Art. 652352

1 The shares are subscribed in a special document (subscription form) in accordance with the provisions governing the foundation of the company.

2 The subscription form must make reference to the resolution of the general meeting concerning the share capital increase and the related resolution of the board of directors. Where the law requires a prospectus, the subscription form also refers to this.[353](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19871)

3 …[354](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19894)

[352](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19848) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[353](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19871) 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)).

[354](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19894) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl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)).


Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

I. Increase and reduction in the share capital

Art. 652a355

[355](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19918) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 ([AS **2019** 4417](eli/oc/2019/758/en);[BBl **2015** 8901](eli/fga/2015/2141/en)).


3. Subscription right and issue price356

Art. 652b357

1 Every shareholder is entitled to the proportion of the newly issued shares that corresponds to their existing participation.

2 A resolution by the general meeting to increase the share capital may restrict or cancel this subscription right only for good cause. In particular, the takeover of companies, parts of companies or equity interests and employee share ownership are deemed to be good cause.[358](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20001)

3 Where the company has granted a shareholder the right to subscribe to shares, it may not bar them from exercising such a right on the basis of a restriction on the transferability of registered shares laid down in the articles of association.

4 No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the fixing of the issue price.[359](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20027)

[357](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19975) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[358](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20001) 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)).

[359](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20027) Inserted 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. 652c361

Unless the law provides otherwise, capital contributions must be made in accordance with the provisions governing the foundation of the company.

[361](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20074) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 652d363

1 The share capital may also be increased through conversion of freely disposable equity capital.

2 The equity capital used to meet the amount of the increase is shown:

1.

 in the annual accounts as approved by the general meeting and audited by a licensed auditor; or

2.

 in an interim account audited by a licensed auditor, provided the balance sheet date at the time of the resolution of the general meeting is more than six months in the past.[364](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20155)

3 The articles of association must indicate that the capital increase was made by converting freely disposable equity capital.[365](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20178)

[363](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20121) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[364](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20155) 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)).

[365](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20178) Inserted 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. 652e367

The board of directors shall draw up a written report in which it gives account of:

 1.[368](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20249)

 the nature and condition of contributions in kind and the appropriateness of their valuation;

2.

 the existence of debts and whether such debts may be set off;

3.

 the free disposability of the equity capital thus converted;

4.

 compliance with the resolution of the general meeting, in particular concerning restrictions on or cancellation of subscription rights and the allocation of subscription rights that have not been exercised or have been withdrawn;

5.

 the reasons for and appropriateness of special privileges accorded to specific shareholders or other persons.

[367](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20226) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[368](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20249) 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. 652f370

1 A licensed auditor shall verify the capital increase report and confirm in writing that it is complete and accurate.[371](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20330)

2 No such audit confirmation is required where the capital contribution for the new share capital is made in money, the share capital increase is not for the purpose of funding an acquisition in kind and subscription rights are not restricted or cancelled.

[370](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20310) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[371](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20330) Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


8. Amendment of articles of association and statements from the board of directors

Art. 652g372

1 Once the capital increase report and, where required, the audit confirmation are available, the board of directors shall amend the articles of association and declare that:

1.

 all shares are validly subscribed for;

2.

 the promised capital contributions correspond to the full issue price;

3.

 the requirements prescribed by law, the articles of association and the resolution of the general meeting for making the contributions are met at the time of the declarations;

4.

 there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents;

5.

 it has received the documents on which the capital increase is based.

2 The resolution on the amendment of the articles of association and declarations must be done as public deeds. The notary must name each of the documents supporting the capital increase individually and confirm that the documents were presented to them. The supporting documents must be attached to the public deed.

[372](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20360) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


9. Nullity of shares issued before registration

Art. 652h373

Shares issued prior to entering the capital increase in the commercial register are void; the obligations arising from the share subscription remain effective.

[373](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20427) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. 653374

1 The general meeting resolve to create contingent capital by granting shareholders, creditors of bonds or similar debt instruments, employees, members of the board of directors of the company or another company in the group or third parties the right to subscribe for new shares (conversion and option rights).

2 The share capital automatically increases whenever and to the extent that such conversion or option rights are exercised and the contribution obligations are discharged by payment or offsetting.

3 The provisions on increasing the share capital from contingent capital also apply _mutatis mutandis_ in the event that conversion and acquisition requirements are imposed.

4 The foregoing paragraphs are subject to the regulations of the Banking Act of 8 November 1934[375](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20511) on reserve capital.

[374](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20469) 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)).

[375](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20511) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)


Art. 653a376

1 The nominal amount by which the share capital may be increased in this contingent manner must not exceed one-half of the share capital specified in the commercial register.[377](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20548)

2 The capital contribution must be at least equal to the nominal value.

[376](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20528) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[377](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20548) 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. 653b378

1 The articles of association must stipulate:

 1.[379](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20601)

 the nominal value of the contingent capital;

2.

 the number, nominal value and type of shares;

3.

 the beneficiaries of conversion or option rights;

 4.[380](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20632)

 any restriction or cancellation of the subscription right of existing shareholders, provided they are not allocated the option rights;

5.

 preferential rights attached to specific classes of shares;

6.

 the restrictions on the transferability of newly registered shares;

 7.[381](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20663)

 the procedure for exercising the conversion or option rights and for waiving these rights.

2 Where the bonds or similar debt instruments to which the conversion or option rights attach are not offered first to the shareholders for subscription, the articles of association must also stipulate:

1.

 the conditions on which the conversion or option rights may be exercised;

2.

 the basis on which the issue amount is to be calculated.

