Art. 849

1 The assignment of shares in the cooperative and, where a certificate is issued as proof of membership or such share, the transfer of this certificate do not automatically make the acquirer a member. The acquirer becomes a member only after the existing members have passed a resolution of acceptance as required by law and the articles of association.

2 Until such time as the acquirer becomes a member, the alienator is entitled to exercise the personal membership rights.

3 Where membership of a cooperative is linked with a contract, the articles of association may stipulate that, if the contract is subsequently taken over, membership automatically passes to the legal successor.


Division Three: Commercial Enterprises and the Cooperative278

II. By transfer of land or commercial exploitation

Art. 850

1 The articles of association may make membership of a cooperative conditional on ownership or commercial exploitation of a property.

2 In such cases the articles of association may stipulate that, in the event that the property or commercial operations change hands, membership shall automatically pass to the acquirer.

3 A transfer of membership resulting from the alienation of property shall be valid as against third parties only if entered under priority notice in the land register.


Art. 851

In the case of transfer and inheritance of membership, the conditions for leaving the cooperative are the same for the legal successor as for the former member.


Section Four: Rights and Obligations of the Members

Art. 852

1 The articles of association may stipulate that a certificate be issued as proof of membership.

2 Such proof may also be provided as part of the member’s share certificate.


Art. 853

1 Where a cooperative has shares, each member joining it must take at least one.

2 The articles of association may stipulate that multiple shares may be acquired, up to a specified maximum.

3 Share certificates are made out in the member’s name. However, they may not be made out in the form of negotiable securities, but only as documents in proof.


Art. 854

The members all have equal rights and obligations, unless the law makes an exception.


Art. 855

The rights of members to participate in the affairs of the cooperative, in particular with regard to the management of its business and the promotion of the cooperative’s interests, are exercised by taking part in the general assembly of members or, where prescribed by law, in ballots.


II. Control by the members 1. Notice of the annual report711

Art. 856

1 No later than ten days prior to the general assembly of members or the ballot to decide on approval of the management report, the consolidated accounts and the annual accounts, these documents together with the audit report must be made available at the seat of the cooperative for inspection by its members.[712](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33603)

2 Unless the documents are electronically accessible, any member may for one year following the general assembly request that they be sent the annual report in the form approved by the general assembly together with the audit report.[713](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33624)

[712](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33603) 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)).

[713](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33624) 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. 857

1 The members may draw the attention of the external auditor to dubious procedures and request the necessary information.[714](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33654)

2 The cooperative’s ledgers and business correspondence may be inspected only with the express authorisation of the general assembly of members or by resolution of the board and if measures are taken to safeguard trade secrets.

3 The court may order the cooperative to provide the members with information on significant matters relevant to the exercise of their right of control in the form of authenticated copies from its ledgers or correspondence. The court order must not jeopardise the interests of the cooperative.

4 The members’ right of control may not be excluded or restricted either by the articles of association or by resolutions made by a governing body of the cooperative.

[714](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33654) 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. 858716

[716](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33713) Repealed by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).


Art. 859

1 Unless the articles of association provide otherwise, any annual profit on the cooperative’s business operations passes in its entirety to the cooperative’s assets.

2 Where distribution of the annual profit among the members is provided for, unless the articles of association dictate otherwise, it shall be distributed according to the use of the cooperative’s facilities by individual members.

3 Where share certificates exist, the portion of the annual profit paid out on them must not exceed the usual rate of interest for long-term loans without special security.


3. Duty to form and accumulate a reserve fund

Art. 860

1 Where the net profit is used for a purpose other than to build up the cooperative’s assets, each year one twentieth of it must be allocated to a reserve fund. Such allocations must be made for at least 20 years; where share certificates exist, they must in any event be made until the reserve fund is equal to one-fifth of the cooperative’s capital.

2 The articles of association may stipulate that the reserve fund must be accumulated more rapidly.

3 To the extent that the reserve fund does not exceed one-half of the cooperative’s other assets or, where share certificates exist, one-half of the cooperative’s capital, it may be used only to cover losses or for measures designed to sustain the cooperative’s pursuit of its objects in difficult times.

4 ...[717](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33765)

[717](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33765) Repealed by Annex No II 1 of the Insurance Oversight Act of 17 Dec. 2004, with effect from 1 Jan. 2006 ([AS **2005** 5269](eli/oc/2005/734/en);[BBl **2003** 3789](eli/fga/2003/577/en)).


Art. 861

1 Credit cooperatives may lay down articles of association that derogate from the provisions governing distribution of annual profit contained in the previous articles, but they too are obliged to form a reserve fund and to use it in accordance with the above provisions.

2 Each year at least one-tenth of the annual profit must be allocated to the reserve fund until it equals one-tenth of the cooperative’s nominal capital.

3 Where a portion of the annual profit is paid out to holders of shares in the cooperative and that portion exceeds the usual rate of interest for long-term loans without special security, one-tenth of the amount by which it exceeds the usual interest rate must likewise be allocated to the reserve fund.


Art. 862

1 The articles of association may also provide for allocations to establish and finance other funds, in particular funds dedicated to the welfare of employees of the company and related workers and for members of the cooperative.

2–4 ...[718](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33809)

[718](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33809) Repealed by No I let._b_ of the FA of 21 March 1958, with effect from 1 July 1958 ([AS **1958** 379](eli/oc/1958/379%5F389%5F393/en);[BBl **1956** II 825](eli/fga/1956/2%5F825%5F845%5F/en)).


Art. 863

1 Allocations to the reserve fund and other funds in accordance with the law and the articles of association shall be deducted in the first instance from the annual profit available for distribution.

2 Where it is deemed appropriate in order to secure the long-term success of the cooperative, the general assembly of members may also resolve to create reserves which are not envisaged by or meet higher requirements than are specified by the law or the articles of association.

3 Similarly, contributions may be deducted from the annual profit for the purpose of creating and financing welfare funds for employees, other workers and members or for other welfare purposes even where these are not envisaged in the articles of association; such contributions are subject to the provisions governing welfare funds established by the articles of association.


Art. 864

1 The articles of association shall specify whether the departing members or their heirs have claims on the cooperative’s assets and, if so, what those claims are. Such claims must be calculated on the basis of the net balance sheet assets excluding reserves at the time the member leaves the cooperative.

2 The articles of association may grant departing members or their heirs the right to the full or partial repayment of the value of their share certificate excluding the entry fee. They may stipulate that this repayment be deferred for up to three years after the member’s departure.

3 Even where the articles of association make no such provision, the cooperative remains entitled to defer the repayment for up to three years where it would cause the cooperative considerable losses or jeopardise its continued existence. Any entitlement of the cooperative to a severance penalty paid by the departing member is unaffected by this provision.

4 The claims of departing members or their heirs prescribe three years after the time at which the settlement becomes payable by the cooperative.


Art. 865

1 Where the articles of association make no provision for a settlement entitlement, departing members or their heirs have no such entitlement.

2 Where the cooperative is dissolved within one year of the member’s departure or death and the assets are distributed, the departed member or their heirs have the same entitlement as the members present on dissolution.


Art. 866

The members are obliged to safeguard the interests of the cooperative loyally and in good faith.


