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 to 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-Three: Registered Securities, Bearer
Section One: General Provisions
A. Definition of negotiable security
Art. 965
A negotiable security is any instrument to which a right attaches in such a manner that it may not be exercised or transferred to another without the instrument.
B. Obligation under the security
Art. 966
1 The obligor under a negotiable security is obliged to render performance only against surrender of the instrument. 2 By rendering the performance due at maturity to the creditor as indicated by the instrument, the obligor is released from the obligation unless he is guilty of malice or gross negligence.
C. Transfer of the security
I. General form
Art. 967
1 The transfer of any negotiable security conferring title or a limited right in rem requires the transfer of possession of the instrument in all cases. 2 In addition, the transfer of instruments to order requires endorsement and that of registered securities requires a written declaration, which must not be made on the instrument itself. 3 By law or agreement, the transfer may require the participation of other persons, in particular the obligor.
II. Endorsement
1. Form
Art. 968
1 In all cases, endorsement must be done in accordance with the provisions governing bills of exchange. 2 The formal requirements for transfer are satisfied once the endorsement is completed and the instrument handed over.
2. Effect
Art. 969
In the case of all transferable securities, unless the content or nature of the instrument dictate otherwise, on endorsement and transfer of the instrument the rights of the endorser pass to the acquirer.
D. Conversion
Art. 970
1 A registered security or instrument to order may be converted into a bearer security only with the consent of all the beneficiaries and obligors concerned. Such consent must be declared on the instrument itself. 2 The same general principle applies to conversion of bearer securities into registered securities or instruments to order. In this case, where the consent of a beneficiary or obligor is lacking, conversion is effective but only as between the creditor who undertook it and his immediate legal successor.
E. Cancellation
I. Party requesting cancellation
Art. 971
1 A negotiable security that has been lost may be cancelled by the court. 2 Cancellation may be requested by the beneficiary of the instrument at the time it was lost or its loss was discovered.
Para. 1 — 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. Procedure, effect
Art. 972
1 Following cancellation of the instrument, the beneficiary may exercise his right even without the instrument or request the issue of a new instrument. 2 In other respects, the provisions governing the individual types of securities apply to the procedure for and effect of cancellation.
F. Special provisions
Art. 973
The special provisions governing negotiable securities, such as bills of exchange, cheques and mortgage bonds, are reserved.
G. Collective custody, global certificate and unce
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).
I. Collective custody of negotiable securities
Art. 973a
1 A bailee has the power to hold fungible negotiable securities from two or more bailors together in safe custody unless a bailor expressly requests that his securities be held separately. 2 If fungible negotiable securities are entrusted to a bailee for collective custody, the bailor acquires on deposit joint fractional title to the negotiable securities of the same class belonging to the collective holding. In order to determine the fractional share, the nominal value or in the case of securities without nominal value, the number of securities, is decisive. 3 A bailor has the right at any time, irrespective of the involvement or consent of the other bailors to withdraw negotiable securities from the collective holding to the extent of his share.
Art. 973a — Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).
II. Global certificate
Art. 973b
1 The obligor may issue global certificates or to replace two or more fungible negotiable securities entrusted to a single bailee with a global certificate, provided the conditions for issue or the articles of association of the company provide therefor or the bailors have consented thereto. 2 The global certificate is a negotiable security in the same form as the individual rights that it represents. It is jointly owned by the participant bailors, in proportion to their shares. The status and rights of the joint owners in relation to the global certificate are governed by Article 973a paragraph 2 mutatis mutandis.
Art. 973b — Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).
III. Uncertificated securities
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).
Art. 973c
1 The obligor may issue uncertificated securities or replace fungible negotiable securities or global certificates that have been entrusted to a single bailee with uncertificated securities provided the conditions for issue or the articles of association provide therefor or the bailors have consented thereto. 2 The obligor shall keep a book on the uncertificated securities that he has issued in which details of the number and denomination of the uncertificated securities issued and of the creditors are recorded. The book is not open for public inspection. 3 The uncertificated securities are created on entry in the book and continue to exist only in accordance with such entry. 4 The transfer of uncertificated securities requires a written declaration of assignment. Their pledging is governed by the provisions on the pledging of claims.
Art. 973c — Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315). 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).
H. Ledger-based securities
I. Establishment
Art. 973d
1 A ledger-based security is a right which, in accordance with an agreement between the parties: 1. is registered in a securities ledger in accordance with paragraph 2; and 2. may be exercised and transferred to others only via this securities ledger. 2 The securities ledger must meet the following requirements: 1. It uses technological processes to give the creditors, but not the obligor, power of disposal over their rights. 2. Its integrity is secured through adequate technical and organisational measures, such as joint management by several independent participants, to protect it from unauthorised modification. 3. The content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in linked accompanying data. 4. Creditors can view relevant information and ledger entries, and check the integrity of the ledger contents relating to themselves without intervention by a third party. 3 The obligor must ensure that the securities ledger is
Art. 973d — Inserted 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).
II. Effects
Art. 973e
1 The obligor under a ledger-based security is entitled and obliged to render performance only to the creditor indicated in the securities ledger and subject to appropriate modification of the ledger. 2 By rendering the performance due at maturity to the creditor indicated in the securities ledger, the obligor is released from the obligation even if the indicated creditor is not the actual creditor, unless the obligor is guilty of malice or gross negligence. 3 When acquiring a ledger-based security in a securities ledger from the creditor indicated therein, the acquirer is protected even if the seller was not entitled to dispose of the ledger-based security, unless the acquirer acted in bad faith or with gross negligence. 4 The obligor may raise against a claim deriving from a ledger-based security only those objections which: 1. are aimed at contesting the validity of the registration or derive from the securities ledger itself or its accompanying data; 2. he or she is personally enti
Art. 973e — Inserted 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).
III. Transfer
Art. 973f
1 The transfer of the ledger-based security is subject to the provisions of the registration agreement. 2 If the creditor of a ledger-based security is declared bankrupt, if his or her property is distrained or if a debt restructuring moratorium is authorised, the creditor's decisions regarding ledger-based securities are legally binding and effective against third parties, provided that they: 1. were made beforehand; 2. have become irrevocable under the rules of the securities ledger or another trading facility; and 3. were actually recorded in the securities ledger within 24 hours. 3 When a bona fide acquirer of a certificated security and a bona fide acquirer of the ledger-based security have a conflicting claim to the same right, the former takes precedence over the latter.
Art. 973f — Inserted 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).
IV. Collateral
Art. 973g
1 Collateral may be posted even without the transfer of the ledger-based security, if: 1. the collateral is visible in the securities ledger; and 2. it is ensured that only the collateral recipient can dispose of the ledger-based security in the event of default. 2 In other respects: 1. the special lien on ledger-based securities is governed by the provisions on special liens that apply to certificated securities (Arts. 895–898 of the CC). 2. the pledging of ledger-based securities is governed by the provisions on liens on debts and other rights as applicable for certificated securities (Arts. 899–906 of the CC).
Art. 973g — Inserted 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. 2 let. 1 — SR 210
V. Cancellation
Art. 973h
1 The beneficiary of a ledger-based security may demand that the court cancel the security, provided that he or she furnishes credible evidence of his or her original power of disposal and of the loss thereof. Following cancellation of the instrument, the beneficiary may also exercise his or her right outside the ledger or, at his or her own expense, demand that the obligor allocate a new ledger-based security. In addition, Articles 982-986 apply mutatis mutandis to the procedure for and effect of cancellation. 2 The parties may make provision for a simplified form of cancellation consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits.
Art. 973h — Inserted 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).
VI. Information and liability
Art. 973i
1 The obligor under a ledger-based security or a right that is offered as such must inform each acquirer of: 1. the content of the ledger-based security; 2. the mode of operation of the securities ledger and the measures taken in accordance with Article 973d paragraphs 2 and 3 to protect the operation and integrity of the ledger. 2 The obligor is liable for damage to the acquirer arising out of information that is inaccurate, misleading or in breach of statutory requirements, unless the obligor can prove that he or she acted with due diligence. 3 Agreements which limit or exclude this liability are void.
Art. 973i — Inserted 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).
Section Two: Registered Securities
A. Definition
Art. 974
A negotiable security is deemed a registered security if it is made out to a named person but is neither made out to order nor legally declared to be an instrument to order.
B. Evidence of creditor’s right
I. As a general rule
Art. 975
1 The obligor is obliged to render performance only to a person who is the bearer of the instrument and who can show that he is the person in whose name the instrument is registered or the legal successor of such person. 2 Where the obligor renders performance without such evidence, he is not released from his obligation towards a third party who can demonstrate his entitlement.
II. With qualified bearer securities
Art. 976
Where the obligor under the registered security has reserved the right to render performance to any bearer of the instrument, he is released from his obligation by rendering performance in good faith to such a bearer even if he did not request evidence of the creditor’s entitlement; however, he is not obliged to render performance to the bearer.
C. Cancellation
Art. 977
1 Where no special provision has been made, registered securities are cancelled in accordance with the provisions governing bearer securities. 2 The obligor may make provision in the instrument for a simplified form of annulment consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits, or may reserve the right to make valid performance even without presentation or annulment of the instrument, providing the creditor declares the borrower’s note void and the debt redeemed by public deed or authenticated document.
Section Three: Bearer Securities
A. Definition
Art. 978
1 A negotiable security is deemed a bearer security if the wording or form of the instrument shows that the current bearer is recognised as the beneficiary. 2 However, the obligor is no longer permitted to pay if subject to an attachment order served by a court or the police.
B. Obligor’s defences
I. In general
Art. 979
1 Against a claim deriving from a bearer security, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee. 2 Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security. 3 The obligor may not plead the defence that the instrument entered circulation against his will.
II. In the case of bearer coupons
Art. 980
1 Against a claim deriving from a bearer coupon, the obligor may not plead the defence that the debt principal has been redeemed. 2 However, when redeeming the debt principal, the obligor is entitled to retain an amount corresponding to the interest payable on coupons falling due in the future which are not handed in with the debt instruments until the prescriptive periods applicable to such coupons have expired, unless the coupons not handed in have been cancelled or the amount thereof has been secured.
C. Cancellation
I. In general
1. Application
Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
Art. 981
1 Bearer securities, such as shares, bonds, dividend rights certificates, coupon sheets, subscription warrants for coupon sheets, but not individual coupons, are cancelled by the court at the request of the beneficiary. 2 ... 3 The applicant must satisfy the court that he possessed and lost the instrument. 4 Where the bearer of a security with a coupon sheet or subscription warrant has merely lost the coupon sheet or subscription warrant, presentation of the security in question is sufficient to establish grounds for the application.
Para. 2 — 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).
2. Attachment order
Art. 982
1 At the applicant’s request, the obligor under the negotiable security may be forbidden to honour the security on presentation and warned of the danger of double payment. 2 Where a coupon sheet is to be annulled, the provision governing cancellation of bearer coupons applies mutatis mutandis to the individual coupons falling due during the proceedings.