3 Conversion or option rights granted before the provision of the articles of association concerning the contingent capital has been entered in the commercial register are void.[382](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20700)

[378](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20577) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[379](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20601) 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)).

[380](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20632) 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)).

[381](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20663) Inserted 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)).

[382](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20700) 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. 653c383

1 If the shareholders are granted option rights in connection with contingent capital, the rules on the subscription right in the case of an ordinary capital increase apply _mutatis mutandis_.

2 If bonds or similar debt instruments to which conversion or option rights attach are issued in connection with contingent capital, they must be offered first to the shareholders for subscription in proportion to the shareholders’ existing participations.

3 This priority subscription right may be restricted or cancelled if:

1.

there is good cause; or

2.

 the shares listed on a stock exchange and the bonds or similar debt instruments are issued subject to appropriate conditions.

4 No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the priority subscription right.

[383](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20726) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


5. Protection of beneficiaries of conversion or option rights

Art. 653d384

1 Persons who have a conversion or option right may not be barred from exercising that right on account of restrictions on the transferability of registered shares, unless this possibility is reserved in the articles of association and the prospectus.[385](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20811)

2 Conversion or option rights may be adversely affected by a share capital increase, by the issue of new conversion or option rights, or in some other manner only if the conversion price is lowered or the beneficiaries are granted some other form of adequate compensation or if the shareholders suffer the same adverse effect.

[384](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20791) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[385](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20811) 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)).


a. Exercise of rights; capital contribution

Art. 653e386

1 The declaration on the exercise of the conversion or option rights shall refer to the provision of the articles of association concerning the contingent capital; where the law requires a prospectus, the declaration must refer to it.[387](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20862)

2 Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934[388](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20885) for the exclusive use of the company.[389](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e20894)

3 The shareholder’s rights are established when the capital contribution is made.

[386](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20842) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[387](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20862) 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)).

[388](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20885) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)

[389](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20894) 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. 653f390

1 At the end of each financial year, a licensed audit expert shall verify whether the issue of the new shares was in conformity with the law, the articles of association and, if applicable, the prospectus. The external auditor shall confirm this in writing.

2 The board of directors may order the audit to be conducted earlier.

[390](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20923) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. Amendment of the articles of association and statements of the board of directors

Art. 653g391

1 On receipt of the audit confirmation, the board of directors shall amend the articles of association and declare:

1.

 the number, nominal value and type of the newly issued shares;

2.

 if applicable the preferential rights that pertain to individual classes of shares;

3.

 the status of the share capital and of the contingent capital as at the end of the financial year or the date of the audit;

4.

 that it has received the documents on which the capital increase is based.

2 If the articles of association specify a capital band, the board of directors shall in amending the articles of association adjust the upper and lower limits of the capital band according to the extent of the capital increase, unless the capital is being increased on the basis of authorisation granted to the board of directors to increase the capital with contingent capital.

3 The resolution on any amendment of the articles of association and the declarations must be done in a public deed. The notary must name the foundation documents individually and confirm that they have been laid before him or her. The supporting documents shall be attached to the public deed.

[391](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e20968) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. 653h392

[392](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21029) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 653i393

1 The board of directors may repeal or amend the relevant provision of the articles of association on the contingent capital if:

1.

 the conversion or option rights have expired;

2.

 no conversion or option rights were granted; or

3.

 all or some of those entitled have decided not to exercise the conversion or option rights granted to them.

2 The articles of association may only be amended if a licensed audit expert has confirmed the circumstances in writing.

[393](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21068) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. 653j394

1 The general meeting may pass a resolution on reducing the share capital. The board of directors shall prepare for and carry out the reduction.

2 The capital may be reduced by reducing the nominal value or by cancelling shares.

3 The share capital may only be reduced below 100,000 francs provided it is at the same time increased again at least to this amount. If the share capital is in a foreign currency, it must be replaced by capital with a value equivalent to at least 100,000 francs.

4 An application to register the reduction of the share capital must be filed with the commercial register office within six months of the resolution of the general meeting, otherwise the resolution becomes invalid.

[394](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21127) Inserted 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. 653k395

1 If the share capital is reduced, the board of directors shall notify the creditors that they may request security by registering their claims. The notice must be published in the Swiss Official Gazette of Commerce.Applications to register claims must be made in writing, specifying the amount of and legal grounds for the claim.

2 The company must secure the creditors’ claimsto the extent that the previous cover has been reduced by the capital reduction, provided the creditors request it to do so within 30 days of publication in the Swiss Official Gazette of Commerce.

3 The obligation to secure claims lapses if the company meets the claim or proves that there is no risk that the claim will not be met as a result of reducing the share capital. Ifthe audit confirmation is available, it may be presumed that there is no risk that the claim will not be met.

[395](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21167) Inserted 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. 653l396

If the balance sheet date is more than six months in the past at the time the general meeting passes a resolution to reduce the share capital, the company must prepare an interim account.

[396](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21211) Inserted 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. 653m397

1 Based on the account and the result of the call on creditors, a licensed audit expert must confirm in writing that the creditors’ claims will be fully covered even if the share capital is reduced.

2 If the audit confirmation is already available at the time that the general meeting passes the resolution, the board of directors shall give notice of the result. The licensed audit expert must be present at the general meeting unless the meeting has dispensed with such presence by unanimous resolution.

[397](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21241) Inserted 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. 653n398

The resolution of the general meeting on reducing the share capital must be done as a public deed and contain the following information:

1.

 the nominal value or if applicable the maximum nominal value by which the share capital will be reduced;

2.

 the method for carrying out the capital reduction, in particular whether the reduction is made by reducing the nominal value or by cancelling shares;

3.

 the way in which the reduced amount is to be used.