Art. 867

1 The articles of association define the obligatory contributions.

2 Where the members are obliged to pay in contributions on share certificates or to make other contributions, the cooperative must call them in by registered letter with an appropriate time limit for performance.

3 Where no payment is forthcoming on first request and the member fails to comply within one month of a second call for payment, the member may be declared to have forfeited their rights as member of the cooperative, providing they were previously warned of this consequence by registered letter.

4 Unless the articles of association provide otherwise, the declaration of forfeiture does not release the member from obligations already due or falling due by virtue of their exclusion.


Art. 868

The cooperative is liable with its assets for its obligations. It is liable exclusively, unless the articles of association provide otherwise.


Art. 869

1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have unlimited personal liability.

2 Where this is the case and creditors suffer losses on the insolvency of the cooperative, the members are jointly and severally liable with their entire assets for all obligations of the cooperative. Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.


Art. 870

1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have limited personal liability for the cooperative’s obligations above and beyond their membership contributions and the value of their cooperative shares, although only up to a specified amount.

2 Where shares are held in the cooperative, the amount for which the individual members are liable is determined by the value of their share.

3 Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.


c. Liability to make additional contributions

Art. 871

1 Instead of or in addition to such liability, the articles of association may require the members to make additional contributions, which may be used only to cover net losses for the year.

2 The liability to make additional contributions may be unlimited or else limited to specified amounts or to a specified proportion of the member’s contribution or share in the cooperative.

3 Where the articles of association make no provision on how additional contributions are to be shared among the members, the amount due from each is determined according to the value of their shares in the cooperative or, where no such shares exist, on a per capita basis.

4 The additional contributions may be called in at any time. If the cooperative is insolvent, the right to call in additional contributions accrues to the insolvency administrators.

5 In other respects the provisions governing the calling-in of contributions and declaration of forfeiture are applicable.


Art. 872

Any provisions made in the articles of association which limit liability to a specific time or to particular obligations or groups of members are void.


Art. 873

1 In the event of the insolvency of a cooperative in which the members are personally liable or liable to make additional contributions, at the same time as they draw up the schedule of claims the insolvency administrators must determine and call in the provisional personal liability of each individual member or the additional contributions they must make.

2 Irrecoverable amounts must be spread equally among the other members, and surpluses repaid once the final distribution plan has been formulated. The members’ right of recourse against each other is reserved.

3 The provisional determination of members’ obligations and the distribution plan are subject to challenge by appeal on procedural grounds pursuant to the Debt Enforcement and Bankruptcy Act of 11 April 1889[719](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33996).

4 The procedure is determined by Federal Council ordinance.[720](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34008)

[719](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33996) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)

[720](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34008) Amended by No II 10 of the FA of 20 March 2008 on the Formal Revision of Federal Legislation, in force since 1 Aug. 2008 ([AS **2008** 3437 ](eli/oc/2008/447/en)_3452_;[BBl **2007** 6121](eli/fga/2007/885/en)).


Art. 874

1 The provisions governing the personal liability or liability to make additional contributions of the members and the reduction or cancellation of share certificates may be amended only by amending the articles of association.

2 Furthermore, the provisions governing reductions of capital by companies limited by shares apply to any reduction or cancellation of share certificates.[721](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34038)

3 Any reduction of a member’s personal liability or liability to make additional contributions shall have no effect on obligations that arose prior to publication of the amendment to the articles of association.

4 Where a member’s personal liability or liability to make additional contributions is established or increased, on entry of the resolution in the commercial register it works in favour of all creditors of the cooperative.

[721](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34038) 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. 875

1 A person joining a cooperative in which the members are personally liable or liable to make additional contributions has the same liability as the other members for the cooperative’s obligations, including those that arose before the new member joined.

2 Any contrary provision made in the articles of association or by agreement between the members has no effect against third parties.


h. Liability after departure or dissolution

Art. 876

1 Where a member with limited or unlimited liability leaves the cooperative as a result of death or for some other reason, that member remains liable for the obligations arising prior to departure if the cooperative becomes insolvent within one year or any longer period stipulated in the articles of association of the date on which the departure was entered in the commercial register.

2 Any liability to make additional contributions remains effective on the same conditions and subject to the same time limits.

3 Where a cooperative is dissolved, the members likewise remain liable or obliged to make additional contributions if insolvency proceedings are commenced in respect of the cooperative within one year or any longer period stipulated in the articles of association of the date on which such dissolution was entered in the commercial register.


i. Notification of accessions and departures for entry in the commercial register

Art. 877

1 Where the members have limited or unlimited liability for the cooperative’s debts or are liable to make additional contributions, the board must notify every accession or departure of a member for entry in the commercial register within three months.

2 Further, every departing or excluded member and the heirs of a member have the right to have the member’s departure, exclusion or death entered in the register on their initiative. The commercial register office must immediately notify the cooperative’s board of any such notification.

3 Licensed insurance cooperatives are exempt from the duty to notify their members for entry in the commercial register.


Art. 878

1 Creditors’ claims in respect of the personal liability of individual members may be brought by any creditor at any time up to one year after completion of insolvency proceedings, unless the law provides for their extinction at an earlier juncture.

2 The members’ right of recourse against each other likewise prescribes three years after the date of the payment to which the claim relates.[722](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34122)

[722](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34122) 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)).


Section Five: Organisation of the Cooperative

Art. 879

1 The supreme governing body of a cooperative is the general assembly of members.

2 It has the following inalienable powers:

1.

 to determine and amend the articles of association;

 2.[723](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34161)

 to elect the board and the external auditor;

 2bis.[724](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34188)

 to approve the annual accounts and if applicable to pass resolutions on the allocation of the balance sheet profit;

 3.[725](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34214)

 to approve the management report and the consolidated accounts;

 3bis.[726](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34236)

 to pass resolutions on repaying capital reserves;

4.

to discharge the board;

5.

 to make resolutions concerning the matters reserved to the general assembly of members by law or the articles of association.

[723](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34161) 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)).

[724](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34188) 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)).

[725](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34214) 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)).

[726](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34236) 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. 880

In the case of cooperatives with more than 300 members or in which the majority of members are themselves cooperatives, the articles of association may stipulate that all or some of the powers of the general assembly of members be exercised by ballot.


Art. 881

1 The general assembly of members shall be convened by the board or any other governing body on which the articles of association confer such authority, and where necessary by the external auditor.[727](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34285) The liquidators and the representatives of bond creditors also have the right to convene a general assembly.

2 The general assembly of members must be convened at the request of at least one-tenth of the members or, in the case of cooperatives with fewer than 30 members, at least three members.

3 Where the board fails to grant such a request within a reasonable period, on application the court must order that a general assembly be convened.

[727](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34285) First sentence 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. 882

1 The general assembly of members must be convened in the form prescribed by the articles of association but in any event no later than five days before the date for which it is scheduled.

2 In the case of cooperatives with more than 30 members, convocation is effective as soon as it is publicly announced.


Art. 883

1 The notice convening the meeting must include the agenda items to be discussed and the essential content of any proposed amendments to the articles of association.

2 No resolutions may be made on motions relating to agenda items that were not duly notified, except by means of a motion to convene a further general assembly.

3 No advance notice is required to propose motions on duly notified agenda items and to debate items without passing resolutions.


