Swiss Code of Obligations

220
English is not an official language of the Swiss Confederation. This translation is pro-
vided for information purposes only and has no legal force.
Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)
of 30 March 1911 (Status as of 9 February 2023)
The Federal Assembly of the Swiss Confederation,

having considered the Dispatches of the Federal Council dated 3 March 1905 and
1 June 19091
decrees:
Division One: General Provisions

Title One: Creation of Obligations
Section One: Obligations arising by Contract
Art. 1
A. Conclusion of 1 The conclusion of a contract requires a mutual expression of intent by
the contract
I. Mutual expres-
the parties.
sion of intent 2 The expression of intent may be express or implied.
1. In general
Art. 2
2. Secondary 1 Where the parties have agreed on all the essential terms, it is presumed
terms
that the contract will be binding notwithstanding any reservation on sec-
ondary terms.
2 In the event of failure to reach agreement on such secondary terms, the
court must determine them with due regard to the nature of the transac-
tion.
3 The foregoing is subject to the provisions governing the form of con-
tracts.
AS 27 317 and BS 2 199

1 BBl 1905 II 1, 1909 III 747, 1911 I 695
1 / 542
220 Code of Obligations
Art. 3
II. Offer and ac- 1 A person who offers to enter into a contract with another person and
ceptance
1. Offer subject
sets a time limit for acceptance is bound by his offer until the time limit
to time limit expires.
2 He is no longer bound if no acceptance has reached him on expiry of
the time limit.
Art. 4
2. Offer without 1Where an offer is made in the offeree’s presence and no time limit for
time limit
a. In the parties’
acceptance is set, it is no longer binding on the offeror unless the offeree
presence accepts it immediately.
2 Contracts concluded by telephone are deemed to have been concluded
in the parties’ presence where they or their agents communicated in per-
son.
Art. 5
b. In the parties’ 1Where an offer is made in the offeree’s absence and no time limit for
absence
acceptance is set, it remains binding on the offeror until such time as he
might expect a reply sent duly and promptly to reach him.
2 He may assume that his offer has been promptly received.
3 Where an acceptance sent duly and promptly is late in reaching the
offeror and he does not wish to be bound by his offer, he must immedi-
ately inform the offeree.
Art. 6
3. Implied ac- Where the particular nature of the transaction or the circumstances are
ceptance
such that express acceptance cannot reasonably be expected, the con-
tract is deemed to have been concluded if the offer is not rejected within
a reasonable time.
Art. 6a2
3a. Unsolicited 1 The sending of unsolicited goods does not constitute an offer.
goods
2 The recipient is not obliged to return or keep such goods.
3 Where unsolicited goods have obviously been sent in error, the recip-
ient must inform the sender.
2 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991

(AS 1991 846; BBl 1986 II 354).
2 / 542
Amendment of the Swiss Civil Code. FA 220
Art. 7
4. Non-binding 1 An offeror is not bound by his offer if he has made express declaration
offer, announce-
ment of prices, to that effect or such a reservation arises from the circumstances or from
display the particular nature of the transaction.
2The sending of tariffs, price lists and the like does not constitute an
offer.
3By contrast, the display of merchandise with an indication of its price
does generally constitute an offer.
Art. 8
5. Publicly 1 A person who publicly promises remuneration or a reward in exchange
promised remu-
neration for the performance of an act must pay in accordance with his promise.
2If he withdraws his promise before performance has been made, he
must reimburse any person incurring expenditure in good faith on ac-
count of the promise up to the maximum amount promised unless he
can prove that such person could not have provided the performance in
question.
Art. 9
6. Withdrawal of 1 An offer is deemed not to have been made if its withdrawal reaches
offer and ac-
ceptance the offeree before or at the same time as the offer itself or, where it ar-
rives subsequently, if it is communicated to the offeree before he be-
comes aware of the offer.
2 The same applies to a withdrawal of an acceptance.
Art. 10
III. Entry into ef- 1 A contract concluded in the parties’ absence takes effect from the time
fect of a contract
concluded in the acceptance is sent.
parties’ absence
2 Where express acceptance is not required, the contract takes effect
from the time the offer is received.
Art. 11
B. Form of con- 1The validity of a contract is not subject to compliance with any partic-
tracts
I. Formal re-
ular form unless a particular form is prescribed by law.
quirements and
significance in
2 In the absence of any provision to the contrary on the significance and
general effect of formal requirements prescribed by law, the contract is valid
only if such requirements are satisfied.
3 / 542
Art. 12
II. Written form Where the law requires that a contract be done in writing, the require-
1. Form required ment also applies to any amendment to the contract with the exception
by law
a. Scope of supplementary collateral clauses that do not conflict with the original
document.
Art. 13
b. Effect 1A contract required by law to be in writing must be signed by all per-
sons on whom it imposes obligations.
2 ...3
Art. 14
c. Signature 1 Signatures must be appended by hand by the parties to the contract.
2 A signature reproduced by mechanical means is recognised as suffi-
cient only where such reproduction is customarily permitted, and in par-
ticular in the case of signatures on large numbers of issued securities.
2bisAn authenticated electronic signature combined with an authenti-
cated time stamp within the meaning of the Federal Act of 18 March
20164 on Electronic Signatures is deemed equivalent to a handwritten
signature, subject to any statutory or contractual provision to the con-
trary.5
3 The signature of a blind person is binding only if it has been duly cer-
tified or if it is proved that he was aware of the terms of the document
at the time of signing.
Art. 15
d. Mark in lieu Subject to the provisions relating to bills of exchange, any person unable
of signature
to sign may make a duly certified mark by hand or give a certified dec-
laration in lieu of a signature.
Art. 16
2. Form stipu- 1 Where the parties agree to make a contract subject to formal require-
lated by contract
ments not prescribed by law, it is presumed that the parties do not wish
to assume obligations until such time as those requirements are satisfied.
3 Repealed by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, with effect

from 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679).
4 SR 943.03
5 Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures
(AS 2004 5085; BBl 2001 5679). Amended by Annex No II 4 of the FA of 18 March 2016
on Electronic Signatures, in force since 1 Jan. 2017 (AS 2016 4651; BBl 2014 1001).
4 / 542
2 Where the parties stipulate a written form without elaborating further,

the provisions governing the written form as required by law apply to
satisfaction of that requirement.
Art. 17
C. Cause of obli- An acknowledgment of debt is valid even if it does not state the cause
gation
of the obligation.
Art. 18
D. Interpretation 1 When assessing the form and terms of a contract, the true and common
of contracts, sim-
ulation intention of the parties must be ascertained without dwelling on any in-
exact expressions or designations they may have used either in error or
by way of disguising the true nature of the agreement.
2A debtor may not plead simulation as a defence against a third party
who has become his creditor in reliance on a written acknowledgment
of debt.
Art. 19
E. Terms of the 1 The terms of a contract may be freely determined within the limits of
contract
I. Definition of
the law.
terms 2Clauses that deviate from those prescribed by law are admissible only
where the law does not prescribe mandatory forms of wording or where
deviation from the legally prescribed terms would contravene public
policy, morality or rights of personal privacy.
Art. 20
II. Nullity 1 A contract is void if its terms are impossible, unlawful or immoral.
2 However, where the defect pertains only to certain terms of a contract,
those terms alone are void unless there is cause to assume that the con-
tract would not have been concluded without them.
Art. 21
III. Unfair ad- 1 Where there is a clear discrepancy between performance and consid-
vantage
eration under a contract concluded as a result of one party’s exploitation
of the other’s straitened circumstances, inexperience or thoughtlessness,
the person suffering damage may declare within one year that he will
not honour the contract and demand restitution of any performance al-
ready made.
2 The one-year period commences on conclusion of the contract.
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Art. 22
IV. Agreement 1Parties may reach a binding agreement to enter into a contract at a later
to conclude a
contract date.
2 Where in the interests of the parties the law makes the validity of a
contract conditional on observance of a particular form, the same applies
to the agreement to conclude a contract.
Art. 23
F. Defect in con- A party labouring under a fundamental error when entering into a con-
sent
I. Error
tract is not bound by that contract.
1. Effect
Art. 24
2. Cases of mis- 1 An error is fundamental in the following cases in particular:
take
1. where the party acting in error intended to conclude a contract
different from that to which he consented;
2. where the party acting in error has concluded a contract relating
to a subject matter other than the subject matter he intended or,
where the contract relates to a specific person, to a person other
than the one he intended;
3. where the party acting in error has promised to make a signifi-
cantly greater performance or has accepted a promise of a sig-
nificantly lesser consideration than he actually intended;
4. where the error relates to specific facts which the party acting in
error considered in good faith to be a necessary basis for the
contract.
2 However, where the error relates solely to the reason for concluding
the contract, it is not fundamental.
3Calculation errors do not render a contract any less binding, but must
be corrected.
Art. 25
3. Invoking error 1 A person may not invoke error in a manner contrary to good faith.
contrary to good
faith 2In particular, the party acting in error remains bound by the contract
he intended to conclude, provided the other party accepts that contract.
Art. 26
4. Error by negli- 1 A party acting in error and invoking that error to repudiate a contract
gence
is liable for any damage arising from the nullity of the agreement where
the error is attributable to his own negligence, unless the other party
knew or should have known of the error.
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2In the interests of equity, the court may award further damages to the
person suffering damage.
Art. 27
5. Incorrect in- Where an offer to enter into a contract or the acceptance of that offer
termediation
has been incorrectly communicated by a messenger or other intermedi-
ary, the provisions governing error apply mutatis mutandis.
Art. 28
II. Fraud 1 A party induced to enter into a contract by the fraud of the other party
is not bound by it even if his error is not fundamental.
2 A party who is the victim of fraud by a third party remains bound by
the contract unless the other party knew or should have known of the
fraud at the time the contract was concluded.
Art. 29
III. Duress 1Where a party has entered into a contract under duress from the other
1. Consent to party or a third party, he is not bound by that contract.
contract
2 Where the duress originates from a third party and the other party nei-
ther knew nor should have known of it, a party under duress who wishes
to be released from the contract must pay compensation to the other
party where equity so requires.
Art. 30
2. Definition of 1 A party is under duress if, in the circumstances, he has good cause to
duress
believe that there is imminent and substantial risk to his own life, limb,
reputation or property or to those of a person close to him.
2 The fear that another person might enforce a legitimate claim is taken
into consideration only where the straitened circumstances of the party
under duress have been exploited in order to extort excessive benefits
from him.
Art. 31
IV. Defect of 1 Where the party acting under error, fraud or duress neither declares to
consent negated
by ratification of the other party that he intends not to honour the contract nor seeks res-
the contract titution for the performance made within one year, the contract is
deemed to have been ratified.
2The one-year period runs from the time that the error or the fraud was
discovered or from the time that the duress ended.
3The ratification of a contract made voidable by duress or fraud does
not automatically exclude the right to claim damages.
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Art. 32
G. Agency 1 The rights and obligations arising from a contract made by an agent in
I. With authori- the name of another person accrue to the person represented, and not to
sation
1. In general the agent.
a. Effect of
agency
2 Where the agent did not make himself known as such when making
the contract, the rights and obligations arising therefrom accrue directly
to the person represented only if the other party must have inferred the
agency relationship from the circumstances or did not care with whom
the contract was made.
3Where this is not the case, the claim must be assigned or the debt as-
sumed in accordance with the principles governing such measures.
Art. 33
b. Scope of au- 1Where authority to act on behalf of another stems from relationships
thority
established under public law, it is governed by the public law provisions
of the Confederation or the cantons.
2 Where such authority is conferred by means of the transaction itself,
its scope is determined by that transaction.
3 Where a principal grants such authority to a third party and informs
the latter thereof, the scope of the authority conferred on the third party
is determined according to wording of the communication made to him.
Art. 34
2. Authority aris- 1 A principal authorising another to act on his behalf by means of a
ing from a trans-
action transaction may restrict or revoke such authority at any time without
a. Restriction prejudice to any rights acquired by those involved under existing legal
and revocation
relationships, such as an individual contract of employment, a partner-
ship agreement or a mandate.6
2 Any advance waiver of this right by the principal is void.
3 Where the represented party has expressly or de facto announced the
authority he has conferred, he may not invoke its total or partial revoca-
tion against a third party acting in good faith unless he has likewise an-
nounced such revocation.
Art. 35
b. Effect of 1 The authority conferred by means of a transaction is extinguished on
death, incapac-
ity, etc. the loss of capacity to act, bankruptcy, death, or declaration of presumed
6 Amended by No II Art. 1 No 1 of the FA of 25 June 1971, in force since 1 Jan. 1972

(AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Ti-
tle X, at the end of this Code.
8 / 542
death of the principal or the agent, unless the contrary has been agreed
or is implied by the nature of the transaction.7
2The same applies on the dissolution of a legal entity or a company or
partnership entered in the commercial register.
3 The mutual personal rights of the parties are unaffected.
Art. 36
c. Return of the 1 Where an agent has been issued with an instrument setting out his au-
instrument con-
ferring authority thority, he must return it or deposit it with the court when that authority
has ended.
2 Where the principal or his legal successors have omitted to insist on
the return of such instrument, they are liable to bona fide third parties
for any damage arising from that omission.
Art. 37
d. Time from 1 Until such time as an agent becomes aware that his authority has
which end of au-
thority takes ef- ended, his actions continue to give rise to rights and obligations on the
fect part of the principal or the latter’s legal successors as if the agent's au-
thority still existed.
2This does not apply in cases in which the third party is aware that the
agent’s authority has ended.
Art. 38
II. Without au- 1 Where a person without authority enters into a contract on behalf of a
thority
1. Ratification
third party, rights and obligations do not accrue to the latter unless he
ratifies the contract.
2 The other party has the right to request that the represented party ratify
the contract within a reasonable time, failing which he is no longer
bound by it.
Art. 39
2. Failure to rat- 1 Where ratification is expressly or implicitly refused, action may be
ify
brought against the person who acted as agent for compensation in re-
spect of any damage caused by the extinction of the contract unless he
can prove that the other party knew or should have known that he lacked
the proper authority.
2Where the agent is at fault, the court may order him to pay further
damages on grounds of equity.
3 In all cases, claims for unjust enrichment are reserved.
7 Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons

and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).
9 / 542
Art. 40
III. Reservation The special provisions governing the authority of agents and governing
of special provi-
sions bodies of companies and partnerships and of registered and other au-
thorised agents are unaffected.
Art. 40a8
H. Revocation in 1 The following provisions apply to contracts relating to goods and ser-
door-to-door
sales and similar vices intended for the customer’s personal or family use where:
contracts
I. Scope of appli- a. the supplier of the goods or services acted in a professional or
cation commercial capacity; and
b. the consideration from the buyer exceeds 100 francs.
2These provisions do not apply to legal transactions that are entered into
by financial institutions and banks within the framework of existing fi-
nancial services contracts in accordance with the Financial Services Act
of 15 June 20189.10
2bisFor insurance policies, the provisions of the Insurance Policies Act
of 2 April 190811 apply.12
3 In the event of significant change to the purchasing power of the na-
tional currency, the Federal Council shall adjust the sum indicated in
para. 1 let. b accordingly.
Art. 40b13
II. General prin- A customer may revoke his offer to enter into a contract or his ac-
ciple
ceptance of such an offer if the transaction was proposed:
a.14 at his place of work, on residential premises or in their immedi-
ate vicinity;
b. on public transport or on a public thoroughfare;
c. during a promotional event held in connection with an excursion
or similar event;

(AS 1991 846; BBl 1986 II 354).
9 SR 950.1
10 Amended by No II of the FA of 19 June 2020, in force since 1 Jan. 2022
(AS 2020 4969; BBl 2017 5089).
11 SR 221.229.1
12 Inserted by No II of the FA of 19 June 2020, in force since 1 Jan. 2022
(AS 2020 4969; BBl 2017 5089).
(AS 1991 846; BBl 1986 II 354).
14 Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994
(AS 1993 3120; BBl 1993 I 757).
10 / 542
d.15 by telephone or by a comparable means of simultaneous verbal

communication.
Art. 40c16
III. Exceptions The customer has no right of revocation:
a. if he expressly requested the contractual negotiations;
b. if he declared his offer or acceptance at a stand at a market or
trade fair.
Art. 40d17
IV. Duty to in- 1 The supplier must inform the customer in writing or in another form
form
that may be evidenced by text of the latter’s right of revocation and of
the form and time limit to be observed when exercising such right, and
must provide his address.18
2 Such information must be dated and permit identification of the con-
tract in question.
3 The information must be transmitted in such a manner that the cus-
tomer is aware of it when he proposes or accepts the contract.19
Art. 40e20
V. Revocation 1 Revocation need not be in any particular form. The onus is on the cus-
1. Form and time tomer to prove that he has revoked the contract within the time limit.21
limit
2 The prescriptive period for revocation is 14 days and commences as
soon as the customer:22
a. has proposed or accepted the contract; and
b. has become aware of the information stipulated in Art. 40d.
15 Inserted by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force

since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
16 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by
No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I
757).
757).
18 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
757).
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
11 / 542
3 The onus is on the supplier to prove when the customer received the
information stipulated in Art. 40d.
4 The time limit is observed if, on the last day of the prescriptive period,
the customer informs the supplier of revocation or posts his written no-
tice of revocation.23
Art. 40f24
2. Consequences 1 Where the customer has revoked the contract, the parties must provide
restitution for any performance already made.
2 Where the customer has made use of the goods, he owes an appropriate
rental payment to the supplier.
3 Where the supplier has rendered services to him, the customer must
reimburse the supplier for outlays and expenses incurred in accordance
with the provisions governing mandates (Art. 402).
4 The customer does not owe the supplier any further compensation.
Art. 40g25
Section Two: Obligations in Tort
Art. 41
A. General prin- 1 Any person who unlawfully causes damage to another, whether wil-
ciples
I. Conditions of
fully or negligently, is obliged to provide compensation.
liability 2A person who wilfully causes damage to another in an immoral man-
ner is likewise obliged to provide compensation.
Art. 42
II. Determining 1 A person claiming damages must prove that damage occurred.
the damage
2Where the exact value of the damage cannot be quantified, the court
shall estimate the value at its discretion in the light of the normal course
of events and the steps taken by the person suffering damage.

since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
(AS 1991 846; BBl 1986 II 354).
25 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Repealed by
Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001
(AS 2000 2355; BBl 1999 III 2829).
12 / 542
3The costs of treating animals kept as pets rather than for investment or
commercial purposes may be claimed within appropriate limits as a loss
even if they exceed the value of the animal.26
Art. 43
III. Determining 1The court determines the form and extent of the compensation pro-
compensation
vided for damage incurred, with due regard to the circumstances and the
degree of culpability.
1bisWhere an animal kept as a pet rather than for investment or com-
mercial purposes has been injured or killed, the court may take appro-
priate account of its sentimental value to its owner or his dependants.27
2Where damages are awarded in the form of periodic payments, the
debtor must at the same time post security.
Art. 44
IV. Grounds for 1 Where the person suffering damage consented to the harmful act or
reducing com-
pensation circumstances attributable to him helped give rise to or compound the
damage or otherwise exacerbated the position of the party liable for it,
the court may reduce the compensation due or even dispense with it en-
tirely.
2 The court may also reduce the compensation award in cases in which
the damage was caused neither wilfully nor by gross negligence and
where payment of such compensation would leave the liable party in
financial hardship.
Art. 45
V. Special cases 1In a case of homicide, compensation must cover all expenses arising
1. Homicide and and in particular the funeral costs.
personal injury
a. Damages for
homicide
2 Where death did not occur immediately, the compensation must also
include the costs of medical treatment and losses arising from inability
to work.
3 Where others are deprived of their means of support as a result of hom-
icide, they must also be compensated for that loss.
Art. 46
b. Damages for 1 In the event of personal injury, the victim is entitled to reimbursement
personal injury
of expenses incurred and to compensation for any total or partial inabil-
ity to work and for any loss of future earnings.
26 Inserted by No II of the FA of 4 Oct. 2002 (Animals), in force since 1 April 2003

(AS 2003 463; BBl 2002 3885 5418).
27 Inserted by No II of the FA of 4 Oct. 2002 (Animals), in force since 1 April 2003
(AS 2003 463; BBl 2002 3885 5418).
13 / 542
2 Where the consequences of the personal injury cannot be assessed with

sufficient certainty at the time the award is made, the court may reserve
the right to amend the award within two years of the date on which it
was made.
Art. 47
c. Satisfaction In cases of homicide or personal injury, the court may award the victim
of personal injury or the dependants of the deceased an appropriate sum
by way of satisfaction.
Art. 4828
2. ...
Art. 4929
3. Injury to per- 1 Any person whose personality rights are unlawfully infringed is enti-
sonality rights
tled to a sum of money by way of satisfaction provided this is justified
by the seriousness of the infringement and no other amends have been
made.
2 The court may order that satisfaction be provided in another manner
instead of or in addition to monetary compensation.
Art. 50
VI. Multiple lia- 1 Where two or more persons have together caused damage, whether as
ble parties
1. In tort
instigator, perpetrator or accomplice, they are jointly and severally lia-
ble to the person suffering damage.
2The court determines at its discretion whether and to what extent they
have right of recourse against each other.
3Abettors are liable in damages only to the extent that they received a
share in the gains or caused damage due to their involvement.
Art. 51
2. On different 1 Where two or more persons are liable for the same damage on different
legal grounds
legal grounds, whether under tort law, contract law or by statute, the
provision governing recourse among persons who have jointly caused
damage is applicable mutatis mutandis.
2As a rule, compensation is provided first by those who are liable in tort
and last by those who are deemed liable by statutory provision without
being at fault or in breach of contractual obligation.
28 Repealed by Art. 21 para. 1 of the FA of 30 Sept. 1943 on Unfair Competition, with effect
from 1 March 1945 (BS 2 951).
29 Amended by No II 1 of the FA of 16 Dec. 1983, in force since 1 July 1985
(AS 1984 778; BBl 1982 II 661).
14 / 542
Art. 52
VII. Self-de- 1Where a person has acted in self-defence, he is not liable to pay com-
fence, necessity,
legitimate use of pensation for damage caused to the person or property of the aggressor.
force
2 A person who damages the property of another in order to protect him-
self or another person against imminent damage or danger must pay
damages at the court’s discretion.
3 A person who uses force to protect his rights is not liable in damages
if in the circumstances the assistance of the authorities could not have
been obtained in good time and such use of force was the only means of
preventing the loss of his rights or a significant impairment of his ability
to exercise them.
Art. 53
VIII. Relation- 1When determining fault or lack of fault and capacity or incapacity to
ship with crimi-
nal law consent, the court is not bound by the provisions governing criminal
capacity nor by any acquittal in the criminal court.
2The civil court is likewise not bound by the verdict in the criminal
court when determining fault and assessing compensation.
Art. 54
B. Liability of 1On grounds of equity, the court may also order a person who lacks
persons lacking
capacity to con- capacity to consent to provide total or partial compensation for the dam-
sent age he has caused.
2 A person who has temporarily lost his capacity to consent is liable for
any damage caused when in that state unless he can prove that said state
arose through no fault of his own.
Art. 55
C. Liability of 1 An employer is liable for the damage caused by his employees or an-
employers
cillary staff in the performance of their work unless he proves that he
took all due care to avoid a damage of this type or that the damage would
have occurred even if all due care had been taken.30
2 The employer has a right of recourse against the person who caused
the damage to the extent that such person is liable in damages.
Art. 56
D. Liability for 1In the event of damage caused by an animal, its keeper is liable unless
animals
I. Damages
he proves that in keeping and supervising the animal he took all due care

15 / 542
or that the damage would have occurred even if all due care had been
taken.
2He has a right of recourse if the animal was provoked either by another
person or by an animal belonging to another person.
3 ...31
Art. 57
II. Seizure of an- 1 A person in possession of a plot of land is entitled to seize animals
imals
belonging to another which cause damage on that land and take them
into his custody as security for his claim for compensation or even to
kill them, where justified by the circumstances.
2 He nonetheless has an obligation to notify the owner of such animals
without delay or, if the owner is not known to him, to take the necessary
steps to trace the owner.
Art. 58
E. Liability of 1The owner of a building or any other structure is liable for any damage
property owners
I. Damages
caused by defects in its construction or design or by inadequate mainte-
nance.
2 He has a right of recourse against persons liable to him in this regard.
Art. 59
II. Safety 1 A person who is at risk of suffering damage due to a building or struc-
measures
ture belonging to another may insist that the owner take the necessary
steps to avert the danger.
2 Orders given by the police for the protection of persons and property
are unaffected.
Art. 59a32
F. Liability in re- 1 The owner of a cryptographic key used to generate electronic signa-
spect of crypto-
graphic keys tures or seals is liable to third partiesfor any damage they have suffered
as a result of relying on a valid certificate issued by a provider of certi-
fication services within the meaning of the Federal Act of 18 March
201633 on Electronic Signatures.
31 Repealed by Art. 27 No 3 of the FA of 20 June 1986 on Hunting, with effect from

1 April 1988 (AS 1988 506; BBl 1983 II 1197).
32 Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures
(AS 2004 5085; BBl 2001 5679). Amended by Annex No II 4 of the FA of 18 March 2016
on Electronic Signatures, in force since 1 Jan. 2017 (AS 2016 4651; BBl 2014 1001).
33 SR 943.03
16 / 542
2 The owner is absolved of liability if he can satisfy the court that he

took all the security precautions that could reasonably be expected in
the circumstances to prevent misuse of the cryptographic key.
3The Federal Council defines the security precautions to be taken pur-
suant to paragraph 2.
Art. 60
G. Prescription34 1 The right to claim damages or satisfaction prescribes three years from
the date on which the person suffering damage became aware of the loss,
damage or injury and of the identity of the person liable for it but in any
event ten years after the date on which the harmful conduct took place
or ceased.35
1bis In cases death or injury, the right to claim damages or satisfaction
prescribes three years from the date on which the person suffering dam-
age became aware of the damage and of the identity of person liable for
it, but in any event twenty years after the date on which the harmful
conduct took place or ceased.36
2 If the person liable has committed a criminal offence through his or
her harmful conduct, then notwithstanding the foregoing paragraphs 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 crim-
inal judgment has been issued, the right to claim damages or satisfaction
prescribes at the earliest three years after notice of the judgment is
given.37
3 Where the tort has given rise to a claim against the person suffering
damage, he may refuse to satisfy the claim even if his own claim in tort
is time-barred.
Art. 61
H. Liability of 1The Confederation and the cantons may by way of legislation enact
civil servants
and public offi- provisions that deviate from those of this Section to govern the liability
cials38 of civil servants and public officials to pay damages or satisfaction for
any damage they cause in the exercise of their duties.
34 Amended by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, in force

since 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679.03).
35 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; BBl 2014 235).
36 Inserted 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; BBl 2014 235).
38 Amended by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, in force
since 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679).
17 / 542
2 The provisions of this Section may not, however, be modified by can-

tonal legislation in the case of commercial duties performed by civil
servants or public officials.
Section Three:
Obligations deriving from Unjust Enrichment
Art. 62
A. Requirement 1A person who has enriched himself without just cause at the expense
I. In general of another is obliged to make restitution.
2In particular, restitution is owed for money benefits obtained for no
valid reason whatsoever, for a reason that did not transpire or for a rea-
son that subsequently ceased to exist.
Art. 63
II. Payment in 1 A person who has voluntarily satisfied a non-existent debt has a right
satisfaction of a
non-existent ob- to restitution of the sum paid only if he can prove that he paid it in the
ligation erroneous belief that the debt was owed.
2Restitution is excluded where payment was made in satisfaction of a
debt that has prescribe or of a moral obligation.
3 The provisions of federal debt collection and bankruptcy law govern-
ing the right to the restitution of payments made in satisfaction of non-
existent claims are unaffected.
Art. 64
B. Scope of res- There is no right of restitution where the recipient can show that he is
titution
I. Obligations of
no longer enriched at the time the claim for restitution is brought, unless
the unjustly en- he alienated the money benefits in bad faith or in the certain knowledge
riched party
that he would be bound to return them.
Art. 65
II. Rights in re- 1 The recipient is entitled to reimbursement of necessary and useful ex-
spect of expendi-
tures penditures, although where the unjust enrichment was received in bad
faith, the reimbursement of useful expenditures must not exceed the
amount of added value as at the time of restitution.
2 He is not entitled to any compensation for other expenditures, but
where no such compensation is offered to him, he may, before returning
the property, remove anything he has added to it provided this is possi-
ble without damaging it.
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Art. 66
C. Exclusion of No right to restitution exists in respect of anything given with a view to
restitution
producing an unlawful or immoral outcome.
Art. 67
D. Prescription 1 The right to claim restitution for unjust enrichment prescribes three
years after the date on which the person suffering damage learned of his
or her claim and in any event ten years after the date on which the claim
first arose.39
2Where the unjust enrichment consists of a claim against the person
suffering damage, he or she may refuse to satisfy the claim even if his
or her own claim for restitution has prescribed.
Title Two: Effect of Obligations

Section One: Performance of Obligations
Art. 68
A. General prin- An obligor is not obliged to discharge his obligation in person unless so
ciples
I. Performance
required by the obligee.
by the obligor in
person
Art. 69
II. Object of per- 1 A creditor may refuse partial payment where the total debt is estab-
formance
1. Part payment
lished and due.
2 If the creditor wishes to accept part payment, the debtor may not refuse
to settle the part of the debt that he acknowledges is due.
Art. 70
2. Indivisible 1Where indivisible performance is due to several obligees, the obligor
performance
must make performance to all of them jointly, and each obligee may
demand that performance be made to all of them jointly.
2 Where indivisible performance is due by several obligors, each of
them has an obligation to make performance in full.
3 Unless circumstances dictate otherwise, an obligor who has satisfied
the obligee may then claim proportionate compensation from the other
obligors and to that extent the claim of the satisfied obligee passes to
him.