3. Public call for presentation, time limit
Art. 983
Where the court is satisfied that the applicant was in possession of the security but has since lost it, it issues a public notice calling on the unknown bearer to come forward and present the security within a specified time limit, failing which it will declare the security cancelled. The time limit must be at least six months; it commences on the date of the first public notice.
4. Form of public notice
Art. 984
1 The call for presentation of the security must be published in the Swiss Official Gazette of Commerce. 2 In special cases, the court may adopt other means of publicising the call for presentation.
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).
5. Effect
a. Where the security is presented
Art. 985
1 Where the lost bearer security is presented, the court sets the applicant a time limit within which to bring an action for recovery thereof. 2 Where the applicant fails to bring action within such time limit, the court returns the instrument and lifts the garnishee order.
b. Where the security is not presented
Art. 986
1 Where the lost bearer security is not presented within the time limit, the court may cancel it or order further measures, depending on the circumstances. 2 Notice of the cancellation of a bearer security must be published immediately in the Swiss Official Gazette of Commerce, and elsewhere at the court’s discretion. 3 Following cancellation, the applicant is entitled at his expense to request the issue of a new bearer security or performance of the obligation due.
II. Of coupons in particular
Art. 987
1 Where individual coupons have been lost, at the request of the beneficiary the court must order that the amount be deposited with the court at maturity or immediately if the coupon is already due. 2 Where three years have elapsed since the maturity date and no beneficiary has come forward in the interim, the court must order the amount deposited to be released to the applicant.
III. In the case of banknotes and the like
Art. 988
Banknotes and other bearer securities issued in large numbers and payable on sight which are intended for circulation as replacement for money and made out in fixed denominations may not be cancelled.
D. Mortgage certificates
Art. 989
The special provisions governing mortgage certificates made out to the bearer are reserved.
Art. 989 — Amended by No II 2 of the FA of 11 Dec. 2009 (Register Mortgage Certificates and other amendments to Property Law), in force since 1 Jan. 2012 (AS 2011 4637; BBl 2007 5283).
Section Four: Bills and Notes
A. Capacity to incur Liability as a party to a Bil
Art. 990
A person with capacity to enter into contracts has capacity to incur liability as a party to a bill of exchange.
B. The Bill of Exchange
I. Drawing and Formal Requirements of Bills of Exc
1. Requirements
Art. 991
A bill of exchange contains: 1. the designation ‘bill of exchange’ in the text of the instrument and in the language in which it is issued; 2. the unconditional instruction to pay a certain sum of money; 3. the name of the person who is to pay (drawee); 4. the due date; 5. the bill domicile; 6. the name of the person to whom or to whose order payment is to be made; 7. the date and the place of issue; 8. the drawer’s signature.
2. Required content lacking
Art. 992
1 An instrument missing one of the elements stipulated in the previous article is not deemed a bill of exchange, except in the cases described in the following paragraphs. 2 A bill of exchange containing no indication of the due date is deemed a sight bill. 3 Where no other specific place is mentioned, the place indicated together with the name of the drawee is deemed both the bill domicile and the domicile of the drawee. 4 A bill of exchange containing no indication of the place of issue is deemed drawn at the place indicated together with the name of the drawer.
3. Types
Art. 993
1 A bill of exchange may be made out to the drawer’s own order. 2 It may be drawn on the drawer himself. 3 It may be drawn for the account of a third party.
4. Payment of domiciled bills
Art. 994
A bill of exchange may be domiciled with a third party, at the drawee’s domicile or at another place.
5. Promise of interest
Art. 995
1 In a bill of exchange payable on sight or at a stated period after presentation for acceptance, the drawer may stipulate that the bill amount will bear interest. For all other bills, the interest rate comment is deemed unwritten. 2 The interest rate must be indicated on the bill of exchange; where there is no such indication, the interest rate comment is deemed unwritten. 3 The interest accrues as of the date on which the bill of exchange was drawn, unless some other date is specified.
6. Discrepancy in specification of bill amount
Art. 996
1 Where the bill amount is given in both letters and numbers, in the event of any discrepancy the amount given in letters is the valid amount. 2 Where the bill amount is given more than once in both letters and numbers, in the event of any discrepancy the lowest amount is the valid amount.
7. Signatures of persons lacking capacity
Art. 997
Where a bill of exchange bears a signature of a person lacking capacity to enter into liabilities on a bill of exchange, a forged signature, the signature of a bogus person or a signature which for whatever other reason is not binding on the person who signed or in whose name the bill was signed, this fact has no effect on the validity of the other signatures.
8. Unauthorised signature
Art. 998
A person who signs a bill of exchange as a representative of another without being authorised so to do is himself liable on the bill and, if he honours the bill, has the same rights as the party he purported to represent would have. The same applies to a representative who exceeds his power of representation.
9. Liability of the drawer
Art. 999
1 The drawer is liable for the acceptance and payment of the bill of exchange. 2 He may disclaim liability for acceptance; any comment whereby he disclaims liability for payment is deemed unwritten.
10. Blank bill
Art. 1000
Where a bill of exchange that was incomplete when it was negotiated is completed in a manner contrary to the agreed terms, such non-compliance with the agreed terms may not be invoked against the bearer unless he acquired the bill in bad faith or was guilty of gross negligence when he acquired it.
II. Endorsement
1. Transferability
Art. 1001
1 Any bill of exchange may be transferred by endorsement even if it is not expressly made out to order. 2 Where the drawer has included the words “not to order” or a comment to that effect in the bill of exchange, the bill may be transferred only subject to the formal requirements and with the effects of a normal assignment. 3 The endorsement may also be made out to the drawee, regardless of whether he has accepted the bill or not, to the drawer or to any other party liable on it. Such persons may endorse the bill further.
2. Requirements
Art. 1002
1 The endorsement must be unconditional. Conditions attached to the endorsement are deemed unwritten. 2 A partial endorsement is void. 3 An endorsement to the bearer is deemed a blank endorsement.
3. Form
Art. 1003
1 The endorsement must be written on the bill of exchange itself or on a sheet attached thereto (annex, rider). It must be signed by the endorser. 2 The endorsement need not designate the endorsee and may consist merely of the signature of the endorser (blank endorsement). In the latter case the endorsement is valid only if written on the reverse of the bill or on the annex.
4. Effects
a. Transfer function
Art. 1004
1 The endorsement transfers all rights arising from the bill of exchange. 2 If it is a blank endorsement, the bearer may: 1. add his name or the name of another person to the endorsement; 2. endorse the bill further by blank endorsement or endorsement to a specified person; 3. negotiate the bill further without completing the blank endorsement and without endorsing it.
b. Guarantee function
Art. 1005
1 Unless the bill contains a comment to the contrary, the endorser is liable for acceptance and payment. 2 He may forbid further endorsement of the bill; in this case he is not liable to persons to whom the bill is further endorsed.
c. Proof of bearer’s entitlement
Art. 1006
1 A person possessing the bill is the holder in due course providing he can demonstrate his entitlement by means of an uninterrupted sequence of endorsements, even where the last is a blank endorsement. Deleted endorsements are deemed unwritten. Where a blank endorsement is followed by a further endorsement, it is presumed that the person who issued this endorsement acquired the bill by means of the blank endorsement. 2 Where the bill of exchange was somehow lost by a former holder, a new holder who can demonstrate his entitlement in accordance with the provisions of the previous paragraph is obliged to surrender the bill only if he acquired the bill in bad faith or was guilty of gross negligence when he acquired it.
5. Defences
Art. 1007
A person to whom a bill of exchange is presented for collection may not plead against the holder such defences as are based on his direct relations with the drawer or a previous holder unless the current holder intentionally acted to the detriment of the obligor when acquiring the bill.
6. Procuration endorsement
Art. 1008
1 Where the endorsement contains the comment “value for collection”, “for collection”, “per pro.” or some other comment expressing no more than authorisation, the holder may exercise all the rights under the bill of exchange; however, he may transfer it only by means of a further procuration endorsement. 2 In this case, the parties liable on a bill may plead against the holder only such defences as are available to them against the endorser. 3 The authority conferred by the procuration endorsement is not extinguished on the death or incapacity of the person conferring it.
7. Pledging endorsement
Art. 1009
1 Where the endorsement contains the comment “value for security”, “value for pledge” or some other comment expressing a pledge, the holder may exercise all the rights under the bill of exchange; however, any endorsement issued by him only has the effect of a procuration endorsement. 2 The parties liable on a bill may not plead against the holder such defences as are based on his direct relations with the endorser unless the holder intentionally acted to the detriment of the obligor when acquiring the bill.
8. Subsequent endorsement
Art. 1010
1 An endorsement after maturity has the same effects as an endorsement prior to maturity. However, where the bill of exchange was endorsed only after protest for non-payment or after expiry of the time limit for protest, the endorsement only has the effects of a normal assignment. 2 Until the opposite is proven, it is presumed that an undated endorsement was made on the bill of exchange before the time limit for protest expired.
III. Acceptance
1. Right to present bill
Art. 1011
The holder or any person merely in possession of the bill of exchange may present it to the drawee at his domicile for acceptance at any time prior to maturity.
2. Presentation compulsory or prohibited
Art. 1012
1 The drawer may stipulate on any bill of exchange that it must be presented for acceptance, with or without a time limit for such presentation. 2 He may prohibit presentation of the bill of exchange for acceptance where it is not domiciled with a third party or at a place other than the domicile of the drawee and is not an after-sight bill. 3 He may also stipulate that the bill of exchange must not be presented for acceptance prior to a specified date. 4 Unless the drawer has prohibited presentation for acceptance, any endorser may stipulate that the bill of exchange must be presented for acceptance, with or without a time limit.
3. Duty to present after-sight bills
Art. 1013
1 An after-sight bill must be presented for acceptance within one year of the date on which it was drawn. 2 The drawer may stipulate a shorter or longer time limit. 3 The endorser may stipulate a shorter time limit for presentation.
4. Repeat presentation
Art. 1014
1 The drawee may request that the bill of exchange be presented to him again on the day after the first presentation. The parties may invoke any failure to comply with this requirement only if the request is mentioned in the protest. 2 The holder is not obliged to leave a bill of exchange presented for acceptance in the drawee’s possession.
5. Form of acceptance
Art. 1015
1 The declaration of acceptance is made on the bill of exchange. It is expressed through the word “accepted” or words to the same effect; it must be underlined by the drawee. The drawee is deemed to have declared his acceptance by merely appending his signature to the obverse of the bill of exchange. 2 Where the bill of exchange is an after-sight bill or must be presented for acceptance within a specified time limit owing to a special comment to that effect, the declaration of acceptance must indicate the date on which it is made, unless the holder requires that the date of presentation be indicated. Where no date is indicated, the holder must draw attention to this omission by timely protest in order to safeguard his right of recourse against the endorser and the drawer.
6. Restrictions on acceptance
Art. 1016
1 The acceptance must be unconditional; however, the drawee may limit it to a portion of the bill amount. 2 Where the declaration of acceptance contains any terms that deviate from the provisions of the bill of exchange, acceptance is deemed to have been refused. However, the acceptor is liable according to the terms of his declaration of acceptance.
