the commercial register, the partnership or the other partners may prevent the notice from taking effect by satisfying the bankrupt estate or the creditor pursuing his claim.
C. Withdrawal of partners
I. Agreement
Art. 576
Where the partners agreed prior to dissolution that, notwithstanding the withdrawal of one or more partners, the partnership will be continued by the remaining partners, it ceases to exist only for those that leave; in other respects it continues with all existing rights and obligations.
II. Exclusion by court order
Art. 577
Where there is good cause for the dissolution of the partnership that pertains chiefly to the person of one or more partners, at the request of all the other partners the court may rule that the partner or partners in question be excluded from the partnership and that their shares of the partnership’s assets be allocated to them.
III. Exclusion by the other partners
Art. 578
Where a partner is declared bankrupt or a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him requests that the partnership be dissolved, the other partners may exclude the partner in question and allocate his share of the partnership’s assets to him.
IV. In the case of two partners
Art. 579
1 Where the partnership comprises two partners only, the partner who has not given rise to any cause for dissolution may, on the same conditions, continue the partnership’s affairs and allocate the other partner’s share of the partnership’s assets to him. 2 The court may issue an order to the same effect where dissolution has been requested for good cause pertaining chiefly to the person of one of the partners.
V. Determining the share
Art. 580
1 The amount payable to a partner leaving the partnership is determined by agreement. 2 Where no provision is made on this matter in the partnership agreement and the parties cannot reach agreement, the court determines the amount with due regard to the asset position of the partnership at the time the partner leaves and any fault attributable to the departing partner.
VI. Registration
Art. 581
The departure of a partner and the continuation of the partnership’s affairs by one of the partners must be entered in the commercial register.
D. Defects in the organisation of the partnership
Art. 581a
In the case of defects in the required organisation of the general partnership the provision of the law on companies limited by shares apply mutatis mutandis.
Art. 581a — Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
Section Five: Liquidation
A. General principle
Art. 582
Following its dissolution, the partnership is liquidated in accordance with the following provisions, unless the partners have agreed on an alternative approach or the partnership’s assets are subject to insolvency proceedings.
B. Liquidators
Art. 583
1 The liquidation is carried out by the partners who are authorised to represent the partnership, unless they are prevented from so doing for reasons pertaining to their person or the partners agree to appoint other liquidators. 2 At the request of a partner, for good cause the court may dismiss certain liquidators and appoint others to replace them. 3 The liquidators are entered in the commercial register, even where the representation of the partnership remains unchanged.
C. Representation of heirs
Art. 584
The heirs of a partner must appoint a joint representative for the purpose of the liquidation.
D. Rights and obligations of the liquidators
Art. 585
1 The liquidators wind up the dissolved partnership’s current business, discharge its obligations, call in all debts receivable and realise its assets as required for the division thereof. 2 They represent the partnership in all transactions carried out for liquidation purposes, are entitled to conduct legal proceedings, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, effect new transactions. 3 Where a partner objects to a decision by the liquidators to sell partnership assets at an overall sale price or to their refusal of such a sale or to the manner in which they intend to dispose of immovable property, at his request the court will decide the matter. 4 The partnership is liable for any damage resulting from torts committed by a liquidator in the exercise of his function.
E. Provisional distribution
Art. 586
1 Funds and other assets not required during the liquidation are distributed among the partners on a provisional basis and brought into account against their final share in the proceeds of liquidation. 2 The funds required to cover disputed obligations or obligations not yet due must be retained.
F. Division
I. Balance sheet
Art. 587
1 The liquidators shall draw up a balance sheet at the beginning of the liquidation. 2 Where the liquidation lasts for an extended period, interim accounts shall be drawn up every year.
Para. 2 — Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in the provisions specified in the AS.
II. Repayment of capital and distribution of surpl
Art. 588
1 Assets remaining after redemption of all partnership debts are used first to repay the capital to the partners and then to pay interest accrued over the liquidation period. 2 Any surplus is distributed among the partners in accordance with the provisions governing partners’ shares in the profit.
G. Deletion from the commercial register
Art. 589
On completion of the liquidation, the liquidators apply to have the partnership’s business name deleted from the commercial register.
H. Archiving of ledgers and other documents
Art. 590
1 The ledgers and other documents of the dissolved partnership are kept for ten years commencing on the date of the partnership’s deletion from the commercial register at a location designated by the partners or, if they cannot reach agreement, by the registrar. 2 The partners and their heirs retain the right to inspect the ledgers and other documents.
Section Six: Prescription
A. Object and prescriptive period
Art. 591
1 Claims of partnership creditors against a partner for partnership debts prescribe five years after the notice of his withdrawal or of the dissolution of the partnership is published in the Swiss Official Gazette of Commerce, unless the debt is by its nature subject to a shorter prescriptive period. 2 Where the debt does not fall due until after such notice, the prescriptive period commences on the due date. 3 Prescription does not apply to claims between partners.
B. Special cases
Art. 592
1 The five-year prescriptive period may not be invoked against a creditor seeking satisfaction solely from undivided partnership assets. 2 Where a partner takes over the partnership’s business with all its assets and liabilities, he may not invoke the five-year prescriptive period against its creditors. By contrast, for partners who have left the partnership, the five-year prescriptive period is replaced by the three-year prescriptive period in accordance with the principles governing assumption of debt; the same applies in the event that a third party takes over the partnership’s business with all its assets and liabilities.
Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Interruption
Art. 593
An interruption of the prescriptive period as against an ongoing partnership or another partner does not interrupt the prescriptive period as against a departing partner.
Title Twenty-Five: The Limited Partnership
Section One: Definition and Formation
A. Commercial partnerships
Art. 594
1 A limited partnership is a partnership in which two or more persons join together in order to operate a trading, manufacturing or other form of commercial business under a single business name in such a manner that at least one person is a general partner with unlimited liability but one or more others are limited partners liable only up to the amount of their specific contributions. 2 Partners with unlimited liability must be natural persons, but limited partners may also be legal entities and commercial enterprises. 3 The partners must have the partnership entered in the commercial register.
B. Non-commercial partnerships
Art. 595
Where a limited partnership does not operate a commercial business, it does not exist as a limited partnership until it has itself entered in the commercial register.
C. Entry in the commercial register
I. Place and contributions in kind
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 596
1 The partnership must be registered in the commercial register for the place where its seat is located. 2 ... 3 Where the specific contributions of limited partners are made wholly or partly in kind, the contribution in kind must be expressly referred to as such and its precise value specified in the registration application and in the entry in the commercial register.
Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 — Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from
II. Formal requirements
Art. 597
1 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures. 2 Partners with unlimited liability who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.
Section Two: Relationship between Partners
A. Freedom of contract, reference to general partn
Art. 598
1 The relationship between the partners is primarily determined by the partnership agreement. 2 Unless otherwise agreed, the provisions governing general partnerships apply subject to the modifications set out in the following provisions.
B. Management of business
Art. 599
The partnership’s affairs are managed by the partner or partners with unlimited liability.
C. Position of limited partners
Art. 600
1 A limited partner is by definition neither entitled nor obliged to manage the affairs of the partnership. 2 Nor is he entitled to object to actions taken by managing partners, providing these fall within the scope of the ordinary business activities of the partnership. 3 He has the right to request a copy of the profit and loss account and the balance sheet and to verify their accuracy by inspecting the partnership’s ledgers and other documents or have them verified by an impartial expert; in the event of dispute, the expert is appointed by the court.
Para. 3 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
D. Share in profit and loss
Art. 601
1 A limited partner’s participation in any loss is limited to the amount of his specific contribution. 2 In the absence of agreement on the limited partners’ share in profits and losses, it is determined by the court at its discretion. 3 Where the limited partner’s specific contribution is not fully paid up or has been subsequently reduced, he may receive the interest, profit and fees due to him only when his contribution has been fully paid in or reconstituted.
Section Three: Relationship between the Partnershi
A. In general
Art. 602
The partnership may acquire rights, assume obligations, and sue and be sued in its own name.
B. Representation
Art. 603
The partnership is represented by its general partner or partners in accordance with the rules governing general partnerships.
C. Liability of general partners
Art. 604
A partner with unlimited liability may be sued for a partnership debt only if the partnership has been dissolved or debt enforcement proceedings have been brought against it without success.
D. Liability of limited partners
I. Acting for the partnership
Art. 605
A limited partner conducting business on behalf of the partnership without stating expressly that he is acting as its registered attorney or commercial agent is liable to bona fide third parties for obligations resulting from such business as if he were a general partner.
II. Lack of registration
Art. 606
Where the partnership has engaged in business prior to being entered in the commercial register, a limited partner is liable to bona fide third parties for obligations resulting from such business as if he were a general partner unless he can prove that the third parties were aware of the limits to his liability.
III. ...
Art. 607
Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 (AS 2016 1507; BBl 2014 9305).
IV. Scope of liability
Art. 608
1 A limited partner is liable to third parties in the amount of his specific contribution as entered in the commercial register. 2 Where he has stated a higher amount to third parties or the partnership has done so with his knowledge, he is liable up to such higher amount. 3 Creditors are at liberty to show that the value ascribed to contributions in kind did not correspond to their real value at the time they were made.
V. Reduction of limited partner’s specific contrib
Art. 609
1 Where by agreement with the other partners or by means of withdrawals a limited partner has reduced his specific contribution as entered in the commercial register or otherwise announced, such modification has no effect as against third parties until it has been entered in the commercial register and published. 2 For obligations contracted prior to such publication, the limited partner remains liable in the unmodified amount.
VI. Creditors’ right of action
Art. 610
1 For the duration of the partnership, its creditors have no right of action against a limited partner. 2 If the partnership is dissolved, the creditors, liquidators and insolvency administrators may request that the limited partner’s specific contribution be allocated to the liquidation or insolvency assets to the extent that it has not been paid in or has been repaid to the limited partner.
VII. Entitlement to interest and profit
Art. 611
1 Limited partners are entitled to interest and profit only where and to the extent that payment thereof does not result in a reduction of their specific contribution. 2 However, limited partners are required to repay interest and profit unlawfully received. Article 64 applies.
Para. 2 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
VIII. Joining limited partnerships
Art. 612
1 A person joining a general or limited partnership as a limited partner is liable with his specific contribution for all partnership liabilities including those that were contracted prior to his accession. 2 Any agreement to the contrary between the partners is void as against third parties.
E. Position of personal creditors
Art. 613
1 The personal creditors of a general partner or a limited partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims. 2 Enforcement proceedings brought by them are limited to the interest, profit and share in the proceeds of liquidation payable to their debtor and any fees due to him in his capacity as partner.
F. Set off
Art. 614
1 Where a partnership creditor is simultaneously the personal debtor of a limited partner, the creditor has no right to set off the two debts against each other unless the limited partner has unlimited liability. 2 In other respects, set off is subject to the provisions governing general partnerships.
G. Insolvency
I. In general
Art. 615
1 The insolvency of the partnership does not result in the bankruptcy of the partners. 2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.
II. Insolvency of the partnership
Art. 616
1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners. 2 Limited partners have no claim as creditors in insolvency for their specific capital contributions.
III. Procedure against general partners
Art. 617
Where the partnership’s assets are insufficient to satisfy the partnership’s creditors, the latter are entitled to seek satisfaction for the entire remainder of their claims from the personal assets of each individual general partner in competition with that partner’s personal creditors.
IV. Bankruptcy of limited partners
Art. 618
In the event of the bankruptcy of a limited partner, neither the partnership’s creditors nor the partnership itself have preferential rights over his personal creditors.
Section Four: Dissolution, Liquidation, Prescripti
Art. 619
1 The provisions governing general partnerships also apply to the dissolution and liquidation of limited partnerships and to the prescriptive periods applicable to claims against the partners. 2 Where a limited partner is declared bankrupt or his share in the proceeds of liquidation is attached, the provisions governing partners in general partnerships apply mutatis mutandis. However, the partnership is not dissolved by the death of a limited partner or his being made subject to a general deputyship.
Para. 2 — Second sentence amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).
Twenty-Sixth title: The Company Limited by Shares
See also the Final Provisions relating to this Title at the end of this Code.
Section One: General Provisions
A. Definition
Art. 620
1 The company limited by shares is a company in which one or more persons or commercial enterprises participate. It is liable for its obligations to the extent of the company’s assets. 2 The shareholders are required only to fulfil the duties specified in the articles of association. 3 A shareholder is any person who holds at least one share in the company.
Art. 620 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
B. Share capital
Art. 621
1 The share capital amounts to at least 100,000 francs. 2 A share capital in the foreign currency required for business operations is also permitted. At the time of foundation, this must have a value equivalent to at least 100,000 francs. If the share capital is in a foreign currency, the accounts must be kept and financial reports must be filed in the same currency. The Federal Council shall specify which currencies are permitted. 3 The general meeting may resolve to change the currency of the share capital at the start of any financial year. In such an event, the board of directors shall amend the articles of association. It shall establish that the requirements of paragraph 2 have been met, and specify the exchange rate applied. The resolutions of the general meeting and of the board of directors must be done as a public deed.
Art. 621 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Shares
I. Types
Art. 622
1 The shares may be either registered or bearer shares. They may be issued in the form of negotiable securities. The articles of association may stipulate that they may be issued as uncertificated or ledger-based securities in accordance with Article 973c or 973d, or as intermediated securities in accordance with the Intermediated Securities Act (FISA) of 3 October 2008. 1bis Bearer shares are permitted only if the company has equity securities listed on a stock exchange or if the bearer shares are organised as intermediated securities in accordance with the FISA and are deposited with a custodian in Switzerland designated by the company or entered in the main register. 2 Shares of both types may exist at the same time in a ratio fixed by the articles of association. 2bis A company with bearer shares must arrange for an entry to be made in the Commercial Register as to whether it has equity securities listed on a stock exchange or its bearer shares are organised as intermediated securi
Para. 1 — SR 957.1 Para. 1 — Amended by No I 1 of the FA of 25. Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233). Para. 1bis — Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes (AS 2019 3161; BBl 2019 279). Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Fed
II. Splitting and consolidating shares
Art. 623
1 By amending the articles of association, the general meeting may divide the shares into shares with a lower nominal value or consolidate them into shares with a higher nominal value, provided the share capital remains the same. 2 The consolidation of shares that are not listed on a stock exchange requires the consent of all the shareholders concerned.
Para. 1 — Term in accordance with No II 1 of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). This amendment has been made throughout the Code. Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Issue price
Art. 624
1 The shares may be issued only at their nominal value or at a price that is higher. This does not apply to the issue of new shares to replace cancelled shares. 2–3 ...
Para. 23 — Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 625
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
D. Content of the articles of association prescrib
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 626
1 The articles of association must contain provisions concerning: 1. the business name and seat of the company; 2. the objects of the company; 3. the total share capital, its currency, and the extent to which it is paid up; 4. the number, nominal value and types of shares; 5. and 6. ... 7. the form of the company’s communications with its shareholders. 2 In a company whose shares are listed on a stock exchange, the articles of association must also contain provisions on: 1. the number of activities that the members of the board of directors, the executive board and the board of advisors may carry out in comparable positions in other undertakings with commercial objects; 2. the maximum term of the contracts that govern the remuneration of members of the board of directors, the executive board and the board of advisors, and the maximum notice of termination for unlimited contracts (Art. 735b); 3. the principles on the duties and responsibilities of the remuneration committee; 4. the deta
Art. 626 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 56 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 7 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (
Art. 627 and 628
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
E. Foundation
I. Deed of incorporation
1. Content
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 629
1 The company is founded when the founder members declare by public deed that they are forming a company limited by shares, lay down the articles of association therein and appoint the governing bodies. 2 In such deed of incorporation, the founder members shall subscribe for the shares and declare that: 1. all the shares are validly subscribed for; 2. that the promised capital contributions correspond to the full issue price; 3. the requirements for payment of capital contributions prescribed by law and the articles of association are met at the time that the deed of incorporation is signed; 4. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents. 3 If the share capital is specified in a foreign currency or if contributions are made in a different currency from that of the share capital, the exchange rates applied must be indicated in the public deed.
Art. 629 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 let. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Share subscription
Art. 630
The share subscription is valid only where: 1. the number, nominal value, type, class and issue price of the shares are specified; 2. an unconditional commitment is given to pay up the capital corresponding to the issue price.
Art. 630 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
II. Supporting documents
Art. 631
1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him or her and the founder members. 2 The following documents must be appended to the deed of incorporation: 1. the articles of association; 2. the incorporation report; 3. the audit confirmation; 4. confirmation that the capital contributions have been deposited in cash; 5. the agreements on contributions-in-kind; 6. …
Art. 631 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 let. 6 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Capital contributions
1. Minimum contribution
Art. 632
1 When the company is founded, capital equivalent to at least 20 per cent of the nominal value of each share must be paid up. 2 In all cases the capital contribution must be at least 50,000 francs. If the share capital is in a foreign currency, the contributions made at the time of foundation must have a value equivalent to at least 50,000 francs.
Art. 632 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Second sentence inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Payment of contributions
a. Money contributions
Art. 633
1 Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934 for the exclusive use of the company. 2 The bank may release the money only when the company has been entered in the commercial register. 3 Money contributions are payments in the currency of the share capital and payments in freely convertible currencies that are different from that of the share capital.
Art. 633 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 — SR 952.0
b. Contributions in kind
Art. 634
1 The items forming a contribution in kind shall satisfy the contribution requirement only if the following requirements are met: 1. They may be entered as assets on the balance sheet. 2. They may be transferred to the company’s assets. 3. On the company being entered in the commercial register, the company immediately acquires ownership and may freely dispose of the items or, in the case of immovable property, receives an unconditional right to enter it in the land register. 4. Their value may be realised by transfer to a third party. 2 The contribution in kind must be agreed in writing. The contract must be done as a public deed if this is required for the transfer of the object. 3 A single public deed is sufficient even if immovable property situated in two or more cantons constitutes the contribution in kind. The deed must be done by a notary at the seat of the company. 4 The articles of association must indicate the items, their valuation and the name of the contributor and the sh
Art. 634 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
c. Offset with a claim
Art. 634a
1 Shares may be paid up by offset with a claim. 2 Offset with a claim shall also satisfy the contribution requirement if the claim is no longer covered by assets. 3 The articles of association must indicate the amount of the claim being offset, the name of the shareholder and the shares that they have been issued. The general meeting may repeal the related provisions of the articles of association after ten years.
Art. 634a — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733: BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
d. Subsequent contribution
Art. 634b
1 The board of directors shall determine the rules governing subsequent contributions in respect of shares that are not fully paid-up. 2 Subsequent contributions may be made in money or in kind, by offset against a claim or by converting freely disposable equity capital.
Art. 634b — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Verification of capital contributions
a. Statutory report
Art. 635
The founder members shall draw up a written statutory report in which they give account of: 1. the nature and condition of contributions in kind and the appropriateness of their valuation; 2. the existence of debts and whether such debts may be set off; 3. the reasons for and appropriateness of special privileges accorded to founder members or other persons.
Art. 635 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Audit confirmation
Art. 635a
A licensed auditor shall verify the incorporation report and confirm in writing that it is complete and accurate.
Art. 635a — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
IV. Special privileges
Art. 636
If special privileges are granted on foundation to the founding members or other persons, the articles of association must indicate the names of the beneficiaries and the nature and value of the privilege granted.
Art. 636 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 637–639
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
F. Entry in the commercial register
I. Company
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 640
The company must be entered in the commercial register at the place where it has its seat.
Art. 640 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. ...
Art. 641
Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
III. …
Art. 642
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
G. Acquisition of legal personality
I. Time; Entry conditions not satisfied
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 643
1 The company acquires legal personality only through entry in the commercial register. 2 It acquires legal personality thereby even if the conditions for such entry were in fact not satisfied. 3 However, where the law or the articles of association were contravened in the foundation of the company such that the interests of creditors or shareholders were substantially jeopardised or harmed, at the request of those creditors or shareholders the court may order that the company be dissolved. … 4 The foregoing right of action prescribes if action is not brought within three months of publication in the Swiss Official Gazette of Commerce.
Para. 3 — Second sentence repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Nullity of shares issued before registration
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 644
1 Shares issued before the company is entered in the commercial register are void; obligations arising from the share subscription are unaffected thereby. 2 A person issuing shares prior to such entry is liable for all resultant losses.
Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Obligations contracted prior to entry
Art. 645
1 A person acting in the name of the company prior to entry in the commercial register is liable personally and jointly and severally for his actions. 2 Where such obligations were incurred expressly in the name of the company to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are relieved of liability and only the company is liable.
Art. 646
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
H. Amendment of the articles of association
Art. 647
The resolution adopted by the general meeting or the board of directors concerning an amendment of the articles of association must be done as a public deed and entered in the commercial register.
Art. 647 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 648 and 649
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
I. Increase and reduction in the share capital
I. Ordinary capital increase
1. Resolution of the general meeting
Art. 650
1 The general meeting may resolve to make an ordinary increase in share capital. 2 The resolution of the general meeting must be done as a public deed and contain the following information: 1. the nominal value or, if applicable, the maximum nominal value by which the share capital is to be increased; 2. the number or, if applicable, the nominal value and type of newly issued shares and preferential rights pertaining to specific classes of shares; 3. the issue price or the authority conferred on the board of directors to set the price, and the date on which the new shares entitle their holders to receive dividends; 4. in the case of contributions in kind: their nature and value, the name of the contributor and the shares issued in return and any other considerations provided by the company; 5. in the case of shares paid up by offset with a claim: the amount of the claim offset, the name of the creditor and the shares due to them; 6. the conversion of freely disposable equity capital; 7
Art. 650 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 651
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 651a
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Share subscription
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652
1 The shares are subscribed in a special document (subscription form) in accordance with the provisions governing the foundation of the company. 2 The subscription form must make reference to the resolution of the general meeting concerning the share capital increase and the related resolution of the board of directors. Where the law requires a prospectus, the subscription form also refers to this. 3 …
Art. 652 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652a
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
3. Subscription right and issue price
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652b
1 Every shareholder is entitled to the proportion of the newly issued shares that corresponds to their existing participation. 2 A resolution by the general meeting to increase the share capital may restrict or cancel this subscription right only for good cause. In particular, the takeover of companies, parts of companies or equity interests and employee share ownership are deemed to be good cause. 3 Where the company has granted a shareholder the right to subscribe to shares, it may not bar them from exercising such a right on the basis of a restriction on the transferability of registered shares laid down in the articles of association. 4 No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the fixing of the issue price.
