Art. 735c

The following remuneration for current and former members of the board of directors, the executive board and the board of advisors or for their close associates is not permitted:

1.

 severance payments that are contractually agreed or provided for in the articles of association; remuneration that is due until the termination of the contracts does not constitute a severance payment;

2.

 compensation related to a ban on competition that exceeds the average remuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds;

3.

remuneration paid on conditions other than the customary market conditions connected with a previous activity as a corporate body of the company;

4.

 joining bonuses that do not compensate for a verifiable financial disadvantage;

5.

remuneration paid in advance;

6.

 commission paid for taking over or transferring undertakings or parts thereof;

7.

 loans, credit facilities, pension benefits other than occupational pensions and performance-related remuneration not provided for in principle in the articles of association;

8.

 the allocation of equity securities or conversion and option rights not provided for in principle in the articles of association.


Division Three: Commercial Enterprises and the Cooperative278

Twenty-Sixth title:295 The Company Limited by Shares

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

Art. 735d

Remuneration for members of the board of directors, the executive board and the board of advisors or their close associates for activities in undertakings controlled by the company is not permitted, provided the remuneration:

1.

 would not be permitted if it were paid directly by the company;

2.

 is not provided for in the articles of association of the company; or

3.

 has not been approved by the general meeting of the company.


Section Five: Dissolution of a Company Limited by Shares

Art. 736

1 The company shall be dissolved:

1.

 in accordance with the articles of association;

2.

 by resolution of the general meeting, to be recorded in a public deed;

3.

 by the commencement of insolvency proceedings;

 4.[619](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29360)

 by court judgment if shareholders together representing at least ten per cent of the share capital or the votes request its dissolution for good cause;

5.

in the other cases envisaged by law.

2 In the case of an action for dissolution for good cause, instead of dissolution, the court may order another appropriate solution that is acceptable to those concerned.[620](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29388)

[619](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29360) 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)).

[620](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29388) 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. 737621

1 The dissolution of a company must be entered in the commercial register.

2 Notice of dissolution by court judgment must be given by the court to the commercial register office immediately.

3 Notice of dissolution on other grounds must be given by the company to the commercial register office.

[621](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29413) 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. 738622

The dissolved company shall enter into liquidation, except in cases involving a merger, a split or the transfer of its assets to a public sector corporation.

[622](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29449) Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).


Art. 739

1 A company entering into liquidation shall retain its legal personality and its existing business name, albeit with the words “in liquidation” appended to it, until such time as its assets have been distributed among the shareholders.

2 As of the company’s entry into liquidation, the powers of its corporate bodies shall be limited to such actions as are necessary to carry out the liquidation but which by their nature may not be performed by the liquidators.


II. Appointment and dismissal of the liquidators

Art. 740

1 The liquidation shall be carried out by the board of directors, unless the articles of association or a resolution by the general meeting delegate it to other persons.

2 The board of directors shall notify the liquidators for entry in the commercial register, even where the liquidation is carried out by the board of directors.

3 At least one of the liquidators must be resident in Switzerland and authorised to represent the company.[624](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29518)

4 Where the company is dissolved by court judgment, the court shall appoint the liquidators.[625](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29541)

5 In the event of insolvency, the insolvency administrators shall carry out the liquidation in accordance with the provisions of insolvency law. The corporate bodies of the company shall retain their authority to represent the company only to the extent such representation is still necessary.

[624](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29518) 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)).

[625](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29541) 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. 741626

1 The general meeting may dismiss the liquidators it appointed at any time.

2 On application by a shareholder, the court may dismiss liquidators and appoint others as necessary for good cause.

[626](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29565) 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. 742

1 On taking up their office, the liquidators must draw up a balance sheet.

2 The creditors shall be informed of the dissolution of the company and requested to register their claims, by separate letter in the case of creditors identifiable from the accounting records or in some other manner, and by public announcement in the Swiss Official Gazette of Commerce as well as in the form envisaged in the articles of association in the case of unknown creditors and those whose address is not known.


Art. 743

1 The liquidators must wind up the current business, call in any still outstanding share capital, realise the company’s assets and perform its obligations, providing the balance sheet and the call to creditors do not indicate overindebtedness.

2 Where they ascertain that the company is overindebted, they must immediately notify the court; the latter then declares the commencement of insolvency proceedings.

3 The liquidators must represent the company in all transactions carried out for liquidation purposes and are entitled to conduct legal actions, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, to effect new transactions.

4 They may also dispose of assets by private sale, unless the general meeting has instructed otherwise.

5 Where the liquidation lasts for an extended period, they must draw up interim accounts every year.

6 The company is liable for any damage resulting from unauthorised acts by a liquidator in the exercise of his duties.


Art. 744

1 Where known creditors have failed to register their claims, the amount thereof must be deposited with the court.

2 Similarly, the amount of claims not yet due from the company and of disputed obligations of the company must be deposited with the court unless the creditors are furnished with security in an equivalent amount or the distribution of the company’s assets is suspended until such obligations have been performed.


Art. 745

1 Unless the articles of association provide otherwise, once the debts of the dissolved company have been discharged, its assets are distributed among the shareholders in proportion to the amounts they contributed and with due regard to the preferential rights attaching to specific classes of shares.[627](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29651)

2 The distribution may take place no sooner than one year after the day on which the call to creditors was made.[628](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29669)

3 Such distribution may take place after only three months where a licensed audit expert confirms that the debts have been redeemed and that in the circumstances it may safely be assumed that no third-party interests will be harmed.[629](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29692)

[627](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29651) 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)).

[628](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29669) 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)).

[629](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29692) 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)).


IV. Deletion from the commercial register

Art. 746

On completion of the liquidation process, the liquidators shall apply to the commercial register office for the deletion of the business name.


V. Retention of the share register, accounting records and register

Art. 747630

1 The share register, the accounting records and the register under Article 697_l_ and the underlying documents must be kept in a safe place for ten years following the deletion of the company. This place shall be decided by the liquidators or if they are unable to agree, by the commercial register office.

2 The share register and the register must be retained in such a manner that they can be accessed at any time in Switzerland.

[630](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29726) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).


Art. 748–750631

[631](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29758) Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).


II. Takeover by a public sector corporation

Art. 751

1 Where the assets of a company limited by shares are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general meeting it may be agreed that no liquidation take place.

2 The resolution of the general meeting must be made in accordance with the provisions governing dissolution and notified to the commercial register office.