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Art. 71
3. Debt of ge- 1If the object owed is defined only in generic terms, the obligor may
neric object
choose what object is given in repayment unless otherwise stipulated
under the legal relationship.
2However, the obligor must not offer an object of less-than-average
quality.
Art. 72
4. Obligations Where an obligation may be discharged by one of several alternative
involving choice
of performance types of performance, the obligor may choose which performance to
make unless otherwise stipulated under the legal relationship.
Art. 73
5. Interest 1 Where an obligation involves the payment of interest but the rate is not
set by contract, law or custom, interest is payable at the rate of 5% per
annum.
2 Public law provisions governing abusive interest charges are not af-
fected.
Art. 74
B. Place of per- 1The place of performance is determined by the intention of the parties
formance
as stated expressly or evident from the circumstances.
2 Except where otherwise stipulated, the following principles apply:
1. pecuniary debts must be paid at the place where the creditor is
resident at the time of performance;
2. where a specific object is owed, it must be delivered at the place
where it was located when the contract was entered into;
3. other obligations must be discharged at the place where the ob-
ligor was resident at the time they arose.
3 Where the obligee may require performance of an obligation at his
domicile but this has changed since the obligation arose, thereby signif-
icantly hindering performance by the obligor, the latter is entitled to ren-
der performance at the original domicile.
Art. 75
C. Time of per- Where no time of performance is stated in the contract or evident from
formance
I. Open-ended
the nature of the legal relationship, the obligation may be discharged or
obligations called in immediately.
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Art. 76
II. Obligations 1 A time limit expressed as the beginning or end of a month means the
subject to time
limit first or last day of the month respectively.
1. Monthly time
limits
2A time limit expressed as the middle of the month means the fifteenth
day of that month.
Art. 77
2. Other time 1Where an obligation must be discharged or some other transaction ac-
limits
complished within a certain time limit subsequent to conclusion of the
contract, the time limit is defined as follows:
1. where the time limit is expressed as a number of days, perfor-
mance falls due on the last thereof, not including the date on
which the contract was concluded, and where the number stipu-
lated is eight or fifteen days, this means not one or two weeks
but a full eight or fifteen days;
2. where the time limit is expressed as a number of weeks, perfor-
mance falls due in the last week of the period on the same day
of the week as the one on which the contract was concluded;
3. where the time limit is expressed as a number of months or as a
period comprising several months (a year, half-year or quarter),
performance falls due in the last month of the period on the same
day of the month as the one on which the contract was concluded
or, where the last month of the period contains no such day, on
the last day of that month.
The term ‘half-month’ has the same meaning as a time limit of fifteen
days; if the time limit is expressed as a period of one or more months
plus one half-month, the fifteen days are counted last.
2 Time limits are calculated in the same manner when stipulated as run-
ning from a date other than the date on which the contract was con-
cluded.
3Where an obligation must be discharged before a specified time limit,
performance must occur before that time expires.
Art. 78
3. Sundays and 1 Where the time of performance or the last day of a time limit falls on
public holidays
a Sunday or on a day officially recognised as a public holiday40 at the
place of performance, the time of performance or the last day of a time
limit is deemed to be the next working day.
40 In relation to the statutory time limits under federal law and the time limits fixed by au-
thorities by virtue of federal law, Saturday is now regarded as equivalent to a public holi-
day (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Satur-
days; SR 173.110.3).
21 / 542
2 Any agreement to the contrary is unaffected.
Art. 79
III. Performance Performance of the obligation must be made and accepted during nor-
during business
hours mal business hours on the date stipulated.
Art. 80
IV. Extension of Where the agreed time limit for performance is extended, in the absence
the time limit
of an agreement to the contrary, the new time limit runs from the first
day following expiry of the previous time limit.
Art. 81
V. Early perfor- 1 Unless the terms or nature of the contract or the circumstances indicate
mance
that the parties intended otherwise, performance may be rendered before
the date on which the time limit expires.
2However, the obligor is not entitled to apply a discount unless that dis-
count has been agreed or is sanctioned by custom.
Art. 82
VI. In bilateral A party to a bilateral contract may not demand performance until he has
contracts
1. Order of per-
discharged or offered to discharge his own obligation, unless the terms
formance or nature of the contract allow him to do so at a later date.
Art. 83
2. Allowance for 1 Where one party to a bilateral contract has become insolvent, in par-
unilateral insol-
vency ticular by virtue of bankruptcy proceedings or execution without satis-
faction, and this deterioration in its financial position jeopardises the
claim of the other party, the latter may withhold performance until se-
curity has been provided for the consideration.
2He may withdraw from the contract if, on request, no such security is
provided within a reasonable time.
Art. 8441
D. Payment 1Pecuniary debts must be discharged in legal tender of the currency in
I. National cur- which the debt was incurred.
rency
2A debt expressed in a currency other than the national currency of the
place of payment may be discharged in that national currency at the rate
41 Amended by Annex No 2 to the FA of 22 Dec. 1999 on Currency and Payment Instru-

ments, in force since 1 May 2000 (AS 2002 1144; BBl 1999 7258).
22 / 542
of exchange that applies on the day it falls due, unless literal perfor-
mance is required by inclusion in the contract of the expression ‘actual
currency’ or words to that effect.
Art. 85
II. Allocation 1A debtor may offset a part payment against the debt principal only if
1. Of part pay- he is not in arrears with interest payments and expenses.
ments
2 Where a creditor has received guarantees, pledges or other security for
a portion of his claim, the debtor may not offset a part payment against
that portion in preference to less well secured portions of the claim.
Art. 86
2. In the case of 1 A debtor with several debts to the same creditor is entitled to state at
multiple debts
a. At the discre-
the time of payment which debt he means to redeem.
tion of debtor or
creditor
2 In the absence of any statement from the debtor, the payment will be
allocated to the debt indicated by the creditor in his receipt, unless the
debtor objects immediately.
Art. 87
b. By law 1 Where no valid debt redemption statement has been made and the re-
ceipt does not indicate how the payment has been allocated, it is allo-
cated to whichever debt is due or, if several are due, to the debt that first
gave rise to enforcement proceedings against the debtor or, in the ab-
sence of such proceedings, to the debt that fell due first.
2Where several debts fell due at the same time, the payment is offset
against them proportionately.
3If none of the debts is yet due, the payment is allocated to the one
offering the least security for the creditor.
Art. 88
III. Receipt and 1 A debtor making a payment is entitled to demand a receipt and, pro-
return of bor-
rower’s note vided the debt is fully redeemed, the return or annulment of the bor-
1. Right of the rower’s note.
debtor
2If the debt is not completely redeemed or the borrower’s note confers
other rights on the creditor, the debtor is entitled to demand only a re-
ceipt and that a record of the payment be entered on the borrower’s note.
Art. 89
2. Effect 1 Where interest or other periodic payments are due, a creditor unreserv-
edly issuing a receipt for a later periodic payment is presumed to have
received all previous periodic payments.
23 / 542
2If he issues a receipt for redemption of the debt principal, he is pre-

sumed to have received the interest.
3 The return of the borrower’s note to the debtor gives rise to a presump-
tion that the debt has been redeemed.
Art. 90
3. Return of bor- 1 If the creditor claims to have lost the borrower’s note, on redeeming
rower’s note not
possible the debt, the debtor may insist that the creditor declare by public deed
or notarised document that the borrower’s note has been annulled and
the debt redeemed.
2 The provisions governing annulment of securities are reserved.
Art. 91
E. Default of ob- The obligee is in default if he refuses without good cause to accept per-
ligee
I. Requirement
formance properly offered to him or to carry out such preparations as he
is obliged to make and without which the obligor cannot render perfor-
mance.
Art. 92
II. Effect 1 Where the obligee is in default, the obligor is entitled to deposit the
1. On obligations object at the expense and risk of the obligee, thereby discharging his
relating to ob-
jects obligation.
a. Right to de-
posit object 2 The court decides which place should serve as depositary; however,
merchandise may be deposited in a warehouse without need for a court
decision.42
Art. 93
b. Right to sell 1 Where the characteristics of the object or the nature of the business
preclude a deposit or the object is perishable or gives rise to mainte-
nance costs or substantial storage costs, after having given formal warn-
ing to the obligee and with the court’s permission, the obligor may dis-
pose of the object by open sale and deposit the sale proceeds.
2Where the object has a quoted stock exchange or market price or its
value is low in proportion to the costs involved, the sale need not be
open and the court may authorise it without prior warning.
Art. 94
c. Right to take
back the object
42 Amended by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, in force since
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
24 / 542
1The obligor is entitled to take back the object deposited providing the
obligee has not declared that he accepts it or providing the deposit has
not had the effect of redeeming a pledge.
2As soon as the object is taken back, the claim and all accessory rights
become effective again.
Art. 95
2. On other obli- Where the obligation does not relate to objects and the obligee is in de-
gations
fault, the obligor may withdraw from the contract in accordance with
the provisions governing default of the obligor.
Art. 96
F. Performance The obligor is entitled to deposit his performance or to withdraw from
prevented for
other reasons the contract, as in the case of default on the part of the obligee, where
performance cannot be rendered either to the obligee or to his repre-
sentative for some other reason pertaining to the obligee or where
through no fault of the obligor there is uncertainty as to the identity of
the obligee.
Section Two:
The Consequences of Non-Performance of Obligations
Art. 97
A. Failure to per- 1 An obligor who fails to discharge an obligation at all or as required
form
I. Obligor’s duty
must make amends for the resulting damage unless he can prove that he
to compensate was not at fault.
1. In general
2 The procedure for debt enforcement is governed by the provisions of
the Federal Act of 11 April 188943 on Debt Collection and Bankruptcy
and the Civil Procedure Code of 19 December 200844 (CPC).45
Art. 98
2. Obligation to 1 Where the obligation is to take certain action, the obligee may without
act or refrain
from action prejudice to his claims for damages obtain authority to perform the ob-
ligation at the obligor’s expense.
2 Where the obligation is to refrain from taking certain action, any
breach of such obligation renders the obligor liable to make amends for
the damage caused.
43 SR 281.1
44 SR 272
45 Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
25 / 542
3 In addition, the obligee may request that the situation constituting a

breach of the obligation be rectified and may obtain authority to rectify
it at the obligor’s expense.
Art. 99
II. Scope of lia- 1 The obligor is generally liable for any fault attributable to him.
bility and com-
pensation 2 The scope of such liability is determined by the particular nature of the
1. In general
transaction and in particular is judged more leniently where the obligor
does not stand to gain from the transaction.
3 In other respects, the provisions governing liability in tort apply muta-
tis mutandis to a breach of contract.
Art. 100
2. Exclusion of 1Any agreement purporting to exclude liability for unlawful intent or
liability
gross negligence in advance is void.
2At the discretion of the court, an advance exclusion of liability for mi-
nor negligence may be deemed void provided the party excluding lia-
bility was in the other party’s service at the time the waiver was made
or the liability arises in connection with commercial activities conducted
under official licence.
3 The specific provisions governing insurance policies are unaffected.
Art. 101
3. Liability for 1 A person who delegates the performance of an obligation or the exer-
associates
cise of a right arising from a contractual obligation to an associate, such
as a member of his household or an employee is liable to the other party
for any damage the associate causes in carrying out such tasks, even if
their delegation was entirely authorised.46
2 This liability may be limited or excluded by prior agreement.
3If the obligee is in the obligor’s service or if the liability arises in con-
nection with commercial activities conducted under official licence, any
exclusion of liability by agreement may apply at most to minor negli-
gence.
Art. 102
B. Default of ob- 1Where an obligation is due, the obligor is in default as soon as he re-
ligor
I. Requirement
ceives a formal reminder from the obligee.

26 / 542
2Where a deadline for performance of the obligation has been set by

agreement or as a result of a duly exercised right of termination reserved
by one party, the obligor is automatically in default on expiry of the
deadline.
Art. 103
II. Effect 1An obligor in default is liable in damages for late performance and
1. Liability for even for accidental damage.
accidental dam-
age 2 He may discharge himself from such liability by proving that his de-
fault occurred through no fault of his own or that the object of perfor-
mance would have suffered the accidental damage to the detriment of
the obligee even if performance had taken place promptly.
Art. 104
2. Default inte- 1 A debtor in default on payment of a pecuniary debt must pay default
rest
a. In general
interest of 5% per annum even where a lower rate of interest was stipu-
lated by contract.
2 Where the contract envisages a rate of interest higher than 5%, whether
directly or by agreement of a periodic bank commission, such higher
rate of interest may also be applied while the debtor remains in default.
3In business dealings, where the normal bank discount rate at the place
of payment is higher than 5%, default interest may be calculated at the
higher rate.
Art. 105
b. Debtor in de- 1 A debtor in default on payment of interest, annuities or gifts is liable
fault on pay-
ments of interest, for default interest only as of the day on which enforcement proceedings
annuities and
gifts
are initiated or legal action is brought.
2 Any agreement to the contrary is assessed by the court in accordance
with the provisions governing penalty clauses.
3 Default interest is never payable on default interest.
Art. 106
3. Excess dam- 1 Where the value of the damage suffered by the creditor exceeds the
age
default interest, the debtor is liable also for this additional damage un-
less he can prove that he is not at fault.
2Where the additional damage can be anticipated, the court may award
compensation for such damage in its judgment on the main claim.
27 / 542
Art. 107
4. Withdrawal 1 Where the obligor under a bilateral contract is in default, the obligee
and damages
a. Subject to
is entitled to set an appropriate time limit for subsequent performance
time limit or to ask the court to set such time limit.
2 If performance has not been rendered by the end of that time limit, the
obligee may compel performance in addition to suing for damages in
connection with the delay or, provided he makes an immediate declara-
tion to this effect, he may instead forego subsequent performance and
either claim damages for non-performance or withdraw from the con-
tract altogether.
Art. 108
b. Without time No time limit need be set:
limit
1. where it is evident from the conduct of the obligor that a time
limit would serve no purpose;
2. where performance has become pointless to the obligee as a re-
sult of the obligor’s default;
3. where the contract makes it clear that the parties intended that
performance take place at or before a precise point in time.
Art. 109
c. Effect of with- 1 An obligee withdrawing from a contract may refuse the promised con-
drawal
sideration and demand the return of any performance already made.
2 In addition he may claim damages for the lapse of the contract, unless
the obligor can prove that he was not at fault.
Section Three: Obligations Involving Third Parties
Art. 110
A. Subrogation A third party who satisfies the creditor is by operation of law subrogated
to his rights:
1. if he redeems an object given in pledge for the debt of another
and he owns said object or has a limited right in rem in it;
2. if the debtor notifies the creditor that the third party who is pay-
ing is to take the creditor’s place.
Art. 111
B. Guarantee of A person who gives an undertaking to ensure that a third party performs
performance by
third party an obligation is liable in damages for non-performance by said third
party.
28 / 542
Art. 112
C. Contracts 1 A person who, acting in his own name, has entered into a contract
conferring rights
on third parties whereby performance is due to a third party is entitled to compel per-
I. In general formance for the benefit of said third party.
2The third party or his legal successors have the right to compel perfor-
mance where that was the intention of the contracting parties or is the
customary practice.
3 In this case the obligee may no longer release the obligor from his ob-
ligations once the third party has notified the obligor of his intention to
exercise that right.
Art. 113
II. In the case of Where an employer has taken out liability insurance and his employee
liability insur-
ance has contributed at least half of the premiums, the employee has sole
claim to the policy benefits.
Title Three: Extinction of Obligations
Art. 114
A. Extinction of 1 Where a claim ceases to exist by virtue of being satisfied or in some
accessory rights
other manner, all accessory rights such as guarantees and charges are
likewise extinguished.
2 Interest that has accrued may be reclaimed only if that right is con-
ferred on the obligee by the contract or is evident from the circum-
stances.
3The specific provisions governing charges on immovable property, se-
curities and composition agreements are unaffected.
Art. 115
B. Extinction by No particular form is required for the extinction of a claim by agreement
agreement
even where the obligation itself could not be assumed without satisfying
certain formal requirements required by law or elected by the parties.
Art. 116
C. Novation 1Where a new debt relationship is contracted, there is no presumption
I. In general of novation in respect of an old one.
2 In particular, in the absence of agreement to the contrary, novation
does not result from signature of a bill of exchange in respect of an ex-
isting debt or from the issue of a new borrower’s note or contract of
surety.
29 / 542
Art. 117
II. In relation to 1 The mere posting of individual entries in a current account does not
current accounts
result in novation.
2However, there is a presumption of novation if the balance on the ac-
count has been drawn and acknowledged.
3 Where special security exists for one of the account entries, unless oth-
erwise agreed, such security is retained even if the balance on the ac-
count is drawn and acknowledged.
Art. 118
D. Merger 1An obligation is deemed extinguished by merger where the capacities
of creditor and debtor are united in the same entity.
2 In the event of de-merger, the obligation is revived.
3 The specific provisions governing charges on immovable property and
securities are unaffected.
Art. 119
E. Performance 1An obligation is deemed extinguished where its performance is made
becomes impos-
sible impossible by circumstances not attributable to the obligor.
2 In a bilateral contract, the obligor thus released is liable for the con-
sideration already received pursuant to the provisions on unjust enrich-
ment and loses his counter-claim to the extent it has not yet been satis-
fied.
3 This does not apply to cases in which, by law or contractual agreement,
the risk passes to the obligee prior to performance.
Art. 120
F. Set-off 1 Where two persons owe each other sums of money or performance of
I. Requirement
identical obligations, and provided that both claims have fallen due,
1. In general
each party may set off his debt against his claim.
2 The debtor may assert his right of set-off even if the countervailing
claim is contested.
3A time-barred claim may be set off provided that it was not time-
barred at the time it became eligible for set-off.
Art. 121
2. Under surety A surety may refuse to satisfy the creditor to the extent that the principal
debtor has a right of set-off.
30 / 542
Art. 122
3. In contracts A person who has undertaken an obligation in favour of a third party
conferring rights
on third parties may not set off that obligation against his own claims against said party.
Art. 123
4. Where the 1Where the debtor is bankrupt, his creditors may set off their claims,
debtor is bank-
rupt even if they are not due, against the claims that the adjudicated bankrupt
holds against them.
2 The exclusion or challenge of set-off in the event of the debtor’s bank-
ruptcy is governed by the provisions of debt collection and bankruptcy
law.
Art. 124
II. Effect of 1 A set-off takes place only if the debtor notifies the creditor of his in-
set-off
tention to exercise his right of set-off.
2 Once this has occurred, to the extent that they cancel each other out,
the claim and countervailing claim are deemed to have been satisfied as
of the time they first became susceptible to set-off.
3 The special customs relating to commercial current accounts are unaf-
fected.
Art. 125
III. Exceptions The following obligations may not be discharged by set-off except with
the creditor’s consent:
1. obligations to restore or replace objects that have been depos-
ited, unlawfully removed or retained in bad faith;
2. obligations that by their very nature require actual performance
to be rendered to the creditor, such as maintenance claims and
salary payments that are absolutely necessary for the upkeep of
the creditor and his family;
3. obligations under public law in favour of the state authorities.
Art. 126
IV. Waiver The debtor may waive his right of set-off in advance.
Art. 127
G. Prescription All claims prescribe after ten years unless otherwise provided by federal
I. Periods civil law.
1. Ten years
31 / 542
Art. 128
2. Five years The following prescribe after five years:
1. claims for agricultural and commercial rent and other rent, in-
terest on capital and all other periodic payments;
2. claims in connection with delivery of foodstuffs, payments for
board and lodging and hotel expenses;
3.47 claims in connection with work carried out by tradesmen and
craftsmen, purchases of retail goods, medical treatment, pro-
fessional services provided by advocates, solicitors, legal rep-
resentatives and notaries, and work performed by employees
for their employers.
Art. 128a48
2a. Twenty years Claims for damages or satisfaction arising from an injury or death in
breach of contract prescribe three years from the date on which the per-
son suffering damage became aware of the damage, but in any event
twenty years after the date on which the harmful conduct took place or
ceased.
Art. 129
3. Mandatory The prescriptive periods laid down under this Title may not be altered
prescriptive peri-
ods by contract.
Art. 130
4. Start of pre- 1 The prescriptive period commences as soon as the debt is due.
scriptive period
a. In general 2Where a debt falls due on notification, the prescriptive period com-
mences on the first date on which such notice is admissible.
Art. 131
b. For periodic 1 In the case of life annuities and similar periodic obligations, the pre-
obligations
scriptive period for the principal claim commences on the date on which
the first instalment in arrears was due.
2 When the principal claim prescribes, so too do all claims in respect of
individual payments.

since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
32 / 542
Art. 132
5. Computation 1 When computing prescriptive periods, the date on which the prescrip-
of prescriptive
periods tive period commences is not included and the period is not deemed to
have expired until the end of its last day.
2 In other respects the provisions governing computation of time limits
for performance also apply to prescription.
Art. 133
II. Effect on ac- When the principal claim prescribes, so too do all claims for interest and
cessory claims
other accessory claims.
Art. 134
III. Prevention 1The prescriptive period does not commence and, if it has begun, is
and suspension
of the prescrip- suspended:
tive period
1.49 in respect of the claims of children against their parents, until
the children reach the age of majority;
2.50 in respect of the claim of person lacking capacity of judgement
against his or her carer, for the duration of the advance care di-
rective;
3. in respect of the claims of spouses against each other, for the
duration of the marriage;
3bis.51 in respect of the claims of registered partners against each
other, for the duration of the registered partnership;
4.52 in respect of the claim of an employee against his employer with
whom he shares a household, for the duration of the employ-
ment relationship;
5. for as long as the debtor has the usufruct of the claim;
6.53 for as long as the claim cannot be brought before a court for
objective reasons;
49 Amended by Annex No 1 to the FA of 20 March 2015 (Child Maintenance), in force since

1 Jan. 2017 (AS 2015 4299; BBl 2014 529).
51 Inserted by Annex No 11 to the AS 2005 5097; BBl 2004 4955 4965 of 18 June 2004, in
33 / 542
7.54 for claims made by or against a testator, for the duration of the
public inventory procedure;
8.55 for the duration of settlement talks, mediation proceedings or
any other extra-judicial dispute resolution procedure, provided
the parties agree thereon in writing.
2The prescriptive period begins or resumes at the end of the day on
which the cause of prevention or suspension ceases to apply.
3 The specific provisions of debt collection and bankruptcy law are un-
affected.
Art. 135
IV. Interruption The prescriptive period is interrupted:
of prescriptive
period 1. if the debtor acknowledges the claim and in particular if he
1. Grounds for
interruption makes interest payments or part payments, gives an item in
pledge or provides surety;
2.56 by debt enforcement proceedings, an application for concilia-
tion, submission of a statement of claim or defence to a court or
arbitral tribunal, or a petition for bankruptcy.
Art. 13657
2. Effect of inter- 1 Where the prescriptive period for one person who is jointly and sever-
ruption on co-
obligors ally liable for a debt or jointly liable for indivisible performance is in-
terrupted, it is likewise interrupted for all other co-obligors, provided
the interruption is due to an act by the creditor.
2 Where the prescriptive period for the principal debtor is interrupted, it
is likewise interrupted for the surety, provided the interruption is due to
an act by the creditor.
3 However, where the prescriptive period for the guarantor is inter-
rupted, it is not interrupted for the principal debtor.
4An interruption effective against an insurer is also effective against the
debtor and vice-versa, provided there is a direct claim against the in-
surer.

since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
34 / 542
Art. 137
3. Start of new 1 A new prescriptive period commences as of the date of the interrup-
prescriptive pe-
riod tion.
a. In the event of
acknowledgment
2If the claim has been acknowledged by public deed or confirmed by
or judgment court judgment, the new prescriptive period is always ten years.
Art. 138
b. By action of 1 Where the prescriptive period has been interrupted by an application
the creditor
for conciliation, or the submission of a statement of claim or defence, a
new prescriptive period commences when the dispute is settled before
the relevant court.58
2 Where the prescriptive period has been interrupted by debt enforce-
ment proceedings, a new prescriptive period commences as of each step
taken in the proceedings.
3 Where the prescriptive period has been interrupted by a petition for
bankruptcy, a new prescriptive period commences as of the time speci-
fied by bankruptcy law at which it once again becomes possible to assert
the claim.
Art. 13959
V. Prescription Where two or more debtors are jointly and severally liable, the right of
of the right of re-
course recourse of each debtor who has satisfied the creditor prescribes three
years from date on which he satisfies the creditor and is aware of his co-
debtors.
Art. 140
VI. Prescription The existence of a charge on chattels does not prevent the prescription
of a charge on
chattels of a claim, although the fact of its prescription does not prevent the cred-
itor from asserting his right under the charge.
Art. 141
VII. Waiver of 1 The debtor may waive the right to object on the grounds of prescrip-
the prescription
defence60 tion, in each case for a maximum of ten years from the start of the pre-
scriptive period.61
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
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The waiver must be made in writing. Only the user of general terms
1bis
and conditions of business may waive the defence of prescription in
such terms and conditions.62
2 A waiver granted by a joint and several debtor does not bind the other
joint and several debtors.
3 The same applies to co-obligors of an indivisible debt and to the surety
in the event of waiver by the principal debtor.
4A waiver granted by a debtor shall bind the debtor’s insurers and vice-
versa, provided a direct claim exists against the insurer.63
Art. 142
VIII. Application A court may not apply the prescriptive defence of its own accord.
Title Four: Special Relationships relating to Obligations

Section One: Joint and Several Obligations
Art. 143
A. Joint and sev- 1Debtors become jointly and severally liable for a debt by stating that
eral debtors
I. Requirement
each of them wishes to be individually liable for performance of the
entire obligation.
2Without such a statement of intent, debtors are joint and severally lia-
ble only in the cases specified by law.
Art. 144
II. Relationship 1 A creditor may at his discretion request partial performance of the ob-
between creditor
and debtor ligation from each joint and several debtor or else full performance from
1. Effect any one of them.
a. Liability of the
debtors 2 All the debtors remain under the obligation until the entire claim has
been redeemed.
Art. 145
b. Objections by 1 A joint and several debtor may raise against the creditor only those
the debtors
objections that are based either on his personal relationship with the
creditor or on the nature of or collective reason for the joint and several
obligation.

