Art. 494

1 A married person may validly stand as surety only with the written consent of his spouse given in advance or at the latest simultaneously, unless the spouses are separated by court judgment.

2 ... [269](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e15875)

3 The spouse’s consent to subsequent amendments of a contract of surety is required only where the total liability is to be increased or a simple surety is to be transformed into a joint and several surety, or where the effect of the amendment is to diminish the level of security substantially.

4 The same applies _mutatis mutandis_ to registered partners.[270](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e15900)

[269](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e15875) Repealed by No I of the FA of 17 June 2005 (Sureties. Spouse’s consent), with effect from 1 Dec. 2005 ([AS **2005** 5097](eli/oc/2005/708/en);[BBl **2004** 4955 ](eli/fga/2004/884/en)[4965](eli/fga/2004/886/en)).

[270](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e15900) Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 ([AS **2005** 5685](eli/oc/2005/782/en);[BBl **2003** 1288](eli/fga/2003/194/en)).


Division Two: Types of Contractual Relationship

I. Particularities of different types of surety

Art. 495

1 The creditor may resort to a simple surety only if, after the surety was provided, the debtor is declared bankrupt or obtains a debt restructuring moratorium, or is the object of debt enforcement proceedings instigated with due diligence by the creditor which have resulted in the issue of a definitive certificate of loss, or has relocated his domicile abroad and can no longer be sued in Switzerland, or legal action against him in foreign courts has been substantially impeded as a result of such relocation.

2 Where the claim is secured by pledges, a simple surety may require that the creditor satisfy his claim first from such pledges, provided the debtor has not been declared bankrupt or obtained a debt restructuring moratorium.

3 Where the surety has undertaken solely to cover any shortfall suffered by the creditor (indemnity bond), he may not be sued unless a definitive certificate of loss has been issued against the principal debtor or the latter has relocated his domicile abroad and can no longer be sued in Switzerland, or legal action against him in foreign courts has been substantially impeded as a result of such relocation. Where a composition agreement has been concluded, the surety may be sued for the remitted portion of the principal obligation immediately on the entry into force of the composition agreement.

4 Agreements to the contrary are reserved.


Art. 496

1 Where a person stands surety for an obligation by appending the words “joint and several” or an equivalent phrase, the creditor may resort to him before suing the principal debtor and before realising property given in pledge provided the principal debtor has defaulted on his debt payments and has been issued with payment reminders to no avail or is manifestly insolvent.

2 The creditor may resort to the surety before realising pledged chattels and debts only to the extent that these are deemed by the court unlikely to cover the debt or where such sequence was agreed or where the debtor has been declared bankrupt or obtained a debt restructuring moratorium.


Art. 497

1 Where two or more persons stand surety for a single divisible principal obligation, each of them is liable as simple surety for his share and as collateral surety for the shares of the others.

2 Where they have assumed joint and several liability by agreement with the principal debtor or among themselves, each of them is liable for the whole obligation. However, a co-surety may refuse to pay more than his share where debt enforcement proceedings have not been commenced against all other jointly and severally liable co-sureties who entered into the contract of surety before him or at the same time and who may be sued for the obligation in Switzerland. He has the same right if his co-sureties have paid their share or furnished real security. Unless otherwise agreed, a co-surety who has paid his share has a right of recourse against other jointly and severally liable co-sureties to the extent that each of them has not yet paid his share. This right may be exercised before recourse against the principal debtor.

3 Where it was apparent to the creditor that the surety entered into the contract on condition that others would stand surety with him for the same principal obligation, the surety is released if such condition is not fulfilled or if subsequently one of the co-sureties is released from his liability by the creditor or if his undertaking is declared invalid. In this last case the court may also, on grounds of equity, simply adjudicate that the surety’s liability be reduced by an appropriate amount.

4 Where several persons have independently agreed to stand surety for the same principal obligation, each of them is liable for the whole amount of his own commitment. However, unless otherwise agreed, a surety who pays such amount has a right of recourse against the others for their respective shares.


Art. 498

1 A collateral surety who stands surety to the creditor for performance of the obligation assumed by the primary surety is liable together with the latter in the same way as a simple surety is liable with the principal debtor.

2 A counter-surety stands surety for the right of recourse against the debtor accruing to the primary surety who honours his commitment.


1. Relationship between the surety and the creditor

Art. 499

1 In all cases, the surety’s liability is limited to the maximum amount indicated in the surety bond.

2 Unless otherwise agreed, he is liable up to this limit for:

1.

 the amount of the principal obligation, including the legal consequences of any fault or default on the part of the principal debtor, but not for damage resulting from the extinction of the contract and any contractual penalty unless this was expressly agreed;

2.

 the costs of debt enforcement proceedings and legal action brought against the principal debtor, provided that the surety was given timely opportunity to avoid them by satisfying the creditor, and, where applicable, for the costs of delivering pledges and transferring liens;

3.

 interest at the contractually agreed rate up to a maximum of the interest payable for the current year and the previous year or, where applicable, for the annual payments due for the current year and the previous year.

3 Unless otherwise provided by the contract or dictated by the circumstances, the surety is liable only for the principal debtor’s obligations arising after the contract of surety was concluded.


b. Reduction of liability by court order

Art. 500

1 Unless otherwise agreed at the outset or by subsequent amendment, the amount for which a surety who is a natural person is liable decreases every year by three per cent or, where the claim is secured by mortgage, by one per cent of the original maximum liability. In all cases where the surety is a natural person, the amount decreases in at least the same proportion as the obligation.

2 This does not apply to contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance public law obligations such as customs duties, taxes and the like, and for freight charges, or to contracts of surety for the performance of official and civil service obligations or for obligations of variable amount, such as current accounts and contracts for delivery by instalments, and for periodic, recurrent obligations.


Art. 501

1 The creditor may not apply to the surety in respect of the principal obligation before the date fixed for its payment even if such date is brought forward following the principal debtor’s bankruptcy.

2 Under a contract of surety of any type, in exchange for furnishing real security, the surety may request that the court suspend the debt enforcement proceedings against him until all pledges have been realised and a definitive certificate of loss has been issued against the principal debtor or a composition agreement has been concluded with the creditors.

3 Where the principal obligation may not fall due without notice being served by the creditor or the principal debtor, the time limit for the surety does not commence until the date on which he receives such notice.

4 Where the obligation of a principal debtor residing abroad is annulled or restricted by foreign legislation, such as by provisions relating to clearing systems or a ban on currency transfers, a surety resident in Switzerland may also rely on such legislation unless he has waived this defence.


Art. 502

1 The surety is entitled and obliged to plead against the creditor all defences open to the principal debtor or his heirs which are not based on the insolvency of the principal debtor. Suretyship for obligations that are not binding on the principal debtor owing to error or incapacity to make a contract or for time-barred obligations is reserved.

2 Where the principal debtor waives a defence that is open to him, the surety may nevertheless plead it.

3 Where the surety fails to plead defences open to the principal debtor, he forfeits his right of recourse to the extent that such defences would have released him from liability unless he can prove that he was unaware of them through no fault of his own.