3 On entry of the resolution in the commercial register, the transfer of the company’s assets and debts is complete and the company’s name must be deleted.


Art. 752632

[632](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29800) Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 ([AS **2019** 4417](eli/oc/2019/758/en);[BBl **2015** 8901](eli/fga/2015/2141/en)).


Art. 753633

Founder members, members of the board of directors and all persons involved in establishing the company are liable both to the company and to the individual shareholders and creditors for the losses arising where they:

 1.[634](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29845)

 wilfully or negligently conceal, disguise or give inaccurate or misleading information in the articles of association, an incorporation report or a capital increase report on contributions in kind or the granting of special privileges to shareholders and other persons, or otherwise act unlawfully in approving such a measure;

2.

 wilfully or negligently induce the entry of the company in the commercial register on the basis of a certificate or deed containing inaccurate information;

3.

 knowingly contribute to the acceptance of subscriptions from insolvent persons.

[633](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29822) 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)).

[634](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29845) 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. Liability for administration, business management and liquidation

Art. 754635

1 The members of the board of directors and all persons engaged in the business management or liquidation of the company are liable both to the company and to the individual shareholders and creditors for any losses or damage arising from any intentional or negligent breach of their duties.

2 A person who, as authorised, delegates the performance of a task to another governing officer is liable for any losses caused by such officer unless he can prove that he acted with all due diligence when selecting, instructing and supervising him.

[635](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29878) 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. 755636

All persons engaged in auditing the annual and consolidated accounts, the company’s foundation, a capital increase or a capital reduction are liable both to the company and to the individual shareholders and creditors for the losses arising from any intentional or negligent breach of their duties.

2 If the audit is conducted by a public audit office or by one of its employees, the relevant public authority is liable. Legal action against persons involved in the audit is governed by public law.[637](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29928)

[636](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29906) 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)).

[637](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29928) Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), 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. 756638

1 In addition to the company, the individual shareholders are also entitled to sue for any losses caused to the company. The shareholder’s claim is for performance to the company.

2 The general meeting may resolve that the company raise the action. It may instruct the board of directors or a representative to conduct the proceedings.[639](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29978)

[638](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29955) 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)).

[639](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29978) 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. 757640

1 In the event of the bankruptcy of the damaged company, its creditors are entitled to request that the company be compensated for the losses suffered. However, in the first instance the insolvency administrators may assert the claims of the shareholders and the company’s creditors.

2 Where the insolvency administrators waive their right to assert such claims, any shareholder or creditor shall be entitled to bring them. The proceeds shall first be used to satisfy the claims of the litigant creditors in accordance with the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[641](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30026). Any surplus shall be divided among the litigant shareholders in proportion to their equity participation in the company; the remainder shall be added to the insolvent’s estate.

3 The assignment of claims held by the company in accordance with Article 260 of the Debt Collection and Bankruptcy Act of 11 April 1889 is reserved.

4 In assessing the damage to the company, the claims of the company’s creditors that have been subordinated to those of all other creditors shall not be included.[642](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30043)

[640](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30003) 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)).

[641](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30026) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)

[642](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30043) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


III. Effect of the resolution of release

Art. 758643

1 The resolution of release adopted by the general meeting shall be effective only for disclosed facts and only as against the company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution.

2 The right of action of the other shareholders shall lapse twelve months after the resolution of release. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.[644](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30091)

[643](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30068) 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)).

[644](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30091) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


C. Joint and several liability and recourse

Art. 759645

1 Where two or more persons are liable for the losses, each is jointly and severally liable with the others to the extent that the damage is personally attributable to him or her on account of his or her own fault and the circumstances.

2 The claimant may bring action against several persons jointly for the total losses and request that the court determine the liability of each individual defendant in the same proceedings.

3 The right of recourse among several defendants shall be determined by the court with due regard to all the circumstances.

[645](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30116) 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. 760646

1 The claim for damages against any person held liable pursuant to the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased.This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.[647](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30170)

2 If the person liable has committed a criminal offence through their harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given.

[646](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30147) Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 ([AS **2018** 5343](eli/oc/2018/807/en);[BBl **2014** 235](eli/fga/2014/65/en)).

[647](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30170) 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. 761648

[648](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30196) Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 ([AS **2000** 2355](eli/oc/2000/374/en);[BBl **1999** III 2829](eli/fga/1999/1%5F2829%5F2591%5F2427/en)).


Section Seven: Involvement of Public Sector Corporations

Art. 762

1 Where public sector corporations such as the Confederation, or a canton, district or commune have a public interest in a company limited by shares, the articles of association of the company may grant that corporation the right to appoint representatives to the board of directors or the external auditors, even if it is not a shareholder.[649](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30226)

2 In such companies and in public-private enterprises in which a public sector corporation participates as a shareholder, only the public sector corporation has the right to dismiss the representatives it appointed to the board of directors and the external auditors.[650](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30244)

3 The members of the board of directors and external auditors appointed by a public sector corporation have the same rights and duties as those elected by the general meeting.[651](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30262)

4 The public sector corporation is liable to the company, shareholders and creditors for the actions of the members of the board of directors and external auditors it appoints, subject to rights of recourse under federal and cantonal law.

5 The right of public sector corporations to appoint or remove representatives on the board of directors also applies to companies whose shares are listed on a stock exchange.[652](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30283)

[649](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30226) 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)).

[650](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30244) Term in accordance with No II 2 of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). This amendment has been taken into account throughout the Code.

[651](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30262) 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)).

[652](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30283) 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)).


Section Eight: Exclusion of Application of the Code to Public-Sector Entities

Art. 763

1 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation and partly administered by the public authorities, such as banks, insurance or electricity companies, even if their capital is entirely or partly divided into shares and was raised with the help of private individuals, providing the canton assumes secondary liability for the obligations of such companies and entities.

2 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation prior to 1 January 1883 and partly administered by the public authorities even if the canton does not assume secondary liability for their obligations.


Title Twenty-Seven: The Partnership limited by Shares

Art. 764

1 A partnership limited by shares is a partnership whose capital is divided into shares and in which one or more partners have unlimited joint and several liability to its creditors in the same manner as partners in a general partnership.

2 Unless otherwise provided, the provisions governing companies limited by shares apply to partnerships limited by shares.

3 Where the capital of a partnership limited by shares is not divided into shares but into portions which merely define the degree of participation of two or more limited partners, the provisions governing limited partnerships apply.