since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
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2 Each joint and several debtor is liable to the others if he fails to raise
the objections which all of them are entitled to raise.
Art. 146
c. Action taken Unless otherwise provided, a joint and several debtor must not take any
by individual
debtors action which might impair the position of his fellows.
Art. 147
2. Extinction of 1 Where one joint and several debtor satisfies the creditor by payment
the joint and sev-
eral obligation or set-off, the others are discharged to that extent.
2 Where one joint and several debtor is released from liability without
satisfaction of the creditor, such release does not benefit the others save
to the extent justified by the circumstances or the nature of the obliga-
tion.
Art. 148
III. Relationship 1Unless the legal relationship between the joint and several debtors in-
between joint
and several debt- dicates otherwise, each of them assumes an equal share of the payment
ors made to the creditor.
1. Participation
2A joint and several debtor who pays more than his fair share has re-
course against the others for the excess.
3Amounts that cannot be recovered from one joint and several debtor
must be borne in equal shares by the others.
Art. 149
2. Subrogation 1A joint and several debtor with right of recourse against his fellow
debtors is subrogated to the rights of the creditor to the extent the latter
has been satisfied.
2 The creditor is liable if he favours the legal position of one joint and
several debtor to the detriment of the others.
Art. 150
B. Joint and sev- 1 Multiple creditors become joint and several creditors where the debtor
eral creditors
states that he wishes to grant each of them the right to receive full per-
formance of the debt and in the cases prescribed by law.
2Performance made to one joint and several creditor discharges the
debtor as against all of them.
3The debtor may choose which joint and several creditor he makes the
payment to, provided none of them has initiated legal proceedings
against him.
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Section Two: Conditional Obligations
Art. 151
A. Condition 1A contract is conditional if its binding nature is made dependent on the
precedent
I. In general
occurrence of an event that is not certain to happen.
2The contract takes effect as soon as this condition precedent occurs,
unless the parties clearly intended otherwise.
Art. 152
II. Before the 1 Until such time as the condition precedent occurs, the conditional ob-
condition occurs
ligor must refrain from any act which might prevent the due perfor-
mance of his obligation.
2 A conditional obligee whose rights are jeopardised is entitled to apply
for the same protective measures as if his claim were unconditional.
3 On fulfilment of the condition precedent, dispositions made before it
occurred are void to the extent that they impair the effect of the condi-
tion precedent.
Art. 153
III. Benefits en- 1A creditor into whose possession a promised object has been delivered
joyed in the in-
terim before the condition precedent occurred may, on fulfilment of the con-
dition precedent, keep any benefits obtained from it in the interim.
2If the condition precedent fails to occur, he is obliged to return such
benefits.
Art. 154
B. Condition 1 A contract whose termination is made dependent on the occurrence of
subsequent
an event that is not certain to happen lapses as soon as that condition is
fulfilled.
2 As a rule, there is no retroactive effect.
Art. 155
C. Joint provi- If the condition consists of an act by one of the parties and that act need
sions
I. Fulfilment of
not be carried out in person, it may also be carried out by the party’s
the condition heirs.
Art. 156
II. Prevention in A condition is deemed fulfilled where one of the parties has prevented
bad faith
its fulfilment by acting in bad faith.
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Art. 157
III. Inadmissible Where a condition is attached with the intention of encouraging an un-
conditions
lawful or immoral act or omission, the conditional claim is void.
Section Three:
Earnest Money, Forfeit Money, Salary Deductions and
Contractual Penalties
Art. 158
A. Earnest and 1 Earnest money paid on entering into a contract is deemed a mark of
forfeit money
the party’s intention to honour the contract rather than a forfeit.
2 Unless otherwise stipulated by agreement or local custom, the earnest
money is retained by the recipient without being deducted from his
claim.
3 Where a sum of forfeit money has been agreed, the party that paid the
sum may withdraw from the contract by relinquishing it and the party
that received it by returning twice the amount.
Art. 15964
B. ...
Art. 160
C. Contractual 1Where a penalty is promised for non-performance or defective perfor-
penalty
I. Rights of the
mance of a contract, unless otherwise agreed, the creditor may only
creditor compel performance or claim the penalty.
1. Relation be-
tween penalty 2 Where the penalty is promised for failure to comply with the stipulated
and contractual time or place of performance, the creditor may claim the penalty in ad-
performance
dition to performance provided he has not expressly waived such right
or accepted performance without reservation.
3 The foregoing does not apply if the debtor can prove that he has the
right to withdraw from the contract by paying the penalty.
Art. 161
2. Relation be- 1The penalty is payable even if the creditor has not suffered any dam-
tween penalty
and damage age.
64 Repealed by No II Art. 6 No 1 of the FA of 25 June 1971, with effect from 1 Jan. 1972
39 / 542
2 Where the damage suffered exceeds the penalty amount, the creditor
may claim further compensation only if he can prove that the debtor was
at fault.
Art. 162
3. Forfeiture of 1 Any agreement that part payments are forfeited to the creditor in the
part payments
event the contract is terminated shall be determined in accordance with
the provisions governing contractual penalties.
2 ...65
Art. 163
II. Amount, nul- 1 The parties are free to determine the amount of the contractual penalty.
lity and reduc-
tion of the pen- 2The penalty may not be claimed where its purpose is to reinforce an
alty
unlawful or immoral undertaking or, unless otherwise agreed, where
performance has been prevented by circumstances beyond the debtor’s
control.
3At its discretion, the court may reduce penalties that it considers ex-
cessive.
Title Five: Assignment of Claims and Assumption of Debt
Art. 164
A. Assignment 1A creditor may assign a claim to which he is entitled to a third party
of claims
I. Requirements
without the debtor’s consent unless the assignment is forbidden by law
1. Voluntary as- or contract or prevented by the nature of the legal relationship.
signment
a. Admissibility
2 The debtor may not object to the assignment on the grounds that it was
excluded by agreement against any third party who acquires the claim
in reliance on a written acknowledgement of debt in which there is no
mention of any prohibition of assignment.
Art. 165
b. Form of the 1 An assignment is valid only if done in writing.
contract
2 No particular form is required for an undertaking to enter into an as-
signment agreement.
65 Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect

from 1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).
40 / 542
Art. 166
2. Assignment Where legal provisions or a court judgment require a claim to be as-
by law or court
order signed to another person, the assignment is effective towards third par-
ties without need for any particular form or even for a statement of intent
by the former creditor.
Art. 167
II. Effect of as- Where, before the assignment has been brought to his attention by the
signment
1. Position of the
assignor or the assignee, the debtor makes payment in good faith to his
debtor former creditor or, in the case of multiple assignments, to a subsequent
a. Payment made assignee who acquired the claim, he is validly released from his obliga-
in good faith
tion.
Art. 168
b. Refusal of 1In the event of dispute as to entitlement, the debtor may refuse pay-
payment and de-
posit ment and discharge his obligation by depositing the payment with the
court.
2He makes payment at his own risk if he does so with knowledge of the
dispute.
3Where legal action is pending and the debt is due, each party may re-
quire the debtor to deposit the payment with the court.
Art. 169
c. Objections 1 Any objection that could have been made to the assignor’s claim may
raised by the
debtor also be made to the assignee if it applied at the time the debtor first
learned of the assignment.
2 If the debtor held a countervailing claim that was not yet due at that
time, he may nonetheless set it off against the assigned claim provided
it did not fall due any later than the assigned claim.
Art. 170
2. Transfer of 1 The assignment of a claim includes all preferential and accessory
preferential and
accessory rights, rights except those that are inseparable from the person of the assignor.
documents and
evidence 2 The assignor is bound to surrender to the assignee the legal document
pertaining to the debt together with all available evidence thereof and to
furnish him with all information necessary to assert the claim.
3 Arrears of interest are presumed assigned with the main debt.
Art. 171
3. Warranty 1Where assignment is made for valuable consideration, the assignor
a. In general
warrants that the claim exists at the time of assignment.
41 / 542
2However, he does not warrant that the debtor is solvent unless he has
undertaken to do so.
3 Where there is no valuable consideration for the assignment, the as-
signor does not even warrant that the claim exists.
Art. 172
b. In the case of Where a creditor has assigned his claim in payment without fixing the
assignment by
way of satisfac- amount at which the claim should be credited, the assignee need credit
tion only the amount that he actually receives from the debtor or would have
been able to obtain by exercising all due diligence.
Art. 173
c. Scope of lia- 1 The assignor is liable under warranty only for the valuable considera-
bility
tion received plus interest and in addition for the costs of the assignment
and of any unsuccessful proceedings against the debtor.
2Where a claim is assigned by operation of law, the previous creditor
warrants neither the existence of the claim nor the solvency of the
debtor.
Art. 174
III. Special pro- Where the law envisages special provisions governing the assignment
visions
of claims, these are unaffected.
Art. 175
B. Assumption 1 A person who promises to answer for the debt of another assumes an
of debt
I. Debtor and
obligation to release the debtor from his obligation either by satisfying
debt acquirer the creditor or by taking the debtor’s place with the consent of the cred-
itor.
2 The debtor may not compel performance of the obligation by the party
assuming the debt until the debtor has discharged his obligations under
the debt assumption contract.
3 If the previous debtor is not released from his debt, he may request that
the new debtor furnish security.
Art. 176
II. Contract be- 1The accession of the debt acquirer to the debt relationship in lieu of
tween debt ac-
quirer and credi- and with the release of the previous debtor is effected by means of a
tor contract between the debt acquirer and the creditor.
1. Offer and ac-
ceptance 2 An offer to enter into the contract may consist of notification of the
creditor that the debt is to be assumed. Notification must be made either
by the debt acquirer or, on his authority, by the previous debtor.
42 / 542
3 The creditor’s acceptance may be express or implied by the circum-

stances and is presumed once the creditor unreservedly takes receipt of
a payment from the debt acquirer or consents to some other act per-
formed by him in the capacity of debtor.
Art. 177
2. Lapse of offer 1 The creditor may declare his acceptance at any time, but the debt ac-
quirer and the former debtor may set the creditor a time limit for ac-
ceptance and where this expires without communication from the cred-
itor, he is deemed to have refused the offer.
2 If the creditor agrees some other debt assumption arrangement before
the offer has been accepted and the new prospective debt acquirer has
also made an offer to the creditor, the party that made the previous offer
is no longer bound thereby.
Art. 178
III. Effect of 1The rights that are accessory to the debt remain unaffected by the
change of debtor
1. Accessory
change of debtor save to the extent that they are inseparable from the
rights person of the previous debtor.
2However, pledges and sureties provided by third parties remain in
place in favour of the creditor only provided the pledgor or surety has
consented to the assumption of the debt.
Art. 179
2. Objections 1Any defences arising from the debt relationship are available to the
new debtor as they were to the former.
2 The new debtor may not invoke the defences personally available to
the old debtor against the creditor, unless otherwise provided in the con-
tract with the creditor.
3 Where the debt acquirer has defences arising against the debtor from
the legal relationship underlying the assumption of debt, these may not
be invoked against the creditor.
Art. 180
IV. Failure of 1 In the event of the failure of the debt assumption contract, the previous
debt assumption
contract debtor’s obligation is revived with all accessory rights, subject to the
rights of bona fide third parties.
2 The creditor may also claim damages from the would-be debt acquirer
for any damage suffered as a result of the loss of security previously
obtained or for similar reasons, unless the would-be debt acquirer can
prove that he was in no way to blame for the failure of the debt assump-
tion contract or the damage caused to the creditor.
43 / 542
Art. 181
V. Assignment 1 A person to whom assets or a business with assets and liabilities are
of assets or a
business with as- assigned automatically becomes liable to the creditors of the debts en-
sets and liabili-
ties
cumbering such assets or business on notification of the assignment to
the creditors by him or by publication in official journals.
2 However, the previous debtor remains jointly and severally liable with
the new debtor for three years, commencing on the date of notification
or publication in the case of claims already due and on the maturity date
in the case of claims falling due subsequently.66
3In other respects, an assumption of debt of this kind has the same effect
as the assumption of an individual debt.
4 The takeover by assignment of assets or businesses of commercial en-
terprises, cooperatives, associations, foundations or sole proprietorships
registered in the commercial register is governed by the provisions of
the Mergers Act of 3 October 200367.68
Art. 18269
VI. ...
Art. 183
VII. In relation The special provisions governing assumption of debt when dividing es-
to division of es-
tate and land tates or disposing of pledged immovable property are unaffected.
purchase
Division Two: Types of Contractual Relationship

Title Six: Sale and Exchange
Section One: General Provisions
Art. 184
A. Rights and 1 A contract of sale is a contract whereby the seller undertakes to deliver
obligations of
the parties in the item sold and transfer ownership of it to the buyer in return for the
general sale price, which the buyer undertakes to pay to the seller.
66 Amended by Annex No 2 to the Mergers Act of 3 Oct. 2003, in force since 1 July 2004
(AS 2004 2617; BBl 2000 4337).
67 SR 221.301
68 Inserted by Annex No 2 to the Mergers Act of 3 Oct. 2003
(AS 2004 2617; BBl 2000 4337). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on
Limited Liability Companies and Amendments to the Law on Companies limited by
Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan.
2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
69 Repealed by Annex No 2 to the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004
(AS 2004 2617; BBl 2000 4337).
44 / 542
2Unless otherwise provided by agreement or custom, the seller and the

buyer are obliged to discharge their obligations simultaneously quid pro
quo.
3The price is deemed sufficiently determined where it can be deter-
mined from the circumstances.
Art. 185
B. Benefits and 1 The benefit and risk of the object pass to the buyer on conclusion of
risks
the contract, except where otherwise agreed or dictated by special cir-
cumstance.
2 Where the object sold is defined only in generic terms, the seller must
select the particular item to be delivered and, if it is to be shipped, must
hand it over for dispatch.
3In a contract subject to a condition precedent, benefit and risk of the
object do not pass to the buyer until the condition has been fulfilled.
Art. 186
C. Reservation Cantonal law may limit or exclude the right to bring claims in connec-
of cantonal law
tion with retail sales of alcoholic beverages, including hotel bills.
Section Two: The Chattel Sale
Art. 187
A. Object 1Any sale in which the object is not land, property or a right in rem
entered in the land register is a chattel sale.
2Where constituent parts of land, such as crops, architectural salvage
materials or quarry products, are separated therefrom for transfer to the
acquirer, their sale constitutes a chattel sale.
Art. 188
B. Seller’s obli- Unless otherwise provided by agreement or custom, the seller bears the
gations
I. Transfer
costs of transfer and in particular those of measuring and weighing,
1. Transfer costs while the buyer bears those of documentation and receipt.
Art. 189
1
2. Transport Unless otherwise provided by agreement or custom, if the object sold
costs
must be transported to a place other than the place of performance, the
buyer bears the costs of such transport.
2The seller is presumed to have borne the transport costs where free
delivery has been agreed.
45 / 542
3 Where delivery free of shipping costs and duties has been agreed, the
seller is deemed to have assumed the export, transit and import duties
payable during transport but not the consumer tax levied on receipt of
the object.
Art. 190
3. Delivery de- 1 Where in commercial transactions the contract specifies a time limit
fault
a. Withdrawal
for delivery and the seller is in default, the presumption is that the buyer
from commercial will forego delivery and claim damages for non-performance.
transactions
2 However, if the buyer prefers to demand delivery, he must inform the
seller without delay on expiry of the time limit.
Art. 191
b. Liability for 1 A seller who fails to discharge his contractual obligation is liable for
and computation
of damages the resultant damage to the buyer.
2 The buyer in a commercial transaction is entitled to compensation of
the difference between the sale price and the price he has paid in good
faith to replace the object that was not delivered to him.
3 In the case of goods with a market or stock exchange price, the buyer
need not buy the replacement object but is entitled to claim as damages
the difference between the contractual sale price and the market price at
the time of performance.
Art. 192
II. Warranty of 1 The seller is obliged to transfer the purchased goods to the buyer free
title
1. Warranty obli-
from any rights enforceable by third parties against the buyer that al-
gation ready exist at the time the contract is concluded.
2 Where on conclusion of the contract the buyer was aware of the exist-
ence of such rights, the seller is not bound unless by any express war-
ranty given.
3 Any agreement to exclude or limit the warranty obligation is void if
the seller has intentionally omitted to mention the right of a third party.
Art. 19370
2. Procedure 1The requirements for and effects of the third-party notice are governed
a. Third-party by the CPC71.
notice
2 In the event of failure to serve the third-party notice for reasons not
attributable to the seller, he is released from his warranty obligation to
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
71 SR 272
46 / 542
the extent that he can prove that the outcome would have been more
favourable had the third-party notice been served promptly.
Art. 194
b. Surrender of 1 The seller remains subject to the warranty obligation even if the buyer
object without
court decision has in good faith acknowledged the right of a third party without waiting
for a court decision or if he has agreed to submit to arbitration, provided
that the seller was warned of the arbitration proceedings in good time
but declined an invitation to engage therein.
2The same applies if the buyer proves that he was compelled to surren-
der the object.
Art. 195
3. Rights of the 1 In the case of full dispossession, the contract of sale is deemed termi-
buyer
a. Full disposses-
nated and the buyer has the right to claim:
sion
1. restitution of the price paid, with interest, less the value of any
fruits the buyer has obtained or neglected to obtain from the ob-
ject and other benefits derived therefrom;
2. reimbursement of his expenditures on the object, to the extent
this cannot be obtained from the third party with the superior
right;
3. reimbursement of all judicial and extra-judicial costs arising
from the proceedings, apart from those he would have avoided
by serving third-party notice on the seller;
4. compensation for all other damage directly caused by the dis-
possession.
2The seller is also obliged to make good any further loss suffered by the
buyer unless the seller can prove that he is not at fault.
Art. 196
b. Partial dispos- 1 Where the buyer is dispossessed of only part of the purchased object
session
or it is encumbered with a charge in rem for which the seller is guaran-
tor, the buyer may not seek termination of the contract of sale but may
only claim damages for being thus dispossessed.
2However, where in the circumstances there is cause to presume that he
would not have entered into the contract if he had foreseen such a partial
dispossession, he has the right to request its termination.
3 In this case, he must return to the seller that part of the item of which
he has not been dispossessed together with the benefits he obtained from
it in the interim.
47 / 542
Art. 196a72
c. Objects of cul- In the case of objects of cultural heritage within the meaning of Article
tural heritage
2 paragraph 1 of the Cultural Property Transfer Act of 20 June 200373,
actions for breach of warranty of title prescribe one year after the buyer
discovered the defect of title but in any event 30 years after the contract
was concluded.
Art. 197
III. Warranty of 1The seller is liable to the buyer for any breach of warranty of quality
quality and fit-
ness and for any defects that would materially or legally negate or substan-
1. Object of the tially reduce the value of the object or its fitness for the designated pur-
warranty
pose.
a. In general
2 He is liable even if he was not aware of the defects.
Art. 198
b. In livestock There is no warranty obligation in sales of livestock (horses, donkeys,
trading
mules, cattle, sheep, goats or pigs) unless the seller has given express
warranty in writing to the buyer or has intentionally misled the buyer.
Art. 199
2. Exclusion of Any agreement to exclude or limit the warranty obligation is void if the
warranty
seller has fraudulently concealed the failure to comply with warranty
from the buyer.
Art. 200
3. Defects 1The seller is not liable for defects known to the buyer at the time of
known to the
buyer purchase.
2He is not liable for defects that any normally attentive buyer should
have discovered unless he assured the buyer that they do not exist.
Art. 201
4. Notice of de- 1 The buyer must inspect the condition of the purchased object as soon
fects
a. In general
as feasible in the normal course of business and, if he discovers defects
for which the seller is liable under warranty, must notify him without
delay.
2 Should he fail to do so, the purchased object is deemed accepted except
in the case of defects that would not be revealed by the customary in-
spection.
72 Inserted by Art. 32 No 2 of the Cultural Property Transfer Act of 20 June 2003, in force
since 1 June 2005 (AS 2005 1869; BBl 2002 535).
73 SR 444.1
48 / 542
3 Where such defects come to light subsequently, the seller must be no-
tified immediately, failing which the object will be deemed accepted
even in respect of such defects.
Art. 202
b. In livestock 1 Where in a sale of livestock a written assurance includes no time limit
trading
and does not warrant that an animal is pregnant, the seller is not liable
to the buyer unless a defect is discovered and notified within nine days
of delivery or of the notice of default in taking delivery and an applica-
tion is made to the competent authority within the same time limit to
have the animal examined by experts.
2 The court evaluates the experts’ report at its discretion.
3 In other respects the procedure is governed by regulations enacted by
the Federal Council.
Art. 203
5. Intentional de- Where the seller has wilfully misled the buyer, liability for breach of
ceit
warranty is not limited by any failure on the buyer’s part to give prompt
notice of defects.
Art. 204
6. Remote sale 1 A buyer who complains that an object sent from another place is de-
and purchase
fective is obliged to place it in temporary storage, provided the seller
has no representative in the place in which it was received, and cannot
simply return it to the seller.
2 The buyer is obliged to have the condition of the object duly and
promptly witnessed, failing which he will bear the burden of proving
that the alleged defects already existed when he took receipt of the ob-
ject.
3 Where there is a risk that the object will rapidly deteriorate, the buyer
has the right and, should the interests of the seller so require, the obli-
gation to arrange its sale with the assistance of the competent authority
of the place where the object is located, but must notify the seller of such
sale as soon as possible to avoid rendering himself liable in damages.
Art. 205
7. Types of ac- 1 In claims for breach of warranty of quality and fitness, the buyer may
tion
a. Rescission or
sue either to rescind the contract of sale for breach of warranty or to
reduction have the sale price reduced by way of compensation for the decrease in
the object’s value.
49 / 542
2 Even where the buyer has brought action for rescission the court is free
to order a reduction in the price of the object if it does not consider re-
scission justified by the circumstances.
3If the decrease in the object’s value is equal to the sale price, the buyer
may only sue for rescission.
Art. 206
b. Substitute per- 1 Where the contract of sale is for delivery of a specified quantity of
formance
fungibles, the buyer may choose to bring action either for rescission or
for a reduction in the sale price or to request other acceptable goods of
the same kind.
2 Where the purchased objects have not been sent from another place,
the seller may discharge his obligation to the buyer by immediately de-
livering acceptable items of the same kind and making good any damage
the buyer has suffered.
Art. 207
c. Rescission 1 Action for rescission of the contract of sale may be brought if the ob-
when the object
is destroyed ject has been destroyed as a result of its defects or by accident.
2In such cases the buyer must return only that which remains of the
object.
3 If the object is destroyed through the fault of the buyer or has been
sold on or transformed by him, his only claim is for compensation for
the decrease in value.
Art. 208
8. Rescission of 1 In the event of rescission of the contract of sale the buyer must return
the contract of
sale the object to the seller together with any benefits derived from it in the
a. In general interim.
2 The seller must reimburse to the buyer the sale price paid together with
interest and, in accordance with the provisions governing full disposses-
sion, compensation for litigation costs, expenses and the damage in-
curred by the buyer as a result of the delivery of defective goods.
3The seller is obliged to compensate the buyer for any further damage
unless he can prove that no fault is attributable to him.
Art. 209
b. For sales of 1 Where the sale involves a batch or set of objects of which only some
batches or sets of
objects are defective, action for rescission may be brought only in respect of the
defective items.
50 / 542
2 However, where the defective items cannot be separated from the un-
flawed items without substantial prejudice to the buyer or the seller, re-
scission of the contract of sale must extend to the entire batch or set.
3 Rescission in respect of the main sale object necessarily involves re-
scission in respect of all accessory objects even if they are priced sepa-
rately, whereas rescission in respect of accessory objects does not ex-
tend to the main object.
Art. 21074
9. Prescription 1An action for breach of warranty of quality and fitness prescribes two
years after delivery of the object to the buyer, even if he does not dis-
cover the defects until later, unless the seller has assumed liability under
warranty for a longer period.
2The period amounts to five years where defects in an object that has
been incorporated in an immovable work in a manner consistent with its
nature and purpose have caused the work to be defective.
3 In the case of cultural property within the meaning of Article 2 para-
graph 1 of the Cultural Property Transfer Act of 20 June 200375, actions
for breach of warranty of quality and fitness prescribe one year after the
buyer discovered the defect but in any event 30 years after the contract
was concluded.
4 An agreement to reduce the prescriptive period is null and void if:
a. the prescriptive period is reduced to less than two years, or less
than one year in the case of second-hand goods;
b. the object is intended to be used by the buyer or his or her fam-
ily; and
c. the seller is acting in the course of his or her professional or
commercial activities.
5The defence of defective goods remains available to the buyer pro-
vided he has notified the seller within the prescriptive period.
6The seller may not invoke the prescriptive period if it is proved that he
wilfully misled the buyer. The foregoing does not apply to the 30-year
period under paragraph 3.
Art. 211
C. Obligations of 1 The buyer has an obligation to pay the price in accordance with the
the buyer
I. Payment of the
terms of the contract and to accept the sale object provided it is offered
sale price and ac- to him by the seller as contractually agreed.
ceptance of the
object
74 Amended by No I of the FA of 16 March 2012 (Prescription of Guarantee Claims. Exten-

sion and Coordination), in force since 1 Jan. 2013 (AS 2012 5415; BBl 2011 2889 3903).
75 SR 444.1
51 / 542
2Unless otherwise provided by agreement or custom, such acceptance

must take place immediately.
Art. 212
II. Fixing the 1 Where the buyer places a firm order without indicating the sale price,
price
the price is presumed to be the average current market price at the place
of performance.
2Where the price is based on the weight of the goods, the weight of the
packaging (tare) is deducted.
3 The foregoing does not apply to special commercial customs whereby
the gross weight of certain resale merchandise is reduced by a set
amount or percentage or the price is based on the gross weight including
packaging.
Art. 213
III. Time when 1 The price falls due as soon as the property passes into the buyer’s pos-
price falls due,
interest session, unless some other juncture is agreed.
2 Regardless of the provision governing default on expiry of a specified
time limit, interest accrues on the sale price even if no reminder is issued
where such practice is customary or the buyer may derive fruits or other
benefits from the purchased object.
Art. 214
IV. Buyer in de- 1 Where the property is to be delivered against advance payment of the
fault
1. Seller’s right
price in full or in instalments and the buyer is in default on such pay-
of withdrawal ment, the seller is entitled to withdraw from the contract without further
formality.
2However, if he intends to exercise this right he must notify the buyer
immediately.
3Where the purchased object has passed into the buyer’s possession
prior to payment, the seller may withdraw from the contract on the
grounds that the buyer is in default and demand the return of the object
only if he has expressly reserved the right to do so.
Art. 215
2. Liability for 1 Where the buyer in a commercial transaction fails to discharge his pay-
and computation
of damages ment obligation, the seller is entitled to compensation for the difference
between the sale price and the price at which he has subsequently sold
the object in good faith.
2 In the case of goods with a market or stock exchange price, the seller
is entitled to claim as damages the difference between the contractual
52 / 542
sale price and the market price at the time of performance without need-
ing to sell the object on.
Section Three: The Sale of Immovable Property
Art. 216
A. Formal re- 1 A contract for the sale of immovable property is valid only if done as
quirements
a public deed.
2A preliminary contract and an agreement conferring a right of pre-
emption, purchase or repurchase in relation to immovable property is
valid only if done as a public deed.76
3 An agreement conferring a right of pre-emption without fixing a price
is valid if done in writing.77
Art. 216a78
Abis. Duration Rights of pre-emption or repurchase may be agreed for a maximum du-
and priority no-
tice ration of 25 years and rights of purchase for a maximum of 10 years,
and they may be entered under priority notice in the land register.
Art. 216b79
Ater. Inheritance 1Unless otherwise agreed, contractual rights of pre-emption, purchase
and assignment
and repurchase may be inherited but not assigned.
2 Where assignment is permitted by contractual agreement, it is subject
to the same formal requirements as apply to the establishment of the
right.
Art. 216c80
Aquater. Rights of 1 A right of pre-emption may be exercised on the sale of the immovable
pre-emption
I. Pre-emption
property or any other legal transaction economically equivalent to a sale
events (pre-emption event).
76 Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994

(AS 1993 1404; BBl 1988 III 889).
77 Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994
(AS 1993 1404; BBl 1988 III 889).
78 Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994
(AS 1993 1404; BBl 1988 III 889).
(AS 1993 1404; BBl 1988 III 889).
(AS 1993 1404; BBl 1988 III 889).
53 / 542
2In particular, the following are not pre-emption events: allocation to

an heir in the division of an estate, forced sale, or acquisition in perfor-
mance of public duties.
Art. 216d81
II. Effect of pre- 1 The seller must inform persons with a right of pre-emption of the con-
emption, condi-
tions clusion and content of any contract of sale entered into.
2 Where the contract of sale is terminated after the right of pre-emption
has been exercised or if necessary permission is refused for reasons per-
taining to the person of the buyer, such termination or refusal has no
effect on the person to whom the right of pre-emption accrues.
3 Unless the pre-emption agreement provides otherwise, the person with
the right of pre-emption may purchase the property on the conditions
agreed by the seller with the third party.
Art. 216e82
III. Exercise, for- A person wishing to exercise his right of pre-emption must give notice
feiture
of his intention within three months to the seller or, if it is entered in the
land register, to the owner. This time limit commences on the day on
which the person with the right of pre-emption became aware of the
conclusion and content of the contract of sale.
Art. 217
B. Conditional 1 Conditional purchases of immovable property are not entered in the
purchase and
reservation of land register until the condition has been fulfilled.
ownership
2 A reservation of ownership may not be entered in the land register.
Art. 21883
C. Agricultural The Federal Act of 4 October 199184 on Rural Land Rights applies to
properties
the sale of agricultural properties.
Art. 219
D. Warranty 1Unless otherwise agreed, the seller of a property must compensate the
buyer if it is not of the size indicated in the contract of sale.