7. Domiciliate and bill domicile
Art. 1017
1 Where the drawer has indicated on the bill of exchange a bill domicile other than the domicile of the drawee but without designating a third party by whom payment is to be made, the drawee may designate a third party when he declares acceptance. In the absence of such designation it is presumed that the acceptor himself has undertaken to pay the bill at its domicile. 2 Where the bill of exchange is domiciled with the drawee himself, he may designate in his declaration of acceptance an agent at the bill domicile by whom the payment will be made.
8. Effect of acceptance
a. In general
Art. 1018
1 Due to his acceptance, the drawee is obliged to pay the bill of exchange at maturity. 2 In the event of non-payment, the holder, even if he is the drawer, has a claim against the acceptor under the bill of exchange to any sums to which he is entitled pursuant to Articles 1045 and 1046.
b. In the case of deletion
Art. 1019
1 Where the drawee has struck out the declaration of acceptance made on the bill of exchange prior to returning the bill, acceptance is deemed to have been refused. Until the opposite is proven, it is presumed that such deletion was made prior to the return of the bill. 2 However, where the drawee has informed the holder or a person whose signature has been appended to the bill in writing of his acceptance, he is liable to such persons in accordance with the terms of his declaration of acceptance.
IV. Bill Guarantees
1. Bill guarantor
Art. 1020
1 Payment of the bill amount may be secured in part or in full by means of a bill guarantee. 2 Security may be provided by a third party or even by a person whose signature has already been appended to the bill of exchange.
2. Form
Art. 1021
1 The guarantee commitment is inscribed on the bill of exchange or an annex (rider) thereto. 2 It is expressed by the words “as guarantor” or a comment to that effect; it must be signed by the bill guarantor. 3 The mere act of signing the obverse of the bill of exchange is deemed a guarantee commitment, providing the signature is not that of the drawee or the drawer. 4 The guarantee commitment must indicate for whom the guarantee is given; where there is no such indication, it is deemed to be given for the drawer.
3. Effects
Art. 1022
1 The bill guarantor is liable in the same manner as the person for whom he has given the guarantee. 2 His commitment is valid even if the guaranteed obligation is void for any reason other than formal defect. 3 A bill guarantor who pays the bill of exchange acquires all rights thereunder against the person for whom he has given the guarantee and against all those who are liable to such person under the bill.
V. Maturity
1. In general
Art. 1023
1 A bill of exchange may be drawn:on sight;for a specified time after sight;for a specified time after drawing;on a specified date. 2 Bills of exchange with other maturity dates or with several consecutive maturity dates are void.
2. In the case of sight bills
Art. 1024
1 A sight bill is due on presentation. It must be presented for payment within one year of being drawn. The drawer may stipulate a shorter or longer time limit. The endorser may stipulate a shorter time limit for presentation. 2 The drawer may stipulate that the sight bill may not be presented for payment before a specified date. In this case the time limit for presentation commences on that date.
3. In the case of after-sight bills
Art. 1025
1 The maturity date of an after-sight bill is determined by the date indicated in the declaration of acceptance or the protest date. 2 Where no date is indicated in the declaration of acceptance and no protest is made, the bill is deemed to have been accepted on the last date of the time limit envisaged for presentation for acceptance as against the acceptor.
4. Computation of time limits
Art. 1026
1 A bill of exchange made out for one or more months after it was drawn or after sight falls due on the corresponding day of the payment month. If there is no such day, the bill falls due on the last day of the month. 2 Where the bill of exchange is made out for one or more months plus half a month after it was drawn or after sight, the full months are counted first. 3 Where the maturity date is expressed as the beginning, middle or end of a month, such expression is deemed to mean the first, fifteenth or last day of the month. 4 The expressions ‘eight days’ or ‘fifteen days’ mean not one or two weeks but a full eight or fifteen days. 5 The expression ‘half-month’ means fifteen days.
5. Computation by the old method
Art. 1027
1 Where a bill of exchange is payable on a certain date at a place where the calendar is different from that of the place of issue, the maturity date is determined according to the calendar of the bill domicile. 2 Where a bill drawn between two places with different calendars becomes payable when a specified time has elapsed since it was drawn, the date on which it was drawn is converted to the equivalent date in the calendar of the domicile and the maturity date computed according to the latter. 3 The provision set out in the previous paragraph applies mutatis mutandis to the computation of time limits for presentation of bills of exchange. 4 The provisions of this Article do not apply where a comment on the bill of exchange or any other term reveals that the parties intended otherwise.
VI. Payment
1. Presentation for payment
Art. 1028
1 The holder of a bill of exchange payable on a specific date or a specified time after it was drawn or after sight must present the bill for payment on the payment date or one of the two subsequent working days. 2 Delivery of the bill to a clearing house recognised by the Swiss National Bank is equivalent to presentation for payment.
Para. 2 — Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since 1 May 2004 (AS 2004 1985; BBl 2002 6097).
2. Right to receipt, part payment
Art. 1029
1 The drawee may require the holder to surrender the receipted bill of exchange against payment. 2 The holder may not refuse part payment. 3 Where a part payment is made, the drawee may insist that it be noted on the bill of exchange and that a receipt be issued for it.
3. Payment before and at maturity
Art. 1030
1 The holder of the bill of exchange is not obliged to accept payment before maturity. 2 The drawee pays before maturity at his own risk. 3 A person paying at maturity is released from his obligations provided he is not guilty of malice or gross negligence. He is obliged to check that the sequence of endorsements is correct but is not required to verify the signatures of the endorsers.
4. Payment in foreign currency
Art. 1031
1 Where the bill of exchange is denominated in a currency other than that of the bill domicile, the bill amount may be paid in the national currency at its value as at the maturity date. Where the obligor delays in making the payment, the holder is free to choose whether the bill amount is converted into the national currency at the rate that applies on the maturity date or the rate that applies on the payment date. 2 The value of the foreign currency is determined according to customary commercial practice at the bill domicile. However, the drawer may stipulate an exchange rate for the bill amount on the bill of exchange. 3 The provisions of the two previous paragraphs do not apply if the drawer has stipulated payment in a specified currency (actual currency clause). 4 Where the bill of exchange is denominated in a currency which has the same name but a different value in the country in which the bill was drawn and that in which it is payable, the presumption is that the currency mean
5. Deposit
Art. 1032
Where the bill of exchange is not presented for payment within the time limit laid down in Article 1028, the obligor may deposit the bill amount with the competent authority at the risk and expense of the holder.
VII. Recourse in the event of Non-Acceptance and N
1. Recourse of the holder
Art. 1033
1 In the event of non-payment of a bill at maturity, the holder has right of recourse against the endorser, the drawer and the other parties liable on the bill. 2 The holder has the same right even before maturity: 1. where acceptance has been refused in part or in full; 2. where the assets of the drawee are subject to insolvency proceedings, regardless of whether he has accepted the bill or not, or where only payments by the drawee have been suspended, or where compulsory execution has been levied on his assets without success; 3. where the assets of the drawer of a bill of exchange whose presentation for acceptance is prohibited are subject to insolvency proceedings.
Art. 1033 — This Art. consists of a single paragraph in the French and Italian texts.
2. Protest
a. Time limits and requirements
Art. 1034
1 Any refusal of acceptance or of payment must be declared by public deed (protest for non-acceptance or for non-payment). 2 Protest for non-acceptance must be made within the time limit applicable for presentation for acceptance. Where, in the case of Article 1014 paragraph 1, the bill of exchange was presented for the first time on the last day of the time limit, protest may still be made on the following day. 3 In the case of bills of exchange payable on a specific day or for a certain time after they were drawn or after sight, protest for non-payment must be made on one of the two working days following the payment date. Protest for non-payment of sight bills must be made within the same time limits for protest for non-acceptance as envisaged in the previous paragraph. 4 Where protest for non-acceptance has been made, neither presentation for payment nor protest for non-payment is required. 5 Where the drawee has suspended his payments, regardless of whether he has accepted the bil
b. Responsibility
Art. 1035
Such protest must be made by a specially authorised notary or official body.
c. Content
Art. 1036
1 The protest contains: 1. the name of the person or of the business for whom and against whom the protest is made; 2. a statement that a request was made without success to the person or company against whom the protest is made to perform his or its obligation under the bill of exchange or that such person or company could not be reached or that their business premises or address could not be traced; 3. an indication of the place at which and date on which the request was made or attempted without success; 4. the signature of the person or official body making the protest. 2 Where a part payment is made, this must be noted in the protest. 3 If the drawee to whom the bill of exchange has been presented for acceptance insists that it be presented again on the following day, this must also be noted in the protest.
d. Form
Art. 1037
1 The protest is made on a separate sheet attached to the bill of exchange. 2 Where the protest involves the presentation of several duplicates of the same bill of exchange or presentation of the original instrument and a copy of it, it is sufficient if the protest is attached to one of the duplicates or to the original bill. 3 A note to the effect that the protest is attached to one of the duplicates or to the original instrument must be made on the remaining duplicates or the copy.
e. For partial acceptance
Art. 1038
Where the bill of exchange is accepted for only part of the bill amount and protest is made for that reason, a copy must be made of the bill of exchange and the protest made on such copy.
f. Against several persons
Art. 1039
Where performance of a bill obligation is required of several liable parties, only one instrument is required for the protests involved.
g. Copy of the protest document
Art. 1040
1 The notary or official body making the protest must make a copy of the protest document. 2 The following must be indicated on this copy: 1. the amount of the bill of exchange; 2. the maturity date; 3. the place at which and date on which it was drawn; 4. the drawer of the bill of exchange, the drawee and the name of the person or company to whose the order the payment is to be made; 5. the name of the person or company through which the payment is to be made, where this is different from the drawee; 6. the emergency contact details and acceptors for honour. 3 Copies of protest documents must be archived in chronological order by the notary or official body making the protest.
h. Defective protest
Art. 1041
A protest signed by the competent notary or official body is valid even if not made in accordance with the regulations or if the information it contains is inaccurate.
3. Notification
Art. 1042
1 The holder must notify the immediately preceding endorser and the drawer of the lack of acceptance or payment within four working days of the date on which the protest was made or, in the case of the comment “No protest”, within four working days of the date of presentation. Within two working days of receipt of such notification, every endorser must pass on the news received to the immediately preceding endorser and give him the names and addresses of the persons from whom he received it, and so on in sequence until the drawer. All time limits run as of receipt of the previous notification. 2 Where notification is made pursuant to the previous paragraph to a person whose signature is appended to the bill of exchange, the same notification must be made within the same time limit to his bill guarantor. 3 Where an endorser has omitted to give his address or has written it illegibly, it is sufficient if his immediately preceding endorser is notified. 4 The notification may be made in an
4. Waiver of protest
Art. 1043
1 By appending and signing the comment “No protest” or words to the same effect on the bill of exchange, the drawer and any endorser or bill guarantor may release the holder from his obligation to arrange protest for non-acceptance or non-payment in order to exercise his right of recourse. 2 The comment does not release the holder from the obligation to present the bill of exchange in good time and to make the requisite notification. The burden of proving that the time limit was not observed lies with any party relying on such point against the holder. 3 Where the comment was appended by the drawer, it is effective as against all parties liable on the bill; where it was appended by an endorser or a bill guarantor, it is effective only as against them. If the holder arranges for protest to be made in spite of the comment appended by the drawer, he must bear the costs. Where the comment was appended by an endorser or a bill guarantor, all parties liable on the bill must bear the costs of
5. Joint and several liability of the parties
Art. 1044
1 All parties who have drawn, accepted, endorsed or guaranteed a bill of exchange are liable as co-obligors towards the holder. 2 The holder may resort to any of them individually, severally or all together without being bound by the order in which they assumed their obligations. 3 The same right accrues to every party who has honoured the bill of exchange. 4 In asserting his claim against one party liable on a bill, the holder does not surrender his rights against the others or against the endorsers subsequent to such party.