Art. 765

1 The partners with unlimited liability constitute the directors of the partnership limited by shares. They are responsible for business management and representation. They must be named in the articles of association.

2 …[653](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30355)

3 Any changes to the body of partners with unlimited liability require the consent of the existing partners and the amendment of the articles of association.

[653](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30355) 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)).


II. Approval of resolutions of the general meeting

Art. 766

Resolutions of the general meeting concerning modification of the partnership’s purpose, extension or curtailment of its areas of business and continuation of the partnership beyond the duration specified in the articles of association require the consent of the directors.


III. Withdrawal of authority to manage business and represent the partnership

Art. 767

1 Authority to manage business and represent the partnership may be withdrawn from directors on the same conditions as apply to general partnerships.

2 If removed, a director no longer has unlimited liability for the future obligations of the partnership.


Art. 768

1 Responsibility for monitoring and continuous supervision of the management of the partnership’s business is allocated to a supervisory board, to which the articles of association may allocate further responsibilities.

2 The partnership’s directors have no right to vote on the appointment of the supervisory board.

3 The particulars of the members of the supervisory board must be entered in the commercial register.


Art. 769

1 On behalf of the partnership, the supervisory board may hold the directors to account and take action against them before the courts.

2 In the event of malicious conduct by the directors, the supervisory board is entitled to take legal action against them even if this is contradictory to a resolution of the general meeting.


Art. 770

1 The partnership is terminated by the departure, death, incapacity or bankruptcy of all the partners with unlimited liability.

2 In other respects, dissolution of the partnership limited by shares is governed by the same provisions as apply to the dissolution of companies limited by shares; however, it may be dissolved by resolution of the general meeting before the date set in the articles of association only with the consent of the directors.

3 …[654](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30447)

[654](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30447) Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).


Art. 771

1 A partner with unlimited liability has the same right to resign as a partner in a general partnership.

2 Where one of two or more partners with unlimited liability exercises his right to resign, unless the articles of association provide otherwise the partnership is continued by the others.


Title Twenty-Eight:655 The Limited Liability Company

Art. 772

1 A limited liability company is a company with separate legal personality in which one or more persons or commercial enterprises participate. Its nominal capital is specified in the articles of association. It is liable for its obligations to the extent of the company assets.

2 Each company member participates in the nominal capital by making at least one capital contribution. The articles of association may stipulate obligations to make additional financial and material contributions.


Division Three: Commercial Enterprises and the Cooperative278

Art. 773656

1 The nominal capital shall amount to at least 20,000 francs.

2 A nominal capital in the foreign currency required for business operations is also permitted. The provisions of the law on companies limited by shares on share capital in a foreign currency apply _mutatis mutandis_.

[656](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30524) 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. 774

1 The capital contributions shall have a nominal value that is greater than zero.[657](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30570)

2 Capital contributions must be paid up to at least their nominal value.

[657](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30570) 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. 774a

The articles of association may provide for the creation of profit-sharing certificates; the corresponding provisions for companies limited by shares apply.


Art. 775658

[658](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30608) 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. 776

The articles of association must contain provisions on:

1.

the business name and seat of the company;

2.

the objects of the company;

3.

 the amount of nominal capital and of the number and nominal value of the capital contributions;

 4.[659](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30654)

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

[659](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30654) 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. 776a660

[660](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30682) 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. 777

1 The company is founded when the founder members declare in public deed that they are founding a limited liability company, lay down the articles of association and appoint the corporate bodies.

2 In the deed of incorporation, the founder members shall subscribe for the capital contributions and state that:

1.

 all capital contributions are validly subscribed for;

2.

 the capital contributions correspond to their total issue price;

 3.[661](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30729)

 the statutory requirements and requirements of the articles of association for the payment of the capital contributions are met at the time of signature of the deed of incorporation;

4.

 they accept the obligations in terms of the articles of association to make additional financial or material contributions;

 5.[662](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30757)

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

[661](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30729) 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)).

[662](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30757) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law) ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/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)).


II. Subscription for capital contributions

Art. 777a

1 In order to be valid, the subscription deed for the capital contributions must indicate the number, nominal value and issue price as well as the class of capital contribution if applicable.

2 In the subscription deed, reference must be made to the provisions of the articles of association on:

1.

 obligations to make additional financial contributions;

2.

 obligations to make further material contributions;

3.

 prohibition of competition clauses applicable to company members;

4.

 first option, pre-emption and purchase rights of company members or the company;

5.

contractual penalties.


Art. 777b

1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him 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.[663](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30853)

…

[663](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30853) 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. 777c

1 On foundation, a cash deposit corresponding to the full issue price must be made for each capital contribution.

2 In addition, the provisions on companies limited by shares apply to:

 1.[664](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30893)

 the specification of contributions in kind, instances of offsetting and the special privileges in the articles of association;

 2.[665](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30918)

…

3.

 the payment and audit of capital contributions.

[664](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30893) 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)).

[665](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30918) 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. 778

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


Art. 778a666

[666](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30960) 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. 779

1 The company shall acquire legal personality through entry in the commercial register.

2 It shall also acquire legal personality even if the requirements for registration are not in fact fulfilled.

3 Where the requirements of the law or the articles of association are not fulfilled on foundation and if the interests of creditors or company members are substantially jeopardised or harmed thereby, the court may order the dissolution of the company at the request of a creditor or member.

4 The right to take legal action shall lapse three months after notice is published of the foundation of the company in the Swiss Official Gazette of Commerce.


II. Obligations entered into before registration

Art. 779a

1 Persons who act on behalf of the company before it is entered in the commercial register are personally and jointly and severally liable for their acts.

2 Where the company accepts obligations within three months of its registration that were expressly entered into in its name, the persons so acting are relieved of liability and only the company is liable.


K. Amendment of the articles of association

Art. 780667

The resolution of the members’ general meeting or the managing directors on an amendment to the articles of association must be done as a public deed and entered in the commercial register.