Art. 884

Where all the cooperative’s members are present, they may, if no objection is raised, pass resolutions without needing to comply with the formal convocation requirements.


Art. 885

Every member has one vote at the general assembly of members or in the ballot.


Art. 886

1 A member may exercise their right to vote at the general assembly of members by appointing another member to act as their representative, but no representative may represent more than one member.

2 In the case of cooperatives with more than 1,000 members, the articles of association may stipulate that each member may represent more than one other member but never more than nine.

3 The articles of association reserve the right to permit representation of members by relatives with capacity to act.


Art. 887

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

2 ...[728](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34388)

[728](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34388) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Art. 888

1 Unless otherwise provided for by law or the articles of association, the general assembly of members shall pass resolutions and decide elections by an absolute majority of the votes cast. The same applies to resolutions and elections by ballot.

2 The dissolution of the cooperative and any amendment to the articles of association require a majority of two-thirds of the votes cast. The articles of association may stipulate more restrictive conditions for such resolutions.[729](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34423)

[729](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34423) 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. 889

1 Resolutions to introduce or increase the members’ personal liability or their liability to make additional contributions require the consent of three-quarters of all members.

2 Members who did not vote in favour are not bound by such resolutions providing they give notice of their departure from the cooperative within three months of the publication of the resolution in question. Such departure takes effect as of the date on which the resolution comes into force.

3 In such cases, departure may not be made conditional on payment of a severance penalty.


VIII. Dismissal of the board and the external auditor730

Art. 890

1 The general assembly of members is entitled to dismiss the members of the board and the external auditor and any registered attorneys or commercial agents appointed by them.[731](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34486)

2 On application by at least one-tenth of the members, the court may order such dismissals where good cause exists and, in particular, where the persons in question neglected their duties or were unable to fulfil them. In such cases the court must, where necessary, order that fresh elections be held by the competent body of the cooperative and take appropriate measures for the interim.

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

[731](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34486) 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)).


IX. Challenging resolutions of the general assembly

Art. 891

1 The board or any member may challenge resolutions made by the general assembly of members or by ballot which violate the law or the articles of association by bringing action against the cooperative before the court. Where the board is the claimant, the court shall appoint a representative for the cooperative.

2 The right of challenge lapses where the action is not brought within two months of the adoption of the resolution.

3 A court judgment that annuls a resolution is effective for and against all the members.


Art. 892

1 Cooperatives with more than 300 members or in which the majority of the members are cooperatives may delegate all or some of the powers of the general assembly of members to an assembly of delegates by means of the articles of association.

2 Rules governing the composition, election and convocation of the assembly of delegates are laid down in the articles of association.

3 Every delegate has one vote in the assembly of delegates, unless different provision for right to vote is made in the articles of association.

4 In other respects the statutory provisions governing the general assembly of members apply to the assembly of delegates.


XI. Exceptions for insurance cooperatives

Art. 893

1 Licensed insurance cooperatives with more than 1,000 members may delegate all or some of the powers of the general assembly of members to the board by means of the articles of association.

2 The powers of the general assembly of members to introduce or increase the members’ liability to make additional contributions and to dissolve, merge, split and modify the legal form of the cooperative are not transferable.[732](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34561)

[732](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34561) 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. 893a733

The rules of the law on companies limited by shares on the venue and using electronic means when preparing for and conducting the general assembly apply _mutatis mutandis_.

[733](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34582) 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. 894

1 The board of the cooperative shall comprise at least three persons; a majority of them must be members.

2 Where a legal entity or commercial company holds a participation in the cooperative, it shall not be eligible as such to serve as a member of the board; however, its representative may be elected in its stead.


Art. 895734

[734](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34630) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Art. 896

1 The members of the board shall be elected for a maximum term of office of four years, but may be re-elected unless the articles of association provide otherwise.

2 The provisions governing companies limited by shares apply to terms of office of members of the board of licensed insurance cooperatives.


Art. 897

The articles of association may delegate some of the duties and powers of the board to one or more committees elected by the board.


IV. Business management and representation

Art. 898735

1 The articles of association may authorise the general assembly of members or the board to delegate responsibility for managing the cooperative’s business or parts thereof and for representing the cooperative to one or more persons, business managers or executive officers, who need not be members of the cooperative.

2 A cooperative must be able to be represented by a person who is resident in Switzerland. This person must be a director, a business manager or an executive officer. This person must have access to the register under Article 837.[736](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34709)

[735](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34681) 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)).

[736](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34709) 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. 899

1 The persons with authority to represent the cooperative may carry out in its name any transactions conducive to the achievement of the cooperative’s objects.

2 Any restriction of such authority shall have no effect in relation to bona fide third parties, subject to any provisions entered in the commercial register that govern exclusive representation of the principal place of business or a branch office or joint management of the cooperative.

3 The cooperative is liable for any loss or damage resulting from unauthorised acts carried out in the exercise of his function by a person authorised to manage the cooperative’s business or to represent it.


3. Contracts between the cooperative and its representatives

Art. 899a737

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

[737](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34746) 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. 900

The persons with authority to represent the cooperative must sign by appending their signature to the cooperative’s business name.


Art. 901739

[739](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34806) 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. 902

1 The board must conduct the business of the cooperative with all diligence and employ its best endeavours to further the cooperative’s cause.

2 In particular, it has a duty:

1.

 to prepare the business of the general assembly of members and implement its resolutions;

2.

 to supervise the persons entrusted with the cooperative’s business management and representation with regard to compliance with the law, the articles of association and any applicable regulations and to keep itself regularly informed of the cooperative’s business performance.

3 The board is responsible for ensuring that:

1.

 the minutes of its meetings, the minutes of the general assembly, the necessary accounting records and the membership list are kept properly;

2.

 the annual report is drawn up and submitted to the external auditor for examination in accordance with the statutory provisions; and

3.

 the prescribed notifications concerning accessions and departures of members are made to the commercial register office.[740](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34864)

[740](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34864) 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. 902a741

The rules of the law on companies limited by shares apply _mutatis mutandis_ to the repayment of contributions.

[741](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34890) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


3. Imminent insolvency, loss of capital and overindebtedness

Art. 903742

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

2 In the case of cooperatives with share certificates, the provisions of the law on companies limited by shares on loss of capital also apply _mutatis mutandis_.

[742](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34921) 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. 904

1 In the event that the cooperative becomes insolvent, the board is obliged to reimburse the cooperative's creditors for all payments received in the three years prior to the onset of insolvency in the form of shares in the profit or under any other designation to the extent such payments exceed adequate remuneration for the consideration rendered and should not have been made under a prudent accounting regime.

2 Such reimbursement shall be excluded to the extent that no claim for it exists under the provisions governing unjust enrichment.

3 The court shall decide at its discretion, taking due account of all the circumstances.


Art. 905

1 The board may at any time dismiss the committees, business managers, executive officers and other registered attorneys and commercial agents that it has appointed.

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

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


Art. 906743

1 The external auditor is governed_mutatis mutandis_ by the provisions on companies limited by shares.

2 An ordinary audit of the annual accounts may be requested by:

1.

10 per cent of the members;

2.

 members who together represent at least 10 per cent of the nominal capital;

3.

 members who personally liable or under an obligation to make additional capital contributions.

