Inserted by the Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217).
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
A. Scope of application of the Final Title
Art. 1
The provisions of the Final Title of the Civil Code also apply to this Act.
SR 210
B. Adaptation of existing companies to the new law
I. In general
Art. 2
1 Companies limited by shares, partnerships limited by shares and cooperatives that are entered in the commercial register when this Act comes into force, but which do not meet the statutory requirements, must amend their articles of association in accordance with the new provisions within five years.2 During this period, they are subject to the previous law where their articles of association are contrary to the new provisions.3 If the companies fail to comply with this provision, on expiry of the deadline, they must be declared dissolved ex officio by the commercial registrar.4 The Federal Council may extend the application of the old law in the case of insurance and credit cooperatives on a case-by-case basis. Any application in relation thereto must be filed within three years of this Act coming into force.
II. Welfare schemes
Art. 3
Where companies limited by shares, partnerships limited by shares and cooperatives have prior to the entry into force of this Act clearly provided funds to establish and support welfare schemes for employees and for members, they must adapt these schemes within five years to the provisions of Articles 673 and 862.
This Art. has now been reworded. This Art. has now been reworded.
Art. 4
Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).
C. Balance sheet provisions
I. Exception for extraordinary circumstances
Art. 5
1 The Federal Council is entitled where extraordinary economic circumstances so require to enact provisions that permit deviations from the requirements relating to balance sheets laid down in this Act. Any resolution of the Federal Council to this effect must be published.2 If a Federal Council decree of this nature applies to the preparation of a balance sheet, this must be stated on the balance sheet.
II. ...
Art. 6
Art. no longer relevant.
D. Conditions for liability of members
Art. 7
1 The rights of creditors existing when this Act comes into force are not adversely affected by changes to the provisions of this law relating to the conditions for liability of members.2 Cooperatives, whose members are personally liable for the obligations of the cooperative only by virtue of Article 689 of the previous Code of Obligations, remain subject to the provisions of the previous law for five years.3 During this period, resolutions on the full or partial exclusion of personal liability or an express finding of liability may be passed in the general meeting by an absolute majority of the votes cast. Article 889 paragraph 2 on departure does not apply.
AS 27 317
E. Business names
Art. 8
1 Business names in existence when this Act comes into force that do not comply with its provisions may continue to be used unchanged for a further two years.2 If any change is made before the expiry of this deadline, the change must comply with the current law.
F. Securities
I. Registered securities
Art. 9
Savings bank and deposit account books, and savings and deposit certificates issued before this Act comes into force as registered securities are subject to the provisions of Article 977 on the cancellation of debt instruments even if the borrower has not expressly reserved the right in the instrument not to make payment without sight of the debt instrument or and without cancellation.
II. Shares
1. Nominal value
Art. 10
Shares that were issued before this Act comes into force may:1. continue to have a nominal value of less than 100 francs;2. be reduced in nominal value to less than 100 francs in the event of a reduction in the basic capital within three years of this Act coming into force.
2. Bearer shares not fully paid up
Art. 11
1 Bearer shares and interim certificates issued before this Act comes into force are not subject to Articles 683 and 688 paragraphs 1 and 3.2 The legal relationship between the subscriber to and acquirer of these shares is governed by the previous law.
III. Bills of exchange and cheques
Art. 12
Bills of exchange and cheques issued before this Act comes into force are governed by the previous law in all transactions.
G. Community of creditors
Art. 13
The Ordinance of 20 February 1918 relating to the community of bond creditors and the provisions of the supplementary Federal Council Decrees continue to apply to the cases to which they applied previously.
[AS 34 231; 35 297; 36 623, 893] [AS 51 673, 53 454, 57 1514, 58 934, 62 1088, 63 1342]
H. ...
Art. 14
Repealed by No I No c of the Annex to the IPLA of 18 Dec. 1987, with effect from 1 Jan. 1989 (AS 1988 1776; BBl 1983 I 263).
J. Amendment of the Debt Collection and Bankruptcy
Art. 15
...
The amendments may be consulted under AS 53 185.
K. Relationship to the Banking Act
I. General reservation
Art. 16
The provisions of the Banking Act of 8 November 1934 are reserved.
SR 952.0
II. Amendment of individual provisions
Art. 17
...
The amendments may be consulted under AS 53 185.
L. Repeal of federal private law
Art. 18
On the entry into force of this Act, the federal private law provisions that are inconsistent herewith, and in particular, the Third Division of the Code of Obligations entitled "Commercial Enterprises, Securities and Business Names" (Federal Act of 14 June 1881 on the Code of Obligations, Art. 552–715 and 720–880) are repealed.
[AS 5 635, 11 490; BS 2 784 Art. 103 para. 1. BS 2 3 Final Title Art. 60 para. 2]
M. Commencement of this Act
Art. 19
1 This Act comes into force on 1 July 1937.2 Excepted from the foregoing is the Section on the community of bond creditors (Art. 1157–1182), the commencement date for which will be determined by the Federal Council.3 The Federal Council is responsible for the implementation of this Act.
This section was brought into force in the version contained in the Federal Act of 1 April 1949. For the original version of the text, see AS 53 185.