[667](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31017) 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. 781

1 The members’ general meeting may resolve to increase the nominal capital.

2 The implementation of the resolution is the responsibility of the managing directors.

3 Subscription and the capital contributions are governed by the regulations on the foundation of the company. The reference to rights and obligations under the articles of association is not required if the subscriber is already a member. The relevant regulations on increasing the capital of a company limited by shares also apply to the subscription form. A public invitation to subscribe to the capital contributions is not permitted.[668](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31058)

4 An application to register the increase in the nominal capital must be filed with the commercial register office within six months of the resolution of the members’ general meeting, otherwise the resolution becomes invalid.[669](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31076)

5 In addition, the corresponding provisions on an ordinary increase in capital for a company limited by shares apply to:

1.

 the form and content of the resolution of the members' general meeting;

2.

the subscription rights of company members;

3.

 an increase in the company capital from equity capital;

4.

 the report on the increase in capital and the audit confirmation;

5.

 the amendment of the articles of association and the declarations made by the managing directors;

6.

 the registration of the increase in nominal capital in the commercial register and the nullity of official documents issued previously.

[668](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31058) Amended 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)).

[669](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31076) 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. 782

1 The members’ general meeting may resolve to reduce the nominal capital.

2 The nominal capital may be reduced to less than 20 000 francs provided it is at the same time increased again at least to this amount.[670](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31131)

3 In order to eliminate a deficit balance caused by losses, the nominal capital may be reduced only if the company members have paid the additional financial contributions provided for in the articles of association in full.

4 In addition, the relevant regulations on the reduction of the capital of a company limited by shares apply.

[670](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31131) 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)).


N. Acquisition of own capital contributions

Art. 783

1 A company may acquire its own capital contributions only if freely disposable equity capital of a value equivalent to the required funds is available and the total nominal value of these capital contributions does not exceed ten per cent of the nominal capital.

2 Where capital contributions are acquired in connection with a restriction on transfer or the departure or exclusion of a member, the maximum amount that may be acquired is 35 per cent. The capital contributions in excess of 10 per cent of the nominal capital must be sold within two years or cancelled by means of a reduction in capital.

3 Where the capital contributions that are to be acquired are tied to an obligation to make additional financial or material contributions, this must be cancelled before acquisition.

4 In addition, the relevant regulations on the acquisition by a company limited by shares of its own shares apply to the acquisition by a limited liability company of its own capital contributions.


Section Two: Rights and Obligations of Company Members

Art. 784

1 Where an official document is issued in respect of capital contributions, this may only take the form of a document in proof or registered security.

2 The official document must bear the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution.


Art. 785

1 The assignment of a capital contribution as well as an obligation to assign must be done in writing.

2 The contract of assignment must contain the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution, unless the acquirer is already a member.[671](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31210)

[671](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31210) Amended 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. 786

1 An assignment of a capital contribution requires the consent of the members’ general meeting. The members’ general meeting may refuse consent without stating its reasons.

2 The articles of association made deviate from the foregoing by:

1.

 waiving the requirement of consent to the assignment;

2.

 stating the grounds justifying refusal of consent to the assignment;

3.

 providing that consent to the assignment may be refused if the company offers to acquire the capital contribution from the seller at its true value;

4.

prohibiting any assignment;

5.

 providing that consent to the assignment may be refused if there is doubt that obligations under the articles of association to make additional financial or material contributions will be fulfilled and security requested by the company is not provided.

3 Where the articles of association prohibit assignment or the members' general meeting refuses to consent to the assignment, the right to resign for good cause is reserved.


Art. 787

1 Where the consent of the members’ general meeting is required for the assignment of capital contributions, assignment becomes legally effective only when this consent is granted.

2 If the members’ general meeting fails to refuse consent to the assignment within six months of its receipt, consent is deemed to have been granted.


Art. 788

1 Where capital contributions are acquired through inheritance, distribution of an estate, matrimonial property law or enforcement proceedings, all related rights and obligations shall be transferred to the acquirer without requiring the consent of the members’ general meeting.

2 In order to exercise right to vote and related rights, however, the acquirer shall require the recognition of the members’ general meeting as a company member who is eligible to vote.

3 The members’ general meeting may refuse such recognition only if the company offers to acquire the capital contributions from the acquirer at their true value. The offer may be made for the company's own account or for the account of other company members or third parties. Unless the acquirer rejects the offer within a month of receiving notice of the true value, the offer is deemed to be accepted.

4 Unless the members’ general meeting rejects the request for recognition within six months of its receipt, recognition is deemed to be granted.

5 The articles of association may waive the requirement of recognition.


Art. 789

1 If the law or the articles of association stipulate that the true value of the capital contributions should be determined, the parties may request the court to make the valuation.

2 The court shall allocate the costs of the proceedings and the valuation at its discretion.


Art. 789a

1 The creation of a usufruct over capital contributions is governed by the regulations on the transfer of capital contributions.

2 If the articles of association prohibit assignment, then the creation of a usufruct over capital contributions is also prohibited.


Art. 789b

1 The articles of association may provide that the creation of a charge over capital contributions requires the consent of the members’ general meeting. This may refuse its consent only for good cause.

2 If the articles of association prohibit assignment, then the creation of a charge over capital contributions is also prohibited.


Art. 790

1 The company shall keep a register of capital contributions. It must be kept in such a manner that it can be accessed at any time in Switzerland.[672](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31345)

2 The following information must be entered in the register of contributions:

1.

 the names and addresses of the company members;

2.

 the number, the nominal value and, if applicable, the class of the capital contributions of each company member;

3.

the names and addresses of usufructuaries;

4.

 the names and addresses of charge creditors.

3 Company members not entitled to exercise the right to vote and related rights must be specifically indicated as company members without the right to vote.

4 Company members have the right to inspect the register of contributions.

5 The documents on which an entry is based must be retained for ten years following the deletion of the person concerned from the register of capital contributions.[673](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31385)

[672](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31345) Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).

[673](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31385) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).


IIIbis. Notice of the beneficial owner of the capital contributions

Art. 790a674

1 Any person who alone or by agreement with third parties acquires capital contributions and thus reaches or exceeds the threshold of 25 per cent of the nominal capital or rights to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner).

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

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

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

5 The provisions of the law on companies limited by shares relating to the register of beneficial owners (Art. 697_l_) and the consequences of failing to comply with the obligations to give notice (Art. 697_m_) apply mutatis mutandis.

[674](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31409) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1\. Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).


Art. 791675

The company members, together with the number and the nominal value of their capital contributions must be entered in the commercial register.

[675](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31460) 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. 792

Where a capital contribution has two or more holders:

1.

 they must designate one person as their representative; they may exercise the rights conferred by the capital contribution only through this person;

2.

 they are jointly and severally liable in respect of obligations to make additional financial and material contributions.


