Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

Art. 693

1 The articles of association may stipulate that the right to vote is determined regardless of nominal value by the number of shares belonging to each shareholder, such that each share confers one vote.

2 In this case, shares with a lower nominal value than other shares of the same company may be issued only as registered shares and must be fully paid up. The nominal value of these other shares must not exceed ten times the nominal value of the voting shares.[496](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24621)

3 The allocation of right to vote according to number of shares does not apply to:

1.

the election of external auditors;

2.

 the appointment of experts to audit the company’s business management or parts thereof;

 3.[497](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24649)

 any resolution concerning the instigation of a special investigation;

 4.[498](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24674)

 any resolution concerning the raising of a liability action.[499](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24697)

[496](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24621) 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)).

[497](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24649) 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)).

[498](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24674) 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)).

[499](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24697) 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)).


III. Voting rights at general meetings of shareholders

3. Entitlement to exercise right to vote

Art. 694

The right to vote shall take effect as soon as the amount on the share determined by law or the articles of association is paid up.


Art. 695

1 In the case of resolutions concerning the discharge of the board of directors, persons who have participated in any manner in the management of the company’s business have no right to vote.

2 …[500](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24734)

[500](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24734) Repealed 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), with effect from 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)).


Art. 696501

[501](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24757) 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. 697502

1 At the general meeting, any shareholder is entitled to information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit.

2 In companies whose shares are not listed on a stock exchange, shareholders who together represent at least 10 per cent of the share capital or of the votes may request the board of directors in writing to provide information on company matters.

3 The board of directors shall provide the information within four months. The answers of the board of directors shall also be made available for inspection by the shareholders at the latest at the next general meeting.

4 The information must be provided insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.

[502](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24786) 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. 697a503

1 The company ledgers and files may be inspected by shareholders who together represent at least 5 per cent of the share capital or of the votes.

2 The board of directors shall permit inspection within four months of receiving the request. The shareholders may take notes.

3 Inspection must be permitted insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.

[503](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24826) 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)).


3. Refusal of the request for information or to inspect

Art. 697b504

Where information or inspection is wholly or partly refused or made impossible, the shareholders may within 30 days apply to the court for an order to provide the information or permit inspection.

[504](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24874) 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)).


V. Right to instigate a special investigation

Art. 697c505

1 Any shareholder who has already exercised their right to information or to inspect may request the general meeting to have specific matters investigated by independent experts where this is necessary for the exercise of shareholders’ rights.

2 Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days to appoint the experts to carry out the special investigation.

[505](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24917) 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)).


2. If the motion is rejected by the general meeting

Art. 697d506

1 Where the general meeting rejects the motion, shareholders may within three months request the court to order the special investigation, provided that together they hold at least one of the following participations:

1.

 in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes;

2.

 in the case of companies whose shares are not listed on a stock exchange: 10 per cent of the share capital or of the votes.

2 The request to order a special investigation may extend to all issues that were the subject of the request for information or to inspect or that were addressed in the debate on the motion to conduct a special investigation at the general meeting, provided their answering is required in order for shareholders to exercise their rights.

3 The court shall order the special investigation if the applicants make a _prima facie_ case that the founder members or corporate bodies have violated the law or the articles of associationand the violation is likely to harm the company or the shareholders.

[506](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24962) 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. 697e507

1 The court shall decide after hearing the company and the shareholder who tabled the motion for a special investigation at the general meeting.

2 If the court agrees to the request, it shall appoint the independent experts to conduct the special investigation and shall outline the subject matter of the investigation.

[507](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25025) 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. 697f 508

1 The special investigation shall be conducted within a reasonable period of time and without unnecessary disruption of business operations.

2 Founding members, corporate bodies, agents, employees, administrators and liquidators must provide the experts with information about any matters of significance. In cases of doubt, the court decides.

3 The experts shall hear the company on the results of the special investigation.

4 They are required to preserve confidentiality.

[508](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25070) 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. 697g509

1 The experts shall report in writing and in detail about the result of their investigation. If the special investigation was ordered by the court, the experts shall submit their report to the court.

2 The court shall make the report available to the company and shall at its request decide whether any passages in the report violate the company’s trade secrets or other interests warranting protection and therefore may not be presented to the applicants.

3 It shall give the board of directors and the applicants the opportunity to respond to the content of the report, adapted as necessary, and to ask supplementary questions.

[509](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25121) 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. 697h510

1 The board of directors shall make the experts’ report, the board’s response and that of the applicants available to the next general meeting.

2 Any shareholder may at the company’s expense request a copy of the report and the responses to it from the company for one year following the general meeting.

[510](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25169) 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. 697hbis 511

1 The company shall bear the costs of the special investigation. It shall also make any advance payments of costs due.

2 Where justified by special circumstances, the court may order the applicants to bear some or all of the costs.

[511](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25215) 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. 697i512

[512](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25249) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).


K. Obligation of shareholder to give notice

Art. 697j513

1 Any person who alone or by agreement with third parties acquires shares in a company whose participation rights are not listed on a stock exchange, and thus reaches or exceeds the threshold of 25 per cent of the share capital or right to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner).

2 If the shareholder is a legal entity or partnership, each natural person that controls the shareholder in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the shareholder must give notice of this to the company.

3 If the shareholder is a company whose participation rights are listed on a stock exchange, if the shareholder is controlled by such a company in accordance with Article 963 paragraph 2, or if the shareholder controls such a company in this sense, it must only give notice of this fact and provide details of the company’s name and registered office.

4 The shareholder must give notice to the company within three months of any change to the first name or surname or to the address of the beneficial owner.

5 The obligation to give notice does not apply if the shares are organised as intermediated securities and deposited with a custodian in Switzerland or entered in the main register. The company shall designate the custodian.

[513](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25285) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).


Art. 697k514

[514](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25331) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).


