B. Recognised financial reporting standards

Art. 962a

1 If financial statements are prepared in accordance with a recognised financial reporting standard, details of the standard must be given in the financial statements.

2 The chosen recognised standard must be applied in its entirely and for the financial statements as a whole.

3 Compliance with the recognised standard must be verified by a qualified audit specialist. An ordinary audit must be made of the financial statements.

4 Financial statements in accordance with a recognised standard must be submitted to the supreme management body when the annual accounts are submitted for approval, although they do not require approval.

5 The Federal Council shall specify the recognised standards. It may stipulate requirements that must be met when choosing a standard or when changing from one standard to another.


Division Four:756 The Commercial Register, Business Names and Commercial Accounting

Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777

Art. 963

1 Where a legal entity that is required to file financial reports controls one or more undertakings that are required to file financial reports, the entity must prepare consolidated annual accounts (consolidated accounts) in the annual report for all the undertakings controlled.

2 A legal entity controls another undertaking if it:

1.

 directly or indirectly holds a majority of votes in the highest management body;

2.

 directly or indirectly has the right to appoint or remove a majority of the members of the supreme management or administrative body; or

3.

 it is able to exercise a controlling influence based on the articles of association, the foundation deed, a contract or comparable instruments.

3 A recognised standard under Article 963_b_ may define the group of undertakings.

4 Associations, foundations and cooperatives may delegate the duty to prepare consolidated accounts to a controlled undertaking provided the controlled undertaking concerned brings all the other undertakings together under a single management by holding a voting majority or in any other way and proves that it actually exercises control.


B. Exemption from the duty to prepare accounts

Art. 963a

1 A legal entity is exempt from the duty to prepare consolidated accounts if it:

1.

 together with the controlled undertaking has not exceeded two of the following thresholds in two successive financial years:

a.

 a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs,

c.

250 full-time positions on annual average;

2.

 is controlled by an undertaking whose consolidated accounts have been prepared and audited in accordance with Swiss or equivalent foreign regulations; or

3.

 it has delegated the duty to prepare consolidated accounts to a controlled undertaking in accordance with Article 963 paragraph 4.

2 Consolidated accounts must nonetheless be prepared where:

1.

 this is necessary in order to make the most reliable assessment of the economic position;

 2.[793](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37747)

 company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require;

3.

 a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or

4.

 the foundation supervisory authority so requires.

3 If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 1the exchange rate on the balance sheet date shall be applied for the balance sheet total and theannual average exchange rate for the sales revenue.[794](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37790)

[793](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37747) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[794](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37790) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


C. Recognised financial reporting standards

Art. 963b

1 The consolidated accounts of the following undertakings must be prepared in accordance with a recognised financial reporting standard:

1.

 companies whose equity securities are listed on a stock market, if the stock market so requires;

2.

cooperatives with a minimum of 2000 members;

3.

 foundations that are required by law to have an ordinary audit.

2 Article 962_a_ paragraphs 1–3 and 5 apply _mutatis mutandis_.

3 The consolidated accounts of other undertakings are governed by recognised financial reporting principles. In the notes to the consolidated accounts, the undertaking shall specify the valuation principles. If it derogates from such rules, it shall give notice thereof in the notes to the accounts and provide the information required for assessing the asset, financing and earnings of the corporate group in a different form.

4 Consolidated accounts must nonetheless be prepared in accordance with a recognised financial reporting standard where:

1.

 company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require;

2.

 a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or

3.

 the foundation supervisory authority so requires.


Art. 964795

[795](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37857) Repealed by No I of the FA of 22 Dec. 1999, with effect from 1 June 2002 ([AS **2002** 949](eli/oc/2002/170/en);[BBl **1999** 5149](eli/fga/1999/1%5F5149%5F4753%5F4457/en)).


Section Six796: Transparency on Non-Financial Matters

Art. 964a

1 Undertakings shall prepare a report on non-financial matters each year if:

1.

 they are companies of public interest as defined in Article 2 letter c of the Auditor Oversight Act of 16 December 2005[797](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37912);

2.

 together with the Swiss or foreign undertakings that they control, they have at least 500 full-time equivalent positions on annual average in two successive financial years; and

3.

 together with the Swiss or foreign undertakings that they control, they exceed at least one of the following amounts in two successive financial years:

a.

a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs.

2 The foregoing requirement does not apply to undertakings that are controlled by another undertaking:

1.

to which paragraph 1 applies; or

2.

 that must prepare an equivalent report under foreign law.

