Art. 1122

1 Where the cheque is denominated in a currency other than that of the place of payment, the cheque amount may be paid in the national currency at its value as at the date of presentation. Where payment is not made on presentation, the bearer is free to choose whether the cheque amount is converted into the national currency at the rate applicable on the date of presentation or the rate applicable on the payment date.

2 The value of the foreign currency is determined according to customary commercial practice at the place of payment. However, the drawer may stipulate an exchange rate for the bill amount on the bill of exchange.

3 The provisions of the two previous paragraphs are not applicable if the drawer has stipulated payment in a specified currency (actual currency clause).

4 Where the cheque is denominated in a currency which has the same name but a different value in the country in which the cheque was issued and that in which it is payable, the presumption is that the currency meant is that of the place of payment.


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

V. The Crossed Cheque and the Account-Payee-Only Cheque

Art. 1123

1 The drawer and any bearer may cross the cheque with the effects envisaged in Article 1124.

2 A cheque is crossed by drawing two parallel lines on its obverse. Such crossing may be general or specific.

3 The crossing is general if no indication or the comment “banker” or a comment to that effect is inserted between the two lines; it is specific if the name of a banker is inserted between the two lines.

4 A general crossing may be converted into a specific crossing, but not vice versa.

5 Any deletion of the crossing or of the name of the designated banker is deemed not done.


Art. 1124

1 A generally crossed cheque may be paid by the drawee only to a banker or a client of the drawee.

2 A specifically crossed cheque may be paid by the drawee only to the designated banker or, where the latter is himself the drawee, to his clients. However, the designated banker may entrust collection of the cheque to another banker.

3 A banker may acquire a crossed cheque only from one of his clients or from another banker. Further, he may collect such cheque only for the account of the aforementioned persons.

4 Where a cheque has been specifically crossed more than once, the drawee may honour the cheque only where it has been crossed not more than twice and one of the crossings was done for the purpose of collection by means of delivery to a clearing house.

5 A drawee or banker acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.


Art. 1125

1 The drawer and any bearer of a cheque may prohibit payment of the cheque in cash by appending the comment “account payee only” or a comment to that effect diagonally across the obverse of the cheque.

2 In this case the drawee may honour the cheque only by crediting the amount to an account (credit, transfer, debit settlement). The account credit is deemed payment.

3 Any deletion of the comment “account payee only” is deemed not to have been done.

4 A drawee acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.


b. Bearer’s rights in the event of insolvency, suspension of payments, compulsory execution

Art. 1126

1 However, where the drawee has been declared insolvent or has suspended its payments or debt enforcement proceedings have been brought against it without success, the bearer of an account-payee-only cheque has the right to demand cash payment of the cheque by the drawee and has a right of recourse.

2 The same applies in the event that the bearer cannot obtain the account credit from the drawee as a result of measures taken pursuant to the Federal Act of 8 November 1934 on Banks and Savings Banks[826](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41382).

[826](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41382) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)


c. Bearer’s rights in the event of refusal of account credit or settlement

Art. 1127

Further, the bearer of an account-payee-only cheque has a right of recourse where he can show that the drawee has refused to make the account credit unconditionally or that the cheque has been declared unfit for settlement of the bearer’s obligations by the clearing house of the place of payment.


Art. 1128

The bearer may have recourse against the endorser, the drawer and the other parties liable for the cheque if it is not honoured on timely presentation and such refusal of payment has been established:

1.

by public deed (protest), or

2.

 by means of a written and dated declaration made by the drawee on the cheque, including the date of presentation, or

3.

 by means of a written and dated declaration made by a clearing house to the effect that the cheque was delivered in good time and not paid.


Art. 1129

1 The protest or equivalent declaration must be made before the time limit for presentation expires.

2 Where the cheque is presented on the last day of the time limit, the protest or equivalent declaration may still be made on the following working day.


Art. 1130

By way of recourse, the bearer may claim:

1.

 the cheque amount, provided the cheque has not been honoured;

2.

 interest at a rate of six per cent since the date of presentation;

3.

 the costs of the protest or equivalent declaration and of notifications, plus other expenses;

4.

 a commission of not more than one-third of one per cent.