Art. 697l515

1 The company shall keep a register of the beneficial owners that have been notified to the company.

2 This register shall contain the first name and surname and the address of the beneficial owners.

3 The documents on which notice under Article 697_j_ are based must be retained for ten years following the person’s deletion from the register.

4 The register must be kept in such a way that it can be accessed in Switzerland at any time.

[515](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25364) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).


III. Failure to comply with obligations to give notice516

Art. 697m517

1 For as long as the shareholder fails to comply with their obligations to give notice, the membership rights conferred by the shares in respect of which notice of acquisition must be given shall be suspended.

2 The shareholder may only exercise the property rights conferred by the shares if they have complied with their obligations to give notice.

3 If the shareholder fails to comply with their obligations to give notice within one month of acquiring the shares, the property rights lapse. If they give notice at a later date, they may exercise the property rights arising from that date.

4 The board of directors shall ensure that no shareholders exercise their rights while in breach of their obligations to give notice.

[517](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25427) 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. 697n518

1 The articles of association may provide that disputes under company law be adjudicated by an arbitral tribunal that has its seat in Switzerland. Unless the articles of association provide otherwise, the arbitration clause is binding on the company, the corporate bodies of the company, the members the corporate bodies and the shareholders.

2 The procedure before the arbitral tribunal is governed by the provisions of Part 3 of the Civil Procedure Code[519](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25490); Chapter 12 of Federal Act of 18 December 1987[520](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25499) on Private International Law does not apply.

3 The articles of association may regulate the details, in particular by reference to arbitration regulations. They shall in any event ensure that persons who may be directly affected by the legal consequences of the arbitral award are notified of the instigation and conclusion of the proceedings and may participate in appointing the arbitral tribunal and in the proceedings as an intervening party.

[518](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25462) 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)).

[519](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25490) [SR **272**](eli/cc/2010/262/en)

[520](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25499) [SR **291**](eli/cc/1988/1776%5F1776%5F1776/en)


Section Three Organisation of the Company Limited by Shares

Art. 698

1 The supreme governing body of a company limited by shares is the general meeting.

2 It has the following inalienable powers:

1.

 to determine and amend the articles of association;

2.

 to elect the members of the board of directors and the external auditors;

 3.[521](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25544)

 to approve the management report and the consolidated accounts;

4.

 to approve the annual accounts and pass resolutions on the allocation of the disposable profit, and in particular to set the dividend and the shares of profits paid to board members;

 5.[522](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25567)

 to determine the interim dividend and approve the interim account required therefor;

 6.[523](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25592)

 to pass resolutions on repaying the statutory capital reserve;

 7.[524](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25617)

 to discharge the members of the board of directors;

 8.[525](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25642)

 to delist the equity securities of the company;

 9.[526](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25667)

 to pass resolutions concerning the matters reserved to the general meeting by law or the articles of association.[527](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25690)

3 In companies whose shares are listed on a stock exchange, it has the following additional inalienable powers:

1.

 to elect the chair of the board of directors;

2.

 to elect the members of the remuneration committee;

3.

 to elect the independent voting representatives;

4.

 to vote on the remuneration of the board of directors, the executive board and the board of advisors.[528](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25722)

[521](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25544) Amended by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).

[522](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25567) 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)).

[523](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25592) 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)).

[524](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25617) 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)).

[525](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25642) 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)).

[526](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25667) 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)).

[527](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25690) 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)).

[528](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25722) 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)).


II. Convening and conducting the general meeting

Art. 699529

1 The general meeting shall be convened by the board of directors or, where necessary, by the external auditors. The liquidators and the representatives of bond creditors shall also have the right to convene general meetings.

2 The ordinary general meeting shall be held annually within six months of the end of the financial year.

3 Shareholders may request that a general meeting be convened, provided they together hold at least one of the following participations:

1.

 in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes;

2.

 in the case of other companies: 10 per cent of the share capital
or of the votes.

4 Their request that the meeting be convened must be made in writing. The items on the agenda and motions must be included in the request.

5 Where the board of directors fails to grant such a request within a reasonable time, but at the most within 60 days, the requesting parties may request the court to order that the meeting be convened.

[529](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25749) 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. 699a530

1 The shareholders shall be given access to the annual report and the audit reports at least 20 days before the general meeting. If the documents are not electronically accessible, any shareholder may request that they be sent to them in good time.

2 If the documents are not electronically accessible, any shareholder may for one year following the general meeting request that they be sent the annual report in the form approved by the general meeting together with the audit reports.

[530](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25803) 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. Right to table agenda items and motions

Art. 699b531

1 Shareholders may request that items be placed on the agenda, provided they together hold at least one of the following participations:

1.

 in companies whose shares are listed on a stock exchange: 0.5 per cent of the share capital or of the votes;

2.

 in other companies: 5 per cent of the share capital or of the votes.

2 Subject to the same requirements, the shareholders may request that motions relating to items on the agenda be included in the notice convening the general meeting.

3 Shareholders may submit a brief explanation when placing an item on the agenda or tabling a motion. This must be included in the notice convening the general meeting.

4 If the board of directors refuses to accept a request, the requesting parties may request the court to order that items be placed on the agenda or that motions and related explanations be included in the notice convening the general meeting.

5 At the general meeting, any shareholder may table motions in relation to the items on the agenda.

[531](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25844) 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. Content of the notice convening the meeting

Art. 700532

1 The board of directors shall notify the shareholders that a general meeting is to be convened at least 20 days before the day of the meeting.

2 The following information must be included in the notice convening the meeting:

1.

 the date, the starting time, the form and the location of the general meeting;

2.

the business to be discussed;

3.

 the motions of the board of directors and, in the case of companies whose shares are listed on a stock exchange, a short explanation for these motions;

4.

 if applicable, the shareholders’ motions with a short explanation of each;

5.

 if applicable, the name and the address of the independent voting representative.