4 A person who stands surety for an obligation that is not actionable because it stems from gambling or betting may plead the same defences as are open to the principal debtor even if he was aware of that defect.


e. Creditor’s duty of diligence and duty to release documents and pledges

Art. 503

1 Where the liens and other securities and preferential rights furnished when the contract of surety is concluded or subsequently obtained from the principal debtor for the specific purpose of securing the claim under surety are reduced by the creditor to the detriment of the surety, the latter’s liability is decreased by an equal amount unless it can be proven that the damage is less. Claims for restitution of the over-paid amount are unaffected.

2 Moreover, in the case of contracts of surety for the performance of official and civil service obligations, the creditor is liable to the surety if, as a result of his failure to supervise the employee as required or to act with the diligence that could reasonably be expected of him, the obligation arose or increased to an extent that it would not have otherwise reached.[271](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16079)

3 On being satisfied by the surety, the creditor is required to furnish him with such documents and information as are required to exercise his rights. The creditor must also release to him the liens and other securities furnished when the contract of surety was concluded or subsequently obtained from the principal debtor for the specific purpose of securing the claim under surety or must take the requisite measures to facilitate their transfer. This does not apply to liens and rights of pledge held by the creditor in relation to other claims where they take precedence over those of the surety.

4 Where the creditor refuses without just cause to take such measures or has alienated the available evidence or the pledges and other securities for which he is responsible in bad faith or through gross negligence, the surety is released from his liability. He may demand the return of sums already paid and seek compensation for any further damage incurred.

[271](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16079) Amended by No II Art. 1 No 12 of the FA of 25 June 1971, in force since 1 Jan. 1972 ([AS **1971** 1465](eli/oc/1971/1465%5F1461%5F1461/en);[BBl **1967** II 241](eli/fga/1967/2%5F241%5F249%5F177/en)). See also the Final and Transitional Provisions of Title X, at the end of this Code.


f. Right to demand acceptance of payment

Art. 504

1 As soon as the principal obligation falls due, even as a result of the bankruptcy of the principal debtor, the surety may at any time demand that the creditor accept satisfaction from him. Where several persons stand surety for an obligation, the creditor is obliged to accept even a part payment, provided it at least equals the share of the surety offering payment.

2 Where the creditor refuses without just cause to accept payment, the surety is released from his liability. In this event the liability of all other jointly and severally liable co-sureties is decreased by the amount of his share.

3 If the creditor is prepared to accept satisfaction, the surety may pay him even before the principal obligation falls due. However, the surety has no right of recourse against the principal debtor until the obligation falls due.


g. Creditor’s duty to notify and to register his claim in bankruptcy and composition proceedings

Art. 505

1 Where the debtor is six months in arrears in the payment of capital, interest accrued over half a year or an annual repayment, the creditor must notify the surety. The creditor must inform the surety of the status of the principal obligation on request.

2 In the event of bankruptcy or composition proceedings concerning the principal debtor, the creditor must register his claim and do everything conscionable to safeguard his rights. He must inform the surety of the bankruptcy or debt restructuring moratorium as soon as he himself learns of it.

3 Should the creditor fail to take any of these actions, he forfeits his claims against the surety to the extent of any damage to the latter resulting from such failure.


2. Relationship between surety and principal debtor

Art. 506

The surety may require that the principal debtor furnish security and demand his release from liability once the principal obligation falls due:

1.

 where the principal debtor breaches the agreements made with the surety, and in particular his promise to release the surety by a certain date;

2.

 where the principal debtor is in default or has relocated his domicile abroad and legal action against him in foreign courts has been substantially impeded as a result;

3.

 where the surety faces substantially greater risks than when he agreed to offer the surety because of a deterioration in the principal debtor’s financial situation, a decrease in the value of the security furnished or the fault of the principal debtor.


Art. 507

1 The surety is subrogated to the creditor’s rights to the extent that he has satisfied him. The surety may exercise these as soon as the obligation falls due.

2 However, unless otherwise agreed, he is subrogated only to those liens and other securities which had been furnished when the contract of surety was concluded or were subsequently obtained from the principal debtor for the specific purpose of securing the claim. If on paying only part of the debt the surety is subrogated to only part of a lien, the part remaining with the creditor takes precedence over that of the surety.

3 Special claims and defences arising from the legal relationship between the surety and the principal debtor are reserved.

4 Where a pledge securing a claim under surety is realised or the owner of the pledge pays voluntarily, he may only have recourse against the surety for such payment where an agreement to this effect was reached between the pledgor and the surety or the pledge was given subsequently by a third party.

5 The prescriptive period for the surety’s right of recourse commences on satisfaction of the creditor by the surety.

6 The surety has no right of recourse against the principal debtor for payment of any obligation that is not actionable or not binding on the principal debtor as a result of error or incapacity to make a contract. However, if he has assumed liability for a time-barred obligation at the behest of the principal debtor, the latter is liable to him pursuant to the provisions governing mandates.


Art. 508

1 Where the surety pays the principal obligation in full or in part, he must notify the principal debtor.

2 If he fails to do so and the principal debtor pays it again because he was not and could not be expected to be aware of the surety’s payment, the surety forfeits his right of recourse against the principal debtor.

3 This does not affect any claim against the creditor for unjust enrichment.


C. Termination of the contract of surety

Art. 509

1 The surety is released as soon as the principal obligation is extinguished for whatever reason.

2 Where the same person is both principal debtor and surety, the creditor retains the special privileges conferred by the contract of surety.

3 Any surety given by a natural person is extinguished once twenty years have elapsed from the date on which the contract was entered into. This does not apply to contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance of public law obligations such as customs duties, taxes and the like, and for freight charges, or to contracts of surety for the performance of official and civil service obligations and for periodic, recurrent obligations.

4 During the final year of this period, the creditor may resort to the surety even where a longer duration was agreed for the contract of surety, unless the surety has previously extended the contract or replaced it with a new one.

5 The contract of surety may be extended by means of a written declaration by the surety for an additional period of no more than ten years. However, the written declaration is valid only if done no earlier than one year before the contract expires.

6 Where the principal obligation becomes payable less than two years before the contract of surety expires and the creditor was unable to give notice to terminate it sooner, under a contract of surety of any type the creditor is entitled to resort to the surety without prior recourse to the principal debtor or the pledges. However, the surety has a right of recourse against the principal debtor even before the principal obligation becomes payable.


II. Fixed-term contract of surety; revocation

Art. 510

1 A contract of surety for a future obligation may be revoked by the surety at any time by means of a written declaration to the creditor, provided that the obligation has not yet arisen, where the principal debtor’s financial situation has substantially deteriorated since the contract was concluded or where it subsequently transpires that his financial situation is substantially worse than the surety had in good faith assumed. Contracts of surety for the performance of official and civil service obligations may no longer be revoked once the official or civil service relationship has come into being.

2 The surety is liable to compensate the creditor for any damage resulting from the fact that he relied in good faith on the contract of surety.

3 Where a contract of surety is concluded for a fixed term, the surety’s liability is extinguished if the creditor fails to assert his claim at law within four weeks of the expiry of such term and to pursue it without significant interruption.

4 Where the obligation is not due at that juncture, the surety may exempt himself from liability only by furnishing real security.

5 If he fails to do so, the contract of surety remains valid, subject to the provision governing the maximum duration of contracts of surety, as if the agreed duration had been until the obligation falls due.


Art. 511

1 Where a contract of surety is concluded for an indefinite term, once the principal debtor’s obligation falls due the surety may, where action may be brought only on such conditions, request that the creditor assert his claim within a period of four weeks, instigate proceedings to realise any existing pledges and pursue his claim without significant interruption.