6. Nature of recourse
a. By the holder
Art. 1045
1 By way of recourse the holder may claim: 1. the bill amount, provided the bill has not been accepted or honoured, with any agreed interest; 2. interest at a rate of six per cent since the maturity date; 3. the costs of the protest and notifications and any other expenses; 4. a commission of no more than one-third of one per cent. 2 Where recourse is had before maturity, interest is deducted from the bill amount. Such interest is calculated on the basis of the official (Swiss National Bank) discount rate obtaining at the domicile of the holder on the date on which recourse is had.
b. By the party honouring the bill
Art. 1046
A party that has honoured the bill of exchange may claim from his preceding endorsers: 1. the full amount he paid; 2. the interest on such amount at a rate of six per cent since the date on which the bill was honoured; 3. his expenses; 4. a commission of no more than 2 thousandths.
c. Right to take possession of bill, protest and r
Art. 1047
1 Any party liable on a bill against whom a recourse claim is or may be made is entitled to insist that the bill of exchange together with the protest and a receipted invoice be handed over to him against payment of the recourse amount. 2 Any endorser who has honoured the bill may delete his endorsement and those of the subsequent endorsers.
d. In respect of partial acceptance
Art. 1048
Where recourse is had following a partial acceptance, the party paying the unaccepted portion of the bill amount may insist that this be noted on the bill of exchange and a receipt for such portion be issued to him. Further, the holder must provide him with an authenticated copy of the bill of exchange and the protest to make further recourse possible.
e. Re-exchange bill
Art. 1049
1 A party with right of recourse may, where no comment to the contrary exists, exercise such right by drawing a new bill of exchange (re-exchange bill) on one of his preceding endorsers which is payable on sight at the place of residence of the preceding endorser. 2 In addition to the amounts specified in Articles 1045 and 1046, the re-exchange bill includes the brokerage fee and the stamp duty for the re-exchange bill. 3 Where the re-exchange bill is drawn by the holder, the bill amount is dependent on the rate applicable to a sight bill drawn from the bill domicile of the original bill of exchange at the domicile of the preceding endorser. Where the re-exchange bill is drawn by an endorser, the bill amount is dependent on the rate applicable to a sight bill drawn from the domicile of the drawer of the re-exchange bill at the domicile of the preceding endorser.
7. Invalidation
a. In general
Art. 1050
1 In the event that the holder fails to comply with the time limits for presentation of a sight bill or an after-sight bill, for protest for non-acceptance or for non-payment, for presentation for payment of bills bearing the comment “No protest”, he forfeits his rights against the endorser, the drawer and all other parties liable on the bill, with the exception of the acceptor. 2 In the event that the holder fails to comply with the time limit for presentation for acceptance prescribed by the drawer, he forfeits his right of recourse for non-acceptance and for non-payment, unless the wording of the comment shows that the drawer intended to exclude only liability for acceptance. 3 Where the time limit for presentation is indicated in an endorsement, only the endorser may rely on it.
b. Force majeure
Art. 1051
1 Where insuperable obstacles (statutory provisions enacted by a state or some other instance of force majeure) militate against the timely presentation of the bill of exchange or timely protest, the time limits for such actions are extended. 2 The holder is obliged to notify the immediately preceding endorser of the force majeure event without delay and to note such notification together with the date and place and his signature on the bill of exchange or an annex thereto; in other respects, the provisions set out in Article 1042 are applicable. 3 Once the force majeure ceases to apply, the holder must present the bill for acceptance or for payment without delay and, where necessary, make protest. 4 In the event that the force majeure lasts for longer than 30 days after maturity, recourse may be had without need for presentation or protest. 5 In the case of sight bills or after-sight bills, the thirty-day time limit commences on the date on which the holder notified the immediately pr
c. Unjust enrichment
Art. 1052
1 To the extent that the drawer of a bill of exchange and the acceptor are unjustly enriched to the detriment of the holder, they remain obliged to the holder even where their bill liability has prescribed or extinguished on account of failure to take the actions required by law to sustain the entitlement under the bill of exchange. 2 The claim for unjust enrichment also exists against the drawee, the domiciliate and the person or company for whose account the drawer issued the bill. 3 By contrast, no such claim exists against the endorsers whose bill liability is extinguished.
VIII. Devolution of Cover
Art. 1053
1 Where the drawer of a bill of exchange has been declared insolvent, any claim he holds under civil law against the drawee for restitution of cover or reimbursement of amounts paid devolves on the holder of the bill. 2 Where the drawer declares on the bill of exchange that he assigns his claims in respect of the cover provided, these devolve on the current holder of the bill. 3 Once the declaration of insolvency has been published or the assignment has been notified to him, the drawee may make payment only to the duly established holder against surrender of the bill of exchange.
IX. Act of Honour
1. General provisions
Art. 1054
1 The drawer and any endorser or bill guarantor may indicate a person to act as acceptor or payer in case of need. 2 Subject to the conditions set out below, the bill of exchange may be accepted or paid for honour by any party liable on it against whom recourse may be had. 3 Any third party, even the drawee, and any party already liable on the bill, with the exception of the acceptor, may accept or pay a bill of exchange for honour. 4 A person accepting or paying a bill for honour is obliged to notify the liable party for whom he is intervening of his action within two working days. Should he fail to do so, he is liable for any losses caused by the omission, albeit only up to the bill amount.
2. Acceptance for honour
a. Requirements, position of the holder
Art. 1055
1 Acceptance for honour is permitted in all cases in which the holder has a right of recourse before maturity, except where presentation of the bill for acceptance is prohibited. 2 Where the bill of exchange indicates a person to act as acceptor or payer at the bill domicile in case of need, the holder has a right of recourse before maturity against the person who appended such emergency address and against subsequent endorsers only if he has presented the bill to the person indicated under such address and, in the event that acceptance for honour is refused, has had such refusal noted by means of protest. 3 In all other cases the holder may refuse acceptance for honour. However, if he admits it, he forfeits his right of recourse before maturity against the person in whose honour acceptance was declared and against subsequent endorsers.
b. Form
Art. 1056
The acceptance for honour is noted on the bill of exchange; it must be signed by the acceptor for honour. The declaration of acceptance must indicate the person for whom the acceptance for honour is made; absent such indication, it is deemed made for the drawer.
c. Liability of the acceptor for honour, effect on
Art. 1057
1 A person accepting a bill for honour is liable to the holder and the subsequent endorsers of the person for whom he intervened in the same manner as said person. 2 In spite of the acceptance for honour the party in whose honour the bill of exchange was accepted and his preceding endorsers may insist that the holder surrender the bill of exchange and the protest made, if any, together with a receipted invoice against reimbursement of the amount specified in Article 1045.
3. Payment for honour
a. Requirements
Art. 1058
1 Payment for honour is permitted in all cases in which the holder has a right of recourse at or before maturity. 2 The payment for honour must comprise the full amount payable by the party liable on the bill for whom it is made. 3 It must take place no later than the day after the day on which the time limit for protest for non-payment expires.
b. Obligation of the holder
Art. 1059
1 Where the bill of exchange is accepted for honour by persons resident at the bill domicile or the persons indicated on the bill as being willing to pay in case of need are resident at the bill domicile, the holder must present the bill to all such persons no later than the day after the day on which the time limit for protest for non-payment expires and, where applicable, must arrange protest for failure to make payment for honour. 2 Any failure to make timely protest releases the person who appended the emergency address or in whose honour the bill was accepted and the subsequent endorsers.
c. Consequence of refusal
Art. 1060
Where the holder refuses payment for honour, he forfeits his right of recourse against those who would have been released.
d. Right to take possession of bill, protest and r
Art. 1061
1 A note that the payment for honour has been received must be made on the bill of exchange, indicating the party for whom the payment was made. In the absence of such an indication, the payment is deemed made for the drawer. 2 The bill of exchange and any protest made are handed over to the payer for honour.
e. Devolution of the holder’s rights; multiple pay
Art. 1062
1 The payer for honour acquires the rights under the bill against the party for whom he paid and against those liable to said party under the bill. However, he is not entitled to endorse it further. 2 The subsequent endorsers of the party in whose honour payment was made are released. 3 Where several payments for honour are offered, preference is given to those resulting in release of the largest number of parties liable on the bill. A person paying in honour in contravention of this provision and in full knowledge of the situation forfeits his right of recourse against those who would otherwise have been released.
X. Production of Multiple Duplicates and Copies of
1. Duplicates
a. Right to make duplicates
Art. 1063
1 The bill of exchange may be issued in multiple identical duplicates. 2 Such duplicates must be given serial numbers within the text on the instrument; otherwise, each duplicate counts as a separate bill of exchange. 3 Every holder of a bill of exchange may request that multiple duplicates be supplied to him at his own expense, provided the text of the bill of exchange does not stipulate that it was made out as a single copy. To do so, the holder must contact the preceding endorser immediately before him, who in turn must contact his immediately preceding endorser, and so on in sequence back to the drawer. The endorsers are obliged to repeat their endorsements on the newly issued duplicates.
b. Relationship between duplicates
Art. 1064
1 Where payment is made on one duplicate of the bill, the rights under all others are extinguished even if they do not bear a comment to the effect that payment on one renders all the others invalid. However, the drawee remains liable for any duplicate accepted that has not been returned to him. 2 Where an endorser has transferred the duplicates to a number of different persons, he and his subsequent endorsers are liable for duplicates bearing their signature which have not been surrendered.
c. Acceptance comment
Art. 1065
1 Where one duplicate has been sent for acceptance, a note must be made on the others of the name of the person now in possession of the despatched duplicate. The latter is obliged to surrender it to the rightful holder of any other duplicate. 2 Where he refuses to surrender it, the holder has a right of recourse only after arranging for protest to be made, thereby confirming: 1. that the duplicate sent for acceptance was not surrendered to him on request; 2. that neither acceptance nor payment was obtained on a different duplicate.
2. Copies
a. Form and effect
Art. 1066
1 Every holder of a bill of exchange is entitled to make copies of it. 2 The copy must be an exact reproduction of the original instrument with endorsements and all other notes and comments appended thereto. It must bear an indication of how far the copy extends. 3 The copy may be endorsed and have a declaration of guarantee added to it in the same manner and with the same effects as the original bill.
b. Surrender of the original bill
Art. 1067
1 The custodian of the original bill must be indicated on the copy. The custodian is obliged to surrender the original bill to the rightful holder of the copy. 2 Where he refuses to surrender it, the holder has right of recourse against the endorsers of the copy and against persons who have appended a declaration of guarantee to it only after arranging for protest to be made, thereby confirming that the original bill was not surrendered to him on request. 3 Where the original bill bears the comment “henceforward endorsements valid only if made on copy” or a comment to that effect appended to the last endorsement before the copy was made, any subsequent endorsement added to the original bill is void.
