Amended by the Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). See the Final and Transitional Provisions of Title XXIV–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 Thirty: The Commercial Register
Amended by No I 1 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021, Art. 928b und 928c in force since 1 April 2020 (AS 2020 957; BBl 2015 3617).
A. Definition and purpose
Art. 927
1 The commercial register is a network of state-run databases. Its primary purpose is the recording and publication of legally relevant information about legal entities, which serves to provide legal certainty and protect third parties. 2 Legal entities for the purpose of this Title are: 1. sole proprietorships; 2. general partnerships; 3. limited partnerships; 4. companies limited by shares; 5. partnerships limited by shares; 6. limited liability companies; 7. cooperatives; 8. associations; 9. foundations; 10. limited partnerships for capital investment schemes; 11. investment companies with fixed capital; 12. investment companies with variable capital; 13. public institutions; 14. branch offices.
B. Organisation
I. Commercial register authorities
Art. 928
1 The cantons are responsible for running the commercial register offices. They are free to run the commercial register on a cross-cantonal basis. 2 The Confederation shall exercise oversight over the keeping of the commercial register.
II. Cooperation between authorities
Art. 928a
1 The commercial register authorities shall work together to fulfil their tasks. They shall provide each other with the information and documents that are required to fulfil their tasks. 2 Unless the law provides otherwise, federal and cantonal courts and administrative authorities shall notify the commercial register offices of facts that require registration, amendment or deletion in the commercial register. 2bis The federal supervisory authority for the commercial register shall ensure that the central database on persons does not contain entries that are incompatible with any activity prohibition order under Article 67 des Criminal Code, Article 50 of the Military Criminal Code of 13 June 1927 or Article 16a paragraph 1 of the Juvenile Criminal Law Act of 20 June 2003. It shall in particular verify whether activity prohibition orders notified in accordance with Article 64a of the Criminal Records Register Act of 17 June 2016 are compatible with the functions entered in the central
Para. 2bis — SR 311.0 Para. 2bis — SR 321.0 Para. 2bis — SR 311.1 Para. 2bis — SR 330 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). Para. 2ter — 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. 2quater — Inserted by No I 1 of the FA of 18 March 2022 on Combating Abuse of Bankrupt
C. Central databases
Art. 928b
1 The federal supervisory authority for the commercial register operates the central databases on the legal entities and persons recorded in the cantonal registers. The central databases allow the registered legal entities and persons to be found, and their data to be linked and differentiated. 2 The federal supervisory authority for the commercial register is responsible for compiling the data for the central database on legal entities. It shall make the public data on legal entities available online free of charge for individual queries. 3 The commercial register offices are responsible for compiling the data for the central database on persons. The federal supervisory authority for the commercial register shall make the data on natural persons available free of charge on the internet for individual queries. 4 The Confederationis responsible for the security of the information systems and the legality of the data processing.
Para. 1 — Amended 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. 2 — Amended 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. 3 — 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).
D. OASI number and personal number
Term in accordance with Annex No 3 of the FA of 18 Dec. 2020 (Systematic Use of the OASI Number by Authorities), in force since 1 Jan. 2022 (AS 2021 758; BBl 2019 7359). This modification has been made in the provisions specified in the AS.
Art. 928c
1 The commercial register authorities shall use the OASI number systematically to identify natural persons. 2 They shall only disclose the OASI number to other authorities and institutions that require the number to carry out their statutory duties in connection with the commercial register and that are entitled to make systematic use of the number. 3 Natural persons recorded in the central database for persons shall also be allocated a non-descriptive personal number.
E. Registration, amendment and deletion
I. Principles
Art. 929
1 Entries in the commercial register must be true and must neither be misleading nor contrary to any public interest. 2 Recording in the commercial register is based on an application. Documents must be provided in support of the information to be recorded. 3 Entries may be made based on a judgment or ruling of a court or an administrative authority or ex officio.
II. Business identification number
Art. 930
The legal entities entered in the commercial register registered are assigned a business identification number in accordance with the Federal Act of 18 June 2010 on the Business Identification Number.
SR 431.03
III. Obligation to register and voluntary registra
1. Sole proprietorships and branch offices
Art. 931
1 A natural person who operates a business that in the most recent financial year achieved revenues of at least 100 000 francs must have their sole proprietorships entered in the commercial register at the place of foundation. Exempted from this obligation are members of the liberal professions and farmers who do not operate a commercial business. 2 Branch offices must be entered in the commercial register of the place where they are located. 3 Sole proprietorships and branch offices that are not required to register are nonetheless entitled to be registered.
2. Public institutions
Art. 932
1 Public institutions must be entered in the commercial register if they primarily carry on a private gainful economic activity or if the federal, cantonal or communal law requires their registration. They shall be registered at the location of their seat. 2 Public institutions that are not required to register are nonetheless entitled to be registered.