[743](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34992) 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. 907744

1 In the case of cooperatives in which the members are personally liable or liable to make additional capital contributions, the external auditor must verify that the membership list[745](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35062) has been kept correctly. If the cooperative has no external auditor, the board must arrange for the membership list[746](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35072) to be verified by a licensed auditor.

[744](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35037) 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)).

[745](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35062) Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA;[SR **171.10**](eli/cc/2003/510/en)).

[746](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35072) Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA;[SR **171.10**](eli/cc/2003/510/en)).


Art. 908747

In the case of defects in the organisation of a cooperative, the corresponding provisions on companies limited by shares apply.

[747](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35087) 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. 909 and 910748

[748](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35116) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Section Six: Dissolution of the Cooperative

Art. 911

The cooperative shall be dissolved:

1.

in accordance with the articles of association;

2.

 by resolution of the general assembly of members;

3.

by the commencement of insolvency proceedings;

4.

in the other cases provided for by law.


Art. 912749

1 The dissolution of a cooperative 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 cooperative to the commercial register office.

[749](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35167) 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. 913

1 The cooperative shall be liquidated in accordance with the provisions governing companies limited by shares, subject to the following provisions.

2 The assets of the dissolved cooperative remaining after payment of all its debts and repayment of any shares may be distributed among the members only where the articles of association provide for such distribution.

3 Unless the articles of association provide otherwise, in this case the assets are distributed among the members as at the time of dissolution or their legal successors on a per capita basis. The statutory entitlement of departed members or their heirs to a financial settlement is reserved.

4 Where the articles of association make no provision for such distribution among the members, the liquidation surplus must be used for the cooperative’s purpose or to promote charitable causes.

5 Unless the articles of association provide otherwise, the general assembly of members shall decide on this matter.


Art. 914750

[750](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35225) 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)).


E. Takeover by a public sector corporation

Art. 915

1 Where the assets of a cooperative 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 assembly of members it may be agreed that no liquidation will take place.

2 The resolution of the general assembly of members must be made in accordance with the provisions governing dissolution and notice thereof given to the commercial register office.

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


Division Three: Commercial Enterprises and the Cooperative278

Art. 916751

All persons engaged in the administration, business management or auditing or liquidation of the cooperative are liable to the cooperative for the losses arising from any wilful or negligent breach of their duties.

[751](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35265) 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)).


B. Liability to the cooperative, members and creditors

Art. 917

1 Any director or liquidator who wilfully or negligently breaches their statutory duties with regard to the overindebtedness of the cooperative is liable to the cooperative, the individual members and the creditors for the losses arising.

2 Claims for compensation for losses suffered by the members and the creditors only indirectly through harm done to the cooperative must be brought in accordance with the provisions governing companies limited by shares.


C. Joint and several liability and recourse

Art. 918

1 Where two or more persons are responsible for the same loss, they are jointly and severally liable.

2 The right of recourse among several defendants shall be determined by the court with due regard to the degree of fault.


Art. 919752

1 A claim for damages against any person held liable under 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.[753](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35340)

2 If the person liable has committed a criminal offence through his or her 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.

[752](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35320) 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)).

[753](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35340) 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)).


E. Liability in credit and insurance cooperatives

Art. 920

In the case of credit cooperatives and licensed insurance cooperatives, liability shall be determined according to the provisions governing companies limited by shares.


Art. 921

Three or more cooperatives may form a cooperative union and constitute it as a cooperative.


Art. 922

1 Unless the articles of association provide otherwise, the supreme governing body of the cooperative union shall be the assembly of delegates.

2 The articles of association shall determine the number of delegates from the affiliated societies.

3 Unless the articles of association provide otherwise, each delegate shall have one vote.


Art. 923

Unless the articles of association provide otherwise, the board shall be made up of members from the affiliated cooperatives.


Art. 924

1 The articles of association may grant the board of the union the right to monitor the business activities of the affiliated cooperatives.

2 They may the grant the board of the union the right to challenge in court the resolutions made by the individual affiliated societies.


Art. 925

Accession to a cooperative union may not bring with it any obligations for the members of the acceding cooperative which they do not already have by law or under the articles of association of their own cooperative.


Section Nine: Involvement of Public Sector Corporations

Art. 926

1 Where public sector corporations such as the Confederation or a canton, district or commune have a public interest in a cooperative, the cooperative’s articles of association may grant that corporation the right to appoint representatives to the board or the external auditor.[754](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35442)

2 These directors and external auditors appointed by a public sector corporation shall have the same rights and duties as those elected by the cooperative.

3 Only the public sector corporation shall have the right to dismiss the representatives that it appointed to the board and the external auditor.[755](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35468) The public sector corporation is liable to the cooperative, its members and creditors for the actions of these representatives, subject to the rights of recourse under federal and cantonal law.

[754](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35442) 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)).

[755](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35468) First sentence 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)).


Division Four:756 The Commercial Register, Business Names and Commercial Accounting

Title Thirty:757 The Commercial Register

Art. 927

1 The commercial register is a network of state-run databases. Its primary purpose is the recording and publication of legally relevant information about legal entities, which serves to provide legal certainty and protect third parties.

2 Legal entities for the purpose of this Title are:

1.

sole proprietorships;

2.

general partnerships;

3.

limited partnerships;

4.

companies limited by shares;

5.

partnerships limited by shares;

6.

limited liability companies;

7.

cooperatives;

8.

associations;

9.

foundations;

10.

 limited partnerships for capital investment schemes;

11.

investment companies with fixed capital;

12.

investment companies with variable capital;

13.

public institutions;

14.

branch offices.


Art. 928

1 The cantons are responsible for running the commercial register offices. They are free to run the commercial register on a cross-cantonal basis.

2 The Confederation shall exercise oversight over the keeping of the commercial register.


Art. 928a

1 The commercial register authorities shall work together to fulfil their tasks. They shall provide each other with the information and documents that are required to fulfil their tasks.

2 Unless the law provides otherwise, federal and cantonal courts and administrative authorities shall notify the commercial register offices of facts that require registration, amendment or deletion in the commercial register.

3 Information and notifications are provided free of charge.


Art. 928b

1 The Federal Supervisory Authority operates the central databases on the legal entities and persons recorded in the cantonal registers. The central databases allow the registered legal entities and persons to be found, and their data to be linked and differentiated.

2 The Federal Supervisory Authority is responsible for compiling the data for the central database on legal entities. It shall make the public data on legal entities available online free of charge for individual queries.

3 The commercial register offices are responsible for compiling the data for the central database on persons.

4 The Confederationis responsible for the security of the information systems and the legality of the data processing.


Art. 928c

1 The commercial register authorities shall use the OASI number systematically to identify natural persons.

2 They shall only disclose the OASI number to other authorities and institutions that require the number to carry out their statutory duties in connection with the commercial register and that are entitled to make systematic use of the number.

3 Natural persons recorded in the central database for persons shall also be allocated a non-descriptive personal number.


Art. 929

1 Entries in the commercial register must be true and must neither be misleading nor contrary to any public interest.

2 Recording in the commercial register is based on an application. Documents must be provided in support of the information to be recorded.

3 Entries may be made based on a judgment or ruling of a court or an administrative authority or ex officio.


Art. 930

The legal entities entered in the commercial register registered are assigned a business identification number in accordance with the Federal Act of 18 June 2010[759](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35716) on the Business Identification Number.