2 In the case of claims that fall due on expiry of a period of notice served by the creditor, once one year has elapsed since the contract of surety was concluded, the surety has the right to request that the creditor serve notice and, once the obligation is due, exercise his rights in accordance with para. 1.

3 The surety is released if the creditor does not comply with such request.


IV. Contracts of surety for official and civil service obligations

Art. 512

1 A contract of surety for the performance of official obligations concluded for an indefinite term may be terminated subject to one year’s notice expiring at the end of a term of office.

2 Where there is no fixed term of office, the surety may terminate the contract by giving one year’s notice expiring at the end of a four-year period commencing when the office was taken up.

3 A person standing surety for the performance of civil service obligations for an indefinite term has the same right to give notice of termination as under an open-ended contract of surety for official obligations.

4 Agreements to the contrary are unaffected.


Art. 513

1 Gambling and betting do not give rise to a claim.

2 The same applies to advances or loans knowingly made for the purposes of gambling or betting and to contracts for difference and transactions for delivery of commodities or securities that are speculative in character.


Art. 514

1 A promissory note or bill of exchange signed by the gambler or bettor to cover the sum gambled or bet may not be enforced even following delivery of the instrument, subject to the rights that securities confer on bona fide third parties.

2 A voluntary payment may be reclaimed only where the intended gambling or betting activity could not take place as a result of chance occurrence or the actions of the recipient, or where the latter has committed an impropriety.


Art. 515

1 Lotteries and prize draws give rise to a claim only where they have been approved by the competent authority.

2 In the absence of such approval, the claim is treated as a gambling claim.

3 Lotteries or draws authorised abroad do not enjoy legal protection in Switzerland unless the competent Swiss authority has authorised the sale of tickets.


D. Gambling in casinos, loans from casinos

Art. 515a272

Games of chance in casinos give rise to claims where they take place in a casino licensed by the competent authority.

[272](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16331) Inserted by Annex No 5 to the Gambling Act of 18 Dec. 1998, in force since 1 April 2000 ([AS **2000** 677](eli/oc/2000/118/en);[BBl **1997** III 145](eli/fga/1997/3%5F145%5F137%5F129/en)).


Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements

Art. 516

1 A life annuity may be created for the lifetime of the annuitant, the grantor or a third party.

2 In the absence of any specific agreement, the presumption is that it is settled for the life of the annuitant.

3 Unless otherwise agreed, an annuity settled for the life of the grantor or of a third party passes to the heirs of the annuitant.


Art. 517

The life annuity agreement is valid only if done in writing.


Art. 518

1 Unless otherwise agreed, the life annuity is payable every six months in advance.

2 If the person on whom the life annuity is settled dies before the end of the period for which it is payable in advance, the grantor owes the full amount.

3 If the grantor is declared bankrupt, the annuitant may assert his entitlements by bringing a capital claim for the amount that would be required at the time the grantor is declared bankrupt to establish an equivalent contract of annuity with a reputable annuity institution.


Art. 519

1 Unless otherwise agreed, the life annuitant may assign his rights.

2 ...[274](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16431)

[274](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16431) Repealed by Annex No 6 to the FA of 16 Dec. 1994, with effect from 1 Jan. 1997 ([AS **1995** 1227](eli/oc/1995/1227%5F1227%5F1227/en);[BBl **1991** III 1](eli/fga/1991/3%5F1%5F1%5F1/en)).


IV. Life annuities under the law governing insurance policies

Art. 520

The provisions of this Code governing life annuity agreements do not apply to life annuity agreements subject to the Federal Act of 2 April 1908[275](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16456) on Insurance Policies, with the exception of the provision governing withdrawal of annuity entitlements.

[275](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16456) [SR **221.229.1**](eli/cc/24/719%5F735%5F717/en)


Art. 521

1 A lifetime maintenance agreement is a contract in which the beneficiary undertakes to transfer an estate or individual assets to the settlor in return for an undertaking to provide maintenance and care for his lifetime.

2 If the settlor is appointed heir to the beneficiary, the entire relationship is subject to the provisions governing contracts of succession.


Art. 522

1 The lifetime maintenance agreement must be done in the same form as a contract of succession, even where it does not involve the designation of an heir.

2 However, where it is concluded with a licensed care home on conditions approved by the competent authority, written form is sufficient.


Art. 523

A beneficiary who transfers land to the other party retains a statutory lien on the property as security for his claims in the same manner as a seller.


Art. 524

1 The beneficiary becomes part of the settlor’s household and the settlor is obliged to provide him such benefits as he might reasonably expect to receive in the light of the value of the assets transferred and his previous standard of living.

2 The settlor is obliged to provide the beneficiary with appropriate accommodation and maintenance and, in the event of his illness, with the necessary care and medical treatment.

3 Subject to approval by the competent authority, care homes may adopt house rules whereby such benefits are incorporated as generally binding contractual terms.


Art. 525

1 A lifetime maintenance agreement may be challenged by persons to whom the beneficiary has a legal duty of maintenance where conclusion of the agreement would deprive the beneficiary of the means of discharging such duty.

2 Instead of rescinding the agreement, the court may order the settlor to maintain such persons, with any such maintenance being brought into account against the benefits owed to the beneficiary under the lifetime maintenance agreement.

3 Actions in abatement by heirs and legal challenges by creditors are reserved.


Art. 526

1 The lifetime maintenance agreement may be terminated by either party at any time subject to six months’ notice, where according to the agreement the performance of one party is substantially greater in value than that of the other and the party benefiting from such imbalance cannot show that the other intended it as a gift.

2 The decisive criterion here is the relation between the capital and the life annuity according to the principles applied by any reputable annuity institution.

3 Performance already rendered at the time of termination is returned after its capitalised value plus interest has been set off.


Art. 527

1 Either party may unilaterally terminate the agreement where the relationship has become unconscionable as a result of breach of contractual obligations or where other good cause has rendered its continuation exceedingly difficult or impossible.

2 Where the agreement is terminated on such grounds, the party at fault must pay adequate compensation to the innocent party in addition to returning the performance received.

3 Instead of rescinding the agreement, at the request of one party or of its own accord the court may dissolve the joint household and award a life annuity to the beneficiary by way of compensation.


3. Termination on the death of the settlor

Art. 528

1 On the death of the settlor the beneficiary may within one year insist that the agreement be terminated.

2 In this event, he has a claim against the heirs equivalent to the claim he would have in the event of the settlor’s bankruptcy.


VI. Non-transferable claim, asserting claim in the event of bankruptcy and seizure

Art. 529

1 The beneficiary’s claim is non-transferable.

2 In the event of the settlor’s bankruptcy, the beneficiary has a claim equivalent to the capital that would be required to acquire from a reputable annuity institution a life annuity equal in value to the benefits owed to him by the settlor.

3 In the case of debt enforcement by attachment, the beneficiary may participate in the attachment in respect of this claim without need to bring prior enforcement proceedings.


Title Twenty-Three: The Simple Partnership

Art. 530

1 A partnership is a contractual relationship in which two or more persons agree to combine their efforts or resources in order to achieve a common goal.

2 A simple partnership within the meaning of this Title is any partnership that does not fulfil the distinctive criteria of any of the other types of partnership codified herein.