IV. Change in facts
Art. 933
1 If a fact must be entered in the commercial register, any change in this fact must also be recorded. 2 A person no longer associated with an entity is entitled to apply for the entry relating to them to be deleted. The Ordinance regulates the details.
V. Ex officio deletion
1. Legal entities that do not operate as a busines
Art. 934
1 If a legal entity is no longer operating as a business and if it no longer has any disposable assets, the commercial register office shall delete it from the commercial register. 2 The commercial register office shall request the legal entity to give notice of any interest in keeping the entry. If there is no response to this request, it shall request other persons concerned to give notice of any such interest by publishing the request in the Swiss Official Commercial Gazette. If there is no response to this request, the legal entity shall be deleted. 3 If other persons concerned give notice of an interest in keeping the entry, the commercial register office shall refer the matter to the court for a decision.
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. In the event of a sole proprietorship or branch
Art. 934a
1 If a sole proprietorship no longer has a domicile, then if there is no response to a request published in the Swiss Official Commercial Gazette, it shall be deleted from the commercial register. 2 If a branch office with a principal place of business in Switzerland no longer has a domicile, the branch office shall be deleted by the commercial register office if there is no response to a request made to the principal place of business.
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).
VI. Reinstatement
Art. 935
1 Any person claiming a legitimate interest may request the court to have a deleted legal entity reinstated in the commercial register. 2 A person shall have a legitimate interest in particular if: 1. on conclusion of the liquidation of the deleted legal entity not all its assets have been sold or distributed; 2. the deleted legal entity is still a party to court proceedings; 3. reinstatement is required in order to correct a public register; or 4. in a case of bankruptcy, reinstatement of the deleted legal entity is required in order to conclude the bankruptcy proceedings. 3 If there are defects in the organisation of the legal entity, the court shall take the required measures when ordering reinstatement.
F. Publicity and effectiveness
I. Publicity and publication on the internet
Art. 936
1 The commercial register is public. The information made public includes the entries, applications and the supporting documents. OASI numbers are not public. 2 The entries, articles of association and foundation deeds shall be made accessible on the internet free of charge. Further documents and applications may be inspected at the commercial register office concerned or may on request be made accessible on the internet. 3 It shall be possible, based on certain criteria, to conduct a search of entries in the commercial register made accessible on the internet. 4 Amendments to the commercial register must remain chronologically traceable.
II. Publication in the Swiss Official Commercial G
Art. 936a
1 Entries in the commercial register shall be published online in the Swiss Official Commercial Gazette. They become effective on publication. 2 All statutory publications shall also be made online in the Swiss Official Commercial Gazette.
III. Effects
Art. 936b
1 If a fact is entered in the commercial register, no one may claim that they were unaware of it. 2 Where the entry of a fact is required but such fact was not entered in the register, it may be relied on in relation to third parties only if it can be shown that they were aware of the said fact. 3 Any person who has relied in good faith on a recorded fact even though it was incorrect must be protected in their good faith unless there are overriding interests to the contrary.
G. Obligations
I. Obligation to verify
Art. 937
The commercial register authorities shall verify whether the legal requirements for recording in the commercial register are met, and in particular whether the application and the supporting documents are not contrary to any mandatory regulations and have the legally required content.
II. Request and ex officio recording
Art. 938
1 The commercial register office shall request parties to fulfil the obligation to register and shall fix a deadline for doing so. 2 If the parties do not comply with the request within the deadline, the office shall record the required entries ex officio.
III. Organisational defects
Art. 939
1 If the commercial register office identifies defects in the organisational aspects required by law of trading companies, cooperatives, associations, foundations not subject to supervision or branch offices with principal place of business abroad that are entered in the commercial register, it shall request the legal entity concerned to rectify the defect, and fix a deadline for doing so. 2 If the defect is not rectified not within the deadline, the office shall refer the matter to the court. The court shall take the required measures. 3 In the case of foundations and legal entities that are subject to supervision under the Collective Investment Schemes Act of 23 June 2006, the matter shall be referred to the supervisory authority.
Para. 3 — SR 951.31
H. Fixed penalties
Art. 940
Any person who is served by the commercial register office with a request to fulfil their obligation to register containing a reference to the penalties under this Article and who fails to comply with this obligation within the period allowed may be issued by the commercial register office with a fixed penalty not exceeding 5000 francs.
I. Fees
Art. 941
1 Any person who gives cause for the commercial register authority to issue a ruling or who claims a service from the same must pay a fee. 2 The Federal Council shall regulate the charging of the individual fees, in particular: 1. the basis for calculating the fees; 2. the waiving of fees; 3. liability when more than one person is required to pay a fee; 4. the due date, billing and advance payment of fees; 5. the prescription of fee debts; 6. the share of cantonal fee revenues paid to the Confederation. 3 It shall take account of the equivalence principle and the break-even principle in regulating the fees.