Art. 652b — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
4. Making of contributions
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652c
Unless the law provides otherwise, capital contributions must be made in accordance with the provisions governing the foundation of the company.
Art. 652c — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
5. Increase from equity capital
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652d
1 The share capital may also be increased through conversion of freely disposable equity capital. 2 The equity capital used to meet the amount of the increase is shown: 1. in the annual accounts as approved by the general meeting and audited by a licensed auditor; or 2. in an interim account audited by a licensed auditor, provided the balance sheet date at the time of the resolution of the general meeting is more than six months in the past. 3 The articles of association must indicate that the capital increase was made by converting freely disposable equity capital.
Art. 652d — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 let. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
6. Capital increase report
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652e
The board of directors shall draw up a written report in which it gives account of: 1. the nature and condition of contributions in kind and the appropriateness of their valuation; 2. the existence of debts and whether such debts may be set off; 3. the free disposability of the equity capital thus converted; 4. compliance with the resolution of the general meeting, in particular concerning restrictions on or cancellation of subscription rights and the allocation of subscription rights that have not been exercised or have been withdrawn; 5. the reasons for and appropriateness of special privileges accorded to specific shareholders or other persons.
Art. 652e — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
7. Audit confirmation
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 652f
1 A licensed auditor shall verify the capital increase report and confirm in writing that it is complete and accurate. 2 No such audit confirmation is required where the capital contribution for the new share capital is made in money, the share capital increase is not for the purpose of funding an acquisition in kind and subscription rights are not restricted or cancelled.
Art. 652f — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
8. Amendment of articles of association and statem
Art. 652g
1 Once the capital increase report and, where required, the audit confirmation are available, the board of directors shall amend the articles of association and declare that: 1. all shares are validly subscribed for; 2. the promised capital contributions correspond to the full issue price; 3. the requirements prescribed by law, the articles of association and the resolution of the general meeting for making the contributions are met at the time of the declarations; 4. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents; 5. it has received the documents on which the capital increase is based. 2 The resolution on the amendment of the articles of association and declarations must be done as public deeds. The notary must name each of the documents supporting the capital increase individually and confirm that the documents were presented to them. The supporting documents must be attached to the public deed.
Art. 652g — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
9. Nullity of shares issued before registration
Art. 652h
Shares issued prior to entering the capital increase in the commercial register are void; the obligations arising from the share subscription remain effective.
Art. 652h — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Increase from contingent capital
1. General principle
Art. 653
1 The general meeting resolve to create contingent capital by granting shareholders, creditors of bonds or similar debt instruments, employees, members of the board of directors of the company or another company in the group or third parties the right to subscribe for new shares (conversion and option rights). 2 The share capital automatically increases whenever and to the extent that such conversion or option rights are exercised and the contribution obligations are discharged by payment or offsetting. 3 The provisions on increasing the share capital from contingent capital also apply mutatis mutandis in the event that conversion and acquisition requirements are imposed. 4 The foregoing paragraphs are subject to the regulations of the Banking Act of 8 November 1934 on reserve capital.
Art. 653 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 4 — SR 952.0
2. Restrictions
Art. 653a
1 The nominal amount by which the share capital may be increased in this contingent manner must not exceed one-half of the share capital specified in the commercial register. 2 The capital contribution must be at least equal to the nominal value.
Art. 653a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Basis in articles of association
Art. 653b
1 The articles of association must stipulate: 1. the nominal value of the contingent capital; 2. the number, nominal value and type of shares; 3. the beneficiaries of conversion or option rights; 4. any restriction or cancellation of the subscription right of existing shareholders, provided they are not allocated the option rights; 5. preferential rights attached to specific classes of shares; 6. the restrictions on the transferability of newly registered shares; 7. the procedure for exercising the conversion or option rights and for waiving these rights. 2 Where the bonds or similar debt instruments to which the conversion or option rights attach are not offered first to the shareholders for subscription, the articles of association must also stipulate: 1. the conditions on which the conversion or option rights may be exercised; 2. the basis on which the issue amount is to be calculated. 3 Conversion or option rights granted before the provision of the articles of association concerni
Art. 653b — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 7 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (A
4. Protection of shareholders
Art. 653c
1 If the shareholders are granted option rights in connection with contingent capital, the rules on the subscription right in the case of an ordinary capital increase apply mutatis mutandis. 2 If bonds or similar debt instruments to which conversion or option rights attach are issued in connection with contingent capital, they must be offered first to the shareholders for subscription in proportion to the shareholders’ existing participations. 3 This priority subscription right may be restricted or cancelled if: 1. there is good cause; or 2. the shares listed on a stock exchange and the bonds or similar debt instruments are issued subject to appropriate conditions. 4 No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the priority subscription right.
Art. 653c — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
5. Protection of beneficiaries of conversion or op
Art. 653d
1 Persons who have a conversion or option right may not be barred from exercising that right on account of restrictions on the transferability of registered shares, unless this possibility is reserved in the articles of association and the prospectus. 2 Conversion or option rights may be adversely affected by a share capital increase, by the issue of new conversion or option rights, or in some other manner only if the conversion price is lowered or the beneficiaries are granted some other form of adequate compensation or if the shareholders suffer the same adverse effect.
Art. 653d — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
6. Execution of capital increase
a. Exercise of rights; capital contribution
Art. 653e
1 The declaration on the exercise of the conversion or option rights shall refer to the provision of the articles of association concerning the contingent capital; where the law requires a prospectus, the declaration must refer to it. 2 Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934 for the exclusive use of the company. 3 The shareholder’s rights are established when the capital contribution is made.
Art. 653e — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 — SR 952.0 Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Audit confirmation
Art. 653f
1 At the end of each financial year, a licensed audit expert shall verify whether the issue of the new shares was in conformity with the law, the articles of association and, if applicable, the prospectus. The external auditor shall confirm this in writing. 2 The board of directors may order the audit to be conducted earlier.
Art. 653f — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
c. Amendment of the articles of association and st
Art. 653g
1 On receipt of the audit confirmation, the board of directors shall amend the articles of association and declare: 1. the number, nominal value and type of the newly issued shares; 2. if applicable the preferential rights that pertain to individual classes of shares; 3. the status of the share capital and of the contingent capital as at the end of the financial year or the date of the audit; 4. that it has received the documents on which the capital increase is based. 2 If the articles of association specify a capital band, the board of directors shall in amending the articles of association adjust the upper and lower limits of the capital band according to the extent of the capital increase, unless the capital is being increased on the basis of authorisation granted to the board of directors to increase the capital with contingent capital. 3 The resolution on any amendment of the articles of association and the declarations must be done in a public deed. The notary must name the foun
Art. 653g — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 653h
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
7. Deletion
Art. 653i
1 The board of directors may repeal or amend the relevant provision of the articles of association on the contingent capital if: 1. the conversion or option rights have expired; 2. no conversion or option rights were granted; or 3. all or some of those entitled have decided not to exercise the conversion or option rights granted to them. 2 The articles of association may only be amended if a licensed audit expert has confirmed the circumstances in writing.
Art. 653i — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Reducing the share capital
1. Ordinary capital reduction
a. Principles
Art. 653j
1 The general meeting may pass a resolution on reducing the share capital. The board of directors shall prepare for and carry out the reduction. 2 The capital may be reduced by reducing the nominal value or by cancelling shares. 3 The share capital may only be reduced below 100,000 francs provided it is at the same time increased again at least to this amount. If the share capital is in a foreign currency, it must be replaced by capital with a value equivalent to at least 100,000 francs. 4 An application to register the reduction of the share capital must be filed with the commercial register office within six months of the resolution of the general meeting, otherwise the resolution becomes invalid.
Art. 653j — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Securing claims
Art. 653k
1 If the share capital is reduced, the board of directors shall notify the creditors that they may request security by registering their claims. The notice must be published in the Swiss Official Gazette of Commerce. Applications to register claims must be made in writing, specifying the amount of and legal grounds for the claim. 2 The company must secure the creditors’ claims to the extent that the previous cover has been reduced by the capital reduction, provided the creditors request it to do so within 30 days of publication in the Swiss Official Gazette of Commerce. 3 The obligation to secure claims lapses if the company meets the claim or proves that there is no risk that the claim will not be met as a result of reducing the share capital. If the audit confirmation is available, it may be presumed that there is no risk that the claim will not be met.
Art. 653k — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
c. Interim account
Art. 653l
If the balance sheet date is more than six months in the past at the time the general meeting passes a resolution to reduce the share capital, the company must prepare an interim account.
Art. 653l — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
d. Audit confirmation
Art. 653m
1 Based on the account and the result of the call on creditors, a licensed audit expert must confirm in writing that the creditors’ claims will be fully covered even if the share capital is reduced. 2 If the audit confirmation is already available at the time that the general meeting passes the resolution, the board of directors shall give notice of the result. The licensed audit expert must be present at the general meeting unless the meeting has dispensed with such presence by unanimous resolution.
Art. 653m — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
e. Resolution of the general meeting
Art. 653n
The resolution of the general meeting on reducing the share capital must be done as a public deed and contain the following information: 1. the nominal value or if applicable the maximum nominal value by which the share capital will be reduced; 2. the method for carrying out the capital reduction, in particular whether the reduction is made by reducing the nominal value or by cancelling shares; 3. the way in which the reduced amount is to be used.
Art. 653n — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
f. Amendment of the articles of association and de
Art. 653o
1 If all the requirements for reducing the share capital are met, the board of directors shall amend the articles of association and declare that the requirements under the law, the articles of association and the general meeting resolution are met at the time of the declarations and that it has received the supporting documents on which the capital reduction is based. 2 The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed. The notary must specify the supporting documents on which the capital reduction is based, and confirm that the documents were presented to him or her. The supporting documents must be attached to the public deed. 3 Funds released by capital reduction may only be paid out to shareholders after the capital reduction has been entered in the commercial register.
Art. 653o — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Capital reduction in the event of negative net
Art. 653p
1 If the share capital is reduced in order to partly or fully correct a situation of negative net worth caused by losses and if a licensed audit expert confirms to the general meeting that the amount of the capital reduction does not exceed the amount of the negative net worth, the provisions relating to an ordinary capital reduction on securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply. 2 The resolution of the general meeting shall contain the information specified in Article 653n. It shall make reference to the result of the audit report and amend the articles of association.
Art. 653p — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Simultaneous reduction and increase in share ca
a. Principle
Art. 653q
1 If the share capital reduced and at the same time increased to at least the previous amount and if the amount of the contribution paid is not reduced, the provisions relating to an ordinary capital reduction on securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply. 2 However, the provisions relating to an ordinary capital increase apply mutatis mutandis. 3 The board of directors need not amend the articles of association, provided the number and the nominal value of the shares and the amount of the contributions made thereon remain unchanged.
Art. 653q — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Cancellation of shares
Art. 653r
1 If the share capital is reduced to zero for the purpose of restructuring and then increased again, the current membership rights of the shareholders lapse at the time of the reduction. Issued shares must be cancelled. 2 When the share capital is increased again, the former shareholders have subscription rights that may not be withdrawn from them.
Art. 653r — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Capital band
1. Authorisation
Art. 653s
1 The articles of association may authorise the board of directors to vary the share capital within a bandwidth (capital band) for a period not exceeding five years. They shall specify the limits within which the board of directors may increase and reduce the share capital. 2 The upper limit of the capital band may not exceed the share capital specified in the commercial register by more than half. The lower limit of the capital band may not be less than half of the share capital specified in the commercial register. 3 The articles of association may restrict the powers of the board of directors. They may in particular provide that the board of directors may only increase or only reduce the share capital. 4 The articles of association may only authorise the board of directors to reduce the share capital if the company has not dispensed with a limited audit of the annual accounts.
Art. 653s — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Principles in the articles of association
Art. 653t
1 If a capital band is introduced, the articles of association must specify the following: 1. the lower and the upper limit of the capital band; 2. the date on which the board of directors’ authority to alter the share capital ends; 3. restrictions on and conditions and requirements for authorisation; 4. the number, nominal value and type of shares and the preferential rights of individual classes of shares or participation certificates; 5. the nature and value of special privileges and the names of the beneficiaries; 6. restrictions on the transferability of newly registered shares; 7. any restriction or cancellation of the subscription right or the good cause for which the board of directors may restrict or cancel the subscription right, and the allocation of subscription rights that have not been exercised or have been withdrawn; 8. the requirements for exercising contractually acquired subscription rights; 9. the authorisation of the board of directors to increase the capital with
Art. 653t — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Increasing and reducing the share capital withi
Art. 653u
1 The board of directors may, within the limits of its authority, increase and reduce the share capital. 2 If the board of directors decides to increase or reduce the share capital, it shall issue the required provisions, unless they are contained in the general meeting’s resolution on authorisation. 3 In the case of a reduction of the share capital within the capital band, the provisions on securing claims, the interim account and the audit confirmation in the case of an ordinary capital reduction apply mutatis mutandis. 4 Following any increase or reduction in the share capital, the board of directors shall make the required declarations and shall amend the articles of association accordingly. The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed. 5 Otherwise, the rules on an ordinary capital increase, a capital increase from contingent capital and a capital reduction apply mutatis mutandis.
Art. 653u — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
4. Increase or reduction of the share capital by t
Art. 653v
1 If the general meeting resolves to increase or reduce the share capital or to change the currency of the share capital during the term of the board of directors’ authorisation, the resolution on the capital band shall lapse. The articles of association must be amended accordingly. 2 If the general meeting resolves to introduce contingent capital, the upper and lower limits of the capital band shall increase to the extent of the increase in the share capital. The general meeting may instead subsequently resolve to authorise the board of directors to increase the capital with conditional capital within the limits of the existing capital range.
Art. 653v — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Preference shares
1. Require-ments
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 654
1 Pursuant to or by amendment of the articles of association, the general meeting may resolve that preference shares be issued or that existing shares be converted into preference shares. 2 Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association. 3 The same applies to any proposal to vary or cancel preferential rights attached to the preference shares that were conferred pursuant to the articles of association.
Art. 655
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Status of preference shares
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 656
1 Preference shares enjoy the preferential rights vis-à-vis ordinary shares that are expressly conferred on them by the original articles of association or by amendment thereof. In other respects, they are of equal status with the ordinary shares. 2 In particular, preferential rights may relate to the dividend, with or without rights to cumulative dividends, to the share in the proceeds of liquidation and to subscription rights in the event that new shares are issued.
J. Participation certificates
I. Definition; applicableregulations
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 656a
1 The articles of association may provide for participation capital divided into specific amounts (participation certificates). These participation certificates must be in the same currency as the share capital. They are issued against a capital contribution, have a nominal value and do not confer the right to vote. 2 Unless otherwise provided by law, the provisions governing share capital, shares and shareholders also apply to the participation capital, participation certificates and participation certificate holders. 3 The participation certificates must be designated as such. 4 Participation capital may be created: 1. on foundation; 2. by an ordinary capital increase; 3. by a capital increase from contingent capital; 4. within a capital band. 5 The conversion of shares into participation certificates requires the consent of all the shareholders concerned.
Art. 656a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 4 let. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 5 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005;
II. Participation and share capital
Art. 656b
1 The part of the participation capital composed of participation certificates that are listed on a stock exchange may not exceed ten times the share capital specified in the commercial register. The remaining part of the participation capital must not exceed an amount equal to double the share capital specified in the commercial register. 2 The provisions governing minimum capital do not apply. 3 The participation capital must be added to the share capital when: 1. forming the statutory retained earnings; 2. using the statutory capital reserves and retained earnings; 3. assessing whether there is a situation of negative net worth or loss of capital; 4. restricting the extent of an increase in capital from contingent capital; 5. determining the lower and upper limits of a capital band. 4 The thresholds must be calculated separately for shareholders and participation certificate holders when: 1. instigating a special investigation in the event that a related motion is rejected by the ge
Art. 656b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Legal status of the participation certificate
1. In general
Art. 656c
1 Participation certificate holders have no right to vote and, unless otherwise provided by the articles of association, none of the rights associated therewith. 2 Rights associated with the right to vote are the right to convene a general meeting, the right to attend such a meeting, the right to information, the right of inspection and the right to table agenda items and motions. 3 Subject to the same requirements as the shareholder, the participation certificate holder has the right to instigate a special investigation. If the articles of association do not provide for any more far-reaching rights, the participation certificate holder may submit a written request for information, access to documents or the instigation of a special investigation to the general meeting.
Art. 656c — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Notice of and information on resolutions of gen
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 656d
1 Whenever a general meeting is convened, notice must be given to participation certificate holders together with the agenda items and the motions tabled. 2 Any participation certificate holder may request access to the minutes within the 30 days following the general meeting.
Art. 656d — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Representation on the board of directors
Art. 656e
The articles of association may grant participation certificate holders the right to have a representative on the board of directors.
Art. 656e — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
4. Pecuniary rights
a. In general
Art. 656f
1 The articles of association must not place participation certificate holders at a disadvantage as against shareholders in respect of the distribution of the disposable profit and the proceeds of liquidation and subscription to new shares. 2 Where several classes of shares exist, the participation certificates must be treated as at least equivalent to the lowest ranking class of shares. 3 Amendments to the articles of association and other resolutions of the general meeting that adversely affect the position of participation certificate holders are permitted only if they also adversely affect the position of the shareholders to whom the participation certificate holders are equal in status to the same degree. 4 Unless otherwise provided by the articles of association, the preferential rights of participation certificate holders and their rights to participate in the company’s governance as laid down by the articles of association may be restricted or cancelled only with the consent of
Art. 656f — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
b. Subscription rights
Art. 656g
1 Where participation capital is created, the shareholders have a subscription right as for the issue of new shares. 2 The articles of association may provide that shareholders may subscribe only to shares and participation certificate holders only to participation certificates where the share capital and the participation capital are to be increased simultaneously in the same proportions. 3 Where only the participation capital or only the share capital is to be increased or one is to be increased by a greater proportion, the subscription rights must be allocated so that shareholders and participation certificate holders may retain their relative participations in the overall capital.
Art. 656g — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
K. Dividend rights certificates
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). The correction by the FA Drafting Commettee of 2 July 2025, published 8 July 2025 concerns the Italian text only (AS 2025 447).
Art. 657
1 The articles of association may provide for the creation of dividend rights certificates in favour of persons linked with the company by previous capital participation or by virtue of being shareholders, creditors, employees or similar. The articles of association must indicate the number of dividend rights certificates issued and the nature of the associated rights. 2 Such dividend rights certificates entitle their holders only to a share in the disposable profit or the proceeds of liquidation or to subscribe to new shares. 3 The dividend rights certificate must not have a nominal value; it must not be called a participation certificate or issued in exchange for a capital contribution stated as an asset in the balance sheet. 4 By operation of law, the beneficiaries under dividend rights certificates form a community to which the provisions governing the community of bond creditors apply mutatis mutandis. However, a decision to waive some or all rights under dividend rights certifica
Art. 657 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 658
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
L. Own shares
I. Requirements for and restrictions on acquisitio
Art. 659
1 The company may acquire its own shares only where freely disposable equity capital is available at its acquisition value. 2 The acquisition by a company of its own shares is limited to 10 per cent of the share capital specified in the commercial register. 3 If the acquisition is connected with a restriction on transferability or an action for dissolution, the foregoing upper limit is 20 per cent. The shares that exceed the threshold of 10 per cent must be sold or cancelled by means of a capital reduction within two years.
Art. 659 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Consequences of acquisition
Art. 659a
1 If a company acquires its own shares, the right to vote and the rights associated therewith for these shares shall be suspended. 2 The right to vote on the company’s own shares and the rights associated therewith shall also be suspended if the company transfers its own shares and it is agreed to take back or return the shares concerned. 3 If the right to vote is exercised, even though it is suspended, the provisions governing unauthorised participation in the general meeting (Art. 691) apply. 4 The company must indicate an amount equivalent to the cost of acquiring its own shares on its balance sheet as negative items in the equity capital (Art. 959a para. 2 no 3 let. e).
Art. 659a — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Own shares in the group
Art. 659b
1 If a company controls one or more undertakings (Art. 963), any acquisition of its shares by such an undertaking is subject to the same restrictions and has the same consequences as the acquisition of its own shares mutatis mutandis. 2 The controlling company must show a separate amount equivalent to the acquisition value of these shares for the shares in accordance with paragraph 1 as statutory retained earnings.
Art. 659b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Section Two: Rights and Obligations of Shareholder
A. Entitlement to a share of the profits and proce
I. In general
Art. 660
1 Every shareholder is entitled to a pro rata share of the disposable profit to the extent that the distribution of such profit among the shareholders is provided for by law or the articles of association. 2 On dissolution of the company, the shareholder is entitled to a pro rata share of the liquidation proceeds, unless otherwise provided by those articles of association that relate to the allocation of the assets of the dissolved company. 3 The preferential rights attaching to specific classes of shares stipulated in the articles of association are reserved.
Art. 660 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
II. Calculation method
Art. 661
Unless the articles of association provide otherwise, the share of the profits and the proceeds of liquidation are calculated in proportion to the amounts paid up on the share capital.
Art. 662
Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 662a
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 663
Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 663a and 663b
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
B. …
Art. 663bbis
Inserted by No I of the FA of 7 Oct. 2005 (Transparency in relation to remuneration of members of the board of directors and the executive board) (AS 2006 2629; BBl 2004 4471). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 663c
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 663d–663h
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 664 and 665
Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 665a
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 666 and 667
Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 668
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 669
Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
Art. 670
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Reserves
I. Statutory capital reserve
Art. 671
1 The following shall be assigned to the statutory capital reserve: 1. any share issue proceeds in excess of the nominal value and the issue costs; 2. the amounts paid up on forfeited shares (Art. 681 para. 2) that have been retained, unless there is a shortfall on the shares newly issued in return; 3. other contributions and advances made by holders of equity securities. 2 The statutory capital reserve may be repaid to the shareholders if the statutory capital reserves and retained earnings, under deduction of any losses, exceed one half of the share capital specified in the commercial register. 3 Companies whose primary purpose is to hold equity participations in other companies (holding companies) may repay the statutory capital reserve to the shareholders if the statutory capital reserves and retained earnings exceed 20 per cent of the share capital specified in the commercial register. 4 The statutory retained earnings for the company’s own shares in the group (Art. 659b) and the
Art. 671 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 671a and 671b
Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Statutory retained earnings
Art. 672
1 5 per cent of the annual profit shall be assigned to the statutory retained earnings. If there is a loss carried forward, it must be cleared before the profit is assigned to the reserve. 2 The statutory retained earnings shall be increased until, when taken together with the statutory capital reserve, they reach one half of the share capital specified in the commercial register. Holding companies must increase the statutory retained earnings until, when taken with the statutory capital reserve, they reach 20 per cent of the share capital specified in the commercial register. 3 Article 671 paragraphs 2, 3 and 4 applies mutatis mutandis to calculating and using the statutory retained earnings.