4. Exceptions in the case of force majeure

Art. 1131

1 Where insuperable obstacles (statutory provisions enacted by a state or some other instance of force majeure) militate against the timely presentation of the cheque or timely protest or equivalent declaration, the time limits for such actions are extended.

2 The bearer is obliged to notify the immediately preceding endorser of the force majeure event without delay and to note such notification together with the date and place and his signature on the cheque or an annex thereto; in other respects, the provisions set out in Article 1042 are applicable.

3 Once the force majeure ceases to apply, the holder must present the cheque for acceptance or for payment without delay and, where necessary, make protest or similar declaration.

4 In the event that the force majeure lasts for longer than 15 days after the date on which the bearer himself notified the preceding endorser of the force majeure event prior to expiry of the time limit for presentation, recourse may be had without need for presentation or protest or similar declaration.

5 Facts pertaining purely to the person of the bearer or a person charged with the task of presenting the cheque or making protest or arranging for an equivalent declaration do not count as force majeure events.


Art. 1132

The losses arising from payment of a forged or falsified cheque are borne by the drawee, provided that the drawer named on the cheque is not at fault, such as through negligence in the safekeeping of blank cheque forms entrusted to him.


Art. 1133

Cheques may be issued in several identical duplicates if they are not made out to the bearer and are payable in a country other than the country of issue or in an overseas territory belonging to the country of issue, or vice versa, or are both issued and payable in an overseas territory, or are issued in one overseas territory and payable in a different overseas territory belonging to the same country. Such duplicates must be given serial numbers within the text on the instrument; otherwise, each duplicate counts as a separate cheque.


Art. 1134

1 The bearer’s rights of recourse against the endorser, the drawer and the other parties liable prescribe six months after the time limit for presentation expires.

2 The rights of recourse of one liable party against another prescribe six months after the date on which the cheque was honoured by such party or the claim based on the cheque was asserted against him.


Art. 1135

For the purposes of this Section, the term ‘banker’ is understood to mean any institution subject to the Federal Act of 8 November 1934[827](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41520) on Banks and Savings Banks.

[827](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41520) [SR **952.0**](eli/cc/51/117%5F121%5F129/en)


Art. 1136

1 The presentation and protest of a cheque must take place on a working day.

2 Where the last day of a time limit within which an action in connection with the cheque must be taken, in particular presentation, protest or an equivalent declaration, falls on a Sunday or a public holiday[828](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41544), the time limit is extended to include the next working day.

 Holidays falling within the time limit are included when computing it.

[828](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41544) In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays;[SR **173.110.3**](eli/cc/1963/819%5F815%5F843/en)).


Art. 1137

When computing the time limits envisaged in this law, the day on which they commence is not included.


1. Capacity to act as drawee of a cheque

Art. 1138

1 A person's capacity to act as drawee of a cheque is determined according to the law of the country in which it is payable.

2 Where under such law the cheque is void for reasons pertaining to the person of the drawee, obligations are nonetheless binding if they arise from signatures appended to the cheque in countries where the law does not envisage nullity for such reasons.


2. Form and time limits for declarations on cheques

Art. 1139

1 The form of a declaration on a cheque is determined according to the law of the country in whose territory such declaration was signed. However, compliance with the formal requirements laid down by the law of the place of payment is sufficient.

2 Where a declaration on a cheque that is invalid pursuant to the previous paragraph would be valid under the law of the country in whose territory a subsequent declaration is signed, the validity of the later cheque declaration is not affected by any formal defects of the earlier declaration.

3 Similarly, a declaration on a cheque made by one Swiss national abroad is valid as against another Swiss national in Switzerland providing it satisfies the formal requirements laid down by Swiss law.


Art. 1040

1 The effects of cheque declarations are determined pursuant to the law of the country in whose territory such declarations were signed.