J. Legal remedies
Art. 942
1 Rulings of the commercial register offices may be contested within 30 days of being issued. 2 Each canton shall designate a higher court as the sole appellate authority. 3 The cantonal courts shall give notice of their decisions to the commercial register office without delay and shall also give notice thereof to the federal oversight authority for the commercial register.
Para. 3 — Amended 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).
K. Ordinance
Art. 943
The Federal Council shall issue regulations on: 1. the keeping of the commercial register and oversight; 2. application, registration, amendment, deletion and reinstatement; 3. the content of entries; 4. the supporting documents and their verification; 5. publication and effectiveness; 6. the organisation of the Swiss Official Commercial Gazette and its publication; 7. cooperation and obligation to provide information; 8. the use of OASI numbers and personal numbers; 9. the centralised databases on legal entities and persons; 10. the modalities for electronic communication; 11. the procedures.
Title Thirty-One: Business Names
A. General principles of business name composition
I. General provisions
Art. 944
1 In addition to the essential content required by law, each business name may contain information which serves to describe the persons mentioned in greater detail, an allusion to the nature of the company or an invented name provided that the content of the business name is truthful, cannot be misleading and does not run counter to any public interest. 2 The Federal Council may enact provisions regulating the permissible scope for use of national and territorial designations in business names.
II. Names of sole proprietorships
1. Essential content
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. 945
1 A person operating a business as sole proprietor must use his family name, with or without first name, as the essential content of his business name. 2 If the business name contains other family names, it must indicate which one is the proprietor’s family name. 3 The business name must not have any kind of suffix or ending which suggests constitution as a company or partnership.
Para. 2 — Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).
2. Exclusivity of the registered business name
Art. 946
1 The name of a sole proprietorship entered in the commercial register may not be used by another business proprietor in the same location even if he has the same first name and family name from which the older business name is formed. 2 In such a case, the owner of the newer business must add a suffix or ending to his own name to produce a business name which is clearly distinct from the older business name. 3 Claims in respect of unfair competition against sole proprietorships registered in other locations are reserved.
Para. 1 — Footnote relevant to German version. Para. 3 — Footnote relevant to German version.
Art. 947 and 948
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). See however the transitional provision to this amendment at the end of the text.
Art. 949
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).
III. Company names
1. Composition of the business name
Art. 950
1 Commercial enterprises and cooperatives are free to choose their business name subject to the general principles on the composition of business names. The business name must indicate the legal form. 2 The Federal Council shall specify which abbreviations of legal forms are permitted.
Art. 950 — Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).
2. Exclusivity of the registered business name
Art. 951
The business names of a commercial enterprise or a cooperatives must be clearly distinct from every other business name of businesses in any of these legal forms already registered in Switzerland.
Art. 951 — Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305). See however the transitional provision to this amendment at the end of the text.
IV. Branch offices
Art. 952
1 A branch office must have the same business name as the principal place of business; however, it may append a special addition to its business name providing this applies only to that particular branch office. 2 The business name of the branch office of a company whose seat is outside Switzerland must also indicate the location of the principal place of business, the location of the branch office and the express designation of branch office.
V. ...
Art. 953
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).
VI. Change of name
Art. 954
The previous business name may be retained where the name of the business owner or partner contained therein has been changed by operation of law or by the competent authority.
B. Obligation to use business and other names
Art. 954a
1 In correspondence, on order forms and invoices and in official communications, the business or other name entered in the commercial register must be given in full and unamended. 2 Shortened names, logos, trade names, brand names and similar may also be used.
Art. 954a — 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).
C. Monitoring
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. 955
The registrar is obliged ex officio to ensure that the interested parties comply with the provisions governing the composition of business names.
D. Reservation of other provisions of federal law
Art. 955a
The registration of a business name does not relieve the persons entitled to use the same of the obligation to comply with other provisions of federal law, in particular on protection against deceit in business.
Art. 955a — Inserted by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017 (AS 2015 3631; BBl 2009 8533).
E. Protection of business names
Amended by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017 (AS 2015 3631; BBl 2009 8533).
Art. 956
1 The business name of a sole proprietor or commercial company or cooperative entered in the commercial register and published in the Swiss Official Gazette of Commerce is for the exclusive use of the party that registered it. 2 A party whose interests are injured by the unauthorised use of a business name may apply for an injunction banning further abuse of the business name and sue for damages if the unauthorised user is at fault.
Title Thirty-Two: Commercial Accounting, Financial
Amended by No I 2 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). See also the Transitional Provision to this Amendment, at the end of this Code. Amended by No I of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399).
Section One: General Provisions
A. Duty to keep accounts and file financial report
Art. 957
1 The duty to keep accounts and file financial reports in accordance with the following provisions applies to: 1. sole proprietorships and partnerships that have achieved sales revenue of at least 500,000 francs in the last financial year; 2. legal entities. 2 The following need only keep accounts on income and expenditure and on their asset position: 1. sole proprietorships and partnerships with less than 500,000 francs sales revenue in the last financial year; 2. associations and foundations which are not required to be entered in the commercial Register; 3. foundations that are exempt from the requirement to appoint an external auditor under Article 83b paragraph 2 Swiss Civil Code. 3 For undertakings in accordance with paragraph 2, recognised accounting principles apply mutatis mutandis.