[398](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21275) Inserted 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)).


f. Amendment of the articles of association and declarations of the board of directors; Entry in the commercial register

Art. 653o399

1 If all the requirements for reducing the share capital are met, the board of directors shall amend the articles of association and declare that the requirements under the law, the articles of association and the general meeting resolution are met at the time of the declarations and that it has received the supporting documents on which the capital reduction is based.

2 The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed. The notary must specify the supporting documents on which the capital reduction is based, and confirm that the documents were presented to him or her. The supporting documents must be attached to the public deed.

3 Funds released by capital reduction may only be paid out to shareholders after the capital reduction has been entered in the commercial register.

[399](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21315) Inserted 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)).


2. Capital reduction in the event of negative net worth

Art. 653p400

1 If the share capital is reduced in order to partly or fully correct a situation of negative net worth caused by losses and if a licensed audit expert confirms to the general meeting that the amount of the capital reduction does not exceed the amount of the negative net worth, the provisions relating to an ordinary capital reductionon securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply.

2 The resolution of the general meeting shall contain the information specified in Article 653_n_. It shall make reference to the result of the audit report and amend the articles of association.

[400](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21352) Inserted 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)).


3. Simultaneous reduction and increase in share capital

Art. 653q401

1 If the share capital reduced and at the same time increased to at least the previous amount and if the amount of the contribution paid is not reduced, the provisions relating to an ordinary capital reductionon securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply.

2 However, the provisions relating to an ordinary capital increase apply _mutatis mutandis_.

3 The board of directors need not amend the articles of association, provided the number and the nominal value of the shares and the amount of the contributions made thereon remain unchanged.

[401](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21394) Inserted 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. 653r402

1 If the share capital is reduced to zero for the purpose of restructuring and then increased again, the current membership rights of the shareholders lapse at the time of the reduction. Issued shares must be cancelled.

2 When the share capital is increased again, the former shareholders have subscription rights that may not be withdrawn from them.

[402](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21436) Inserted 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. 653s403

1 The articles of association may authorise the board of directors to vary the share capital within a bandwidth (capital band) for a period not exceeding five years. They shall specify the limits within which the board of directors may increase and reduce the share capital.

2 The upper limit of the capital band may not exceed the share capital specified in the commercial register by more than half. The lower limit of the capital band may not be less than half of the share capital specified in the commercial register.

3 The articles of association may restrict the powers of the board of directors. They may in particular provide that the board of directors may only increase or only reduce the share capital.

4 The articles of association may only authorise the board of directors to reduce the share capital if the company has not dispensed with a limited audit of the annual accounts.

[403](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21472) Inserted 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)).


2. Principles in the articles of association

Art. 653t404

1 If a capital band is introduced, the articles of association must specify the following:

1.

 the lower and the upper limit of the capital band;

2.

 the date on which the board of directors’ authority to alter the share capital ends;

3.

 restrictions on and conditions and requirements for authorisation;

4.

 thenumber, nominal value and type of shares and the preferential rights of individual classes of shares or participation certificates;

5.

 the nature and value of special privileges and the names of the beneficiaries;

6.

 restrictions on the transferability of newly registered shares;

7.

 any restriction or cancellation of the subscription right or the good cause for which the board of directors may restrict or cancel the subscription right, and the allocation of subscription rights that have not been exercised or have been withdrawn;

8.

 the requirements for exercising contractually acquired subscription rights;

9.

 the authorisation of the board of directors to increase the capital with contingent capital and the information specified in Article 653_b_;

10.

the authorisation of the board of directors to create participation capital.

2 On expiry of its authorisation, the board of directors shall cancel the provisions governing the capital band in the articles of association.

[404](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21513) Inserted 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)).


3. Increasing and reducing the share capital within the capital band

Art. 653u405

1 The board of directors may, within the limits of its authority, increase and reduce the share capital.

2 If the board of directors decides to increase or reduce the share capital, it shall issue the required provisions, unless they are contained in the general meeting’s resolution on authorisation.

3 In the case of a reduction of the share capital within the capital band, the provisions on securing claims, the interim account and the audit confirmation in the case of an ordinary capital reduction apply _mutatis mutandis_.

4 Following any increase or reduction in the share capital, the board of directors shall make the required declarations and shall amend the articles of association accordingly. The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed.

5 Otherwise, the rules on an ordinary capital increase, a capital increase from contingent capital and a capital reduction apply _mutatis mutandis_.

[405](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21594) Inserted 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)).


4. Increase or reduction of the share capital by the general meeting

Art. 653v406

1 If the general meeting resolves to increase or reduce the share capital or to change the currency of the share capital during the term of theboard of directors’ authorisation, the resolution on the capital band shall lapse. The articles of association must be amended accordingly.

2 If the general meeting resolves to introduce contingent capital, the upper and lower limits of the capital band shall increase to the extent of the increase in the share capital. The general meeting may instead subsequently resolve to authorise the board of directors to increase the capital with conditional capital within the limits of the existing capital range.

[406](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21646) Inserted 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. 654

1 Pursuant to or by amendment of the articles of association, the general meeting may resolve that preference shares be issued or that existing shares be converted into preference shares.

2 Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association.

3 The same applies to any proposal to vary or cancel preferential rights attached to the preference shares that were conferred pursuant to the articles of association.


Art. 655408

[408](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21728) Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 656

1 Preference shares enjoy the preferential rights vis-à-vis ordinary shares that are expressly conferred on them by the original articles of association or by amendment thereof. In other respects, they are of equal status with the ordinary shares.

