Federal Act on Private International Law (PILA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
I. Definitions
Art. 150
1 For the purposes of this Act, a company is any organised association of persons and any organised unit of assets. 2 Simple partnerships that have not provided themselves with an organisation are governed by the provisions of this Act relating to the law applicable to contracts (Art. 116 et seq.).
II. Jurisdiction
1. In general
Art. 151
1 In disputes concerning company law, the Swiss courts at the seat of the company have jurisdiction to hear actions against the company, its shareholders or members, or persons liable under company law. 2 Actions against shareholders or members or against persons liable under company law may also be brought before the Swiss courts at the domicile or, in the absence of a domicile, at the habitual residence of the defendant. 3 Disputes regarding liability arising out of the public issue of equity or debt securities may also be brought before the Swiss courts at the place of issue. This jurisdiction may not be excluded by a choice of forum. 4 ...
Para. 4 — Inserted by Annex 1 No II 18 of the Civil Procedure Code of 19 Dec. 2008 (AS 2010 1739; BBl 2006 7221). Repealed by No II 2 of the FA of 28 Sept. 2012, with effect from 1 May 2013 (AS 2013 1103; BBl 2011 6873).
2. Liability for a foreign company
Art. 152
The following courts have jurisdiction to hear actions against a person liable under Article 159 or against the foreign company for which such person is acting: a. the Swiss courts at the domicile or, in the absence of a domicile, at the habitual residence of the defendant; or b. the Swiss courts at the place where the company is administered in fact.
3. Protective measures
Art. 153
For measures intended to protect assets in Switzerland of a company with seat abroad, the Swiss judicial or administrative authorities at the place where the assets are located have jurisdiction.
III. Applicable law
1. In general
Art. 154
1 Companies are governed by the law of the state under which they are organised, provided they fulfil the publicity or registration requirements of that law or, where such requirements do not exist, if they have organised themselves pursuant to the law of that state. 2 A company which does not fulfil these requirements is governed by the law of the state in which it is administered in fact.
2. Scope of the applicable law
Art. 155
Subject to Articles 156 to 161, the law applicable to a company governs in particular: a. the legal nature of the company; b. its establishment and dissolution; c. its legal capacity and capacity to act; d. its name or business name; e. its organisation; f. the internal relationships, including the relationships between the company and its members; g. liability for violation of company law; h. liability for the debts of the company; i. the power of representation of the persons acting on behalf of the company according to its organisation.
IV. Special connecting factors
1. Claims arising from public issues of equity or
Art. 156
Claims regarding public issues of equity or debt securities based on prospectuses, circulars or similar publications may be based on either the law applicable to the company or the law of the state where the instruments were issued.
2. Protection of the name and business name
Art. 157
1 The protection of the name or business name of companies registered in the Swiss commercial register against infringements in Switzerland is governed by Swiss law. 2 The protection of the name or business name of a company which is not registered in the Swiss commercial register is governed by the law applicable to unfair competition (Art. 136) or the law applicable to infringements of personality rights (Art. 132, 133 and 139).
3. Restrictions of the power of representation
Art. 158
A company may not invoke restrictions of the power of representation of a body or a representative that are unknown in the law of the state where the other party has its establishment or habitual residence, unless the other party knew or should have known of these restrictions.
4. Liability for a foreign company
Art. 159
If the operations of a company established under a foreign law are managed in or from Switzerland, the liability of the persons acting on behalf of that company is governed by Swiss law.
V. Branches of foreign companies in Switzerland
Art. 160
1 A company which has its seat abroad may have a branch in Switzerland. The branch is governed by Swiss law. 2 The power of representation of the branch is governed by Swiss law. At least one of the persons authorised to represent the branch must be domiciled in Switzerland and registered in the Swiss commercial register. 3 The Federal Council adopts the implementing regulations concerning mandatory registration in the commercial register.
VI. Transfer, merger, demerger and transfer of ass
1. Transfer of a company from abroad to Switzerlan
a. In general
Amended by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
Art. 161
1 A foreign company may subject itself to Swiss law without being liquidated or re-established, provided this is allowed under the foreign law governing the company. The company must meet the requirements of its foreign law and must be able to adapt itself to one of the forms of organisation of Swiss law. 2 The Federal Council may authorise a company to subject itself to Swiss law even where the requirements of its foreign law are not met, particularly if significant Swiss interests are at stake.
b. Effective date
Amended by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
Art. 162
1 A company that is required under Swiss law to register in the commercial register is governed by Swiss law as soon as it proves that the centre of its business activities has been transferred to Switzerland and that it has adapted itself to one of the forms of organisation of Swiss law. 2 A company that is not required under Swiss law to register in the commercial register is governed by Swiss law as soon as its intent to be governed by Swiss law appears clearly, it has a sufficient connection with Switzerland, and it has adapted itself to one of the forms of organisation of Swiss law. 3 Before its registration in the commercial register, a company with a share capital must prove that its capital is covered in accordance with Swiss law by producing a report issued by a licensed audit expert within the meaning of the Auditor Oversight Act of 16 December 2005.
Para. 3 — SR 221.302 Para. 3 — Amended by Annex No 4 of the FA of 16 Dec. 2005 (LLC law and amendments to the Laws on Companies, Cooperatives, the Commercial Register and Commercial Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
2. Transfer of a company from Switzerland abroad
Art. 163
1 A Swiss company may subject itself to a foreign law without being liquidated or re-established, provided it meets the requirements of Swiss law and continues to exist under the foreign law. 2 The creditors must be invited to file their claims by public notification announcing the forthcoming change of the legal status of the company. Article 46 of the Mergers Act of 3 October 2003 applies by analogy. 3 The provisions relating to protective measures in the event of international conflicts within the meaning of Article 61 of the National Economic Supply Act of 8 October 1982 are reserved.