(AS 1993 1404; BBl 1988 III 889).
(AS 1993 1404; BBl 1988 III 889).
83 Amended by Art. 92 No 2 of the FA of 4 Oct. 1991 on Rural Land Rights, in force since
1 Jan. 1994 (AS 1993 1410; BBl 1988 III 953).
84 SR 211.412.11
54 / 542
2Where the property is not of the size entered in the land register based
on an official survey, the seller must compensate the buyer only where
he gave express warranty to that effect.
3 The warranty obligation in respect of defects in a building prescribes
five years after ownership is acquired.
Art. 220
E. Benefits and Where the agreement stipulates a date on which the buyer is to take pos-
risks
session of the property, the presumption is that the associated benefits
and risks do not pass to the buyer until that date.
Art. 221
F. Reference to In other respects, the provisions governing chattel sale apply mutatis
chattel sale
mutandis to the sale and purchase of land.
Section Four: Special Types of Sale
Art. 222
A. Sale by sam- 1 In a sale by sample, the person to whom the sample was entrusted is
ple
not obliged to prove that the sample he presented is identical with the
one received; his personal assurance to the court is sufficient, even
where the sample presented has altered in form since delivery, provided
that such alteration was a necessary consequence of the examination
made of the sample.
2 In any event the other party is entitled to prove that the sample is not
the same one.
3 If the sample has been spoiled or been destroyed while in the posses-
sion of the buyer, even if he was not at fault, the onus is not on the seller
to prove that the object conforms with the sample, but on the buyer to
prove the contrary.
Art. 223
B. Sale on ap- 1 In a sale on approval or inspection, the buyer is free to accept or refuse
proval or inspec-
tion the object.
I. Effect 2 Until it is accepted, the seller remains its owner even if it has passed
into the buyer’s possession.
Art. 224
II. Inspection on 1 Where the object is to be inspected on the premises of the seller, he is
the seller’s
premises released from his obligation if the buyer fails to accept the object within
the agreed or customary time limit.
55 / 542
2 In the absence of any such time limit the seller may, after an appropri-
ate interval, call on the buyer to declare whether he accepts the object,
and the seller is released from his obligation if the buyer fails to make
such declaration immediately on request.
Art. 225
III. Inspection on 1 Where the object has been delivered to the buyer prior to inspection,
the buyer’s
premises the sale is deemed to have been approved if the buyer neither declares
that he rejects the object nor returns it within the agreed or customary
time limit or, in the absence of any such time limit, immediately on de-
mand by the seller.
2The sale is similarly treated as completed, if the buyer pays the whole
or part of the price without reservation or if he deals with the property
otherwise than was necessary for its inspection.
Art. 22685
Art. 226a–226d86
C. ...
Art. 226e87
Art. 226f–226k88
Art. 226l89
Art. 226m90
85 Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963

(AS 1962 1047; BBl 1960 I 523).
86 Inserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed
by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from
1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).
by No I of the FA of 14 Dec. 1990, with effect from 1 July 1991 (AS 1991 974; BBl 1989
III 1233, 1990 I 120).
1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).
by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan.
2001 (AS 2000 2355; BBl 1999 III 2829).
1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).
56 / 542
Art. 22791
Art. 227a–227i92
Art. 22893
Art. 229
D. Auctions 1 At a compulsory auction, a contract of sale is concluded when the of-
I. Conclusion of ficial auctioneer knocks the object down to the highest bidder.
the purchase
2In the case of a voluntary auction that has been publicly announced
and is open to all bidders, a contract of sale is concluded when the seller
accepts the bid of the highest bidder.
3Unless the seller has expressed some other intention, the auctioneer is
deemed to have the authority to knock the object down to the highest
bidder.
Art. 230
II. Avoidance 1 Any interested party may within ten days bring a claim for avoidance
in respect of an auction whose outcome has been influenced by unlawful
or immoral means.
2 In the case of a compulsory auction, the avoidance claim must be
brought before the supervisory authority, and in all other cases before
the court.
Art. 231
III. Binding na- 1A bidder is bound by his offer according to the auction terms and con-
ture of bids at
auction ditions.
1. In general 2 Unless these provide otherwise, he is released from his obligation if a
higher bid is made or if his own bid is not accepted immediately after
the usual call has been made.
Art. 232
2. Immovable 1 In the case immovable property, the highest bid must be accepted or
property
refused at the auction itself.

(AS 1962 1047; BBl 1960 I 523).
by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Payment Agree-
ments), with effect from 1 July 2014 (AS 2014 869; BBl 2013 4631 5793).
93 Repealed by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Pay-
ment Agreements), with effect from 1 July 2014 (AS 2014 869; BBl 2013 4631 5793).
57 / 542
2 Any condition whereby the bidder is bound to maintain his bid after
the auction is void, other than in the case of compulsory auctions or sales
of land or buildings that require official approval.
Art. 233
IV. Cash pay- 1The successful bidder must pay in cash unless the auction terms and
ment
conditions provide otherwise.
2 The seller may immediately withdraw from the transaction if payment
is not tendered in cash or in accordance with the auction terms and con-
ditions.
Art. 234
V. Warranty 1Sale at compulsory auction is without warranty, apart from special as-
surances given or where the bidders are intentionally deceived.
2 The successful bidder acquires the object in the condition and with the
attendant rights and encumbrances indicated in the public registers or
the lot description and/or those that exist by operation of law.
3 In sales at voluntary public auction, the seller has the same liability as
in any other sale, but in the lot description he may disclaim any warranty
obligation with the exception of liability for intentional deceit.
Art. 235
VI. Transfer of 1 The successful bidder for a chattel acquires title to it as soon as it is
ownership
knocked down to him, whereas ownership of immovable property is not
transferred until the entry is made in the land register.
2 The official auctioneers immediately notify the land registry of the sale
at auction by reference to the formal auction record.
3 The provisions governing acquisition of ownership at compulsory auc-
tion are reserved.
Art. 236
VII. Cantonal The cantons may enact other provisions governing sale at public auction
provisions
within the bounds of federal law.
Section Five: The Contract of Exchange
Art. 237
A. Reference to The rules governing contracts of sale also apply to contracts of exchange
provisions gov-
erning purchase in the sense that each party to the exchange is treated as seller in respect
58 / 542
of the object promised by him and as buyer in respect of the object prom-
ised to him.
Art. 238
B. Warranty A party to the exchange who is dispossessed of the object received or
has returned it as defective may either claim for damages or for the re-
turn of the object that he delivered.
Title Seven: The Gift
Art. 239
A. Definition 1 A gift is any inter vivos disposition in which a person uses his assets
to enrich another without receiving an equivalent consideration.
2Waiving a right before having acquired it or renouncing an inheritance
does not constitute a gift.
3 The performance of a moral duty is not considered to be a gift.
Art. 240
B. Personal ca- 1A person with capacity to act may make gifts of his assets within the
pacity
I. Of the donor
bounds imposed by matrimonial property law and inheritance law.
2 The assets of a person who lacks capacity to act may be used only to
make customary occasional gifts. The liability of the legal representa-
tive is reserved.94
3 ...95
Art. 241
II. Of the recipi- 1 A person who lacks capacity to act may accept and legally acquire title
ent
to a gift provided he has capacity to consent.
2 However, the gift is not acquired or is annulled where his legal repre-
sentative forbids him to accept it or instructs him to return it.
Art. 242
C. Establishing 1 A gift from hand to hand is made when the donor presents the object
the gift
I. From hand to
to the recipient.
hand

95 Repealed by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons
and Law of Children), with effect from 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).
59 / 542
2Gifts of title or rights in rem to immovable property are not effective

until an entry is made in the land register.
3 The entry presupposes a valid promise to give.
Art. 243
II. Promise of a 1 The promise of a gift is valid only if done in writing.
gift
2A promise to give title or rights in rem to immovable property is valid
only if done as a public deed.
3On fulfilment of the promise to give, the relationship is treated as a
gift from hand to hand.
Art. 244
III. Effect of ac- A person who bestows an object on another person by way of a gift may
ceptance
reverse the bestowal at any time before the recipient has accepted it,
even where he has effectively separated it from his assets.
Art. 245
D. Conditions 1 Conditions or provisos may be attached to a gift.
and provisos
I. In general 2A gift whose occurrence is made contingent on the donor’s death is
subject to the provisions governing testamentary dispositions.
Art. 246
II. Fulfilment of 1The donor may bring action for fulfilment of a proviso that has been
provisos
accepted by the recipient.
2Where fulfilment of the proviso is in the public interest, the competent
authority may compel fulfilment after the death of the donor.
3 The recipient may refuse to fulfil the proviso if the value of the gift
does not cover the expenses occasioned by the proviso and he is not
reimbursed for the shortfall.
Art. 247
III. Reversion 1The donor may provide that the object given shall revert to him in the
clause
event that the recipient dies before he does.
2 A reversionary right attached to a gift of title or rights in rem to im-
movable property may be entered under priority notice in the land reg-
ister.
Art. 248
E. Liability of 1 The donor is liable for damage caused by the gift to the recipient only
the donor
in the event of wilful injury or gross negligence.
60 / 542
2He need give only such warranty as he has promised in respect of the
object given or the claim assigned.
Art. 249
F. Annulment of Where a gift has been made from hand to hand or a promise to give has
gifts
I. Claim for re-
been fulfilled, the donor may revoke the gift and claim return of the
turn of gift object given, provided the recipient is still enriched thereby:
1.96 if the recipient has committed a serious criminal offence against
the donor or a person close to him;
2. if the recipient has grossly neglected his duties under family law
towards the donor or any of the latter’s dependants;
3. if the recipient has failed without good cause to fulfil the provi-
sos attached to the gift.
Art. 250
II. Revocation 1The donor who has made a promise to give may revoke the promise
and invalidation
of a promise to and refuse to fulfil it:
give
1. on the same grounds as justify a claim for return of the object
given in the case of a gift from hand to hand;
2. where since the promise was made the donor’s financial situa-
tion has altered to such an extent that making the gift would
cause serious hardship;
3. where since the promise was made the donor has acquired duties
under family law that previously did not exist or were signifi-
cantly less onerous.
2All promises to give are annulled when a certificate of loss is issued
against the donor or he is declared bankrupt.
Art. 251
III. Prescription 1Revocation may take place at any time in the year commencing on the
and heirs’ right
of action day on which the grounds for revocation came to the donor’s attention.
2If the donor dies before the end of this one-year period, his right of
action passes to his heirs for the remainder of the period.
3 The donor’s heirs may revoke the gift if the recipient wilfully and un-
lawfully caused the donor’s death or prevented him from exercising his
right of revocation.
96 Amended by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000

(AS 1999 1118; BBl 1996 I 1).
61 / 542
Art. 252
IV. Death of the Unless otherwise provided, where the donor has undertaken to make pe-
donor
riodic payments or performance, his obligation is extinguished on his
death.
Title Eight:97 The Lease

Art. 253
A. Definition Leases are contracts in which a landlord or lessor grants a tenant or les-
and scope of ap-
plication see the use of an object in exchange for rent.
I. Definition
Art. 253a
II. Scope of ap- 1 The provisions governing the leasing of residential and commercial
plication
1. Residential
premises are also applicable to objects on such premises of which the
and commercial tenant has use.
premises
2 They are not applicable to holiday homes hired for three months or
less.
3 The Federal Council issues the provisions for implementation.
Art. 253b
2. Provisions on 1 The provisions governing protection against unfair rents (Art. 269 et
protection
against unfair seq.) apply mutatis mutandis to non-agricultural leases and to other con-
rents tracts whose essential purpose is to regulate the transfer of the use of
residential or commercial premises against valuable consideration.
2 They do not apply to the lease of luxury apartments and single-occu-
pancy residential units with six or more bedrooms and reception rooms
(not including the kitchen).
3 The provisions governing challenges to unfair rents do not apply to
residential premises made available with public sector support for which
rent levels are set by a public authority.
Art. 254
B. Tie-in trans- A tie-in transaction linked to a lease of residential or commercial prem-
actions
ises is void where the conclusion or continuation of the lease is made
conditional on such transaction and, under its terms, the tenant assumes
97 Amended by No I of the FA of 15 Dec. 1989, in force since 1 July 1990

(AS 1990 802; BBl 1985 I 1369). See also the financial provisions of Titles VIII and
VIIIbis Art. 5, at the end of this Code.
62 / 542
an obligation towards the landlord or a third party which is not directly

connected with the use of the leased premises.
Art. 255
C. Duration 1 Leases may be concluded for a limited or indefinite duration.
2Where the intention is that they should end without notice on expiry
of the agreed duration, they have a limited duration.
3 Other leases are deemed to be of indefinite duration.
Art. 256
D. Obligations of 1 The landlord or lessor is required to make the object available on the
the landlord
I. In general
agreed date in a condition fit for its designated use and to maintain it in
that condition.
2 Clauses to the contrary to the detriment of the tenant or lessee are void
if they are set out:
a. in previously formulated general terms and conditions;
b. in leases for residential or commercial premises.
Art. 256a
II. Duty of dis- 1 If a report was drawn up on the return of the object at the end of the
closure
previous lease, the landlord or lessor must on request make this docu-
ment available for perusal by the new tenant or lessee when the object
is handed over to him.
2Similarly, the new tenant or lessee has the right to be informed of the
amount of rent paid under the previous lease.
Art. 256b
III. Charges and The landlord or lessor bears all taxes and charges in connection with the
taxes
leased object.
Art. 257
E. Obligations of The rent is the consideration owed by the tenant or lessee to the landlord
the tenant or les-
see or lessor for the transfer of the use of the object.
I. Payment of
rent and acces-
sory charges
1. Rent
63 / 542
Art. 257a
2. Accessory 1 Accessory charges are the consideration due for services provided by
charges
a. In general
the landlord or lessor or a third party in connection with the use of the
property.
2 They are payable by the tenant or lessee only where this has been spe-
cifically agreed with the landlord or lessor.
Art. 257b
b. Residential 1 Accessory charges for residential and commercial premises are the ac-
and commercial
premises tual outlays made by the landlord for services connected with the use of
the property, such as heating, hot water and other operating costs, as
well as public taxes arising from the use of the property.
2The landlord must allow the tenant on his request to inspect the docu-
mentation for such outlays.
Art. 257c
3. Payment dead- The tenant or lessee must pay the rent and, where applicable, the acces-
lines
sory charges at the end of each month and at the latest on expiry of the
lease, unless otherwise agreed or required by local custom.
Art. 257d
4. Tenant in ar- 1 Where, having accepted the property, the tenant or lessee is in arrears
rears
with payments of rent or accessory charges, the landlord or lessor may
set a time limit for payment and notify him that in the event of non-
payment the landlord or lessor will terminate the lease on expiry of that
time limit. The minimum time limit is ten days, and 30 days for leases
of residential or commercial premises.
2 In the event of non-payment within the time limit the landlord or lessor
may terminate the contract with immediate effect or, for leases of resi-
dential and commercial premises, subject to at least 30 days’ notice end-
ing on the last day of a calendar month.
Art. 257e
II. Security fur- 1Where the tenant of residential or commercial premises furnishes se-
nished by the
tenant curity in the form of cash or negotiable securities, the landlord must de-
posit it in a bank savings or deposit account in the tenant’s name.
2 In residential leases, the landlord is not entitled to ask for more than
three months’ rent by way of security.
3 The bank may release such security only with the consent of both par-
ties or in compliance with a final payment order or final decision of the
court. On expiry of one year following the end of the lease, the tenant
64 / 542
or lessee may request that the security be returned to him by the bank if
no claim has been brought against him by the landlord or lessor.
4 The cantons may enact further provisions.
Art. 257f
III. Care and 1 The tenant or lessee must use the object with all due care.
consideration
2Where the lease relates to immovable property, the tenant must show
due consideration for others who share the building and for neighbours.
3 If, despite written warning from the landlord or lessor, the tenant or
lessee continues to act in breach of his duty of care and consideration
such that continuation of the lease becomes unconscionable for the land-
lord or lessor or other persons sharing the building, the landlord or lessor
may terminate the contract with immediate effect or, for leases of resi-
dential and commercial premises, subject to at least 30 days’ notice end-
ing on the last day of a calendar month.
4However, leases of residential and commercial premises may be ter-
minated with immediate effect if the tenant intentionally causes serious
damage to the property.
Art. 257g
IV. Duty of noti- 1 On learning of defects which he himself is not obliged to remedy, the
fication
tenant or lessee must inform the landlord or lessor.
2Failure to notify renders the tenant or lessee liable for any damage in-
curred by the landlord or lessor as a result.
Art. 257h
V. Duty of toler- 1 The tenant or lessee must tolerate works intended to remedy defects in
ance
the object or to repair or prevent damage.
2The tenant or lessee must permit the landlord or lessor to inspect the
object to the extent required for maintenance, sale or future leasing.
3 The landlord or lessor must inform the tenant or lessee of works and
inspections in good time and take all due account of the latter’s interests
when they are carried out; all claims of the tenant or lessee for reduction
of the rent (Art. 259d) and for damages (Art. 259e) are reserved.
Art. 258
F. Non-perfor- 1Where the landlord or lessor fails to hand over the property on the
mance or defec-
tive performance agreed date or hands it over with defects rendering it wholly or partly
when object
handed over
unfit for its designated use, the tenant or lessee may sue for non-perfor-
mance of contractual obligations pursuant to Articles 107–109 above.
65 / 542
2 Where the tenant or lessee accepts the object despite such defects but
insists that the contract be duly performed, he may make only such
claims as would have accrued to him had the defects arisen during the
lease (Art. 259a–259i).
3The tenant or lessee may bring the claims pursuant to Articles 259a–
259i below even if, when handed over to him, the object has defects:
a. which render the object less fit for its designated use, albeit not
substantially so;
b. which the tenant or lessee would have to remedy at his own ex-
pense during the lease (Art. 259).
Art. 259
G. Defects dur- The tenant or lessee must remedy defects which can be dealt with by
ing the contract
I. Obligation of
minor cleaning or repairs as part of regular maintenance and, depending
tenant to carry on local custom, must do so at his own expense.
out minor clean-
ing and repairs
Art. 259a
II. Rights of the 1Where defects arise in the object which are not attributable to the ten-
tenant
1. In general
ant or lessee and which he is not obliged to remedy at his own expense,
or where he is prevented from using the object as contractually agreed,
he may require that the landlord or lessor:
a. repair the object;
b. reduce the rent proportionately;
c. pay damages;
d. assume responsibility for litigation against a third party.
2 In addition, a tenant of immovable property may pay rent on deposit
rather than to the landlord.
Art. 259b
2. Remedy of de- Where the landlord is aware of a defect and fails to remedy it within a
fects
a. General prin-
reasonable time, the tenant may:
ciple
a. terminate the contract with immediate effect if the defect ren-
ders the leased property unfit or significantly less fit for its des-
ignated use or renders a chattel less fit for purpose;
b. arrange for the defect to be remedied at the landlord’s or lessor’s
expense if it renders the object less fit for its designated use,
albeit not substantially so.
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Art. 259c
b. Exception The tenant or lessee is not entitled to rectification of the defect where
the landlord or lessor provides full compensation for the defective object
within a reasonable time.
Art. 259d
3. Reduction of Where the object is rendered unfit or less fit for its designated use, the
rent
tenant or lessee may require the landlord or lessor to reduce the rent
proportionately from the time when the landlord or lessor became aware
of the defect until the defect is remedied.
Art. 259e
4. Damages Where the defect has caused damage to the tenant or lessee, the landlord
or lessor is liable in damages unless he can prove that he was not at fault.
Art. 259f
5. Assumption of Where a third party claims a right over the object that is incompatible
litigation
with the rights of the tenant or lessee, on notification by the latter the
landlord or lessor is obliged to assume responsibility for the litigation.
Art. 259g
6. Deposit of 1 A tenant of immovable property requesting that a defect be remedied
rent
a. General prin-
must, in writing, set the landlord a reasonable time limit within which
ciple to comply with such request and may warn him that, in the event of
failure to comply, on expiry of the time limit the tenant will deposit his
future rent payments with an office designated by the canton. He must
notify the landlord in writing of his intention to pay rent on deposit.
2 Rent paid on deposit is deemed duly paid.
Art. 259h
b. Release of de- 1 The landlord becomes entitled to the rent paid on deposit if the tenant
posited rent
or lessee does not bring claims against him before the conciliation au-
thority within 30 days of the due date for the first rent payment paid into
deposit.
2 On being notified by the tenant that he intends to pay rent on deposit
as it falls due, the landlord may apply to the conciliation authority for
release of rent unjustly paid on deposit.
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Art. 259i98
c. Procedure The procedure is governed by the CPO99.
Art. 260
H. Renovations 1The landlord or lessor may renovate or modify the object only where
and modifica-
tions conscionable for the tenant or lessee and the lease has not been termi-
I. By the land- nated.
lord
2 In carrying out such works, the landlord or lessor must give due con-
sideration to the tenant or lessee’s interests; all claims of the tenant or
lessee for reduction of the rent (Art. 259d) and for damages (Art. 259e)
are reserved.
Art. 260a
II. By the tenant 1The tenant or lessee may renovate or modify the object only with the
written consent of the landlord or lessor.
2 Once such consent has been given, the landlord or lessor may require
the restoration of the object to its previous condition only if this has been
agreed in writing.
3 Where at the end of the lease the object has appreciated significantly
in value as a result of renovations or modifications to which the landlord
or lessor consented, the tenant or lessee may claim appropriate compen-
sation for such appreciation, subject to any written agreements provid-
ing for higher levels of compensation.
Art. 261
J. Change of 1 Where after concluding the contract the landlord alienates the object
ownership
I. Alienation of
or is dispossessed of it in debt collection or bankruptcy proceedings, the
the object lease passes to the acquirer together with ownership of the object.
2 However, the new owner may:
a. serve notice to terminate a lease on residential or commercial
premises as of the next legally admissible termination date if he
claims an urgent need of such premises for himself, his close
relatives or in-laws;
b. serve notice to terminate a rental agreement in respect of other
objects as of the next legally admissible termination date unless
the contract allows for earlier termination.
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
99 SR 272
68 / 542
3 If the new owner terminates sooner than is permitted under the contract
with the existing landlord or lessor, the latter is liable for all resultant
losses.
4 The provisions governing compulsory purchase are unaffected.
Art. 261a
II. Conferral of Where the landlord or lessor grants a third party a limited right in rem
limited rights in
rem and this is tantamount to a change of ownership, the provisions govern-
ing alienation of the object apply mutatis mutandis.
Art. 261b
III. Entry under 1 The parties to a lease may agree to have it entered under priority notice
priority notice in
the land register in the land register.
2 The effect of such entry is that every future owner must allow the prop-
erty to be used in accordance with the lease.
Art. 262
K. Sub-letting 1A tenant may sub-let all or part of the property with the landlord’s
consent.
2 The landlord may refuse his consent only if:
a. the tenant refuses to inform him of the terms of the sub-lease;
b. the terms and conditions of the sub-lease are unfair in compari-
son with those of the principal lease;
c. the sub-letting gives rise to major disadvantages for the land-
lord.
3 The tenant is liable to the landlord for ensuring that the sub-tenant uses
the property only in the manner permitted to the tenant himself. To this
end the landlord may issue reminders directly to the sub-tenant.
Art. 263
L. Transfer of 1The tenant of commercial premises may transfer his lease to a third
lease to a third
party party with the landlord’s written consent.
2 The landlord may withhold consent only for good cause.
3 Once the landlord gives his consent, the third party is subrogated to
the rights and obligations of the tenant under the lease.
4The tenant is released from his obligations towards the landlord. How-
ever, he remains jointly and severally liable with the third party until
such time as the lease ends or may be terminated under the contract or
by law, but in any event for no more than two years.
69 / 542
Art. 264
M. Early return 1Where the tenant or lessee returns the object without observing the
of the object
notice period or the deadline for termination, he is released from his
obligations towards the landlord or lessor only if he proposes a new ten-
ant or lessee who is acceptable to the landlord or lessor, solvent and
willing to take on the lease or rental agreement under the same terms
and conditions.
2 Otherwise, the tenant or lessee must continue to pay the rent until such
time as the lease ends or may be terminated under the contract or by law.
3Against the rent owing to him, the landlord or lessor must permit ac-
count to be taken of:
a. any expenses he has saved, and
b. any earnings which he has obtained, or intentionally failed to
obtain, from putting the object to some other use.
Art. 265
N. Set-off The landlord or lessor and the tenant or lessee may not waive in advance
their right to set off claims arising from the lease.
Art. 266
O. End of lease 1 Where the parties have expressly or tacitly agreed to a limited dura-
I. Expiry of tion, the lease comes to an end on expiry thereof without any need for
agreed duration
notice to be given.
2 If the lease is tacitly continued, its duration becomes indefinite.
Art. 266a
II. Notice of ter- 1 The parties may give notice to terminate a lease of indefinite duration
mination and ter-
mination dates by observing the legally prescribed notice periods and termination dates,
1. In general except where they have agreed a longer notice period or a different ter-
mination date.
2 Where the prescribed notice period or termination date is not observed,
termination will be effective as of the next termination date.
Art. 266b
2. Immovable A party may terminate a lease of immovable property or a movable
and movable
structures structure by giving three months’ notice expiring on a date fixed by local
custom or, in the absence of such custom, at the end of a six-month pe-
riod of the lease.
Art. 266c
3. Residential
premises
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A party may terminate a lease of residential premises by giving three