Art. 1141

The law of the country in whose territory the cheque is payable determines:

1.

 whether the cheque is necessarily payable on sight or whether it may be drawn for a specified time after sight and what the effects are if a date later than the real issue date is indicated on the cheque;

2.

the time limit for presentation;

3.

 whether a cheque may be accepted, certificated, confirmed or given a mark of approval and what the effects of such comments are;

4.

 whether the bearer may request part payment and whether he must accept part payment;

5.

 whether a cheque may be crossed or have the comment “account payee only” or an equivalent comment appended to it and what the effects of such crossing or comment are;

6.

 whether the bearer has specific rights to the cover and what the nature of such rights is;

7.

 whether the drawer may revoke the cheque or protest against payment of the cheque;

8.

 the measures to be taken in the event of the loss or theft of the cheque;

9.

 whether a protest or equivalent declaration is required to preserve the right of recourse against the endorser, the drawer and the other parties liable for the cheque.


Art. 1142

A claim for unjust enrichment against the drawee or the domiciliate is determined according to the law of the country in whose territory these persons are resident.


XII. Applicability of the Law on Bills of Exchange

Art. 1143

1 The following provisions of the law on bills of exchange are also applicable to cheques:

1.

 Article 990 on the capacity to incur liability as party to a bill;

2.

 Article 993 on bills of exchange made out to own order, drawn on the drawer and for the account of a third party;

3.

 Articles 996–1000 on discrepancies in the specification of the bill amount, signatures of persons lacking capacity to incur liability as parties to bills, unauthorised signatures, liability of the drawer and blank bills;

4.

Articles 1003–1005 on endorsements;

5.

Article 1007 on defences;

6.

 Article 1008 on the rights under procuration endorsement;

7.

 Articles 1021 and 1022 on form and effects of bill guarantees;

8.

 Article 1029 on the right to receipts and part payments;

9.

Articles 1035–1037 and 1039–1041 on protest;

10.

Article 1042 on notification;

11.

Article 1043 on the waiver of protest;

12.

 Articles 1044 on the joint and several liability of the parties;

13.

 Articles 1046 and 1047 on the right of recourse on payment of the bill of exchange and the right to take possession of bills of exchange, protest and receipts;

14.

Article 1052 on claims for unjust enrichment;

15.

Article 1053 on devolution of cover;

16.

 Article 1064 on the relationship between duplicates;

17.

Article 1068 on amendments;

18.

 Articles 1070 and 1071 on interruption of prescriptive periods;

19.

 Articles 1072–1078 and 1079 paragraph 1 on cancellation;

20.

 Articles 1083–1085 on exclusion of days of respite, the place for actions in connection with bills of exchange and signatures by hand;

21.

 Articles 1086, 1088 and 1089 on applicable jurisdiction with regard to capacity to incur liability as a party to bills, actions to exercise and safeguard rights under bills of exchange and exercise of the right of recourse.

2 None of the provisions relating to acceptance of bills of exchange laid down in these Articles is applicable.

3 With regard to their applicability to cheques, Article 1042 paragraph 1, Article 1043 paragraph 1 and 3 and Article 1047 are supplemented in the sense that a declaration equivalent to protest as defined in Article 1128 letters 2 and 3 may substitute for protest itself.


Art. 1144

The special provisions governing Swiss post office cheques are reserved.


Section Six: Bill-like Securities and Other Instruments to Order

Art. 1145

A negotiable security is deemed an instrument to order if it is made out to order or declared by law to be an instrument to order.


Art. 1146

1 Against a claim deriving from an instrument to order, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee.

2 Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security.


Art. 1147

Where a payment instruction is not designated as a bill of exchange in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a bill of exchange, it counts as a bill of exchange.


Art. 1148

1 The payment instruction to order must not be presented for acceptance.

2 If it is nevertheless presented but acceptance is refused, the bearer does not have right of recourse on these grounds.


Art. 1149

1 Where the payment instruction to order is accepted voluntarily, the acceptor of the payment instruction counts as the acceptor of a bill of exchange.

2 However, the bearer may not have recourse before maturity if the instructed party has been declared insolvent or has suspended his payments or compulsory execution has been levied on his assets without success.