Division Two: Types of Contractual Relationship

Art. 531

1 Each partner must make a contribution, which may be money, objects, claims or labour.

2 Unless otherwise agreed, contributions must be equal and of the nature and size required to achieve the partnership’s purpose.

3 The bearing of risk by and warranty obligations of the partners are governed_mutatis mutandis_ by the rules on leases where a contribution involves the transfer by an individual partner of the use of an object, and by the rules governing contracts of sale where it involves transfer of title.


Art. 532

Each partner is obliged to share with his fellow partners any profit which by nature belongs to the partnership.


Art. 533

1 Unless otherwise agreed, each partner has an equal share in profits and losses regardless of the nature and amount of his contribution.

2 Where only the partner’s share in the profits or his share in the losses is agreed, such agreement applies to both.

3 It is permitted to agree that a partner whose contribution to the common purpose consists of labour will participate in the profits but not in the losses.


Art. 534

1 Partnership resolutions are made with the consent of all partners.

2 Where the partnership agreement provides for resolutions to be passed by majority vote, it is defined as a numerical majority of the partners.


Art. 535

1 All partners have the right to manage the partnership unless the task is entrusted exclusively to one or more partners or to third parties by agreement or resolution.

2 Where all or several partners have the right to manage the partnership, each of them may act without the involvement of the others, although every other partner authorised to manage the partnership has the right to object to and thereby forestall any management action before it is carried out.

3 The unanimous consent of all the partners is required to appoint a general attorney or to carry out transactions which transcend the scope of ordinary business, unless there is risk in delay.


Art. 536

No partner may carry out transactions for his own benefit which thwart or obstruct the purpose of the partnership.


2. Claims arising from partnership activities

Art. 537

1 Where one partner incurs expenses or contracts liabilities in connection with affairs conducted on behalf of the partnership or suffers losses as a direct consequence of his management activities or the intrinsically associated risks, the other partners share his liability.

2 A partner who makes cash advances on behalf of the partnership may claim interest as of the date on which they were made.

3 By contrast, he is not entitled to remuneration for his personal services.


Art. 538

1 Each partner must conduct partnership affairs with the diligence and care that he would normally devote to his own affairs.

2 He is liable to the other partners for any damage caused through his fault and may not set off against such damage the benefits obtained for the partnership in his other activities.

3 Managing partners who are remunerated for their management services are liable in accordance with the provisions governing mandates.


VI. Withdrawal and restriction of management authority

Art. 539

1 The management authority granted to one of the partners under the partnership agreement may not be withdrawn or restricted by the other partners without good cause.

2 Where good cause exists, authority may be withdrawn by each of the other partners even where the partnership agreement provides otherwise.

3 In particular, good cause is deemed to exist where the managing partner is guilty of a serious breach of his duties or has become incapable of proper management of the partnership’s affairs.


VII. Managing partners and other partners

Art. 540

1 Unless this Title or the partnership agreement provides otherwise, the relationship between the managing partners and the other partners is subject to the provisions governing mandates.

2 Where a partner who lacks management authority conducts business on the partnership’s behalf or a managing partner exceeds his management authority, the provisions governing agency without authority apply.


2. Right to information on the affairs of the partnership

Art. 541

1 A partner who lacks management authority has the right to receive information on the status of the partnership’s affairs, to inspect its books and documents and to obtain a summary statement of its financial position for his personal information.

2 Any contrary agreement is void.


VIII. Admission of new partners and sub-participation

Art. 542

1 No partner may admit a third party into the partnership without the consent of the other partners.

2 Where a partner unilaterally grants a third party a participation in his own share in the partnership or assigns his entire share to the third party, the latter does not become a partner and in particular does not acquire any right to information on partnership affairs.


C. Relationship between partners and third parties

Art. 543

1 A partner who deals with a third party on behalf of the partnership but in his own name acquires rights and obligations as against that third party in a purely individual capacity.

2 Where a partner deals with a third party in the name of the partnership or all the partners, the other partners acquire rights and obligations as against that third party only to the extent envisaged by the provisions governing representation.

3 A partner is presumed empowered to represent the partnership or all the partners in dealings with third parties as soon as management authority is conferred on him.


Art. 544

1 Objects, rights in rem and claims transferred to or acquired for the partnership belong jointly to the partners as stipulated in the partnership agreement.

2 Unless otherwise provided in the partnership agreement, the creditors of a partner may claim only the share in the proceeds of liquidation of that partner by way of satisfaction.

3 Subject to contrary agreement, partners are jointly and severally liable for obligations to third parties contracted jointly or through representatives.


Art. 545

1 The partnership is dissolved:

1.

 where the purpose of the partnership has been achieved or become impossible to achieve;

2.

 on the death of one of the partners, unless it was previously agreed that the partnership would continue with his heirs;

 3.[276](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16849)

 where the share in the proceeds of liquidation of a partner is subject to compulsory sale or one of the partners is declared bankrupt or made subject to a general deputyship;

4.

by unanimous decision of the partners;

5.

 on expiry of the period for which the partnership was established;

6.

 by notice of termination served by one of the partners, where such right was reserved in the partnership agreement or the partnership was established for an indefinite duration or for the lifetime of one of the partners;

7.

 by court[277](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16879) judgment in cases of dissolution for good cause.

2 The dissolution of the partnership may be requested for good cause before the duration of the partnership agreement expires or, where it was established for an indefinite duration, with immediate effect.

[276](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16849) Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).

[277](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16879) Amendment not relevant to the English text.


Art. 546

1 Where the partnership was established for an indefinite duration or for the lifetime of one of the partners, each partner may terminate the partnership by giving six months’ notice.

2 Notice must be given in good faith and not at an inopportune juncture and, where an annual accounting period is envisaged, it must expire at the end of a financial year.

3 Where on expiry of the term for which it had been established the partnership is tacitly continued, it is deemed renewed for an indefinite duration.


II. Effect of dissolution on business management

Art. 547

1 Where the partnership is dissolved for any reason other than notice of termination, a partner retains his authority to manage the partnership’s business until he learns of the dissolution or ought to have learned of it had he shown due diligence.

2 Where the partnership is dissolved on the death of a partner, the heir of the deceased must inform the other partners of his death without delay and continue in good faith to attend to the partnership affairs of the deceased until the requisite arrangements have been made.

3 The other partners must likewise continue to manage the partnership’s business in the interim.


Art. 548

1 Contributions to the partnership do not simply revert to those who made them in the liquidation that the partners must carry out after the partnership is dissolved.

2 However, each partner is entitled to the value for which his contribution was accepted.

3 Where no such value was determined, his claim is for the value of the contribution at the time it was made.


Art. 549

1 Where a surplus remains after satisfaction of partnership debts, reimbursement of the expenses incurred and advances made by each partner and return of the value of contributions, it is divided as profit among the partners.

2 Where, after satisfaction of debts and the reimbursement of expenses and advances, the partnership’s assets are not sufficient to cover the return of contributions, the shortfall is borne equally by the partners as a loss.


Art. 550

1 The liquidation following the dissolution of the partnership must be carried out jointly by all partners, including those without management authority.

2 However, where the partnership agreement related only to certain specific transactions to be carried out by one partner in his own name but on behalf of the partnership, that partner must carry out such transactions and give account of them to the other partners even after the partnership has been dissolved.