[759](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35716) [SR **431.03**](eli/cc/2010/705/en)


III. Obligation to register and voluntary registration

1. Sole proprietorships and branch offices

Art. 931

1 A natural person who operates a business that in the most recent financial year achieved revenues of at least 100 000 francs must have their sole proprietorships entered in the commercial register at the place of foundation. Exempted from this obligation are members of the liberal professions and farmers who do not operate a commercial business.

2 Branch offices must be entered in the commercial register of the place where they are located.

3 Sole proprietorships and branch offices that are not required to register are nonetheless entitled to be registered.


Art. 932

1 Public institutions must be entered in the commercial register if they primarily carry on a private gainful economic activity or if the federal, cantonal or communal law requires their registration. They shall be registered at the location of their seat.

2 Public institutions that are not required to register are nonetheless entitled to be registered.


Art. 933

1 If a fact must be entered in the commercial register, any change in this fact must also be recorded.

2 A person no longer associated with an entity is entitled to apply for the entry relating to them to be deleted. The Ordinance regulates the details.


1. Legal entities without business operations and without assets

Art. 934

1 If a legal entity is no longer operating as a business and if it no longer has any disposable assets, the commercial register office shall delete it from the commercial register.

2 The commercial register office shall request the legal entity to give notice of any interest in keeping the entry. If there is no response to this request, it shall request other persons concerned to give notice of any such interest by publishing the request in the Swiss Official Commercial Gazette. If there is no response to this request, the legal entity shall be deleted.[760](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35784)

3 If other persons concerned give notice of an interest in keeping the entry, the commercial register office shall refer the matter to the court for a decision.

[760](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35784) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).


2. In the event of a sole proprietorship or branch office having no domicile

Art. 934a

1 If a sole proprietorship no longer has a domicile, then if there is no response to a request published in the Swiss Official Commercial Gazette, it shall be deleted from the commercial register.[761](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35818)

2 If a branch office with a principal place of business in Switzerland no longer has a domicile, the branch office shall be deleted by the commercial register office if there is no response to a request made to the principal place of business.

[761](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35818) 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. 935

1 Any person claiming a legitimate interest may request the court to have a deleted legal entity reinstated in the commercial register.

2 A person shall have a legitimate interest in particular if:

1.

 on conclusion of the liquidation of the deleted legal entity not all its assets have been sold or distributed;

2.

 the deleted legal entity is still a party to court proceedings;

3.

 reinstatement is required in order to correct a public register; or

4.

 in a case of bankruptcy, reinstatement of the deleted legal entity is required in order to conclude the bankruptcy proceedings.

3 If there are defects in the organisation of the legal entity, the court shall take the required measures when ordering reinstatement.


I. Publicity and publication on the internet

Art. 936

1 The commercial register is public. The information made public includes the entries, applications and the supporting documents. OASI numbers are not public.

2 The entries, articles of association and foundation deeds shall be made accessible on the internet free of charge. Further documents and applications may be inspected at the commercial register office concerned or may on request be made accessible on the internet.

3 It shall be possible, based on certain criteria, to conduct a search of entries in the commercial register made accessible on the internet.

4 Amendments to the commercial register must remain chronologically traceable.


II. Publication in the Swiss Official Commercial Gazette and start of effectiveness

Art. 936a

1 Entries in the commercial register shall be published online in the Swiss Official Commercial Gazette. They become effective on publication.

2 All statutory publications shall also be made online in the Swiss Official Commercial Gazette.


Art. 936b

1 If a fact is entered in the commercial register, no one may claim that they were unaware of it.

2 Where the entry of a fact is required but such fact was not entered in the register, it may be relied on in relation to third parties only if it can be shown that they were aware of the said fact.

3 Any person who has relied in good faith on a recorded fact even though it was incorrect must be protected in their good faith unless there are overriding interests to the contrary.


Art. 937

The commercial register authorities shall verify whether the legal requirements for recording in the commercial register are met, and in particular whether the application and the supporting documents are not contrary to any mandatory regulations and have the legally required content.


Art. 938

1 The commercial register office shall request parties to fulfil the obligation to register and shall fix a deadline for doing so.

2 If the parties do not comply with the request within the deadline, the office shall record the required entries ex officio.


Art. 939

1 If the commercial register office identifies defects in the organisational aspects required by law of trading companies, cooperatives, associations, foundations not subject to supervision or branch offices with principal place of business abroad that are entered in the commercial register, it shall request the legal entity concerned to rectify the defect, and fix a deadline for doing so.

2 If the defect is not rectified not within the deadline, the office shall refer the matter to the court. The court shall take the required measures.

3 In the case of foundations and legal entities that are subject to supervision under the Collective Investment Schemes Act of 23 June 2006[762](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35965), the matter shall be referred to the supervisory authority.

[762](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35965) [SR **951.31**](eli/cc/2006/822/en)


Art. 940

Any person who is served by the commercial register office with a request to fulfil their obligation to register containing a reference to the penalties under this Article and who fails to comply with this obligation within the period allowed may be issued by the commercial register office with a fixed penalty not exceeding 5000 francs.


Art. 941

1 Any person who gives cause for the commercial register authority to issue a ruling or who claims a service from the same must pay a fee.

2 The Federal Council shall regulate the charging of the individual fees, in particular:

1.

the basis for calculating the fees;

2.

the waiving of fees;

3.

 liability when more than one person is required to pay a fee;

4.

the due date, billing and advance payment of fees;

5.

the prescription of fee debts;

6.

 the share of cantonal fee revenues paid to the Confederation.

3 It shall take account of the equivalence principle and the break-even principle in regulating the fees.


Art. 942

1 Rulings of the commercial register offices may be contested within 30 days of being issued.

2 Each canton shall designate a higher court as the sole appellate authority.

3 The cantonal courts shall give notice of their decisions to the commercial register office without delay and shall also give notice thereof to the federal oversight authority.


Art. 943

The Federal Council shall issue regulations on:

1.

 the keeping of the commercial register and oversight;

2.

 application, registration, amendment, deletion and reinstatement;

3.

the content of entries;

4.

the supporting documents and their verification;

5.

publication and effectiveness;

6.

 the organisation of the Swiss Official Commercial Gazette and its publication;

7.

cooperation and obligation to provide information;

8.

the use of OASI numbers and personal numbers;

9.

 the centralised databases on legal entities and persons;

10.

the modalities for electronic communication;

11.

the procedures.


A. General principles of business name composition

Art. 944

1 In addition to the essential content required by law, each business name may contain information which serves to describe the persons mentioned in greater detail, an allusion to the nature of the company or an invented name provided that the content of the business name is truthful, cannot be misleading and does not run counter to any public interest.

2 The Federal Council may enact provisions regulating the permissible scope for use of national and territorial designations in business names.


Art. 945

1 A person operating a business as sole proprietor must use his family name, with or without first name, as the essential content of his business name.

2 If the business name contains other family names, it must indicate which one is the proprietor’s family name.[764](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36135)

3 The business name must not have any kind of suffix or ending which suggests constitution as a company or partnership.

[764](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36135) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).