Art. 793

1 The company members are obliged to make a payment corresponding to the issue price of their capital contributions.

2 The payments may not be refunded.


Art. 794

The company is liable for its obligations to the extent of the company assets only.


Art. 795

1 The articles of association may require the company members to make additional capital contributions.

2 If the articles of association provide for an obligation to make additional financial contributions, they must stipulate the amount of additional capital that may be required to be paid for each capital contribution. This may not exceed twice the nominal value of the capital contribution.

3 The company members are liable only to the extent of the additional financial contributions to be made on their own capital contributions.


2. Call for additional financial contributions

Art. 795a

1 Additional financial contributions shall be called in by the managing directors.

2 They may be called in only if:

1.

 the sum of the nominal capital and statutory reserves is no longer covered;

2.

 the company is unable to continue its business affairs in the proper manner without the additional funds;

3.

 the company requires equity capital for reasons specified in the articles of association.

3 Additional financial contributions shall become due for payment if the company is declared bankrupt.


Art. 795b

Additional financial contributions may only be refunded in full or in part if the amount is covered by freely disposable equity capital and a licensed audit expert confirms the same in writing.


Art. 795c

1 An obligation under the articles of association to make additional financial contributions may be reduced or abolished only if the nominal capital and the statutory reserves are fully covered.

2 The relevant regulations on the reduction of the nominal capital apply.


Art. 795d

1 Company members who resign from the company remain subject to the obligation to make additional financial contributions for three further years subject to the following restrictions. The time of resignation is determined by the entry in the commercial register.

2 Company members who have been excluded must only make additional financial contributions if the company is declared bankrupt.

3 Their obligation to make additional financial contributions shall lapse insofar as it has been fulfilled by a legal successor.

4 The extent of the obligation of company members who have resigned to make additional financial contributions may not be increased.


Art. 796

1 The articles of association may require company members to make further material contributions.

2 They may require further material contributions only if this serves the objects of the company, the maintenance of its independence or the preservation of the composition of the groups of company members.

3 The object and extent and other essential points according to circumstances of any obligation to make further material contributions related to a capital contribution must be specified in the articles of association. Reference may be made to the regulations of the members' general meeting for more precise details.

4 Obligations under the articles of association to pay money or provide other assets are subject to the provisions on additional financial contributions if no appropriate consideration is provided for and the call for additional contributions serves to cover equity capital requirements.


Art. 797

The retrospective introduction or amendment of obligations to make additional financial or material contributions under the articles of association requires the consent of all the company members concerned.


Art. 797a676

The provisions of the law on companies limited by shares on the arbitral tribunal apply_mutatis mutandis_.

[676](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31647) 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)).


E. Dividends, interest, shares of profits paid to board members

Art. 798677

The provisions of the law on companies limited by shares on dividends, interim dividends, interest before commencement of operations and shares of profits paid to board members apply _mutatis mutandis_.

[677](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31678) 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. 798a and 798b678

[678](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31711) 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. 799

The provisions of the law on companies limited by shares on preference shares apply _mutatis mutandis_ to preferential capital contributions.


Art. 800

The corresponding provisions of the law on companies limited by shares apply to the refund of payments made by the company to company members, managing directors and persons closely related thereto.


Art. 801679

The relevant provisions of the law on companies limited by shares apply to the reserves.

[679](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31759) 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. 801a

1 The annual report and the audit report must be sent to company members at the latest together with the invitation to the annual members’ general meeting.

2 The company members may request that they be sent the version of the annual report that they have approved after members' general meeting.


K. Right to information and of inspection

Art. 802

1 Any company member may request the managing directors to provide information on any company matter.

2 Unless the company has an external auditor, company members have unrestricted access to the company ledgers and files.[680](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31806) If the company has an external auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated.

3 If there is a risk that a company member may use the information obtained for non-company purposes that may be detrimental to the company, the managing directors may refuse to provide information and allow access to the extent required; if the company member so requests, the members’ general meeting decides on the matter.

4 If the members’ general meeting refuses to provide information or allow access without justification, the court may issue the relevant order at the request of the company member.

[680](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31806) 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)).


L. Duty of loyalty and prohibition of competition

Art. 803

1 Company members are obliged to safeguard business secrets.

2 They must refrain from doing anything detrimental to the interests of the company. In particular, they may not carry on business that brings them a special advantage but which adversely affects the objects of the company. The articles of association may provide that company members be prohibited from carrying on any activities in competition with the company.

3 The company members may carry on any activities that are contrary to the duty of loyalty or a prohibition of competition provided all the other company members consent in writing. The articles of association may provide that the consent of the members' general meeting be required instead.

4 The special regulations on prohibition of competition clauses applicable to managing directors are reserved.


Section Three: Organisation of the Company

Art. 804

1 The supreme governing body of the company is the members’ general meeting.

2 The members’ general meeting has the following inalienable powers:

1.

to amend the articles of association;

2.

 to appoint and the remove the managing directors;

 3.[681](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31879)

 to appoint and remove the members of the external auditor;

 4.[682](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31905)

 to approve the management report and the consolidated accounts;

5.

 to approve the annual accounts and the resolution on the allocation of the balance sheet profit, and in particular to set the dividend and the shares of profits paid to managing directors;

 5bis.[683](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31930)

 to pass resolutions on repaying capital reserves;

6.

 to determine the fees paid to managing directors;

7.

to discharge the managing directors;

8.

 to consent to the assignment of capital contributions or to recognise company members as having the right to vote;

9.

 to consent to the creation of a charge over capital contributions where the articles of association so provide;

10.

 to pass resolutions on the exercise under the articles of association of rights of first option, pre-emption or purchase;

11.

 to authorise the managing director to acquire the company's own capital contributions for the company or to approve such an acquisition;

12.

 to issue detailed regulations on obligations to make additional material contributions where the articles of association make reference to such regulations;

13.

 to consent to the activities of the managing directors or company members that are contrary to the duty of loyalty or the prohibition of competition, where the articles of association waive the requirement of the consent of all company members;

14.

 to decide on whether an application should be made to the court to exclude a company member for good cause;

15.

 to exclude a company member on grounds provided for in the articles of association;

16.

to dissolve the company;

17.

 to approve transactions carried out by the managing directors that require the consent of the members’ general meeting under the articles of association;

18.

 to decide on matters that are reserved to the members’ general meeting by law or by the articles of association or which are placed before it by the managing directors.