Art. 672 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Voluntary retained earnings
Art. 673
1 The general meeting may provide for the formation of voluntary retained earnings in the articles of association or by resolution. 2 Voluntary retained earnings may only be formed if justified in order to ensure the long-term prosperity of the undertaking, taking account of the interests of all the shareholders. 3 The general meeting may pass a resolution on using voluntary retained earnings, subject to the rules on offsetting losses.
Art. 673 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Offsetting losses
Art. 674
1 Losses must be offset in the following order against: 1. the profit carried forward; 2. the voluntary retained earnings; 3. the statutory retained earnings; 4. the statutory capital reserve. 2 Instead of being offset against the statutory retained earnings or the statutory capital reserve, remaining losses may also be carried forward in part or in their entirety to the next annual accounts.
Art. 674 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
D. Dividends, interest before commencement of oper
I. Dividends
Art. 675
1 No interest may be paid on the share capital. 2 Dividends may be paid only from the disposable profit and from reserves formed for this purpose. 3 Dividends may only be fixed after the assignments have been made to the statutory retained earnings and the voluntary retained earnings.
Para. 2 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 3 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Interim dividends
Art. 675a
1 The general meeting may resolve to pay an interim dividend based on an interim account. 2 The external auditor must review the interim account before the general meeting passes the resolution. No audit is required if the company is not required to have its annual accounts reviewed by an external auditor in a limited audit. The audit may be dispensed with if all the shareholders agree to paying the interim dividend and the creditors’ claims are not put at risk thereby. 3 The provisions governing dividends apply (Art. 660 para. 1 and 3, 661, 671–674, 675 para. 2, 677, 678, 731 and 958e).
Art. 675a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Interest before commencement of operations
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 676
1 The shareholders may be paid interest out of the investment account for the time required to prepare and build up the company prior to commencement of full operations. The articles of association must stipulate the latest time by which payment of such interest must cease. 2 If the company is expanded by means of an issue of new shares, the resolution concerning the capital increase may provide for a specified amount of interest to be paid on the new shares from the investment account until a precisely defined date, which must be no later than the date on which the new operational facility commences operations.
IV. Shares of profits paid to board members
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 677
Shares of the profit may be paid to members of the board of directors only out of the disposable profit and only after the allocation to the legal reserve has been made and a dividend of 5 per cent or a higher percentage laid down by the articles of association has been paid to the shareholders.
Art. 677 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
E. Repayment of benefits
I. In general
Art. 678
1 Shareholders, members of the board of directors, persons involved in the company’s management activities and members of the board of advisors and their close associates are required to repay any dividends, shares of profits paid to board members, other shares of profits, remuneration, interest before commencement of operations, statutory capital reserves and retained earnings or other benefits that they have unduly taken. 2 If the company accepts assets from such persons or if it enters into other forms of legal transaction with them, these persons shall be required to repay the assets concerned where there is an obvious discrepancy between the performance and the consideration. 3 Article 64 applies. 4 The claim for repayment is that of the company and the shareholder. The shareholder’s claim is for performance to the company. 5 The general meeting may resolve that the company raise an action for repayment. They may delegate the conduct of the proceedings to the board of directors or
Art. 678 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Prescription
Art. 678a
1 The claim for repayment is subject to a prescriptive period of three years from when the company or the shareholder became aware of the matter, or in any event ten years from the claim arising. This period is suspended during a procedure for ordering a special investigation and the conduct of that investigation. 2 If the recipient has by their conduct committed a criminal offence, the claim for repayment prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute can no longer become time-barred because a first instance criminal judgment has been issued, the claim prescribes at the earliest three years after notice of the judgment is given.
Art. 678a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Shares of profits paid to board members on in
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 679
1 Where the company is declared insolvent, the members of the board of directors must return all shares of profits paid to board members received in the three years prior to commencement of insolvency proceedings, unless they can show that the conditions for payment of such shares of profits paid to board members set out in law and the articles of association were met; in particular, they must show that the payment was based on prudent accounting. 2 …
Art. 679 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Repealed by Annex of the FA of 21 June 2013, with effect from 1 Jan. 2014 (AS 2013 4111; BBl 2010 6455).
F. Shareholder’s duty to contribute
I. Object
Art. 680
1 A shareholder may not be required, even under the articles of association, to contribute more than the amount fixed for subscription of a share on issue. 2 A shareholder does not have the right to reclaim the amount paid-up.
II. Consequences of default
1. By law and the articles of association
Art. 681
1 A shareholder who fails to pay in the issue amount for their share in good time is obliged to pay default interest. 2 Further, the board of directors has the power to declare that the defaulting shareholder has forfeited their rights in respect of the share subscription and any part payments already made and that their shares are forfeited and to issue new ones in their place. Where the forfeited shares have already been issued and cannot be physically obtained, the declaration of forfeiture is published in the Swiss Official Gazette of Commerce and in the form provided for in the articles of association. 3 The articles of association may also provide that a shareholder in default also be required to pay a contractual penalty.
Para. 2 — Term in accordance with No II 3 of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout the Code.
2. Call for performance
Art. 682
1 Where the board of directors intends to declare the defaulting shareholder in forfeit of his rights in respect of the share subscription or to require him to pay the contractual penalty provided for in the articles of association, it must make a call for payment in the Swiss Official Gazette of Commerce and in the form provided for by the articles of association and set a grace period for such payment of at least 30 days commencing on the date on which the last call was published. The shareholder may be declared in forfeit of his rights in respect of the share subscription or required to pay the contractual penalty only if he fails to make the required payment within such grace period. 2 In the case of registered shares, such publication is replaced by a registered letter sent to each shareholder entered in the share register calling for payment and setting the grace period. In this case the grace period commences on receipt of the call for payment. 3 The defaulting shareholder is li
Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
G. Issue and transfer of shares
I. Bearer shares
Art. 683
1 Bearer shares may be issued only after the full nominal value has been paid up. 2 Shares issued before the full nominal value is paid up are void. Claims for damages are reserved.
II. Registered shares
Art. 684
1 Unless otherwise provided by law or the articles of association, the company’s registered shares are transferable without restriction. 2 Transfer by means of transaction may also be effected by handing over the endorsed share certificate to the acquirer.
Art. 684 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
III. In the case of overindebted companies that do
Art. 684a
1 If a company no longer operates as a business, no longer has any disposable assets and is overindebted, the transfer of shares is null and void. 2 If the commercial register office in connection with a notification reasonably suspects such a share transfer, it shall request the company to submit its current signed and, if the company has an auditor, audited annual accounts. If the company fails to comply with this request or if the annual accounts confirm the suspicion, the commercial register office shall refuse the requested entry. 3 Article 934 remains reserved.
Art. 684a — Inserted by No I 1 of the FA of 18 March 2022 on Combating Abuse of Bankruptcy Procedures, in force since 1 Jan. 2025 (AS 2023 628; BBl 2019 5193).
H. Restricted transferability
I. Statutory restriction
Art. 685
1 Registered shares that have not yet been fully paid up may be transferred only with the consent of the company, unless they are acquired by inheritance, division of estate, matrimonial property law or compulsory execution. 2 The company may withhold consent only if the solvency of the acquirer is in doubt and the security requested by the company is not furnished.
Art. 685 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
II. Restrictions under the articles of association
1. General principles
Art. 685a
1 The articles of association may stipulate that registered shares may be transferred only with the consent of the company. 2 This restriction also applies to establishment of a usufruct. 3 If the company goes into liquidation, the restriction on transferability is cancelled.
Art. 685a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Unlisted registered shares
a. Requirements for refusal
Art. 685b
1 The company may refuse to give such consent providing it states good cause cited in the articles of association or offers to acquire the shares from the party alienating them for the company’s own account, for the account of other shareholders or for the account of third parties at their real value at the time the request was made. 2 Provisions governing the composition of the shareholder group which are designed to safeguard the pursuit of the company’s objects or its economic independence are deemed to constitute good cause. 3 Further, the company may refuse entry in the share register where the acquirer fails to declare expressly that he has acquired the shares in his own name and for his own account. 4 Where the shares were acquired by inheritance, division of estate, matrimonial property law or compulsory execution, the company may withhold its consent only if it offers to purchase the shares from the acquirer at their real value. 5 The acquirer may request the court at the seat
Art. 685b — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
b. Effect
Art. 685c
1 Where the consent required for transfer of shares is not given, the ownership of the shares and all attendant rights remain with the alienator. 2 In the case of acquisition of shares by inheritance, division of estate, matrimonial property law or compulsory execution, ownership and the attendant pecuniary rights pass to the acquirer immediately, whereas the attendant participation rights pass to him only when the company has given its consent. 3 Where the company fails to refuse the request for consent within three months of receipt or refuses it without just cause, consent is deemed to have been given.
Art. 685c — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
3. Listed registered shares
a. Requirements for refusal
Art. 685d
1 In the case of listed registered shares, the company may refuse to accept the acquirer as a shareholder only where the articles of association envisage a percentage limit on the registered shares for which an acquirer must be recognised as shareholder and such limit is exceeded. 2 The company may also refuse to accept an acquirer if at the company’s request the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account, that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares. The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank. 3 Where listed registered shares were acquired by inheritance, division of estate or matrimonial property law, entry of the acquirer may not be refused.
Art. 685d — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051).
b. Duty of notification
Art. 685e
Where listed registered shares are sold on a stock exchange, the selling bank must without delay notify the company of the name of the seller and the number of shares sold.
Art. 685e — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
c. Transfer of rights
Art. 685f
1 Where listed registered shares are acquired on a stock exchange, the attendant rights pass to the acquirer on transfer. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company. 2 Until such recognition of the acquirer by the company, he may not exercise the right to vote conferred by the shares or any other rights associated with that right to vote. The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights. 3 Acquirers not yet recognised by the company are entered as shareholders without the right to vote in the share register once the rights have been transferred. The corresponding shares are deemed to be unrepresented at the general meeting. 4 Where the company’s refusal is unlawful, the company must recognise the acquirer’s right to vote and the rights associated therewith from the date of the court
Art. 685f — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
d. Time limit for refusal
Art. 685g
Where the company fails to refuse the request for recognition within 20 days, the shareholder is deemed to have been recognised.
Art. 685g — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
4. Share register
a. Entry
Art. 686
1 The company keeps a share register of registered shares in which the names and addresses of the owners and usufructuaries are recorded. It must be kept in such a manner that it can be accessed at any time in Switzerland. 2 Entry in the share register requires documentary proof that the share was acquired for ownership or of the reasons for the usufruct thereof. 2bis Companies whose shares are listed on a stock exchange shall ensure that the owners or usufructuaries may apply for entry in the share register electronically. 3 The company must certify such entry on the share certificate. 4 In relation to the company the shareholder or usufructuary is the person entered in the share register. 5 The documents on which an entry is based must be retained for ten years following the deletion of the owner or usufructuary from the share register.
Art. 686 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 — Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605). Para. 2bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 5 — Inserted by No I 2
b. Deletion
Art. 686a
After hearing the parties involved the company may delete entries in the share register that resulted from false information supplied by the acquirer. The latter must be informed of the deletion immediately.
Art. 686a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
5. Registered shares not fully paid in
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 687
1 The acquirer of a registered share that is not fully paid up has an obligation to the company to pay up the remainder as soon as he is entered in the share register. 2 Where the person who subscribed for the share alienates it, he may be sued for the amount not paid up if the company becomes insolvent within two years of its entry in the commercial register and his legal successor has forfeited his rights arising from the share. 3 Where the seller is not the person who subscribed for the share, he is released from the duty to pay up as soon as the acquirer is entered in the share register. 4 Until such time as registered shares are fully paid up, the amount of the nominal value paid up must be entered on each share certificate.
III. Interim certificates
Art. 688
1 Interim certificates made out to the bearer may be issued only for bearer shares whose the nominal value is fully paid up. Interim certificates made out to the bearer issued before the full nominal value is paid up are void. Claims for damages are reserved. 2 Where interim certificates made out to the named holder are issued for bearer shares, they may be transferred only in accordance with the provisions governing assignment of claims, although their transfer does not take effect as against the company until it receives notice thereof. 3 Interim certificates for registered shares must be made out to a named holder. The transfer of such interim certificates is subject to the provisions governing the transfer of registered shares.
J. Personal membership rights
I. Teilnahme an the general meeting
1. General principle
Art. 689
1 The shareholder exercises his rights in the company’s affairs, such as the appointment of the corporate bodies, approval of the annual report and resolutions concerning allocation of the profit, at the general meeting. 2 ...
Art. 689 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Entitlement against the company
Art. 689a
1 The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder. 2 The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them. Persons attending the general meeting must provide their name and address in order to exercise their right to vote. 3 A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing. 4 The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise.
Art. 689a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 10
3. Representation of shareholders
a. In general
Art. 689b
1 Shareholders may have their participation rights, in particular their right to vote, exercised by a representative of their choice. 2 The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange. 3 If the company appoints an independent voting representative or a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions. 4 The independence of the independent voting representative must not be compromised, whether in fact or in appearance. The rules on the independence of the external auditor in the case of the ordinary audit (Art. 728 para. 2–6) apply mutatis mutandis. 5 Natural persons, legal entities or partnerships may be appoint
Art. 689b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Independent voting representative in companies
Art. 689c
1 In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible. 2 The general meeting may remove the independent voting representative at the end of the general meeting. 3 If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency. 4 The board of directors shall ensure that the shareholders are able in particular to: 1. issue the independent voting representative with instructions on any motion relating to items on the agenda tabled in the notice convening the meeting; 2. issue the independent voting representative with general instructions on unannounced motions relating to items on the agenda and on new items on the agenda in acco
Art. 689c — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
c. Independent voting representative and delegatio
Art. 689d
1 The articles of association of companies whose shares are not listed on a stock exchange may provide that a shareholder may only be represented by another shareholder at the general meeting. 2 If the articles of association contain a provision to this effect, the board of directors must at the request of a shareholder designate an independent voting representative or a voting representative for a corporate body who may be instructed to exercise the participation rights. 3 The board of directors must in this case inform the shareholders at the latest ten days before the general meeting whom they may instruct as their representative. If the board of directors fails to comply with this duty, a shareholder may be represented by any third party. The articles of association shall regulate the details for designating the representative. 4 Article 689c paragraph 4 applies to the delegation of voting rights both to an independent voting representative and to a voting representative for corpor
Art. 689d — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
d. Delegation of voting rights to custodian banks
Art. 689e
1 In the case of a company whose shares are not listed on a stock exchange, any person who wishes to exercise the right to vote attached to shares deposited with them shall ask the depositors for voting instructions prior to every general meeting. 2 Where the depositors’ instructions cannot be obtained in good time, the custodian exercises their right to vote in accordance with their general instructions; if they do not have any instructions, they shall abstain. 3 Institutions subject to the Federal Act of 8 November 1934 on Banks and Savings Banks and financial institutions in accordance with the Financial Institutions Act of 15 June 2018 are deemed to be custodians acting as representatives.
Art. 689e — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — SR 952.0 Para. 3 — SR 954.1
e. Disclosure
Art. 689f
1 Independent voting representatives, voting representatives for a corporate body and custodians acting as voting representatives shall inform the company of the number, type, nominal value and class of the shares they represent. If they fail to do this, the resolutions of the general meeting become subject to challenge on the same conditions as apply to unauthorised participation in the general meeting (Art. 691). 2 The chair shall give the general meeting aggregated information for each form of representation. If the chair fails to do so even though a shareholder has requested it, any shareholder may challenge the resolutions of the general meeting by bringing an action against the company.
Art. 689f — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
4. Multiple beneficiaries
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 690
1 Where a share is owned collectively, the beneficiaries of the rights it confers may exercise such rights only through a joint representative. 2 In the case of the usufruct of a share, such rights are represented by the usufructuary; the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising them.
II. Unauthorised participation
Art. 691
1 The lending of shares for the purpose of exercising the right to vote at a general meeting is forbidden if the intention in so doing is to circumvent a restriction on the right to vote. 2bis Members of the board of directors and the executive board are entitled to participate in the general meeting. 2 Every shareholder is entitled to object to the board of directors or in the minutes of the general meeting against the participation of unauthorised persons. 3 Where persons who are not authorised to participate in the general meeting participate in a decision on a resolution, any shareholder may challenge that resolution even if they have not raised an objection, unless the company can prove that their involvement exerted no influence on the decision made.
Para. 2bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Voting rights at general meetings of sharehol
1. General principle
Art. 692
1 The shareholders shall exercise their right to vote at general meetings of shareholders in proportion to the total nominal value of the shares belonging to them. 2 Every shareholder has at least one vote, even if he holds only one share. However, the articles of association may impose restrictions on the number of votes cast by holders of multiple shares. 3 ...
Para. 3 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Shares with privileged right to vote
Art. 693
1 The articles of association may stipulate that the right to vote is determined regardless of nominal value by the number of shares belonging to each shareholder, such that each share confers one vote. 2 In this case, shares with a lower nominal value than other shares of the same company may be issued only as registered shares and must be fully paid up. The nominal value of these other shares must not exceed ten times the nominal value of the voting shares. 3 The allocation of right to vote according to number of shares does not apply to: 1. the election of external auditors; 2. the appointment of experts to audit the company’s business management or parts thereof; 3. any resolution concerning the instigation of a special investigation; 4. any resolution concerning the raising of a liability action.
Para. 2 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 3 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 let. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 let. 4 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 198
3. Entitlement to exercise right to vote
Art. 694
The right to vote shall take effect as soon as the amount on the share determined by law or the articles of association is paid up.
4. Exclusion of right to vote
Art. 695
1 In the case of resolutions concerning the discharge of the board of directors, persons who have participated in any manner in the management of the company’s business have no right to vote. 2 …
Para. 2 — Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 696
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Right to information and to inspect
1. Right to information
Art. 697
1 At the general meeting, any shareholder is entitled to information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit. 2 In companies whose shares are not listed on a stock exchange, shareholders who together represent at least 10 per cent of the share capital or of the votes may request the board of directors in writing to provide information on company matters. 3 The board of directors shall provide the information within four months. The answers of the board of directors shall also be made available for inspection by the shareholders at the latest at the next general meeting. 4 The information must be provided insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.
Art. 697 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Right to inspect
Art. 697a
1 The company ledgers and files may be inspected by shareholders who together represent at least 5 per cent of the share capital or of the votes. 2 The board of directors shall permit inspection within four months of receiving the request. The shareholders may take notes. 3 Inspection must be permitted insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.
Art. 697a — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Refusal of the request for information or to in
Art. 697b
Where information or inspection is wholly or partly refused or made impossible, the shareholders may within 30 days apply to the court for an order to provide the information or permit inspection.
Art. 697b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Right to instigate a special investigation
1. With approval of the general meeting
Art. 697c
1 Any shareholder who has already exercised their right to information or to inspect may request the general meeting to have specific matters investigated by independent experts where this is necessary for the exercise of shareholders’ rights. 2 Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days to appoint the experts to carry out the special investigation.
Art. 697c — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. If the motion is rejected by the general meetin
Art. 697d
1 Where the general meeting rejects the motion, shareholders may within three months request the court to order the special investigation, provided that together they hold at least one of the following participations: 1. in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes; 2. in the case of companies whose shares are not listed on a stock exchange: 10 per cent of the share capital or of the votes. 2 The request to order a special investigation may extend to all issues that were the subject of the request for information or to inspect or that were addressed in the debate on the motion to conduct a special investigation at the general meeting, provided their answering is required in order for shareholders to exercise their rights. 3 The court shall order the special investigation if the applicants make a prima facie case that the founder members or corporate bodies have violated the law or the articles of association and t
Art. 697d — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Procedure before the court
Art. 697e
1 The court shall decide after hearing the company and the shareholder who tabled the motion for a special investigation at the general meeting. 2 If the court agrees to the request, it shall appoint the independent experts to conduct the special investigation and shall outline the subject matter of the investigation.
Art. 697e — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
4. Conduct of the special investigation
Art. 697f
1 The special investigation shall be conducted within a reasonable period of time and without unnecessary disruption of business operations. 2 Founding members, corporate bodies, agents, employees, administrators and liquidators must provide the experts with information about any matters of significance. In cases of doubt, the court decides. 3 The experts shall hear the company on the results of the special investigation. 4 They are required to preserve confidentiality.
Art. 697f — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
5. Report
Art. 697g
1 The experts shall report in writing and in detail about the result of their investigation. If the special investigation was ordered by the court, the experts shall submit their report to the court. 2 The court shall make the report available to the company and shall at its request decide whether any passages in the report violate the company’s trade secrets or other interests warranting protection and therefore may not be presented to the applicants. 3 It shall give the board of directors and the applicants the opportunity to respond to the content of the report, adapted as necessary, and to ask supplementary questions.
Art. 697g — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
6. Procedure and publication
Art. 697h
1 The board of directors shall make the experts’ report, the board’s response and that of the applicants available to the next general meeting. 2 Any shareholder may at the company’s expense request a copy of the report and the responses to it from the company for one year following the general meeting.
Art. 697h — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
7. Costs of the special investigation
Art. 697hbis
1 The company shall bear the costs of the special investigation. It shall also make any advance payments of costs due. 2 Where justified by special circumstances, the court may order the applicants to bear some or all of the costs.
Art. 697hbis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 697i
Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).
K. Obligation of shareholder to give notice
I. Notice of beneficial owner of shares
Art. 697j
1 Any person who alone or by agreement with third parties acquires shares in a company whose participation rights are not listed on a stock exchange, and thus reaches or exceeds the threshold of 25 per cent of the share capital or right to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner). 2 If the shareholder is a legal entity or partnership, each natural person that controls the shareholder in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the shareholder must give notice of this to the company. 3 If the shareholder is a company whose participation rights are listed on a stock exchange, if the shareholder is controlled by such a company in accordance with Article 963 paragraph 2, or if the shareholder controls such a company in this sense, it must only give notice of this fact and provide
Art. 697j — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 (AS 2019 3161; BBl 2019 279).