[797](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37912) [SR **221.302**](eli/cc/2007/533/en)


Art. 964b

1 The report on non-financial matters shall cover environmental matters, in particular the CO2 goals, social issues, employee-related issues, respect for human rights and combating corruption. The report shall contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on these non-financial matters.

2 The report shall include in particular:

1.

a description of the business model;

2.

 a description of the policies adopted in relation to the matters referred to in paragraph 1, including the due diligence applied;

3.

 a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures;

4.

 a description of the main risks related to the matters referred to in paragraph 1 and how the undertaking is dealing with these risks; in particular it shall cover risks:

a.

 that arise from the undertaking's own business operations, and

b.

 provided this is relevant and proportionate, that arise from its business relationships, products or services;

5.

 the main performance indicators for the undertaking's activities in relation to the matters referred to in paragraph 1.

3 If the report is based on national, European or international regulations, such as the principles laid down by the Organisation for Economic Cooperation and Development (OECD) in particular, the regulations applied must be mentioned in the report. In applying such regulations, it must be ensured that all the requirements of this Article are met. If necessary, a supplementary report must be prepared.

4 If an undertaking has sole control or joint control with other company of one or more other Swiss or foreign undertakings, the report shall cover all these undertakings.

5 If the undertaking does not follow a policy with respect to one or more of the matters referred to in paragraph 1, it shall explain this clearly in the report, stating the reasons therefor.

6 The report shall be prepared in a national language or in English.


C. Approval, publication, keeping and retaining

Art. 964c

1 The report on non-financial matters requires the approval and signature of the supreme management or governing body and the approval of the governing body responsible for approving the annual accounts.

2 The supreme management or governing body shall ensure that the report:

1.

 is published online immediately following approval;

2.

 remains publicly accessible for at least ten years.

3 Article 958_f_ applies by analogy to keeping and retaining the reports.


Section Seven:798 Transparency in Raw Material Companies

Art. 964d

1 Companies that are required by law to undergo an ordinary audit and which and which are either themselves or through a company that they control involved in the extraction of minerals, oil or natural gas or in the harvesting of timber in primary forests must produce a report each year on the payments they have made to state bodies.[799](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38058)

2 If the company must draw up consolidated annual accounts, then it must produce a consolidated report on payments made to state bodies (group payments report); this replaces the reports from the individual companies.

3 If a company with registered office in Switzerland is included in the group payments report that it or another company with registered office abroad has produced in accordance with the Swiss or equivalent regulations, it need not produce a separate report on payments made to state bodies. It must however in the Annex to the annual accounts indicate the other company in whose report it has been included, and publish this report.

4 Extraction includes all activities carried out by the company in the areas of exploration, prospecting, discovery, development and extraction of minerals, oil and natural gas deposits and the harvesting of timber in primary forests.

5 State bodies are national, regional or local authorities in a third country together with the departments and businesses controlled by such authorities.

[799](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38058) The correction by the FA Drafting Committee of 21 Nov. 2022, published on 9 Feb. 2023, relates to the French text only ([AS 2023 62](https://www.fedlex.admin.ch/eli/oc/2023/62/de)).


Art. 964e

1 The payments made to state bodies may comprise payments in cash or kind. They include in particular the following forms of payment:

1.

payments for production rights;

2.

 taxes on production, the revenues or profits of companies, excluding value added or sales taxes and other taxes on consumption;

3.

user charges;

4.

 dividends, with the exception of dividends paid to a state body as a member of the company, provided these are paid to the state body under the same conditions as to the other company members;

5.

signing, discovery and production bonuses;

6.

 licence, rental and access fees or other considerations for permits or concessions;

7.

 payments for improvements to the infrastructure.

2 In the case of a payment in kind, the subject matter, value, method of valuation and if applicable the extent must be indicated.


Art. 964f

1 The report on payments made to state bodies shall only cover payments related to business operations in the mineral, petroleum or natural gas extraction industry or to the harvesting of timber in primary forests.

2 It covers any payments of 100,000 francs or more in any financial year made to state bodies, and includes both individual payments and payments made in two or more smaller sums that together amount to 100,000 francs or more.

3 The report must indicate the amount of the payments made in total and broken down by type of service to each state body and each project.

4 The report must be written in a national language or in English and be approved by the highest management or administrative body.


Art. 964g

1 The report on payments made to state bodies must be published online within six months of the end of the financial year.

2 It must remain publicly accessible for at least ten years.

3 The Federal Council may issue regulations on the structure of the data required in the report.


Art. 964h

Article 958_f_ applies to keeping and retaining the report on payments made to state bodies.