3 The board of directors shall ensure that the items on the agenda meet the requirement of unity of subject matter, and shall provide the general meeting with all the information that it requires to decide on its resolutions.

4 It may present the items on the agenda in the notice convening the meeting in summary form, provided it makes more detailed information available to the shareholders in another way.

[532](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25893) 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. Universal meeting and consent to a motion

Art. 701533

1 The owners or representatives of all the company’s shares may, if no objection is raised, hold a general meeting without complying with the applicable regulations on convening meetings.

2 This meeting may validly discuss and pass binding resolutions on all matters within the remit of the general meeting, provided that the owners or representatives of all the shares participate.

3 A general meeting may also be held without complying with the applicable regulations on convening meetings if the resolutions are decided in writing on paper or electronically,unless a shareholder or their representative requests an oral debate.

[533](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25950) 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. 701a534

1 The board of directors shall decide on the venue for the general meeting.

2 No shareholder shall be unduly obstructed in exercising their rights in connection with the general meeting by the choice ofvenue.

3 The general meeting may be held in various locations at the same time. In this case, the oral contributions of participants must be transmitted directly in sound and vision to all venues.

[534](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25991) 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. 701b535

1 The general meeting may be held abroad if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting.

2 In the case of companies whose shares are not listed on a stock exchange, the board of directors may dispense with designating an independent voting representative provided all the shareholders agree.

[535](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26030) 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. 701c536

The board of directors may provide that shareholders who are not present at the general meeting venue are able to exercise their rights electronically.

[536](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26068) 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 701d537

1 A general meeting may be held with no venue by electronic means if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting.

2 In the case of companies whose shares are not listed on a stock exchange,the articles of association may provide that the designation of an independent voting representative be dispensed with.

[537](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26098) 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)).


c. Requirements for the use of electronic means

Art. 701e538

1 The board of directors shall regulate the use of electronic means.

2 It shall ensure that:

1.

 the identity of the participants is established;

2.

 the oral contributions at the general meeting are directly transmitted;

3.

 each participant can table motions and participate in the debate;

4.

 the result of the vote cannot be falsified.

[538](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26134) 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. 701f 539

1 If technical problems arise during the general meeting, with the result that the general meeting cannot be duly conducted, the meeting must be held again.

2 Resolutions that the general meeting has passed before the technical problems arise remain valid.

[539](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26181) 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. 702540

1 The board of directors shall take the measures required to determine who has the right to vote.

2 It shall ensure that minutes are kept. These record:

1.

 the date, the starting and end times, the form and the venue of the general meeting;

2.

 the number, the type, the nominal value and the class of shares represented, with details of the shares represented by the independent voting representative, by voting representatives for corporate bodies and by custodians acting as representatives;

3.

 the resolutions and results of the elections;

4.

 the requests for information made at the general meeting and the answers given in reply;

5.

 the statements made by shareholders for the record;

6.

 any significant technical problems that arise during the general meeting.[541](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26257)

3 The minutes must be signed by the minute-taker and by the person chairing the general meeting.[542](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26280)

4 Any shareholder may request access to the minutes within 30 days following the general meeting.[543](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26305)

5 In the case of companies whose shares are listed on a stock exchange, the resolutions and the election results with details of the exact the percentage of votes for and against shall be made electronically accessible within 15 days following the general meeting.[544](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26328)

[540](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26214) 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)).

[541](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26257) 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)).

[542](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26280) 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)).

[543](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26305) 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)).

[544](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26328) 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)).


IV. Right of members of the board of directors and the executive board to make a statement; Right of the board of directors to table motions

Art. 702a545

1 If members of the board of directors or the executive board participate in the general meeting, they may make a statement on any item on the agenda.

2 The board of directors may table motions on any item on the agenda.

[545](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26354) Inserted 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) ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/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. 703546

1 Unless otherwise provided by law or the articles of association, the general meeting shall pass resolutions and conduct elections by a majority of the shares bearing voting rights represented.

2 The articles of association may provide that in the event of a tie, the person chairing the meeting has the casting vote.

[546](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26405) 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. 704547

1 A resolution by the general meeting requires at least two-thirds of the votes represented and a majority of the nominal value of shares represented for each of the following:

1.

any amendment of the company’s objects;

2.

the consolidation of shares, unless the consent of all the shareholders concerned is required;

3.

 a capital increase from equity capital, in return for contributions in kind or by offset with a claim, and the granting of special privileges;

4.

the restriction or cancellation of the subscription right;

5.

 the introduction of contingent capital, the introduction of a capital band or the creation of reserve capital in accordance with Article 12 of the Banking Act of 8 November 1934[548](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26483);

6.

 the conversion of participation certificates into shares;

7.

 any restriction on the transferability of registered shares;

8.

 the introduction of shares with preferential right to vote;

9.

 anychange in the currency of the share capital;

10.

the introduction of a casting vote for the person chairing the general meeting;

11.

a provision of the articles of association on holding the general meeting abroad;

12.

 the delisting of the equity securities of the company;

13.

 the relocation of the seat of the company;

14.

 the introduction of an arbitration clause in the articles of association;

15.

dispensing with the designation of an independent voting representative for conducting a virtual general meeting in the case of companies whose shares are not listed on a stock exchange;

16.

 the dissolution of the company.[549](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26536)

2 Provisions of the articles of association which stipulate that larger majorities than those prescribed by law are required in order to make certain resolutions may themselves be introduced, amended or repealed only with the majority specified.[550](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26559)

3 Registered shareholders who did not vote in favour of a resolution to amend the company’s objects or to introduce shares with preferential right to vote are not bound by restrictions on the transferability of their shares imposed by the articles of association for the six months following publication of such resolutions in the Swiss Official Gazette of Commerce.