XI. Amendments to the Bill of Exchange
Art. 1068
Where the text of a bill of exchange is amended, those persons who append their signature to the bill after such amendment are liable in accordance with the amended text. Those who signed earlier are liable in accordance with the original text.
XII. Prescription
1. Prescriptive periods
Art. 1069
1 The claims against the acceptor under the bill of exchange prescribe three years after the maturity date. 2 The claims of the holder against the endorser and against the drawer prescribe one year after the date on which timely protest was made or, where the bill bears the comment “No protest”, one year after the maturity date. 3 The claims of one endorser against other endorsers and against the drawer prescribe six months after the date on which the bill of exchange was honoured by the endorser or the claim based on the bill was asserted against him.
2. Interruption
a. Grounds
Art. 1070
The prescriptive period is interrupted by commencement of action on the bill, submission of an application for debt enforcement proceedings, service of a third-party notice or petition in insolvency.
b. Effects
Art. 1071
1 The interruption of the prescriptive period is effective only against the party in regard to whom the fact causing the interruption occurred. 2 On interruption of the prescriptive period, a new prescriptive period of the same duration commences.
XIII. Cancellation
1. Provisional measures
Art. 1072
1 A person who has lost a bill of exchange may request the court to prohibit the drawee from paying the bill. 2 In serving the attachment order, the court authorises the drawee to deposit the bill amount on the maturity date and designates the place where it is to be deposited.
Para. 1 — Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
2. Known holder
Art. 1073
1 Where the holder of the bill of exchange is known, the court sets the applicant an appropriate time limit within which to bring action for surrender thereof. 2 Where the applicant fails to bring such action within the time limit, the court lifts the attachment order imposed on the drawee.
3. Unknown holder
a. Duties of the applicant
Art. 1074
1 Where the holder of the bill of exchange is known, the court may be asked to cancel it. 2 The party applying for cancellation must satisfy the court that he possessed and lost the bill of exchange and produce either a copy of the bill or information on its essential terms.
b. Public call for presentation
Art. 1075
Where the court is satisfied that the applicant was in possession of the bill of exchange but has since lost it, it issues a public notice calling on the unknown holder to come forward and present the bill within a specified time limit, failing which it will declare the bill cancelled.
c. Time limits
Art. 1076
1 The time limit for presentation must be at least three months and no more than one year. 2 However, the court is not bound by the minimum duration of three months if, in the case of overdue bills, the statutory prescriptive period would expire before three months have elapsed. 3 The time limit for overdue bills commences on the date of the first public notice, and the time limit for bills that are not overdue commences on the maturity date.
d. Publication
Art. 1077
1 The call for presentation of the bill of exchange must be published in the Swiss Official Gazette of Commerce. 2 In special cases the court may adopt other appropriate means for publicising the call for presentation.
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).
4. Effect
a. If the bill is presented
Art. 1078
1 Where the lost bill of exchange is presented, the court sets the applicant a time limit within which to bring action for surrender of the bill. 2 Where the applicant fails to bring action within such time limit, the court returns the bill of exchange and lifts the attachment order.
b. If the bill is not presented
Art. 1079
1 Where the lost bill of exchange is not presented within the fixed time limit, the court must pronounce its cancellation. 2 Following cancellation of the bill of exchange, the applicant may still assert his claim on the bill against the acceptor.
5. Court orders
Art. 1080
1 Even before the cancellation, the court may order the acceptor to deposit the bill amount or even to pay it against security. 2 Such security is liable to the bona fide acquirer of the bill of exchange. It is released if the bill of exchange is cancelled or the claims on the bill are otherwise extinguished.
XIV. General Provisions
1. Setting time limits
a. Holidays
Art. 1081
1 Where the maturity date of a bill of exchange falls on a Sunday or a public holiday, payment may not be demanded until the following working day. Likewise, all other actions relating to the bill of exchange, and in particular presentation for acceptance and protest, may take place only on a working day. 2 Where the last day of a time limit within which such an action must be taken falls on a Sunday or a public holiday, the time limit is extended to include the next working day. Holidays falling within the time limit are included when computing it.
Para. 2 — In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays; SR 173.110.3).
b. Computing time limits
Art. 1082
When computing statutory time limits or time limits indicated on the bill of exchange, the day on which they commence is not included.
c. Exclusion of days of respite
Art. 1083
Days of respite, whether statutory or by court order, are not recognised.
2. Place for actions in connection with bills of e
Art. 1084
1 The correct place at which to present bills of exchange for acceptance or payment, to make protest, to submit a request for issue of a duplicate bill and to take all other bill-related actions in respect of a specific person is that person’s business premises or, where none exist, his private address. 2 Such business premises or address must be ascertained with all due diligence. 3 However, if inquiries to the police or post office of the relevant locality are unsuccessful, no further investigation is required.
3. Signature by hand; blind person’s signature
Art. 1085
1 Declarations in respect of bills of exchange must be signed by hand. 2 The signature by hand may not be replaced by a mechanical reproduction thereof, by a mark, even if authenticated, or by any other form of authentication by notary. 3 The signature of a blind person must be authenticated.
XV. Applicable Jurisdiction
1. Capacity to incur liability as a party to a bil
Art. 1086
1 A person's capacity to incur liability as a party to a bill is determined according to the law of the country of which he is a citizen. Where such law provides that the law of a different country is definitive, the latter is applicable. 2 A person who, under the law stipulated in the previous paragraph, lacks capacity to incur liability as a party to a bill is nonetheless obliged if he appends his signature in the territory of a country under whose law he would have such capacity.
2. Form and time limits of declaration on bills of
a. In general
Art. 1087
1 The form of a declaration on a bill of exchange is determined according to the law of the country in whose territory the declaration was signed. 2 However, where a declaration on a bill of exchange that is invalid under the previous paragraph would be valid under the law of the country in whose territory a subsequent declaration is signed, the validity of the later declaration is not affected by any formal defects of the earlier declaration. 3 Similarly, a declaration on a bill of exchange given by one Swiss national abroad is valid in relation to another Swiss national in Switzerland provided it satisfies the formal requirements laid down by Swiss law.
b. Actions to exercise and safeguard rights under
Art. 1088
The formal requirements and time limits for protest and the formal requirements for other actions to exercise or safeguard rights under bills of exchange are determined according to the law of the country in whose territory the protest is to be made or the action to be taken.
c. Exercise of right of recourse
Art. 1089
The time limits for exercising rights of recourse are determined for all interested parties by the law of the place in which the bill of exchange was drawn.
3. Effect of declarations on bills of exchange
a. In general
Art. 1090
1 The effects of declarations of commitment made by the acceptor of a bill of exchange and by the maker of a promissory note are determined according to the law of the bill domicile or place of payment. 2 The effects of other declarations on bills of exchange are determined according to the law of the country in whose territory the declarations were signed.
b. Partial acceptance and part payment
Art. 1091
The law of the bill domicile determines whether the acceptance of a bill of exchange may be limited to part of the bill amount and whether the holder is or is not obliged to accept a part payment.
c. Payment
Art. 1092
The payment of a bill of exchange at maturity, in particular the computation of the maturity date and the payment date, and the payment of bills denominated in a foreign currency are determined according to the law of the country in whose territory the bill is domiciled.
d. Claims for unjust enrichment
Art. 1093
Claims for unjust enrichment against the drawee, the domiciliate and the person or firm for whose account the drawer drew the bill are determined according to the law of the country in whose territory these persons are resident.
e. Devolution of cover
Art. 1094
The law of the place of issue determines whether the holder of a bill of exchange acquires the underlying claim.
f. Annulment
Art. 1095
The law of the bill domicile determines the measures to be taken in the event of the loss or theft of a bill of exchange.
C. The Promissory Note
1. Requirements
Art. 1096
A promissory note contains: 1. the designation ‘promissory note’ in the text of the instrument and in the language in which it is issued; 2. the unconditional promise to pay a certain sum of money; 3. the due date; 4. the place of payment; 5. the name of the person to whom or to whose order payment is to be made; 6. the date on which and place at which the note is made; 7. the maker’s signature.
2. Required content lacking
Art. 1097
1 An instrument missing one of the elements stipulated in the previous Article is not deemed a promissory note, except in the cases described in the following paragraphs. 2 A promissory note containing no indication of the due date is deemed a sight bill. 3 Where no other specific place is mentioned, the place at which the note is made is deemed both the place of payment and the domicile of the maker. 4 A promissory note without any indication of the place in which it was made is deemed made at the place indicated together with the name of the maker.
3. Reference to bill of exchange
Art. 1098
1 The provisions governing the following aspects of bills of exchange also apply to promissory notes, unless they run counter to the essential nature of the latter: endorsement (Art. 1001–1010); maturity (Art. 1023–1027); payment (Art. 1028–1032); recourse for non-payment (Art. 1033–1047, 1049–1051); payment for honour (Art. 1054, 1058–1062); copies (Art. 1066 and 1067); amendments (Art. 1068); prescription (Art. 1069–1071); annulment (Art. 1072–1080); public holidays, computation of time limits, exclusion of days of respite, place for actions in connection with bills of exchange, and signatures (Art. 1081–1085). 2 Further, promissory notes are subject to the provisions governing bills of exchange in relation to bills domiciled with a third party or at a place other than the drawee’s domicile (Art. 994 and 1017), the interest rate comment (Art. 995), discrepancies in the specification of the amount (Art. 996), the consequences of invalid signatures (Art. 997) or of signatures by person
4. Liability of the maker; presentation for sight
Art. 1099
1 The maker of a promissory note is liable in the same manner as the acceptor of a bill of exchange. 2 Promissory notes made out for a specified time after sight must be presented for sight to the maker within the time limits stipulated in Article 1013. Such sight must be confirmed by the maker on the promissory note together with the date and the maker’s signature. The fixed period after sight commences on the date on which the sight comment is appended. Where the maker refuses to confirm sight and the date, this fact must be established by means of protest (Art. 1015); in this case, the fixed period after sight commences on the date on which protest is made.
Section Five: The Cheque
I. Issue and Formal Requirements of Cheques
1. Requirements
Art. 1100
A cheque contains: 1. the designation ‘cheque’ in the text of the instrument and in the language in which it is issued; 2. the unconditional instruction to pay a certain sum of money; 3. the name of the person who is to pay (drawee); 4. the place of payment; 5. the date and the place of issue; 6. the drawer’s signature.
2. Required content lacking
Art. 1101
1 An instrument missing one of the elements stipulated in the previous Article is not deemed a cheque, except in the cases described in the following paragraphs. 2 Where no other specific place is mentioned, the place indicated together with the name of the drawee is deemed the place of payment. Where several places are indicated together with the name of the drawee, the cheque is payable at the place mentioned first. 3 A cheque containing no indication of place of issue is deemed payable at the place where the drawee has its principal place of business. 4 A cheque containing no indication of the place of issue is deemed issued at the place indicated together with the name of the issuer.