months’ notice expiring on a date fixed by local custom or, in the ab-
sence of such custom, at the end of a three-month period of the lease.
Art. 266d
4. Commercial A party may terminate the lease of a commercial property by giving six
premises
months’ notice expiring on a date fixed by local custom or, in the ab-
sence of such custom, at the end of a three-month period of the lease.
Art. 266e
5. Furnished A party may terminate the lease of furnished rooms, a separately rented
rooms and park-
ing spaces parking space or other comparable facility by giving two weeks’ notice
expiring at the end of a one-month period of the lease.
Art. 266f
6. Chattels A party may terminate a lease of chattels by giving three days’ notice
expiring at any time.
Art. 266g
III. Extraordi- 1Where performance of the contract becomes unconscionable for the
nary notice
1. Good cause
parties for good cause, they may terminate the lease by giving the legally
prescribed notice expiring at any time.
2 The court determines the financial consequences of early termination,
taking due account of all the circumstances.
Art. 266h
2. Bankruptcy of 1 Where the tenant or lessee becomes bankrupt after taking possession
the tenant or les-
see of the property, the landlord or lessor may call for security for future
rent payments. He must grant the tenant or lessee and the bankruptcy
administrators an appropriate time limit in which to furnish it.
2 Where no such security is furnished to the landlord or lessor, he may
terminate the contract with immediate effect.
Art. 266i
3. Death of the In the event of the death of the tenant or lessee, his heirs may terminate
tenant or lessee
the contract by giving the legally prescribed notice expiring on the next
admissible termination date.
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Art. 266k
4. Chattels A lessee of a chattel hired for his own private use and leased to him on
a commercial basis by the lessor may terminate the lease by giving at
least 30 days’ notice expiring at the end of a three-month period of the
lease. The lessor has no claim for compensation.
Art. 266l
IV. Required 1Notice to terminate leases of residential and commercial premises
form of notice
for residential must be given in writing.
and commercial
premises 2The landlord must give notice of termination using a form approved
1. In general by the canton which informs the tenant how he must proceed if he
wishes to contest the termination or apply for an extension of the lease.
Art. 266m
2. Family resi- 1Where the leased property serves as the family residence, one spouse
dence
a. Notice given
may not terminate the lease without the express consent of the other.
by the tenant 2If the spouse cannot obtain such consent or it is withheld without good
cause, he or she may apply to the court.
3 The same provisions apply mutatis mutandis to registered partners.100
Art. 266n101
b. Notice given Notice of termination given by the landlord and any notification of a
by the landlord
time limit for payment accompanied by a warning of termination in the
event of non-payment (Art. 257d) must be served separately on the ten-
ant and on his spouse or registered partner.
Art. 266o
3. Void notice Notice of termination is void if it does not conform to Articles 266l–
266n.
Art. 267
P. Return of the 1At the end of the lease, the tenant or lessee must return the object in a
object
I. In general
condition that accords with its contractually designated use.
2 Any clause whereby the tenant or lessee undertakes to pay compensa-
tion on termination of the lease is void except insofar as such compen-
sation relates to possible damage.
100 Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since
1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
101 Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force
since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
72 / 542
Art. 267a
II. Inspection of 1 When the object is returned, the landlord or lessor must inspect its
object and notifi-
cation of tenant condition and immediately inform the tenant or lessee of any defects for
or lessee which he is answerable.
2 If the landlord or lessor fails to do so, he forfeits his claims save in
respect of defects not detectable on customary inspection.
3Where the landlord or lessor discovers such defects subsequently, he
must inform the tenant or lessee immediately.
Art. 268
Q. Landlord’s 1 As security for rent for the past year and the current six-month period,
special lien
I. Scope
a landlord of commercial premises has a special lien on chattels located
on the leased premises and either used as fixtures or required for the use
of the premises.
2The landlord’s special lien also extends to property brought onto the
premises by a sub-tenant to the extent that he has not paid his rent.
3 Goods not subject to attachment by creditors of the tenant are not sub-
ject to the lien.
Art. 268a
II. Objects be- 1 The rights of third parties to objects which the landlord knew or should
longing to third
parties have known do not belong to the tenant and to stolen, lost, missing or
otherwise mislaid objects take precedence over the landlord’s special
lien.
2 Where the landlord learns only during the lease that objects brought
onto the premises by the tenant are not the latter’s property, his lien on
them is extinguished unless he terminates the lease as of the next admis-
sible termination date.
Art. 268b
III. Exercise of 1 Where the tenant wishes to vacate the premises or intends to remove
lien
the objects located thereon, the landlord may, with the assistance of the
competent authority, retain such objects as are required to secure his
claim.
2Items removed secretly or by force may, with police assistance, be
brought back onto the premises within ten days of their removal.
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Section Two:
Protection against Unfair Rents or other Unfair Claims by
the Landlord in Respect of Leases of Residential and
Commercial Premises
Art. 269
A. Unfair rent Rents are unfair where they permit the landlord to derive excessive in-
I. General rule come from the leased property or where they are based on a clearly ex-
cessive sale price.
Art. 269a
II. Exceptions In particular, rents are not generally held to be unfair if:
a. they fall within the range of rents customary in the locality or
district;
b. they are justified by increases in costs or by additional services
provided by the landlord;
c. in the case of a recently constructed property, they do not exceed
the range of gross pre-tax yield required to cover costs;
d. they serve merely to balance out a rent decrease previously
granted as part of a reallocation of funding costs at prevailing
market rates and they are set out in a payment plan made known
to the tenant in advance;
e. they serve merely to balance out the inflation on the risk capital;
f. they do not exceed the levels recommended in master agree-
ments drawn up by landlords’ and tenants’ associations or or-
ganisations representing similar interests.
Art. 269b
B. Index-linked An agreement to link rent to an index is valid only where the lease is
rent
contracted for at least five years and the benchmark is the Swiss con-
sumer prices index.
Art. 269c
C. Periodical An agreement to increase the rent periodically by fixed amounts is valid
rent increases
only where:
a. the lease is contracted for at least three years;
b. the rent is increased no more than once a year; and
c. the amount by which it is increased is fixed in francs.
74 / 542
Art. 269d
D. Rent in- 1 The landlord may at any time increase the rent with effect from the
creases and other
unilateral next termination date. He must give notice of and reasons for the rent
amendments by
the landlord
increase at least ten days before the beginning of the notice period for
termination using a form approved by the canton.
2 The rent increase is void where:
a. it is not communicated using the prescribed form;
b. no reasons are given;
c. notification of the increase is accompanied by notice to termi-
nate or a threat of termination.
3Paragraphs 1 and 2 also apply where the landlord intends to make other
unilateral amendments to the lease to the detriment of the tenant, for
example by reducing the services provided or adding new accessory
charges.
Art. 270
E. Challenge to 1Within 30 days of taking possession of the property, the tenant may
rent
I. Request for
challenge the initial rent as unfair within the meaning of Articles 269
rent reduction and 269a before the conciliation authority and request said authority to
1. Initial rent order a reduction of the rent:
a. if the tenant felt compelled to conclude the lease agreement on
account of personal or family hardship or by reason of the con-
ditions prevailing on the local market for residential and com-
mercial premises; or
b. if the initial rent required by the landlord is significantly higher
than the previous rent for the same property.
2 In the event of a housing shortage, the cantons may make it obligatory
in all or part of their territory to use the form stipulated in Article 269d
when contracting any new lease.
Art. 270a
2. During the 1 The tenant may challenge the rent as unfair and request its reduction
lease
as of the next termination date where he has good cause to suppose that,
because of significant changes to the calculation basis and most notably
a reduction in costs, the return derived by the landlord from the leased
property is now excessive within the meaning of Articles 269 and 269a.
2 The tenant must present his request for a rent reduction in writing to
the landlord, who has 30 days in which to respond. Where the landlord
does not accede to the request in full or in part or does not respond in
good time, the tenant may apply to the conciliation authority within 30
days.
75 / 542
3 Paragraph 2 does not apply if the tenant is simultaneously challenging

a rent increase and requesting a rent reduction.
Art. 270b
II. Challenging 1 Within 30 days of receiving notice of a rent increase, the tenant may
rent increases
and other unilat- challenge it before the conciliation authority as unfair within the mean-
eral amendments
by the landlord
ing of Articles 269 and 269a.
2 Paragraph 1 also applies where the landlord makes other unilateral
amendments to the lease to the detriment of the tenant, in particular by
reducing the services provided or adding new accessory charges.
Art. 270c
III. Challenging Without prejudice to the right to challenge the initial rent, a party may
index-linked rent
argue before the conciliation authority only that the rent increase or re-
duction requested by the other party is not justified by a corresponding
change in the index.
Art. 270d
IV. Challenging Without prejudice to the right to challenge the initial rent, the tenant
periodical rent
increases may not challenge periodical rent increases.
Art. 270e
F. Continued va- The existing lease remains in force without change:
lidity of lease
during challenge a. during conciliation proceedings, where the parties fail to reach
proceedings
agreement;
b. during court proceedings, subject to provisional measures or-
dered by the court.
Section Three:
Protection against Termination of Leases of Residential and
Commercial Premises
Art. 271
A. Notice open 1Notice of termination may be challenged where it contravenes the
to challenge
I. In general
principle of good faith.
2 On request, reasons for giving notice must be stated.
Art. 271a
II. Notice served 1 Notice of termination served by the landlord may be challenged in par-
by the landlord
ticular where it is given:
76 / 542
a. because the tenant is asserting claims arising under the lease in

good faith;
b. because the landlord wishes to impose a unilateral amendment
of the lease to the tenant’s detriment or to change the rent;
c. for the sole purpose of inducing the tenant to purchase the leased
premises;
d. during conciliation or court proceedings in connection with the
lease, unless the tenant initiated such proceedings in bad faith;
e. within three years of the conclusion of conciliation or court pro-
ceedings in connection with the lease in which the landlord:
1. was largely unsuccessful,
2. withdrew or considerably reduced his claim or action,
3. declined to bring the matter before the court,
4. reached a settlement or some other compromise with the
tenant;
f. because of changes in the tenant’s family circumstances which
do not give rise to any significant disadvantage to the landlord.
2 Paragraph1 let. e. is also applicable where the tenant can produce doc-
uments showing that he reached a settlement with the landlord concern-
ing a claim in connection with the lease outside conciliation or court
proceedings.
3 Paragraph 1 let. d. and e. are not applicable where notice of termination
is given:
a. because the landlord urgently needs the property for his own use
or that of family members or in-laws;
b. because the tenant is in default on his payments (Art. 257d);
c. because the tenant is in serious breach of his duty of care and
consideration (Art. 257f para. 3 and 4);
d. as a result of alienation of the leased premises (Art. 261);
e. for good cause (Art. 266g);
f. because the tenant is bankrupt (Art. 266h).
Art. 272
B. Extension of 1 The tenant may request the extension of a fixed-term or open-ended
the lease
I. Tenant’s enti-
lease where termination of the lease would cause a degree of hardship
tlement for him or his family that cannot be justified by the interests of the land-
lord.
2When weighing the respective interests, the competent authority has
particular regard to:
77 / 542
a. the circumstances in which the lease was contracted and the

terms of the lease;
b. the duration of the lease;
c. the personal, family and financial circumstances of the parties,
as well as their conduct;
d. any need that the landlord might have to use the premises for
himself, his family members or his in-laws and the urgency of
such need;
e. the conditions prevailing on the local market for residential and
commercial premises.
3 Where the tenant requests a second extension, the competent authority
must also consider whether the tenant has done everything that might
reasonably be expected of him to mitigate the hardship caused by the
notice of termination.
Art. 272a
II. Exclusion of 1 No extension is granted where notice of termination is given:
extension
a. because the tenant is in default on his payments (Art. 257d);
b. because the tenant is in serious breach of his duty of care and
consideration (Art. 257f para. 3 and 4);
c. because the tenant is bankrupt (Art. 266h);
d. in respect of a lease expressly concluded for a limited period
until refurbishment or demolition works begin or the requisite
planning permission is obtained.
2 As a general rule, no extension is granted where the landlord offers the
tenant equivalent residential or commercial premises.
Art. 272b
III. Length of ex- 1 A lease may be extended by up to four years in the case of residential
tension
premises and by up to six years for commercial premises. Within these
overall limits, one or two extensions may be granted.
2Where the parties agree to an extension of the lease, they are not bound
by a maximum duration and the tenant may waive a second extension.
Art. 272c
IV. Continued 1 Either party may ask the court to modify the lease in line with changed
validity of lease
circumstances when deciding on the lease extension.
2 Where the lease is not varied in the decision on the lease extension, it
remains in force during the extension period, subject to other means of
variation envisaged by law.
78 / 542
Art. 272d
V. Notice given Unless the decision on extension or the extension agreement stipulates
during extension
otherwise, the tenant may terminate the lease:
a. by giving one month’s notice expiring at the end of a calendar
month in cases where the extension does not exceed one year;
b. by giving three months’ notice expiring on an admissible termi-
nation date in cases where the extension exceeds one year.
Art. 273
C. Time limits 1 A party wishing to challenge termination must bring the matter before
and procedure102
the conciliation authority within 30 days of receiving the notice of ter-
mination.
2 A tenant wishing to apply for a lease extension must submit his request
to the conciliation authority:
a. within 30 days of receiving the notice of termination, where the
lease is open-ended;
b. not later than 60 days before expiry of the lease, where it is of
limited duration.
3A tenant requesting a second extension must submit his request to the
conciliation authority not later than 60 days before expiry of the first
extension.
4The procedure before the conciliation authority is governed by the
CPO103.104
5 Where the competent authority rejects a request made by the tenant
relating to challenging termination, it must examine ex officio whether
the lease may be extended.105
Art. 273a
D. Family resi- 1 Where the leased property serves as the family residence, the tenant’s
dence
spouse is likewise entitled to challenge the termination, request a lease
extension and exercise the other rights accruing to the tenant in the event
that notice of termination is served.
2Agreements providing for an extension of the lease are valid only if
concluded with both spouses.
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
103 SR 272
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
79 / 542
3 The same provisions apply mutatis mutandis to registered partners.106
Art. 273b
E. Sub-letting 1 The provisions of this Chapter apply to sub-leases provided the prin-
cipal lease has not been terminated. A sub-lease may be extended only
within the duration of the principal lease.
2 Where the main purpose of the sub-lease is to circumvent the provi-
sions governing protection against termination, the sub-tenant is granted
such protection without regard to the principal lease. If the principal
lease is terminated, the landlord is subrogated to the rights of the tenant
in his contract with the sub-tenant.
Art. 273c
F. Mandatory 1 The tenant may waive the rights conferred on him by the provisions of
provisions
this Chapter only where this is expressly envisaged.
2 All agreements to the contrary are void.
Section Four:107 ...
Art. 274–274g
Title Eightbis:108 The Usufructuary Lease
Art. 275
A. Definition The usufructuary lease is a contract whereby the lessor undertakes to
and scope of ap-
plication grant the lessee the use of a productive object or right and the benefit of
I. Definition its fruits or proceeds in exchange for rent.
Art. 276
II. Scope of ap- The provisions governing usufructuary leases of residential and com-
plication
1. Residential
mercial premises also apply to objects made available together with
and commercial such premises for the use and enjoyment of the tenant.
premises
106 Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since
1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
107 Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect
from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
108 Inserted by No I of the FA of 15 Dec. 1989, in force since 1 July 1990
(AS 1990 802; BBl 1985 I 1369). See also the Final Provisions of Titles VIII and VIIIbis
Art. 5 at the end of this Code.
80 / 542
Art. 276a
2. Agricultural 1 Usufructuary leases relating to agricultural enterprises or to agricul-
lease
tural land and buildings are governed by the Federal Act of 4 October
1985109 on Agricultural Leases, insofar as it contains special provisions.
2 In other respects the Code of Obligations applies with the exception of
the provisions governing leases of residential and commercial prem-
ises.110
Art. 277
B. Inventory Where machinery, livestock or supplies are included in the lease, each
party must furnish the other with a precise, signed inventory and take
part in a joint valuation thereof.
Art. 278
C. Obligations of 1 The lessor is required to make the object available on the agreed date
the lessor
I. Hand-over of
in a condition fit for its designated use and operation.
object 2 If a report was drawn up on the return of the object at the end of the
previous lease, on request the lessor must make this document available
for inspection by the new lessee when the object is handed over to him.
3 Similarly, the new lessee has the right to be informed of the amount of
rent paid under the previous lease.
Art. 279
II. Major repairs The lessor is obliged to carry out major repairs to the object that become
necessary during the lease at his own expense and as soon as the lessee
has informed him of the need for such repairs.
Art. 280
III. Charges and The lessor bears all taxes and charges in connection with the object.
taxes
Art. 281
D. Obligations of 1 The lessee must pay the rent and, where applicable, the accessory
the lessee
I. Payment of
charges at the end of each year of the lease but not later than when the
rent and acces- lease expires, save where another payment date is stipulated by agree-
sory charges
ment or local custom.
1. In general
2 Article 257a applies to accessory charges.
109 SR 221.213.2
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
81 / 542
Art. 282
2. Lessee in ar- 1 Where, having accepted the property, the lessee is in arrears with pay-
rears
ments of rent or accessory charges, the lessor may set a time limit of at
least 60 days for payment and notify him that in the event of non-pay-
ment the lessor will terminate the lease on expiry of that time limit.
2 In the event of non-payment within the time limit the lessor may ter-
minate the usufructuary lease with immediate effect or, for leases of res-
idential and commercial premises, subject to at least 30 days’ notice
ending on the last day of a calendar month.
Art. 283
II. Care, consid- 1 The lessee must use the leased object with due care in accordance with
eration and
maintenance its intended use and in particular must ensure that its long-term produc-
1. Care and con- tivity is sustained.
sideration
2Where the usufructuary lease relates to immovable property, the tenant
must show due consideration for others who share the building and for
neighbours.
Art. 284
2. Normal 1 The lessee must carry out the normal maintenance of the leased object.
maintenance
2 In accordance with local custom, he must carry out minor repairs and
replace inexpensive equipment and tools which have become useless as
a result of age or wear and tear.
Art. 285
3. Breach of duty 1 If, despite written warning from the lessor, the lessee continues to act
by the lessee
in breach of his duty of care, consideration or maintenance such that
continuation of the usufructuary lease becomes unconscionable for the
lessor or other persons sharing the building, the lessor may terminate
the lease with immediate effect or, for leases of residential and commer-
cial premises, subject to at least 30 days’ notice ending on the last day
of a calendar month.
2However, leases of residential and commercial premises may be ter-
minated with immediate effect if the tenant intentionally causes serious
damage to the property.
Art. 286
III. Duty of noti- 1 If major repairs become necessary or a third party makes claims
fication
against the object of the usufructuary lease, the lessee must inform the
lessor immediately.
2 Failure to notify renders the lessee liable for any damage incurred by
the lessor as a result.
82 / 542
Art. 287
IV. Duty of tol- 1 The lessee must tolerate major repairs intended to remedy defects in
erance
the object or to repair or prevent damage.
2 The lessee must permit the lessor to inspect the object to the extent
required for maintenance, sale or future leasing.
3 The lessor must inform the lessee of works and inspections in good
time and take all due account of the latter’s interests when they are car-
ried out; the provisions on leases in Title 8 (Art. 259d and 259e) apply
mutatis mutandis to all claims of the lessee for reduction of the rent and
for damages.
Art. 288
E. Rights of the 1The provisions on leases in Title 8 (Art. 258 and 259a–259i) apply
lessee on non-
performance or mutatis mutandis:
defective perfor-
mance a. where the lessor fails to hand over the property on the agreed
date or hands it over in a defective condition;
b. where defects arise in the object which are not attributable to the
lessee and which he is not obliged to remedy at his own expense,
or where he is prevented from using the object as contractually
agreed.
2 Clauses to the contrary to the detriment of the lessee are void if they
are set out:
a. in previously formulated general terms and conditions;
b. in usufructuary leases for residential or commercial premises.
Art. 289
F. Renovations 1 The lessor may renovate or modify the object only where conscionable
and modifica-
tions for the lessee and the usufructuary lease has not been terminated.
I. By the lessor 2 In carrying out such works, the lessor must give due consideration to
the lessee’s interests; the provisions on leases in Title 8 (Art. 259d and
Art. 259e) apply mutatis mutandis to any claims of the lessee for reduc-
tion of the rent and for damages.
Art. 289a
II. By the lessee 1 The lessee requires the lessor’s written consent in order to:
a. alter the manner in which the object has traditionally been man-
aged in ways which will have lasting significance beyond the
duration of the lease;
b. carry out renovations or modifications to the object above and
beyond the remit of normal maintenance.
83 / 542
2 Once such consent has been given, the lessor may require the restora-
tion of the object to its previous condition only if this has been agreed
in writing.
3 Where the lessor has not given his written consent to an alteration
within the meaning of paragraph 1 let. a. and the lessee has failed to
reverse such alteration within an appropriate time, the lessor may termi-
nate the contract with immediate effect or, for leases of residential and
commercial premises, subject to at least 30 days’ notice expiring on the
last day of a calendar month.
Art. 290
G. Change of The provisions on leases in Title 8 (Art. 261–261b) apply mutatis mu-
ownership
tandis:
a. where the leased object is alienated;
b. where limited rights in rem are established on the leased object;
c. where the lease is entered under priority notice in the land reg-
ister.
Art. 291
H. Sub-letting 1The lessee may sub-let all or part of the leased object with the lessor’s
consent.
2 The lessor may refuse his consent to the sub-letting of premises which
form part of a leased property only if:
a. the lessee refuses to inform him of the terms of the sub-lease;
b. the terms and conditions of the sub-lease are unfair in compari-
son with those of the usufructuary lease;
c. the sub-letting gives rise to major disadvantages for the lessor.
3 The lessee is liable to the lessor for ensuring that the sub-tenant or sub-
lessee uses the object only in the manner permitted to the lessee himself.
To this end the lessor may issue reminders directly to the sub-tenant or
sub-lessee.
Art. 292
J. Transfer of Article 263 applies mutatis mutandis to the transfer of a usufructuary
usufructuary
lease to a third lease of commercial premises to a third party.
party
Art. 293
K. Early return 1Where the lessee returns the object without observing the notice period
of the object
or the deadline for termination, he is released from his obligations to-
wards the lessor only if he proposes a new lessee who is acceptable to
84 / 542
the lessor, solvent and willing to take on the lease on the same terms and
conditions.
2 Otherwise, the lessee must continue to pay the rent until such time as
the lease ends or may be terminated under the contract or by law.
3Against the rent owing to him the lessor must permit the following to
be brought into account:
a. any expenses he has saved, and
b. any earnings which he has obtained, or intentionally failed to
obtain, from putting the object to some other use.
Art. 294
L. Set-off Article 265 applies mutatis mutandis to the set-off of claims arising from
a usufructuary lease.
Art. 295
M. End of usu- 1 Where the parties have expressly or tacitly agreed to a limited dura-
fructuary lease
I. Expiry of
tion, the usufructuary lease comes to an end on expiry thereof without
agreed duration any need for notice to be given.
2 If the usufructuary lease is tacitly continued, it is deemed to have been
extended on the same terms and conditions for a further year unless oth-
erwise agreed.
3 A party may terminate the extended usufructuary lease by giving the
legally prescribed period of notice expiring at the end of a lease year.
Art. 296
II. Notice of ter- 1 The parties may terminate an open-ended usufructuary lease by giving
mination and ter-
mination dates six months’ notice expiring on any date of their choosing unless other-
wise stipulated by agreement or local custom and unless the nature of
the leased object implies that the parties intended otherwise.
2The parties may terminate an open-ended usufructuary lease of resi-
dential or commercial premises by giving at least six months’ notice
expiring on a date fixed by local custom or, absent in the absence of
such custom, at the end of a three-month lease period. The parties may
agree a longer notice period or another termination date.
3 Where the prescribed notice period or termination date is not observed,
termination will be effective as of the next termination date.
Art. 297
III. Extraordi- 1Where performance of the contract becomes unconscionable for the
nary notice
1. Good cause
parties for good cause, they may terminate the usufructuary lease by
giving the legally prescribed notice expiring at any time.
85 / 542
2 The court determines the financial consequences of early termination,

taking due account of all the circumstances.
Art. 297a
2. Bankruptcy of 1Where the lessee becomes bankrupt after taking possession of the
the lessee
property, the lease ends on commencement of bankruptcy proceedings.
2 However, where the lessor has received sufficient security for the cur-
rent year’s rent and the inventory, he must continue the lease until the
end of the lease year.
Art. 297b
3. Death of the In the event of the death of the lessee, his heirs and the lessor may ter-
lessee
minate the contract by giving the legally prescribed notice expiring on
the next admissible termination date.
Art. 298
IV. Required 1Notice to terminate usufructuary leases of residential or commercial
form of notice
for residential premises must be given in writing.
and commercial
premises 2 The lessor must give notice of termination using a form approved by
the canton which informs the lessee how he must proceed if he wishes
to contest the termination or apply for an extension of the lease.
3 Notice to terminate is void if it does not fulfil the above requirements.
Art. 299
N. Return of the 1 At the end of the usufructuary lease, the lessee must return the object
object
I. In general
together with all items listed in the inventory in the condition they are
in at that time.
2 He is entitled to compensation for improvements which result:
a. from endeavours exceeding the normal degree of diligence due
in managing the object;
b. for renovations or modifications to which the lessor gave his
written consent.
3He must compensate the lessor for any deterioration that could have
been prevented by diligent management of the object.
4 Any agreement whereby the lessee undertakes to pay compensation on
termination of the lease is void except insofar as such compensation re-
lates to possible damage.
86 / 542
Art. 299a
II. Inspection of 1 When the object is returned, the lessor must inspect its condition and
object and notifi-
cation of lessee immediately inform the lessee of any defects for which he is answerable.
2 If the lessor fails to do so, he forfeits his claims save in respect of de-
fects not detectable on customary inspection.
3 Where the lessor discovers such defects subsequently, he must inform
the lessee immediately.
Art. 299b
III. Replacement 1Where items listed in the inventory were valued when the object was
of inventory
items originally handed over to the lessee, he must return an inventory of items
of the same type and estimated value or pay compensation for any re-
duction in value.
2The lessee is not obliged to pay compensation for missing items if he
can prove that they were lost through the fault of the lessor or force
majeure.
3The lessee is entitled to compensation for added value resulting from
his outlays and his labour.
Art. 299c
O. Lessor’s lien The lessor of commercial premises has the same right of lien in respect
of the rent for the past year and the current year of a usufructuary lease
as the landlord under the provisions governing leases and rental agree-
ments (Art. 268 et seq.).
Art. 300
P. Protection 1 The provisions on leases in Title 8 (Art. 271–273c) apply mutatis mu-
against termina-
tion of usufruc- tandis to protection against termination of usufructuary leases of resi-
tuary leases of
residential and
dential or commercial premises.
commercial 2The provisions governing the family residence (Art. 273a) are not ap-
premises
plicable.
Art. 301111
Q. Procedure The procedure is governed by the CPO112.
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
112 SR 272
87 / 542
Art. 302
R. Livestock 1 In respect of a lease of livestock which is not part of an agricultural
lease
I. Rights and ob-
tenancy, all benefits arising from leased livestock belong to the tenant
ligations of the farmer unless otherwise provided by agreement or local custom.
tenant farmer
2 The tenant farmer feeds and cares for the livestock and pays rent to the
lessor in the form of either money or a share in the benefits in kind.
Art. 303
II. Liability 1 Unless otherwise provided by agreement or local custom, the tenant
farmer is liable for damage to the leased livestock unless he can prove
that such damage could not have been avoided even with all due care
and attention.
2 The tenant farmer is entitled to have any extraordinary costs of caring
for the livestock reimbursed by the lessor unless the tenant farmer was
at fault in incurring such costs.
3The tenant farmer must inform the lessor as soon as possible of serious
accidents or illness.
Art. 304
III. Termination 1Where the lease is open-ended, either party may terminate it as of any
date of their choosing, unless otherwise provided by agreement or local
custom.
2 However, such termination must take place in good faith and not at an
inopportune juncture.
Title Nine: The Loan