[547](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26441) 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)).

[548](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26483) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)

[549](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26536) 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)).

[550](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26559) 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. Conversion of bearer shares into registered shares

Art. 704a551

The resolution of the general meeting on converting bearer shares into registered shares may be passed by a majority of votes cast. The articles of association must not impede the conversion.

[551](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26589) 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)).


Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

Art. 704b552

No resolutions may be passed on motions relating to agenda items for which due notice has not been given; exceptions to this are motions to convene an extraordinary general meeting or to carry out a special audit and to appoint an external auditor.

[552](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26614) 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. 705

1 The general meeting may remove any persons that it has elected.[554](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26672)

2 The claims for compensation of persons thus dismissed are reserved.

[554](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26672) 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)).


VII. Challenging resolutions of the general meeting

Art. 706

1 The board of directors and every shareholder may challenge resolutions of the general meeting which violate the law or the articles of association by bringing action against the company before the court.

2 In particular, challenges may be brought against resolutions which

1.

 remove or restrict the rights of shareholders in breach of the law or the articles of association;

2.

 remove or restrict the rights of shareholders in an improper manner;

3.

 give rise to the unequal treatment or disadvantaging of the shareholders in a manner not justified by the company’s objects;

4.

 transform the company into a non-profit organisation without the consent of all the shareholders.[556](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26748)

3–4 …[557](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26767)

5 A court judgment that annuls a resolution made by the general meeting is effective for and against all the shareholders.

[556](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26748) 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)).

[557](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26767) 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. 706a558

1 The right to challenge shall lapse if the action is not brought within two months of the general meeting.

2 Where the board of directors is the claimant, the court shall appoint a representative for the company.

3 …[559](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26818)

[558](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26791) 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)).

[559](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26818) Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).


Art. 706b561

In particular, resolutions of the general meeting shall be void if they:

1.

 remove or restrict the right to participate in the general meeting, the minimum right to vote, the right to take legal action or other shareholder rights that are mandatory in law;

2.

 restrict the shareholders’ rights of control beyond the legally permissible degree, or

3.

 disregard the basic structures of the company limited by shares or the provisions on capital protection.

[561](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26861) 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. 707

1 The company’s board of directors comprises one or more members.[564](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26938)

2 …[565](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26961)

3 Where a legal entity or commercial company holds an equity participation in the company, it is not eligible as such to serve as a member of the board of directors; however, its representative may be elected in its stead.

[564](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26938) 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)).

[565](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26961) Repealed 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), with effect from 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)).


Art. 708566

[566](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26988) Repealed 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), with effect from 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)).


2. Representation of shareholder classes and groups567

Art. 709568

1 Where two or more different classes of shares exist with regard to voting or property rights, the articles of association must stipulate that the shareholders of each different class of shares are entitled to elect at least one representative to the board of directors.

2 The articles of association may contain special provisions to protect minorities or specific groups of shareholders.

[568](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27037) 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. 710569

1 The term of office of members of the board of directors of companies whose shares are listed on a stock exchange shall end at the latest on conclusion of the next ordinary general meeting. Members are elected individually.

2 In the case of companies whose shares are not listed on a stock exchange, the term of office amounts tothree years, unless the articles of association provide otherwise; however, the term of office must not exceed six years. Members are elected individually, unless the articles of association provide otherwise or the person chairing the general meeting issues a different order with the consent of all the shareholders represented.

3 Re-election is possible.

[569](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27065) 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. 711570

[570](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27107) Repealed 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), with effect from 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)).


Art. 712571

1 In the case of companies whose shares are listed on a stock exchange, the general meeting shall elect one of the members of the board of directors to be chair. The chair’s term of office ends at the latest on conclusion of the next ordinary general meeting.

2 In the case of companies whose shares are not listed on a stock exchange, the board of directors shall elect one of its members to be chair. The articles of association may stipulate that the chair be elected by the general meeting.

3 Re-election is possible.

4 If the office of chair becomes vacant, the board of directors shall appoint a new chair for the remaining term of office. The articles of association may provide for different rules on remedying this organisational deficiency.

[571](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27136) 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. 713572

1 Resolutions of the board of directors are passed by a majority of the votes cast. The chairman has a casting vote, unless the articles of association provide otherwise.

2 The board of directors may pass its resolutions:

1.

at a meeting that has a physical venue;

2.

 by using electronic means,applying Articles 701_c_–701_e_ _mutatis mutandis_;

3.

 in writing on paper or electronically, unless a member requests that it be debated orally.If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing.[573](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27224)

3 Minutes shall be kept of the board’s discussions and resolutions; these shall be signed by the chair and by the minute-taker.[574](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27247)

[572](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27175) 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)).

[573](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27224) 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)).

[574](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27247) 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. 714575

The grounds for the nullity of resolutions by the general meeting apply_mutatis mutandis_ to resolutions by the board of directors.

[575](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27272) 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. 715576

Any member of the board of directors may request that the chair convene a meeting without delay, but must state the reasons for his request.

[576](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27298) 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)).


5. Right to information and of inspection

Art. 715a577

1 Any member of the board of directors may request information on any company business.

2 At meetings, all members of the board of directors and all persons entrusted with managing the company’s business are obliged to give information.

3 Outside meetings, any member may request information from the persons entrusted with managing the company’s business concerning the company’s business performance and, with the chair’s authorisation, specific transactions.

4 Where required for the performance of their duties, any member may request the chair to have books of account and documents made available to them for inspection.

5 If the chair refuses a request for information, a request to be heard or an application to inspect documents, the board of directors shall rule on the matter.

6 Rulings or resolutions of the board of directors conferring on the directors more extensive rights to obtain information or inspect documents are reserved.

[577](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27323) 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. 716578

1 The board of directors may pass resolutions on all matters not reserved to the general meeting by law or the articles of association.