Art. 697k
Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).
II. Register of beneficial owners
Art. 697l
1 The company shall keep a register of the beneficial owners that have been notified to the company. 2 This register shall contain the first name and surname and the address of the beneficial owners. 3 The documents on which notice under Article 697j are based must be retained for ten years following the person’s deletion from the register. 4 The register must be kept in such a way that it can be accessed in Switzerland at any time.
Art. 697l — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 May 2021 (AS 2019 3161; BBl 2019 279).
III. Failure to comply with obligations to give no
Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 May 2021 (AS 2019 3161; BBl 2019 279).
Art. 697m
1 For as long as the shareholder fails to comply with their obligations to give notice, the membership rights conferred by the shares in respect of which notice of acquisition must be given shall be suspended. 2 The shareholder may only exercise the property rights conferred by the shares if they have complied with their obligations to give notice. 3 If the shareholder fails to comply with their obligations to give notice within one month of acquiring the shares, the property rights lapse. If they give notice at a later date, they may exercise the property rights arising from that date. 4 The board of directors shall ensure that no shareholders exercise their rights while in breach of their obligations to give notice.
Art. 697m — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
L. Arbitral tribunal
Art. 697n
1 The articles of association may provide that disputes under company law be adjudicated by an arbitral tribunal that has its seat in Switzerland. Unless the articles of association provide otherwise, the arbitration clause is binding on the company, the corporate bodies of the company, the members the corporate bodies and the shareholders. 2 The procedure before the arbitral tribunal is governed by the provisions of Part 3 of the Civil Procedure Code; Chapter 12 of Federal Act of 18 December 1987 on Private International Law does not apply. 3 The articles of association may regulate the details, in particular by reference to arbitration regulations. They shall in any event ensure that persons who may be directly affected by the legal consequences of the arbitral award are notified of the instigation and conclusion of the proceedings and may participate in appointing the arbitral tribunal and in the proceedings as an intervening party.
Art. 697n — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 — SR 272 Para. 2 — SR 291
Section Three Organisation of the Company Limited
A. The General Meeting
I. Powers
Art. 698
1 The supreme governing body of a company limited by shares is the general meeting. 2 It has the following inalienable powers: 1. to determine and amend the articles of association; 2. to elect the members of the board of directors and the external auditors; 3. to approve the management report and the consolidated accounts; 4. to approve the annual accounts and pass resolutions on the allocation of the disposable profit, and in particular to set the dividend and the shares of profits paid to board members; 5. to determine the interim dividend and approve the interim account required therefor; 6. to pass resolutions on repaying the statutory capital reserve; 7. to discharge the members of the board of directors; 8. to delist the equity securities of the company; 9. to pass resolutions concerning the matters reserved to the general meeting by law or the articles of association. 3 In companies whose shares are listed on a stock exchange, it has the following additional inalienable powers:
Para. 2 let. 3 — Amended by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Para. 2 let. 5 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 6 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 7 — Inserted by No I of the FA of 19 June 2020 (Company Law
II. Convening and conducting the general meeting
1. Method of convening the meeting
Art. 699
1 The general meeting shall be convened by the board of directors or, where necessary, by the external auditors. The liquidators and the representatives of bond creditors shall also have the right to convene general meetings. 2 The ordinary general meeting shall be held annually within six months of the end of the financial year. 3 Shareholders may request that a general meeting be convened, provided they together hold at least one of the following participations: 1. in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes; 2. in the case of other companies: 10 per cent of the share capital or of the votes. 4 Their request that the meeting be convened must be made in writing. The items on the agenda and motions must be included in the request. 5 Where the board of directors fails to grant such a request within a reasonable time, but at the most within 60 days, the requesting parties may request the court to order that the mee
Art. 699 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Notice of the annual report
Art. 699a
1 The shareholders shall be given access to the annual report and the audit reports at least 20 days before the general meeting. If the documents are not electronically accessible, any shareholder may request that they be sent to them in good time. 2 If the documents are not electronically accessible, any shareholder may for one year following the general meeting request that they be sent the annual report in the form approved by the general meeting together with the audit reports.
Art. 699a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Right to table agenda items and motions
Art. 699b
1 Shareholders may request that items be placed on the agenda, provided they together hold at least one of the following participations: 1. in companies whose shares are listed on a stock exchange: 0.5 per cent of the share capital or of the votes; 2. in other companies: 5 per cent of the share capital or of the votes. 2 Subject to the same requirements, the shareholders may request that motions relating to items on the agenda be included in the notice convening the general meeting. 3 Shareholders may submit a brief explanation when placing an item on the agenda or tabling a motion. This must be included in the notice convening the general meeting. 4 If the board of directors refuses to accept a request, the requesting parties may request the court to order that items be placed on the agenda or that motions and related explanations be included in the notice convening the general meeting. 5 At the general meeting, any shareholder may table motions in relation to the items on the agenda.
Art. 699b — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
4. Content of the notice convening the meeting
Art. 700
1 The board of directors shall notify the shareholders that a general meeting is to be convened at least 20 days before the day of the meeting. 2 The following information must be included in the notice convening the meeting: 1. the date, the starting time, the form and the location of the general meeting; 2. the business to be discussed; 3. the motions of the board of directors and, in the case of companies whose shares are listed on a stock exchange, a short explanation for these motions; 4. if applicable, the shareholders’ motions with a short explanation of each; 5. if applicable, the name and the address of the independent voting representative. 3 The board of directors shall ensure that the items on the agenda meet the requirement of unity of subject matter, and shall provide the general meeting with all the information that it requires to decide on its resolutions. 4 It may present the items on the agenda in the notice convening the meeting in summary form, provided it makes mor
Art. 700 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
5. Universal meeting and consent to a motion
Art. 701
1 The owners or representatives of all the company’s shares may, if no objection is raised, hold a general meeting without complying with the applicable regulations on convening meetings. 2 This meeting may validly discuss and pass binding resolutions on all matters within the remit of the general meeting, provided that the owners or representatives of all the shares participate. 3 A general meeting may also be held without complying with the applicable regulations on convening meetings if the resolutions are decided in writing on paper or electronically, unless a shareholder or their representative requests an oral debate.
Art. 701 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
6. Venue
a. In general
Art. 701a
1 The board of directors shall decide on the venue for the general meeting. 2 No shareholder shall be unduly obstructed in exercising their rights in connection with the general meeting by the choice of venue. 3 The general meeting may be held in various locations at the same time. In this case, the oral contributions of participants must be transmitted directly in sound and vision to all venues.
Art. 701a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Foreign venue
Art. 701b
1 The general meeting may be held abroad if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting. 2 In the case of companies whose shares are not listed on a stock exchange, the board of directors may dispense with designating an independent voting representative provided all the shareholders agree.
Art. 701b — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
7. Use of electronic means
a. Exercise of shareholder rights
Art. 701c
The board of directors may provide that shareholders who are not present at the general meeting venue are able to exercise their rights electronically.
Art. 701c — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Virtual general meeting
Art 701d
1 A general meeting may be held with no venue by electronic means if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting. 2 In the case of companies whose shares are not listed on a stock exchange, the articles of association may provide that the designation of an independent voting representative be dispensed with.
Art. 701d — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
c. Requirements for the use of electronic means
Art. 701e
1 The board of directors shall regulate the use of electronic means. 2 It shall ensure that: 1. the identity of the participants is established; 2. the oral contributions at the general meeting are directly transmitted; 3. each participant can table motions and participate in the debate; 4. the result of the vote cannot be falsified.
Art. 701e — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
d. Technical problems
Art. 701f
1 If technical problems arise during the general meeting, with the result that the general meeting cannot be duly conducted, the meeting must be held again. 2 Resolutions that the general meeting has passed before the technical problems arise remain valid.
Art. 701f — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Preparatory measures; minutes
Art. 702
1 The board of directors shall take the measures required to determine who has the right to vote. 2 It shall ensure that minutes are kept. These record: 1. the date, the starting and end times, the form and the venue of the general meeting; 2. the number, the type, the nominal value and the class of shares represented, with details of the shares represented by the independent voting representative, by voting representatives for corporate bodies and by custodians acting as representatives; 3. the resolutions and results of the elections; 4. the requests for information made at the general meeting and the answers given in reply; 5. the statements made by shareholders for the record; 6. any significant technical problems that arise during the general meeting. 3 The minutes must be signed by the minute-taker and by the person chairing the general meeting. 4 Any shareholder may request access to the minutes within 30 days following the general meeting. 5 In the case of companies whose share
Art. 702 — Amended by No I of the FA of 4 Oct. 1991. in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 let. 6 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 202
IV. Right of members of the board of directors and
Art. 702a
1 If members of the board of directors or the executive board participate in the general meeting, they may make a statement on any item on the agenda. 2 The board of directors may table motions on any item on the agenda.
Art. 702a — Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names) (AS 2007 4791; BBl 2002 3148, 2004 3969). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Resolutions and elections
1. In general
Art. 703
1 Unless otherwise provided by law or the articles of association, the general meeting shall pass resolutions and conduct elections by a majority of the shares bearing voting rights represented. 2 The articles of association may provide that in the event of a tie, the person chairing the meeting has the casting vote.
Art. 703 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Important resolutions
Art. 704
1 A resolution by the general meeting requires at least two-thirds of the votes represented and a majority of the nominal value of shares represented for each of the following: 1. any amendment of the company’s objects; 2. the consolidation of shares, unless the consent of all the shareholders concerned is required; 3. a capital increase from equity capital, in return for contributions in kind or by offset with a claim, and the granting of special privileges; 4. the restriction or cancellation of the subscription right; 5. the introduction of contingent capital, the introduction of a capital band or the creation of reserve capital in accordance with Article 12 of the Banking Act of 8 November 1934; 6. the conversion of participation certificates into shares; 7. any restriction on the transferability of registered shares; 8. the introduction of shares with preferential right to vote; 9. any change in the currency of the share capital; 10. the introduction of a casting vote for the perso
Art. 704 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 let. 5 — SR 952.0 Para. 1 let. 16 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Conversion of bearer shares into registered sha
Art. 704a
The resolution of the general meeting on converting bearer shares into registered shares may be passed by a majority of votes cast. The articles of association must not impede the conversion.
Art. 704a — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
4. Notice the items on the agenda
Art. 704b
No resolutions may be passed on motions relating to agenda items for which due notice has not been given; exceptions to this are motions to convene an extraordinary general meeting or to carry out a special audit and to appoint an external auditor.
Art. 704b — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VI. Right to remove
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 705
1 The general meeting may remove any persons that it has elected. 2 The claims for compensation of persons thus dismissed are reserved.
Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VII. Challenging resolutions of the general meetin
1. Right of action and grounds
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 706
1 The board of directors and every shareholder may challenge resolutions of the general meeting which violate the law or the articles of association by bringing action against the company before the court. 2 In particular, challenges may be brought against resolutions which: 1. remove or restrict the rights of shareholders in breach of the law or the articles of association; 2. remove or restrict the rights of shareholders in an improper manner; 3. give rise to the unequal treatment or disadvantaging of the shareholders in a manner not justified by the company’s objects; 4. transform the company into a non-profit organisation without the consent of all the shareholders. 3–4 … 5 A court judgment that annuls a resolution made by the general meeting is effective for and against all the shareholders.
Para. 2 let. 4 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 34 — Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Procedure
Art. 706a
1 The right to challenge shall lapse if the action is not brought within two months of the general meeting. 2 Where the board of directors is the claimant, the court shall appoint a representative for the company. 3 …
Art. 706a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 3 — Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
VIII. Nullity
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 706b
In particular, resolutions of the general meeting shall be void if they: 1. remove or restrict the right to participate in the general meeting, the minimum right to vote, the right to take legal action or other shareholder rights that are mandatory in law; 2. restrict the shareholders’ rights of control beyond the legally permissible degree, or 3. disregard the basic structures of the company limited by shares or the provisions on capital protection.
Art. 706b — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
B. The Board of Directors
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
I. In general
1. Eligibility
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 707
1 The company’s board of directors comprises one or more members. 2 … 3 Where a legal entity or commercial company holds an equity participation in the company, it is not eligible as such to serve as a member of the board of directors; however, its representative may be elected in its stead.
Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 — Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from
Art. 708
Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
2. Representation of shareholder classes and group
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 709
1 Where two or more different classes of shares exist with regard to voting or property rights, the articles of association must stipulate that the shareholders of each different class of shares are entitled to elect at least one representative to the board of directors. 2 The articles of association may contain special provisions to protect minorities or specific groups of shareholders.
Art. 709 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
3. Term of office
Art. 710
1 The term of office of members of the board of directors of companies whose shares are listed on a stock exchange shall end at the latest on conclusion of the next ordinary general meeting. Members are elected individually. 2 In the case of companies whose shares are not listed on a stock exchange, the term of office amounts to three years, unless the articles of association provide otherwise; however, the term of office must not exceed six years. Members are elected individually, unless the articles of association provide otherwise or the person chairing the general meeting issues a different order with the consent of all the shareholders represented. 3 Re-election is possible.
Art. 710 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 711
Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Organisation
1. Chair
Art. 712
1 In the case of companies whose shares are listed on a stock exchange, the general meeting shall elect one of the members of the board of directors to be chair. The chair’s term of office ends at the latest on conclusion of the next ordinary general meeting. 2 In the case of companies whose shares are not listed on a stock exchange, the board of directors shall elect one of its members to be chair. The articles of association may stipulate that the chair be elected by the general meeting. 3 Re-election is possible. 4 If the office of chair becomes vacant, the board of directors shall appoint a new chair for the remaining term of office. The articles of association may provide for different rules on remedying this organisational deficiency.
Art. 712 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Resolutions
Art. 713
1 Resolutions of the board of directors are passed by a majority of the votes cast. The chairman has a casting vote, unless the articles of association provide otherwise. 2 The board of directors may pass its resolutions: 1. at a meeting that has a physical venue; 2. by using electronic means, applying Articles 701c–701e mutatis mutandis; 3. in writing on paper or electronically, unless a member requests that it be debated orally. If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing. 3 Minutes shall be kept of the board’s discussions and resolutions; these shall be signed by the chair and by the minute-taker.
Art. 713 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Void resolutions
Art. 714
The grounds for the nullity of resolutions by the general meeting apply mutatis mutandis to resolutions by the board of directors.
Art. 714 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
4. Right to convene meetings
Art. 715
Any member of the board of directors may request that the chair convene a meeting without delay, but must state the reasons for his request.
Art. 715 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
5. Right to information and of inspection
Art. 715a
1 Any member of the board of directors may request information on any company business. 2 At meetings, all members of the board of directors and all persons entrusted with managing the company’s business are obliged to give information. 3 Outside meetings, any member may request information from the persons entrusted with managing the company’s business concerning the company’s business performance and, with the chair’s authorisation, specific transactions. 4 Where required for the performance of their duties, any member may request the chair to have books of account and documents made available to them for inspection. 5 If the chair refuses a request for information, a request to be heard or an application to inspect documents, the board of directors shall rule on the matter. 6 Rulings or resolutions of the board of directors conferring on the directors more extensive rights to obtain information or inspect documents are reserved.
Art. 715a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
III. Duties
1. In general
Art. 716
1 The board of directors may pass resolutions on all matters not reserved to the general meeting by law or the articles of association. 2 The board of directors shall manage the business of the company, unless responsibility for such management has been delegated.
Art. 716 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Non-transferable duties
Art. 716a
1 The board of directors shall have the following non-transferable and inalienable duties: 1. the overall management of the company and issuing the required directives; 2. determining the company’s organisation; 3. organising the accounting, financial control and financial planning systems as required for management of the company; 4. appointing and dismissing persons entrusted with managing and representing the company; 5. overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and directives; 6. compiling the annual report, preparing for the general meeting and implementing its resolutions; 7. filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted; 8. in the case of companies whose shares are listed on a stock exchange: preparing the remuneration report. 2 The board of directors may assign respo
Art. 716a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 1 let. 6 — Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051). Para. 1 let. 7 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 8 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Delegation of business management
Art. 716b
1 Unless the articles of association provide otherwise, the board of directors may delegate the management of all or part of the company’s business in accordance with organisational regulations to individual members or third parties (executive board). 2 In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities. 3 The organisational regulations shall regulate the management of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting. 4 On request, the board of directors shall issue information in writing or electronically concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting pr
Art. 716b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Duty of care and loyalty
1. In general
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 717
1 The members of the board of directors and third parties engaged in managing the company’s business must perform their duties with all due diligence and safeguard the interests of the company in good faith. 2 They must afford the shareholders equal treatment in like circumstances.
Art. 717 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Conflicts of interest
Art. 717a
1 The members of the board of directors and the executive board shall inform the board of directors immediately and comprehensively of any conflicts of interest affecting them. 2 The board of directors shall take the measures required to safeguard the company’s interests.
Art. 717a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Representation
1. In general
Art. 718
1 The board of directors shall represent the company externally. Unless the articles of association or the organisational regulations stipulate otherwise, every member shall have the authority to represent the company. 2 The board of directors may delegate the task of representation to one or more members (managing directors) or third parties (executive officers). 3 At least one member of the board of directors must be authorised to represent the company. 4 The company must be able to be represented by one person who is resident in Switzerland. This person must be a member of the board of directors or an executive officer. They must have access to the share register and to the register under Article 697l, unless this register is kept by a financial intermediary.
Art. 718 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 4 — Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names) (AS 2007 4791; BBl 2002 3148, 2004 3969). Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, i
2. Scope and restriction
Art. 718a
1 The persons with authority to represent the company may carry out any legal acts on behalf of the company that are consistent with the company’s objects. 2 Any restriction of such authority shall have no effect against bona fide third parties; any provisions governing exclusive representation of the principal place of business or a branch office or governing joint representation of the company that are entered in the commercial register are exceptions to this rule.
Art. 718a — Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733, BBl 1983 II 745).
3. Contracts between the company and its represent
Art. 718b
If the company is represented in the conclusion of a contract by the person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the company's goods or services does not exceed 1,000 francs.
Art. 718b — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
4. Signatures
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 719
The persons with authority to represent the company must sign by appending their signature to the business name of the company.
Art. 720
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
5. Registered attorneys and commercial agents
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 721
The board of directors may appoint registered attorneys and other commercial agents.
Art. 721 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
VI. Directors’ and officers’ liability
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 722
The company shall be liable for any loss or damage caused by unauthorised acts carried out in the exercise of its business activities by a person authorised to manage or represent the company.
Art. 722 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 723–724
Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 (AS 1992 733; BBl 1983 II 745).
VII. Imminent insolvency, loss of capital and over
1. Imminent Insolvency
Art. 725
1 The board of directors shall monitor the solvency of the company. 2 If the company is threatened with insolvency, the board of directors shall take measures to ensure its solvency. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. It shall, if necessary, apply for a debt restructuring moratorium. 3 The board of directors shall act with the required urgency.
Art. 725 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Capital loss
Art. 725a
1 If the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, the statutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. 2 If the company does not have an external auditor, the most recent annual accounts must also undergo a limited audit by a licensed auditor before their approval by the general meeting. The board of directors shall appoint the licensed auditor. 3 The audit requirement in paragraph 2 does not apply if the board of directors applies for a debt restructuring moratorium. 4 The board of directors and the external auditor or the licensed auditor shall act with the required urgency.
Art. 725a — Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3.Overindebtedness
Art. 725b
1 If there is justified concern that the company’s liabilities are no longer covered by its assets, the board of directors shall immediately prepare an interim account at going concern values and sale values. An interim account at sale values is not required if it is assumed that the company will continue to operate and the interim account at going concern values does not indicate overindebtedness. If it is assumed that the company will not continue to operate, an interim account at sale values is sufficient. 2 The board of directors shall have the interim accounts audited by the external auditor or if there is no external auditor, by a licensed auditor; it shall appoint the licensed auditor. 3 If the company is overindebted according to the two interim accounts, the board of directors shall notify the court. The court shall open bankruptcy proceedings or proceed in accordance with Article 173a of the Federal Act of 11 April 1889 on Debt Enforcement and Bankruptcy. 4 Notification of th
Art. 725b — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — SR 281.1
4. Revaluation of immovable property and participa
Art. 725c
1 In order to remedy a loss of capital in accordance with Article 725a or overindebtedness in accordance with Article 725b, immovable property and participations whose true value has exceeded their acquisition or production costs may be revalued at a maximum of the true value. The amount of the revaluation shall be shown separately under the statutory retained earnings as the revaluation reserve. 2 Revaluation is permitted only if the external auditor or, if there is no external auditor, a licensed auditor confirms in writing that the statutory provisions have been complied with. 3 The revaluation reserve may only be dissolved by conversion into share or participation capital and by valuation adjustment or sale of the revalued assets.
Art. 725c — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VIII. Dismissal and suspension
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 726
1 The board of directors may dismiss committees, managing directors, executive officers, registered attorneys and other commercial agents that it has appointed at any time. 2 The registered attorneys and commercial agents appointed by the general meeting may be suspended from their duties at any time by the board of directors, providing a general meeting is convened immediately. 3 Claims for compensation by persons dismissed or suspended are reserved.
C. External Auditors
Amended by No I 1 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969)..