Art. 163 — Amended by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337). Para. 2 — SR 221.301 Para. 3 — [AS 1983 931; 1992 288 Annex No 24; 1995 1018, 1794; 1996 3371 Annex 2 No 1; 2001 1439; 2006 2197 Annex No 48; 2010 1881 Annex 1 No II 18; 2012 3655 No I 15. AS 2017 3097 Annex 2 No I]. Now: National Economic Supply Act of 17 June 2016 (SR 531).
3. Merger
a. Merger from abroad to Switzerland
Art. 163a
1 A Swiss company may acquire a foreign company (absorption by immigration) or form a new Swiss company with a foreign company (combination by immigration), provided the law governing the foreign company permits such a merger and all the requirements of that law are met. 2 All other aspects of the merger are governed by Swiss Law.
Art. 163a — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
b. Merger from Switzerland abroad
Art. 163b
1 A foreign company may acquire a Swiss company (absorption by emigration) or form a new foreign company with a Swiss company (combination by emigration), provided the Swiss company can prove that: a. all of its assets and liabilities will be transferred to the foreign company with the merger; and b. the equity and membership rights will be adequately maintained in the foreign company. 2 The Swiss company must comply with all provisions of Swiss law applicable to the transferring company. 3 The creditors must be invited to file their claims by public notification announcing the forthcoming merger. Article 46 of the Mergers Act of 3 October 2003 applies by analogy. 4 All other aspects of the merger are governed by the law applicable to the foreign acquiring company.
Art. 163b — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337). Para. 3 — SR 221.301
c. Merger agreement
Art. 163c
1 The merger agreement must comply with the mandatory company law provisions of the laws governing the companies involved, including the provisions concerning form. 2 All other aspects of the merger agreement are governed by the law chosen by the parties. In the absence of a choice of law, the merger agreement is governed by the law of the state with which the agreement has the closest connection. Such a connection is presumed to exist with the state whose law governs the acquiring company.
Art. 163c — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
4. Demerger and transfer of assets and liabilities
Art. 163d
1 The provisions of this Act relating to mergers of companies apply by analogy to demergers of companies and to transfers of assets and liabilities involving a Swiss company and a foreign company. Article 163b paragraph 3 does not apply to the transfer of assets and liabilities. 2 All other aspects of demergers and transfers of assets and liabilities are governed by the law applicable to the company being demerged or to the company transferring its assets and liabilities to another legal entity. 3 The law governing the company being demerged is presumed to apply to the division agreement under the conditions of Article 163c paragraph 2. The same applies, by analogy, to the transfer of assets and liabilities agreement.
Art. 163d — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
5. Common provisions
a. Deregistration from the commercial register
Art. 164
1 The registration of a company in the Swiss commercial register may be deleted only if a report drawn up by a licensed audit expert confirms that the claims of the creditors have either been secured or satisfied in accordance with Article 46 of the Mergers Act of 3 October 2003, or that the creditors have agreed to the cancellation of the registration. 2 If a foreign company acquires a Swiss company, or if it forms a new foreign company with a Swiss company, or if a Swiss company is demerged into foreign companies, the following additional requirements apply: a. it needs to be proven that the merger or demerger has become legally valid pursuant to the law applicable to the foreign company; and b. a licensed audit expert needs to confirm that the foreign company has granted the members of the Swiss company the equity or membership rights to which they are entitled, or that the company has made or secured compensatory payments in their favour.
Art. 164 — Amended by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337). Para. 1 — SR 221.301 Para. 1 — Amended by Annex No 4 of the FA of 16 Dec. 2005 (LLC law and amendments to the Laws on Companies, Cooperatives, the Commercial Register and Commercial Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Para. 2 let. b — Amended by Annex No 4 of the FA of 16 Dec. 2005 (LLC law and amendments to the Laws on Companies,
b. Place of debt enforcement and place of jurisdic
Art. 164a
1 If a foreign company acquires a Swiss company or forms a new foreign company with a Swiss company, or if a Swiss company is demerged into foreign companies, an action requesting the examination of the equity or membership rights pursuant to Article 105 of the Mergers Act of 3 October 2003 may also be brought before the courts at the Swiss seat of the transferring entity. 2 The place of debt enforcement and the place of jurisdiction in Switzerland remain valid for so long as the creditors and the shareholders have not been satisfied or their claims secured.
Art. 164a — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337). Para. 1 — SR 221.301
c. Transfer, merger, demerger and transfer of asse
Art. 164b
The submission of a foreign company to another foreign law as well as a merger, a demerger or a transfer of assets and liabilities between foreign companies are recognised in Switzerland, provided it is valid pursuant to the foreign laws concerned.
Art. 164b — Inserted by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
VII. Foreign decisions
Amended by Annex No 4 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).
Art. 165
1 Foreign decisions relating to claims concerning company law are recognised in Switzerland: a. if they were rendered or are recognised in the state of the seat of the company, provided the defendant was not domiciled in Switzerland; or b. if they were rendered in the state of the defendant’s domicile or habitual residence. 2 Foreign decisions relating to claims concerning public issues of equity or debt securities based on prospectuses, circulars or similar publications are recognised in Switzerland if they were rendered in the state in which the equity or debt securities were issued, provided the defendant was not domiciled in Switzerland.