2 The board of directors shall manage the business of the company, unless responsibility for such management has been delegated.

[578](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27365) 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. 716a579

1 The board of directors shall have the following non-transferable and inalienable duties:

1.

 the overall management of the company and issuing the required directives;

2.

determining the company’s organisation;

3.

 organising the accounting, financial control and financial planning systems as required for management of the company;

4.

 appointing and dismissing persons entrusted with managing and representing the company;

5.

 overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and directives;

6.

 compiling the annual report[580](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27434), preparing for the general meeting and implementing its resolutions;

 7.[581](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27448)

filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted;

 8.[582](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27478)

 in the case of companies whose shares are listed on a stock exchange: preparing the remuneration report.

2 The board of directors may assign responsibility for preparing and implementing its resolutions or monitoring transactions to committees or individual members. It must ensure appropriate reporting to its members.

[579](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27394) 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)).

[580](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27434) Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA;[AS **1974** 1051](eli/oc/1974/1051%5F1051%5F1051/en)).

[581](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27448) 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)).

[582](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27478) 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. 716b583

1 Unless the articles of association provide otherwise, the board of directors may delegate the management of all or part of the company’s businessin accordance with organisational regulations to individual members or third parties (executive board).

2 In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities.

3 The organisational regulations shall regulate the management of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting.

4 On request, the board of directors shall issue information in writing orelectronically concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting protection.

5 Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors.

[583](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27509) 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. 717585

1 The members of the board of directors and third parties engaged in managing the company’s business must perform their duties with all due diligence and safeguard the interests of the company in good faith.

2 They must afford the shareholders equal treatment in like circumstances.

[585](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27603) 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. 717a586

1 The members of the board of directors and the executive board shall inform the board of directors immediately and comprehensively of any conflicts of interest affecting them.

2 The board of directors shall take the measures required to safeguard the company’s interests.

[586](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27635) 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. 718587

1 The board of directors shall represent the company externally. Unless the articles of association or the organisational regulations stipulate otherwise, every member shall have the authority to represent the company.

2 The board of directors may delegate the task of representation to one or more members (managing directors) or third parties (executive officers).

3 At least one member of the board of directors must be authorised to represent the company.

4 The company must be able to be represented by one person who is resident in Switzerland. This person must be a member of the board of directors or an executive officer. They must have access to the share register and to the register under Article 697_l_, unless this register is kept by a financial intermediary.[588](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27705)

[587](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27674) 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)).

[588](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27705) Inserted 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) ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)). Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 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. 718a589

1 The persons with authority to represent the company may carry out any legal acts on behalf of the company that are consistent with the company’s objects.

2 Any restriction of such authority shall have no effect against bona fide third parties; any provisions governing exclusive representation of the principal place of business or a branch office or governing joint representation of the company that are entered in the commercial register are exceptions to this rule.

[589](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27742) 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)).


3. Contracts between the company and its representative

Art. 718b590

If the company is represented in the conclusion of a contract by the person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the company's goods or services does not exceed 1,000 francs.

[590](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27772) 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 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)).


Art. 719

The persons with authority to represent the company must sign by appending their signature to the business name of the company.


Art. 720592

[592](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27841) 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)).


5. Registered attorneys and commercial agents593

Art. 721594

The board of directors may appoint registered attorneys and other commercial agents.

[594](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27890) 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)).


VI. Directors’ and officers’ liability595

Art. 722596

The company shall be liable for any loss or damage caused by unauthorised acts carried out in the exercise of its business activities by a person authorised to manage or represent the company.

[596](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27936) 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. 723–724597

[597](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27958) 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)).


VII. Imminent insolvency, loss of capital and overindebtedness

Art. 725598

1 The board of directors shall monitor the solvency of the company.

2 If the company is threatened with insolvency, the board of directors shall take measures to ensure its solvency. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. It shall, if necessary, apply for a debt restructuring moratorium.

3 The board of directors shall act with the required urgency.

[598](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27982) 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)).


Section Three Organisation of the Company Limited by Shares

Art. 725a599

1 If the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, thestatutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting.

2 If the company does not have an external auditor, the most recent annual accounts must also undergo a limited audit by a licensed auditor before their approval by the general meeting.The board of directors shall appoint the licensed auditor.

3 The audit requirement in paragraph 2 does not apply if the board of directors applies for a debt restructuring moratorium.

4 The board of directors and the external auditor or the licensed auditor shall act with the required urgency.

[599](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28025) 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. 725b600

1 If there is justified concern that the company’s liabilities are no longer covered by its assets, the board of directors shall immediately prepare an interim account at going concern values and sale values. An interim account at sale values is not required if it is assumed that the company will continue to operate and the interim account at going concern values does not indicate overindebtedness. If it is assumed that the company will not continue to operate, an interim account at sale values is sufficient.

2 The board of directors shall have the interim accounts audited by the external auditor or if there is no external auditor, by a licensed auditor;it shall appoint the licensed auditor.

3 If the company is overindebted according to the two interim accounts, the board of directors shall notify the court. The court shall open bankruptcy proceedings or proceed in accordance with Article 173_a_ of the Federal Act of 11 April 1889[601](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28117) on Debt Enforcement and Bankruptcy.

4 Notification of the court is not required:

1.

 if the company’s creditors subordinate their claims to those of all other company creditors to the extent of the overindebtedness, provided the subordination of the amount due and the interest claims apply for the duration of the overindebtedness; or

2.

provided there is a reasonable prospect that the overindebtedness can be remedied within a reasonable period, but no later than 90 days after submission of the audited interim accounts, and that the claims of the creditors are not additionally jeopardised.

5 If the company does not have an external auditor, the licensed auditor must comply with the reporting duties of the external auditor conducting a limited audit.