I. Audit requirement
1. Ordinary audit
Art. 727
1 The following companies must have their annual accounts and if applicable their consolidated accounts reviewed by an external auditor in an ordinary audit: 1. Publicly traded companies; these are companies that: a. have equity securities listed on a stock exchange, b. have bonds outstanding, c. contribute at least 20 per cent of the assets or of the turnover to the consolidated accounts of a company in terms of letter a or b; 2. Companies that exceed two of the following thresholds in two successive financial years: a. a balance sheet total of 20 million francs, b. sales revenue of 40 million francs, c. 250 full-time positions on annual average; 3. Companies that are required to prepare consolidated accounts. 1bis If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 2, the exchange rate as at the balance sheet date shall be applied for the balance sheet total and the annual average exchange rate for the sales
Para. 1 let. 2 — Amended by No I of the FA of 17 June 2011 (Auditing Law), in force since 1 Jan. 2012 (AS 2011 5863; BBl 2008 1589). See also the Transitional provision below relating to this amendment. Para. 1bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Limited audit
Art. 727a
1 If the requirements for an ordinary audit are not met, the company must have its annual accounts reviewed by an external auditor in a limited audit. 2 With the consent of all the shareholders, a limited audit may be dispensed with if the company does not have more than ten full-time employees on annual average. Dispensing with the audit is only permitted for future financial years and notification thereof must be given to the commercial register office before the start of the financial year. 2bis The annual accounts for the most recently completed financial year must be enclosed with notification to the commercial register that the audit is being dispensed with. 3 The board of directors may request the shareholders in writing for their consent. It may set a period of at least 20 days for reply and give notice that failure to reply will be regarded as consent. 4 If the shareholders have dispensed with a limited audit, this also applies for subsequent years. Any shareholder has however
Para. 2 — Second sentence inserted by No I 1 of the FA of 18 March 2022 on Combating Abuse of Bankruptcy Procedures, in force since 1 Jan. 2025 (AS 2023 628; BBl 2019 5193). Para. 2bis — Inserted by No I 1 of the FA of 18 March 2022 on Combating Abuse of Bankruptcy Procedures, in force since 1 Jan. 2025 (AS 2023 628; BBl 2019 5193).
II. Requirements for the external auditor
1. In an ordinary audit
Art. 727b
1 Publicly traded companies must appoint as an external auditor an audit company under state oversight in terms of the Auditor Oversight Act of 16 December 2005. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor or a licensed audit expert to be carried out by a state supervised audit company. 2 Other companies that are required to have an ordinary audit must appoint as external auditor a licensed audit expert in terms of the Auditor Oversight Act of 16 December 2005. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor to be carried out by a licensed audit expert.
Para. 1 — SR 221.302
2. In a limited audit
Art. 727c
Companies that are required to have a limited audit must appoint as external auditor a licensed auditor in terms of the Auditor Oversight Act of 16 December 2005.
SR 221.302
III. Ordinary audit
1. Independence of the external auditor
Art. 728
1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected. 2 The following are in particular not compatible with independence: 1. membership of the board of directors, any other decision-making function in the company or any employment relationship with it; 2. a direct or significant indirect participation in the share capital or a substantial claim against or debt due to the company; 3. a close relationship between the person managing the audit and a member of the board of directors, another person in a decision-making function, or a major shareholder; 4. the involvement in the accounting or the provision of any other services which give rise to a risk that the external auditor will have to review its own work; 5. the assumption of a duty that leads to economic dependence; 6. the conclusion of a contract on non-market conditions or of a contract that establishes an interest on the part of the ext
Para. 6 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Duties of the external auditor
a. Object and extent of the audit
Art. 728a
1 The external auditor shall examine whether: 1. the annual accounts and, if applicable, the consolidated accounts comply with the statutory provisions, the articles of association and the chosen set of financial reporting standards; 2. the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit complies with the statutory provisions and the articles of association; 3. there is an internal system of control; 4. in the case of companies whose shares are listed on a stock exchange, the remuneration report complies with the statutory rules and the articles of association. 2 The external auditor takes account of the internal system of control when carrying out the audit and in determining the extent of the audit. 3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.
Para. 1 let. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
b. Audit report
Art. 728b
1 The external auditor provides the board of directors with a comprehensive report with conclusions on the financial reporting, the internal system of control as well as the conduct and the result of the audit. 2 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains: 1. an assessment on the result of the audit; 2. information on independence; 3. information on the person who managed the audit and on his specialist qualifications; 4. a recommendation on whether the annual accounts and the consolidated accounts should be approved or rejected with or without qualification. 3 Both reports must be signed by the person who managed the audit.
c. Duties to notify
Art. 728c
1 If the external auditor finds that there have been infringements of the law, the articles of association or the organisational regulations, it shall give notice of this to the board of directors in writing. 2 In addition, it informs the general meeting of any infringements of the law or the articles of association, if: 1. these are material; or 2. the board of directors fails to take any appropriate measures on the basis of written notice given by the external auditor. 3 If the company is clearly overindebted and the board of directors fails to notify the court of this, then the external auditor will notify the court.
IV. Limited audit
1. Independence of the external auditor
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 729
1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected. 2 Involvement in the accounting and the provision of other services for the company being audited are permitted. In the event that the risk of auditing its own work arises, a reliable audit must be ensured by means of suitable organisational and staffing measures.
2. Duties of the external auditor
a. Object and extent of the audit
Art. 729a
1 The external auditor examines whether there are circumstances that indicate that: 1. the annual accounts do not comply with the statutory provisions or the articles of association; 2. the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit does not comply with the statutory provisions and the articles of association. 2 The audit shall be limited to conducting interviews, analytical audit activities and appropriate detailed inspections. 3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.
b. Audit report
Art. 729b
1 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains: 1. a reference to the limited nature of the audit; 2. an assessment on the result of the audit; 3. information on independence and, if applicable, on participation in accounting and other services provided to the company being audited; 4. information on the person who managed the audit, and on his specialist qualifications. 2 The report must be signed by the person who managed the audit.
c. Duty to notify
Art. 729c
If the company is obviously overindebted and the board of directors fails to notify the court, then the external auditor will notify the court.
V. Common provisions
1. Appointment of the external auditor
Art. 730
1 The general meeting shall appoint the external auditor. 2 One or more natural persons or legal entities or partnerships may be appointed. 3 Public audit offices or their employees may also be appointed as external auditor provided they meet the requirements of this Code. The provisions on independence apply mutatis mutandis. 4 At least one member of the external auditor must be resident in Switzerland, or have its registered office or a registered branch office in Switzerland.
2. Term of office of the external auditor
Art. 730a
1 The external auditor shall be appointed for a period of one up to three financial years. Its term of office ends on the adoption of the annual accounts for the final year. Re-appointment is possible. 2 In the case of an ordinary audit, the person who manages the audit may exercise his mandate for seven years at the most. He may only accept the same mandate again after an interruption of three years. 3 If an external auditor resigns, it must notify the board of directors of the reasons; the board of directors informs the next general meeting of these reasons. 4 The general meeting may only remove the external auditor for good cause.
Para. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Information and confidentiality
Art. 730b
1 The board of directors shall provide the external auditor with all the documents and information that it requires, in writing if so requested. 2 The external auditor shall safeguard the business secrets of the company in its assessments, unless it is required by law to disclose such information. In its reports, in submitting notices and in providing information to the general meeting, it safeguards the business secrets of the company.
4. Documentation and retention
Art. 730c
1 The external auditor must document all audit services and keep audit reports and any other essential documents for at least ten years. It must ensure that electronic data can be made readable for the same period. 2 The documents must make it possible to confirm compliance with the statutory provisions in an efficient manner.
5. Approval of the accounts and allocation of prof
Art. 731
1 In companies that are required to have their annual accounts and, if applicable, their consolidated accounts reviewed by an external auditor, the audit report must be submitted before the annual accounts and the consolidated accounts are approved at the general meeting and a resolution is passed on the allocation of the balance sheet profit. 2 If an ordinary audit is carried out, the external auditor must be present at the general meeting. The general meeting may waive the presence of the external auditor by unanimous resolution. 3 If the required audit report is not submitted, the resolutions on the approval of the annual accounts and the consolidated accounts and on the allocation of the balance sheet profit are null and void. If the provisions on the presence of the external auditor are infringed, these resolutions may be challenged.
6. Special provisions
Art. 731a
1 The articles of association and the general meeting may specify details on the organisation of the external auditor in more detail and expand its range of duties. 2 The external auditor may not be assigned duties of the board of directors, or duties that adversely affect its independence. 3 The general meeting may appoint experts to audit the management or individual aspects thereof.
D. Defects in the Organisation of the Company
Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 731b
1 Any shareholder or creditor may request the court to take the required measures if a company has any of the following organisational defects: 1. The company lacks any of the required corporate bodies. 2. A required corporate body is not composed correctly. 3. The company is not keeping the share register or the register of its reported beneficial owners in accordance with the regulations. 4. The company has issued bearer shares without having equity securities listed on a stock exchange or organising the bearer shares as intermediated securities. 5. The company is no longer legally domiciled at its seat. 1bis The court may in particular: 1. allow the company a period of time, under threat of its dissolution, within which to re-establish the lawful situation; 2. appoint the required corporate body or an administrator; 3. dissolve the company and order its liquidation according to the regulations on insolvency proceedings. 2 If the court appoints the required corporate body or an admin
Para. 1 let. 5 — Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes, in force since 1 Jan. 2021, No 4 in force from 1 May 2021 (AS 2019 3161, 2020 957; BBl 2019 279). Para. 1bis let. 3 — Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 (
Section Four: Remuneration in Companies whose Shar
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023, Art. 734f in force since 1 Jan. 2021 (AS 2020 4005; 2022 109; BBl 2017 399).
A. Scope of application
Art. 732
1 The provisions of this section apply to companies whose shares are listed on a stock exchange. 2 Other companies may provide in their articles of association that they apply this section in full or in part.
Art. 732a
Repealed
B. Remuneration committee
Art. 733
1 The general meeting shall elect the members of the remuneration committee individually. 2 Only members of the board of directors may be elected. 3 The term of office ends on conclusion of the next ordinary general meeting. Re-election is possible. 4 If there are any vacancies on the remuneration committee, the board of directors shall appoint the members required for the remaining term of office. The articles of association may provide for other rules on remedying this organisational deficiency. 5 The articles of association shall regulate the principles on the duties and responsibilities of the remuneration committee.
C. Remuneration report
I. In general
Art. 734
1 The board of directors shall prepare a written remuneration report each year. 2 The provisions of the thirty-second title on the principles of proper financial reporting, the presentation, currency and language and the keeping and retention of the company ledgers apply mutatis mutandis to the remuneration report. 3 The provisions governing notice and publication of the annual report apply mutatis mutandis to notice and publication of the remuneration report.
II. Remuneration of the board of directors, the ex
Art. 734a
1 The remuneration report shall specify all the remuneration that the company has paid directly or indirectly to: 1. current members of the board of directors; 2. current members of the executive board; 3. current members of the board of advisors; 4. former members of the board of directors, the executive board or the board of advisors, provided they are connected with their former activity as a corporate body of the company; the foregoing does not apply to occupational pension benefits. 2 In particular, the following are deemed to be remuneration: 1. fees, salaries, bonuses and account credits; 2. shares of profits paid to board members and commissions, participation in turnover and other forms of participation in the business results; 3. services and benefits in kind; 4. the allocation of equity securities, and conversion and option rights; 5. joining bonuses; 6. guarantee and pledge commitments and other collateral commitments; 7. waivers of claims; 8. expenditures giving rise to or
III. Loans and credit facilities for the board of
Art. 734b
1 The remuneration report shall specify: 1. loans and credit facilities granted to the current members of the board of directors, executive board and board of advisors that are still outstanding; 2. loans and credit facilities granted to former members of the board of directors, executive board and board of advisors that were granted on conditions other than the customary market conditions and are still outstanding. 2 Article 734a paragraph 3 applies mutatis mutandis to the information on loans and credit facilities.
IV. Remuneration, loans and credit facilities gran
Art. 734c
1 The following shall be shown separately in the remuneration report: 1. the remuneration that the company has paid directly or indirectly on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors; 2. the loans and credit facilities granted on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors which are still outstanding. 2 The names of the close associates need not be provided. 3 The rules on information on the remuneration of, and loans and credit facilities granted to members of the board of directors, the executive board and the board of advisors otherwise apply.
V. Participation rights and options on such rights
Art. 734d
The remuneration report must indicate the participation rights in the company and the options on such rights of each current member of the board of directors, the executive board and the board of advisors including the member’s close associates, as well as providing the name and function of the member concerned.
VI. Activities in other undertakings
Art. 734e
1 The remuneration report shall specify the functions of the members of the board of directors, the executive board and the board of advisors in other undertakings in accordance with Article 626 paragraph 2 number 1. 2 The details shall include the name of the member and of the undertaking and the function exercised.
VII. Gender representation of on the board of dire
Art. 734f
Unless each gender makes up at least 30 per cent of the board of directors and 20 per cent of the executive board, the following must be indicated in the remuneration report of companies that exceed the thresholds in Article 727 paragraph 1 number 2: 1. the reasons why genders are not represented as required; and 2. the measures being taken to increase representation of the less well represented gender.
Art. 734f — See also Art. 4 of the transitional provision to the Amendment of 19.06.2020 at the end of the text.
D. Voting in the general meeting
I. Remuneration
Art. 735
1 The general meeting shall vote on the remuneration that the board of directors, the executive board and the board of advisors directly or indirectly receive from the company. 2 The articles of association shall regulate the details of the vote. They may regulate the procedure in the event that the general meeting does not agree to the remuneration. 3 The following rules must be observed: 1. The general meeting shall vote annually on the remuneration. 2. The general meeting shall vote separately on the total amount for the remuneration of the board of directors, the executive board and the board of advisors. 3. The vote of the general meeting is binding. 4. If variable remuneration is voted on prospectively, the remuneration report must be submitted to the general meeting for an advisory vote.
II. Additional amount for the executive board
Art. 735a
1 In the event that the general meeting votes prospectively on the remuneration of the executive board, the articles of association may provide for an additional amount for the remuneration of persons newly appointed as members of the executive board after the vote. 2 The additional amount may only be used if the total amount of remuneration for the executive board agreed by the general meeting is not sufficient to remunerate the new members until the next vote of the general meeting. 3 The general meeting does not vote on the additional amount used.
E. Term of contracts
Art. 735b
1 The term of the contracts governing the remuneration of the members of the board of directors may not exceed their term of office. 2 The term of limited contracts and the notice of termination for unlimited contracts that govern the remuneration of the members of the executive board and the board of advisors may amount to a maximum of one year.
F. Remuneration that is not permitted
I. In the company
Art. 735c
The following remuneration for current and former members of the board of directors, the executive board and the board of advisors or for their close associates is not permitted: 1. severance payments that are contractually agreed or provided for in the articles of association; remuneration that is due until the termination of the contracts does not constitute a severance payment; 2. compensation related to a ban on competition that exceeds the average remuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds; 3. remuneration paid on conditions other than the customary market conditions connected with a previous activity as a corporate body of the company; 4. joining bonuses that do not compensate for a verifiable financial disadvantage; 5. remuneration paid in advance; 6. commission paid for taking over or transferring undertakings or parts thereof; 7. loans, credit facilities, pension benefits other than
II. In the group
Art. 735d
Remuneration for members of the board of directors, the executive board and the board of advisors or their close associates for activities in undertakings controlled by the company is not permitted, provided the remuneration: 1. would not be permitted if it were paid directly by the company; 2. is not provided for in the articles of association of the company; or 3. has not been approved by the general meeting of the company.
Section Five: Dissolution of a Company Limited by
A. Dissolution in general
I. Grounds
Art. 736
1 The company shall be dissolved: 1. in accordance with the articles of association; 2. by resolution of the general meeting, to be recorded in a public deed; 3. by the commencement of insolvency proceedings; 4. by court judgment if shareholders together representing at least ten per cent of the share capital or the votes request its dissolution for good cause; 5. in the other cases envisaged by law. 2 In the case of an action for dissolution for good cause, instead of dissolution, the court may order another appropriate solution that is acceptable to those concerned.
Para. 1 let. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Entry in the commercial register
Art. 737
1 The dissolution of a company must be entered in the commercial register. 2 Notice of dissolution by court judgment must be given by the court to the commercial register office immediately. 3 Notice of dissolution on other grounds must be given by the company to the commercial register office.
Art. 737 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Consequences
Art. 738
The dissolved company shall enter into liquidation, except in cases involving a merger, a split or the transfer of its assets to a public sector corporation.
Art. 738 — Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
B. Dissolution with liquidation
I. Consequences of liquidation. powers
Art. 739
1 A company entering into liquidation shall retain its legal personality and its existing business name, albeit with the words “in liquidation” appended to it, until such time as its assets have been distributed among the shareholders. 2 As of the company’s entry into liquidation, the powers of its corporate bodies shall be limited to such actions as are necessary to carry out the liquidation but which by their nature may not be performed by the liquidators.
II. Appointment and dismissal of the liquidators
1. Appointment
Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
Art. 740
1 The liquidation shall be carried out by the board of directors, unless the articles of association or a resolution by the general meeting delegate it to other persons. 2 The board of directors shall notify the liquidators for entry in the commercial register, even where the liquidation is carried out by the board of directors. 3 At least one of the liquidators must be resident in Switzerland and authorised to represent the company. 4 Where the company is dissolved by court judgment, the court shall appoint the liquidators. 5 In the event of insolvency, the insolvency administrators shall carry out the liquidation in accordance with the provisions of insolvency law. The corporate bodies of the company shall retain their authority to represent the company only to the extent such representation is still necessary.
Para. 3 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 4 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
2. Dismissal
Art. 741
1 The general meeting may dismiss the liquidators it appointed at any time. 2 On application by a shareholder, the court may dismiss liquidators and appoint others as necessary for good cause.
Art. 741 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
III. Liquidation process
1. Balance sheet, call on creditors
Art. 742
1 On taking up their office, the liquidators must draw up a balance sheet. 2 The creditors shall be informed of the dissolution of the company and requested to register their claims, by separate letter in the case of creditors identifiable from the accounting records or in some other manner, and by public announcement in the Swiss Official Gazette of Commerce as well as in the form envisaged in the articles of association in the case of unknown creditors and those whose address is not known.
2. Other duties
Art. 743
1 The liquidators must wind up the current business, call in any still outstanding share capital, realise the company’s assets and perform its obligations, providing the balance sheet and the call to creditors do not indicate overindebtedness. 2 Where they ascertain that the company is overindebted, they must immediately notify the court; the latter then declares the commencement of insolvency proceedings. 3 The liquidators must represent the company in all transactions carried out for liquidation purposes and are entitled to conduct legal actions, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, to effect new transactions. 4 They may also dispose of assets by private sale, unless the general meeting has instructed otherwise. 5 Where the liquidation lasts for an extended period, they must draw up interim accounts every year. 6 The company is liable for any damage resulting from unauthorised acts by a liquidator in the exercise of his
3. Protection of creditors
Art. 744
1 Where known creditors have failed to register their claims, the amount thereof must be deposited with the court. 2 Similarly, the amount of claims not yet due from the company and of disputed obligations of the company must be deposited with the court unless the creditors are furnished with security in an equivalent amount or the distribution of the company’s assets is suspended until such obligations have been performed.
4. Distribution of assets
Art. 745
1 Unless the articles of association provide otherwise, once the debts of the dissolved company have been discharged, its assets are distributed among the shareholders in proportion to the amounts they contributed and with due regard to the preferential rights attaching to specific classes of shares. 2 The distribution may take place no sooner than one year after the day on which the call to creditors was made. 3 Such distribution may take place after only three months where a licensed audit expert confirms that the debts have been redeemed and that in the circumstances it may safely be assumed that no third-party interests will be harmed.
Para. 1 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 3 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 20
IV. Deletion from the commercial register
Art. 746
On completion of the liquidation process, the liquidators shall apply to the commercial register office for the deletion of the business name.
V. Retention of the share register, accounting rec
Art. 747
1 The share register, the accounting records and the register under Article 697l and the underlying documents must be kept in a safe place for ten years following the deletion of the company. This place shall be decided by the liquidators or if they are unable to agree, by the commercial register office. 2 The share register and the register must be retained in such a manner that they can be accessed at any time in Switzerland.
Art. 747 — Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
C. Dissolution without liquidation
I. ...
Art. 748–750
Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).
II. Takeover by a public sector corporation
Art. 751
1 Where the assets of a company limited by shares are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general meeting it may be agreed that no liquidation take place. 2 The resolution of the general meeting must be made in accordance with the provisions governing dissolution and notified to the commercial register office. 3 On entry of the resolution in the commercial register, the transfer of the company’s assets and debts is complete and the company’s name must be deleted.
Section Six: Liability
A. Liability
I. ...
Art. 752
Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
II. Founder members’ liability
Art. 753
Founder members, members of the board of directors and all persons involved in establishing the company are liable both to the company and to the individual shareholders and creditors for the losses arising where they: 1. wilfully or negligently conceal, disguise or give inaccurate or misleading information in the articles of association, an incorporation report or a capital increase report on contributions in kind or the granting of special privileges to shareholders and other persons, or otherwise act unlawfully in approving such a measure; 2. wilfully or negligently induce the entry of the company in the commercial register on the basis of a certificate or deed containing inaccurate information; 3. knowingly contribute to the acceptance of subscriptions from insolvent persons.
Art. 753 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Liability for administration, business manage
Art. 754
1 The members of the board of directors and all persons engaged in the business management or liquidation of the company are liable both to the company and to the individual shareholders and creditors for any losses or damage arising from any intentional or negligent breach of their duties. 2 A person who, as authorised, delegates the performance of a task to another governing officer is liable for any losses caused by such officer unless he can prove that he acted with all due diligence when selecting, instructing and supervising him.
Art. 754 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
IV. External auditors’ liability
Art. 755
1 All persons engaged in auditing the annual and consolidated accounts, the company’s foundation, a capital increase or a capital reduction are liable both to the company and to the individual shareholders and creditors for the losses arising from any intentional or negligent breach of their duties. 2 If the audit is conducted by a public audit office or by one of its employees, the relevant public authority is liable. Legal action against persons involved in the audit is governed by public law.
Art. 755 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
B. Damage to the company
I. Claims outside insolvency
Art. 756
1 In addition to the company, the individual shareholders are also entitled to sue for any losses caused to the company. The shareholder’s claim is for performance to the company. 2 The general meeting may resolve that the company raise the action. It may instruct the board of directors or a representative to conduct the proceedings.
Art. 756 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Claims in bankruptcy
Art. 757
1 In the event of the bankruptcy of the damaged company, its creditors are entitled to request that the company be compensated for the losses suffered. However, in the first instance the insolvency administrators may assert the claims of the shareholders and the company’s creditors. 2 Where the insolvency administrators waive their right to assert such claims, any shareholder or creditor shall be entitled to bring them. The proceeds shall first be used to satisfy the claims of the litigant creditors in accordance with the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889. Any surplus shall be divided among the litigant shareholders in proportion to their equity participation in the company; the remainder shall be added to the insolvent’s estate. 3 The assignment of claims held by the company in accordance with Article 260 of the Debt Collection and Bankruptcy Act of 11 April 1889 is reserved. 4 In assessing the damage to the company, the claims of the company’s cred
Art. 757 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — SR 281.1 Para. 4 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Effect of the resolution of release
Art. 758
1 The resolution of release adopted by the general meeting shall be effective only for disclosed facts and only as against the company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution. 2 The right of action of the other shareholders shall lapse twelve months after the resolution of release. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.