Art. 551

The dissolution of the partnership does not affect obligations entered into with third parties.


Division Three: Commercial Enterprises and the Cooperative278

Title Twenty-Four: The General Partnership

Art. 552

1 A general partnership is a partnership in which two or more natural persons join together without limiting their liability towards creditors of the partnership in order to operate a trading, manufacturing or other form of commercial business under one business name.

2 The members of the partnership must have it entered in the commercial register.


Art. 553

Where a partnership does not operate a commercial business, it does not exist as a general partnership until it has itself entered in the commercial register.


Art. 554279

The partnership must be registered in the commercial register for the place where its seat is located.

[279](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17033) 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. 555

The only details concerning arrangements for representation that are admissible for entry in the commercial register are those which limit it to one partner or specified partners or which provide for representation of the partnership by one partner acting jointly with other partners or with persons vested with a registered power of attorney.


Art. 556

1 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures.

2 Partners who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.


Section Two: Relationship between Partners

A. Freedom of contract, reference to simple partnership

Art. 557

1 The relationship between the partners is primarily determined by the partnership agreement.

2 Unless otherwise agreed, the provisions governing simple partnerships apply subject to the modifications set out in the following provisions.


Art. 558

1 For each financial year, the profit or loss and each partner’s share thereof are determined on the basis of the annual accounts.[281](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17123)

2 The interest on each partner’s share of the capital may be credited to that partner as provided in the agreement even if that share has been reduced by the loss for that financial year. Unless otherwise agreed, the interest rate is four per cent.

3 When calculating the profit or loss, the contractual fee for the work done by a partner is treated as a debt of the partnership.

[281](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17123) Amended by No I 3 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)).


C. Entitlement to profit, interest and fees

Art. 559

1 Each partner has the right to draw profit, interest and fees for the previous financial year from the partnership’s funds.

2 Where so provided under the agreement, interest and fees may be drawn during the financial year, whereas profit may not be drawn until the annual report has been approved.[282](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17158)

3 Any profit, interest and fees not drawn by the partner are added to his share of the partnership’s capital once the annual report has been approved, provided that none of the other partners objects.[283](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17177)

[282](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17158) Amended by No I 3 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)).

[283](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17177) Amended by No I 3 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)).


Art. 560

1 Where a partner’s share of the capital has been reduced by losses, he remains entitled to his fees and the interest on his reduced share but may receive his share of the profit only when his share of the capital has been reconstituted.

2 No partner is obliged to make a higher contribution than stipulated in the agreement or to make good any reduction in his contribution caused by losses.


Art. 561

Without the consent of the other partners, no partner may engage in the line of business in which the partnership operates either for his own account or for third parties or participate in another business as a partner with unlimited liability, a limited partner or a member of a limited liability company.


Section Three: Relationship between the Partnership and Third Parties

Art. 562

The partnership may acquire rights, assume obligations, sue and be sued in its own name.


Art. 563

Unless the commercial register contains an entry to the contrary, bona fide third parties may safely assume that any partner has authority to represent the partnership.


Art. 564

1 Any partner entitled to represent the partnership is authorised to carry out in the partnership’s name all transactions that serve the partnership’s objects.

2 Any restriction of the scope of such authority to represent the partnership has no effect as against bona fide third parties.


Art. 565

1 Authority to represent the partnership may be withdrawn from a partner for good cause.

2 Where a partner makes a prima facie case for the existence of good cause and there is risk in delay, on his application the court may issue an interim order withdrawing authority to represent the partnership. The court’s order must be entered in the commercial register.


IV. Registered power of attorney and commercial agency

Art. 566

A registered attorney or commercial agent may be appointed to manage the business of the partnership as a whole only with the consent of all partners authorised to represent the partnership, but such appointment may be revoked as against third parties by any one of them.


Art. 567

1 The partnership acquires rights and assumes obligations by the transactions concluded in its name by any partner authorised to represent it.

2 For such effect to occur, it is sufficient that the intention to act on behalf of the partnership can be inferred from the circumstances.

3 The partnership is liable in damages for any tort committed by a partner in the exercise of his partnership function.


Art. 568

1 The partners are jointly and severally liable with their entire assets for all obligations of the partnership.

2 Any contrary agreement between partners is void as against third parties.

3 However, a partner may not be held personally liable for a partnership debt, even after he leaves the partnership, unless he has been declared bankrupt or the partnership has been dissolved or debt enforcement proceedings have been brought against it without success. This does not apply to a partner’s liability under a joint and several contract of surety concluded in favour of the partnership.


Art. 569

1 A person joining a general partnership is jointly and severally liable with his entire assets together with the other partners even for the partnership’s obligations that predate his accession.

2 Any contrary agreement between partners is void as against third parties.


Art. 570

1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners.

2 Partners have no claim as creditors in insolvency for their capital contributions and accrued interest, but may assert claims for interest already due, fees and any expenses incurred on the partnership’s behalf.


IV. Insolvency of the partnership and bankruptcy of the partners

Art. 571

1 The insolvency of the partnership does not result in the bankruptcy of the partners.

2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.

3 The rights of partnership creditors in the event of the bankruptcy of a partner are governed by the Debt Collection and Bankruptcy Act of 11 April 1889[284](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17352).

[284](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17352) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


D. Position of personal creditors of partners

Art. 572

1 The personal creditors of a partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims.

2 Enforcement proceedings brought by them are limited to the interest, fees, profit and share in the proceeds of liquidation payable to their debtor in his capacity as partner.


Art. 573

1 A personal creditor of a partner may not set off his claim against a debt owed to the partnership.

2 Similarly, a partner may not set off a debt to a personal creditor against any debt owed by the creditor to the partnership.

3 However, where a partnership creditor is simultaneously the personal debtor of a partner, the two debts may be set off against each other provided the partner may be held personally liable for any resulting debt to the partnership.


Section Four: Dissolution and Withdrawal

Art. 574

1 The partnership is dissolved by the commencement of insolvency proceedings against it. In other respects, the provisions governing simple partnerships apply to dissolution except where otherwise provided in this Title.

2 Other than in the event of insolvency, the partners must report the dissolution to the commercial registrar.

3 Where an action for dissolution of the partnership is brought, on application by one of the parties the court may order provisional measures.


Art. 575

1 In the event of the bankruptcy of a partner, the bankruptcy administration may petition for dissolution of the partnership by giving at least six months’ notice even where the partnership was formed for a fixed term.

2 The same right accrues to a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him.

3 However, until such dissolution has been entered in the commercial register, the partnership or the other partners may prevent the notice from taking effect by satisfying the bankrupt estate or the creditor pursuing his claim.


Art. 576

Where the partners agreed prior to dissolution that, notwithstanding the withdrawal of one or more partners, the partnership will be continued by the remaining partners, it ceases to exist only for those that leave; in other respects it continues with all existing rights and obligations.


Art. 577

Where there is good cause for the dissolution of the partnership that pertains chiefly to the person of one or more partners, at the request of all the other partners the court may rule that the partner or partners in question be excluded from the partnership and that their shares of the partnership’s assets be allocated to them.


Art. 578

Where a partner is declared bankrupt or a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him requests that the partnership be dissolved, the other partners may exclude the partner in question and allocate his share of the partnership’s assets to him.