6 The board of directors and the external auditor or the licensed auditor shall act with the required urgency.

[600](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28082) 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)).

[601](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28117) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


4. Revaluation of immovable property and participations

Art. 725c602

1 In order to remedy a loss of capital in accordance with Article 725_a_ or overindebtedness in accordance with Article 725_b_, immovable property and participations whose true value has exceeded their acquisition or production costs may be revalued at a maximum of the true value. The amount of the revaluation shall be shown separately under the statutory retained earnings as the revaluation reserve.

2 Revaluation is permitted only if the external auditor or, if there is no external auditor, a licensed auditor confirms in writing that the statutory provisions have been complied with.

3 The revaluation reserve may only be dissolved by conversion into share or participation capital and by valuation adjustment or sale of the revalued assets.

[602](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28150) 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. 726

1 The board of directors may dismiss committees, managing directors, executive officers, registered attorneys and other commercial agents that it has appointed at any time.

2 The registered attorneys and commercial agents appointed by the general meeting may be suspended from their duties at any time by the board of directors, providing a general meeting is convened immediately.

3 Claims for compensation by persons dismissed or suspended are reserved.


Art. 727

1 The following companies must have their annual accounts and if applicable their consolidated accounts reviewed by an external auditor in an ordinary audit:

1.

 Publicly traded companies; these are companies that:

a.

 have equity securities listed on a stock exchange,

b.

have bonds outstanding,

c.

 contribute at least 20 per cent of the assets or of the turnover to the consolidated accounts of a company in terms of letter a or b;

 2. [605](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28277)

 Companies that exceed two of the following thresholds in two successive financial years:

a.

 a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs,

c.

 250 full-time positions on annual average;

3.

 Companies that are required to prepare consolidated accounts.

1bis If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 2, the exchange rate as at the balance sheet date shall be applied for the balance sheet total and the annual average exchange rate for the sales revenue.[606](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28310)

2 An ordinary audit must be carried out if shareholders who represent at least 10 per cent of the share capital so request.

3 If the law does not require an ordinary audit of the annual accounts, the articles of association may provide or the general meeting may decide that the annual accounts be subjected to an ordinary audit.

[605](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28277) Amended by No I of the FA of 17 June 2011 (Auditing Law), in force since 1 Jan. 2012 ([AS **2011** 5863](eli/oc/2011/808/en);[BBl **2008** 1589](eli/fga/2008/416/en)). See also the Transitional provision below relating to this amendment.

[606](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28310) 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. 727a

1 If the requirements for an ordinary audit are not met, the company must have its annual accounts reviewed by an external auditor in a limited audit.

2 With the consent of all the shareholders, a limited audit may be dispensed with if the company does not have more than ten full-time employees on annual average.

3 The board of directors may request the shareholders in writing for their consent. It may set a period of at least 20 days for reply and give notice that failure to reply will be regarded as consent.

4 If the shareholders have dispensed with a limited audit, this also applies for subsequent years. Any shareholder has however the right, at the latest 10 days before the general meeting, to request a limited audit. In such an event, the general meeting must appoint the external auditor.

5 The board of directors shall amend the articles of association to the extent required and apply to the commercial register for the deletion or the registration of the external auditor.


II. Requirements for the external auditor

Art. 727b

1 Publicly traded companies must appoint as an external auditor an audit company under state oversight in terms of the Auditor Oversight Act of 16 December 2005[607](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28372). They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor or a licensed audit expert to be carried out by a state supervised audit company.

2 Other companies that are required to have an ordinary audit must appoint as external auditor a licensed audit expert in terms of the Auditor Oversight Act of 16 December 2005\. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor to be carried out by a licensed audit expert.

[607](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28372) [SR **221.302**](eli/cc/2007/533/en)


Art. 727c

Companies that are required to have a limited audit must appoint as external auditor a licensed auditor in terms of the Auditor Oversight Act of 16 December 2005[608](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28394).

[608](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28394) [SR **221.302**](eli/cc/2007/533/en)


Art. 728

1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected.

2 The following are in particular not compatible with independence:

1.

 membership of the board of directors, any other decision-making function in the company or any employment relationship with it;

2.

 a direct or significant indirect participation in the share capital or a substantial claim against or debt due to the company;

3.

 a close relationship between the person managing the audit and a member of the board of directors, another person in a decision-making function, or a major shareholder;

4.

 the involvement in the accounting or the provision of any other services which give rise to a risk that the external auditor will have to review its own work;

5.

 the assumption of a duty that leads to economic dependence;

6.

 the conclusion of a contract on non-market conditions or of a contract that establishes an interest on the part of the external auditor in the result of the audit;

7.

 the acceptance of valuable gifts or of special privileges.

3 The provisions on independence apply to all persons involved in the audit. If the external auditor is a partnership or a legal entity, then the provisions on independence also apply to the members of the supreme management or administrative body and to other persons with a decision-making function.

4 Employees of the external auditor that are not involved in the audit may not be members of the board of directors or exercise any other decision-making function in the company being audited.

5 There is no independence if persons who do not meet the requirements of independence are closely associated with the external auditor, persons involved in the audit, the members of the supreme management or administrative bodies or others persons with a decision-making function.

6 The provisions on independence also apply to undertakings controlled by the company or the external auditor or that control the company or the external auditor.[609](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28452)

[609](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28452) 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. 728a

1 The external auditor shall examine whether:

1.

 the annual accounts and, if applicable, the consolidated accounts comply with the statutory provisions, the articles of association and the chosen set of financial reporting standards;

2.

 the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit complies with the statutory provisions and the articles of association;

3.

 there is an internal system of control;

 4.[610](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28498)

 in the case of companies whose shares are listed on a stock exchange, the remuneration report complies with the statutory rules and the articles of association.

2 The external auditor takes account of the internal system of control when carrying out the audit and in determining the extent of the audit.