3 The members’ general meeting appoints the managers, the authorised signatories and authorised officers. The articles of association may also grant these powers to the managing directors.

[681](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31879) 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)).

[682](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31905) 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)).

[683](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31930) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


II. Convening and conduct of the meeting

Art. 805

1 The members’ general meeting is convened by the managing directors, or if necessary by the external auditors. The liquidators also have the right to convene a members' general meeting.

2 The annual meeting is held every year within six months of the end of the financial year. Extraordinary meetings are convened in accordance with the articles of association or as required.

3 The members’ general meeting must be convened 20 days at the latest before the date of the meeting. The articles of association may extend this period or reduce it to no less than ten days. The possibility of a universal meeting is reserved.

4 …[684](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32014)

5 In addition, the provisions of the law on companies limited by shares relating to the general meeting apply mutatis mutandis to:

1.

convening the meeting;

 2.[685](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32044)

 the right of company members to convene a meeting and table agenda items and motions;

 2bis.[686](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32071)

the venue and the use of electronic means;

3.

the business to be discussed;

4.

motions;

 5.[687](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32102)

universal meetings and consent to a motion;

6.

preparatory measures;

7.

the minutes;

8.

the representation of company members;

9.

the participation of unauthorised persons.

[684](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32014) 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)).

[685](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32044) 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)).

[686](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32071) 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)).

[687](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32102) 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. 806

1 The right to vote of company members shall be determined by the nominal value of their capital contributions. Each company member shall have at least one vote. The articles of association may limit the number of votes allocated to the owner of several capital contributions.

2 The articles of association may specify that right to vote are not dependent on nominal value with the result that each capital contribution carries one vote. In this case, the capital contributions with the lowest nominal value must be worth at least one tenth of the nominal value of the other capital contributions.

3 The determination of the right to vote according to the number of capital contributions does not apply to:

1.

 the appointment of the members of the external auditor;

2.

 the appointment of experts to inspect management practices or individual parts thereof;

3.

 the resolution on raising a liability action.


Art. 806a

1 In the case of resolutions on the discharge of the managing directors, persons who have participated in management in any way are not permitted to vote.

2 In the case of resolutions on the acquisition of its own capital contribution by the company, company members who are relinquishing their capital contributions are not permitted to vote.

3 In the case of resolutions on consenting to activities of a company member that are contrary to the duty of loyalty or the prohibition of competition, the person concerned is not permitted to vote.


Art. 806b

In the case of a usufruct over a capital contribution, the usufructuary has the right to vote and related rights. He is liable to the owner in damages if he fails to give due consideration to the interests of the owner when exercising his rights.


Art. 807

1 The articles of association may grant company members a right of veto over certain resolutions of the members’ general meeting. They must the detail the decisions to which the right of veto applies.

2 The retrospective introduction of a right of veto requires the consent of all company members.

3 The right of veto may not be transferred.


Art. 808

The members’ general meeting shall pass resolutions and conduct its elections by an absolute majority of the votes represented, unless the law or articles of association provide otherwise.


Art. 808a

The chair of the members’ general meeting shall have the casting vote. The articles of association may provide otherwise.


Art. 808b

1 A resolution of the members’ general meeting passed by a majority of at least two thirds of the votes represented and an absolute majority of the entire nominal capital in respect of which a right to vote may be exercised is required in the case of:

1.

amending the objects of the company;

2.

 introducing capital contributions with preferential right to vote;

3.

 increasing or easing the restrictions on or the prohibition of the transferability of capital contributions;

4.

 consenting to the assignment of capital contributions or recognition as a company member who is entitled to vote;

5.

increasing the nominal capital;

6.

 restricting or revoking subscription rights;

 6bis.[688](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32263)

changing the currency of the nominal capital;

7.

 consenting to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition;

8.

 applying to the court to exclude a company member for good cause;

9.

 excluding a company member on the grounds specified in the articles of association planned;

10.

relocating the seat of the company;

 10bis.[689](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32305) introducing an arbitration clause into the articles of association;

11.

dissolving the company.

2 Provisions of the articles of association stipulating larger majorities than those required by law for certain resolutions may only be introduced, amended or repealed if approved by the required majority.[690](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32332)

[688](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32263) 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)).

[689](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32305) 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)).

[690](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32332) 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)).


VI. Contesting resolutions of the members' general meeting

Art. 808c

The relevant provisions on companies limited by shares apply to the contesting of resolutions of the members’ general meeting.


I. Designation the managing director and organisation

Art. 809

1 The company members are jointly responsible for the management of the company. The articles of association may adopt alternative provisions on management.

2 Only natural persons may be appointed as managing directors. Where a legal entity or a commercial enterprise is a participant in the company, if applicable it shall appoint a natural person to exercise this function in its stead. The articles of association may require the consent of the members' general meeting for this.

3 Where a company has two or more managing directors, the members' general meeting must appoint a chair.

4 Where a company has two or more managing directors, they decide by a majority of the votes cast. The chair has the casting vote. The articles of association may adopt alternative provisions on decision making by the managing directors.


Art. 810

1 The managing directors shall be responsible for all matters not assigned by law or the articles of association to the members’ general meeting.

2 Subject to the reservation of the following provisions, the managing directors shall have the following inalienable and irrevocable duties:

1.

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

2.

 determining the organisation in accordance with the law and the articles of association;

3.

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

4.

 supervising of the persons who are delegated management responsibilities, in particular with regard to compliance with the law, articles of association, regulations and directives;

 5.[691](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32412)

preparing the annual report;

6.

 preparing for the members’ general meeting and implementing its resolutions;

 7.[692](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32440)

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

3 The chair of the executive board or if applicable the sole managing director has the following duties:

1.

 to convene and chair the members’ general meeting;

2.

 to issue communications to the company members;

3.

 to ensure the required notifications are made to the commercial register.

[691](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32412) 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)).

[692](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32440) 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. Approval by the members' general meeting

Art. 811

1 The articles of association may provide that the managing directors:

1.

 submit certain decisions to the members' general meeting for approval;

2.

 may submit individual matters to the members' general meeting for approval.

2 Approval by the members’ general meeting does not restrict the liability of the managing directors.


Title Twenty-Eight:655 The Limited Liability Company

IV. Duty of care and of loyalty; prohibition of competition

Art. 812

1 The managing directors and third parties who are involved in management must carry out their duties with all due care and safeguard the interests of the company in good faith.