3. Capacity to act as drawee
Art. 1102
1 On cheques payable in Switzerland, only a banker may be designated as the drawee. 2 A cheque drawn on another person is deemed to be merely an instrument ordering payment.
4. Cover requirement
Art. 1103
1 A cheque may be issued only where the drawer holds assets with the drawee and has the right to dispose of such assets by means of cheques pursuant to an explicit or tacit agreement. However, the instrument’s validity as a cheque is not affected by any failure to comply with these provisions. 2 Where the drawer has assets with the drawee covering only a portion of the cheque amount, the drawee is obliged to pay such portion. 3 A person issuing a cheque without being authorised by the drawee to dispose of the instructed amount must reimburse the bearer for any damage so caused and, in addition, five per cent of the uncovered portion of the instructed amount.
5. Exclusion of acceptance
Art. 1104
The cheque may not be accepted. An acceptance comment appended to the cheque is deemed unwritten.
6. Designation of payee
Art. 1105
1 The cheque may be made payable to: a specific person, with or without the explicit comment “to order”; a specific person, with the comment “not to order” or a comment to that effect; the bearer. 2 Where the cheque designates a specific person as payee with the added comment “or presenter” or a comment to that effect, the cheque is deemed made out to the bearer. 3 A cheque with no payee indicated is deemed payable to the bearer.
7. Interest comment
Art. 1106
An interest comment appended to the cheque is deemed unwritten.
8. Paying agents, domiciled cheques
Art. 1107
The cheque may be made payable by a third party, at the drawee’s domicile or at another place, providing the third party is a banker.
II. Transfer
1. Transferability
Art. 1108
1 A cheque made payable to a specific person with or without the explicit comment “to order” may be transferred by endorsement. 2 A cheque made payable to a specific person with or without the explicit comment “not to order” or with a comment to that effect may be transferred only subject to the formal requirements and with the effects of a normal assignment. 3 The endorsement may also be made out to the drawer or to any other party liable for it. Such persons may endorse the cheque further.
2. Requirements
Art. 1109
1 The endorsement must be unconditional. Conditions attached to the endorsement are deemed unwritten. 2 A partial endorsement is void. 3 Likewise, an endorsement by the drawee is void. 4 An endorsement to the bearer is deemed a blank endorsement. 5 An endorsement to the drawee is deemed merely a receipt, unless the drawee has several branch offices and the endorsement is made out to a different office from that on which the cheque is drawn.
3. Proof of bearer’s entitlement
Art. 1110
A person possessing a cheque transferred by endorsement is deemed the holder in due course providing he can demonstrate his entitlement by means of an uninterrupted sequence of endorsements, even where the last is a blank endorsement. Deleted endorsements are deemed unwritten. Where a blank endorsement is followed by a further endorsement, it is presumed that the person who issued this endorsement acquired the bill by means of the blank endorsement.
4. Bearer cheque
Art. 1111
An endorsement on a bearer cheque renders the endorser liable in accordance with the provisions governing recourse, albeit without transforming the instrument into a cheque to order.
5. Lost cheques
Art. 1112
Where the cheque was somehow lost by a former bearer, a new bearer who has gained possession of the cheque, whether it is a bearer cheque or a cheque transferable by endorsement and the bearer can demonstrate his entitlement in accordance with Article 1110, is obliged to surrender it only if he acquired it in bad faith or was guilty of gross negligence when he acquired it.
6. Rights stemming from subsequent endorsement
Art. 1113
1 Where the cheque was endorsed only after protest has been made or equivalent action taken or after expiry of the time limit for presentation, the endorsement only has the effects of a normal assignment. 2 Until the opposite is proven, it is presumed that an undated endorsement was made on the cheque before protest was made or equivalent action taken or before the time limit for presentation expired.
III. Cheque Guarantees
Art. 1114
1 Payment of the cheque amount may be secured in part or in full by means of a cheque guarantee. 2 Such security may be provided by a third party, with exception of the drawee, or even by a person whose signature has already been appended to the cheque.
IV. Presentation and Payment
1. Maturity
Art. 1115
1 The cheque is payable on sight. Any contrary indication is deemed unwritten. 2 A cheque presented for payment prior to the issue date indicated on the cheque is payable on the date on which it is presented.
2. Presentation for payment
Art. 1116
1 A cheque payable in the country in which it was issued must be presented for payment within eight days. 2 A cheque payable in a country other than the country in which it was issued must be presented within 20 days where the place of issue and place of payment are in the same continent and within 70 days where they are on different continents. 3 For this purpose, a cheque issued in a European country and payable in a country on the Mediterranean Sea, or vice versa, counts as a cheque issued and payable in the same continent. 4 The time limits stipulated above commence on the date indicated on the cheque as the issue date.
3. Computation by the old method
Art. 1117
Where a cheque is payable at a place where the calendar is different from that of the place of issue, the issue date is determined according to the calendar of the place of payment.
4. Delivery to clearing house
Art. 1118
Delivery of the cheque to a clearing house recognised by the Swiss National Bank is equivalent to presentation for payment.
Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since 1 May 2004 (AS 2004 1985; BBl 2002 6097).
5. Revocation
a. In general
Art. 1119
1 A revocation of the cheque takes effect only after expiry of the time limit for presentation. 2 Where the cheque is not revoked, the drawee may make payment even after expiry of the time limit for presentation. 3 Where the drawer contends that he or a third party lost the cheque, he may forbid the drawee to cash it.
b. Death, incapacity, bankruptcy
Art. 1120
The validity of the cheque is unaffected even where the drawer dies, loses his capacity to act or becomes bankrupt after the cheque was issued.
6. Verification of endorsements
Art. 1121
A drawee honouring a cheque transferred by endorsement is obliged to check that the sequence of endorsements is correct but is not required to verify the signatures of the endorsers.
7. Payment in foreign currency
Art. 1122
1 Where the cheque is denominated in a currency other than that of the place of payment, the cheque amount may be paid in the national currency at its value as at the date of presentation. Where payment is not made on presentation, the bearer is free to choose whether the cheque amount is converted into the national currency at the rate applicable on the date of presentation or the rate applicable on the payment date. 2 The value of the foreign currency is determined according to customary commercial practice at the place of payment. However, the drawer may stipulate an exchange rate for the bill amount on the bill of exchange. 3 The provisions of the two previous paragraphs are not applicable if the drawer has stipulated payment in a specified currency (actual currency clause). 4 Where the cheque is denominated in a currency which has the same name but a different value in the country in which the cheque was issued and that in which it is payable, the presumption is that the currency
V. The Crossed Cheque and the Account-Payee-Only C
1. Crossed cheques
a. Definition
Art. 1123
1 The drawer and any bearer may cross the cheque with the effects envisaged in Article 1124. 2 A cheque is crossed by drawing two parallel lines on its obverse. Such crossing may be general or specific. 3 The crossing is general if no indication or the comment “banker” or a comment to that effect is inserted between the two lines; it is specific if the name of a banker is inserted between the two lines. 4 A general crossing may be converted into a specific crossing, but not vice versa. 5 Any deletion of the crossing or of the name of the designated banker is deemed not done.
b. Effects
Art. 1124
1 A generally crossed cheque may be paid by the drawee only to a banker or a client of the drawee. 2 A specifically crossed cheque may be paid by the drawee only to the designated banker or, where the latter is himself the drawee, to his clients. However, the designated banker may entrust collection of the cheque to another banker. 3 A banker may acquire a crossed cheque only from one of his clients or from another banker. Further, he may collect such cheque only for the account of the aforementioned persons. 4 Where a cheque has been specifically crossed more than once, the drawee may honour the cheque only where it has been crossed not more than twice and one of the crossings was done for the purpose of collection by means of delivery to a clearing house. 5 A drawee or banker acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.
2. Account-payee-only cheques
a. In general
Art. 1125
1 The drawer and any bearer of a cheque may prohibit payment of the cheque in cash by appending the comment “account payee only” or a comment to that effect diagonally across the obverse of the cheque. 2 In this case the drawee may honour the cheque only by crediting the amount to an account (credit, transfer, debit settlement). The account credit is deemed payment. 3 Any deletion of the comment “account payee only” is deemed not to have been done. 4 A drawee acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.
b. Bearer’s rights in the event of insolvency, sus
Art. 1126
1 However, where the drawee has been declared insolvent or has suspended its payments or debt enforcement proceedings have been brought against it without success, the bearer of an account-payee-only cheque has the right to demand cash payment of the cheque by the drawee and has a right of recourse. 2 The same applies in the event that the bearer cannot obtain the account credit from the drawee as a result of measures taken pursuant to the Federal Act of 8 November 1934 on Banks and Savings Banks.
Para. 2 — SR 952.0
c. Bearer’s rights in the event of refusal of acco
Art. 1127
Further, the bearer of an account-payee-only cheque has a right of recourse where he can show that the drawee has refused to make the account credit unconditionally or that the cheque has been declared unfit for settlement of the bearer’s obligations by the clearing house of the place of payment.
VI. Recourse for Non-Payment
1. Bearer’s rights of recourse
Art. 1128
The bearer may have recourse against the endorser, the drawer and the other parties liable for the cheque if it is not honoured on timely presentation and such refusal of payment has been established: 1. by public deed (protest), or 2. by means of a written and dated declaration made by the drawee on the cheque, including the date of presentation, or 3. by means of a written and dated declaration made by a clearing house to the effect that the cheque was delivered in good time and not paid.
2. Protest, time limits
Art. 1129
1 The protest or equivalent declaration must be made before the time limit for presentation expires. 2 Where the cheque is presented on the last day of the time limit, the protest or equivalent declaration may still be made on the following working day.
3. Object of recourse
Art. 1130
By way of recourse, the bearer may claim: 1. the cheque amount, provided the cheque has not been honoured; 2. interest at a rate of six per cent since the date of presentation; 3. the costs of the protest or equivalent declaration and of notifications, plus other expenses; 4. a commission of not more than one-third of one per cent.
4. Exceptions in the case of force majeure
Art. 1131
1 Where insuperable obstacles (statutory provisions enacted by a state or some other instance of force majeure) militate against the timely presentation of the cheque or timely protest or equivalent declaration, the time limits for such actions are extended. 2 The bearer is obliged to notify the immediately preceding endorser of the force majeure event without delay and to note such notification together with the date and place and his signature on the cheque or an annex thereto; in other respects, the provisions set out in Article 1042 are applicable. 3 Once the force majeure ceases to apply, the holder must present the cheque for acceptance or for payment without delay and, where necessary, make protest or similar declaration. 4 In the event that the force majeure lasts for longer than 15 days after the date on which the bearer himself notified the preceding endorser of the force majeure event prior to expiry of the time limit for presentation, recourse may be had without need for pr
VII. Forged Cheques
Art. 1132
The losses arising from payment of a forged or falsified cheque are borne by the drawee, provided that the drawer named on the cheque is not at fault, such as through negligence in the safekeeping of blank cheque forms entrusted to him.