3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.

[610](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28498) 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. 728b

1 The external auditor provides the board of directors with a comprehensive report with conclusions on the financial reporting, the internal system of control as well as the conduct and the result of the audit.

2 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:

1.

 an assessment on the result of the audit;

2.

information on independence;

3.

 information on the person who managed the audit and on his specialist qualifications;

4.

 a recommendation on whether the annual accounts and the consolidated accounts should be approved or rejected with or without qualification.

3 Both reports must be signed by the person who managed the audit.


Art. 728c

1 If the external auditor finds that there have been infringements of the law, the articles of association or the organisational regulations, it shall give notice of this to the board of directors in writing.

2 In addition, it informs the general meeting of any infringements of the law or the articles of association, if:

1.

these are material; or

2.

 the board of directors fails to take any appropriate measures on the basis of written notice given by the external auditor.

3 If the company is clearly overindebted and the board of directors fails to notify the court of this, then the external auditor will notify the court.


1. Independence of the external auditor611

Art. 729

1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected.

2 Involvement in the accounting and the provision of other services for the company being audited are permitted. In the event that the risk of auditing its own work arises, a reliable audit must be ensured by means of suitable organisational and staffing measures.


Art. 729a

1 The external auditor examines whether there are circumstances that indicate that:

1.

 the annual accounts do not comply with the statutory provisions or the articles of association;

2.

 the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit does not comply with the statutory provisions and the articles of association.

2 The audit shall be limited to conducting interviews, analytical audit activities and appropriate detailed inspections.

3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.


Art. 729b

1 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:

1.

 a reference to the limited nature of the audit;

2.

 an assessment on the result of the audit;

3.

 information on independence and, if applicable, on participation in accounting and other services provided to the company being audited;

4.

 information on the person who managed the audit, and on his specialist qualifications.

2 The report must be signed by the person who managed the audit.


Art. 729c

If the company is obviously overindebted and the board of directors fails to notify the court, then the external auditor will notify the court.


Art. 730

1 The general meeting shall appoint the external auditor.

2 One or more natural persons or legal entities or partnerships may be appointed.

3 Public audit offices or their employees may also be appointed as external auditor provided they meet the requirements of this Code. The provisions on independence apply_mutatis mutandis_.

4 At least one member of the external auditor must be resident in Switzerland, or have its registered office or a registered branch office in Switzerland.


2. Term of office of the external auditor

Art. 730a

1 The external auditor shall be appointed for a period of one up to three financial years. Its term of office ends on the adoption of the annual accounts for the final year. Re-appointment is possible.

2 In the case of an ordinary audit, the person who manages the audit may exercise his mandate for seven years at the most. He may only accept the same mandate again after an interruption of three years.

3 If an external auditor resigns, it must notify the board of directors of the reasons; the board of directors informs the next general meeting of these reasons.

4 The general meeting may only remove the external auditor for good cause.[612](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28722)

[612](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28722) 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. 730b

1 The board of directors shall provide the external auditor with all the documents and information that it requires, in writing if so requested.

2 The external auditor shall safeguard the business secrets of the company in its assessments, unless it is required by law to disclose such information. In its reports, in submitting notices and in providing information to the general meeting, it safeguards the business secrets of the company.


Art. 730c

1 The external auditor must document all audit services and keep audit reports and any other essential documents for at least ten years. It must ensure that electronic data can be made readable for the same period.

2 The documents must make it possible to confirm compliance with the statutory provisions in an efficient manner.


5. Approval of the accounts and allocation of profits

Art. 731

1 In companies that are required to have their annual accounts and, if applicable, their consolidated accounts reviewed by an external auditor, the audit report must be submitted before the annual accounts and the consolidated accounts are approved at the general meeting and a resolution is passed on the allocation of the balance sheet profit.

2 If an ordinary audit is carried out, the external auditor must be present at the general meeting. The general meeting may waive the presence of the external auditor by unanimous resolution.

3 If the required audit report is not submitted, the resolutions on the approval of the annual accounts and the consolidated accounts and on the allocation of the balance sheet profit are null and void. If the provisions on the presence of the external auditor are infringed, these resolutions may be challenged.


Art. 731a

1 The articles of association and the general meeting may specify details on the organisation of the external auditor in more detail and expand its range of duties.

2 The external auditor may not be assigned duties of the board of directors, or duties that adversely affect its independence.

3 The general meeting may appoint experts to audit the management or individual aspects thereof.


D.613 Defects in the Organisation of the Company

Art. 731b

1 Any shareholder or creditor may request the court to take the required measures if a company has any of the following organisational defects:

1.

 The company lacks any of the required corporate bodies.

2.

 A required corporate body is not composed correctly.

3.

 The company is not keeping the share register or the register of its reported beneficial owners in accordance with the regulations.

4.

 The company has issued bearer shares without having equity securities listed on a stock exchange or organising the bearer shares as intermediated securities.

5.

 The company is no longer legally domiciled at its seat.[614](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28855)

1bis The court may in particular:

1.

 allow the company a period of time, under threat of its dissolution, within which to re-establish the lawful situation;

2.

 appoint the required corporate body or an administrator;

3.

 dissolve the company and order its liquidation according to the regulations on insolvency proceedings.[615](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28889)

2 If the court appoints the required corporate body or an administrator, it determines the duration for which the appointment is valid. It shall requires the company to bear the costs and to make an advance payment to the appointed persons.

3 If there is good cause, the company may request the court to remove the persons the court has appointed.

4 The liquidators appointed to liquidate the company under the bankruptcy provisions shall notify the court as soon as they establish overindebtedness; the court opens the bankruptcy proceedings.[616](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28913)

[614](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28855) Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes, in force since 1 Jan. 2021, No 4 in force from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en), [**2020** 957](eli/oc/2020/178/en);[BBl **2019** 279](eli/fga/2019/18/en)).