Art. 579

1 Where the partnership comprises two partners only, the partner who has not given rise to any cause for dissolution may, on the same conditions, continue the partnership’s affairs and allocate the other partner’s share of the partnership’s assets to him.

2 The court may issue an order to the same effect where dissolution has been requested for good cause pertaining chiefly to the person of one of the partners.


Art. 580

1 The amount payable to a partner leaving the partnership is determined by agreement.

2 Where no provision is made on this matter in the partnership agreement and the parties cannot reach agreement, the court determines the amount with due regard to the asset position of the partnership at the time the partner leaves and any fault attributable to the departing partner.


Art. 581

The departure of a partner and the continuation of the partnership’s affairs by one of the partners must be entered in the commercial register.


D. Defects in the organisation of the partnership

Art. 581a285

In the case of defects in the required organisation of the general partnership the provision of the law on companies limited by shares apply_mutatis mutandis_.

[285](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17494) 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)).


Art. 582

Following its dissolution, the partnership is liquidated in accordance with the following provisions, unless the partners have agreed on an alternative approach or the partnership’s assets are subject to insolvency proceedings.


Art. 583

1 The liquidation is carried out by the partners who are authorised to represent the partnership, unless they are prevented from so doing for reasons pertaining to their person or the partners agree to appoint other liquidators.

2 At the request of a partner, for good cause the court may dismiss certain liquidators and appoint others to replace them.

3 The liquidators are entered in the commercial register, even where the representation of the partnership remains unchanged.


Art. 584

The heirs of a partner must appoint a joint representative for the purpose of the liquidation.


D. Rights and obligations of the liquidators

Art. 585

1 The liquidators wind up the dissolved partnership’s current business, discharge its obligations, call in all debts receivable and realise its assets as required for the division thereof.

2 They represent the partnership in all transactions carried out for liquidation purposes, are entitled to conduct legal proceedings, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, effect new transactions.

3 Where a partner objects to a decision by the liquidators to sell partnership assets at an overall sale price or to their refusal of such a sale or to the manner in which they intend to dispose of immovable property, at his request the court will decide the matter.

4 The partnership is liable for any damage resulting from torts committed by a liquidator in the exercise of his function.


Art. 586

1 Funds and other assets not required during the liquidation are distributed among the partners on a provisional basis and brought into account against their final share in the proceeds of liquidation.

2 The funds required to cover disputed obligations or obligations not yet due must be retained.


Art. 587

1 The liquidators shall draw up a balance sheet at the beginning of the liquidation.

2 Where the liquidation lasts for an extended period, interim accounts[286](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17598) shall be drawn up every year.

[286](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17598) Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)). This amendment has been made in the provisions specified in the AS.


II. Repayment of capital and distribution of surplus

Art. 588

1 Assets remaining after redemption of all partnership debts are used first to repay the capital to the partners and then to pay interest accrued over the liquidation period.

2 Any surplus is distributed among the partners in accordance with the provisions governing partners’ shares in the profit.


G. Deletion from the commercial register

Art. 589

On completion of the liquidation, the liquidators apply to have the partnership’s business name deleted from the commercial register.


H. Archiving of ledgers and other documents

Art. 590

1 The ledgers and other documents of the dissolved partnership are kept for ten years commencing on the date of the partnership’s deletion from the commercial register at a location designated by the partners or, if they cannot reach agreement, by the registrar.

2 The partners and their heirs retain the right to inspect the ledgers and other documents.


Art. 591

1 Claims of partnership creditors against a partner for partnership debts prescribe five years after the notice of his withdrawal or of the dissolution of the partnership is published in the Swiss Official Gazette of Commerce, unless the debt is by its nature subject to a shorter prescriptive period.

2 Where the debt does not fall due until after such notice, the prescriptive period commences on the due date.

3 Prescription does not apply to claims between partners.


Art. 592

1 The five-year prescriptive period may not be invoked against a creditor seeking satisfaction solely from undivided partnership assets.

2 Where a partner takes over the partnership’s business with all its assets and liabilities, he may not invoke the five-year prescriptive period against its creditors. By contrast, for partners who have left the partnership, the five-year prescriptive period is replaced by the three-year prescriptive period in accordance with the principles governing assumption of debt; the same applies in the event that a third party takes over the partnership’s business with all its assets and liabilities.[287](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17687)

**Art. 593**

 An interruption of the prescriptive period as against an ongoing partnership or another partner does not interrupt the prescriptive period as against a departing partner.

[287](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17687) 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)).


Title Twenty-Five: The Limited Partnership

Art. 594

1 A limited partnership is a partnership in which two or more persons join together in order to operate a trading, manufacturing or other form of commercial business under a single business name in such a manner that at least one person is a general partner with unlimited liability but one or more others are limited partners liable only up to the amount of their specific contributions.

2 Partners with unlimited liability must be natural persons, but limited partners may also be legal entities and commercial enterprises.

3 The partners must have the partnership entered in the commercial register.


Art. 595

Where a limited partnership does not operate a commercial business, it does not exist as a limited partnership until it has itself entered in the commercial register.


Art. 596

1 The partnership must be registered in the commercial register for the place where its seat is located.[289](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17775)

2 ...[290](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17799)

3 Where the specific contributions of limited partners are made wholly or partly in kind, the contribution in kind must be expressly referred to as such and its precise value specified in the registration application and in the entry in the commercial register.

[289](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17775) 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)).

[290](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17799) 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. 597

1 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures.

2 Partners with unlimited liability who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.


A. Freedom of contract, reference to general partnership

Art. 598

1 The relationship between the partners is primarily determined by the partnership agreement.

2 Unless otherwise agreed, the provisions governing general partnerships apply subject to the modifications set out in the following provisions.


Division Three: Commercial Enterprises and the Cooperative278

Art. 599

The partnership’s affairs are managed by the partner or partners with unlimited liability.


Art. 600

1 A limited partner is by definition neither entitled nor obliged to manage the affairs of the partnership.

2 Nor is he entitled to object to actions taken by managing partners, providing these fall within the scope of the ordinary business activities of the partnership.

3 He has the right to request a copy of the profit and loss account and the balance sheet and to verify their accuracy by inspecting the partnership’s ledgers and other documents or have them verified by an impartial expert; in the event of dispute, the expert is appointed by the court.[291](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17877)

[291](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17877) Amended by No I 3 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)).


Art. 601

1 A limited partner’s participation in any loss is limited to the amount of his specific contribution.

2 In the absence of agreement on the limited partners’ share in profits and losses, it is determined by the court at its discretion.

3 Where the limited partner’s specific contribution is not fully paid up or has been subsequently reduced, he may receive the interest, profit and fees due to him only when his contribution has been fully paid in or reconstituted.


Art. 602

The partnership may acquire rights, assume obligations, and sue and be sued in its own name.


Art. 603

The partnership is represented by its general partner or partners in accordance with the rules governing general partnerships.


Art. 604

A partner with unlimited liability may be sued for a partnership debt only if the partnership has been dissolved or debt enforcement proceedings have been brought against it without success.


Art. 605

A limited partner conducting business on behalf of the partnership without stating expressly that he is acting as its registered attorney or commercial agent is liable to bona fide third parties for obligations resulting from such business as if he were a general partner.


Art. 606

Where the partnership has engaged in business prior to being entered in the commercial register, a limited partner is liable to bona fide third parties for obligations resulting from such business as if he were a general partner unless he can prove that the third parties were aware of the limits to his liability.