2 In particular, preferential rights may relate to the dividend, with or without rights to cumulative dividends, to the share in the proceeds of liquidation and to subscription rights in the event that new shares are issued.


I. Definition; applicable regulations410

Art. 656a411

1 The articles of association may provide for participation capital divided into specific amounts (participation certificates). These participation certificates must be in the same currency as the share capital. They are issued against a capital contribution, have a nominal value and do not confer the right to vote.[412](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21825)

2 Unless otherwise provided by law, the provisions governing share capital, shares and shareholders also apply to the participation capital, participation certificates and participation certificate holders.

3 The participation certificates must be designated as such.

4 Participation capital may be created:

1.

on foundation;

2.

by an ordinary capital increase;

3.

 by a capital increase from contingent capital;

4.

 within a capital band.[413](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21868)

5 The conversion of shares into participation certificates requires the consent of all the shareholders concerned.[414](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21891)

[411](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21805) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[412](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21825) 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)).

[413](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21868) Inserted 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)).

[414](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21891) Inserted 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. 656b415

1 The part of the participation capital composed of participation certificates that are listed on a stock exchange may not exceed ten times the share capital specified in the commercial register. The remaining part of the participation capital must not exceed an amount equal to double the share capital specified in the commercial register.

2 The provisions governing minimum capital do not apply.

3 The participation capital must be added to the share capital when:

1.

forming the statutory retained earnings;

2.

 using the statutory capital reserves and retained earnings;

3.

 assessing whether there is a situation of negative net worth or loss of capital;

4.

 restricting the extent of an increase in capital from contingent capital;

5.

 determining the lower and upper limits of a capital band.

4 The thresholds must be calculated separately for shareholders and participation certificate holders when:

1.

 instigating a special investigationin the event that a related motion is rejected by the general meeting;

2.

dissolving the company by court judgment;

3.

 giving notice of the beneficial owner in accordance with Article 697_j_.

5 They shall be calculated:

1.

 based on the shares issued for the acquisition of the company’s own shares;

2.

 based on the participation certificates issued for the acquisition of the company’s own participation certificates.

6 They shall be calculated based solely on the share capital:

1.

 for the right to convene the general meeting;

2.

 for the right to table agenda items and motions.

[415](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21917) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


III. Legal status of the participation certificate holders

Art. 656c416

1 Participation certificate holders have no right to vote and, unless otherwise provided by the articles of association, none of the rights associated therewith.

2 Rights associated with the right to vote are the right to convene a general meeting, the right to attend such a meeting, the right to information, the right of inspection and the right to table agenda items and motions.[417](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e22052)

3 Subject to the same requirements as the shareholder, the participation certificate holder has the right to instigate a special investigation. If the articles of association do not provide for any more far-reaching rights, the participation certificate holder may submit a written request for information, access to documents or the instigation of a special investigation to the general meeting.[418](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e22075)

[416](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22029) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[417](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22052) 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)).

[418](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22075) 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)).


Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

2. Notice of and information on resolutions of general meetings419

Art. 656d420

1 Whenever a general meeting is convened, notice must be given to participation certificate holders together with the agenda items and the motions tabled.

2 Any participation certificate holder may request access to the minutes within the 30 days following the general meeting.[421](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e22148)

[420](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22122) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[421](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22148) 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)).


3. Representation on the board of directors

Art. 656e422

The articles of association may grant participation certificate holders the right to have a representative on the board of directors.

[422](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22175) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 656f 423

1 The articles of association must not place participation certificate holders at a disadvantage as against shareholders in respect of the distribution of the disposable profit and the proceeds of liquidation and subscription to new shares.

2 Where several classes of shares exist, the participation certificates must be treated as at least equivalent to the lowest ranking class of shares.

3 Amendments to the articles of association and other resolutions of the general meeting that adversely affect the position of participation certificate holders are permitted only if they also adversely affect the position of the shareholders to whom the participation certificate holders are equal in status to the same degree.

4 Unless otherwise provided by the articles of association, the preferential rights of participation certificate holders and their rights to participate in the company’s governance as laid down by the articles of association may be restricted or cancelled only with the consent of a special meeting of the participation certificate holders concerned and of the general meeting of all shareholders.

[423](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22202) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 656g424

1 Where participation capital is created, the shareholders have a subscription right as for the issue of new shares.

2 The articles of association may provide that shareholders may subscribe only to shares and participation certificate holders only to participation certificates where the share capital and the participation capital are to be increased simultaneously in the same proportions.

3 Where only the participation capital or only the share capital is to be increased or one is to be increased by a greater proportion, the subscription rights must be allocated so that shareholders and participation certificate holders may retain their relative participations in the overall capital.

[424](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22237) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 657426

1 The articles of association may provide for the creation of dividend rights certificates in favour of persons linked with the company by previous capital participation or by virtue of being shareholders, creditors, employees or similar. The articles of association must indicate the number of dividend rights certificates issued and the nature of the associated rights.

2 Such dividend rights certificates entitle their holders only to a share in the disposable profit or the proceeds of liquidation or to subscribe to new shares.

3 The dividend rights certificate must not have a nominal value; it must not be called a participation certificate or issued in exchange for a capital contribution stated as an asset in the balance sheet.

4 By operation of law, the beneficiaries under dividend rights certificates form a community to which the provisions governing the community of bond creditors apply mutatis mutandis. However, a decision to waive some or all rights under dividend rights certificates is binding only if taken by the holders of a majority of all such certificates in circulation.