VIII. Duplicates of a Cheque
Art. 1133
Cheques may be issued in several identical duplicates if they are not made out to the bearer and are payable in a country other than the country of issue or in an overseas territory belonging to the country of issue, or vice versa, or are both issued and payable in an overseas territory, or are issued in one overseas territory and payable in a different overseas territory belonging to the same country. Such duplicates must be given serial numbers within the text on the instrument; otherwise, each duplicate counts as a separate cheque.
IX. Prescription
Art. 1134
1 The bearer’s rights of recourse against the endorser, the drawer and the other parties liable prescribe six months after the time limit for presentation expires. 2 The rights of recourse of one liable party against another prescribe six months after the date on which the cheque was honoured by such party or the claim based on the cheque was asserted against him.
X. General Provisions
1. Definition of ‘banker’
Art. 1135
For the purposes of this Section, the term ‘banker’ is understood to mean any institution subject to the Federal Act of 8 November 1934 on Banks and Savings Banks.
SR 952.0
2. Setting time limits
a. Holidays
Art. 1136
1 The presentation and protest of a cheque must take place on a working day. 2 Where the last day of a time limit within which an action in connection with the cheque must be taken, in particular presentation, protest or an equivalent declaration, falls on a Sunday or a public holiday, the time limit is extended to include the next working day. Holidays falling within the time limit are included when computing it.
Para. 2 — In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays; SR 173.110.3).
b. Computing time limits
Art. 1137
When computing the time limits envisaged in this law, the day on which they commence is not included.
XI. Applicable Jurisdiction
1. Capacity to act as drawee of a cheque
Art. 1138
1 A person's capacity to act as drawee of a cheque is determined according to the law of the country in which it is payable. 2 Where under such law the cheque is void for reasons pertaining to the person of the drawee, obligations are nonetheless binding if they arise from signatures appended to the cheque in countries where the law does not envisage nullity for such reasons.
2. Form and time limits for declarations on cheque
Art. 1139
1 The form of a declaration on a cheque is determined according to the law of the country in whose territory such declaration was signed. However, compliance with the formal requirements laid down by the law of the place of payment is sufficient. 2 Where a declaration on a cheque that is invalid pursuant to the previous paragraph would be valid under the law of the country in whose territory a subsequent declaration is signed, the validity of the later cheque declaration is not affected by any formal defects of the earlier declaration. 3 Similarly, a declaration on a cheque made by one Swiss national abroad is valid as against another Swiss national in Switzerland providing it satisfies the formal requirements laid down by Swiss law.
3. Effect of cheque declarations
a. Law of the place of issue
Art. 1140
The effects of cheque declarations are determined pursuant to the law of the country in whose territory such declarations were signed.
b. Law of the place of payment
Art. 1141
The law of the country in whose territory the cheque is payable determines: 1. whether the cheque is necessarily payable on sight or whether it may be drawn for a specified time after sight and what the effects are if a date later than the real issue date is indicated on the cheque; 2. the time limit for presentation; 3. whether a cheque may be accepted, certificated, confirmed or given a mark of approval and what the effects of such comments are; 4. whether the bearer may request part payment and whether he must accept part payment; 5. whether a cheque may be crossed or have the comment “account payee only” or an equivalent comment appended to it and what the effects of such crossing or comment are; 6. whether the bearer has specific rights to the cover and what the nature of such rights is; 7. whether the drawer may revoke the cheque or protest against payment of the cheque; 8. the measures to be taken in the event of the loss or theft of the cheque; 9. whether a protest or equivalen
c. Law of domicile
Art. 1142
A claim for unjust enrichment against the drawee or the domiciliate is determined according to the law of the country in whose territory these persons are resident.
XII. Applicability of the Law on Bills of Exchange
Art. 1143
1 The following provisions of the law on bills of exchange are also applicable to cheques: 1. Article 990 on the capacity to incur liability as party to a bill; 2. Article 993 on bills of exchange made out to own order, drawn on the drawer and for the account of a third party; 3. Articles 996–1000 on discrepancies in the specification of the bill amount, signatures of persons lacking capacity to incur liability as parties to bills, unauthorised signatures, liability of the drawer and blank bills; 4. Articles 1003–1005 on endorsements; 5. Article 1007 on defences; 6. Article 1008 on the rights under procuration endorsement; 7. Articles 1021 and 1022 on form and effects of bill guarantees; 8. Article 1029 on the right to receipts and part payments; 9. Articles 1035–1037 and 1039–1041 on protest; 10. Article 1042 on notification; 11. Article 1043 on the waiver of protest; 12. Articles 1044 on the joint and several liability of the parties; 13. Articles 1046 and 1047 on the right of recour
XIII. Reservation of Specific Law
Art. 1144
The special provisions governing Swiss post office cheques are reserved.
Section Six: Bill-like Securities and Other Instru
A. In general
I. Requirements
Art. 1145
A negotiable security is deemed an instrument to order if it is made out to order or declared by law to be an instrument to order.
II. Defences of the obligor
Art. 1146
1 Against a claim deriving from an instrument to order, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee. 2 Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security.
B. Bill-like securities
I. Payment instructions to order
1. In general
Art. 1147
Where a payment instruction is not designated as a bill of exchange in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a bill of exchange, it counts as a bill of exchange.
2. No duty to accept
Art. 1148
1 The payment instruction to order must not be presented for acceptance. 2 If it is nevertheless presented but acceptance is refused, the bearer does not have right of recourse on these grounds.
3. Consequences of acceptance
Art. 1149
1 Where the payment instruction to order is accepted voluntarily, the acceptor of the payment instruction counts as the acceptor of a bill of exchange. 2 However, the bearer may not have recourse before maturity if the instructed party has been declared insolvent or has suspended his payments or compulsory execution has been levied on his assets without success. 3 Similarly, the bearer may not have recourse before maturity if the instructing party has been declared insolvent.
4. No enforcement of bills of exchange
Art. 1150
The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889 governing the enforcement of bills of exchange do not apply to payment instructions to order.
SR 281.1
II. Promise to pay to order
Art. 1151
1 Where a promise to pay is not designated as a promissory note in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a promissory note, it counts as a promissory note. 2 However, the provisions governing payment for honour do not apply to promises to pay to order. 3 The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889 governing the enforcement of bills of exchange do not apply to promises to pay to order.
Para. 3 — SR 281.1
C. Other endorsable securities
Art. 1152
1 Instruments whereby the signatory undertakes to pay certain sums of money or deliver certain quantities of fungibles with reference to place, time and total amount may, if they are expressly made out to order, be transferred by endorsement. 2 These and other endorsable instruments, such as warehouse warrants, bills of lading, etc., are subject to the provisions of the law on bills of exchange governing the form of the endorsement, proof of the bearer’s entitlement, annulment and the bearer’s duty to surrender the instrument. 3 However, the provisions governing rights of recourse on bills of exchange do not apply to such instruments.
Section Seven: Documents of Title to Goods
A. Requirements
I. In general
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).
Art. 1153
Documents of title to goods issued by a warehouse keeper or carrier as negotiable securities must bear: 1. the place and date of issue and the signature of the issuer; 2. the name and address of the issuer; 3. the name and address of the depositor or sender of the goods; 4. an inventory of the stored or despatched goods by description, volume and identification marks; 5. the fees and remuneration payable or paid in advance; 6. any special agreements between the parties concerning the handling of the goods; 7. the number of duplicates of the document of title to goods; 8. the persons with power of disposal, with indication of names or to order or as bearer.
II. Equivalent instruments in security ledgers
Art. 1153a
1 The parties may issue documents of title to goods in the form of ledger-based securities. Articles 1154 and 1155 apply mutatis mutandis. 2 The issuer's signature is not required if the instrument can be unambiguously attributed to him or her in another manner. The further content of the instrument, including any charges, must be recorded in the securities ledger itself or in the associated accompanying data.
Art. 1153a — Inserted 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).
B. The warrant
Art. 1154
1 Where one of two or more documents of title to goods is to serve the purpose of establishing a lien, it must be designated as a warrant and in all other respects take the form of a document of title to goods. 2 The issue of the warrant must be noted on the other duplicates along with every pledge made, including the claim amount and due date.
C. Significance of the formal requirements
Art. 1155
1 Bills and certificates issued in respect of stored goods or freight that do not satisfy the formal requirements of documents of title to goods are not recognised as negotiable securities, but are deemed to be merely receipts or other documents in proof. 2 Bills and certificates issued by warehouse keepers without the legally required approval from the competent authority are recognised as negotiable securities provided they satisfy the statutory formal requirements. The issuer is liable to an administrative fine of up to 1,000 francs to be imposed by the competent cantonal authority.
Title Thirty-Four: Bonds
Section One: ...
Art. 1156
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).
Section Two: Community of Bond Creditors
Amended by No I of the FA of 1. April 1949, in force since 1 Jan. 1950 (AS 1949 I 791 801; BBl 1947 III 869). See also the Final Provisions of the second Sec. of Title XXXIV, at the end of this Code.
A. Requirements
Art. 1157
1 Where bonds with uniform conditions are offered directly or indirectly for public subscription by a borrower whose domicile or commercial office is in Switzerland, by operation of law the creditors form a community of creditors. 2 Where several different issues are offered, the creditors of each issue form a separate community of creditors. 3 The provisions of this Chapter do not apply to bonds issued by the Confederation, cantons, municipalities and other public sector corporations and entities.
B. Bond representative
I. Appointment
Art. 1158
1 Representatives appointed under the bond issue conditions are, unless otherwise provided, deemed to be representatives of both the community of creditors and the borrower. 2 The creditors’ meeting may elect one or more representatives for the community of creditors. 3 Unless otherwise provided, multiple representatives exercise their powers of representation jointly.
II. Powers
1. In general
Art. 1159
1 The representative has such powers as are conferred on him by law, the bond issue conditions or the creditors’ meeting. 2 His duties are to request that the borrower convene a creditors’ meeting where the conditions for such convocation obtain, to implement its resolutions and to represent the community of creditors within the bounds of the powers conferred on him. 3 To the extent that the representative is authorised to assert the creditors’ rights, the individual creditors are not entitled to exercise their rights independently.
2. Monitoring of the borrower
Art. 1160
1 Where the borrower is in arrears in the fulfilment of his obligations under the bond issue, the representative of the community of creditors is entitled to obtain from the borrower all information of interest to the community of creditors. 2 On the same conditions, where the borrower is a company limited by shares, partnership limited by shares, limited liability company or cooperative, the representative may participate in an advisory capacity in the meetings of its governing bodies to the extent that the agenda items under discussion relate to the interests of the bond creditors. 3 The representative must be invited to such meetings and is entitled to receive the background documentation to be discussed at such meetings in good time.
3. In the case of bonds secured by a charge
Art. 1161
1 Where a representative of the borrower and the creditors has been appointed for a bond issue secured by a land charge or a charge on chattels, he has the same powers as a pledgee under a land charge. 2 The representative must safeguard the rights of the creditors, the borrower and the owner of the charged property diligently and impartially.