Art. 607292

[292](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17965) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).


Art. 608

1 A limited partner is liable to third parties in the amount of his specific contribution as entered in the commercial register.

2 Where he has stated a higher amount to third parties or the partnership has done so with his knowledge, he is liable up to such higher amount.

3 Creditors are at liberty to show that the value ascribed to contributions in kind did not correspond to their real value at the time they were made.


V. Reduction of limited partner’s specific contribution

Art. 609

1 Where by agreement with the other partners or by means of withdrawals a limited partner has reduced his specific contribution as entered in the commercial register or otherwise announced, such modification has no effect as against third parties until it has been entered in the commercial register and published.

2 For obligations contracted prior to such publication, the limited partner remains liable in the unmodified amount.


Art. 610

1 For the duration of the partnership, its creditors have no right of action against a limited partner.

2 If the partnership is dissolved, the creditors, liquidators and insolvency administrators may request that the limited partner’s specific contribution be allocated to the liquidation or insolvency assets to the extent that it has not been paid in or has been repaid to the limited partner.


Art. 611

1 Limited partners are entitled to interest and profit only where and to the extent that payment thereof does not result in a reduction of their specific contribution.

2 However, limited partners are required to repay interest and profit unlawfully received. Article 64 applies.[293](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18038)

[293](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18038) Amended by No I 3 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)).


Art. 612

1 A person joining a general or limited partnership as a limited partner is liable with his specific contribution for all partnership liabilities including those that were contracted prior to his accession.

2 Any agreement to the contrary between the partners is void as against third parties.


Art. 613

1 The personal creditors of a general partner or a limited partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims.

2 Enforcement proceedings brought by them are limited to the interest, profit and share in the proceeds of liquidation payable to their debtor and any fees due to him in his capacity as partner.


Art. 614

1 Where a partnership creditor is simultaneously the personal debtor of a limited partner, the creditor has no right to set off the two debts against each other unless the limited partner has unlimited liability.

2 In other respects, set off is subject to the provisions governing general partnerships.


Art. 615

1 The insolvency of the partnership does not result in the bankruptcy of the partners.

2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.


Art. 616

1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners.

2 Limited partners have no claim as creditors in insolvency for their specific capital contributions.


Art. 617

Where the partnership’s assets are insufficient to satisfy the partnership’s creditors, the latter are entitled to seek satisfaction for the entire remainder of their claims from the personal assets of each individual general partner in competition with that partner’s personal creditors.


Art. 618

In the event of the bankruptcy of a limited partner, neither the partnership’s creditors nor the partnership itself have preferential rights over his personal creditors.


Section Four: Dissolution, Liquidation, Prescription

Art. 619

1 The provisions governing general partnerships also apply to the dissolution and liquidation of limited partnerships and to the prescriptive periods applicable to claims against the partners.

2 Where a limited partner is declared bankrupt or his share in the proceeds of liquidation is attached, the provisions governing partners in general partnerships apply _mutatis mutandis_. However, the partnership is not dissolved by the death of a limited partner or his being made subject to a general deputyship.[294](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18153)

[294](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18153) Second sentence amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).


Twenty-Sixth title:295 The Company Limited by Shares

Art. 620296

1 The company limited by shares is a company in which one or more persons or commercial enterprises participate. It is liable for its obligations to the extent of the company’s assets.

2 The shareholders are required only to fulfil the duties specified in the articles of association.

3 A shareholder is any person who holds at least one share in the company.

[296](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18186) 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. 621297

1 The share capital amounts to at least 100,000 francs.

2 A share capital in the foreign currency required for business operations is also permitted. At the time of foundation, this must have a value equivalent to at least 100,000 francs. If the share capital is in a foreign currency, the accounts must be kept and financial reports must be filed in the same currency. The Federal Council shall specify which currencies are permitted.

3 The general meeting may resolve to change the currency of the share capital at the start of any financial year. In such an event, the board of directors shall amend the articles of association. It shall establish that the requirements of paragraph 2 have been met, and specify the exchange rate applied. The resolutions of the general meeting andof the board of directors must be done as a public deed.

[297](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18224) 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. 622

1 The shares may be either registered or bearer shares. They may be issued in the form of negotiable securities. The articles of association may stipulate that they may be issued as uncertificated or ledger-based securities in accordance with Article 973_c_ or 973_d_, or as intermediated securities in accordance with the Intermediated Securities Act (FISA) of 3 October 2008[298](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18274).[299](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18283)

1bis Bearer shares are permitted only if the company has equity securities listed on a stock exchange or if the bearer shares are organised as intermediated securities in accordance with the FISA and are deposited with a custodian in Switzerland designated by the company or entered in the main register.[300](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18301)

2 Shares of both types may exist at the same time in a ratio fixed by the articles of association.

2bis A company with bearer shares must arrange for an entry to be made in the Commercial Register as to whether it has equity securities listed on a stock exchange or its bearer shares are organised as intermediated securities.[301](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18332)

2ter If all the equity securities are delisted, the company must within six months either convert the existing bearer shares into registered shares or organise them as intermediated securities.[302](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18350)

3 Registered shares may be converted into bearer shares and bearer shares into registered shares.[303](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18368)

4 The shares shall have a nominal value that is greater than zero.[304](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18391)

5 If share certificates are issued, they must be signed by at least one member of the board of directors.[305](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18414)

[298](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18274) [SR **957.1**](eli/cc/2009/450/en)

[299](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18283) Amended by No I 1 of the FA of 25\. Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).

[300](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18301) 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 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)). Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).

[301](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18332) 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)).

[302](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18350) 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)).

[303](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18368) 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)).

[304](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18391) 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)).

[305](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18414) 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. 623

1 By amending the articles of association, the general meeting may divide the shares into shares with a lower nominal value or consolidate them into shares with a higher nominal value, provided the share capital[306](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18444) remains the same.

2 The consolidation of shares that are not listed on a stock exchange requires the consent of all the shareholders concerned.[307](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18463)

[306](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18444) Term in accordance with No II 1 of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). This amendment has been made throughout the Code.

[307](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18463) 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. 624

1 The shares may be issued only at their nominal value or at a price that is higher. This does not apply to the issue of new shares to replace cancelled shares.

2–3 ...[308](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18496)

[308](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18496) 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. 625309

[309](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18514) 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)).


D. Content of the articles of association prescribed by law310

Art. 626311

1 The articles of association must contain provisions concerning:

1.

the business name and seat of the company;

2.

the objects of the company;

 3.[312](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18593)

 the total share capital, its currency, and the extent to which it is paid up;

4.

the number, nominal value and types of shares;

 5\. and 6.[313](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18621)

...

 7.[314](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18646)

 the form of the company’s communications with its shareholders.

2 In a company whose shares are listed on a stock exchange, the articles of association must also contain provisions on:

1.

 the number of activities that the members of the board of directors, the executive board and the board of advisors may carry out in comparable positions in other undertakings with commercial objects;

2.

 the maximum term of the contracts that govern the remuneration of members of the board of directors, the executive board and the board of advisors, and the maximum notice of termination for unlimited contracts (Art. 735_b_);

3.

 the principles on the duties and responsibilities of the remuneration committee;

4.

 the details of the vote of the general meeting on the remuneration of the board of directors, the executive board and of the board of advisors.[315](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18688)

3 Other undertakings in terms of paragraph 2 number 1 do not include undertakings that are controlled by the company or that control the company.[316](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18711)

[311](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18563) 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)).