Art. 758 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Joint and several liability and recourse
Art. 759
1 Where two or more persons are liable for the losses, each is jointly and severally liable with the others to the extent that the damage is personally attributable to him or her on account of his or her own fault and the circumstances. 2 The claimant may bring action against several persons jointly for the total losses and request that the court determine the liability of each individual defendant in the same proceedings. 3 The right of recourse among several defendants shall be determined by the court with due regard to all the circumstances.
Art. 759 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745).
D. Prescription
Art. 760
1 The claim for damages against any person held liable pursuant to the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation. 2 If the person liable has committed a criminal offence through their harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given.
Art. 760 — Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 761
Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
Section Seven: Involvement of Public Sector Corpor
Art. 762
1 Where public sector corporations such as the Confederation, or a canton, district or commune have a public interest in a company limited by shares, the articles of association of the company may grant that corporation the right to appoint representatives to the board of directors or the external auditors, even if it is not a shareholder. 2 In such companies and in public-private enterprises in which a public sector corporation participates as a shareholder, only the public sector corporation has the right to dismiss the representatives it appointed to the board of directors and the external auditors. 3 The members of the board of directors and external auditors appointed by a public sector corporation have the same rights and duties as those elected by the general meeting. 4 The public sector corporation is liable to the company, shareholders and creditors for the actions of the members of the board of directors and external auditors it appoints, subject to rights of recourse under f
Para. 1 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 2 — Term in accordance with No II 2 of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout the Code. Para. 3 — Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). Para. 5 — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Ja
Section Eight: Exclusion of Application of the Cod
Art. 763
1 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation and partly administered by the public authorities, such as banks, insurance or electricity companies, even if their capital is entirely or partly divided into shares and was raised with the help of private individuals, providing the canton assumes secondary liability for the obligations of such companies and entities. 2 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation prior to 1 January 1883 and partly administered by the public authorities even if the canton does not assume secondary liability for their obligations.
Title Twenty-Seven: The Partnership limited by Sha
A. Definition
Art. 764
1 A partnership limited by shares is a partnership whose capital is divided into shares and in which one or more partners have unlimited joint and several liability to its creditors in the same manner as partners in a general partnership. 2 Unless otherwise provided, the provisions governing companies limited by shares apply to partnerships limited by shares. 3 Where the capital of a partnership limited by shares is not divided into shares but into portions which merely define the degree of participation of two or more limited partners, the provisions governing limited partnerships apply.
B. Directors
I. Designation and powers
Art. 765
1 The partners with unlimited liability constitute the directors of the partnership limited by shares. They are responsible for business management and representation. They must be named in the articles of association. 2 … 3 Any changes to the body of partners with unlimited liability require the consent of the existing partners and the amendment of the articles of association.
Para. 2 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Approval of resolutions of the general meeting
Art. 766
Resolutions of the general meeting concerning modification of the partnership’s purpose, extension or curtailment of its areas of business and continuation of the partnership beyond the duration specified in the articles of association require the consent of the directors.
III. Withdrawal of authority to manage business an
Art. 767
1 Authority to manage business and represent the partnership may be withdrawn from directors on the same conditions as apply to general partnerships. 2 If removed, a director no longer has unlimited liability for the future obligations of the partnership.
C. Supervisory board
I. Appointment and powers
Art. 768
1 Responsibility for monitoring and continuous supervision of the management of the partnership’s business is allocated to a supervisory board, to which the articles of association may allocate further responsibilities. 2 The partnership’s directors have no right to vote on the appointment of the supervisory board. 3 The particulars of the members of the supervisory board must be entered in the commercial register.
II. Liability action
Art. 769
1 On behalf of the partnership, the supervisory board may hold the directors to account and take action against them before the courts. 2 In the event of malicious conduct by the directors, the supervisory board is entitled to take legal action against them even if this is contradictory to a resolution of the general meeting.
D. Dissolution
Art. 770
1 The partnership is terminated by the departure, death, incapacity or bankruptcy of all the partners with unlimited liability. 2 In other respects, dissolution of the partnership limited by shares is governed by the same provisions as apply to the dissolution of companies limited by shares; however, it may be dissolved by resolution of the general meeting before the date set in the articles of association only with the consent of the directors. 3 …
Para. 3 — Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).
E. Resignation
Art. 771
1 A partner with unlimited liability has the same right to resign as a partner in a general partnership. 2 Where one of two or more partners with unlimited liability exercises his right to resign, unless the articles of association provide otherwise the partnership is continued by the others.
Title Twenty-Eight: The Limited Liability Company
Amended by No I 2 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Section One: General Provisions
A. Definition
Art. 772
1 A limited liability company is a company with separate legal personality in which one or more persons or commercial enterprises participate. Its nominal capital is specified in the articles of association. It is liable for its obligations to the extent of the company assets. 2 Each company member participates in the nominal capital by making at least one capital contribution. The articles of association may stipulate obligations to make additional financial and material contributions.
B. Nominal capital
Art. 773
1 The nominal capital shall amount to at least 20,000 francs. 2 A nominal capital in the foreign currency required for business operations is also permitted. The provisions of the law on companies limited by shares on share capital in a foreign currency apply mutatis mutandis.
Art. 773 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Capital contributions
Art. 774
1 The capital contributions shall have a nominal value that is greater than zero. 2 Capital contributions must be paid up to at least their nominal value.
Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
D. Dividend rights certificates
Art. 774a
The articles of association may provide for the creation of profit-sharing certificates; the corresponding provisions for companies limited by shares apply.
E. …
Art. 775
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
F. Articles of association
I. Content prescribed by law
Art. 776
The articles of association must contain provisions on: 1. the business name and seat of the company; 2. the objects of the company; 3. the amount of nominal capital and of the number and nominal value of the capital contributions; 4. the form of the company’s communications with its members.
let. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. ...
Art. 776a
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
G. Foundation
I. deed of incorporation
Art. 777
1 The company is founded when the founder members declare in public deed that they are founding a limited liability company, lay down the articles of association and appoint the corporate bodies. 2 In the deed of incorporation, the founder members shall subscribe for the capital contributions and state that: 1. all capital contributions are validly subscribed for; 2. the capital contributions correspond to their total issue price; 3. the statutory requirements and requirements of the articles of association for the payment of the capital contributions are met at the time of signature of the deed of incorporation; 4. they accept the obligations in terms of the articles of association to make additional financial or material contributions; 5. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.
Para. 2 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 5 — Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law) (AS 2020 957; BBl 2015 3617). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Subscription for capital contributions
Art. 777a
1 In order to be valid, the subscription deed for the capital contributions must indicate the number, nominal value and issue price as well as the class of capital contribution if applicable. 2 In the subscription deed, reference must be made to the provisions of the articles of association on: 1. obligations to make additional financial contributions; 2. obligations to make further material contributions; 3. prohibition of competition clauses applicable to company members; 4. first option, pre-emption and purchase rights of company members or the company; 5. contractual penalties.
III. Documents
Art. 777b
1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him and the founder members. 2 The following documents must be appended to the deed of incorporation: 1. the articles of association; 2. the incorporation report; 3. the audit confirmation; 4. confirmation that the capital contributions have been deposited in cash; 5. the agreements on contributions-in-kind; 6. …
Para. 2 let. 6 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Capital contributions
Art. 777c
1 On foundation, a cash deposit corresponding to the full issue price must be made for each capital contribution. 2 In addition, the provisions on companies limited by shares apply to: 1. the specification of contributions in kind, instances of offsetting and the special privileges in the articles of association; 2. … 3. the payment and audit of capital contributions.
Para. 2 let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 2 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
H. Entry in the commercial register
I. Company
Art. 778
The company must be entered in the commercial register at the place where it has its seat.
II. ...
Art. 778a
Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
J. Acquisition of legal personality
I. Time; Failure to meet requirements
Art. 779
1 The company shall acquire legal personality through entry in the commercial register. 2 It shall also acquire legal personality even if the requirements for registration are not in fact fulfilled. 3 Where the requirements of the law or the articles of association are not fulfilled on foundation and if the interests of creditors or company members are substantially jeopardised or harmed thereby, the court may order the dissolution of the company at the request of a creditor or member. 4 The right to take legal action shall lapse three months after notice is published of the foundation of the company in the Swiss Official Gazette of Commerce.
II. Obligations entered into before registration
Art. 779a
1 Persons who act on behalf of the company before it is entered in the commercial register are personally and jointly and severally liable for their acts. 2 Where the company accepts obligations within three months of its registration that were expressly entered into in its name, the persons so acting are relieved of liability and only the company is liable.
K. Amendment of the articles of association
Art. 780
The resolution of the members’ general meeting or the managing directors on an amendment to the articles of association must be done as a public deed and entered in the commercial register.
Art. 780 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
L. Increase in the nominal capital
Art. 781
1 The members’ general meeting may resolve to increase the nominal capital. 2 The implementation of the resolution is the responsibility of the managing directors. 3 Subscription and the capital contributions are governed by the regulations on the foundation of the company. The reference to rights and obligations under the articles of association is not required if the subscriber is already a member. The relevant regulations on increasing the capital of a company limited by shares also apply to the subscription form. A public invitation to subscribe to the capital contributions is not permitted. 4 An application to register the increase in the nominal capital must be filed with the commercial register office within six months of the resolution of the members’ general meeting, otherwise the resolution becomes invalid. 5 In addition, the corresponding provisions on an ordinary increase in capital for a company limited by shares apply to: 1. the form and content of the resolution of the m
Para. 3 — Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617). Para. 4 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
M. Reduction of the nominal capital
Art. 782
1 The members’ general meeting may resolve to reduce the nominal capital. 2 The nominal capital may be reduced to less than 20 000 francs provided it is at the same time increased again at least to this amount. 3 In order to eliminate a deficit balance caused by losses, the nominal capital may be reduced only if the company members have paid the additional financial contributions provided for in the articles of association in full. 4 In addition, the relevant regulations on the reduction of the capital of a company limited by shares apply.
Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
N. Acquisition of own capital contributions
Art. 783
1 A company may acquire its own capital contributions only if freely disposable equity capital of a value equivalent to the required funds is available and the total nominal value of these capital contributions does not exceed ten per cent of the nominal capital. 2 Where capital contributions are acquired in connection with a restriction on transfer or the departure or exclusion of a member, the maximum amount that may be acquired is 35 per cent. The capital contributions in excess of 10 per cent of the nominal capital must be sold within two years or cancelled by means of a reduction in capital. 3 Where the capital contributions that are to be acquired are tied to an obligation to make additional financial or material contributions, this must be cancelled before acquisition. 4 In addition, the relevant regulations on the acquisition by a company limited by shares of its own shares apply to the acquisition by a limited liability company of its own capital contributions.
Section Two: Rights and Obligations of Company Mem
A. Capital contributions
I. Official document
Art. 784
1 Where an official document is issued in respect of capital contributions, this may only take the form of a document in proof or registered security. 2 The official document must bear the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution.
II. Transfer
1. Assignment
a. Form
Art. 785
1 The assignment of a capital contribution as well as an obligation to assign must be done in writing. 2 The contract of assignment must contain the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution, unless the acquirer is already a member.
Para. 2 — Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
b. Consent requirements
Art. 786
1 An assignment of a capital contribution requires the consent of the members’ general meeting. The members’ general meeting may refuse consent without stating its reasons. 2 The articles of association made deviate from the foregoing by: 1. waiving the requirement of consent to the assignment; 2. stating the grounds justifying refusal of consent to the assignment; 3. providing that consent to the assignment may be refused if the company offers to acquire the capital contribution from the seller at its true value; 4. prohibiting any assignment; 5. providing that consent to the assignment may be refused if there is doubt that obligations under the articles of association to make additional financial or material contributions will be fulfilled and security requested by the company is not provided. 3 Where the articles of association prohibit assignment or the members' general meeting refuses to consent to the assignment, the right to resign for good cause is reserved.
c. Transfer of rights
Art. 787
1 Where the consent of the members’ general meeting is required for the assignment of capital contributions, assignment becomes legally effective only when this consent is granted. 2 If the members’ general meeting fails to refuse consent to the assignment within six months of its receipt, consent is deemed to have been granted.
d. In the case of overindebted companies that do n
Art. 787a
The provisions of the law on companies limited by shares apply accordingly to the assignment of capital contributions in overindebted companies that do not operate as a business and have no disposable assets.
Art. 787a — Inserted by No I 1 of the FA of 18 March 2022 on Combating Abuse of Bankruptcy Procedures, in force since 1 Jan. 2025 (AS 2023 628; BBl 2019 5193).
2. Special forms of acquisition
Art. 788
1 Where capital contributions are acquired through inheritance, distribution of an estate, matrimonial property law or enforcement proceedings, all related rights and obligations shall be transferred to the acquirer without requiring the consent of the members’ general meeting. 2 In order to exercise right to vote and related rights, however, the acquirer shall require the recognition of the members’ general meeting as a company member who is eligible to vote. 3 The members’ general meeting may refuse such recognition only if the company offers to acquire the capital contributions from the acquirer at their true value. The offer may be made for the company's own account or for the account of other company members or third parties. Unless the acquirer rejects the offer within a month of receiving notice of the true value, the offer is deemed to be accepted. 4 Unless the members’ general meeting rejects the request for recognition within six months of its receipt, recognition is deemed t
3. Determining the true value
Art. 789
1 If the law or the articles of association stipulate that the true value of the capital contributions should be determined, the parties may request the court to make the valuation. 2 The court shall allocate the costs of the proceedings and the valuation at its discretion.
4. Usufruct
Art. 789a
1 The creation of a usufruct over capital contributions is governed by the regulations on the transfer of capital contributions. 2 If the articles of association prohibit assignment, then the creation of a usufruct over capital contributions is also prohibited.
5. Charge
Art. 789b
1 The articles of association may provide that the creation of a charge over capital contributions requires the consent of the members’ general meeting. This may refuse its consent only for good cause. 2 If the articles of association prohibit assignment, then the creation of a charge over capital contributions is also prohibited.
III. Register of contributions
Art. 790
1 The company shall keep a register of capital contributions. It must be kept in such a manner that it can be accessed at any time in Switzerland. 2 The following information must be entered in the register of contributions: 1. the names and addresses of the company members; 2. the number, the nominal value and, if applicable, the class of the capital contributions of each company member; 3. the names and addresses of usufructuaries; 4. the names and addresses of charge creditors. 3 Company members not entitled to exercise the right to vote and related rights must be specifically indicated as company members without the right to vote. 4 Company members have the right to inspect the register of contributions. 5 The documents on which an entry is based must be retained for ten years following the deletion of the person concerned from the register of capital contributions.
Para. 1 — Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605). Para. 5 — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
IIIbis. Notice of the beneficial owner of the capi
Art. 790a
1 Any person who alone or by agreement with third parties acquires capital contributions and thus reaches or exceeds the threshold of 25 per cent of the nominal capital or rights to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner). 2 If the company member is a legal entity or partnership, each natural person that controls the company member in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the company member must give notice of this to the company. 3 If the company member is a company whose participation rights are listed on a stock exchange, if the company member is controlled by such a company in accordance with Article 963 paragraph 2, or if the company member controls such a company in this sense, it must only give notice of this fact and provide details of the company’s name and regist
Art. 790a — Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1. Nov. 2019 (AS 2019 3161; BBl 2019 279).
IV. Entry in the commercial register
Art. 791
The company members, together with the number and the nominal value of their capital contributions must be entered in the commercial register.
Art. 791 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Common property
Art. 792
Where a capital contribution has two or more holders: 1. they must designate one person as their representative; they may exercise the rights conferred by the capital contribution only through this person; 2. they are jointly and severally liable in respect of obligations to make additional financial and material contributions.
B. Payment of capital contributions
Art. 793
1 The company members are obliged to make a payment corresponding to the issue price of their capital contributions. 2 The payments may not be refunded.
C. Liability of the company members
Art. 794
The company is liable for its obligations to the extent of the company assets only.
D. Additional financial and material contributions
I. Additional financial contributions
1. Principle and amount
Art. 795
1 The articles of association may require the company members to make additional capital contributions. 2 If the articles of association provide for an obligation to make additional financial contributions, they must stipulate the amount of additional capital that may be required to be paid for each capital contribution. This may not exceed twice the nominal value of the capital contribution. 3 The company members are liable only to the extent of the additional financial contributions to be made on their own capital contributions.
2. Call for additional financial contributions
Art. 795a
1 Additional financial contributions shall be called in by the managing directors. 2 They may be called in only if: 1. the sum of the nominal capital and statutory reserves is no longer covered; 2. the company is unable to continue its business affairs in the proper manner without the additional funds; 3. the company requires equity capital for reasons specified in the articles of association. 3 Additional financial contributions shall become due for payment if the company is declared bankrupt.
3. Repayment
Art. 795b
Additional financial contributions may only be refunded in full or in part if the amount is covered by freely disposable equity capital and a licensed audit expert confirms the same in writing.
4. Reduction
Art. 795c
1 An obligation under the articles of association to make additional financial contributions may be reduced or abolished only if the nominal capital and the statutory reserves are fully covered. 2 The relevant regulations on the reduction of the nominal capital apply.
5. Continuation
Art. 795d
1 Company members who resign from the company remain subject to the obligation to make additional financial contributions for three further years subject to the following restrictions. The time of resignation is determined by the entry in the commercial register. 2 Company members who have been excluded must only make additional financial contributions if the company is declared bankrupt. 3 Their obligation to make additional financial contributions shall lapse insofar as it has been fulfilled by a legal successor. 4 The extent of the obligation of company members who have resigned to make additional financial contributions may not be increased.
II. Further material contributions
Art. 796
1 The articles of association may require company members to make further material contributions. 2 They may require further material contributions only if this serves the objects of the company, the maintenance of its independence or the preservation of the composition of the groups of company members. 3 The object and extent and other essential points according to circumstances of any obligation to make further material contributions related to a capital contribution must be specified in the articles of association. Reference may be made to the regulations of the members' general meeting for more precise details. 4 Obligations under the articles of association to pay money or provide other assets are subject to the provisions on additional financial contributions if no appropriate consideration is provided for and the call for additional contributions serves to cover equity capital requirements.
III. Retrospective introduction
Art. 797
The retrospective introduction or amendment of obligations to make additional financial or material contributions under the articles of association requires the consent of all the company members concerned.
IV. Arbitral tribunal
Art. 797a
The provisions of the law on companies limited by shares on the arbitral tribunal apply mutatis mutandis.
Art. 797a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
E. Dividends, interest, shares of profits paid to
Art. 798
The provisions of the law on companies limited by shares on dividends, interim dividends, interest before commencement of operations and shares of profits paid to board members apply mutatis mutandis.
Art. 798 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 798a and 798b
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
F. Preferential capital contributions
Art. 799
The provisions of the law on companies limited by shares on preference shares apply mutatis mutandis to preferential capital contributions.
G. Refund of payments
Art. 800
The corresponding provisions of the law on companies limited by shares apply to the refund of payments made by the company to company members, managing directors and persons closely related thereto.
H. Reserves
Art. 801
The relevant provisions of the law on companies limited by shares apply to the reserves.
Art. 801 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
J. Sending the annual report
Art. 801a
1 The annual report and the audit report must be sent to company members at the latest together with the invitation to the annual members’ general meeting. 2 The company members may request that they be sent the version of the annual report that they have approved after members' general meeting.
K. Right to information and of inspection
Art. 802
1 Any company member may request the managing directors to provide information on any company matter. 2 Unless the company has an external auditor, company members have unrestricted access to the company ledgers and files. If the company has an external auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated. 3 If there is a risk that a company member may use the information obtained for non-company purposes that may be detrimental to the company, the managing directors may refuse to provide information and allow access to the extent required; if the company member so requests, the members’ general meeting decides on the matter. 4 If the members’ general meeting refuses to provide information or allow access without justification, the court may issue the relevant order at the request of the company member.
Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
L. Duty of loyalty and prohibition of competition
Art. 803
1 Company members are obliged to safeguard business secrets. 2 They must refrain from doing anything detrimental to the interests of the company. In particular, they may not carry on business that brings them a special advantage but which adversely affects the objects of the company. The articles of association may provide that company members be prohibited from carrying on any activities in competition with the company. 3 The company members may carry on any activities that are contrary to the duty of loyalty or a prohibition of competition provided all the other company members consent in writing. The articles of association may provide that the consent of the members' general meeting be required instead. 4 The special regulations on prohibition of competition clauses applicable to managing directors are reserved.
Section Three: Organisation of the Company
A. Members' general meeting
I. Responsibilities
Art. 804
1 The supreme governing body of the company is the members’ general meeting. 2 The members’ general meeting has the following inalienable powers: 1. to amend the articles of association; 2. to appoint and the remove the managing directors; 3. to appoint and remove the members of the external auditor; 4. to approve the management report and the consolidated accounts; 5. to approve the annual accounts and the resolution on the allocation of the balance sheet profit, and in particular to set the dividend and the shares of profits paid to managing directors; 5bis. to pass resolutions on repaying capital reserves; 6. to determine the fees paid to managing directors; 7. to discharge the managing directors; 8. to consent to the assignment of capital contributions or to recognise company members as having the right to vote; 9. to consent to the creation of a charge over capital contributions where the articles of association so provide; 10. to pass resolutions on the exercise under the article
Para. 2 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 4 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Para. 2 let. 5bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
II. Convening and conduct of the meeting
Art. 805
1 The members’ general meeting is convened by the managing directors, or if necessary by the external auditors. The liquidators also have the right to convene a members' general meeting. 2 The annual meeting is held every year within six months of the end of the financial year. Extraordinary meetings are convened in accordance with the articles of association or as required. 3 The members’ general meeting must be convened 20 days at the latest before the date of the meeting. The articles of association may extend this period or reduce it to no less than ten days. The possibility of a universal meeting is reserved. 4 … 5 In addition, the provisions of the law on companies limited by shares relating to the general meeting apply mutatis mutandis to: 1. convening the meeting; 2. the right of company members to convene a meeting and table agenda items and motions; 2bis. the venue and the use of electronic means; 3. the business to be discussed; 4. motions; 5. universal meetings and consent
Para. 4 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 5 let. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 5 let. 2bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 5 let. 5 — Amended by No I of the FA of 19 June 2020 (Company Law), in
III. Voting rights
1. Determination
Art. 806
1 The right to vote of company members shall be determined by the nominal value of their capital contributions. Each company member shall have at least one vote. The articles of association may limit the number of votes allocated to the owner of several capital contributions. 2 The articles of association may specify that right to vote are not dependent on nominal value with the result that each capital contribution carries one vote. In this case, the capital contributions with the lowest nominal value must be worth at least one tenth of the nominal value of the other capital contributions. 3 The determination of the right to vote according to the number of capital contributions does not apply to: 1. the appointment of the members of the external auditor; 2. the appointment of experts to inspect management practices or individual parts thereof; 3. the resolution on raising a liability action.