Section One: The Loan for Use
Art. 305
A. Definition A loan for use is a contract whereby the lender undertakes to make an
object available free of charge to the borrower for the latter’s use and
the borrower undertakes to return it to him after having made use of it.
Art. 306
B. Effect 1 The borrower may make use of the loaned object only for the purpose
I. Borrower’s
right of use
stipulated in the contract or, in the absence of any stipulation, for its
normal purpose or the purpose dictated by its nature.
2 He is not entitled to grant use of the object to a third party.
88 / 542
3 A borrower acting in breach of these provisions is liable even for ac-

cidental damage unless he can prove that the object would have been
affected in any event.
Art. 307
II. Maintenance 1The borrower bears the ordinary costs of maintenance and, in the case
costs
of loaned animals, in particular the costs of feeding them.
2He is entitled to reimbursement of extraordinary expenses he has been
obliged to incur for the lender’s benefit.
Art. 308
III. Liability of Persons who have jointly borrowed a single object are jointly and sev-
joint borrowers
erally liable for it.
Art. 309
C. Termination 1Where the loan for use is open-ended, it ends as soon as the borrower
I. Loan for des-
ignated use
has made use of the object as agreed or on expiry of the period in which
such use could have been made of it.
2 The lender is entitled to reclaim the object before that time if the bor-
rower uses it for a purpose contrary to the agreement, if he damages it,
if he permits a third party to use it or if unforeseen developments occur
which leave the lender in urgent need of the object.
Art. 310
II. Loan for non- Where the contract stipulates neither the purpose nor the duration of the
designated use
loan, the lender may reclaim the loaned object whenever he sees fit.
Art. 311
III. Death of the The loan for use ends on the death of the borrower.
borrower
Section Two: The Fixed-Term Loan
Art. 312
A. Definition A fixed-term loan is a contract whereby the lender undertakes to transfer
the ownership of a sum of money or of other fungible goods to the bor-
rower, who in return undertakes to return objects of the same quantity
and quality to him.
89 / 542
Art. 313
B. Effect 1 In normal dealings, interest is payable on a fixed-term loan only where
I. Interest this has specifically been agreed.
1. Liability for
interest 2In commercial transactions, interest is payable on fixed-term loans
even where this has not been expressly agreed.
Art. 314
2. Rules govern- 1 Where the interest rate is not stipulated in the contract, it is presumed
ing interest
to be the customary rate for loans of the same type at the time and place
that the fixed-term loan was received.
2 Unless otherwise agreed, the promised interest is payable annually.
3 Any prior agreement that interest will be added to the loan principal
and become subject to further interest is void, subject to standard busi-
ness practices and in particular those of savings banks for calculating
interest on current accounts and similar commercial instruments under
which the calculation of compound interest is customary.
Art. 315
II. Prescriptive The borrower’s claim for delivery and the lender’s claim for acceptance
period for claims
for delivery and of the fixed-term loan prescribe six months after the date on which the
acceptance other party defaults.
Art. 316
III. Insolvency of 1 The lender may refuse to hand over the fixed-term loan if the borrower
the borrower
becomes insolvent after entering into the contract.
2The lender has the right to refuse delivery even if insolvency occurred
before the contract was concluded but he only subsequently became
aware of it.
Art. 317
C. Goods in lieu 1Where the borrower receives securities or goods rather than the agreed
of money
sum of money, the amount of the fixed-term loan is deemed to be the
current or market price of the securities or goods concerned at the time
and place of delivery.
2 Any agreement to the contrary is void.
Art. 318
D. Timing of re- Where a fixed-term loan contract does not stipulate the repayment date
payment
or the period of notice to terminate the contract or the expiry of the con-
tract at any time on first request, the borrower must repay the loan within
six weeks of the first request by the lender.
90 / 542
Title Ten:113 The Employment Contract

Section One: The Individual Employment Contract
Art. 319
A. Definition 1 By means of an individual employment contract, the employee under-
and conclusion
I. Definition
takes to work in the service of the employer for a limited or unlimited
period and the employer undertakes to pay him a salary based on the
amount of time he works (time wage) or the tasks he performs (piece
work).
2A contract whereby an employee undertakes to work regularly in the
employer’s service by hours, half-days or days (part-time work) is like-
wise deemed to be an individual employment contract.
Art. 320
II. Creation 1Except where the law provides otherwise, the individual employment
contract is not subject to any specific formal requirement.
2 It is deemed to have been concluded where the employer accepts the
performance of work over a certain period in his service which in the
circumstances could reasonably be expected only in exchange for sal-
ary.
3 Where an employee performs work in good faith for the employer un-
der a contract which is subsequently found to be invalid, both parties
must discharge their obligations under the employment relationship as
if the contract had been valid until such time as one party terminates the
relationship on grounds of the invalidity of the contract.
Art. 321
B. Obligations of The employee must carry out the contractually assumed tasks in person,
the employee
I. Duty to work
unless otherwise required by agreement or the circumstances.
in person
Art. 321a
II. Duty of care 1The employee must carry out the work assigned to him with due care
and loyalty
and loyally safeguard the employer’s legitimate interests.
2He must use the employer’s machinery, work tools, technical equip-
ment, installations and vehicles in the appropriate manner and treat them
and all materials placed at his disposal for the performance of his work
with due care.
113 Amended by No I of the FA of 25 June 1971, in force since 1 Jan. 1972

(AS 1971 1465; BBl 1967 II 241). See also the Transitional and Final Provisions of Title
X Art. 7 at the end of this Code.
91 / 542
3 For the duration of the employment relationship the employee must

not perform any paid work for third parties in breach of his duty of loy-
alty, in particular if such work is in competition with his employer.
4For the duration of the employment relationship the employee must
not exploit or reveal confidential information obtained while in the em-
ployer’s service, such as manufacturing or trade secrets; he remains
bound by such duty of confidentiality even after the end of the employ-
ment relationship to the extent required to safeguard the employer’s le-
gitimate interests.
Art. 321b
III. Disclosure 1The employee is accountable to his employer for everything, and in
and hand-over of
benefits received particular sums of money, he receives from third parties in the perfor-
and work pro-
duced
mance of his contractual activities and must hand it over to the employer
immediately.
2He must likewise immediately hand over to the employer all work pro-
duced in the course of his contractual activities.
Art. 321c
IV. Overtime 1If more hours of work are required than envisaged under the employ-
ment contract or provided for by custom, standard employment contract
or collective employment contract, the employee is obliged to perform
such overtime to the extent that he is able and may conscionably be ex-
pected to do so.
2 In consultation with the employee, the employer may compensate him
within an appropriate period for the overtime worked by granting him
time off in lieu of at least equal length.
3Where the overtime is not compensated by time off in lieu and unless
otherwise agreed in writing or under a standard employment contract or
collective employment contract, the employer must compensate the em-
ployee for the overtime worked by paying him his normal salary and a
supplement of at least one-quarter thereof.
Art. 321d
V. Compliance 1 The employer is entitled to issue general directives and specific in-
with general di-
rectives and instructions regarding the performance of the work and the conduct of
structions employees in his business or household.
2The employee must comply in good faith with the employer’s general
directives and specific instructions.
92 / 542
Art. 321e
VI. Employee’s 1The employee is liable for any damage he causes to the employer
liability
whether wilfully or by negligence.
2 The extent of the duty of care owed by the employee is determined by
the individual employment contract, taking due account of the occupa-
tional risk, level of training and technical knowledge associated with the
work as well as the employee’s aptitudes and skills of which the em-
ployer was or should have been aware.
Art. 322
C. Obligations of 1 The employer must pay the agreed or customary salary or the salary
the employer
I. Salary
that is fixed by standard employment contract or collective employment
1. Type and contract.
amount in gen-
eral 2 Where the employee lives in the employer’s household, his board and
lodgings are part of the salary unless agreement or custom provide oth-
erwise.
Art. 322a
2. Share in the 1 Where the employee is by contract entitled to a share in the profits, the
business results
turnover or the results of the business expressed in some other manner,
such share is calculated on the basis of the results for the financial year
as defined by statutory provision and generally recognised commercial
principles.
2The employer must furnish all the necessary information to the em-
ployee or, in his stead, to an expert designated by both employer and
employee or appointed by the court and must grant the employee or the
expert such access to the accounts as is required for verification of the
business results.
3 In addition, where a share in the profits of the business has been
agreed, a copy of the profit and loss account must be made available to
the employee on request.114
Art. 322b
3. Commission 1 Where the employee is by contract entitled to commission on particu-
a. Entitlement lar transactions, his entitlement is established as soon as the transaction
with the third party enters into force.
2 In the case of transactions involving performance in instalments and
insurance policies, it may be agreed in writing that such entitlement
arises as each instalment falls due or is performed.
114 Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
93 / 542
3 The entitlement to commission lapses subsequently if through no fault

of his the employer fails to carry out the transaction or the third party
fails to fulfil his obligations; in the event of only partial performance,
the commission is reduced proportionately.
Art. 322c
b. Statement 1Where the terms of the contract do not require the employee to draw
up a statement of commission due to him, on each date on which com-
mission falls due, the employer must provide him with a written state-
ment including a breakdown of the transactions on which it is payable.
2 The employer must furnish all the necessary information to the em-
ployee or, in his stead, to an expert designated by both employer and
employee or appointed by the court, and must grant the employee or the
expert such access to the books of account or supporting documents as
is required for verification of the commission statement.
Art. 322d
4. Bonuses 1Where the employer pays a bonus over and above the salary on partic-
ular occasions, such as at Christmas or the end of the financial year, the
employee is entitled to such bonus where it is contractually stipulated.
2If the employment relationship ends prior to the occasion on which the
bonus is paid, the employee is entitled to a pro rata bonus where the
contract so provides.
Art. 323
II. Payment of 1 Unless shorter periods or other payment terms have been agreed or are
salary
1. Payment terms
customary and unless otherwise provided by standard employment con-
and periods tract or collective employment contract, the salary is paid to the em-
ployee at the end of each month.
2 Unless a shorter payment period has been agreed or is customary, com-
mission is paid at the end of each month; however, where execution of
a transaction takes more than half a year, the due date of the commission
payable on it may be deferred by written agreement.
3Shares in business results are payable as soon as the results are deter-
mined, but not later than six months after the end of the financial year.
4If an employee is in hardship and requests an advance against salary
due for work already performed, the employer must advance such sum
as may reasonably be expected of him.
94 / 542
Art. 323a
2. Withholding 1To the extent provided for by individual agreement, custom, standard
of salary
employment contract or collective employment contract, the employer
may withhold part of the salary.
2 The amount withheld on any given payment date must not exceed one-
tenth of the salary due and the cumulative amount withheld must not
exceed the salary due for one week’s work; however, a higher amount
may be withheld under the terms of a standard employment contract or
collective employment contract.
3 Unless otherwise provided by individual agreement, custom, standard
employment contract or collective employment contract, the salary
withheld is deemed to be security for the employer’s claims arising from
the employment relationship rather than a contractual penalty.
Art. 323b
3. Salary protec- 1 Unless otherwise provided by agreement or custom, the salary must be
tion
paid to the employee in legal tender during working hours; a written
salary statement must be provided to the employee.
2 Where the employer holds claims against the employee, he may set
them off against the employee’s salary claim only to the extent that such
salary claim is subject to attachment, although claims for compensation
of intentional damage may be set off without restriction.
3Any agreement whereby the salary must be used for the employer’s
benefit is void.
Art. 324
III. Salary in the 1 Where the employer is at fault in preventing performance of the work
event work is not
possible or fails to accept its performance for other reasons, he remains obliged
1. Failure by em- to pay the salary but the employee is not obliged to make up the time
ployer to accept
performance thus lost.
2 The salary payable in this event is reduced by any amounts that the
employee saved as a result of being prevented from working or that he
earned by performing other work or would have earned had he not in-
tentionally foregone such work.
Art. 324a
2. Employee pre- 1 Where the employee is prevented from working by personal circum-
vented from
working stances for which he is not at fault, such as illness, accident, legal obli-
a. General prin- gations or public duties, the employer must pay him his salary for a lim-
ciple
ited time, including fair compensation for lost benefits in kind, provided
the employment relationship has lasted or was concluded for longer than
three months.
95 / 542
2 Subject to longer periods being fixed by individual agreement, stand-

ard employment contract or collective employment contract, the em-
ployer must pay three weeks’ salary during the first year of service and
thereafter the salary for appropriately longer periods depending on the
duration of the employment relationship and the particular circum-
stances.
3The employer has the same obligation in the event that an employee
becomes pregnant.115
4A written agreement, standard employment contract or collective em-
ployment contract may derogate from the above provisions provided it
gives the employee terms of at least equivalent benefit.
Art. 324b
b. Exceptions 1 If the employee has compulsory insurance prescribed by law against
the financial consequences of being prevented from working by per-
sonal circumstances for which he is not at fault, the employer is not
obliged to pay his salary where the insurance benefits for that limited
period cover at least four-fifths of the salary income lost over that pe-
riod.
2 Where the insurance benefits are less, the employer must pay the dif-
ference between them and four-fifths of the salary.
3Where the insurance benefits are paid only after a waiting period, the
employer must pay at least four-fifths of the salary during that period.116
Art. 325117
IV. Assignment 1 The employee may assign or pledge his future salary claims as security
and pledge of
salary claims for maintenance or support obligations under family law only to the ex-
tent that such claims are subject to attachment; at the request of an in-
terested party the debt collection office at the employee’s domicile de-
termines the amount that is not subject to attachment in accordance with
Article 93 of the Federal Act of 11 April 1889118 on Debt Collection and
Bankruptcy.
2Any assignment or pledge of future salary claims as security for other
obligations is void.
115 Amended by Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005
(AS 2005 1429; BBl 2002 7522, 2003 1112 2923).
116 Inserted by Annex No 12 to the FA of 20 March 1981 on Accident Insurance, in force
since 1 Jan. 1984 (AS 1982 1676 1724 Art. 1 para. 1; BBl 1976 III 141).
(AS 1991 974; BBl 1989 III 1233, 1990 I 120).
118 SR 281.1
96 / 542
Art. 326
V. Piece work 1Where by contract the employee carries out piece work for a single
1. Work alloca- employer, the latter must allocate a sufficient quantity of work to him.
tion
2 The employer may allocate time work to the employee where through
no fault of his own the employer is unable to allocate piece work as
contractually agreed or where time work is temporarily required for op-
erational reasons.
3 If the rate of pay for such time work is not fixed by individual agree-
ment, standard employment contract or collective employment contract,
the employer must pay the employee the average salary he previously
earned on a piece work basis.
4 An employer who is unable to allocate sufficient piece work or time
work remains nonetheless obliged pursuant to the provisions governing
failure to accept performance to pay the salary that he would have paid
for time work.
Art. 326a
2. Piece work 1 Where by contract the employee carries out piece work, the employer
rates
must inform him of the applicable rate of pay before the start of each
task.
2Should the employer fail to give such information, he must pay the
going rate for identical or comparable work.
Art. 327
VI. Work tools, 1 Unless otherwise provided by agreement or custom, the employer pro-
materials and ex-
penses vides the employee with the tools and materials that the work requires.
1. Work tools 2 Where the employee himself supplies such tools or materials with the
and materials
employer’s consent, he is entitled to appropriate compensation unless
otherwise provided by agreement or custom.
Art. 327a
2. Expenses 1 The employer must reimburse the employee for all expenses neces-
a. In general
sarily incurred in the performance of the work and, in the case of work
done off the employer’s premises, for his necessary living expenses.
2 An individual agreement, standard employment contract or collective
employment contract may provide that such expenses be reimbursed in
the form of a fixed sum, such as a per diem or a weekly or monthly
allowance, provided that this covers all necessary expenses.
3Any agreement whereby the employee must bear all or part of such
necessary expenses is void.
97 / 542
Art. 327b
b. Motor vehicle 1 Where with the employer’s consent the employee uses his own motor
vehicle or a vehicle supplied by the employer for business purposes, he
is entitled to reimbursement of the normal running and maintenance
costs incurred in the performance of his work.
2 Where with the employer’s consent the employee uses his own motor
vehicle for work purposes, the employee is also entitled to reimburse-
ment of the tax on the vehicle and the premiums for third-party liability
insurance as well as appropriate compensation for wear and tear, to the
extent that the vehicle is used for business purposes.
3 ...119
Art. 327c
c. Payment dates 1Expenses are reimbursed when the salary is paid based on the state-
ment of expenses submitted by the employee, unless a shorter period
has been agreed or is customary.
2Where an employee regularly incurs expenses in the performance of
his contractual obligations, the employer must pay him an advance
against such expenses at regular intervals but not less frequently than
every month.
Art. 328
VII. Protection 1Within the employment relationship, the employer must acknowledge
of the em-
ployee’s person- and safeguard the employee’s personality rights, have due regard for his
ality rights health and ensure that proper moral standards are maintained. In partic-
1. In general
ular, he must ensure that employees are not sexually harassed and that
any victim of sexual harassment suffers no further adverse conse-
quences.120
2 In order to safeguard the personal safety, health and integrity of his
employees he must take all measures that are shown by experience to be
necessary, that are feasible using the latest technology and that are ap-
propriate to the particular circumstances of the workplace or the house-
hold, provided such measures may reasonably be expected of him in the
light of each specific employment relationship and the nature of the
work.121 122
119 Repealed by No 12 of the Annex to the FA of 20 March 1981 on Accident Insurance, with
effect from 1 Jan. 1984 (AS 1982 1676 1724 Art. 1 para. 1; BBl 1976 III 141).
120 Sentence inserted by Annex No 3 to the FA of 24 March 1995 on Gender Equality, in
force since 1 July 1996 (AS 1996 1498; BBl 1993 I 1248).
121 Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051).
122 Amended by Annex No 3 to the FA of 24 March 1995 on Gender Equality, in force since
1 July 1996 (AS 1996 1498; BBl 1993 I 1248).
98 / 542
Art. 328a
2. Shared house- 1Where the employee lives in the employer’s household, the employer
hold
must provide adequate board and appropriate lodgings.
2 If the employee is prevented from working through no fault of his own
by sickness or accident, the employer must provide care and medical
assistance for a limited period, this being three weeks within the first
year of service and thereafter for appropriately longer periods depend-
ing on the duration of the employment relationship and the particular
circumstances.
3 The employer has the same obligations in the event that an employee
is pregnant or gives birth.
Art. 328b123
3. When han- The employer may handle data concerning the employee only to the ex-
dling personal
data tent that such data concern the employee’s suitability for his job or are
necessary for the performance of the employment contract. In all other
respects, the provisions of the Federal Act of 19 June 1992124 on Data
Protection apply.
Art. 329
VIII. Days off 1 The employer must allow the employee one day off per week, gener-
work, holidays,
and leave ally Sunday or, where circumstances do not permit this, a full weekday
1. Days off instead.
work125
2 In special circumstances, he may allow the employee several days off
together or two half-days instead of one full day, provided the employee
consents to this.
3 In addition, he must allow the employee the customary hours and days
off work and, once notice has been given to terminate the employment
relationship, the time required to seek other employment.
4 When determining time off work, due account is to be taken of the
interests of both employer and employee.
123 Inserted by Annex No 2 to the FA of 19 June 1992 on Data Protection, in force since
1 July 1993 (AS 1993 1945; BBl 1988 II 413).
124 SR 235.1
125 Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work
and Caring for Family Members, in force since 1 July 2021 (AS 2020 4525; BBl 2019
4103).
99 / 542
Art. 329a
2. Holidays 1 The employer must allow the employee during each year of service at
a. Annual entitle- least four weeks’ holiday and five weeks’ holiday for employees under
ment
the age of 20.126
2 ...127
3 Where an employee has not yet completed one year’s service, his hol-
iday entitlement is fixed pro rata.
Art. 329b
b. Reduction 1 Where in a given year of service the employee through his own fault
is prevented from working for more than a month in total, the employer
may reduce his holiday entitlement by one-twelfth for each full month
of absence.128
2 Where the total absence does not exceed one month in a given year of
service and is the result of personal circumstances for which the em-
ployee is not at fault, such as illness, accident, legal obligations, public
duties or leave for youth work, the employer is not entitled to reduce his
holiday entitlement.129
3 The employer may not reduce the holiday entitlement of:
a. a female employee who is prevented from working by preg-
nancy for up to two months;
b. a female employee who has taken maternity leave in accordance
with Article 329f;
c.130 a male employee who has taken paternity leave in accordance
with Article 329g;
d. an employee who has taken carer’s leave in accordance with Ar-
ticle 329i,
e.131 an employee who has taken adoption leave in accordance with
Article 329j.132

(AS 1984 580; BBl 1982 III 201).
127 Repealed by No I of the FA of 16 Dec. 1983, with effect from 1 July 1984
(AS 1984 580; BBl 1982 III 201).
128 Amended by Art. 117 of the FA of 25 June 1982 on Unemployment Insurance, in force
since 1 Jan. 1984 (AS 1982 2184, 1983 1204; BBl 1980 III 489).
129 Amended by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991
(AS 1990 2007; BBl 1988 I 825).
130 Amended by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023
(AS 2022 468; BBl 2019 7095, 7303).
131 Amended by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023
(AS 2022 468; BBl 2019 7095, 7303).
132 Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work
4103).
100 / 542
4 A standard employment contract or collective employment contract

may derogate from paragraphs 2 and 3 provided that, taken as a whole,
it gives employees terms of at least equal benefit.133
Art. 329c
c. Consecutive 1 The holiday entitlement for a given year of service is generally granted
weeks, timing
during that year; at least two weeks of holiday must be taken consecu-
tively.134
2 The employer determines the timing of holidays taking due account of
the employee’s wishes to the extent these are compatible with the inter-
ests of the business or household.
Art. 329d
d. Salary 1The employer must pay the employee the full salary due for the holi-
day entitlement and fair compensation for any lost benefits in kind.
2During the employment relationship, the holiday entitlement may not
be replaced by monetary payments or other benefits.
3 If while on holiday, the employee carries out paid work for a third
party which harms the employer’s legitimate interests, the employer
may refuse to pay the salary due for the holidays concerned and may
reclaim any salary already paid.
Art. 329e135
3. Leave for ex- 1 During each year of service the employer must grant employees under
tracurricular
youth work the age of 30 leave of up to one working week for the purpose of carry-
ing out unpaid leadership, care or advisory activities in connection with
extracurricular youth work for cultural or social organisations and for
related initial and ongoing training.
2 The employee has no salary entitlement during such leave for youth
work. An individual agreement, standard employment contract or col-
lective employment contract may provide otherwise to the employee’s
benefit.
3The employer and employee should agree on the timing and duration
of leave for youth work, having due regard for each other’s interests.
Where they cannot reach agreement, such leave must be granted on con-
133 Inserted by No I of the FA of 16 Dec. 1983, in force since 1 July 1984

(AS 1984 580; BBl 1982 III 201).
(AS 1984 580; BBl 1982 III 201).
135 Inserted by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991
(AS 1990 2007; BBl 1988 I 825).
101 / 542
dition that the employee gives two months’ advance notice of his inten-
tion to exercise his right. Any leave for youth work not taken by the end
of the calendar year is forfeited.
4 At the employer’s request, the employee must furnish proof of the ac-
tivities and functions he has carried out in relation to youth work.
Art. 329f136
4. Maternity 1 After having given birth, a female employee is entitled to maternity
leave
leave of at least 14 weeks.
2In the event of the hospitalisation of the new-born child, the mater-
nity leave shall be extended by the extended period of payment of the
maternity allowance.137
Art. 329g138
5. Paternity leave 1 An employee who is legally the father at the time of the birth of a child
or who becomes the legal father within the following six months is en-
titled to paternity leave of two weeks.
2Paternity leave must be taken within six months of the birth of the
child.
3 It may be taken in full weeks or on a day-to-day basis.
Art. 329h139
6. Leave to care An employee is entitled to paid leave for the time he or she spends car-
for family mem-
bers ing for a family member or life partner with health problems; however,
the leave is limited to no more than three days per event and no more
than ten days per year.
136 Inserted by Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005
(AS 2005 1429; BBl 2002 7522, 2003 1112 2923).
137 Inserted by No II of the FA of 18 Dec. 2020, in force since 1 July 2021
(AS 2021 288; BBl 2019 141).
138 Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employ-
ment and Caring for Family Members, in force since 1 Jan. 2021
(AS 2020 4525; BBl 2019 4103).
ment and Caring for Family Members, in force since 1 Jan. 2021
(AS 2020 4525; BBl 2019 4103).
102 / 542
Art. 329i140
7. Leave to care 1 If an employee is entitled to carer’s allowance under Articles 16n–16s
for a child whose
health is seri- of the Loss of Earning Compensation Act (LECA) of 25 September
ously impaired
by illness or ac-
1952141 because his or her child’s health has been seriously impaired by
cident illness or accident, he or she is entitled to carer’s leave of a maximum
of 14 weeks.
2The carer’s leave must be taken within a period of 18 months. The
period begins on the day for which the first daily allowance is claimed.
3 If both parents are in employment, each parent is entitled to carer’s
leave of a maximum of seven weeks. They may choose to apportion the
leave in a different way.
4 The leave may be taken in one stretch or on a day-to-day basis.
5The employer must be informed immediately about the arrangements
made for taking the leave and about any changes to these arrange-
ments.
Art. 329j142
8. Adoption 1 If an employee adopts a child, he or she shall be entitled to adoption
leave
leave of two weeks provided the requirements of Article 16t LECA143
are met.
2The adoption leave must be taken within one year of adopting the
child.
3It may be taken by one parent or shared between both parents. Both
parents may not take their share of leave at the same time.
4 It may be taken in full weeks or on a day-to-day basis.
Art. 330
IX. Other duties 1 Where the employee furnishes security for performance of his obliga-
1. Security
tions under the employment contract, the employer must keep it separate
from his own assets and guarantee its safekeeping.
2The employer returns such security at the latest at the end of the em-
ployment relationship unless the date of its return has been deferred by
written agreement.
3 Where the employer asserts claims arising from the employment rela-
tionship and these are contested, he may retain the security until they
140 Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work