5 Dividend rights certificates may be created in favour of the company’s founder members only by means of the original articles of association.

[426](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22290) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 658427

[427](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22325) Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


I. Requirements for and restrictions on acquisition

Art. 659428

1 The company may acquire its own shares only where freely disposable equity capital is available at its acquisition value.

2 The acquisition by a company of its own shares is limited to 10 per cent of the share capital specified in the commercial register.

3 If the acquisition is connected with a restriction on transferability or an action for dissolution, the foregoing upper limit is 20 per cent. The shares that exceed the threshold of 10 per cent must be sold or cancelled by means of a capital reduction within two years.

[428](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22349) 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. 659a429

1 If a company acquires its own shares, the right to vote and the rights associated therewith for these shares shall be suspended.

2 The right to vote on the company’s own shares and the rights associated therewith shall also be suspended if the company transfers its own shares and it is agreed to take back or return the shares concerned.

3 If the right to vote is exercised, even though it is suspended, the provisions governing unauthorised participation in the general meeting (Art. 691) apply.

4 The company must indicate an amount equivalent to the cost of acquiring its own shares on its balance sheet as negative items in the equity capital (Art. 959_a_ para. 2 no 3 let. e).

[429](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22386) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. 659b430

1 If a company controls one or more undertakings (Art. 963), any acquisition of its shares by such an undertaking is subject to the same restrictions and has the same consequences as the acquisition of its own shares_mutatis mutandis_.

2 The controlling company must show a separate amount equivalent to the acquisition value of these shares for the shares in accordance with paragraph 1 as statutory retained earnings.

**Section Two: Rights and Obligations of Shareholders**

[430](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22439) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


A. Entitlement to a share of the profits and proceeds of liquidation

Art. 660431

1 Every shareholder is entitled to a pro rata share of the disposable profit to the extent that the distribution of such profit among the shareholders is provided for by law or the articles of association.

2 On dissolution of the company, the shareholder is entitled to a pro rata share of the liquidation proceeds, unless otherwise provided by those articles of association that relate to the allocation of the assets of the dissolved company.

3 The preferential rights attaching to specific classes of shares stipulated in the articles of association are reserved.

[431](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22489) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 661

Unless the articles of association provide otherwise, the share of the profits and the proceeds of liquidation are calculated in proportion to the amounts paid up on the share capital.


Art. 662432

[432](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22527) Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 662a433

[433](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22548) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 663434

[434](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22578) Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 663a and 663b 435

[435](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22603) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 663bbis436

[436](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22635) Inserted by No I of the FA of 7 Oct. 2005 (Transparency in relation to remuneration of members of the board of directors and the executive board) ([AS **2006** 2629](eli/oc/2006/401/en);[BBl **2004** 4471](eli/fga/2004/731/en)). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 663c437

[437](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22672) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 663d–663h438

[438](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22711) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 664 and 665439

[439](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22743) Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 665a440

[440](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22764) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 666 and 667441

[441](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22797) Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 668442

[442](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22817) Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 669443

[443](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22837) Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 670444

[444](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22857) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 671445

1 The following shall be assigned to the statutory capital reserve:

1.

 any share issue proceeds in excess of the nominal value and the issue costs;

2.

 the amounts paid up on forfeited shares (Art. 681 para. 2) that have been retained, unless there is a shortfall on the shares newly issued in return;

3.

 other contributions and advances made by holders of equity securities.

2 The statutory capital reserve may be repaid to the shareholders if the statutory capital reserves and retained earnings, under deduction of any losses, exceed one half of the share capital specified in the commercial register.

3 Companies whose primary purpose is to hold equity participations in other companies (holding companies) may repay the statutory capital reserve to the shareholders if the statutory capital reserves and retained earnings exceed 20 per cent of the share capital specified in the commercial register.

4 The statutory retained earnings for the company’s own shares in the group (Art. 659_b_) and the statutory retained earnings from revaluations (Art. 725_c_) shall not be taken into consideration when calculating the limits in paragraphs 2 and 3.

[445](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22886) 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. 671a and 671b446

[446](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22944) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 672447

1 5 per cent of the annual profit shall be assigned to the statutory retained earnings. If there is a loss carried forward, it must be cleared before the profit is assigned to the reserve.

2 The statutory retained earnings shall be increased until, when taken together with the statutory capital reserve, they reach one half of the share capital specified in the commercial register. Holding companies must increase the statutory retained earnings until, when taken with the statutory capital reserve, they reach 20 per cent of the share capital specified in the commercial register.

3 Article 671 paragraphs 2, 3 and 4 applies_mutatis mutandis_ to calculating and using the statutory retained earnings.

[447](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22982) 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. 673448

1 The general meeting may provide for the formation of voluntary retained earnings in the articles of association or by resolution.

2 Voluntary retained earnings may only be formed if justified in order to ensure the long-term prosperity of the undertaking, taking account of the interests of all the shareholders.

3 The general meeting may pass a resolution on using voluntary retained earnings, subject to the rules on offsetting losses.

[448](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23020) 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. 674449

1 Losses must be offset in the following order against:

1.

the profit carried forward;

2.

the voluntary retained earnings;

3.

the statutory retained earnings;

4.

the statutory capital reserve.

2 Instead of being offset against the statutory retained earnings or the statutory capital reserve, remaining losses may also be carried forward in part or in their entirety to the next annual accounts.

[449](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23056) 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)).