2. Exclusion of the right to vote
Art. 806a
1 In the case of resolutions on the discharge of the managing directors, persons who have participated in management in any way are not permitted to vote. 2 In the case of resolutions on the acquisition of its own capital contribution by the company, company members who are relinquishing their capital contributions are not permitted to vote. 3 In the case of resolutions on consenting to activities of a company member that are contrary to the duty of loyalty or the prohibition of competition, the person concerned is not permitted to vote.
3. Usufruct
Art. 806b
In the case of a usufruct over a capital contribution, the usufructuary has the right to vote and related rights. He is liable to the owner in damages if he fails to give due consideration to the interests of the owner when exercising his rights.
IV. Right of veto
Art. 807
1 The articles of association may grant company members a right of veto over certain resolutions of the members’ general meeting. They must the detail the decisions to which the right of veto applies. 2 The retrospective introduction of a right of veto requires the consent of all company members. 3 The right of veto may not be transferred.
V. Resolutions
1. In general
Art. 808
The members’ general meeting shall pass resolutions and conduct its elections by an absolute majority of the votes represented, unless the law or articles of association provide otherwise.
2. Casting vote
Art. 808a
The chair of the members’ general meeting shall have the casting vote. The articles of association may provide otherwise.
3. Important resolutions
Art. 808b
1 A resolution of the members’ general meeting passed by a majority of at least two thirds of the votes represented and an absolute majority of the entire nominal capital in respect of which a right to vote may be exercised is required in the case of: 1. amending the objects of the company; 2. introducing capital contributions with preferential right to vote; 3. increasing or easing the restrictions on or the prohibition of the transferability of capital contributions; 4. consenting to the assignment of capital contributions or recognition as a company member who is entitled to vote; 5. increasing the nominal capital; 6. restricting or revoking subscription rights; 6bis. changing the currency of the nominal capital; 7. consenting to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition; 8. applying to the court to exclude a company member for good cause; 9. excluding a company member on the grounds specified in
Para. 1 let. 6bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 1 let. 10bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VI. Contesting resolutions of the members' general
Art. 808c
The relevant provisions on companies limited by shares apply to the contesting of resolutions of the members’ general meeting.
B. Management and representation
I. Designation the managing director and organisat
Art. 809
1 The company members are jointly responsible for the management of the company. The articles of association may adopt alternative provisions on management. 2 Only natural persons may be appointed as managing directors. Where a legal entity or a commercial enterprise is a participant in the company, if applicable it shall appoint a natural person to exercise this function in its stead. The articles of association may require the consent of the members' general meeting for this. 3 Where a company has two or more managing directors, the members' general meeting must appoint a chair. 4 Where a company has two or more managing directors, they decide by a majority of the votes cast. The chair has the casting vote. The articles of association may adopt alternative provisions on decision making by the managing directors.
II. Duties of the managing directors
Art. 810
1 The managing directors shall be responsible for all matters not assigned by law or the articles of association to the members’ general meeting. 2 Subject to the reservation of the following provisions, the managing directors shall have the following inalienable and irrevocable duties: 1. the overall management of the company and issuing the required directives; 2. determining the organisation in accordance with the law and the articles of association; 3. organising the accounting, financial control and financial planning systems as required for the management of the company; 4. supervising of the persons who are delegated management responsibilities, in particular with regard to compliance with the law, articles of association, regulations and directives; 5. preparing the annual report; 6. preparing for the members’ general meeting and implementing its resolutions; 7. filing an application for a debt restructuring moratorium and notifying the court in the event that the company is ov
Para. 2 let. 5 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 7 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Approval by the members' general meeting
Art. 811
1 The articles of association may provide that the managing directors: 1. submit certain decisions to the members' general meeting for approval; 2. may submit individual matters to the members' general meeting for approval. 2 Approval by the members’ general meeting does not restrict the liability of the managing directors.
IV. Duty of care and of loyalty; prohibition of co
Art. 812
1 The managing directors and third parties who are involved in management must carry out their duties with all due care and safeguard the interests of the company in good faith. 2 They are subject to the same duty of loyalty as the company members. 3 They may not carry on any activities in competition with the company unless the articles of association provide otherwise or all other company members consent to the activity in writing. The articles of association may provide that the consent of the members’ general meeting be required.
V. Equal treatment
Art. 813
The managing directors and third parties who are involved in management must treat company members equally under the same circumstances.
VI. Representation
Art. 814
1 Each managing director has the right to represent the company. 2 The articles of association may adopt alternative provisions on representation, but at least one managing director must be authorised to represent the company. The articles of association may refer to regulations that set out the details. 3 The company must be able to be represented by a person who is resident in Switzerland. This person must be a managing director or a manager. They must have access to the register of capital contributions and to the register of beneficial owners under Article 697l. 4 The relevant provisions on companies limited by shares apply to the extent of and restrictions on the right to act as a representative and to contracts between the company and the person that is representing it. 5 The persons authorised to represent the company must sign on its behalf by appending their signature to the business name. 6 …
Para. 3 — Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605). Para. 6 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VII. Removal of managing directors; Revocation of
Art. 815
1 The members’ general meeting may remove managing directors that it has appointed at any time. 2 Any company member may request the court to revoke or restrict the right of a managing director to manage or represent the company where there is good cause, and in particular if the person concerned has seriously breached his obligations or is no longer able to manage the company competently. 3 The managing directors may at any time suspend managers, authorised signatories or authorised officers in their capacity. 4 If these persons have been appointed by the members’ general meeting, a members’ general meeting must be convened without delay. 5 Claims for compensation made by persons who have been removed or suspended are reserved.
VIII. Nullity of decisions
Art. 816
Decisions made by the managing directors are subject mutatis mutandis to the same grounds for nullity as resolutions of the general meeting of a company limited by shares.
IX. Liability
Art. 817
The company is liable for losses or damage caused by unauthorised acts carried out in the exercise of his business activities by a person authorised to manage or represent the company.
C. External auditor
Art. 818
1 The relevant provisions on companies limited by shares apply to the external auditor. 2 A company member subject to an obligation to make additional financial contributions may request an ordinary audit of the annual accounts.
D. Defects in the Organisation of the Company
Art. 819
The relevant provisions on companies limited by shares apply to defects in the organisation the company.
E. Imminent insolvency, loss of capital and overin
Art. 820
The provisions of the law on companies limited by shares on imminent insolvency, loss of capital, overindebtedness and the revaluation of immovable property and participations apply mutatis mutandis.
Art. 820 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Section Four: Dissolution and Resignation
A. Dissolution
I. Grounds
Art. 821
1 A limited liability company must be dissolved: 1. if ground for dissolution stated in the articles of association applies; 2. if the members’ general meeting so resolves; 3. if bankruptcy proceedings are commenced; 4. in the other cases provided for by the law. 2 If the members’ general meeting resolves to dissolve the company, the resolution must be done as a public deed. 3 Any company member may request the court to dissolve the company for good cause. Instead of dissolution, the court may opt for an alternative solution that is appropriate and reasonable for the persons concerned, such as the payment of a financial settlement to the company member requesting dissolution commensurate with the true value of his capital contribution.
II. Consequences
Art. 821a
1 The relevant provisions on companies limited by shares apply mutatis mutandis to the consequences of dissolution. 2 The dissolution of a company must be entered in the commercial register. Where dissolution is ordered by the court, the court must notify the commercial register without delay. Where dissolution is on other grounds, the company must notify the Commercial Register.
B. Resignation of company members
I. Resignation
Art. 822
1 A company member may apply to the court to for leave to resign for good cause. 2 The articles of association may grant company members the right to resign and make this subject to certain conditions.
II. Follow-up resignations
Art. 822a
1 Where a company member files an action for leave to resign for good cause or a company member tenders his resignation based on a right of resignation under the articles of association, the managing directors must notify the other company members without delay. 2 If other company members within three months of receipt of such notice file an action for leave to resign for good cause or exercise a right of resignation under the articles of association, all departing company members must be treated equally in proportion to the nominal value of their capital contributions. Where additional financial contributions have been made, the value thereof must be added to the nominal value.
III. Exclusion
Art. 823
1 Where there is good cause, the company may apply to the court for the exclusion of a company member. 2 The articles of association may provide that the members’ general meeting company may exclude members from the company on specific grounds. 3 The regulations on follow-up resignations do not apply.
IV. Interim measures
Art. 824
In proceedings relating to the withdrawal of a company member, the court may at the request of a party order that individual or all membership rights and obligations the person concerned be suspended.
V. Financial settlement
1. Entitlement and amount
Art. 825
1 Where a company member leaves the company, he is entitled to a financial settlement that reflects the true value of his capital contributions. 2 Where the company member leaves by exercising a right of resignation under the articles of association, the articles of association may adopt different provisions on compensation.
2. Payment
Art. 825a
1 The financial settlement becomes due for payment when the company members leaves, provided the company: 1. has disposable equity capital; 2. is able to dispose of the capital contributions of the departing member; 3. is entitled to reduce its nominal capital in compliance with the relevant provisions. 2 A licensed audit expert must establish the extent of the disposable equity capital. If this is insufficient to pay the financial settlement, he must state his opinion on the extent to which the nominal capital could be reduced. 3 The former company member holds a non-interest-bearing subordinate ranking claim in respect of any portion of the financial settlement that is not paid out. This becomes due for payment to the extent that disposable equity capital is declared to be available in the annual report. 4 For as long as the financial settlement has not been paid in full, the former company member may request that the company appoint an external auditor and arrange for an ordinary au
C. Liquidation
Art. 826
1 Each company member shall have the right to a share of the proceeds of liquidation corresponding to fraction that nominal value of his capital contribution represents of the nominal capital. Where additional financial contributions have been made and not refunded, their value must be added to the capital contributions of the company member concerned and to the nominal capital. The articles of association may adopt an alternative provision. 2 The relevant provisions on companies limited by shares apply mutatis mutandis to the dissolution of a company with liquidation.
Section Five: Liability
Art. 827
The relevant provisions on companies limited by shares apply to the liability of persons who are involved in the foundation, management, auditing or liquidation of a limited liability company.
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
A. Cooperatives under the Code of Obligations
Art. 828
1 A cooperative is a corporate entity consisting of an unlimited number of persons or commercial enterprises which primarily aims to promote or safeguard the economic interests of the cooperative’s members by way of collective self-help or which is founded for charitable purposes. 2 Cooperatives with a predetermined nominal capital are not permitted.
Para. 1 — Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
B. Cooperatives under public law
Art. 829
Associations of persons under public law are governed by federal and cantonal public law even where formed to pursue cooperative purposes.
C. Foundation
I. Requirements
1. In general
Art. 830
A cooperative shall be founded by the founders declaring in a public deed that they are founding a cooperative and specifying therein the articles of association and the governing bodies.
Art. 830 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Number of members
Art. 831
1 At least seven members must be involved in the foundation of a cooperative. 2 Where the number of members subsequently drops below the minimum number, the provisions of the law on companies limited by shares on defects in the organisation of a company apply mutatis mutandis.
Para. 2 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Articles of association
1. Content prescribed by law
Art. 832
The articles of association must contain provisions concerning: 1. the business name and seat of the cooperative; 2. the objects of the cooperative; 3. and 4. … 5. the form of the cooperative’s communications with its members.
let. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). let. 34 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). let. 5 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Further provisions
Art. 833
In order to be binding, provisions on the following matters must be included in the articles of association: 1. creation of the cooperative’s nominal capital by means of cooperative shares (share certificates); 2. contributions in kind to the cooperative’s nominal capital, the nature and imputed value thereof and the requirements pertaining to the person of the contributor; 3. … 4. accession to the cooperative and loss of membership, where such rules differ from the statutory provisions; 5. members’ personal liability and their liability to make additional contributions and an obligation for members to make cash or other contributions and the nature and amount thereof; 6. the organisation and representation of the cooperative, amendment of its articles of association and the adoption of resolutions by the general assembly, where such rules differ from the statutory provisions; 7. restrictions on or extensions of the exercise of members’ right to vote; 8. the calculation and allocation
let. 3 — Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). let. 5 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). let. 8 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
III. Constituent assembly
Art. 834
1 The articles of association shall be drawn up in writing and submitted to an assembly convened by the founder members for consultation and approval. 2 In addition, a written report by the founder members on any contributions in kind shall be made available to the assembly for consultation. The founder members must confirm that there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents. 3 This assembly shall also appoint the necessary governing bodies. 4 Until the cooperative has been entered in the commercial register, the membership may be established only by signing the articles of association.
Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
IV. Entry in the commercial register
1. Cooperative
Art. 835
The cooperative shall be entered in the commercial register of the place at which it has its seat.
Art. 835 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
2. ...
Art. 836
Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
3. Register of members
Art. 837
1 The cooperative shall keep a register in which the first name and surname or the business name of the members and their addresses are recorded. It must keep the register in such a manner that it can be accessed at any time in Switzerland. 2 The documents on which an entry is based must be retained for ten years following the deletion of the member concerned from the register.
Art. 837 — Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
V. Acquisition of legal personality
Art. 838
1 The cooperative shall acquire legal personality only through entry in the commercial register. 2 Persons acting in the name of the cooperative prior to entry in the commercial register are liable personally and jointly and severally for their actions. 3 Where such obligations were entered into expressly in the name of the cooperative to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are released and only the cooperative is liable.
D. Amendment of the articles of association
Art. 838a
A resolution of the general assembly or the board on an amendment of the articles of association must be done as a public deed and entered in the commercial register.
Art. 838a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Section Two: Acquisition of Membership
A. General principle
Art. 839
1 New members may be accepted into a cooperative at any time. 2 Providing the principle of unlimited membership is respected, the articles of association may lay down more detailed provisions governing accession; however, they must not impose excessive obstacles to accession.
B. Declaration of accession
Art. 840
1 Accession requires a written declaration. 2 Where, in addition to being liable with its assets, a cooperative provides for personal liability or the liability to make additional contributions on the part of the individual members, the declaration of accession must state such obligations expressly. 3 The board shall decide on acceptance of new members, unless under the articles of association a mere declaration of accession is sufficient or a resolution of the general assembly is required.
C. In connection with an insurance policy
Art. 841
1 Where membership of the cooperative is linked with taking out an insurance policy with the cooperative, membership shall be acquired on acceptance of the insurance application by the competent governing body. 2 Insurance policies concluded by a licensed insurance cooperative with its members are subject to the Federal Act of 2 April 1908 on Insurance Policies in the same manner as insurance policies concluded with third parties.
Para. 2 — SR 221.229.1
Section Three: Loss of Membership
A. Departure
I. Freedom to leave
Art. 842
1 Unless a resolution has been passed to dissolve the cooperative, any member is free to leave. 2 The articles of association may provide that a departing member is required to pay an appropriate severance penalty where in the circumstances the departure causes the cooperative significant losses or jeopardises its continued existence. 3 Any permanent ban on or excessive obstacle to departure imposed by the articles of association or by agreement shall be void.
II. Restriction of departure
Art. 843
1 A member may be barred from leaving by the articles of association or by agreement for no more than five years. 2 Even during this period a member may leave for good cause. The obligation to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure is reserved.
III. Notice and timing of departure
Art. 844
1 Members may leave only at the end of the financial year and on expiry of one year’s notice. 2 The articles of association may stipulate a shorter notice period and may permit departures in the course of the financial year.
IV. Exercise in bankruptcy and attachment
Art. 845
Where the articles of association grant a departing member a share of the cooperative’s assets, a bankrupt member’s right to leave may be exercised by the bankruptcy administrators or, if the member’s share has been attached, by the debt collection office.
B. Exclusion
Art. 846
1 The articles of association may stipulate the grounds on which a member may be excluded. 2 Moreover, a member may be excluded at any time for good cause. 3 Exclusions shall be decided by the general assembly. The articles of association may stipulate that the board is responsible, in which case the excluded member has a right of recourse to the general assembly. A member may appeal against exclusion to the courts within three months. 4 The excluded member may be required to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure.
C. Death of a member
Art. 847
1 Membership shall lapse on the death of the member. 2 However, the articles of association may stipulate that the member’s heirs automatically become members of the cooperative. 3 Further, the articles of association may stipulate that the heirs or one of two or more heirs must, on written request, be recognised as member in place of the deceased member. 4 The community of heirs must appoint a joint representative to act as a member of the cooperative.
D. Lapse of office, employment or contract
Art. 848
Where membership of a cooperative is linked to the holding of an office or an employment relationship or is the result of a contractual relationship, as in the case of an insurance cooperative, unless the articles of association provide otherwise, membership lapses on termination of such office, employment or contract.
E. Transfer of membership
I. In general
Art. 849
1 The assignment of shares in the cooperative and, where a certificate is issued as proof of membership or such share, the transfer of this certificate do not automatically make the acquirer a member. The acquirer becomes a member only after the existing members have passed a resolution of acceptance as required by law and the articles of association. 2 Until such time as the acquirer becomes a member, the alienator is entitled to exercise the personal membership rights. 3 Where membership of a cooperative is linked with a contract, the articles of association may stipulate that, if the contract is subsequently taken over, membership automatically passes to the legal successor.
II. By transfer of land or commercial exploitation
Art. 850
1 The articles of association may make membership of a cooperative conditional on ownership or commercial exploitation of a property. 2 In such cases the articles of association may stipulate that, in the event that the property or commercial operations change hands, membership shall automatically pass to the acquirer. 3 A transfer of membership resulting from the alienation of property shall be valid as against third parties only if entered under priority notice in the land register.
F. Departure of the legal successor
Art. 851
In the case of transfer and inheritance of membership, the conditions for leaving the cooperative are the same for the legal successor as for the former member.
Section Four: Rights and Obligations of the Member
A. Proof of membership
Art. 852
1 The articles of association may stipulate that a certificate be issued as proof of membership. 2 Such proof may also be provided as part of the member’s share certificate.
B. Share certificates
Art. 853
1 Where a cooperative has shares, each member joining it must take at least one. 2 The articles of association may stipulate that multiple shares may be acquired, up to a specified maximum. 3 Share certificates are made out in the member’s name. However, they may not be made out in the form of negotiable securities, but only as documents in proof.
C. Equality
Art. 854
The members all have equal rights and obligations, unless the law makes an exception.
D. Rights
I. Voting right
Art. 855
The rights of members to participate in the affairs of the cooperative, in particular with regard to the management of its business and the promotion of the cooperative’s interests, are exercised by taking part in the general assembly of members or, where prescribed by law, in ballots.
II. Control by the members
1. Notice of the annual report
Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Art. 856
1 No later than ten days prior to the general assembly of members or the ballot to decide on approval of the management report, the consolidated accounts and the annual accounts, these documents together with the audit report must be made available at the seat of the cooperative for inspection by its members. 2 Unless the documents are electronically accessible, any member may for one year following the general assembly request that they be sent the annual report in the form approved by the general assembly together with the audit report.
Para. 1 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Release of information
Art. 857
1 The members may draw the attention of the external auditor to dubious procedures and request the necessary information. 2 The cooperative’s ledgers and business correspondence may be inspected only with the express authorisation of the general assembly of members or by resolution of the board and if measures are taken to safeguard trade secrets. 3 The court may order the cooperative to provide the members with information on significant matters relevant to the exercise of their right of control in the form of authenticated copies from its ledgers or correspondence. The court order must not jeopardise the interests of the cooperative. 4 The members’ right of control may not be excluded or restricted either by the articles of association or by resolutions made by a governing body of the cooperative.
Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
III. Rights to share in the annual profit
Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in the provisions specified in the AS.
1. ...
Art. 858
Repealed by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
2. Profit distribution principles
Art. 859
1 Unless the articles of association provide otherwise, any annual profit on the cooperative’s business operations passes in its entirety to the cooperative’s assets. 2 Where distribution of the annual profit among the members is provided for, unless the articles of association dictate otherwise, it shall be distributed according to the use of the cooperative’s facilities by individual members. 3 Where share certificates exist, the portion of the annual profit paid out on them must not exceed the usual rate of interest for long-term loans without special security.
3. Duty to form and accumulate a reserve fund
Art. 860
1 Where the net profit is used for a purpose other than to build up the cooperative’s assets, each year one twentieth of it must be allocated to a reserve fund. Such allocations must be made for at least 20 years; where share certificates exist, they must in any event be made until the reserve fund is equal to one-fifth of the cooperative’s capital. 2 The articles of association may stipulate that the reserve fund must be accumulated more rapidly. 3 To the extent that the reserve fund does not exceed one-half of the cooperative’s other assets or, where share certificates exist, one-half of the cooperative’s capital, it may be used only to cover losses or for measures designed to sustain the cooperative’s pursuit of its objects in difficult times. 4 ...
Para. 4 — Repealed by Annex No II 1 of the Insurance Oversight Act of 17 Dec. 2004, with effect from 1 Jan. 2006 (AS 2005 5269; BBl 2003 3789).
4. Annual profit at credit cooperatives
Art. 861
1 Credit cooperatives may lay down articles of association that derogate from the provisions governing distribution of annual profit contained in the previous articles, but they too are obliged to form a reserve fund and to use it in accordance with the above provisions. 2 Each year at least one-tenth of the annual profit must be allocated to the reserve fund until it equals one-tenth of the cooperative’s nominal capital. 3 Where a portion of the annual profit is paid out to holders of shares in the cooperative and that portion exceeds the usual rate of interest for long-term loans without special security, one-tenth of the amount by which it exceeds the usual interest rate must likewise be allocated to the reserve fund.