4103).
141 SR 834.1
142 Inserted by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023
(AS 2022 468; BBl 2019 7095, 7303).
143 SR 834.1
103 / 542
are resolved but must at the employee’s request deposit any retained
security with the court.
4 In the event of the employer’s bankruptcy, the employee may demand
the return of the security kept separate from the employer’s own assets,
subject to any claims of the latter arising from the employment relation-
ship.
Art. 330a
2. Reference 1 The employee may at any time request from the employer a reference
concerning the nature and the duration of the employment relationship,
the quality of his work and his conduct.
2At the employee’s express request the reference must be limited to the
nature and duration of the employment relationship.
Art. 330b144
3. Duty of infor- 1Where the employment contract has been concluded for an indefinite
mation
duration or for longer than one month, within one month of the begin-
ning of the employment relationship, the employer must inform the em-
ployee in writing of:
a. the names of the contracting parties;
b. the date of the beginning of the employment relationship;
c. the employee’s function;
d. the salary and any additional benefits;
e. the length of the working week.
2 In the event of changes to the contractual elements that are subject to
the duty of information pursuant to paragraph 1 during the employment
relationship, the employee must be informed of such changes in writing
within one month of their entry into force.
144 Inserted by Art. 2 No 2 of the FA of 17 Dec. 2004 approving and implementing the Proto-
col relating to the extension of the Agreement between the European Community and its
Member States, of the one part, and the Swiss Confederation, of the other, on the free
movement of persons to new EU member states and approving the revision of the accom-
panying measures on the free movement of persons, in force since 1 April 2006
(AS 2006 979; BBl 2004 5891 6565).
104 / 542
Art. 331
D. Employee 1 Where the employer contributes to a employee benefits scheme146 or
benefits provi-
sion the employees make their own contributions, the employer must transfer
I. Obligations of these contributions to a foundation, a cooperative or a public law insti-
the employer145
tution.
2 Where the employer’s contributions and any made by the employee
are used to take out health insurance, personal accident insurance, life
assurance, disability insurance or whole life assurance in favour of the
employee with a regulated insurance company or a recognised health
insurance fund, the employer is not obliged to transfer the contributions
as stipulated in the previous paragraph if an independent claim against
the insurer would accrue to the employee on the occurrence of the event
insured against.
3 Where the employee is obliged to make contributions to a benefits
scheme, the employer must simultaneously contribute an amount at least
equal to the total contributions of all his employees; he must finance his
contributions from his own funds or from contribution reserves held by
the fund which have previously been accumulated by the employer for
this purpose and are shown separately in the fund’s accounts. The em-
ployer must transfer the contribution deducted from the employee’s sal-
ary together with his own contribution to the benefits scheme not later
than at the end of the first month following the calendar year or insur-
ance year for which the contributions are due.147
4The employer must furnish the employee with the necessary infor-
mation regarding his rights and entitlements against a benefits scheme
or an insurer.148
5 At the request of the central office for ‘Pillar 2’ (occupational pension)
insurance, the employer must supply any information available to him
that might facilitate the location of persons entitled to dormant assets or
of the institutions that manage such assets.149
145 Amended by Annex No 2 of the Vested Benefits Act of 17 Dec. 1993, in force since 1 Jan.
1995 (AS 1994 2386; BBl 1992 III 533).
146 Term in accordance with Annex No 2 of the Vested Benefits Act of 17 Dec. 1993, in force
since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).
147 Amended by Annex No 2 to the FA of 3 Oct. 2003 (OPA Revision I), in force since 1 Jan.
2005 (AS 2004 1677 1700; BBl 2000 2637).
148 Amended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old
Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl
1992 III 533).
149 Inserted by No II 2 of the FA of 18 Dec. 1998, in force since 1 May 1999
(AS 1999 1384; BBl 1998 V 5569).
105 / 542
Art. 331a150
II. Beginning 1 Benefits cover commences on the date on which the employment re-
and end of insur-
ance cover lationship begins and ends on the date on which the employee leaves the
benefits scheme.
2 However, he continues to enjoy life assurance and invalidity cover un-
til he joins a new occupational benefits scheme, subject to a maximum
period of one month.
3 The benefits scheme may require the insured to pay premiums for pen-
sion insurance maintained after the end of the occupational benefits
Art. 331b151
III. Assignment Claims for future benefits may not be validly assigned or pledged before
and pledge
they fall due.
Art. 331c152
IV. Reservations Occupational benefits schemes may make reservations on medical
on medical
grounds grounds in relation to invalidity and life policies. Such reservations may
be made for a maximum of five years.
Art. 331d153
V. Promotion of 1At any time up to three years before becoming entitled to draw retire-
home ownership
1. Pledge
ment benefits, the employee may pledge his entitlement to occupational
benefits or an amount up to the limit of his transferable benefits for the
purpose of acquiring a property for his own personal use.
2 The pledge is also permitted for the purpose of acquiring shares in a
housing cooperative or similar participatory venture provided a residen-
tial unit jointly financed in this manner is for the employee’s own per-
sonal use.
3 The pledge is valid only if notified in writing to the benefits scheme.
4 The amount pledged by employees aged 50 or older must not exceed
the transferable benefit entitlement they would have had at 50 or one-
Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995
(AS 1994 2386; BBl 1992 III 533).
1992 III 533).
1992 III 533).
153 Inserted by No II of the FA of 17 Dec. 1993 on the Promotion of Home Ownership using
Occupational Pension Benefits, in force since 1 Jan. 1995 (AS 1994 2372; BBl 1992 VI
237).
106 / 542
half of their transferable benefit entitlement at the time the pledge is

given.
5 Married employees may pledge benefits only with the written consent
of their spouse. Where the employee cannot obtain such consent or if it
is withheld, the employee may apply to the civil courts.154 The same
applies to registered partnerships.155
6 Where the pledge is realised before the benefits fall due or the cash
payment is made, Articles 30d, 30e, 30g and Article 83a of the Federal
Act of 25 June 1982156 on Occupational Old Age, Survivors' and Inva-
lidity Pension Provision are applicable.157
7 The Federal Council determines:
a. the purposes for which the pledge is permissible and the defini-
tion of ‘own personal use’;
b. the conditions to be fulfilled for the pledging of entitlements to
acquire shares in a housing cooperative or similar participatory
venture.
Art. 331e158
2. Early with- 1 At any time up to three years before becoming entitled to draw retire-
drawal
ment benefits, the employee may claim an amount from his benefits
scheme for the purpose of acquiring a property for his own personal use.
2 Employees under the age of 50 may withdraw an amount up to the
limit of their transferable benefits. Employees aged 50 or older are en-
titled to withdraw no more than the transferable benefit entitlement they
would have had at 50 or one-half of their transferable benefit entitlement
at the time of the early withdrawal.
3 The employee may also use such amount for the purpose of acquiring
shares in a housing cooperative or similar participatory venture provided
a residential unit jointly financed in this manner is for the employee’s
own personal use.
4 The early withdrawal brings about an immediate reduction in occupa-
tional benefit entitlements in accordance with the benefits scheme reg-
ulations and the actuarial basis employed by the benefits scheme. In or-
der to avoid a shortfall in benefits cover resulting from this reduction in
154 Second sentence amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on
Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887).
since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
156 SR 831.40
157 Amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in
158 Inserted by No II of the FA of 17 Dec. 1993 on the Promotion of Home Ownership using
Occupational Pension Benefits, in force since 1 Jan. 1995
(AS 1994 2372; BBl 1992 VI 237).
107 / 542
benefits in the event of death or disability, the benefits scheme offers

supplementary insurance either directly or as broker for a third-party
insurer.
5 Married employees may make such an early withdrawal and any sub-
sequent establishment of a charge on immovable property only with the
written consent of their spouse. Where the employee cannot obtain such
consent or if it is withheld, the employee may apply to the civil courts.
The same applies to registered partnerships.159
6Where married persons divorce before the benefits fall due, the early
withdrawal is deemed a transferable benefit and is divided in accordance
with Article 123 of the Civil Code160, Articles 280 and 281 CPO161 and
Articles 22–22b of the Vested Benefits Act of 17 December 1993162.
The same applies in the event of judicial dissolution of a registered part-
nership.163
7 If the early withdrawal or pledge of entitlements jeopardises the liquid-
ity of the benefits scheme, the fund may defer execution of the requests
concerned. The benefits scheme must lay down in its regulations the
order of priority in which early withdrawals or pledges of entitlements
will be deferred in such an event. The Federal Council regulates the de-
tails.
8 In other respects Articles 30d, 30e, 30g and Article 83a of the Federal
Act of 25 June 1982164 on Occupational Old Age, Survivors' and Inva-
lidity Pension Provision are applicable.165
Art. 331f166
3. Restrictions if 1The benefits scheme may provide in its regulations that the pledges of
the benefits
scheme has a assignments, early withdrawals and repayments may be subject to time
cover deficit or volume restrictions or even refused while the fund has a cover deficit.
2 The Federal Council determines the conditions under which the re-
strictions stipulated in paragraph 1 are permissible and the scope
thereof.

160 SR 210
161 SR 272
162 SR 831.42
163 Amended by Annex 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force
since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887).
164 SR 831.40
166 Inserted by Annex No 2 to the FA of 18 June 2004, in force since 1 Jan. 2005
(AS 2004 4635; BBl 2003 6399).
108 / 542
Art. 332167
E. Right to in- 1 Inventions and designs produced by the employee alone or in collabo-
ventions and de-
signs ration with others in the course of his work for the employer and in per-
formance of his contractual obligations belong to the employer, whether
or not they may be protected.
2 By written agreement, the employer may reserve the right to acquire
inventions and designs produced by the employee in the course of his
work for the employer but not in performance of his contractual obliga-
tions.
3 An employee who produces an invention or design covered by para-
graph 2 must notify the employer thereof in writing; the employer must
inform the employee within six months if he wishes to acquire the in-
vention or design or release it to the employee.
4 Where it is not released to the employee, the employer must pay him
separate, appropriate remuneration to be determined with due regard to
all pertinent circumstances and in particular the economic value of the
invention or design, the degree to which the employer contributed, any
reliance on other staff and on the employer’s facilities, the expenses in-
curred by the employee and his position in the company.
Art. 332a168
Art. 333
F. Transfer of 1 Where the employer transfers the company or a part thereof to a third
employment re-
lationship party, the employment relationship and all attendant rights and obliga-
1. Effects169 tions pass to the acquirer as of the day of the transfer, unless the em-
ployee refuses such transfer.170
Where the transferred relationship is governed by a collective em-
1bis
ployment contract, the acquirer is obliged to abide by it for one year
unless it expires or is terminated sooner.171
2 In the event that the employee refuses the transfer, the employment
relationship ends on expiry of the statutory notice period; until then, the
acquirer and the employee are obliged to perform the contract.
167 Amended by Annex No II to the FA of 5 Oct. 2001 on the Protection of Designs, in force
since 1 July 2002 (AS 2002 1456; BBl 2000 2729).
168 Repealed by Annex No II to the FA of 5 Oct. 2001 on the Protection of Designs, with ef-
fect from 1 July 2002 (AS 2002 1456; BBl 2000 2729).
169 Amended by No I of the FA of 17 Dec. 1993, in force since 1 May 1994
(AS 1994 804; BBl 1993 I 805).
170 Amended by No I of the FA of 17 Dec. 1993, in force since 1 May 1994
(AS 1994 804; BBl 1993 I 805).
171 Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994
(AS 1994 804; BBl 1993 I 805).
109 / 542
3 The former employer and the acquirer are jointly and severally liable
for any claims of an employee which fell due prior to the transfer or
which fall due between that juncture and the date on which the employ-
ment relationship could normally be terminated or is terminated follow-
ing refusal of the transfer.
4 Moreover, the employer may not transfer the rights arising from an
employment relationship to a third party unless otherwise agreed or dic-
tated by the circumstances.
Art. 333a172
2. Consultation 1 Where the employer transfers the company or a part thereof to a third
of employees’
organisation party, he must inform the organisation that represents the employees or,
where there is none, the employees themselves in good time before the
transfer takes place of:
a. the reason for the transfer;
b. its legal, economic and social consequences for the employees.
2 Where measures affecting the employees are envisaged as a result of
such transfer, the organisation that represents the employees or, where
there is none, the employees themselves must be consulted in good time
before the relevant decisions are taken.
Art. 333b173
3. Transfer of the If the company or part thereof is transferred during a debt restructuring
company on in-
solvency moratorium, in the course of bankruptcy proceedings or under a com-
position agreement with assignment of assets, the employment relation-
ship with all rights and obligations is transferred to the acquirer if this
has been agreed with the acquirer and the employee does not object to
the transfer. In addition, Article 333, with the exception of its paragraph
3, and 333a apply mutatis mutandis.
Art. 334174
G. End of the 1 A fixed-term employment relationship ends without notice.
employment re-
lationship 2A fixed-term employment relationship tacitly extended beyond the
I. Fixed-term
employment re- agreed duration is deemed to be an open-ended employment relation-
lationship ship.

(AS 1994 804; BBl 1993 I 805).
173 Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014
(AS 2013 4111; BBl 2010 6455).
174 Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989
(AS 1988 1472; BBl 1984 II 551).
110 / 542
3After ten years, any employment relationship contracted for a longer

duration may be terminated by either party by giving six months’ notice
expiring at the end of a month.
Art. 335175
II. Open-ended 1An employment relationship for an unlimited period may be termi-
employment re-
lationship nated by either party.
1. Notice in gen-
eral
2 The party giving notice of termination must state his reasons in writing
if the other party so requests.
Art. 335a176
2. Notice periods 1Notice periods must be the same for both parties; where an agreement
a. In general provides for different notice periods, the longer period is applicable to
both parties.
2 However, where the employer has given notice to terminate the em-
ployment relationship or expressed an intention to do so for economic
reasons, the employee may be permitted a shorter notice period by indi-
vidual agreement, standard employment contract or collective employ-
ment contract.
Art. 335b177
b. During the 1 During the probation period, either party may terminate the contract at
probation period
any time by giving seven days’ notice; the probation period is consid-
ered to be the first month of an employment relationship.
2Different terms may be envisaged by an individual written agreement,
a standard employment contract or a collective employment contract;
however, the probation period may not exceed three months.
3 Where the period that would normally constitute the probation period
is interrupted by illness, accident or performance of a non-voluntary le-
gal obligation, the probation period is extended accordingly.
Art. 335c178
c. After the pro- 1The employment relationship may be terminated at one month’s notice
bation period
during the first year of service, at two months’ notice in the second to

(AS 1988 1472; BBl 1984 II 551).
176 Inserted by No I of the FA of 18 March 1988, in force since 1 Jan. 1989
(AS 1988 1472; BBl 1984 II 551).
(AS 1988 1472; BBl 1984 II 551).
(AS 1988 1472; BBl 1984 II 551).
111 / 542
ninth years of service and at three months’ notice thereafter, all such
notice to expire at the end of a calendar month.
2 These notice periods may be varied by written individual, standard or
collective employment contract; however, they may be reduced to less
than one month only by collective employment contract and only for the
first year of service.
3 If the employer terminates the employment relationship and if the em-
ployee is entitled to paternity leave in accordance with Article 329g be-
fore the end of the employment relationship, the period of notice of ter-
mination shall be extended by the number of days of paternity leave not
yet taken.179
Art. 335d180
IIbis. Mass re- Mass redundancies are notices of termination given by the employer to
dundancies
1. Definition
employees of a business within 30 days of each other for reasons not
pertaining personally to the employees and which affect:
1. at least 10 employees in a business normally employing more
than 20 and fewer than 100 employees;
2. at least 10% of the employees of a business normally employing
at least 100 and fewer than 300 employees;
3. at least 30 employees in a business normally employing at least
300 employees.
Art. 335e181
2. Scope of ap- 1 The provisions governing mass redundancies apply equally to fixed-
plication
term employment relationships terminated prior to expiry of their agreed
duration.
2They do not apply in the event of cessation of business operations by
court order or in the case of mass redundancies due to bankruptcy or
under a composition agreement with assignment of assets.182
179 Inserted by Annex No 1 of the FA of 27 Sept. 2019, in force since 1 Jan. 2021
(AS 2020 4689; BBl 2019 3405 3851).
(AS 1994 804; BBl 1993 I 805).
(AS 1994 804; BBl 1993 I 805).
182 Amended by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014
(AS 2013 4111; BBl 2010 6455).
112 / 542
Art. 335f183
3. Consultation 1An employer intending to make mass redundancies must consult the
of employees’
organisation organisation that represents the employees or, where there is none, the
employees themselves.
2He must give them at least an opportunity to formulate proposals on
how to avoid such redundancies or limit their number and how to miti-
gate their consequences.
3 He must furnish the organisation that represents the employees or,
where there is none, the employees themselves with all appropriate in-
formation and in any event must inform them in writing of:
a. the reasons for the mass redundancies;
b. the number of employees to whom notice has been given;
c. the number of employees normally employed in the business;
d. the period in which he plans to issue the notices of termination.
4 He must forward a copy of the information stipulated in paragraph 3
to the cantonal employment office.
Art. 335g184
4. Procedure 1 The employer notifies the cantonal employment office in writing of
any intended mass redundancies and forwards a copy of such notifica-
tion to the organisation that represents the employees or, where there is
none, to the employees themselves.
2 Such notification must contain the results of the consultation with the
organisation that represents the employees (Art. 335f) and all appropri-
ate information regarding the intended mass redundancies.
3 The cantonal employment office seeks solutions to the problems cre-
ated by the intended mass redundancies. The organisation that repre-
sents the employees or, where there is none, the employees themselves
may submit their own comments.
4 Where notice to terminate an employment relationship has been given
within the context of mass redundancies, the relationship ends 30 days
after the date on which the mass redundancies were notified to the can-
tonal employment office unless such notice of termination takes effect
at a later date pursuant to statutory or contractual provisions.

(AS 1994 804; BBl 1993 I 805).
(AS 1994 804; BBl 1993 I 805).
113 / 542
Art. 335h185
5. Social plan 1 A social plan is an agreement in which an employer and employees set
a. Definition and out measures to avoid redundancies or to reduce their numbers and mit-
principles
igate their effects.
2 It must not jeopardise the continued existence of the company.
Art. 335i186
b. Duty to nego- 1The employer must hold negotiations with the employees with the aim
tiate
of preparing a social plan if he:
a. normally employs at least 250 employees; and
b. intends to make at least 30 employees redundant within 30 days
for reasons that have no connection with their persons.
2Redundancies over a longer period of time that are based on the same
operational decision are counted together.
3 The employer negotiates:
a. with the employee associations that are party to the collective
employment contract if he is a party to this collective employ-
ment contract;
b. with the organisation representing the employees; or
c. directly with the employees if there is no organisation represent-
ing the employees.
4The employee associations, the organisation representing the employ-
ees or the employees may invite specialist advisers to the negotiations.
These persons must preserve confidentiality in dealings with persons
outside the company.
Art. 335j187
c. Preparation by 1 If the parties are unable to agree on a social plan, an arbitral tribunal
an arbitral tribu-
nal is appointed.
2The arbitral tribunal issues the social plan in a binding arbitral award
auf.
(AS 2013 4111; BBl 2010 6455).
(AS 2013 4111; BBl 2010 6455).
(AS 2013 4111; BBl 2010 6455).
114 / 542
Art. 335k188
d. During bank- The provisions on the social plan (Art. 335h–335j) do not apply to mass
ruptcy or compo-
sition proceed- redundancies that occur during bankruptcy or composition proceedings
ings that are concluded with a composition agreement.
Art. 336189
III. Protection 1 Notice of termination is unlawful where given by one party:
from termination
1. Wrongful ter- a. on account of an attribute pertaining to the person of the other
mination
a. General prin-
party, unless such attribute relates to the employment relation-
ciple ship or substantially impairs cooperation within the business;
b. because the other party exercises a constitutional right, unless
the exercise of such right breaches an obligation arising from
the employment relationship or substantially impairs coopera-
tion within the business;
c. solely in order to prevent claims under the employment relation-
ship from accruing to the other party;
d. because the other party asserts claims under the employment re-
lationship in good faith;
e.190 because the other party is performing Swiss compulsory mili-
tary or civil defence service or Swiss alternative civilian service
or a non-voluntary legal obligation.
2Further, notice of termination given by the employer is unlawful when
given:
a. because the employee is or is not a member of an employees’
organisation or because he carries out trade union activities in a
lawful manner;
b. while the employee is an elected employee representative on the
staff council for the business or on a body linked to the business
and the employer cannot cite just cause to terminate his employ-
ment;
c.191 in the context of mass redundancies, without his having con-
sulted the organisation that represents the employees or, where
there is none, the employees themselves (Art. 335f).
3 The protection against termination of employment afforded pursuant
to paragraph 2 letter b to an employee representative whose mandate has
(AS 2013 4111; BBl 2010 6455).
(AS 1988 1472; BBl 1984 II 551).
190 Amended by Annex No 3 to the FA of 6 Oct. 1995 on Alternative Civilian Service, in
force since 1 Oct. 1996 (AS 1996 1445; BBl 1994 III 1609).
(AS 1994 804; BBl 1993 I 805).
115 / 542
ended as a result of transfer of the employment relationship (Art. 333)

continues until such time as the mandate would have expired had such
transfer not taken place.192
Art. 336a193
b. Penalties 1A party who terminates the employment relationship unlawfully must
pay compensation to the other party.
2 The court determines the compensation taking due account of all the
circumstances, though it must not exceed an amount equivalent to six
months’ salary for the employee. Claims for damages on other counts
are unaffected.
3 Where termination is unlawful pursuant to Article 336 paragraph 2 let-
ter c, compensation may not exceed two months’ salary for the em-
ployee.194
Art. 336b195
c. Procedure 1A party seeking compensation pursuant to Articles 336 and 336a must
submit his objection to the notice of termination in writing to the party
giving such notice not later than the end of the notice period.
2Where the objection has been properly submitted and the parties can-
not reach agreement on the continuation of the employment relation-
ship, the party on whom notice was served may bring his claim for com-
pensation. The claim prescribes if not brought before the courts within
180 days of the end of the employment relationship.
Art. 336c196
2. Termination at 1 After the probation period has expired, the employer may not termi-
an inopportune
juncture nate the employment relationship:
a. By the em-
ployer a.197 while the other party is performing Swiss compulsory military
or civil defence service or Swiss alternative civilian service or,
where such service lasts for more than eleven198 days, during
the four weeks preceding or following it;

(AS 1994 804; BBl 1993 I 805).
(AS 1988 1472; BBl 1984 II 551).
(AS 1994 804; BBl 1993 I 805).
(AS 1988 1472; BBl 1984 II 551).
(AS 1988 1472; BBl 1984 II 551).
197 Amended by Annex No 3 to the FA of 6 Oct. 1995 on Alternative Civilian Service, in
force since 1 Oct. 1996 (AS 1996 1445; BBl 1994 III 1609).
116 / 542
b. while the employee through no fault of his own is partially or

entirely prevented from working by illness or accident for up to
30 days in the first year of service, 90 days in the second to fifth
years of service and 180 days in the sixth and subsequent years
of service;
c. during the pregnancy of an employee and the sixteen weeks fol-
lowing birth;
cbis.199 before the end of the extended period of maternity leave in
accordance with Article 329f paragraph 2;
cter.200 for as long as the employee is entitled to carer’s leave under
Article 329i, but for no longer than six months from the day on
which the period within which to take the leave begins;
d. while the employee is participating with the employer’s consent
in an overseas aid project ordered by the competent federal au-
thority.
2 Any notice of termination given during the proscribed periods stipu-
lated in paragraph 1 is void; by contrast, where such notice was given
prior to the commencement of a proscribed period but the notice period
has not yet expired at that juncture, it is suspended and does not resume
until the proscribed period has ended.
3Where a specific end-point, such as the end of a month or working
week, has been set for termination of the employment relationship and
such end-point does not coincide with the expiry of the resumed notice
period, the latter is extended until the next applicable end-point.
Art. 336d201
b. By the em- 1 After the probation period has expired, the employee may not termi-
ployee
nate the employment relationship if he is required to deputise for a hier-
archical superior whose function the employee is capable of assuming
or for the employer himself who is prevented from working by the rea-
sons set out at Article 336c paragraph 1 letter a.
2 Article 336c paragraphs 2 and 3 apply mutatis mutandis.

(AS 2021 288; BBl 2019 141).
200 Originally let. cbis. Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Com-
patibility of Work and Caring for Family Members, in force since 1 July 2021
(AS 2020 4525; BBl 2019 4103).
(AS 1988 1472; BBl 1984 II 551).
117 / 542
Art. 337
IV. Termination 1Both employer and employee may terminate the employment relation-
with immediate
effect ship with immediate effect at any time for good cause; the party doing
1. Requirements so must give his reasons in writing at the other party’s request.202
a. For good
cause 2 In particular, good cause is any circumstance which renders the con-
tinuation of the employment relationship in good faith unconscionable
for the party giving notice.
3 The court determines at its discretion whether there is good cause,
However, under no circumstances may the court hold that good cause is
constituted by an employee being prevented from working through no
fault of his own.
Art. 337a
b. Salary at risk In the event of the employer’s insolvency, the employee may terminate
the employment relationship with immediate effect unless he is fur-
nished with security for his claims under such relationship within an
appropriate period.
Art. 337b
2. Consequences 1 Where the good cause for terminating the employment relationship
a. Termination with immediate effect consists in breach of contract by one party, he is
for good cause
fully liable in damages with due regard to all claims arising under the
employment relationship.
2In other eventualities the court determines the financial consequences
of termination with immediate effect at its discretion, taking due account
of all the circumstances.
Art. 337c203
b. Termination 1 Where the employer dismisses the employee with immediate effect
without just
cause without good cause, the employee is entitled to damages in the amount
he would have earned had the employment relationship ended after the
required notice period or on expiry of its agreed duration.
2 Such damages are reduced by any amounts that the employee saved
as a result of the termination of the employment relationship or that he
earned by performing other work or would have earned had he not in-
tentionally foregone such work.
3The court may order the employer to pay the employee an amount of
compensation determined at the court’s discretion taking due account of

(AS 1988 1472; BBl 1984 II 551).
(AS 1988 1472; BBl 1984 II 551).
118 / 542
all circumstances; however, compensation may not exceed the equiva-

lent of six months’ salary for the employee.
Art. 337d
c. Failure to take 1 Where the employee fails to take up his post or leaves it without notice
up post and de-
parture without without good cause, the employer is entitled to compensation equal to
just cause one-quarter of the employee’s monthly salary; in addition, he is entitled
to damages for any further losses.
2Where the employer has suffered no losses or lower losses than the
value of the compensation stipulated in the previous paragraph, the court
may reduce the compensation at its discretion.
3 Where the claim for damages is not extinguished by set-off, it must be
asserted by means of legal action or debt enforcement proceedings
within 30 days of the failure to take up the post or departure from it,
failing which it prescribes.204
4 ...205
Art. 338
V. Death of the 1 The employment relationship ends on the death of the employee.
employee or em-
ployer 2 However, the employer must pay the salary for a further month there-
1. Death of the
employee after or, where the employee had completed more than five years of ser-
vice, for a further two months, provided the employee is survived by a
spouse, a registered partner, children who are minors or, in the absence
of such heirs, other persons to whom he had a duty to provide support.206
Art. 338a
2. Death of the 1On the death of the employer, the employment relationship passes to
employer
his heirs; the provisions governing transfer of employment relationships
on transfer of a business apply mutatis mutandis.
2 Where an employment relationship was entered into with the employer
in person, it ends on his death; however, the employee may claim ap-
propriate compensation for losses incurred as a result of the premature
termination of the employment relationship.