2. Exclusivity of the registered business name

Art. 946

1 The name of a sole proprietorship[765](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36163) entered in the commercial register may not be used by another business proprietor in the same location even if he has the same first name and family name from which the older business name is formed.

2 In such a case, the owner of the newer business must add a suffix or ending to his own name to produce a business name which is clearly distinct from the older business name.

3 Claims in respect of unfair competition against sole proprietorships[766](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36175) registered in other locations are reserved.

[765](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36163) Footnote relevant to German version.

[766](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36175) Footnote relevant to German version.


Art. 947 and 948767

[767](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36186) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)). See however the transitional provision to this amendment at the end of the text.


Art. 949768

[768](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36206) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Art. 950769

1 Commercial enterprises and cooperatives are free to choose their business name subject to the general principles on the composition of business names. The business name must indicate the legal form.

2 The Federal Council shall specify which abbreviations of legal forms are permitted.

[769](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36238) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).


Art. 951770

The business names of a commercial enterprise or a cooperatives must be clearly distinct from every other business name of businesses in any of these legal forms already registered in Switzerland.

[770](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36266) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)). See however the transitional provision to this amendment at the end of the text.


Art. 952

1 A branch office must have the same business name as the principal place of business; however, it may append a special addition to its business name providing this applies only to that particular branch office.

2 The business name of the branch office of a company whose seat is outside Switzerland must also indicate the location of the principal place of business, the location of the branch office and the express designation of branch office.


Art. 953771

[771](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36303) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).


Art. 954

The previous business name may be retained where the name of the business owner or partner contained therein has been changed by operation of law or by the competent authority.


B. Obligation to use business and other names

Art. 954a772

1 In correspondence, on order forms and invoices and in official communications, the business or other name entered in the commercial register must be given in full and unamended.

2 Shortened names, logos, trade names, brand names and similar may also be used.

[772](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36336) 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. 955

The registrar is obliged ex officio to ensure that the interested parties comply with the provisions governing the composition of business names.


D. Reservation of other provisions of federal law

Art. 955a774

The registration of a business name does not relieve the persons entitled to use the same of the obligation to comply with other provisions of federal law, in particular on protection against deceit in business.

[774](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36401) Inserted by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017 ([AS **2015** 3631](eli/oc/2015/609/en);[BBl **2009** 8533](eli/fga/2009/1471/en)).


Art. 956

1 The business name of a sole proprietor or commercial company or cooperative entered in the commercial register and published in the Swiss Official Gazette of Commerce is for the exclusive use of the party that registered it.

2 A party whose interests are injured by the unauthorised use of a business name may apply for an injunction banning further abuse of the business name and sue for damages if the unauthorised user is at fault.


Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777

A. Duty to keep accounts and file financial reports

Art. 957

1 The duty to keep accounts and file financial reports in accordance with the following provisions applies to:

1.

 sole proprietorships and partnerships that have achieved sales revenue of at least 500,000 francs in the last financial year;

2.

legal entities.

2 The following need only keep accounts on income and expenditure and on their asset position:

1.

 sole proprietorships and partnerships with less than 500,000 francs sales revenue in the last financial year;

2.

 associations and foundations which are not required to be entered in the commercial Register;

3.

 foundations that are exempt from the requirement to appoint an external auditor under Article 83_b_ paragraph 2 Swiss Civil Code[778](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36523).

3 For undertakings in accordance with paragraph 2, recognised accounting principles apply_mutatis mutandis_.

[778](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36523) [SR **210**](eli/cc/24/233%5F245%5F233/en)


Art. 957a

1 Accounting forms the basis for financial reporting. It records the transactions and circumstances that are required to present the asset, financing and earnings position of the undertaking (the economic position).

2 It follows the recognised accounting principles. Particular note must be taken of the following:

1.

 the complete, truthful and systematic recording of transactions and circumstances;

2.

 documentary proof for individual accounting procedures;

3.

clarity;

4.

 fitness for purpose given the form and size of the undertaking;

5.

verifiability.

3 An accounting voucher is any written record on paper or in electronic or comparable form that is required to be able to verify the business transaction or the circumstances behind an accounting entry.

4 Accounting is carried out in the national currency or in the currency required for business operations.

5 It is carried out in one of the official Swiss languages or in English. It may be carried out in writing, electronically or in a comparable manner.


Art. 958

1 Financial reporting is intended to present the economic position of the undertaking in such a manner that third parties can make a reliable assessment of the same.

2 The accounts are filed in the annual report. This contains the annual accounts (the financial statements of the individual entity), comprising the balance sheet, the profit and loss account and the notes to the accounts. The regulations for larger undertakings and corporate groups are reserved.

3 The annual report must be prepared within six months of the end of the financial year and submitted to the responsible management body or the responsible persons for approval. It must be signed by the chairperson of the supreme management or administrative body and the person responsible for financial reporting within the undertaking.


Art. 958a

1 Financial reporting is based on the assumption that the undertaking will remain a going concern for the foreseeable future.

2 If it is intended or probably inevitable that all or some activities will cease in the next twelve months from the balance sheet date, then the financial reports for the relevant parts of undertaking must be based on realisable values. Provisions must be made for expenditures associated with ceasing activities.

3 Derogations from the going-concern assumption must be specified in the notes to the accounts; their influence on the economic position must be explained.


2. Chronological and material distinction

Art. 958b

1 Expenditure and income must be entered separately depending on the date and nature of the transaction.

2 Provided the net proceeds from the sale of goods or services or financial income does not exceed 100,000 francs, accruals based on time may be dispensed with and instead based on expenditure and income.

3 If the financial reporting is not carried out in francs, the annual average exchange rate shall be applied to ascertain the value in accordance with paragraph 2.[779](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36631)

[779](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36631) 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. Recognised financial reporting principles

Art. 958c

1 The following principles in particular apply to financial reports:

1.

they must be clear and understandable;

2.

they must be complete;

3.

they must be reliable;

4.

 they must include the essential information;

5.

they must be prudent;

6.

 the same rules must be applied in presentation and valuation;

7.

 assets and liabilities and income and expenditure may not be offset against each other.

2 The sum entered for the individual items on the balance sheet and in the notes to the account must be proven by an inventory or by some other method.

3 Financial reports must be adapted to the special features of the undertaking and the sector while retaining the statutory minimum content.


Art. 958d

1 The balance sheet and the profit and loss account may be presented in account or in report form. Items that have no or a negligible value need not be shown separately.

2 In the annual accounts, the corresponding values of the previous year must be shown alongside the figures for the relevant financial year.

3 Financial reports are presented in the national currency or in the currency required for business operations. If the national currency is not used, the values must also be shown in the national currency. The exchange rates applied must be published in the notes to the accounts and if applicable explained.

4 Financial reports are presented in one of the official Swiss languages or in English.


Art. 958e

1 Following their approval by the competent management body, the annual accounts and consolidated accounts together with the audit reports must either be published in the Swiss Official Gazette of Commerce or sent as an official copy to any person who requests the same within one year of their approval at his or her expense where the undertaking:

1.

has outstanding debentures; or

2.

has equity securities listed on a stock market.

2 Other undertakings must allow creditors who prove a legitimate interest to inspect the annual report and the audit reports. In the event of a dispute, the court decides.