Art. 964i

The Federal Council may stipulate as part of an internationally coordinated procedure that that the obligations in Articles 964_a_–964_e_ shall also apply to companies trading in raw materials.


Section Eight:800 Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour

Art. 964j

1 Undertakings whose seat, head office or principal place of business is located in Switzerland must comply with obligations of due diligence in the supply chain and report thereon if:

1.

 they place in free circulation or process in Switzerland minerals containing tin, tantalum, tungsten or gold or metals from conflict-affected and high-risk areas; or

2.

 they offer products or services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour.

2 The Federal Council shall specify annual import quantities of minerals and metals below which an undertaking is exempt from the due diligence and reporting obligation.

3 It shall specify the requirements by which small and medium-sized undertakings and undertakings with low child labour risks are not obliged to verify whether there is a reasonable suspicion of child labour.

4 It shall specify the requirements by which undertakings are exempt from the due diligence and reporting obligations if they comply with equivalent internationally recognised regulations, such as the principles laid down by the OECD in particular.


Art. 964k

1 Undertakings shall maintain a management system and stipulate the following therein:

1.

 the supply chain policy for minerals and metals that potentially originate from conflict-affected and high-risk areas;

2.

 the supply chain policy for products or services in relation to which there is a reasonable suspicion of child labour;

3.

 a system by which the supply chain can be traced.

2 They shall identify and assess the risks of harmful impacts in their supply chain. They shall draw up a risk management plan and take measures to minimise the risks identified.

3 They shall have their compliance with the due diligence obligations in relation to the minerals and metals audited by an independent specialist.

4 The Federal Council shall issue the detailed regulations; it shall base them on internationally recognised regulations, such as the OECD principles in particular.


Art. 964l

1 The supreme management or governing body shall prepare a report each year on compliance with the due diligence obligations.

2 The report shall be prepared in a national language or in English.

3 The supreme management or governing body shall ensure that the report:

1.

 is published online within six months of the end of the financial year;

2.

 remains publicly accessible for at least ten years.

4 Article 958_f_ applies by analogy to keeping and retaining the reports.

5 Undertakings that offer products and services from undertakings that have prepared a report are not themselves required to prepare a report for those products and services.


Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order

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.


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.


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.


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.


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.


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.


Art. 971

1 A negotiable security that has been lost may be cancelled by the court[802](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38411).

2 Cancellation may be requested by the beneficiary of the instrument at the time it was lost or its loss was discovered.

[802](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38411) Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)). This amendment has been made in the provisions specified in the AS.


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.


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 uncertificated securities803

I. Collective custody of negotiable securities

Art. 973a804

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.

[804](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38481) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).


Art. 973b805

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 973_a_ paragraph 2 _mutatis mutandis_.

[805](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38515) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).


Art. 973c807

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.[808](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38584)

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.

[807](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38564) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).

[808](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38584) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 973d809

H. Ledger-based securities

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 organised in accordance with its intended purpose. In particular, it must be ensured that the ledger operates in accordance with the registration agreement at all times.

[809](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38614) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 973e810

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 entitled to raise against the current creditor of the ledger-based security; or

3.

 are based on the direct relations between the obligor and a former creditor of the ledger-based security, if the current creditor intentionally acted to the detriment of the obligor when acquiring the ledger-based security

[810](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38668) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 973f811

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.

[811](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38713) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 973g812

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[813](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38790)).

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).

[812](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38755) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).

[813](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38790) [SR **210**](eli/cc/24/233%5F245%5F233/en)


Art. 973h814

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.

[814](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38808) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 973i815

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 973_d_ 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.

[815](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38837) 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](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


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.


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.


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.


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.


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.


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.


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.


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 ...[817](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e39000)

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.

[817](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39000) Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 ([AS **2000** 2355](eli/oc/2000/374/en);[BBl **1999** III 2829](eli/fga/1999/1%5F2829%5F2591%5F2427/en)).


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.


Art. 984

1 The call for presentation of the security must be published in the Swiss Official Gazette of Commerce.[818](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e39055)

2 In special cases, the court may adopt other means of publicising the call for presentation.

[818](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39055) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


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.


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.


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.


Art. 989819

The special provisions governing mortgage certificates made out to the bearer are reserved.

[819](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39136) 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](eli/oc/2011/666/en);[BBl **2007** 5283](eli/fga/2007/756/en)).


A. Capacity to incur Liability as a party to a Bill

Art. 990

A person with capacity to enter into contracts has capacity to incur liability as a party to a bill of exchange.