D. Dividends, interest before commencement of operations and shares of profits paid to board members

Art. 675

1 No interest may be paid on the share capital.

2 Dividends may be paid only from the disposable profit and from reserves formed for this purpose.[450](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23115)

3 Dividends may only be fixed after the assignments have been made to the statutory retained earnings and the voluntary retained earnings.[451](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23133)

[450](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23115) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[451](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23133) Inserted 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. 675a452

1 The general meeting may resolve to pay an interim dividendbased on an interim account.

2 The external auditor must review the interim account before the general meeting passes the resolution. No audit is required if the company is not required to have its annual accounts reviewed by an external auditor in a limited audit. The audit may be dispensed with if all the shareholders agree to paying the interim dividend and the creditors’ claims are not put at risk thereby.

3 The provisions governing dividends apply (Art. 660 para. 1 and 3, 661, 671–674, 675 para. 2, 677, 678, 731 and 958_e_).

[452](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23159) Inserted 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)).


III. Interest before commencement of operations453

Art. 676

1 The shareholders may be paid interest out of the investment account for the time required to prepare and build up the company prior to commencement of full operations. The articles of association must stipulate the latest time by which payment of such interest must cease.

2 If the company is expanded by means of an issue of new shares, the resolution concerning the capital increase may provide for a specified amount of interest to be paid on the new shares from the investment account until a precisely defined date, which must be no later than the date on which the new operational facility commences operations.


IV. Shares of profits paid to board members454

Art. 677455

Shares of the profit may be paid to members of the board of directors only out of the disposable profit and only after the allocation to the legal reserve has been made and a dividend of 5 per cent or a higher percentage laid down by the articles of association has been paid to the shareholders.

[455](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23261) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 678456

1 Shareholders, members of the board of directors, persons involved in the company’s management activities and members of the board of advisors and their close associates are required to repay any dividends, shares of profits paid to board members, other shares of profits, remuneration, interest before commencement of operations, statutory capital reserves and retained earnings or other benefits that they have unduly taken.

2 If the company accepts assets from such persons or if it enters into other forms of legal transaction with them, these persons shall be required to repay the assets concerned where there is an obvious discrepancy between the performance and the consideration.

3 Article 64 applies.

4 The claim for repayment is that of the company and the shareholder.The shareholder’s claim is for performance to the company.

5 The general meeting may resolve that the company raise an action for repayment. They may delegate the conduct of the proceedings to the board of directors or a representative.

6 In the event of the company’s bankruptcy, Article 757 applies _mutatis mutandis_.

[456](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23287) 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. 678a457

1 The claim for repayment is subject to a prescriptive period of three years from when the company or the shareholder became aware of the matter, or in any event ten years from the claim arising. This period is suspended during a procedure for ordering a special investigation and the conduct of that investigation.

2 If the recipient has by their conduct committed a criminal offence, the claim for repayment prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute can no longer become time-barred because a first instance criminal judgment has been issued, the claim prescribes at the earliest three years after notice of the judgment is given.

[457](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23342) Inserted 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)).


III. Shares of profits paid to board members on insolvency458

Art. 679459

1 Where the company is declared insolvent, the members of the board of directors must return all shares of profits paid to board members received in the three years prior to commencement of insolvency proceedings, unless they can show that the conditions for payment of such shares of profits paid to board members set out in law and the articles of association were met; in particular, they must show that the payment was based on prudent accounting.

2 …[460](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23419)

[459](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23396) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[460](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23419) Repealed by Annex of the FA of 21 June 2013, with effect from 1 Jan. 2014 ([AS **2013** 4111](eli/oc/2013/757/en);[BBl **2010** 6455](eli/fga/2010/1144/en)).


Art. 680

1 A shareholder may not be required, even under the articles of association, to contribute more than the amount fixed for subscription of a share on issue.

2 A shareholder does not have the right to reclaim the amount paid-up.


1. By law and the articles of association

Art. 681

1 A shareholder who fails to pay in the issue amount for their share in good time is obliged to pay default interest.

2 Further, the board[461](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23464) of directors has the power to declare that the defaulting shareholder has forfeited their rights in respect of the share subscription and any part payments already made and that their shares are forfeited and to issue new ones in their place. Where the forfeited shares have already been issued and cannot be physically obtained, the declaration of forfeiture is published in the Swiss Official Gazette of Commerce and in the form provided for in the articles of association.

3 The articles of association may also provide that a shareholder in default also be required to pay a contractual penalty.

[461](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23464) Term in accordance with No II 3 of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). This amendment has been taken into account throughout the Code.


Art. 682

1 Where the board of directors intends to declare the defaulting shareholder in forfeit of his rights in respect of the share subscription or to require him to pay the contractual penalty provided for in the articles of association, it must make a call for payment in the Swiss Official Gazette of Commerce and in the form provided for by the articles of association and set a grace period for such payment of at least 30 days commencing on the date on which the last call was published.[462](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23493) The shareholder may be declared in forfeit of his rights in respect of the share subscription or required to pay the contractual penalty only if he fails to make the required payment within such grace period.

2 In the case of registered shares, such publication is replaced by a registered letter sent to each shareholder entered in the share register calling for payment and setting the grace period. In this case the grace period commences on receipt of the call for payment.

3 The defaulting shareholder is liable to the company for the amount not covered by the contributions of the new shareholder.

[462](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23493) 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. 683

1 Bearer shares may be issued only after the full nominal value has been paid up.

2 Shares issued before the full nominal value is paid up are void. Claims for damages are reserved.


Art. 684463

1 Unless otherwise provided by law or the articles of association, the company’s registered shares are transferable without restriction.