3 If the undertaking exercises a waiver in accordance with Article 961_d_ paragraph 1, 962 paragraph 3 or 963_a_ paragraph 1 number 2, publication and inspection shall be governed by the rules for its own annual accounts.[781](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36763)

[781](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36763) 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. Keeping and retaining accounting records

Art. 958f

1 The accounting records and the accounting vouchers together with the annual report and the audit report must be retained for ten years. The retention period begins on expiry of the financial year.

2 The annual report and the audit report must be retained in a written form and signed.

3 The accounting records and the accounting vouchers may be retained on paper, electronically or in a comparable manner, provided that correspondence with the underlying business transactions and circumstances is guaranteed thereby and provided they can be made readable again at any time.

4 The Federal Council shall issue regulations on the accounting records that must be kept, the principles for keeping and retaining them and on the information carriers that may be used.


Division Four:756 The Commercial Register, Business Names and Commercial Accounting

Section Two: Annual Accounts and Interim Accounts782

I. Purpose of the balance sheet, duty to prepare a balance sheet and balance sheet eligibility

Art. 959

1 The balance sheet shows the asset and financing position of the undertaking on the balance sheet date. It is structured into assets and liabilities.

2 Items must be entered on the balance sheet as assets if due to past events they may be disposed of, a cash inflow is probable and their value can be reliably estimated. Other assets may not be entered on the balance sheet.

3 Cash and cash equivalents and other assets that will probably become cash or cash equivalents assets or otherwise be realised within one year of the balance sheet date or within the normal operating cycle must be entered on the balance sheet as current assets. All other assets are entered on the balance sheet as capital assets.

4 Borrowed capital and shareholders’ equity must be entered on the balance sheet as liabilities.

5 Liabilities must be entered on the balance sheet as borrowed capital if they have been caused by past events, a cash outflow is probable and their value can be reliably estimated.

6 Liabilities must be entered on the balance sheet as current liabilities if they are expected to fall due for payment within one year of the balance sheet date or within the normal operating cycle. All other liabilities must be entered on the balance sheet as long-term liabilities.

7 The shareholders’ equity must be shown and structured in the required legal form.


Art. 959a

1 Among the assets, the liquidity ratio must be shown based on at least the following items, both individually and in the specified order:

1.

 current assets:

a.

 cash and cash equivalents and current assets with a stock exchange price,

b.

trade receivables,

c.

other current receivables,

d.

inventories and non-invoiced services,

e.

accrued income and prepaid expenses;

2.

 capital assets:

a.

financial assets,

b.

shareholdings,

c.

tangible fixed assets,

d.

intangible fixed assets,

e.

 non-paid up basic, shareholder or foundation capital.

2 The due date of liabilities must be shown based on at least the following items, both individually and in the specified order:

1.

 current borrowed capital:

a.

trade creditors,

b.

current interest-bearing liabilities,

c.

other current liabilities,

d.

deferred income and accrued expenses;

2.

 long-term borrowed capital:

a.

long-term interest-bearing liabilities,

b.

other long-term liabilities,

c.

 provisions and similar items required by law;

3.

 shareholders’ equity:

a.

 basic, shareholder or foundation capital, if applicable separately according to participation classes,

b.

statutory capital reserves,

c.

statutory retained earnings,

 d.[783](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36956)

voluntary retained earnings,

 e.[784](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36981)

own capital shares as negative items,

 f.[785](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37006)

 profit carried forward or loss carried forward as negative items,

 g.[786](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37031)

 annual profit or annual loss as negative items.

3 Other items must be shown individually on the balance sheet or in the notes to the accounts, provided this is essential so that third parties can assess the asset or financing position or is customary as a result of the activity of the company.

4 Receivables and liabilities vis-à-vis direct or indirect participants and management bodies and vis-à-vis undertakings in which there is a direct or indirect participation must in each case be shown separately on the balance sheet or in the notes to the accounts.

[783](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36956) 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)).

[784](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36981) 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)).

[785](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37006) 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)).

[786](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37031) 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)).


B. Profit and loss account; minimum structure

Art. 959b

1 The profit and loss account shall present the earnings of the company over the financial year. It may be prepared according to the period-based accounting method or the cost of sales method.

2 If the period-based accounting method is used (nature of expense method), a minimum of the following items must be shown individually and in the specified order:

1.

net proceeds from sales of goods and services;

2.

 changes in inventories of unfinished and finished goods and in non-invoiced services;

3.

cost of materials;

4.

staff costs;

5.

other operational costs;

6.

 depreciation and valuation adjustments on fixed asset items;

7.

financial costs and financial income;

8.

 non-operational costs and non-operational income;

9.

 extraordinary, non-recurring or prior-period costs and income;

10.

direct taxes;

11.

annual profit or annual loss.

3 If the cost of sales method is used (activity-based costing method), a minimum of the following items must be shown individually and in the specified order:

1.

net proceeds from sales of goods and services;

2.

 acquisition or manufacturing costs of goods and services sold;

3.

administrative costs and distribution costs;

4.

financial costs and financial income;

5.

 non-operational costs and non-operational income;

6.

 extraordinary, non-recurring or prior-period costs and income;

7.

direct taxes;

8.

annual profit or annual loss.

4 If the cost of sales method is used, the notes to the accounts must also show the staff costs and, as a single item, depreciation and valuation adjustments to fixed asset items.

5 Other items must be shown individually in the profit and loss account or in the notes to the accounts to the extent that this is essential in order that third parties can assess the earning power or is customary as a result of the activity of the company.


Art. 959c

1 The notes to the annual accounts supplement and explain the other parts of the annual accounts. They contain:

1.

 details of the principles applied in the annual accounts where these are not specified by law;

2.

 information, breakdowns and explanations relating to items on the balance sheet and in the profit and loss account;

3.

 the total amount of replacement reserves used and the additional hidden reserves, if this exceeds the total amount of new reserves of the same type where the result achieved thereby is considerably more favourable;

4.

other information required by law.

2 The notes to the accounts must also include the following information, unless it is already provided on the balance sheet or in the profit and loss account:

1.

 the business name or name of the undertaking as well as its legal form and registered office;

2.

 a declaration as to whether the number of full-time positions on annual average is no more than 10, 50 or 250;

3.

 the business name, legal form and registered office of undertakings in which direct or substantial indirect shareholdings are held, stating the share of the capital and votes held;

 4.[787](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37181)

 the number of its own shares that the undertaking itself or the undertakings that it controls hold (Art. 963);

5.

 acquisitions and sales of its own shares and the terms on which they were acquired or sold;

6.

 the residual amount of the liabilities from sale-like leasing transactions and other leasing obligations, unless these expire or may be terminated within twelve months of the balance sheet date expiry or be terminated may;

7.

liabilities vis-à-vis pension schemes;

8.

 the total amount of collateral for third party liabilities;

9.

 the total amount of assets used to secure own liabilities and assets under reservation of ownership;

10.

 legal or actual obligations for which a cash outflow either appears unlikely or is of an amount that cannot be reliably estimated (contingent liabilities);

11.

 the number and value of shares or options on shares held by management or administrative bodies and by employees;

12.

 explanations of exceptional, non-recurring or prior-period items in the profit and loss account;

13.

 significant events occurring after the balance sheet date;

 14.[788](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37234)

 in the event of the external auditor’s premature resignation or removal: the reasons therefor;

 15.[789](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37259)

 all the capital increases and capital reductions that the board of directors has made within a capital band.