3 Similarly, the bearer may not have recourse before maturity if the instructing party has been declared insolvent.


Art. 1150

The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[829](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41826) governing the enforcement of bills of exchange do not apply to payment instructions to order.

[829](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41826) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


Art. 1151

1 Where a promise to pay is not designated as a promissory note in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a promissory note, it counts as a promissory note.

2 However, the provisions governing payment for honour do not apply to promises to pay to order.

3 The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[830](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e41851) governing the enforcement of bills of exchange do not apply to promises to pay to order.

[830](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41851) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


Art. 1152

1 Instruments whereby the signatory undertakes to pay certain sums of money or deliver certain quantities of fungibles with reference to place, time and total amount may, if they are expressly made out to order, be transferred by endorsement.

2 These and other endorsable instruments, such as warehouse warrants, bills of lading, etc., are subject to the provisions of the law on bills of exchange governing the form of the endorsement, proof of the bearer’s entitlement, annulment and the bearer’s duty to surrender the instrument.

3 However, the provisions governing rights of recourse on bills of exchange do not apply to such instruments.


Section Seven: Documents of Title to Goods

Art. 1153

Documents of title to goods issued by a warehouse keeper or carrier as negotiable securities must bear:

1.

 the place and date of issue and the signature of the issuer;

2.

the name and address of the issuer;

3.

 the name and address of the depositor or sender of the goods;

4.

 an inventory of the stored or despatched goods by description, volume and identification marks;

5.

 the fees and remuneration payable or paid in advance;

6.

 any special agreements between the parties concerning the handling of the goods;

7.

 the number of duplicates of the document of title to goods;

8.

 the persons with power of disposal, with indication of names or to order or as bearer.


II. Equivalent instruments in security ledgers

Art. 1153a832

1 The parties may issue documents of title to goods in the form of ledger-based securities. Articles 1154 and 1155 apply mutatis mutandis.

2 The issuer's signature is not required if the instrument can be unambiguously attributed to him or her in another manner. The further content of the instrument, including any charges, must be recorded in the securities ledger itself or in the associated accompanying data.

[832](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41936) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).


Art. 1154

1 Where one of two or more documents of title to goods is to serve the purpose of establishing a lien, it must be designated as a warrant and in all other respects take the form of a document of title to goods.

2 The issue of the warrant must be noted on the other duplicates along with every pledge made, including the claim amount and due date.


C. Significance of the formal requirements

Art. 1155

1 Bills and certificates issued in respect of stored goods or freight that do not satisfy the formal requirements of documents of title to goods are not recognised as negotiable securities, but are deemed to be merely receipts or other documents in proof.

2 Bills and certificates issued by warehouse keepers without the legally required approval from the competent authority are recognised as negotiable securities provided they satisfy the statutory formal requirements. The issuer is liable to an administrative fine of up to 1,000 francs to be imposed by the competent cantonal authority.


Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section One: ...

Art. 1156833

[833](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e41992) 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)).


Section Two:834 Community of Bond Creditors

Art. 1157

1 Where bonds with uniform conditions are offered directly or indirectly for public subscription by a borrower whose domicile or commercial office is in Switzerland, by operation of law the creditors form a community of creditors.

2 Where several different issues are offered, the creditors of each issue form a separate community of creditors.

3 The provisions of this Chapter do not apply to bonds issued by the Confederation, cantons, municipalities and other public sector corporations and entities.


Art. 1158

1 Representatives appointed under the bond issue conditions are, unless otherwise provided, deemed to be representatives of both the community of creditors and the borrower.

2 The creditors’ meeting may elect one or more representatives for the community of creditors.

3 Unless otherwise provided, multiple representatives exercise their powers of representation jointly.


Art. 1159

1 The representative has such powers as are conferred on him by law, the bond issue conditions or the creditors’ meeting.

2 His duties are to request that the borrower convene a creditors’ meeting where the conditions for such convocation obtain, to implement its resolutions and to represent the community of creditors within the bounds of the powers conferred on him.

3 To the extent that the representative is authorised to assert the creditors’ rights, the individual creditors are not entitled to exercise their rights independently.