2 Transfer by means of transaction may also be effected by handing over the endorsed share certificate to the acquirer.

[463](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23540) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685464

1 Registered shares that have not yet been fully paid up may be transferred only with the consent of the company, unless they are acquired by inheritance, division of estate, matrimonial property law or compulsory execution.

2 The company may withhold consent only if the solvency of the acquirer is in doubt and the security requested by the company is not furnished.

[464](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23570) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


II. Restrictions under the articles of association

Art. 685a465

1 The articles of association may stipulate that registered shares may be transferred only with the consent of the company.

2 This restriction also applies to establishment of a usufruct.

3 If the company goes into liquidation, the restriction on transferability is cancelled.

[465](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23601) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685b466

1 The company may refuse to give such consent providing it states good cause cited in the articles of association or offers to acquire the shares from the party alienating them for the company’s own account, for the account of other shareholders or for the account of third parties at their real value at the time the request was made.

2 Provisions governing the composition of the shareholder group which are designed to safeguard the pursuit of the company’s objects or its economic independence are deemed to constitute good cause.

3 Further, the company may refuse entry in the share register where the acquirer fails to declare expressly that he has acquired the shares in his own name and for his own account.

4 Where the shares were acquired by inheritance, division of estate, matrimonial property law or compulsory execution, the company may withhold its consent only if it offers to purchase the shares from the acquirer at their real value.

5 The acquirer may request the court at the seat of the company to determine the real value. The costs of the valuation are borne by the company.

6 Where the acquirer fails to decline such offer within a month of notification of the real value, it is deemed accepted.

7 The articles of association may not impose more restrictive conditions on transferability.

[466](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23635) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685c467

1 Where the consent required for transfer of shares is not given, the ownership of the shares and all attendant rights remain with the alienator.

2 In the case of acquisition of shares by inheritance, division of estate, matrimonial property law or compulsory execution, ownership and the attendant pecuniary rights pass to the acquirer immediately, whereas the attendant participation rights pass to him only when the company has given its consent.

3 Where the company fails to refuse the request for consent within three months of receipt or refuses it without just cause, consent is deemed to have been given.

[467](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23679) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685d468

1 In the case of listed registered shares, the company may refuse to accept the acquirer as a shareholder only where the articles of association envisage a percentage limit on the registered shares for which an acquirer must be recognised as shareholder and such limit is exceeded.

2 The company may also refuse to accept an acquirer if at the company’s request the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account, that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares. The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank.[469](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23744)

3 Where listed[470](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23767) registered shares were acquired by inheritance, division of estate or matrimonial property law, entry of the acquirer may not be refused.

[468](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23713) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[469](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23744) 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)).

[470](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23767) Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA;[AS **1974** 1051](eli/oc/1974/1051%5F1051%5F1051/en)).


Art. 685e471

Where listed registered shares are sold on a stock exchange, the selling bank must without delay notify the company of the name of the seller and the number of shares sold.

[471](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23784) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685f 472

1 Where listed registered shares are acquired on a stock exchange, the attendant rights pass to the acquirer on transfer. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company.

2 Until such recognition of the acquirer by the company, he may not exercise the right to vote conferred by the shares or any other rights associated with that right to vote. The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights.

3 Acquirers not yet recognised by the company are entered as shareholders without the right to vote in the share register once the rights have been transferred. The corresponding shares are deemed to be unrepresented at the general meeting.

4 Where the company’s refusal is unlawful, the company must recognise the acquirer’s right to vote and the rights associated therewith from the date of the court judgment and pay the acquirer damages unless it can show that it was not at fault.

[472](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23809) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 685g473

Where the company fails to refuse the request for recognition within 20 days, the shareholder is deemed to have been recognised.

[473](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23844) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


Art. 686474

1 The company keeps a share register of registered shares in which the names and addresses of the owners and usufructuaries are recorded. It must be kept in such a manner that it can be accessed at any time in Switzerland.[475](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23890)

2 Entry in the share register requires documentary proof that the share was acquired for ownership or of the reasons for the usufruct thereof.

2bis Companies whose shares are listed on a stock exchange shall ensure that the owners or usufructuaries may apply for entry in the share register electronically.[476](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23913)

3 The company must certify such entry on the share certificate.

4 In relation to the company the shareholder or usufructuary is the person entered in the share register.

5 The documents on which an entry is based must be retained for ten years following the deletion of the owner or usufructuary from the share register.[477](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23942)

[474](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23870) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[475](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23890) Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).

[476](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23913) Inserted 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)).

[477](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23942) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).


Art. 686a478

After hearing the parties involved the company may delete entries in the share register that resulted from false information supplied by the acquirer. The latter must be informed of the deletion immediately.

[478](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23963) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


5. Registered shares not fully paid in 479

Art. 687

1 The acquirer of a registered share that is not fully paid up has an obligation to the company to pay up the remainder as soon as he is entered in the share register.

2 Where the person who subscribed for the share alienates it, he may be sued for the amount not paid up if the company becomes insolvent within two years of its entry in the commercial register and his legal successor has forfeited his rights arising from the share.

3 Where the seller is not the person who subscribed for the share, he is released from the duty to pay up as soon as the acquirer is entered in the share register.

4 Until such time as registered shares are fully paid up, the amount of the nominal value paid up must be entered on each share certificate.


Art. 688

1 Interim certificates made out to the bearer may be issued only for bearer shares whose the nominal value is fully paid up. Interim certificates made out to the bearer issued before the full nominal value is paid up are void. Claims for damages are reserved.

2 Where interim certificates made out to the named holder are issued for bearer shares, they may be transferred only in accordance with the provisions governing assignment of claims, although their transfer does not take effect as against the company until it receives notice thereof.