Para. 2 let. 3 — SR 210
B. Accounting
Art. 957a
1 Accounting forms the basis for financial reporting. It records the transactions and circumstances that are required to present the asset, financing and earnings position of the undertaking (the economic position). 2 It follows the recognised accounting principles. Particular note must be taken of the following: 1. the complete, truthful and systematic recording of transactions and circumstances; 2. documentary proof for individual accounting procedures; 3. clarity; 4. fitness for purpose given the form and size of the undertaking; 5. verifiability. 3 An accounting voucher is any written record on paper or in electronic or comparable form that is required to be able to verify the business transaction or the circumstances behind an accounting entry. 4 Accounting is carried out in the national currency or in the currency required for business operations. 5 It is carried out in one of the official Swiss languages or in English. It may be carried out in writing, electronically or in a com
C. Financial reporting
I. Aim and constituent elements
Art. 958
1 Financial reporting is intended to present the economic position of the undertaking in such a manner that third parties can make a reliable assessment of the same. 2 The accounts are filed in the annual report. This contains the annual accounts (the financial statements of the individual entity), comprising the balance sheet, the profit and loss account and the notes to the accounts. The regulations for larger undertakings and corporate groups are reserved. 3 The annual report must be prepared within six months of the end of the financial year and submitted to the responsible management body or the responsible persons for approval. It must be signed by the chairperson of the supreme management or administrative body and the person responsible for financial reporting within the undertaking.
II. Principles of financial reporting
1. Going-concern assumption
Art. 958a
1 Financial reporting is based on the assumption that the undertaking will remain a going concern for the foreseeable future. 2 If it is intended or probably inevitable that all or some activities will cease in the next twelve months from the balance sheet date, then the financial reports for the relevant parts of undertaking must be based on realisable values. Provisions must be made for expenditures associated with ceasing activities. 3 Derogations from the going-concern assumption must be specified in the notes to the accounts; their influence on the economic position must be explained.
2. Chronological and material distinction
Art. 958b
1 Expenditure and income must be entered separately depending on the date and nature of the transaction. 2 Provided the net proceeds from the sale of goods or services or financial income does not exceed 100,000 francs, accruals based on time may be dispensed with and instead based on expenditure and income. 3 If the financial reporting is not carried out in francs, the annual average exchange rate shall be applied to ascertain the value in accordance with paragraph 2.
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).
III. Recognised financial reporting principles
Art. 958c
1 The following principles in particular apply to financial reports: 1. they must be clear and understandable; 2. they must be complete; 3. they must be reliable; 4. they must include the essential information; 5. they must be prudent; 6. the same rules must be applied in presentation and valuation; 7. assets and liabilities and income and expenditure may not be offset against each other. 2 The sum entered for the individual items on the balance sheet and in the notes to the account must be proven by an inventory or by some other method. 3 Financial reports must be adapted to the special features of the undertaking and the sector while retaining the statutory minimum content.
IV. Presentation, currency and language
Art. 958d
1 The balance sheet and the profit and loss account may be presented in account or in report form. Items that have no or a negligible value need not be shown separately. 2 In the annual accounts, the corresponding values of the previous year must be shown alongside the figures for the relevant financial year. 3 Financial reports are presented in the national currency or in the currency required for business operations. If the national currency is not used, the values must also be shown in the national currency. The exchange rates applied must be published in the notes to the accounts and if applicable explained. 4 Financial reports are presented in one of the official Swiss languages or in English.
D. Publication and inspection
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. 958e
1 Following their approval by the competent management body, the annual accounts and consolidated accounts together with the audit reports must either be published in the Swiss Official Gazette of Commerce or sent as an official copy to any person who requests the same within one year of their approval at his or her expense where the undertaking: 1. has outstanding debentures; or 2. has equity securities listed on a stock market. 2 Other undertakings must allow creditors who prove a legitimate interest to inspect the annual report and the audit reports. In the event of a dispute, the court decides. 3 If the undertaking exercises a waiver in accordance with Article 961d paragraph 1, 962 paragraph 3 or 963a paragraph 1 number 2, publication and inspection shall be governed by the rules for its own annual accounts.
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).
E. Keeping and retaining accounting records
Art. 958f
1 The accounting records and the accounting vouchers together with the annual report and the audit report must be retained for ten years. The retention period begins on expiry of the financial year. 2 The annual report and the audit report must be retained in a written form and signed. 3 The accounting records and the accounting vouchers may be retained on paper, electronically or in a comparable manner, provided that correspondence with the underlying business transactions and circumstances is guaranteed thereby and provided they can be made readable again at any time. 4 The Federal Council shall issue regulations on the accounting records that must be kept, the principles for keeping and retaining them and on the information carriers that may be used.