Art. 1160

1 Where the borrower is in arrears in the fulfilment of his obligations under the bond issue, the representative of the community of creditors is entitled to obtain from the borrower all information of interest to the community of creditors.

2 On the same conditions, where the borrower is a company limited by shares, partnership limited by shares, limited liability company or cooperative, the representative may participate in an advisory capacity in the meetings of its governing bodies to the extent that the agenda items under discussion relate to the interests of the bond creditors.

3 The representative must be invited to such meetings and is entitled to receive the background documentation to be discussed at such meetings in good time.


3. In the case of bonds secured by a charge

Art. 1161

1 Where a representative of the borrower and the creditors has been appointed for a bond issue secured by a land charge or a charge on chattels, he has the same powers as a pledgee under a land charge.

2 The representative must safeguard the rights of the creditors, the borrower and the owner of the charged property diligently and impartially.


Art. 1162

1 The creditors’ meeting may revoke or modify the authority conferred on a representative at any time.

2 The authority of a representative appointed under the bond issue conditions may be revoked or modified at any time by resolution of the community of creditors with the consent of the borrower.

3 On application by a bond creditor or the borrower, the court may declare such authority extinguished for good cause.

4 Where the representative’s authority lapses for whatever reason, at the request of a bond creditor or the borrower, the court orders the measures necessary to protect the bond creditors and the borrower.


Art. 1163

1 The costs of all representative arrangements envisaged in the bond issue conditions are borne by the borrower.

2 The costs of representation appointed by the community of creditors are covered by payments made by the borrower and deducted from all bond creditors in proportion to the nominal value of the bonds they hold.


Art. 1164

1 The community of creditors is authorised within the bounds of the law to take all measures required to safeguard the collective interests of the bond creditors, in particular as regards any financial difficulties encountered by the borrower.

2 The resolutions of the community of creditors are made by the creditors’ meeting and are valid providing they satisfy the requirements laid down by the law in general or for specific measures.

3 The individual bond creditors are not entitled to assert their rights independently to the extent that valid resolutions on the matters in question have been made by the creditors’ meeting.

4 The costs of convening and holding the creditors’ meeting are borne by the borrower.


Art. 1165

1 The creditors’ meeting is convened by the borrower.

2 The borrower is obliged to convene it within 20 days if so requested by bond creditors together holding at least one-twentieth of the bond capital in circulation or by the bond representative in writing with an indication of the purpose of and reasons for the meeting.

3 In the event that the borrower fails to comply with such request, the court may authorise the applicant to convene a creditors’ meeting of his own accord. The court at the current or last seat of the debtor in Switzerland has mandatory jurisdiction.[835](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42179)

4 If the debtor has or had only a branch office in Switzerland, the court at the location of this branch office has mandatory jurisdiction.[836](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42197)

[835](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42179) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[836](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42197) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).


Art. 1166

1 From the date on which the invitation to the creditors’ meeting is duly published until the final outcome of the composition proceedings, all due claims of the bond creditors are subject to a stay of enforcement.

2 Such stay is not a suspension of payments within the meaning of the Debt Collection and Bankruptcy Act of 11 April 1889[837](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42225); the creditors may not apply for the commencement of insolvency proceedings without prior debt enforcement.

3 For the duration of the stay, such prescriptive and forfeiture periods as can be interrupted by debt enforcement are suspended for the due claims of the bond creditors.

4 Where the borrower abuses the right to obtain a stay of enforcement, at the request of a bond creditor it may be lifted by the higher cantonal composition authority.

[837](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42225) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


Art. 1167

1 Each owner of a bond or his representative, or in the case of bonds under a usufruct either the usufructuary or his representative, has the right to vote. However, the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising the right to vote.

2 Bonds owned by or held in usufruct by the borrower confer no right to vote. However, where bonds belonging to the borrower have been given in pledge, the pledgee is entitled to exercise the associated right to vote.

3 A charge or special lien held by the borrower on bonds does not preclude the right to vote of the owners of such bonds.


2. Representation of individual bond creditors

Art. 1168

1 Representation of bond creditors requires a written power of attorney, unless such representation has its basis in law.