5. Welfare funds
Art. 862
1 The articles of association may also provide for allocations to establish and finance other funds, in particular funds dedicated to the welfare of employees of the company and related workers and for members of the cooperative. 2–4 ...
Para. 24 — Repealed by No I let. b of the FA of 21 March 1958, with effect from 1 July 1958 (AS 1958 379; BBl 1956 II 825).
6. Further allocations to reserves
Art. 863
1 Allocations to the reserve fund and other funds in accordance with the law and the articles of association shall be deducted in the first instance from the annual profit available for distribution. 2 Where it is deemed appropriate in order to secure the long-term success of the cooperative, the general assembly of members may also resolve to create reserves which are not envisaged by or meet higher requirements than are specified by the law or the articles of association. 3 Similarly, contributions may be deducted from the annual profit for the purpose of creating and financing welfare funds for employees, other workers and members or for other welfare purposes even where these are not envisaged in the articles of association; such contributions are subject to the provisions governing welfare funds established by the articles of association.
IV. Entitlement to settlement
1. Under the articles of association
Art. 864
1 The articles of association shall specify whether the departing members or their heirs have claims on the cooperative’s assets and, if so, what those claims are. Such claims must be calculated on the basis of the net balance sheet assets excluding reserves at the time the member leaves the cooperative. 2 The articles of association may grant departing members or their heirs the right to the full or partial repayment of the value of their share certificate excluding the entry fee. They may stipulate that this repayment be deferred for up to three years after the member’s departure. 3 Even where the articles of association make no such provision, the cooperative remains entitled to defer the repayment for up to three years where it would cause the cooperative considerable losses or jeopardise its continued existence. Any entitlement of the cooperative to a severance penalty paid by the departing member is unaffected by this provision. 4 The claims of departing members or their heirs pr
2. By law
Art. 865
1 Where the articles of association make no provision for a settlement entitlement, departing members or their heirs have no such entitlement. 2 Where the cooperative is dissolved within one year of the member’s departure or death and the assets are distributed, the departed member or their heirs have the same entitlement as the members present on dissolution.
E. Duties
I. Duty of loyalty
Art. 866
The members are obliged to safeguard the interests of the cooperative loyally and in good faith.
II. Duty to make contributions
Art. 867
1 The articles of association define the obligatory contributions. 2 Where the members are obliged to pay in contributions on share certificates or to make other contributions, the cooperative must call them in by registered letter with an appropriate time limit for performance. 3 Where no payment is forthcoming on first request and the member fails to comply within one month of a second call for payment, the member may be declared to have forfeited their rights as member of the cooperative, providing they were previously warned of this consequence by registered letter. 4 Unless the articles of association provide otherwise, the declaration of forfeiture does not release the member from obligations already due or falling due by virtue of their exclusion.
III. Liability
1. Of the cooperative
Art. 868
The cooperative is liable with its assets for its obligations. It is liable exclusively, unless the articles of association provide otherwise.
2. Of the members
a. Unlimited liability
Art. 869
1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have unlimited personal liability. 2 Where this is the case and creditors suffer losses on the insolvency of the cooperative, the members are jointly and severally liable with their entire assets for all obligations of the cooperative. Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.
b. Limited liability
Art. 870
1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have limited personal liability for the cooperative’s obligations above and beyond their membership contributions and the value of their cooperative shares, although only up to a specified amount. 2 Where shares are held in the cooperative, the amount for which the individual members are liable is determined by the value of their share. 3 Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.
c. Liability to make additional contributions
Art. 871
1 Instead of or in addition to such liability, the articles of association may require the members to make additional contributions, which may be used only to cover net losses for the year. 2 The liability to make additional contributions may be unlimited or else limited to specified amounts or to a specified proportion of the member’s contribution or share in the cooperative. 3 Where the articles of association make no provision on how additional contributions are to be shared among the members, the amount due from each is determined according to the value of their shares in the cooperative or, where no such shares exist, on a per capita basis. 4 The additional contributions may be called in at any time. If the cooperative is insolvent, the right to call in additional contributions accrues to the insolvency administrators. 5 In other respects the provisions governing the calling-in of contributions and declaration of forfeiture are applicable.
d. Inadmissible restrictions
Art. 872
Any provisions made in the articles of association which limit liability to a specific time or to particular obligations or groups of members are void.
e. Procedure in insolvency
Art. 873
1 In the event of the insolvency of a cooperative in which the members are personally liable or liable to make additional contributions, at the same time as they draw up the schedule of claims the insolvency administrators must determine and call in the provisional personal liability of each individual member or the additional contributions they must make. 2 Irrecoverable amounts must be spread equally among the other members, and surpluses repaid once the final distribution list has been drawn up. The members’ right of recourse against each other is reserved. 3 The provisional determination of members’ obligations and the distribution list are subject to challenge by appeal pursuant to the Debt Enforcement and Bankruptcy Act of 11 April 1889. 4 The procedure is determined by Federal Council ordinance.
Para. 3 — SR 281.1 Para. 4 — Amended by No II 10 of the FA of 20 March 2008 on the Formal Revision of Federal Legislation, in force since 1 Aug. 2008 (AS 2008 3437 3452; BBl 2007 6121).
f. Amendment of liability provisions
Art. 874
1 The provisions governing the personal liability or liability to make additional contributions of the members and the reduction or cancellation of share certificates may be amended only by amending the articles of association. 2 Furthermore, the provisions governing reductions of capital by companies limited by shares apply to any reduction or cancellation of share certificates. 3 Any reduction of a member’s personal liability or liability to make additional contributions shall have no effect on obligations that arose prior to publication of the amendment to the articles of association. 4 Where a member’s personal liability or liability to make additional contributions is established or increased, on entry of the resolution in the commercial register it works in favour of all creditors of the cooperative.
Para. 2 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
g. Liability of new members
Art. 875
1 A person joining a cooperative in which the members are personally liable or liable to make additional contributions has the same liability as the other members for the cooperative’s obligations, including those that arose before the new member joined. 2 Any contrary provision made in the articles of association or by agreement between the members has no effect against third parties.
h. Liability after departure or dissolution
Art. 876
1 Where a member with limited or unlimited liability leaves the cooperative as a result of death or for some other reason, that member remains liable for the obligations arising prior to departure if the cooperative becomes insolvent within one year or any longer period stipulated in the articles of association of the date on which the departure was entered in the commercial register. 2 Any liability to make additional contributions remains effective on the same conditions and subject to the same time limits. 3 Where a cooperative is dissolved, the members likewise remain liable or obliged to make additional contributions if insolvency proceedings are commenced in respect of the cooperative within one year or any longer period stipulated in the articles of association of the date on which such dissolution was entered in the commercial register.
i. Notification of accessions and departures for e
Art. 877
1 Where the members have limited or unlimited liability for the cooperative’s debts or are liable to make additional contributions, the board must notify every accession or departure of a member for entry in the commercial register within three months. 2 Further, every departing or excluded member and the heirs of a member have the right to have the member’s departure, exclusion or death entered in the register on their initiative. The commercial register office must immediately notify the cooperative’s board of any such notification. 3 Licensed insurance cooperatives are exempt from the duty to notify their members for entry in the commercial register.
k. Prescriptive periods for liability
Art. 878
1 Creditors’ claims in respect of the personal liability of individual members may be brought by any creditor at any time up to one year after completion of insolvency proceedings, unless the law provides for their extinction at an earlier juncture. 2 The members’ right of recourse against each other likewise prescribes three years after the date of the payment to which the claim relates.
Para. 2 — Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
Section Five: Organisation of the Cooperative
A. General assembly of members
I. Powers
Art. 879
1 The supreme governing body of a cooperative is the general assembly of members. 2 It has the following inalienable powers: 1. to determine and amend the articles of association; 2. to elect the board and the external auditor; 2bis. to approve the annual accounts and if applicable to pass resolutions on the allocation of the balance sheet profit; 3. to approve the management report and the consolidated accounts; 3bis. to pass resolutions on repaying capital reserves; 4. to discharge the board; 5. to make resolutions concerning the matters reserved to the general assembly of members by law or the articles of association.
Para. 2 let. 2 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 let. 2bis — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Para. 2 let. 3 — Amended by No I 3 of the FA of 23 Dec. 2011 (Financial
II. Ballot
Art. 880
In the case of cooperatives with more than 300 members or in which the majority of members are themselves cooperatives, the articles of association may stipulate that all or some of the powers of the general assembly of members be exercised by ballot.
III. Convening the general assembly
1. Right and duty
Art. 881
1 The general assembly of members shall be convened by the board or any other governing body on which the articles of association confer such authority, and where necessary by the external auditor. The liquidators and the representatives of bond creditors also have the right to convene a general assembly. 2 The general assembly of members must be convened at the request of at least one-tenth of the members or, in the case of cooperatives with fewer than 30 members, at least three members. 3 Where the board fails to grant such a request within a reasonable period, on application the court must order that a general assembly be convened.
Para. 1 — First sentence Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
2. Form
Art. 882
1 The general assembly of members must be convened in the form prescribed by the articles of association but in any event no later than five days before the date for which it is scheduled. 2 In the case of cooperatives with more than 30 members, convocation is effective as soon as it is publicly announced.
3. Agenda items
Art. 883
1 The notice convening the meeting must include the agenda items to be discussed and the essential content of any proposed amendments to the articles of association. 2 No resolutions may be made on motions relating to agenda items that were not duly notified, except by means of a motion to convene a further general assembly. 3 No advance notice is required to propose motions on duly notified agenda items and to debate items without passing resolutions.
4. Universal meeting
Art. 884
Where all the cooperative’s members are present, they may, if no objection is raised, pass resolutions without needing to comply with the formal convocation requirements.
IV. Voting rights
Art. 885
Every member has one vote at the general assembly of members or in the ballot.
V. Representation
Art. 886
1 A member may exercise their right to vote at the general assembly of members by appointing another member to act as their representative, but no representative may represent more than one member. 2 In the case of cooperatives with more than 1,000 members, the articles of association may stipulate that each member may represent more than one other member but never more than nine. 3 The articles of association reserve the right to permit representation of members by relatives with capacity to act.
VI. Exclusion of right to vote
Art. 887
1 In the case of resolutions concerning the discharge of the board, persons who have participated in any manner in the management of the cooperative’s business have no right to vote. 2 ...
Para. 2 — Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
VII. Resolutions
1. In general
Art. 888
1 Unless otherwise provided for by law or the articles of association, the general assembly of members shall pass resolutions and decide elections by an absolute majority of the votes cast. The same applies to resolutions and elections by ballot. 2 The dissolution of the cooperative and any amendment to the articles of association require a majority of two-thirds of the votes cast. The articles of association may stipulate more restrictive conditions for such resolutions.
Para. 2 — Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
2. Increase of members’ obligations
Art. 889
1 Resolutions to introduce or increase the members’ personal liability or their liability to make additional contributions require the consent of three-quarters of all members. 2 Members who did not vote in favour are not bound by such resolutions providing they give notice of their departure from the cooperative within three months of the publication of the resolution in question. Such departure takes effect as of the date on which the resolution comes into force. 3 In such cases, departure may not be made conditional on payment of a severance penalty.
VIII. Dismissal of the board and the external audi
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 890
1 The general assembly of members is entitled to dismiss the members of the board and the external auditor and any registered attorneys or commercial agents appointed by them. 2 On application by at least one-tenth of the members, the court may order such dismissals where good cause exists and, in particular, where the persons in question neglected their duties or were unable to fulfil them. In such cases the court must, where necessary, order that fresh elections be held by the competent body of the cooperative and take appropriate measures for the interim. 3 The claims for compensation of persons thus dismissed are reserved.
Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
IX. Challenging resolutions of the general assembl
Art. 891
1 The board or any member may challenge resolutions made by the general assembly of members or by ballot which violate the law or the articles of association by bringing action against the cooperative before the court. Where the board is the claimant, the court shall appoint a representative for the cooperative. 2 The right of challenge lapses where the action is not brought within two months of the adoption of the resolution. 3 A court judgment that annuls a resolution is effective for and against all the members.
X. Assembly of delegates
Art. 892
1 Cooperatives with more than 300 members or in which the majority of the members are cooperatives may delegate all or some of the powers of the general assembly of members to an assembly of delegates by means of the articles of association. 2 Rules governing the composition, election and convocation of the assembly of delegates are laid down in the articles of association. 3 Every delegate has one vote in the assembly of delegates, unless different provision for right to vote is made in the articles of association. 4 In other respects the statutory provisions governing the general assembly of members apply to the assembly of delegates.
XI. Exceptions for insurance cooperatives
Art. 893
1 Licensed insurance cooperatives with more than 1,000 members may delegate all or some of the powers of the general assembly of members to the board by means of the articles of association. 2 The powers of the general assembly of members to introduce or increase the members’ liability to make additional contributions and to dissolve, merge, split and modify the legal form of the cooperative are not transferable.
Para. 2 — Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
XII. Venue and use of electronic means
Art. 893a
The rules of the law on companies limited by shares on the venue and using electronic means when preparing for and conducting the general assembly apply mutatis mutandis.
Art. 893a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
B. Board
I. Eligibility
1. Membership
Art. 894
1 The board of the cooperative shall comprise at least three persons; a majority of them must be members. 2 Where a legal entity or commercial company holds a participation in the cooperative, it shall not be eligible as such to serve as a member of the board; however, its representative may be elected in its stead.
2....
Art. 895
Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Term of office
Art. 896
1 The members of the board shall be elected for a maximum term of office of four years, but may be re-elected unless the articles of association provide otherwise. 2 The provisions governing companies limited by shares apply to terms of office of members of the board of licensed insurance cooperatives.
III. Administrative committees
Art. 897
The articles of association may delegate some of the duties and powers of the board to one or more committees elected by the board.
IV. Business management and representation
1. Delegation
Art. 898
1 The articles of association may authorise the general assembly of members or the board to delegate responsibility for managing the cooperative’s business or parts thereof and for representing the cooperative to one or more persons, business managers or executive officers, who need not be members of the cooperative. 2 A cooperative must be able to be represented by a person who is resident in Switzerland. This person must be a director, a business manager or an executive officer. This person must have access to the register under Article 837.
Art. 898 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 — Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).
2. Scope and restriction
Art. 899
1 The persons with authority to represent the cooperative may carry out in its name any transactions conducive to the achievement of the cooperative’s objects. 2 Any restriction of such authority shall have no effect in relation to bona fide third parties, subject to any provisions entered in the commercial register that govern exclusive representation of the principal place of business or a branch office or joint management of the cooperative. 3 The cooperative is liable for any loss or damage resulting from unauthorised acts carried out in the exercise of his function by a person authorised to manage the cooperative’s business or to represent it.
3. Contracts between the cooperative and its repre
Art. 899a
If the cooperative is represented in the conclusion of a contract by the same person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the cooperative's goods or services does not exceed 1,000 francs.
Art. 899a — Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
4. Signatures
Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 900
The persons with authority to represent the cooperative must sign by appending their signature to the cooperative’s business name.
5. …
Art. 901
Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
V. Duties
1. In general
Art. 902
1 The board must conduct the business of the cooperative with all diligence and employ its best endeavours to further the cooperative’s cause. 2 In particular, it has a duty: 1. to prepare the business of the general assembly of members and implement its resolutions; 2. to supervise the persons entrusted with the cooperative’s business management and representation with regard to compliance with the law, the articles of association and any applicable regulations and to keep itself regularly informed of the cooperative’s business performance. 3 The board is responsible for ensuring that: 1. the minutes of its meetings, the minutes of the general assembly, the necessary accounting records and the membership list are kept properly; 2. the annual report is drawn up and submitted to the external auditor for examination in accordance with the statutory provisions; and 3. the prescribed notifications concerning accessions and departures of members are made to the commercial register office.
Para. 3 let. 3 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
2. Repayment of contributions
Art. 902a
The rules of the law on companies limited by shares apply mutatis mutandis to the repayment of contributions.
Art. 902a — Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
3. Imminent insolvency, loss of capital and overin
Art. 903
1 The provisions of the law on companies limited by shares on imminent insolvency, overindebtedness and the revaluation of immovable property and participations apply mutatis mutandis. 2 In the case of cooperatives with share certificates, the provisions of the law on companies limited by shares on loss of capital also apply mutatis mutandis.
Art. 903 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
VI. Return of payments to members
Art. 904
1 In the event that the cooperative becomes insolvent, the board is obliged to reimburse the cooperative's creditors for all payments received in the three years prior to the onset of insolvency in the form of shares in the profit or under any other designation to the extent such payments exceed adequate remuneration for the consideration rendered and should not have been made under a prudent accounting regime. 2 Such reimbursement shall be excluded to the extent that no claim for it exists under the provisions governing unjust enrichment. 3 The court shall decide at its discretion, taking due account of all the circumstances.
VII. Dismissal and suspension
Art. 905
1 The board may at any time dismiss the committees, business managers, executive officers and other registered attorneys and commercial agents that it has appointed. 2 The registered attorneys and commercial agents appointed by the general assembly of members may be suspended from their duties at any time by the board, providing a general meeting is convened immediately. 3 Claims for compensation made by persons dismissed or suspended are reserved.
C. External auditor
I. In general
Art. 906
1 The external auditor is governed mutatis mutandis by the provisions on companies limited by shares. 2 An ordinary audit of the annual accounts may be requested by: 1. 10 per cent of the members; 2. members who together represent at least 10 per cent of the nominal capital; 3. members who personally liable or under an obligation to make additional capital contributions.
Art. 906 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
II. Verification of the membership list
Art. 907
In the case of cooperatives in which the members are personally liable or liable to make additional capital contributions, the external auditor must verify that the membership list has been kept correctly. If the cooperative has no external auditor, the board must arrange for the membership list to be verified by a licensed auditor.
Art. 907 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10). Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10).
D. Defects in organisation
Art. 908
In the case of defects in the organisation of a cooperative, the corresponding provisions on companies limited by shares apply.
Art. 908 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Art. 909 and 910
Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
Section Six: Dissolution of the Cooperative
A. Grounds for dissolution
Art. 911
The cooperative shall be dissolved: 1. in accordance with the articles of association; 2. by resolution of the general assembly of members; 3. by the commencement of insolvency proceedings; 4. in the other cases provided for by law.
B. Entry in the commercial register
Art. 912
1 The dissolution of a cooperative must be entered in the commercial register. 2 Notice of dissolution by court judgment must be given by the court to the commercial register office immediately. 3 Notice of dissolution on other grounds must be given by the cooperative to the commercial register office.
Art. 912 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
C. Liquidation, distribution of assets
Art. 913
1 The cooperative shall be liquidated in accordance with the provisions governing companies limited by shares, subject to the following provisions. 2 The assets of the dissolved cooperative remaining after payment of all its debts and repayment of any shares may be distributed among the members only where the articles of association provide for such distribution. 3 Unless the articles of association provide otherwise, in this case the assets are distributed among the members as at the time of dissolution or their legal successors on a per capita basis. The statutory entitlement of departed members or their heirs to a financial settlement is reserved. 4 Where the articles of association make no provision for such distribution among the members, the liquidation surplus must be used for the cooperative’s purpose or to promote charitable causes. 5 Unless the articles of association provide otherwise, the general assembly of members shall decide on this matter.
D. ...
Art. 914
Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).
E. Takeover by a public sector corporation
Art. 915
1 Where the assets of a cooperative are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general assembly of members it may be agreed that no liquidation will take place. 2 The resolution of the general assembly of members must be made in accordance with the provisions governing dissolution and notice thereof given to the commercial register office. 3 On entry of such resolution in the commercial register, the transfer of the cooperative’s assets and debts is complete and the cooperative's name must be deleted.
Section Seven: Liability
A. Liability to the cooperative
Art. 916
All persons engaged in the administration, business management or auditing or liquidation of the cooperative are liable to the cooperative for the losses arising from any wilful or negligent breach of their duties.
Art. 916 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
B. Liability to the cooperative, members and credi
Art. 917
1 Any director or liquidator who wilfully or negligently breaches their statutory duties with regard to the overindebtedness of the cooperative is liable to the cooperative, the individual members and the creditors for the losses arising. 2 Claims for compensation for losses suffered by the members and the creditors only indirectly through harm done to the cooperative must be brought in accordance with the provisions governing companies limited by shares.
C. Joint and several liability and recourse
Art. 918
1 Where two or more persons are responsible for the same loss, they are jointly and severally liable. 2 The right of recourse among several defendants shall be determined by the court with due regard to the degree of fault.
D. Prescription
Art. 919
1 A claim for damages against any person held liable under the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased. 2 If the person liable has committed a criminal offence through his or her harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given.
Art. 919 — Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Para. 1 — Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
E. Liability in credit and insurance cooperatives
Art. 920
In the case of credit cooperatives and licensed insurance cooperatives, liability shall be determined according to the provisions governing companies limited by shares.
Section Eight: Cooperative Unions
A. Requirements
Art. 921
Three or more cooperatives may form a cooperative union and constitute it as a cooperative.
B. Organisation
I. Assembly of delegates
Art. 922
1 Unless the articles of association provide otherwise, the supreme governing body of the cooperative union shall be the assembly of delegates. 2 The articles of association shall determine the number of delegates from the affiliated societies. 3 Unless the articles of association provide otherwise, each delegate shall have one vote.
II. Board
Art. 923
Unless the articles of association provide otherwise, the board shall be made up of members from the affiliated cooperatives.
III. Monitoring, challenge
Art. 924
1 The articles of association may grant the board of the union the right to monitor the business activities of the affiliated cooperatives. 2 They may the grant the board of the union the right to challenge in court the resolutions made by the individual affiliated societies.
IV. Exclusion of new obligations
Art. 925
Accession to a cooperative union may not bring with it any obligations for the members of the acceding cooperative which they do not already have by law or under the articles of association of their own cooperative.
Section Nine: Involvement of Public Sector Corpora
Art. 926
1 Where public sector corporations such as the Confederation or a canton, district or commune have a public interest in a cooperative, the cooperative’s articles of association may grant that corporation the right to appoint representatives to the board or the external auditor. 2 These directors and external auditors appointed by a public sector corporation shall have the same rights and duties as those elected by the cooperative. 3 Only the public sector corporation shall have the right to dismiss the representatives that it appointed to the board and the external auditor. The public sector corporation is liable to the cooperative, its members and creditors for the actions of these representatives, subject to the rights of recourse under federal and cantonal law.
Para. 1 — Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 3 — First sentence Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in