2 They are subject to the same duty of loyalty as the company members.

3 They may not carry on any activities in competition with the company unless the articles of association provide otherwise or all other company members consent to the activity in writing. The articles of association may provide that the consent of the members’ general meeting be required.


Division Three: Commercial Enterprises and the Cooperative278

Art. 813

The managing directors and third parties who are involved in management must treat company members equally under the same circumstances.


Art. 814

1 Each managing director has the right to represent the company.

2 The articles of association may adopt alternative provisions on representation, but at least one managing director must be authorised to represent the company. The articles of association may refer to regulations that set out the details.

3 The company must be able to be represented by a person who is resident in Switzerland. This person must be a managing director or a manager. They must have access to the register of capital contributions and to the register of beneficial owners under Article 697_l_.[693](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32543)

4 The relevant provisions on companies limited by shares apply to the extent of and restrictions on the right to act as a representative and to contracts between the company and the person that is representing it.

5 The persons authorised to represent the company must sign on its behalf by appending their signature to the business name.

6 …[694](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32567)

[693](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32543) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).

[694](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32567) 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)).


VII. Removal of managing directors; Revocation of the right to represent the company

Art. 815

1 The members’ general meeting may remove managing directors that it has appointed at any time.

2 Any company member may request the court to revoke or restrict the right of a managing director to manage or represent the company where there is good cause, and in particular if the person concerned has seriously breached his obligations or is no longer able to manage the company competently.

3 The managing directors may at any time suspend managers, authorised signatories or authorised officers in their capacity.

4 If these persons have been appointed by the members’ general meeting, a members’ general meeting must be convened without delay.

5 Claims for compensation made by persons who have been removed or suspended are reserved.


Art. 816

Decisions made by the managing directors are subject_mutatis mutandis_ to the same grounds for nullity as resolutions of the general meeting of a company limited by shares.


Art. 817

The company is liable for losses or damage caused by unauthorised acts carried out in the exercise of his business activities by a person authorised to manage or represent the company.


Art. 818

1 The relevant provisions on companies limited by shares apply to the external auditor.

2 A company member subject to an obligation to make additional financial contributions may request an ordinary audit of the annual accounts.


D. Defects in the Organisation of the Company

Art. 819

The relevant provisions on companies limited by shares apply to defects in the organisation the company.


E. Imminent insolvency, loss of capital and overindebtedness

Art. 820695

The provisions of the law on companies limited by shares on imminent insolvency, loss of capital, overindebtedness and the revaluation of immovable property and participations apply_mutatis mutandis_.

[695](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32656) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


Section Four: Dissolution and Resignation

Art. 821

1 A limited liability company must be dissolved:

1.

 if ground for dissolution stated in the articles of association applies;

2.

 if the members’ general meeting so resolves;

3.

if bankruptcy proceedings are commenced;

4.

in the other cases provided for by the law.

2 If the members’ general meeting resolves to dissolve the company, the resolution must be done as a public deed.

3 Any company member may request the court to dissolve the company for good cause. Instead of dissolution, the court may opt for an alternative solution that is appropriate and reasonable for the persons concerned, such as the payment of a financial settlement to the company member requesting dissolution commensurate with the true value of his capital contribution.


Art. 821a

1 The relevant provisions on companies limited by shares apply_mutatis mutandis_ to the consequences of dissolution.

2 The dissolution of a company must be entered in the commercial register. Where dissolution is ordered by the court, the court must notify the commercial register without delay. Where dissolution is on other grounds, the company must notify the Commercial Register.


Art. 822

1 A company member may apply to the court to for leave to resign for good cause.

2 The articles of association may grant company members the right to resign and make this subject to certain conditions.


Art. 822a

1 Where a company member files an action for leave to resign for good cause or a company member tenders his resignation based on a right of resignation under the articles of association, the managing directors must notify the other company members without delay.

2 If other company members within three months of receipt of such notice file an action for leave to resign for good cause or exercise a right of resignation under the articles of association, all departing company members must be treated equally in proportion to the nominal value of their capital contributions. Where additional financial contributions have been made, the value thereof must be added to the nominal value.


Art. 823

1 Where there is good cause, the company may apply to the court for the exclusion of a company member.

2 The articles of association may provide that the members’ general meeting company may exclude members from the company on specific grounds.

3 The regulations on follow-up resignations do not apply.


Art. 824

In proceedings relating to the withdrawal of a company member, the court may at the request of a party order that individual or all membership rights and obligations the person concerned be suspended.


Art. 825

1 Where a company member leaves the company, he is entitled to a financial settlement that reflects the true value of his capital contributions.

2 Where the company member leaves by exercising a right of resignation under the articles of association, the articles of association may adopt different provisions on compensation.


Art. 825a

1 The financial settlement becomes due for payment when the company members leaves, provided the company:

1.

has disposable equity capital;

2.

 is able to dispose of the capital contributions of the departing member;

3.

 is entitled to reduce its nominal capital in compliance with the relevant provisions.

2 A licensed audit expert must establish the extent of the disposable equity capital. If this is insufficient to pay the financial settlement, he must state his opinion on the extent to which the nominal capital could be reduced.

3 The former company member holds a non-interest-bearing subordinate ranking claim in respect of any portion of the financial settlement that is not paid out. This becomes due for payment to the extent that disposable equity capital is declared to be available in the annual report.

4 For as long as the financial settlement has not been paid in full, the former company member may request that the company appoint an external auditor and arrange for an ordinary audit of the annual accounts.


Art. 826

1 Each company member shall have the right to a share of the proceeds of liquidation corresponding to fraction that nominal value of his capital contribution represents of the nominal capital. Where additional financial contributions have been made and not refunded, their value must be added to the capital contributions of the company member concerned and to the nominal capital. The articles of association may adopt an alternative provision.

2 The relevant provisions on companies limited by shares apply _mutatis mutandis_ to the dissolution of a company with liquidation.


Art. 827

The relevant provisions on companies limited by shares apply to the liability of persons who are involved in the foundation, management, auditing or liquidation of a limited liability company.