Section Two: Annual Accounts and Interim Accounts
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).
A. Balance sheet
I. Purpose of the balance sheet, duty to prepare a
Art. 959
1 The balance sheet shows the asset and financing position of the undertaking on the balance sheet date. It is structured into assets and liabilities. 2 Items must be entered on the balance sheet as assets if due to past events they may be disposed of, a cash inflow is probable and their value can be reliably estimated. Other assets may not be entered on the balance sheet. 3 Cash and cash equivalents and other assets that will probably become cash or cash equivalents assets or otherwise be realised within one year of the balance sheet date or within the normal operating cycle must be entered on the balance sheet as current assets. All other assets are entered on the balance sheet as capital assets. 4 Borrowed capital and shareholders’ equity must be entered on the balance sheet as liabilities. 5 Liabilities must be entered on the balance sheet as borrowed capital if they have been caused by past events, a cash outflow is probable and their value can be reliably estimated. 6 Liabilities
II. Minimum structure
Art. 959a
1 Among the assets, the liquidity ratio must be shown based on at least the following items, both individually and in the specified order: 1. current assets: a. cash and cash equivalents and current assets with a stock exchange price, b. trade receivables, c. other current receivables, d. inventories and non-invoiced services, e. accrued income and prepaid expenses; 2. capital assets: a. financial assets, b. shareholdings, c. tangible fixed assets, d. intangible fixed assets, e. non-paid up basic, shareholder or foundation capital. 2 The due date of liabilities must be shown based on at least the following items, both individually and in the specified order: 1. current borrowed capital: a. trade creditors, b. current interest-bearing liabilities, c. other current liabilities, d. deferred income and accrued expenses; 2. long-term borrowed capital: a. long-term interest-bearing liabilities, b. other long-term liabilities, c. provisions and similar items required by law; 3. shareholders’
Para. 2 let. 3 let. d — 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. 3 let. e — 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. 3 let. f — 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 let. g — Inserted by No I of the FA of 1
B. Profit and loss account; minimum structure
Art. 959b
1 The profit and loss account shall present the earnings of the company over the financial year. It may be prepared according to the period-based accounting method or the cost of sales method. 2 If the period-based accounting method is used (nature of expense method), a minimum of the following items must be shown individually and in the specified order: 1. net proceeds from sales of goods and services; 2. changes in inventories of unfinished and finished goods and in non-invoiced services; 3. cost of materials; 4. staff costs; 5. other operational costs; 6. depreciation and valuation adjustments on fixed asset items; 7. financial costs and financial income; 8. non-operational costs and non-operational income; 9. extraordinary, non-recurring or prior-period costs and income; 10. direct taxes; 11. annual profit or annual loss. 3 If the cost of sales method is used (activity-based costing method), a minimum of the following items must be shown individually and in the specified order: 1.
C. Notes to the accounts
Art. 959c
1 The notes to the annual accounts supplement and explain the other parts of the annual accounts. They contain: 1. details of the principles applied in the annual accounts where these are not specified by law; 2. information, breakdowns and explanations relating to items on the balance sheet and in the profit and loss account; 3. the total amount of replacement reserves used and the additional hidden reserves, if this exceeds the total amount of new reserves of the same type where the result achieved thereby is considerably more favourable; 4. other information required by law. 2 The notes to the accounts must also include the following information, unless it is already provided on the balance sheet or in the profit and loss account: 1. the business name or name of the undertaking as well as its legal form and registered office; 2. a declaration as to whether the number of full-time positions on annual average is no more than 10, 50 or 250; 3. the business name, legal form and register
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. 2 let. 14 — 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. 15 — 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. Valuation
I. Principles
Art. 960
1 Assets and liabilities are normally valued individually, provided they are significant and not normally consolidated as a group for valuation purposes due to their similarity. 2 Valuation must be carried out prudently, but this must not prevent the reliable assessment of the economic position of the undertaking. 3 If there are specific indications that assets have been overvalued or that provisions are too low, the values must be reviewed and adjusted if necessary.
II. Assets
1. In general
Art. 960a
1 When first recorded, assets must be valued no higher than their acquisition or manufacturing costs. 2 In any subsequent valuation, assets must not be valued higher than their acquisition or manufacturing costs. Provisions on individual types of assets are reserved. 3 Loss in value due to usage or age must be taken into account through depreciation, while other losses in value must be taken into account through valuation adjustments. Depreciation and valuation adjustments must be applied in accordance with generally recognised commercial principles. They must be deducted directly or indirectly from the relevant assets and charged to the profit and loss account and may not be shown under liabilities. 4 For replacement purposes and to ensure the long-term prosperity of the undertaking, additional depreciation and valuation adjustments may be made. For the same purposes, the cancellation of depreciation and valuation adjustments that are no longer justified may be dispensed with.