III. Lapse of authority
Art. 1162
1 The creditors’ meeting may revoke or modify the authority conferred on a representative at any time. 2 The authority of a representative appointed under the bond issue conditions may be revoked or modified at any time by resolution of the community of creditors with the consent of the borrower. 3 On application by a bond creditor or the borrower, the court may declare such authority extinguished for good cause. 4 Where the representative’s authority lapses for whatever reason, at the request of a bond creditor or the borrower, the court orders the measures necessary to protect the bond creditors and the borrower.
IV. Costs
Art. 1163
1 The costs of all representative arrangements envisaged in the bond issue conditions are borne by the borrower. 2 The costs of representation appointed by the community of creditors are covered by payments made by the borrower and deducted from all bond creditors in proportion to the nominal value of the bonds they hold.
C. Creditors’ meeting
I. In general
Art. 1164
1 The community of creditors is authorised within the bounds of the law to take all measures required to safeguard the collective interests of the bond creditors, in particular as regards any financial difficulties encountered by the borrower. 2 The resolutions of the community of creditors are made by the creditors’ meeting and are valid providing they satisfy the requirements laid down by the law in general or for specific measures. 3 The individual bond creditors are not entitled to assert their rights independently to the extent that valid resolutions on the matters in question have been made by the creditors’ meeting. 4 The costs of convening and holding the creditors’ meeting are borne by the borrower.
II. Convocation
1. In general
Art. 1165
1 The creditors’ meeting is convened by the borrower. 2 The borrower is obliged to convene it within 20 days if so requested by bond creditors together holding at least one-twentieth of the bond capital in circulation or by the bond representative in writing with an indication of the purpose of and reasons for the meeting. 3 In the event that the borrower fails to comply with such request, the court may authorise the applicant to convene a creditors’ meeting of his own accord. The court at the current or last seat of the debtor in Switzerland has mandatory jurisdiction. 4 If the debtor has or had only a branch office in Switzerland, the court at the location of this branch office has mandatory jurisdiction.
Para. 3 — Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221). Para. 4 — Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
2. Moratorium
Art. 1166
1 From the date on which the invitation to the creditors’ meeting is duly published until the final outcome of the composition proceedings, all due claims of the bond creditors are subject to a stay of enforcement. 2 Such stay is not a suspension of payments within the meaning of the Debt Collection and Bankruptcy Act of 11 April 1889; the creditors may not apply for the commencement of insolvency proceedings without prior debt enforcement. 3 For the duration of the stay, such prescriptive and forfeiture periods as can be interrupted by debt enforcement are suspended for the due claims of the bond creditors. 4 Where the borrower abuses the right to obtain a stay of enforcement, at the request of a bond creditor it may be lifted by the higher cantonal composition authority.
Para. 2 — SR 281.1
III. Holding the meeting
1. Voting right
Art. 1167
1 Each owner of a bond or his representative, or in the case of bonds under a usufruct either the usufructuary or his representative, has the right to vote. However, the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising the right to vote. 2 Bonds owned by or held in usufruct by the borrower confer no right to vote. However, where bonds belonging to the borrower have been given in pledge, the pledgee is entitled to exercise the associated right to vote. 3 A charge or special lien held by the borrower on bonds does not preclude the right to vote of the owners of such bonds.
2. Representation of individual bond creditors
Art. 1168
1 Representation of bond creditors requires a written power of attorney, unless such representation has its basis in law. 2 The borrower is excluded from representing bond creditors with right to vote.
IV. Procedure
Art. 1169
The Federal Council shall enact provisions governing convening the creditors’ meeting, giving notice of the agenda, proving entitlement to participate in the creditors’ meeting, chairing the general meeting and recording and giving notice of its resolutions.
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
1. Admissibility and required majority
a. In the case of only one community of creditors
Art. 1170
1 A majority of at least two-thirds of the bond capital in circulation is required to pass a valid resolution in connection with the following measures: 1. moratorium on interest for up to five years, with the option of extending the moratorium twice for up to five years each time; 2. waiver of up to five years’ worth of interest within a seven-year period; 3. decrease of the interest rate by up to one-half of the rate envisaged in the bond issue conditions or conversion of a fixed interest rate into a rate dependent on the business results, both measures to last for up to ten years, with the option of an extension for up to five years; 4. extension of the redemption time limit by up to ten years by means of a reduction in the annual payment or an increase in the number of the redemption shares or temporary suspension of such payments, with the option of an extension for up to five years; 5. suspension of a bond issue now due or maturing within five years or of portions thereof for up
b. In the case of several communities of creditors
Art. 1171
1 Where there is more than one community of creditors, the borrower may propose one or more of the measures described in the previous Article to the different communities of creditors simultaneously, subject to the proviso that, where one such measure is proposed, it will be valid only if accepted by all the communities of creditors and that in addition, where two or more such measures are proposed, the validity of each measure is conditional on acceptance of all the others. 2 Proposals are deemed accepted where they obtain the consent of persons representing at least two-thirds of the bond capital in circulation of all such communities of creditors combined and at the same time are accepted by a majority of the communities of creditors and, within each community of creditors, by at least a simple majority of the bond capital represented.
c. Determining the majority
Art. 1172
1 When determining the total bond capital in circulation, bonds that do not confer right to vote shall be disregarded. 2 Where a motion put to the creditors’ meeting fails to attain the requisite number of votes, the borrower may register votes making up the shortfall by written and authenticated declarations made within two months of the date of the meeting to the chairman of the meeting and thereby bring about a valid resolution.
2. Restrictions
a. In general
Art. 1173
1 No bond creditor may be required by resolution of the community of creditors to tolerate an encroachment on the creditors’ rights other than those envisaged in Article 1170 or to make payments that were neither envisaged in the bond issue conditions nor agreed with him when the bonds were issued. 2 The community of creditors may not extend the creditors’ rights without the consent of the borrower.
b. Equal treatment
Art. 1174
1 The persons making up a community of creditors must all be equally affected by any resolution to adopt compulsory measures, unless every disadvantaged creditor expressly agrees to such measures. 2 The ranking of charge creditors must not be changed without their consent. Article 1170 letter 7 is reserved. 3 Undertakings and dispositions whereby individual creditors are favoured over others belonging to the community of creditors are void.
c. Statement and balance sheet
Art. 1175
An application to take the measures described in Article 1170 may be made by the borrower and considered by the creditors’ meeting only on the basis of status report drawn up as at the date of the creditors’ meeting or a balance sheet drawn up as at a date no more than six months prior to the meeting in accordance with standard practice and, where applicable, certified by the external auditor as true and fair.
Art. 1175 — 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).
3. Official approval
a. In general
Art. 1176
1 Resolutions involving an encroachment on creditors’ rights are effective and binding on the bond creditors who did not vote in favour of them only if they have been approved by the higher cantonal composition authority. 2 The borrower must submit them within one month of their adoption to said authority for approval. 3 The time and date of the hearing is published together with a notice to the bond creditors informing them that they may raise objections in writing or in person at the hearing. 4 The costs of the approval procedure are borne by the borrower.
b. Requirements
Art. 1177
Official approval may be refused only where: 1. the provisions governing the convocation of the creditors’ meeting and its adoption of resolutions were infringed; 2. it transpires that a resolution intended to avert financial hardship from the borrower was not necessary; 3. the collective interests of the bond creditors are not sufficiently protected; 4. the resolution was brought about by dishonest means.
c. Appeal
Art. 1178
1 Once approval has been given, it may be challenged as illegal or inappropriate within 30 days before the Federal Supreme Court by any bond creditor who did not vote for the resolution, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable. 2 Similarly, a decision to refuse approval may be challenged by bond creditors who voted in favour of the resolution or by the borrower.
d. Revocation
Art. 1179
1 If it subsequently transpires that the resolution of the creditors’ meeting was brought about by dishonest means, at the request of a bond creditor the higher cantonal composition authority may revoke approval in part or in full. 2 An application for revocation must be filed within six months of the date on which the bond creditors learned of the grounds for challenge. 3 Revocation may be challenged as unlawful or unreasonable within 30 days before the Federal Supreme Court by the borrower and by any bond creditor, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable. Similarly, a refusal to revoke approval may be challenged by any bond creditor who requested such revocation.
II. Other resolutions
1. Authority of the bond representative
Art. 1180
1 The consent of persons representing more than one-half of the bond capital in circulation is required to revoke or modify the authority conferred on a bond representative. 2 The same majority is required for a resolution to grant a bond representative authority to safeguard the rights of all the bond creditors in insolvency proceedings.
2. On other matters
Art. 1181
1 Resolutions which neither encroach on the creditors’ rights nor impose further material contributions on the creditors require merely an absolute majority of the votes represented, unless the law stipulates otherwise or the bond issue conditions impose stricter requirements. 2 The majority is determined in all cases according to the nominal value of the bond capital conferring right to vote that is represented at the creditors’ meeting.
3. Challenge
Art. 1182
Any resolution within the meaning of Articles 1180 and 1181 which contravenes the law or contractual provisions may be challenged in court by a member of the community of bond creditors who did not vote for it within 30 days of the date on which he learned of it.
E. Special cases
I. Insolvency of the borrower
Art. 1183
1 Where a borrower becomes insolvent, the insolvency administrators must convene a meeting of the bond creditors without delay, at which an existing representative or a representative appointed by the meeting is granted authority to safeguard the rights of all the bond creditors in insolvency proceedings. 2 Where no resolution is made to grant such authority, each bond creditor represents his rights independently.
II. Composition agreement
Art. 1184
1 In composition proceedings, subject to the provisions governing bonds secured by a charge, no special resolution is made by the bond creditors on their position towards the composition agreement, and their consent is governed exclusively by the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889. 2 The provisions governing the community of creditors apply to creditors holding bonds secured by a charge, to the extent that any restriction of their creditors’ rights is to be imposed above and beyond the effects of the composition proceedings.
Para. 1 — SR 281.1
III. Bonds issued by railway or inland waterways t
Art. 1185
1 The provisions of this Chapter are applicable to bond creditors of railway or inland waterways transport companies, subject to the following special provisions. 2 A request for convocation of a creditors’ meeting must be made to the Federal Supreme Court. 3 The Federal Supreme Court is responsible for convening the creditors’ meeting and the recording, approval and implementation of its resolutions. 4 On receipt of a request for convocation of a creditors’ meeting, the Federal Supreme Court may order a stay of enforcement with the effects envisaged in Article 1166.
F. Differing agreements
Art. 1186
1 The rights conferred by law on the community of creditors and the bond representative may only be excluded, amended or restricted by the bond issue conditions or other special agreements between the creditors and the borrower if a majority of creditors are still entitled to amend the bond conditions. 2 Where bonds are publicly issued in whole or in part outside Switzerland, the provisions of another legal system related to the public issue of bonds concerning the community of creditors, its representation, meeting and resolutions may be declared applicable instead of the provisions of this section.
Art. 1186 — Amended by Annex No 2 of the FA of 17 Dec. 2021 (Insolvency and Deposit Protection), in force since 1 Jan. 2023 (AS 2022 732; BBl 2020 6359).