I. Drawing and Formal Requirements of Bills of Exchange

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.


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.


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.


Art. 994

A bill of exchange may be domiciled with a third party, at the drawee’s domicile or at another place.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.[820](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e39753)

[820](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39753) Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since 1 May 2004 ([AS **2004** 1985](eli/oc/2004/221/en);[BBl **2002** 6097](eli/fga/2002/997/en)).


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.


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.


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 meant is that of the bill domicile.


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 Non‑Payment

Art. 1033821

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.

[821](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39836) This Art. consists of a single paragraph in the French and Italian texts.


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 bill of exchange or not, or compulsory execution has been levied on his assets without success, the holder may have recourse only once the bill has been presented to the drawee for payment and protest has been made.

6 Where the assets of the drawee, regardless of whether he has accepted the bill of exchange or not, or the assets of the drawer of a bill of exchange whose presentation for acceptance is prohibited are subject to insolvency proceedings, presentation of the court order commencing such proceedings is sufficient to exercise the right of recourse.


Art. 1035

Such protest must be made by a specially authorised notary or official body.


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.


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.


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.


Art. 1039

Where performance of a bill obligation is required of several liable parties, only one instrument is required for the protests involved.


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.


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.


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 any form, including the mere return of the bill of exchange.

5 Persons under a duty to notify must show that they complied with it within the prescribed time limit. The time limit is deemed observed where a letter containing such notification was posted within the time limit.

6 A person who fails to notify in good time does not forfeit his right of recourse; he is liable for any losses arising from his failure to notify, but only up to the bill amount.


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 any protest made in spite of it.


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.


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.


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 receipt

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.


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.


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.


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.


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 preceding endorser of the force majeure event; such notification may be made even before expiry of the time limit for presentation. In the case of after-sight bills, the thirty-day time limit is extended by the fixed period after sight indicated on the bill of exchange.

6 Facts pertaining purely to the person of the holder or a person charged with the task of presenting the bill of exchange or making protest do not count as force majeure events.


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.


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.


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.


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.


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 right of recourse

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.


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.


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.


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 receipt

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 payments for honour

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 Bills of Exchange

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.


Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order

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.


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.


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.


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.


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.


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.


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.


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.


Art. 1072

1 A person who has lost a bill of exchange may request the court to prohibit the drawee from paying the bill.[822](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e40517)

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.

[822](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e40517) Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 ([AS **2000** 2355](eli/oc/2000/374/en);[BBl **1999** III 2829](eli/fga/1999/1%5F2829%5F2591%5F2427/en)).


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.


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.


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.


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.


Art. 1077

1 The call for presentation of the bill of exchange must be published in the Swiss Official Gazette of Commerce.[823](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e40598)

2 In special cases the court may adopt other appropriate means for publicising the call for presentation.

[823](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e40598) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


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.


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.


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.


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[824](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e40679), the time limit is extended to include the next working day. Holidays falling within the time limit are included when computing it.

[824](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e40679) 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**](eli/cc/1963/819%5F815%5F843/en)).


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.


Art. 1083

Days of respite, whether statutory or by court order, are not recognised.


2. Place for actions in connection with bills of exchange

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.


1. Capacity to incur liability as a party to a bill

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 exchange

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 bills of exchange

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.


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

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.


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.


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.


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.


Art. 1094

The law of the place of issue determines whether the holder of a bill of exchange acquires the underlying claim.


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.


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;

7.

 the date on which and place at which the note is made;

8.

the maker’s signature.


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.


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 persons lacking power of representation or exceeding such power (Art. 998), and blank bills (Art. 1000).

3 Likewise, promissory notes are subject to the provisions governing bills of exchange in relation to bill guarantees (Art. 1020–1022); in the case of Article 1021 paragraph 4, where the declaration does not indicate the party for whom it is made, the bill guarantee is deemed given for the maker of the promissory note.


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.


I. Issue and Formal Requirements of Cheques

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;

8.

the drawer’s signature.


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.


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.


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.


Art. 1104

The cheque may not be accepted. An acceptance comment appended to the cheque is deemed unwritten.


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.


Art. 1106

An interest comment appended to the cheque is deemed unwritten.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


Art. 1118

Delivery of the cheque to a clearing house recognised by the Swiss National Bank is equivalent to presentation for payment.[825](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41229)

[825](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41229) Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since 1 May 2004 ([AS **2004** 1985](eli/oc/2004/221/en);[BBl **2002** 6097](eli/fga/2002/997/en)).


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.


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.


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.