2. Assets with observable market prices
Art. 960b
1 In the subsequent valuation, assets with a stock exchange price or another observable market price in an active market may be valued at that price as of the balance sheet date, even if this price exceeds the nominal value or the acquisition value. Any person who exercises this right must value all assets in corresponding positions on the balance sheet that have an observable market price at the market price as of the balance sheet date. In the notes to the accounts, reference must be made to this valuation. The total value of the corresponding assets must be disclosed separately for securities and other assets with observable market price. 2 If assets are valued at the stock exchange price or at the market price as of the balance sheet date, a value adjustment to be charged to the profit and loss account may be made in order to take account of fluctuations in the price development. Such valuation adjustments are not permitted, however, if they would result in both the acquisition val
3. Inventories and non-invoiced services
Art. 960c
1 If the realisable value in the subsequent valuation of inventories and non-invoiced services taking account of expected costs is less than the acquisition or manufacturing costs on balance sheet date, this value must be entered. 2 Inventories comprise raw materials, work in progress, finished goods and resale merchandise.
4. Capital assets
Art. 960d
1 Capital assets are assets that are acquired with the intention of using or holding them for the long-term. 2 Long-term means a period of more than twelve months. 3 Shareholdings are shares in the capital of another undertaking that are held for the long-term and confer a significant influence. This is presumed if the shares confer at least 20 per cent of the right to vote.
III. Liabilities
Art. 960e
1 Liabilities must be entered at their nominal value. 2 If past events lead to the expectation of a cash outflow in future financial years, the provisions probably required must be made and charged to the profit and loss account. 3 Provisions may also be made in particular for: 1. regularly incurred expenditures from guarantee commitments; 2. renovations to tangible fixed assets; 3. restructuring; 4. securing the long-term prosperity of the undertaking. 4 Provisions that are no longer required need not be cancelled.
E. Interim account
Art. 960f
1 An interim account shall be prepared in accordance with the rules on annual accounts and shall comprise a balance sheet, a profit and loss account and the notes to the accounts. The rules for larger undertakings and groups are reserved. 2 Simplifications or abbreviations are permitted provided they do not adversely affect the presentation of the business performance. The account must as a minimum have the headings and subtotals contained in the most recent annual accounts. In addition, the notes to interim accounts shall contain the following information: 1. the purpose of the interim account; 2. the simplifications and abbreviations, including any derogations from the principles applied in the most recent annual accounts; 3. other factors that have significantly influenced the economic situation of the undertaking during the reporting period, in particular comments on seasonal factors. 3 The interim account shall be designated as such. It must be signed by the chair of the highest m
Art. 960f — 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 Three: Financial Report for Larger Underta
A. Additional requirements for the annual report
Art. 961
Undertakings that are required by law to have an ordinary audit must: 1. provide additional information in the notes to the annual accounts; 2. prepare a cash flow statement as part of the annual accounts; 3. draw up a management report.
B. Additional information in the notes to the annu
Art. 961a
The notes to the annual accounts must also contain the following information: 1. long-term interest-bearing liabilities, arranged according to due date within one to five years or after five years; 2. on the fees paid to the external auditor, with separate items for audit services and other services.
C. Cash flow statement
Art. 961b
The cash flow statement presents separately changes in cash and cash equivalents from business operations, investment activities and financing activities.
D. Management report
Art. 961c
1 The management report presents the business performance and the economic position of the undertaking and, if applicable, of the corporate group at the end of the financial year from points of view not covered in the annual accounts. 2 The management report must in particular provide information on: 1. the number of full-time positions on annual average; 2. the conduct of a risk assessment; 3. orders and assignments; 4. research and development activities; 5. extraordinary events; 6. future prospects. 3 The management report must not contradict the economic position presented in the annual accounts.
E. Simplifications
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. 961d
1 The additional information in the notes to the annual accounts, the cash flow statement and the management report may be dispensed with if: 1. the undertaking prepares an account or consolidated accounts in accordance with a recognised financial reporting standard; or 2. a legal entity that controls the undertaking prepares consolidated accounts in accordance with a recognised financial reporting standard. 2 The following persons may request financial reports in accordance with the regulations in this Section: 1. company members who represent at least 10 per cent of the basic capital; 2. 10 per cent of cooperative members or 20 per cent of the members of an association; 3. any company member or any member subject to personal liability or a duty to pay in further capital.
Para. 1 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).