3 Sole proprietorships and partnerships may dispense with notes to the accounts if they are not required to file financial reports under the regulations for larger undertakings. If additional information is required in the regulations on the minimum structure of the balance sheet and profit and loss account and the notes to the accounts are dispensed with, this information must be shown directly on the balance sheet or in the profit and loss account.

4 Undertakings with outstanding debentures must provide information on the amounts concerned, interest rates, maturity dates and other conditions.

[787](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37181) 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)).

[788](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37234) 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)).

[789](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37259) 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. 960

1 Assets and liabilities are normally valued individually, provided they are significant and not normally consolidated as a group for valuation purposes due to their similarity.

2 Valuation must be carried out prudently, but this must not prevent the reliable assessment of the economic position of the undertaking.

3 If there are specific indications that assets have been overvalued or that provisions are too low, the values must be reviewed and adjusted if necessary.


Art. 960a

1 When first recorded, assets must be valued no higher than their acquisition or manufacturing costs.

2 In any subsequent valuation, assets must not be valued higher than their acquisition or manufacturing costs. Provisions on individual types of assets are reserved.

3 Loss in value due to usage or age must be taken into account through depreciation, while other losses in value must be taken into account through valuation adjustments. Depreciation and valuation adjustments must be applied in accordance with generally recognised commercial principles. They must be deducted directly or indirectly from the relevant assets and charged to the profit and loss account and may not be shown under liabilities.

4 For replacement purposes and to ensure the long-term prosperity of the undertaking, additional depreciation and valuation adjustments may be made. For the same purposes, the cancellation of depreciation and valuation adjustments that are no longer justified may be dispensed with.


Art. 960b

1 In the subsequent valuation, assets with a stock exchange price or another observable market price in an active market may be valued at that price as of the balance sheet date, even if this price exceeds the nominal value or the acquisition value. Any person who exercises this right must value all assets in corresponding positions on the balance sheet that have an observable market price at the market price as of the balance sheet date. In the notes to the accounts, reference must be made to this valuation. The total value of the corresponding assets must be disclosed separately for securities and other assets with observable market price.

2 If assets are valued at the stock exchange price or at the market price as of the balance sheet date, a value adjustment to be charged to the profit and loss account may be made in order to take account of fluctuations in the price development. Such valuation adjustments are not permitted, however, if they would result in both the acquisition value and the lower market value being undercut. The total amount of fluctuation reserves must be shown separately on the balance sheet or in the notes to the accounts.


3. Inventories and non-invoiced services

Art. 960c

1 If the realisable value in the subsequent valuation of inventories and non-invoiced services taking account of expected costs is less than the acquisition or manufacturing costs on balance sheet date, this value must be entered.

2 Inventories comprise raw materials, work in progress, finished goods and resale merchandise.


Art. 960d

1 Capital assets are assets that are acquired with the intention of using or holding them for the long-term.

2 Long-term means a period of more than twelve months.

3 Shareholdings are shares in the capital of another undertaking that are held for the long-term and confer a significant influence. This is presumed if the shares confer at least 20 per cent of the right to vote.


Art. 960e

1 Liabilities must be entered at their nominal value.

2 If past events lead to the expectation of a cash outflow in future financial years, the provisions probably required must be made and charged to the profit and loss account.

3 Provisions may also be made in particular for:

1.

 regularly incurred expenditures from guarantee commitments;

2.

renovations to tangible fixed assets;

3.

restructuring;

4.

 securing the long-term prosperity of the undertaking.

4 Provisions that are no longer required need not be cancelled.


Art. 960f790

1 An interim account shall be prepared in accordance with the rules on annual accounts and shall comprise a balance sheet, a profit and loss account and the notes to the accounts. The rules for larger undertakings and groups are reserved.

2 Simplifications or abbreviations are permitted provided they do not adversely affect the presentation of the business performance. The account must as a minimum have the headings and subtotals contained in the most recent annual accounts. In addition, the notes to interim accounts shall contain the following information:

1.

the purpose of the interim account;

2.

 the simplifications and abbreviations, including any derogations from the principles applied in the most recent annual accounts;

3.

 other factors that have significantly influenced the economic situation of the undertaking during the reporting period, in particular comments on seasonal factors.

3 The interim account shall be designated as such. It must be signed by the chair of the highest management or administration body and the person responsible within the undertaking for the interim account.

[790](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37411) 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 Three: Financial Report for Larger Undertakings

A. Additional requirements for the annual report

Art. 961

Undertakings that are required by law to have an ordinary audit must:

1.

 provide additional information in the notes to the annual accounts;

2.

 prepare a cash flow statement as part of the annual accounts;

3.

draw up a management report.


B. Additional information in the notes to the annual accounts

Art. 961a

The notes to the annual accounts must also contain the following information:

1.

 long-term interest-bearing liabilities, arranged according to due date within one to five years or after five years;

2.

 on the fees paid to the external auditor, with separate items for audit services and other services.


Art. 961b

The cash flow statement presents separately changes in cash and cash equivalents from business operations, investment activities and financing activities.


Art. 961c

1 The management report presents the business performance and the economic position of the undertaking and, if applicable, of the corporate group at the end of the financial year from points of view not covered in the annual accounts.

2 The management report must in particular provide information on:

1.

 the number of full-time positions on annual average;

2.

the conduct of a risk assessment;

3.

orders and assignments;

4.

research and development activities;

5.

extraordinary events;

6.

future prospects.

3 The management report must not contradict the economic position presented in the annual accounts.


Art. 961d

1 The additional information in the notes to the annual accounts, the cash flow statement and the management report may be dispensed with if:

1.

 the undertaking prepares an account or consolidated accounts in accordance with a recognised financial reporting standard; or

2.

 a legal entity that controls the undertaking prepares consolidated accounts in accordance with a recognised financial reporting standard.[792](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37576)

2 The following persons may request financial reports in accordance with the regulations in this Section:

1.

 company members who represent at least 10 per cent of the basic capital;

2.

 10 per cent of cooperative members or 20 per cent of the members of an association;

3.

 any company member or any member subject to personal liability or a duty to pay in further capital.

[792](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37576) 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: Financial Statements in accordance with Recognised Financial Reporting Standards

Art. 962

1 In addition to annual accounts under this Title, the following must prepare financial statements in accordance with a recognised financial reporting standard:

1.

 companies whose equity securities are listed on a stock market, if the stock market so requires;

2.

cooperatives with a minimum of 2000 members;

3.

 foundations that are required by law to have an ordinary audit.

2 The following may also request financial statements in accordance with a recognised standard:

1.

 company members who represent at least 20 per cent of the basic capital;

2.

 10 per cent of cooperative members or 20 per cent of the members of an association;

3.

 any company member or any member subject to personal liability or a duty to pay in further capital.

3 The duty to prepare financial statements in accordance with a recognised standard ceases to apply if consolidated accounts are prepared in accordance with a recognised standard.

4 The supreme management or administrative body is responsible for choosing the recognised standard, unless the Articles of Association, the by-laws or the foundation deed provide otherwise or the supreme management body fails to specify the recognised standard.