[615](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28889) Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).

[616](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28913) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).


Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange

Art. 732

1 The provisions of this section apply to companies whose shares are listed on a stock exchange.

2 Other companies may provide in their articles of association that they apply this section in full or in part.


Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

Art. 732a

Repealed


Art. 733

1 The general meeting shall electthe members of the remuneration committee individually.

2 Only members of the board of directors may be elected.

3 The term of office ends on conclusion of the next ordinary general meeting. Re-election is possible.

4 If there are any vacancies on the remuneration committee, the board of directors shall appoint the members required for the remaining term of office. The articles of association may provide for other rules on remedying this organisational deficiency.

5 The articles of association shall regulate the principles on the duties and responsibilities of the remuneration committee.


Art. 734

1 The board of directors shall prepare a written remuneration report each year.

2 The provisions of the thirty-second title on the principles of proper financial reporting, the presentation, currency and language and the keeping and retention of the company ledgers apply _mutatis mutandis_ to the remuneration report.

3 The provisions governing notice and publication of the annual report apply_mutatis mutandis_ to notice and publication of the remuneration report.


II. Remuneration of the board of directors, the executive board and the board of advisors

Art. 734a

1 The remuneration report shall specify all the remuneration that the company has paid directly or indirectly to:

1.

current members of the board of directors;

2.

current members of the executive board;

3.

current members of the board of advisors;

4.

 former members of the board of directors, the executive board or the board of advisors, provided they are connected with their former activity as a corporate body of the company; the foregoing does not apply to occupational pension benefits.

2 In particular, the following are deemed to be remuneration:

1.

 fees, salaries, bonuses and account credits;

2.

 shares of profits paid to board members and commissions, participation in turnover and other forms of participation in the business results;

3.

services and benefits in kind;

4.

 the allocation of equity securities, and conversion and option rights;

5.

joining bonuses;

6.

 guarantee and pledge commitments and other collateral commitments;

7.

waivers of claims;

8.

 expenditures giving rise to or increasing occupational benefit entitlements;

9.

 all payments and benefits for additional work;

10.

 compensation connected with the prohibition of competition.

3 The details of the remuneration shall include:

1.

 the amount for the board of directors as a whole and the amount for each member, specifying the name and function of the member concerned;

2.

 the amount for the executive board as a whole and the highest amount for each member, specifying the name and function of the member concerned;

3.

 the amount for the board of advisors as a whole and the amount for each member, specifying the name and function of the member concerned;

4.

if applicable the names and functions of the members of the executive board to whom additional amounts have been paid.


III. Loans and credit facilities for the board of directors, the executive board and the board of advisors

Art. 734b

1 The remuneration report shall specify:

1.

 loans and credit facilities granted to the current members of the board of directors, executive board and board of advisors that are still outstanding;

2.

 loans and credit facilities granted to former members of the board of directors, executive board and board of advisors that were granted on conditions other than the customary market conditions and are still outstanding.

2 Article 734_a_ paragraph 3 applies _mutatis mutandis_ to the information on loans and credit facilities.


IV. Remuneration, loans and credit facilities granted to close associates

Art. 734c

1 The following shall be shown separately in the remuneration report:

1.

 the remuneration that the company has paid directly or indirectly on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors;

2.

 the loans and credit facilities granted on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors which are still outstanding.

2 The names of the close associates need not be provided.

3 The rules on information on the remuneration of, and loans and credit facilities granted to members of the board of directors, the executive board and the board of advisors otherwise apply.


V. Participation rights and options on such rights

Art. 734d

The remuneration report must indicate the participation rights in the company and the options on such rights of each current member of the board of directors, the executive board and the board of advisors including the member’s close associates, as well as providing the name and function of the member concerned.


Art. 734e

1 The remuneration report shall specify the functions of the members of the board of directors, the executive board and the board of advisors in other undertakings in accordance with Article 626 paragraph 2 number 1.

2 The details shall include the name of the member and of the undertaking and the function exercised.


VII. Gender representation of on the board of directors and in the executive board

Art. 734f618

Unless each gender makes up at least 30 per cent of the board of directors and 20 per cent of the executive board, the following must be indicated in the remuneration report of companies that exceed the thresholds in Article 727 paragraph 1 number 2:

1.

 the reasons why genders are not represented as required; and

2.

 the measures being taken to increase representation of the less well represented gender.

[618](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29191) See also Art. 4 of the transitional provision to the Amendment of 19.06.2020 at the end of the text.


Art. 735

1 The general meeting shall vote on the remuneration that the board of directors, the executive board and the board of advisors directly or indirectly receive from the company.

2 The articles of association shall regulate the details of the vote. They may regulate the procedure in the event that the general meeting does not agree to the remuneration.

3 The following rules must be observed:

1.

 The general meeting shall vote annually on the remuneration.

2.

 The general meeting shall vote separately on the total amount for the remuneration of the board of directors, the executive board and the board of advisors.

3.

The vote of the general meeting is binding.

4.

 If variable remuneration is voted on prospectively, the remuneration report must be submitted to the general meeting for an advisory vote.


II. Additional amount for the executive board

Art. 735a

1 In the event that the general meeting votes prospectively on the remuneration of the executive board, the articles of association may provide for an additional amount for the remuneration of persons newly appointed as members of the executive board after the vote.

2 The additional amount may only be used if the total amount of remuneration for the executive board agreed by the general meeting is not sufficient to remunerate the new members until the next vote of the general meeting.

3 The general meeting does not vote on the additional amount used.


Art. 735b

1 The term of the contracts governing the remuneration of the members of the board of directors may not exceed their term of office.

2 The term of limited contracts and the notice of termination for unlimited contracts that govern the remuneration of the members of the executive board and the board of advisors may amount to a maximum of one year.