[312](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18593) 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)).

[313](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18621) 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)).

[314](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18646) 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)).

[315](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18688) 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)).

[316](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18711) 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. 627 and 628317

[317](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18737) 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. 629319

1 The company is founded when the founder members declare by public deed that they are forming a company limited by shares, lay down the articles of association therein and appoint the governing bodies.

2 In such deed of incorporation, the founder members shall subscribe for the shares and declare that:

1.

 all the shares are validly subscribed for;

2.

 that the promised capital contributions correspond to the full issue price;

3.

 the requirements for payment of capital contributions prescribed by law and the articles of association are met at the time that the deed of incorporation is signed;

4.

 there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.[320](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18832)

3 If the share capital is specified in a foreign currency or if contributions are made in a different currency from that of the share capital, the exchange rates applied must be indicated in the public deed.[321](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18857)

[319](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18789) 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)).

[320](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18832) 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)).

[321](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18857) 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. 630322

The share subscription is valid only where:

1.

 the number, nominal value, type, class and issue price of the shares are specified;

2.

 an unconditional commitment is given to pay up the capital corresponding to the issue price.

[322](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18882) 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. 631323

1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him or her and the founder members.

2 The following documents must be appended to the deed of incorporation:

1.

the articles of association;

2.

the incorporation report;

3.

the audit confirmation;

4.

 confirmation that the capital contributions have been deposited in cash;

5.

the agreements on contributions-in-kind;

 6.[324](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18962)

…

[323](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18915) 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)).

[324](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18962) 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. 632325

1 When the company is founded, capital equivalent to at least 20 per cent of the nominal value of each share must be paid up.

2 In all cases the capital contribution must be at least 50,000 francs.If the share capital is in a foreign currency, the contributions made at the time of foundation must have a value equivalent to at least 50,000 francs.[326](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19016)

[325](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18991) 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)).

[326](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19016) Second sentence 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. 633327

1 Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934[328](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19073) for the exclusive use of the company.

2 The bank may release the money only when the company has been entered in the commercial register.

3 Money contributions are payments in the currency of the share capital and payments in freely convertible currencies that are different from that of the share capital.

[327](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19045) 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)).

[328](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19073) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)


Art. 634329

1 The items forming a contribution in kind shall satisfy the contribution requirement only if the following requirements are met:

1.

 They may be entered as assets on the balance sheet.

2.

 They may be transferred to the company’s assets.

3.

 On the company being entered in the commercial register, the company immediately acquires ownership and may freely dispose of the items or, in the case of immovable property, receives an unconditional right to enter it in the land register.

4.

 Their value may be realised by transfer to a third party.

2 The contribution in kind must be agreed in writing. The contract must be done as a public deed if this is required for the transfer of the object.

3 A single public deed is sufficient even if immovable property situated in two or more cantons constitutes the contribution in kind. The deed must be done by a notary at the seat of the company.

4 The articles of association must indicate the items, their valuation and the name of the contributor and the shares that they have been issued and any other considerations provided by the company. The general meeting may repeal the related provisions of the articles of association after ten years.

[329](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19095) 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. 634a330

1 Shares may be paid up by offset with a claim.

2 Offset with a claim shall also satisfy the contribution requirement if the claim is no longer covered by assets.

3 The articles of association must indicate the amount of the claim being offset, the name of the shareholder and the shares that they have been issued. The general meeting may repeal the related provisions of the articles of association after ten years.

[330](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19150) 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. 634b331

1 The board of directors shall determine the rules governing subsequent contributions in respect of shares that are not fully paid-up.

2 Subsequent contributions may be made in money or in kind, by offset against a claim or by converting freely disposable equity capital.

[331](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19198) 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. 635332

The founder members shall draw up a written statutory report in which they give account of:

 1.[333](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19256)

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

2.

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

3.

 the reasons for and appropriateness of special privileges accorded to founder members or other persons.

[332](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19233) 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)).

[333](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19256) 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. 635a334

A licensed auditor shall verify the incorporation report and confirm in writing that it is complete and accurate.

[334](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19295) 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. 636335

If special privileges are granted on foundation to the founding members or other persons, the articles of association must indicate the names of the beneficiaries and the nature and value of the privilege granted.

[335](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19335) 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. 637–639336

[336](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19362) 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. 640338

The company must be entered in the commercial register at the place where it has its seat.

[338](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19407) 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. 641339

[339](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19437) Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).


Art. 642340

[340](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19459) 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)).


I. Time; Entry conditions not satisfied341

Art. 643

1 The company acquires legal personality only through entry in the commercial register.

2 It acquires legal personality thereby even if the conditions for such entry were in fact not satisfied.

3 However, where the law or the articles of association were contravened in the foundation of the company such that the interests of creditors or shareholders were substantially jeopardised or harmed, at the request of those creditors or shareholders the court may order that the company be dissolved. …[342](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19525)

4 The foregoing right of action prescribes if action is not brought within three months of publication in the Swiss Official Gazette of Commerce.

[342](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19525) Second sentence 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)).


II. Nullity of shares issued before registration343

Art. 644

1 Shares issued before the company is entered in the commercial register are void; obligations arising from the share subscription are unaffected thereby.[344](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e19582)

2 A person issuing shares prior to such entry is liable for all resultant losses.

[344](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19582) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


III. Obligations contracted prior to entry

Art. 645

1 A person acting in the name of the company prior to entry in the commercial register is liable personally and jointly and severally for his actions.

2 Where such obligations were incurred expressly in the name of the company to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are relieved of liability and only the company is liable.


Art. 646345

[345](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19621) 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)).


H. Amendment of the articles of association

Art. 647346

The resolution adopted by the general meeting or the board of directors concerning an amendment of the articles of association must be done as a public deed and entered in the commercial register.

[346](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19643) 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. 648 and 649347

[347](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19672) Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).


I. Increase and reduction in the share capital

Art. 650348

1 The general meeting may resolve to make an ordinary increase in share capital.

2 The resolution of the general meeting must be done as a public deed and contain the following information:

1.

 the nominal value or, if applicable, the maximum nominal value by which the share capital is to be increased;

2.

 the number or, if applicable, the nominal value and type of newly issued shares and preferential rights pertaining to specific classes of shares;

3.

 the issue price or the authority conferred on the board of directors to set the price, and the date on which the new shares entitle their holders to receive dividends;

4.

 in the case of contributions in kind: their nature and value, the name of the contributor and the shares issued in return and any other considerations provided by the company;

5.

 in the case of shares paid up by offset with a claim: the amount of the claim offset, the name of the creditor and the shares due to them;

6.

 the conversion of freely disposable equity capital;

7.

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

8.

 any restriction on the transferability of new registered shares;

9.

 any restrictions on or cancellation of the subscription right and the consequences if this right is not exercised or is withdrawn;

10.

 the conditions to be met when exercising contractual subscription rights.

3 An application to register the capital increase must be filed with the commercial register office within six months of the resolution of the general meeting, otherwise the resolution becomes invalid

[348](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19698) 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. 651349

[349](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19763) 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. 651a350

[350](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e19789) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).