2 The borrower is excluded from representing bond creditors with right to vote.


Art. 1169

The Federal Council shall enact provisions governing convening the creditors’ meeting, giving notice of the agenda, proving entitlement to participate in the creditors’ meeting, chairing the general meeting and recording and giving notice of its resolutions.


D. Resolutions of the community of creditors

a. In the case of only one community of creditors

Art. 1170

1 A majority of at least two-thirds of the bond capital in circulation is required to pass a valid resolution in connection with the following measures:

1.

 moratorium on interest for up to five years, with the option of extending the moratorium twice for up to five years each time;

2.

 waiver of up to five years’ worth of interest within a seven-year period;

3.

 decrease of the interest rate by up to one-half of the rate envisaged in the bond issue conditions or conversion of a fixed interest rate into a rate dependent on the business results, both measures to last for up to ten years, with the option of an extension for up to five years;

4.

 extension of the redemption time limit by up to ten years by means of a reduction in the annual payment or an increase in the number of the redemption shares or temporary suspension of such payments, with the option of an extension for up to five years;

5.

 suspension of a bond issue now due or maturing within five years or of portions thereof for up to ten years, with the option of an extension for up to five years;

6.

 authorisation of an early redemption of the bond capital;

7.

 granting of a priority lien for new capital raised for the issuing company and changes to the collateral provided for a bond issue or full or partial waiver of such collateral;

8.

 consent to an amendment of the provisions governing restrictions on issues of bonds in relation to the share capital;

9.

 consent to a full or partial conversion of bonds into shares.

2 These measures may be combined.


b. In the case of several communities of creditors

Art. 1171

1 Where there is more than one community of creditors, the borrower may propose one or more of the measures described in the previous Article to the different communities of creditors simultaneously, subject to the proviso that, where one such measure is proposed, it will be valid only if accepted by all the communities of creditors and that in addition, where two or more such measures are proposed, the validity of each measure is conditional on acceptance of all the others.

2 Proposals are deemed accepted where they obtain the consent of persons representing at least two-thirds of the bond capital in circulation of all such communities of creditors combined and at the same time are accepted by a majority of the communities of creditors and, within each community of creditors, by at least a simple majority of the bond capital represented.


Art. 1172

1 When determining the total bond capital in circulation, bonds that do not confer right to vote shall be disregarded.

2 Where a motion put to the creditors’ meeting fails to attain the requisite number of votes, the borrower may register votes making up the shortfall by written and authenticated declarations made within two months of the date of the meeting to the chairman of the meeting and thereby bring about a valid resolution.


Art. 1173

1 No bond creditor may be required by resolution of the community of creditors to tolerate an encroachment on the creditors’ rights other than those envisaged in Article 1170 or to make payments that were neither envisaged in the bond issue conditions nor agreed with him when the bonds were issued.

2 The community of creditors may not extend the creditors’ rights without the consent of the borrower.


Art. 1174

1 The persons making up a community of creditors must all be equally affected by any resolution to adopt compulsory measures, unless every disadvantaged creditor expressly agrees to such measures.

2 The ranking of charge creditors must not be changed without their consent. Article 1170 letter 7 is reserved.

3 Undertakings and dispositions whereby individual creditors are favoured over others belonging to the community of creditors are void.


Art. 1175838

An application to take the measures described in Article 1170 may be made by the borrower and considered by the creditors’ meeting only on the basis of status report drawn up as at the date of the creditors’ meeting or a balance sheet drawn up as at a date no more than six months prior to the meeting in accordance with standard practice and, where applicable, certified by the external auditor as true and fair.

[838](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42391) 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;[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Art. 1176

1 Resolutions involving an encroachment on creditors’ rights are effective and binding on the bond creditors who did not vote in favour of them only if they have been approved by the higher cantonal composition authority.

2 The borrower must submit them within one month of their adoption to said authority for approval.

3 The time and date of the hearing is published together with a notice to the bond creditors informing them that they may raise objections in writing or in person at the hearing.