Section Four: Financial Statements in accordance w
A. General
Art. 962
1 In addition to annual accounts under this Title, the following must prepare financial statements in accordance with a recognised financial reporting standard: 1. companies whose equity securities are listed on a stock market, if the stock market so requires; 2. cooperatives with a minimum of 2000 members; 3. foundations that are required by law to have an ordinary audit. 2 The following may also request financial statements in accordance with a recognised standard: 1. company members who represent at least 20 per cent of the basic capital; 2. 10 per cent of cooperative members or 20 per cent of the members of an association; 3. any company member or any member subject to personal liability or a duty to pay in further capital. 3 The duty to prepare financial statements in accordance with a recognised standard ceases to apply if consolidated accounts are prepared in accordance with a recognised standard. 4 The supreme management or administrative body is responsible for choosing the re
B. Recognised financial reporting standards
Art. 962a
1 If financial statements are prepared in accordance with a recognised financial reporting standard, details of the standard must be given in the financial statements. 2 The chosen recognised standard must be applied in its entirely and for the financial statements as a whole. 3 Compliance with the recognised standard must be verified by a qualified audit specialist. An ordinary audit must be made of the financial statements. 4 Financial statements in accordance with a recognised standard must be submitted to the supreme management body when the annual accounts are submitted for approval, although they do not require approval. 5 The Federal Council shall specify the recognised standards. It may stipulate requirements that must be met when choosing a standard or when changing from one standard to another.
Section Five: Consolidated Accounts
A. Duty to prepare
Art. 963
1 Where a legal entity that is required to file financial reports controls one or more undertakings that are required to file financial reports, the entity must prepare consolidated annual accounts (consolidated accounts) in the annual report for all the undertakings controlled. 2 A legal entity controls another undertaking if it: 1. directly or indirectly holds a majority of votes in the highest management body; 2. directly or indirectly has the right to appoint or remove a majority of the members of the supreme management or administrative body; or 3. it is able to exercise a controlling influence based on the articles of association, the foundation deed, a contract or comparable instruments. 3 A recognised standard under Article 963b may define the group of undertakings. 4 Associations, foundations and cooperatives may delegate the duty to prepare consolidated accounts to a controlled undertaking provided the controlled undertaking concerned brings all the other undertakings togethe
B. Exemption from the duty to prepare accounts
Art. 963a
1 A legal entity is exempt from the duty to prepare consolidated accounts if it: 1. together with the controlled undertaking has not exceeded 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; 2. is controlled by an undertaking whose consolidated accounts have been prepared and audited in accordance with Swiss or equivalent foreign regulations; or 3. it has delegated the duty to prepare consolidated accounts to a controlled undertaking in accordance with Article 963 paragraph 4. 2 Consolidated accounts must nonetheless be prepared where: 1. this is necessary in order to make the most reliable assessment of the economic position; 2. company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require; 3. a company member or an associa
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 — 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. Recognised financial reporting standards
Art. 963b
1 The consolidated accounts of the following undertakings must be prepared in accordance with a recognised financial reporting standard: 1. companies whose equity securities are listed on a stock market, if the stock market so requires; 2. cooperatives with a minimum of 2000 members; 3. foundations that are required by law to have an ordinary audit. 2 Article 962a paragraphs 1–3 and 5 apply mutatis mutandis. 3 The consolidated accounts of other undertakings are governed by recognised financial reporting principles. In the notes to the consolidated accounts, the undertaking shall specify the valuation principles. If it derogates from such rules, it shall give notice thereof in the notes to the accounts and provide the information required for assessing the asset, financing and earnings of the corporate group in a different form. 4 Consolidated accounts must nonetheless be prepared in accordance with a recognised financial reporting standard where: 1. company members who represent at lea
Art. 964
Repealed by No I of the FA of 22 Dec. 1999, with effect from 1 June 2002 (AS 2002 949; BBl 1999 5149).
Section Six: Transparency on Non-Financial Matters
Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional provision to this Amendment at the end of the text.
A. Principle
Art. 964a
1 Undertakings shall prepare a report on non-financial matters each year if: 1. they are companies of public interest as defined in Article 2 letter c of the Auditor Oversight Act of 16 December 2005; 2. together with the Swiss or foreign undertakings that they control, they have at least 500 full-time equivalent positions on annual average in two successive financial years; and 3. together with the Swiss or foreign undertakings that they control, they exceed at least one of the following amounts in two successive financial years: a. a balance sheet total of 20 million francs, b. sales revenue of 40 million francs. 2 The foregoing requirement does not apply to undertakings that are controlled by another undertaking: 1. to which paragraph 1 applies; or 2. that must prepare an equivalent report under foreign law.
Para. 1 let. 1 — SR 221.302
B. Purpose and content of the report
Art. 964b
1 The report on non-financial matters shall cover environmental matters, in particular the CO2 goals, social issues, employee-related issues, respect for human rights and combating corruption. The report shall contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on these non-financial matters. 2 The report shall include in particular: 1. a description of the business model; 2. a description of the policies adopted in relation to the matters referred to in paragraph 1, including the due diligence applied; 3. a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures; 4. a description of the main risks related to the matters referred to in paragraph 1 and how the undertaking is dealing with these risks; in particular it shall cover risks: a. that arise from the undertaking's own business operations, and b. provided this is re
C. Approval, publication, keeping and retaining
Art. 964c
1 The report on non-financial matters requires the approval and signature of the supreme management or governing body and the approval of the governing body responsible for approving the annual accounts. 2 The supreme management or governing body shall ensure that the report: 1. is published online immediately following approval; 2. remains publicly accessible for at least ten years. 3 Article 958f applies by analogy to keeping and retaining the reports.