3 Interim certificates for registered shares must be made out to a named holder. The transfer of such interim certificates is subject to the provisions governing the transfer of registered shares.


Art. 689480

1 The shareholder exercises his rights in the company’s affairs, such as the appointment of the corporate bodies, approval of the annual report and resolutions concerning allocation of the profit, at the general meeting.

2 ...[481](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24068)

[480](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24045) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[481](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24068) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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. 689a482

1 The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder.

2 The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them.Persons attending the general meeting must provide their name and address in order to exercise their right to vote.[483](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24120)

3 A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing.[484](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24143)

4 The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise.[485](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24166)

[482](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24094) Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[483](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24120) 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)).

[484](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24143) Inserted 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)).

[485](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24166) Inserted 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. 689b486

1 Shareholders may have their participation rights, in particular their right to vote, exercised by a representative of their choice.

2 The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange.

3 If the company appoints an independent voting representative or a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions.

4 The independence of the independent voting representative must not be compromised, whether in fact or in appearance. The rules on the independence of the external auditor in the case of the ordinary audit (Art. 728 para. 2–6) apply_mutatis mutandis_.

5 Natural persons, legal entities or partnerships may be appointed as independent voting representatives.

[486](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24194) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


b. Independent voting representative in companies whose shares are listed on a stock exchange

Art. 689c487

1 In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible.

2 The general meeting may remove the independent voting representative at the end of the general meeting.

3 If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency.

4 The board of directors shall ensure that the shareholders are able in particular to:

1.

 issue the independent voting representative with instructions on any motion relating to items on the agenda tabled in the notice convening the meeting;

2.

 issue the independent voting representative with general instructions on unannounced motions relating to items on the agenda and on new items on the agenda in accordance with Article 704_b_.

5 The independent voting representative shall treat the instructions from individual shareholders as confidential until the general meeting. They may provide the company with general information on the instructions received. They shall not provide the information earlier than three working days before the general meeting and must declare to the general meeting what information they have provided to the company.

6 Authorisation for representation and instructions may only be issued for the forthcoming general meeting. They may also be issued electronically.

[487](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24258) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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. Independent voting representative and delegation of the voting right of corporate bodies in companies whose shares are not listed on a stock exchange

Art. 689d488

1 The articles of association of companies whose shares are not listed on a stock exchange may provide that a shareholder may only be represented by another shareholder at the general meeting.

2 If the articles of association contain a provision to this effect, the board of directors must at the request of a shareholder designate an independent voting representative or a voting representative for a corporate body who may be instructed to exercise the participation rights.

3 The board of directors must in this case inform the shareholders at the latest ten days before the general meeting whom they may instruct as their representative. If the board of directors fails to comply with this duty, a shareholder may be represented by any third party.The articles of association shall regulate the details for designating the representative.

4 Article 689_c_ paragraph 4 applies to the delegation of voting rights both to an independent voting representative and to a voting representative for corporate bodies.

[488](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24325) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).


d. Delegation of voting rights to custodian banks in companies whose shares are not listed on a stock exchange

Art. 689e489

1 In the case of a company whose shares are not listed on a stock exchange, any person who wishes to exercise the right to vote attached to shares deposited with them shall ask the depositors for voting instructions prior to every general meeting.

2 Where the depositors’ instructions cannot be obtained in good time, the custodian exercises their right to vote in accordance with their general instructions; if they do not have any instructions, they shall abstain.

3 Institutions subject to the Federal Act of 8 November 1934[490](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24437) on Banks and Savings Banks and financial institutions in accordance with the Financial Institutions Act of 15 June 2018[491](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24446) are deemed to be custodians acting as representatives.

[489](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24392) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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)).

[490](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24437) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)

[491](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24446) [SR **954.1**](eli/cc/2018/801/en)


Art. 689f 492

1 Independent voting representatives, voting representatives for a corporate body and custodians acting as voting representatives shall inform the company of the number, type, nominal value and class of the shares they represent. If they fail to do this, the resolutions of the general meeting become subject to challenge on the same conditions as apply to unauthorised participation in the general meeting (Art. 691).

2 The chair shall give the general meeting aggregated information for each form of representation. If the chair fails to do so even though a shareholder has requested it, any shareholder may challenge the resolutions of the general meeting by bringing an action against the company.

[492](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24461) Inserted 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. 690

1 Where a share is owned collectively, the beneficiaries of the rights it confers may exercise such rights only through a joint representative.

2 In the case of the usufruct of a share, such rights are represented by the usufructuary; the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising them.


Art. 691

1 The lending of shares for the purpose of exercising the right to vote at a general meeting is forbidden if the intention in so doing is to circumvent a restriction on the right to vote.

2bis Members of the board of directors and the executive boardare entitled to participate in the general meeting.[494](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24544)

2 Every shareholder is entitled to object to the board of directors or in the minutes of the general meeting against the participation of unauthorised persons.

3 Where persons who are not authorised to participate in the general meeting participate in a decision on a resolution, any shareholder may challenge that resolution even if they have not raised an objection, unless the company can prove that their involvement exerted no influence on the decision made.

[494](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24544) Inserted 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)).


III. Voting rights at general meetings of shareholders

Art. 692

1 The shareholders shall exercise their right to vote at general meetings of shareholders in proportion to the total nominal value of the shares belonging to them.

2 Every shareholder has at least one vote, even if he holds only one share. However, the articles of association may impose restrictions on the number of votes cast by holders of multiple shares.

3 ...[495](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24588)

[495](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24588) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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)).