A. Cooperatives under the Code of Obligations

Art. 828

1 A cooperative is a corporate entity consisting of an unlimited number of persons or commercial enterprises which primarily aims to promote or safeguard the economic interests of the cooperative’s members by way of collective self-help or which is founded for charitable purposes.[696](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32868)

2 Cooperatives with a predetermined nominal capital are not permitted.

[696](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32868) Amended 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. 829

Associations of persons under public law are governed by federal and cantonal public law even where formed to pursue cooperative purposes.


Art. 830697

A cooperative shall be founded by the founders declaring in a public deed that they are founding a cooperative and specifying therein the articles of association and the governing bodies.

[697](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32904) 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. 831

1 At least seven members must be involved in the foundation of a cooperative.

2 Where the number of members subsequently drops below the minimum number, the provisions of the law on companies limited by shares on defects in the organisation of a company apply _mutatis mutandis_.[698](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32943)

[698](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32943) 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. 832

The articles of association must contain provisions concerning:

 1.[699](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32978)

 the business name and seat of the cooperative;

2.

the objects of the cooperative;

 3\. and 4.[700](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33006) …

 5.[701](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33030)

 the form of the cooperative’s communications with its members.

[699](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32978) 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)).

[700](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33006) 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)).

[701](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33030) 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. 833

In order to be binding, provisions on the following matters must be included in the articles of association:

1.

 creation of the cooperative’s nominal capital by means of cooperative shares (share certificates);

2.

 contributions in kind to the cooperative’s nominal capital, the nature and imputed value thereof and the requirements pertaining to the person of the contributor;

 3.[702](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33071)

…

4.

 accession to the cooperative and loss of membership, where such rules differ from the statutory provisions;

 5.[703](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33099)

 members’ personal liability and their liability to make additional contributions and an obligation for members to make cash or other contributions and the nature and amount thereof;

6.

 the organisation and representation of the cooperative, amendment of its articles of association and the adoption of resolutions by the general assembly, where such rules differ from the statutory provisions;

7.

 restrictions on or extensions of the exercise of members’ right to vote;

 8.[704](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33130)

 the calculation and allocation of balance sheet profit and the liquidation surplus.

[702](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33071) 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)).

[703](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33099) 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)).

[704](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33130) 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. 834

1 The articles of association shall be drawn up in writing and submitted to an assembly convened by the founder members for consultation and approval.

2 In addition, a written report by the founder members on any contributions in kind shall be made available to the assembly for consultation. The founder members must confirm that there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.[705](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33165)

3 This assembly shall also appoint the necessary governing bodies.

4 Until the cooperative has been entered in the commercial register, the membership may be established only by signing the articles of association.

[705](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33165) 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. 835706

The cooperative shall be entered in the commercial register of the place at which it has its seat.

[706](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33198) 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. 836707

[707](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33227) 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. 837708

1 The cooperative shall keep a register in which the first name and surname or the business name of the members and their addresses are recorded. It must keep the register in such a manner that it can be accessed at any time in Switzerland.

2 The documents on which an entry is based must be retained for ten years following the deletion of the member concerned from the register.

[708](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33249) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).


Art. 838

1 The cooperative shall acquire legal personality only through entry in the commercial register.

2 Persons acting in the name of the cooperative prior to entry in the commercial register are liable personally and jointly and severally for their actions.

3 Where such obligations were entered into expressly in the name of the cooperative 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 released and only the cooperative is liable.


D. Amendment of the articles of association

Art. 838a709

A resolution of the general assembly or the board on an amendment of the articles of association must be done as a public deed and entered in the commercial register.

[709](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33294) 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. 839

1 New members may be accepted into a cooperative at any time.

2 Providing the principle of unlimited membership is respected, the articles of association may lay down more detailed provisions governing accession; however, they must not impose excessive obstacles to accession.


Art. 840

1 Accession requires a written declaration.

2 Where, in addition to being liable with its assets, a cooperative provides for personal liability or the liability to make additional contributions on the part of the individual members, the declaration of accession must state such obligations expressly.

3 The board shall decide on acceptance of new members, unless under the articles of association a mere declaration of accession is sufficient or a resolution of the general assembly is required.


C. In connection with an insurance policy

Art. 841

1 Where membership of the cooperative is linked with taking out an insurance policy with the cooperative, membership shall be acquired on acceptance of the insurance application by the competent governing body.

2 Insurance policies concluded by a licensed insurance cooperative with its members are subject to the Federal Act of 2 April 1908[710](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33362) on Insurance Policies in the same manner as insurance policies concluded with third parties.

[710](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33362) [SR **221.229.1**](eli/cc/24/719%5F735%5F717/en)


Art. 842

1 Unless a resolution has been passed to dissolve the cooperative, any member is free to leave.

2 The articles of association may provide that a departing member is required to pay an appropriate severance penalty where in the circumstances the departure causes the cooperative significant losses or jeopardises its continued existence.

3 Any permanent ban on or excessive obstacle to departure imposed by the articles of association or by agreement shall be void.


Art. 843

1 A member may be barred from leaving by the articles of association or by agreement for no more than five years.

2 Even during this period a member may leave for good cause. The obligation to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure is reserved.


Art. 844

1 Members may leave only at the end of the financial year and on expiry of one year’s notice.

2 The articles of association may stipulate a shorter notice period and may permit departures in the course of the financial year.


IV. Exercise in bankruptcy and attachment

Art. 845

Where the articles of association grant a departing member a share of the cooperative’s assets, a bankrupt member’s right to leave may be exercised by the bankruptcy administrators or, if the member’s share has been attached, by the debt collection office.


Art. 846

1 The articles of association may stipulate the grounds on which a member may be excluded.

2 Moreover, a member may be excluded at any time for good cause.

3 Exclusions shall be decided by the general assembly. The articles of association may stipulate that the board is responsible, in which case the excluded member has a right of recourse to the general assembly. A member may appeal against exclusion to the courts within three months.

4 The excluded member may be required to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure.


Art. 847

1 Membership shall lapse on the death of the member.

2 However, the articles of association may stipulate that the member’s heirs automatically become members of the cooperative.

3 Further, the articles of association may stipulate that the heirs or one of two or more heirs must, on written request, be recognised as member in place of the deceased member.

4 The community of heirs must appoint a joint representative to act as a member of the cooperative.


D. Lapse of office, employment or contract

Art. 848

Where membership of a cooperative is linked to the holding of an office or an employment relationship or is the result of a contractual relationship, as in the case of an insurance cooperative, unless the articles of association provide otherwise, membership lapses on termination of such office, employment or contract.