Section Seven: Transparency in Raw Material Compan
Originally: Section Six and Art. 964a–964f. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2021 (AS 2020 4005; BBl 2017 399). See also Art. 7 of the transitional provision to this Amendment at the end of the text.
A. Principle
Art. 964d
1 Companies that are required by law to undergo an ordinary audit and which are either themselves or through a company that they control involved in the extraction of minerals, oil or natural gas or in the harvesting of timber in primary forests must produce a report each year on the payments they have made to state bodies. 2 If the company must draw up consolidated annual accounts, then it must produce a consolidated report on payments made to state bodies (group payments report); this replaces the reports from the individual companies. 3 If a company with registered office in Switzerland is included in the group payments report that it or another company with registered office abroad has produced in accordance with the Swiss or equivalent regulations, it need not produce a separate report on payments made to state bodies. It must however in the Annex to the annual accounts indicate the other company in whose report it has been included, and publish this report. 4 Extraction includes
Para. 1 — The correction by the FA Drafting Committee of 21 Nov. 2022, published on 9 Feb. 2023, relates to the French text only ( AS 2023 62 ).
B. Forms of payment
Art. 964e
1 The payments made to state bodies may comprise payments in cash or kind. They include in particular the following forms of payment: 1. payments for production rights; 2. taxes on production, the revenues or profits of companies, excluding value added or sales taxes and other taxes on consumption; 3. user charges; 4. dividends, with the exception of dividends paid to a state body as a member of the company, provided these are paid to the state body under the same conditions as to the other company members; 5. signing, discovery and production bonuses; 6. licence, rental and access fees or other considerations for permits or concessions; 7. payments for improvements to the infrastructure. 2 In the case of a payment in kind, the subject matter, value, method of valuation and if applicable the extent must be indicated.
C. Form and content of the report
Art. 964f
1 The report on payments made to state bodies shall only cover payments related to business operations in the mineral, petroleum or natural gas extraction industry or to the harvesting of timber in primary forests. 2 It covers any payments of 100,000 francs or more in any financial year made to state bodies, and includes both individual payments and payments made in two or more smaller sums that together amount to 100,000 francs or more. 3 The report must indicate the amount of the payments made in total and broken down by type of service to each state body and each project. 4 The report must be written in a national language or in English and be approved by the highest management or administrative body.
D. Publication
Art. 964g
1 The report on payments made to state bodies must be published online within six months of the end of the financial year. 2 It must remain publicly accessible for at least ten years. 3 The Federal Council may issue regulations on the structure of the data required in the report.
E. Keeping and retaining the report
Art. 964h
Article 958f applies to keeping and retaining the report on payments made to state bodies.
F. Extending the scope of application
Art. 964i
The Federal Council may stipulate as part of an internationally coordinated procedure that that the obligations in Articles 964a–964e shall also apply to companies trading in raw materials.
Section Eight: Due Diligence and Transparency in r
Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional provision to this Amendment at the end of the text.
A. Principle
Art. 964j
1 Undertakings whose seat, head office or principal place of business is located in Switzerland must comply with obligations of due diligence in the supply chain and report thereon if: 1. they place in free circulation or process in Switzerland minerals containing tin, tantalum, tungsten or gold or metals from conflict-affected and high-risk areas; or 2. they offer products or services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour. 2 The Federal Council shall specify annual import quantities of minerals and metals below which an undertaking is exempt from the due diligence and reporting obligation. 3 It shall specify the requirements by which small and medium-sized undertakings and undertakings with low child labour risks are not obliged to verify whether there is a reasonable suspicion of child labour. 4 It shall specify the requirements by which undertakings are exempt from the due diligence and reporting obligati
B. Due diligence
Art. 964k
1 Undertakings shall maintain a management system and stipulate the following therein: 1. the supply chain policy for minerals and metals that potentially originate from conflict-affected and high-risk areas; 2. the supply chain policy for products or services in relation to which there is a reasonable suspicion of child labour; 3. a system by which the supply chain can be traced. 2 They shall identify and assess the risks of harmful impacts in their supply chain. They shall draw up a risk management plan and take measures to minimise the risks identified. 3 They shall have their compliance with the due diligence obligations in relation to the minerals and metals audited by an independent specialist. 4 The Federal Council shall issue the detailed regulations; it shall base them on internationally recognised regulations, such as the OECD principles in particular.
C. Reporting
Art. 964l
1 The supreme management or governing body shall prepare a report each year on compliance with the due diligence obligations. 2 The report shall be prepared in a national language or in English. 3 The supreme management or governing body shall ensure that the report: 1. is published online within six months of the end of the financial year; 2. remains publicly accessible for at least ten years. 4 Article 958f applies by analogy to keeping and retaining the reports. 5 Undertakings that offer products and services from undertakings that have prepared a report are not themselves required to prepare a report for those products and services.