4 The costs of the approval procedure are borne by the borrower.


Art. 1177

Official approval may be refused only where:

1.

 the provisions governing the convocation of the creditors’ meeting and its adoption of resolutions were infringed;

2.

 it transpires that a resolution intended to avert financial hardship from the borrower was not necessary;

3.

 the collective interests of the bond creditors are not sufficiently protected;

4.

 the resolution was brought about by dishonest means.


Art. 1178

1 Once approval has been given, it may be challenged as illegal or inappropriate within 30 days before the Federal Supreme Court by any bond creditor who did not vote for the resolution, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable.

2 Similarly, a decision to refuse approval may be challenged by bond creditors who voted in favour of the resolution or by the borrower.


Art. 1179

1 If it subsequently transpires that the resolution of the creditors’ meeting was brought about by dishonest means, at the request of a bond creditor the higher cantonal composition authority may revoke approval in part or in full.

2 An application for revocation must be filed within six months of the date on which the bond creditors learned of the grounds for challenge.

3 Revocation may be challenged as unlawful or unreasonable within 30 days before the Federal Supreme Court by the borrower and by any bond creditor, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable. Similarly, a refusal to revoke approval may be challenged by any bond creditor who requested such revocation.


Art. 1180

1 The consent of persons representing more than one-half of the bond capital in circulation is required to revoke or modify the authority conferred on a bond representative.

2 The same majority is required for a resolution to grant a bond representative authority to safeguard the rights of all the bond creditors in insolvency proceedings.


Art. 1181

1 Resolutions which neither encroach on the creditors’ rights nor impose further material contributions on the creditors require merely an absolute majority of the votes represented, unless the law stipulates otherwise or the bond issue conditions impose stricter requirements.

2 The majority is determined in all cases according to the nominal value of the bond capital conferring right to vote that is represented at the creditors’ meeting.


Art. 1182

Any resolution within the meaning of Articles 1180 and 1181 which contravenes the law or contractual provisions may be challenged in court by a member of the community of bond creditors who did not vote for it within 30 days of the date on which he learned of it.


Art. 1183

1 Where a borrower becomes insolvent, the insolvency administrators must convene a meeting of the bond creditors without delay, at which an existing representative or a representative appointed by the meeting is granted authority to safeguard the rights of all the bond creditors in insolvency proceedings.

2 Where no resolution is made to grant such authority, each bond creditor represents his rights independently.


Art. 1184

1 In composition proceedings, subject to the provisions governing bonds secured by a charge, no special resolution is made by the bond creditors on their position towards the composition agreement, and their consent is governed exclusively by the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[839](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42544).

2 The provisions governing the community of creditors apply to creditors holding bonds secured by a charge, to the extent that any restriction of their creditors’ rights is to be imposed above and beyond the effects of the composition proceedings.

[839](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42544) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)


III. Bonds issued by railway or inland waterways transport companies

Art. 1185

1 The provisions of this Chapter are applicable to bond creditors of railway or inland waterways transport companies, subject to the following special provisions.

2 A request for convocation of a creditors’ meeting must be made to the Federal Supreme Court.

3 The Federal Supreme Court is responsible for convening the creditors’ meeting and the recording, approval and implementation of its resolutions.

4 On receipt of a request for convocation of a creditors’ meeting, the Federal Supreme Court may order a stay of enforcement with the effects envisaged in Article 1166.


Art. 1186840

1 The rights conferred by law on the community of creditors and the bond representative may only be excluded, amended or restricted by the bond issue conditions or other special agreements between the creditors and the borrower if a majority of creditors are still entitled to amend the bond conditions.

2 Where bonds are publicly issued in whole or in part outside Switzerland, the provisions of another legal system related to the public issue of bonds concerning the community of creditors, its representation, meeting and resolutions may be declared applicable instead of the provisions of this section.

[840](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42580) Amended by Annex No 2 of the FA of 17 Dec. 2021 (Insolvency and Deposit Protection), in force since 1 Jan. 2023 ([AS **2022** 732](eli/oc/2022/732/en);[BBl **2020** 6359](eli/fga/2020/1555/en)).