(AS 1988 1472; BBl 1984 II 551).
(AS 1988 1472; BBl 1984 II 551).
since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
119 / 542
Art. 339
VI. Conse- 1 When the employment relationship ends, all claims arising therefrom
quences of ter-
mination of the fall due.
employment re-
lationship 2 In the case of claims for commission on transactions performed partly
1. Maturity of or entirely after the end of the employment relationship, the due date
claims
may be deferred by written agreement, albeit generally for no more than
six months, or for no more than one year in the case of transactions in-
volving performance in instalments, and for no more than two years in
the case of insurance policies and transactions whose execution takes
more than half a year.
3The claim for a share of the business results becomes due in accord-
ance with Article 323 paragraph 3.
Art. 339a
2. Return 1 By the time the employment relationship ends, each contracting party
must return to the other everything received from him or from third par-
ties for his account during the employment relationship.
2 In particular, the employee must return motor vehicles and travel tick-
ets and repay advances against salary and expenses to the extent that
they exceed his claims.
3 The contracting parties’ rights of lien are unaffected.
Art. 339b
3. Severance al- 1Where an employment relationship with an employee of at least 50
lowance
a. Requirements
years of age comes to an end after twenty years or more of service, the
employer must pay the employee a severance allowance.
2 If the employee dies during the employment relationship, such allow-
ance is paid to the surviving spouse, registered partner or children who
are minors or, in the absence of such heirs, other persons to whom he
had a duty to provide support.207
Art. 339c
b. Amount and 1The amount of the severance allowance may be fixed by written indi-
due date
vidual agreement, standard employment contract or collective employ-
ment contract but may never be less than two months’ salary for the
employee.
since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
120 / 542
2 Where the amount of the severance allowance is not fixed, the court
has discretion to determine it taking due account of all the circum-
stances, although it must not exceed the equivalent of eight months’ sal-
ary for the employee.
3The severance allowance may be reduced or dispensed with if the em-
ployee has terminated the employment relationship without good cause
or the employer himself has terminated it with immediate effect for good
cause or where the payment of such allowance would inflict financial
hardship on him.
4 The severance allowance is due on termination of the employment re-
lationship, but the due date may be deferred by written individual agree-
ment, standard employment contract or collective employment contract
or by court order.
Art. 339d
c. Benefits in 1 Where the employee receives benefits from an occupational benefits
lieu of allowance
scheme, these may be deducted from the severance allowance to the ex-
tent that they were funded by the employer either directly or through his
contributions to the occupational benefits scheme.208
2 The employer is likewise released from his obligation to make a sev-
erance allowance to the extent that he gives a binding commitment to
make future benefits contributions on the employee’s behalf or has a
third party give such a commitment.
Art. 340
VII. Prohibition 1 An employee with capacity to act may give the employer a written
of competition
1. Requirements
undertaking to refrain from engaging in any activity that competes with
the employer once the employment relationship has ended and in par-
ticular to refrain from running a rival business for his own account or
from working for or participating in such a business.
2 The prohibition of competition is binding only where the employment
relationship allows the employee to have knowledge of the employer’s
clientele or manufacturing and trade secrets and where the use of such
knowledge might cause the employer substantial harm.
Art. 340a
2. Restrictions 1 The prohibition must be appropriately restricted with regard to place,
time and scope such that it does not unfairly compromise the employee’s
future economic activity; it may exceed three years only in special cir-
cumstances.
208 Amended by Annex No 2 to the FA of 25 June 1982 on Occupational Old Age, Survivors'
and Invalidity Pension Provision, in force since 1 Jan. 1985
(AS 1983 797 827 Art. 1 Abs. 1; BBl 1976 I 149).
121 / 542
2The court may at its discretion impose restrictions on an excessive pro-

hibition of competition, taking due account of all the circumstances; in
particular it will have due regard to any consideration made by the em-
ployer.
Art. 340b
3. Consequences 1An employee who infringes the prohibition of competition must pro-
of infringement
vide compensation for the resultant damage to the employer.
2 Where an employee who infringes the prohibition is liable to pay a
contractual penalty, unless otherwise agreed he may exempt himself
from the prohibition by paying it; however, he remains liable in dam-
ages for any further damage.
3 Where expressly so agreed in writing, in addition to the agreed con-
tractual penalty and any further damages, the employer may insist that
the situation that breaches the contract be rectified to the extent justified
by the injury or threat to the employer’s interests and by the conduct of
the employee.
Art. 340c
4. Extinction 1The prohibition of competition is extinguished once the employer de-
monstrably no longer has a substantial interest in its continuation.
2 The prohibition is likewise extinguished if the employer terminates the
employment relationship without the employee having given him any
good cause to do so, or if the employee terminates it for good cause
attributable to the employer.
Art. 341
H. No right of 1 For the period of the employment relationship and for one month after
waiver and pre-
scription its end, the employee may not waive claims arising from mandatory pro-
visions of law or the mandatory provisions of a collective employment
contract.
2 General provisions governing prescriptive periods are applicable to
claims under the employment relationship.
Art. 342
I. Reservation of 1 The following are reserved:
public law and
effects under a.209 the provisions of the Confederation, cantons and communes re-
civil law
garding employment relationships under public law, except in
respect of Article 331 paragraph 5 and Articles 331a–331e;
209 Amended by No II 2 of the FA of 18 Dec. 1998, in force since 1 May 1999

(AS 1999 1384; BBl 1998 V 5569).
122 / 542
b. the public law provisions of the Confederation and the cantons

governing work and vocational training.
2 Where federal or cantonal provisions governing work and vocational
training impose an obligation under public law on the employer or em-
ployee, the other party has a claim under civil law for performance of
said obligation if it is susceptible to inclusion in the individual employ-
ment contract.
Art. 343210
Section Two: Special Individual Employment Contracts

A.211 The Apprenticeship Contract
Art. 344
I. Definition and An apprenticeship contract is a contract whereby the employer under-
conclusion
1. Definition
takes to provide an apprentice with the requisite training for a particular
vocation and the apprentice undertakes to work in the employer’s ser-
vice in order to acquire such training.
Art. 344a
2. Conclusion 1 An apprenticeship contract is valid only if it is done in writing.
and content
2 The contract must stipulate the nature and duration of the vocational
training, the salary, the probation period, the working hours and the hol-
iday entitlement.
3 The probation period must be no less than one month and no longer
than three months. Where not stipulated by the parties in the contract, it
is three months.
4By agreement between the parties and with the consent of the cantonal
authority, the probation period may exceptionally be extended before its
expiry to a final duration of up to six months.
5 The contract may contain other terms, in particular regarding the sup-
ply of work tools, contributions towards the costs of board and lodgings,
the payment of insurance premiums and other obligations to be per-
formed by the parties.
6Any agreement restricting the apprentice’s freedom to decide his vo-
cational activities once the apprenticeship is complete is void.
from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
211 Amended by Annex No II 3 to the FA of 13 Dec. 2002 on Vocational and Professional Ed-
ucation and Training, in force since 1 Jan. 2004 (AS 2003 4557; BBl 2000 5686).
123 / 542
Art. 345
II. Effects 1 The apprentice must do his utmost to achieve the goal of the appren-
1. Special obli- ticeship.
gations of the
trainee and his
legal representa-
2The apprentice’s legal representative must do his best to support the
tive employer in his task and to foster a good relationship between the em-
ployer and the apprentice.
Art. 345a
2. Special obli- 1 The employer must ensure that the vocational training is supervised by
gations of the
employer a specialist with the necessary professional skills and personal qualities.
2 He must without deducting any salary allow the apprentice the time
required to attend technical college and take interdisciplinary courses
and to sit the vocational examinations on completion of the apprentice-
ship.
3While the apprentice is still under the age of 20, the employer must
grant him a holiday entitlement of at least five weeks per year of ap-
prenticeship.
4 He may allocate work outside the relevant vocational field and piece
work to the apprentice only insofar as such work is related to the voca-
tion in which the apprentice is being instructed and the training is not
thereby impaired.
Art. 346
III. Termination 1 During the probation period, the apprenticeship relationship may be
1. Early termina- terminated at any time by giving seven days’ notice.
tion
2 The apprenticeship relationship may be terminated with immediate ef-
fect for good cause within the meaning of Article 337, and in particular
where:
a. the specialist supervising the training lacks the professional
skills or personal qualities required to train the apprentice;
b. the apprentice does not have the physical or intellectual aptitude
required for his training or if his health or morals are in doubt;
the apprentice and, where applicable, his legal representative
must be heard beforehand;
c. the training cannot be completed or can only be completed un-
der fundamentally different conditions.
124 / 542
Art. 346a
2. Certificate of 1 At the end of the apprenticeship, the employer must provide the ap-
apprenticeship
prentice with a certificate setting out the requisite information concern-
ing the vocational training acquired and the duration of the apprentice-
ship.
2At the request of the apprentice or his legal representative, the certifi-
cate must also give information on the skills, achievements and conduct
of the apprentice.
B. The Commercial Traveller’s Contract
Art. 347
I. Definition and 1 Under a commercial traveller’s contract, the commercial traveller un-
conclusion
1. Definition
dertakes to broker or conclude all manner of transactions on behalf of
the owner of a trading, manufacturing or other type of commercial com-
pany off the employer’s business premises in exchange for payment of
a salary.
2Any employee who is not primarily engaged in itinerant activities or
who works only occasionally or temporarily for the employer or who
acts as a travelling salesman for his own account is not considered a
commercial traveller.
Art. 347a
2. Conclusion 1The employment relationship is defined by written contract which stip-
and content
ulates in particular:
a. the duration and termination of the employment relationship;
b. the commercial traveller’s authority;
c. the remuneration and reimbursement of expenses;
d. the applicable law and the forum, where one of the parties is
resident abroad.
2In the absence of a written contract, the matters specified in the previ-
ous paragraph are determined by statutory provision and customary
working conditions.
3 An oral agreement is valid only with regard to the commencement of
service, the nature and location of the commercial travel and other terms
that do not contradict the statutory provisions or the written contract.
125 / 542
Art. 348
II. Obligations 1 The commercial traveller must visit the clients in the prescribed man-
and authority of
the commercial ner unless there is just cause to vary it; he may neither broker nor con-
traveller clude transactions on his own behalf or on behalf of a third party without
1. Special obli-
gations the written consent of the employer.
2 Where the commercial traveller is authorised to conclude transactions,
he must comply with the prescribed prices and other terms and condi-
tions and must declare that any changes thereto are subject to approval
by the employer.
3The commercial traveller must report regularly on his activities, pass
on all orders received immediately to the employer and notify the em-
ployer of any matters of note that concern his clients.
Art. 348a
2. Del credere 1 Any agreement whereby the commercial traveller is made liable for
the client’s payment or any other type of performance of the client’s
obligations or for all or part of the recovery costs is void.
2 Where the commercial traveller concludes transactions with private
individuals, he may by means of a written undertaking assume liability
in a given transaction for at most one-quarter of the losses incurred by
the employer as a result of non-performance of the client’s obligations,
on condition that an appropriate del credere commission is agreed.
3 In the case of insurance policies the travelling insurance broker may
by means of a written undertaking assume liability for at most one-half
of the recovery costs where a single-payment premium or premium in-
stalments are not paid and he seeks their recovery by way of legal action
or compulsory execution.
Art. 348b
3. Authority 1Unless otherwise agreed in writing, a commercial traveller only has
authority to broker transactions.
2Where the commercial traveller is authorised to conclude transactions,
his powers extend to all legal procedures normally associated with their
execution; however, without special authority he may not take receipt
of payments from clients nor approve payment periods.
3 Article 34 of the Federal Act of 2 April 1908212 on Insurance Policies
is reserved.
212 SR 221.229.1
126 / 542
Art. 349
III. Special obli- 1 Where a particular area or clientele is allocated to the commercial trav-
gations of the
employer eller, it is deemed to have been allocated to him exclusively unless oth-
1. Area of activ- erwise agreed in writing; however, the employer remains authorised to
ity
enter into transactions personally within the area or clientele allocated
to the commercial traveller.
2The employer may unilaterally vary the contractually stipulated area
or clientele where legitimate reasons require such variation before ex-
piry of the notice to terminate the contract; however, where this is the
case, the commercial traveller is entitled to compensation and has good
cause for termination of the employment relationship.
Art. 349a
2. Salary 1 The employer must pay the commercial traveller a salary consisting of
a. In general a fixed salary component with or without commission.
2 A written agreement whereby the salary consists exclusively or prin-
cipally of commission is valid only if such commission gives appropri-
ate remuneration for the services of the commercial traveller.
3The salary may be freely determined by written agreement for a pro-
bation period of no more than two months.
Art. 349b
b. Commission 1 Where an area or clientele is allocated exclusively to a commercial
traveller, the agreed or customary commission is payable to him on all
transactions concluded by him or his employer within such area or cli-
entele.
2 If a particular area or clientele has not been allocated exclusively to
him, the commercial traveller is entitled to commission only on transac-
tions that he personally brokered or concluded.
3 Where it is not yet possible to calculate the precise value of a transac-
tion when the commission falls due, the initial commission payable is
based on the minimum value calculated by the employer, with the bal-
ance falling due at the latest when the transaction is executed.
Art. 349c
c. Prevention 1Where the commercial traveller through no fault of his own is pre-
from travelling
vented from travelling and his salary must nonetheless be paid to him
by law or by contract, it is calculated on the basis of the fixed salary
component plus appropriate compensation for loss of commission.
2Where the commission makes up less than one-fifth of the salary, it
may be agreed in writing that no compensation for loss of commission
127 / 542
is owed to him should he be prevented from travelling through no fault

of his own.
3 Where a commercial traveller who is prevented from travelling
through no fault of his own receives his full salary, at the employer’s
request he must carry out work on the business premises to the extent
he is capable of such work and it may reasonably be required of him.
Art. 349d
3. Expenses 1 Where the commercial traveller works for several employers at the
same time and there is no written agreement stipulating how expenses
are to be divided, each employer must reimburse an equal share.
2 Any agreement stipulating that the fixed salary component or commis-
sion includes reimbursement of all or part of the expenses is void.
Art. 349e
4. Special lien 1 By way of securing claims due to him under the employment relation-
ship and, in the event that the employer becomes insolvent, claims that
are not yet due, the commercial traveller has a special lien on chattels
and securities and on any payments received from clients by virtue of
an authority to collect with which he has been vested.
2The lien does not extend to travel tickets, price lists, client lists and
other documents.
Art. 350
IV. Termination 1 Where commission makes up at least one-fifth of a commercial trav-
1. In special cir-
cumstances
eller’s salary and is subject to major seasonal fluctuations, and where
the commercial traveller has worked for the employer since the end of
the previous season, any notice of termination served on him by the em-
ployer during the following season may not expire until the end of the
second month following the month in which it was served.
2 On the same conditions, where a commercial traveller has been re-
tained by an employer until the end of one season any notice of termi-
nation given by him during the period prior to the beginning of the fol-
lowing season may not expire until the end of the second month
following the month in which it was served.
Art. 350a
2. Special conse- 1At the end of the employment relationship, the commercial traveller is
quences
entitled to commission on all the transactions that he concluded or bro-
kered and on all orders passed on to the employer before the end of the
employment relationship, whatever the date of their acceptance or exe-
cution.
128 / 542
2 The commercial traveller must return to the employer all samples, pat-
terns and models, price lists, customer lists and other documents sup-
plied to him for his work activities by the end of the employment rela-
tionship, subject to the right of lien.
C. The Homeworker’s Contract
Art. 351
I. Definition and Under a homeworker’s contract, the homeworker213 undertakes to work
conclusion
1. Definition
for the employer in return for a salary, such work to be carried out alone
or with members of his family and in his home or on other premises of
his choosing.
Art. 351a
2. Notification of 1 Before each work assignment is given to the homeworker, the em-
conditions
ployer must inform him of the applicable conditions and specifications
to the extent these are not already covered by the general terms and con-
ditions of employment; he must specify the materials to be procured by
the homeworker and state in writing the amounts to be reimbursed for
such materials and the salary.
2 If information regarding the salary and the amounts to be reimbursed
for materials procured by the homeworker is not given in writing before
the work is allocated, the customary terms and conditions of employ-
ment are applicable.
Art. 352
II. Special obli- 1The homeworker must start the work he has accepted on time, finish it
gations of the
home worker by the agreed deadline and deliver the results to the employer.
1. Performance
of the work
2 If the work is defective and the homeworker is at fault, he is obliged
to rectify it at his own expense to the extent that the defects can be re-
moved.
Art. 352a
2. Materials and 1 The homeworker is obliged to treat the materials and tools supplied by
work tools
the employer with all due care, to give account of how they are used and
to return tools and unused materials to the employer.
213 Term in accordance with Art. 21 No 1 of the Homeworking Act of 20 March 1981, in
force since 1 April 1983 (AS 1983 108; BBl 1980 II 282). This amendment is taken into
account in Art. 351–354 and 362 para. 1.
129 / 542
2Where in the course of his work the homeworker notes defects in the
materials or tools supplied, he must inform the employer immediately
and await further instructions before continuing work.
3 Where the materials or tools supplied have been damaged through the
fault of the homeworker, he is liable to the employer at most for the
replacement cost.
Art. 353
III. Special obli- 1 The employer must inspect the completed work on delivery and notify
gations of the
employer the homeworker of any defects within one week.
1. Acceptance of
completed work
2Where the employer fails to notify defects to the homeworker
promptly, the work is deemed to have been accepted.
Art. 353a
2. Salary 1 Where the homeworker is engaged by the employer on a continuous
a. Payment basis, the salary for the work carried out is paid twice monthly or, with
the homeworker’s consent, at the end of each month, and otherwise on
delivery of the completed work.
2 Each salary payment must be accompanied by a written statement giv-
ing the reasons for any salary deductions that have been made.
Art. 353b
b. When pre- 1 An employer who engages the home worker on a continuous basis is
vented from
working obliged pursuant to Articles 324 and 324a to pay his salary in the event
that the employer fails to accept his work or he is prevented from work-
ing by personal circumstances for which he is not at fault.
2In other cases the employer is not obliged to pay the salary pursuant to
Articles 324 and 324a.
Art. 354
IV. Termination 1Where trial work is assigned to the homeworker, unless otherwise
agreed the employment relationship is deemed to have been entered into
on a trial basis for a fixed period.
2 Unless otherwise agreed, where the homeworker is engaged by the
employer on a continuous basis, the employment relationship is deemed
to have been entered into for an indefinite period, and in all other cases
it is deemed to have been entered into for a fixed period.
130 / 542
D. Applicability of General Provisions
Art. 355
The general provisions governing individual employment contracts are
applicable by way of supplement to apprenticeship contracts, commer-
cial traveller’s contracts and homeworker’s contracts.
Section Three:
The Collective Employment Contract and the Standard
Employment Contract
A. The Collective Employment Contract
Art. 356
I. Definition, 1 A collective employment contract is a contract whereby employers or
content, form
and duration employers’ associations and employees’ associations jointly lay down
1. Definition and clauses governing the conclusion, nature and termination of employ-
content
ment relationships between the employers and individual employees.
2The collective employment contract may also contain other clauses,
provided they pertain to the relationship between employers and em-
ployees or are limited to the formulation of such clauses.
3 Further, the collective employment contract may define the mutual
rights and obligations of the contracting parties and the monitoring and
enforcement of the clauses specified in the previous paragraphs.
4 Where more than one employers’ association and/or employees’ asso-
ciation is bound by the collective employment contract either from the
outset or as a result of subsequent accession with the consent of the orig-
inal contracting parties, they have equal rights and obligations thereun-
der and any contrary agreement is void.
Art. 356a
2. Freedom of 1Any clause in a collective employment contract or individual agree-
association and
freedom to prac- ment between the contracting parties intended to compel an employer
tise a profession or employee to join a contracting association is void.
2Any clause in a collective employment contract or individual agree-
ment between the contracting parties intended to exclude or restrict the
practice of a particular profession or occupation by an employee or his
acquisition of the necessary vocational training is void.
3 The clauses and agreements referred to in the previous paragraph are
valid by way of exception if they are justified by overriding interests
that warrant protection, in particular personal health and safety or the
131 / 542
quality of work; however, denial of access to the profession is not an

interest that warrants protection.
Art. 356b
3. Accession 1 Individual employers and individual employees in the service of em-
ployers bound by the collective employment contract may accede to it
with the consent of the contracting parties, whereupon they become par-
ticipating employers and employees.
2 The collective employment contract may stipulate the rules governing
such accession. Unreasonable conditions attaching to accession, such as
unreasonable monetary contributions, may be declared void or limited
to an admissible level by the court; however, clauses and agreements
intended to set contributions in favour of one individual contracting
party are always void.
3Any clause in a collective employment contract or individual agree-
ment between the contracting parties intended to compel members of
associations to accede to the collective employment contract is void if
such associations are not entitled to become party to it or to conclude an
analogous contract.
Art. 356c
4. Form and du- 1 The conclusion of a collective employment contract, its amendment
ration
and termination by mutual agreement, the accession of a new contract-
ing party and notice to terminate the contract are valid only if done in
writing, as are declarations of accession by individual employers or em-
ployees, the consent to such accession by the contracting parties pursu-
ant to Article 356b paragraph 1 and notice to withdraw from the con-
tract.
2 Where the collective employment contract is open-ended and does not
provide otherwise, after one year has elapsed any of the contracting par-
ties may withdraw from it at any time by giving six months’ notice,
which is effective for all other parties. The same applies mutatis mutan-
dis to parties subsequently acceding to the contract.
Art. 357
II. Effects 1 Unless otherwise stipulated in the collective employment contract, its
1. On participat- provisions relating to the formation, nature and termination of individ-
ing employers
and employees ual employment relationships are binding on the participating employ-
ers and employees for the duration of the contract and may not be dero-
gated.
2Any agreement between participating employers and employees that
contradicts the compulsory provisions of the collective employment
132 / 542
contract is void and replaced by those provisions; however, such an

agreement may be valid if it is to the benefit of the employee.
Art. 357a
2. On the con- 1 The contracting parties are obliged to ensure compliance with the col-
tracting parties
lective employment contract; to this end associations must exert their
influence on their members and, where required, have recourse to the
means placed at their disposal by their articles of association and the
law.
2 Each contracting party has a duty to maintain harmonious industrial
relations and in particular to refrain from any hostile action on matters
regulated by the collective employment contract; such duty applies
without restriction only where expressly so agreed.
Art. 357b
3. Joint enforce- 1 A collective employment contract concluded between associations
ment
may stipulate that each contracting party has an actionable claim against
the other parties in the event that they fail to discharge their duty to en-
sure that the participating employers and employees abide by the con-
tract as regards the following matters:
a. the formation, nature and termination of employment relation-
ships, in respect of which the claim is for a declaratory judgment
only;
b. the payment of contributions to equalisation funds or other in-
stitutions in connection with the employment relationship, the
representation of employees within businesses and the mainte-
nance of harmonious industrial relations;
c. monitoring activities, the provision of security and contractual
penalties in relation to the provisions set out in letters a and b.
2 Clauses within the meaning of the previous paragraph may be agreed
where the contracting parties are expressly authorised so to do by their
articles of association or resolution passed by their governing body.
3 Unless otherwise stipulated in the collective employment contract, the
provisions governing simple partnerships apply mutatis mutandis to re-
lations between the contracting parties.
Art. 358
III. Relationship The mandatory law of the Confederation and the cantons takes prece-
to mandatory
law dence over the collective employment contract; however, other provi-
sions may be agreed to the benefit of employees provided they do not
conflict with mandatory law.
133 / 542
B. The Standard Employment Contract
Art. 359
I. Definition and 1 The standard employment contract is a contract in which clauses gov-
content
erning the formation, nature and termination of certain types of employ-
ment relationship are laid down.
2 The cantons shall draw up standard employment contracts for agricul-
tural workers and domestic staff to regulate in particular working hours,
leisure time and employment conditions for female employees and mi-
nors.
3Article 358 is applicable mutatis mutandis to the standard employment
contract.
Art. 359a
II. Competent 1 Where the scope of application of a standard employment contract ex-
authorities and
procedure tends over more than one canton, the Federal Council is responsible for
issuing it, but otherwise the canton is responsible.
2 Before being issued, the standard employment contract shall be pub-
lished in an appropriate manner and a time limit set within which inter-
ested parties may submit their comments in writing; furthermore, the
relevant professional associations and public bodies shall be consulted.
3 The standard employment contract comes into force once it has been
issued in accordance with the provisions governing official publica-
tions.
4 The same procedure applies to the rescission or amendment of a stand-
ard employment contract.
Art. 360
III. Effects 1 Unless otherwise agreed, the standard employment contract applies di-
rectly to the employment relationships that it governs.
2The standard employment contract may stipulate that agreements
derogating from certain of its provisions must be done in writing.
Art. 360a214
IV. Minimum 1 Where the wages that are customary for a geographical area, occupa-
wage
1. Requirements
tion or industry are repeatedly and unfairly undercut within a particular
occupation or economic sector and there is no collective employment
contract laying down a minimum wage that may be declared universally
214 Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in

force since 1 June 2004 (AS 2003 1370; BBl 1999 6128).
134 / 542
binding, on application by the tripartite commission as defined in Arti-

cle 360b, the competent authority may issue a fixed-term standard em-
ployment contract providing for a minimum wage varied by region and,
where applicable, by locality in order to combat or prevent abusive prac-
tices.
2 The minimum wage must not conflict with the public interest or prej-
udice the legitimate interests of other economic sectors or sections of
the population. It must have due regard to the minority interests of the
economic sectors or occupations concerned that stem from regional and
business diversity.
3In the case of repeated infringements of the provisions on the mini-
mum wage in a standard employment contract in accordance with para-
graph 1 or if there is evidence that no longer using the standard employ-
ment contract may lead to further abusive practices in terms of
paragraph 1, at the request of the tripartite commission, the competent
authority may extend the standard employment contract for a limited
period.215
Art. 360b216
2. Tripartite 1 The Confederation and each canton shall establish a tripartite commis-
commissions
sion consisting of an equal number of employers’ and employees’ rep-
resentatives in addition to representatives of the state.
2Employers’ and employees’ associations have the right to put forward
candidates for selection as their representatives within the meaning of
paragraph 1.
3 The commissions monitor the labour market. If they observe abusive
practices within the meaning of Article 360a paragraph 1, they normally
seek to reach agreement directly with the employers concerned. Where
this cannot be achieved within two months, they petition the competent
authority to issue a standard employment contract fixing a minimum
wage for the affected sectors or occupations.
4 If labour market conditions in the affected sectors change, the tripartite
commission petitions the competent authority to amend or rescind the
standard employment contract.
5 To enable them to discharge their responsibilities, the tripartite com-
missions have the right to obtain information and inspect any business
document necessary to the conduct of their investigation. In the event of
a dispute, a ruling is given by a body specially appointed for this purpose
by the Confederation or the canton, as applicable.
215 Inserted by No II of the FA of 30 Sept. 2016, in force since 1 April 2017 (AS 2017 2077;
BBl 2015 5845).
135 / 542
6 Where necessary for the conduct of their investigations, on application

the tripartite commissions may obtain personal data contained in corpo-
rate collective employment contracts from the Federal Statistical Of-
fice.217
Art. 360c218
3. Official se- 1 The members of tripartite commissions are subject to official secrecy;
crecy
in particular they are obliged to keep secret from third parties any infor-
mation of a commercial or private nature gained in the exercise of their
office.
2 Such duty of secrecy remains in force even after membership of the
tripartite commission has ceased.
Art. 360d219
4. Effects 1 The standard employment contract as defined in Article 360a also ap-
plies to employees who work only temporarily within its geographical
scope and to employees whose services have been loaned out.
2It is not permissible to derogate from a standard employment contract
as defined in Article 360a to the detriment of the employee.
Art. 360e220
5. Associations’ Employers’ and employees’ associations have the right to apply for a
right of action
declaratory judgment as to whether an employer is in compliance with
the standard employment contract as defined in Article 360a.
Art. 360f221
6. Notification A canton issuing a standard employment contract pursuant to Article
360a must forward a copy to the competent federal office222.
217 Inserted by Art. 2 No 2 of the FA of 17 Dec. 2004 approving and implementing the Proto-
col relating to the extension of the Agreement between the Swiss Confederation, of the
one part, and the EU and its member states, of the other part, on the free movement of per-
sons to new EU member states and approving the revision of the accompanying measures
on the free movement of persons, in force since 1 April 2006 (AS 2006 979; BBl 2004
5891 6565).
222 Now the State Secretariat for Economic Affairs (SECO).
136 / 542
Section Four: Mandatory Provisions
Art. 361
A. Provisions 1It is not permissible to derogate from the following provisions to the
from which no
derogation is detriment of either the employer or the employee by individual agree-
permissible to
the detriment of
ment, standard employment contract or collective employment contract:
the employer or Article 321c: paragraph 1 (overtime);
the employee
Article 323: paragraph 4 (advances);
Article 323b: paragraph 2 (set-off against countervailing claims);
Article 325: paragraph 2 (assignment and pledge of salary claims);
Article 326: paragraph 2 (allocation of work);
Article 329d: paragraph 2 and 3 (holiday pay);
Article 331: paragraphs 1 and 2 (employee benefits scheme contri-
butions);
Article 331b: (assignment and pledge of claims to occupational bene-
fits);223
...224
Article 334: paragraph 3 (termination of long-term employment re-
lationships);
Article 335: (termination of employment relationships);
Article 335k: (social plan during bankruptcy or composition proceed-
ings)225
Article 336: paragraph 1 (wrongful termination);
Article 336a: (compensation in the event of wrongful termination);
Article 336b: (compensation procedure);
Article 336d: (termination by the employee at an inopportune junc-
ture);
Article 337: paragraphs 1 and 2 (termination with immediate effect
for good cause);
Article 337b: paragraph 1 (consequences of justified termination);
223 Inserted by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old
1992 III 533).
224 Repealed by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old
Age, Survivors' and Invalidity Benefits, with effect from 1 Jan. 1995 (AS 1994 2386; BBl
1992 III 533).
(AS 2013 4111; BBl 2010 6455).
137 / 542
Article 337d: (consequences of failure to take up post or departure

without just cause);
Article 339: paragraph 1 (maturity of claims);
Article 339a: (return);
Article 340b: paragraph 1 and 2 (consequences of infringement of the
prohibition of competition);
Article 342: paragraph 2 (civil law effects of public law);
...226
Article 346: (early termination of apprenticeship contract);
Article 349c: paragraph 3 (prevention from travelling);
Article 350: (termination in special cases);
Article 350a: paragraph 2 (return).227
2 Any agreement or clause of a standard employment contract or collec-
tive employment contract that derogates from the aforementioned pro-
visions to the detriment of the employer or the employee is void.
Article 362
B. Provisions 1It is not permissible to derogate from the following provisions to the
from which no
derogation is detriment of the employee by individual agreement, standard employ-
permissible to
the detriment of
ment contract or collective employment contract:228
the employee Article 321e: (employee’s liability);
Article 322a: paragraphs 2 and 3 (share in the business results);
Article 322b: paragraphs 1 and 2 (entitlement to commission);
Article 322c: (statement of commission);
Article 323b: paragraph 1, second sentence (salary statement);
Article 324: (salary where employer fails to accept work);
Article 324a: paragraphs 1 and 3 (salary where employee is prevented
from working);
Article 324b: (salary where employee has compulsory insurance);
Article 326: paragraphs 1, 3 and 4 (piece work);
Article 326a: (piece work rates);
226 Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
(AS 1988 1472; BBl 1984 II 551).
228 Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Em-
ployment and Caring for Family Members, in force since 1 Jan. 2021 (AS 2020 4525; BBl
2019 4103).
138 / 542
Article 327a: paragraph 1 (reimbursement of expenses in general);

Article 327b: paragraph 1 (reimbursement of expenses for motor ve-
hicles);
Article 327c: paragraph 2 (advances for expenses);
Article 328: (protection of the employee’s personality rights in gen-
eral);
Article 328a: (protection of personality rights of employees living in
the employer’s household);
Article 328b: (protection when handling personal data);229
Article 329: paragraphs 1, 2 and 3 (days off work);
Article 329a: paragraphs 1 and 3 (holiday entitlement);
Article 329b: paragraphs 2 and 3 (reduction of holiday entitlement);
Article 329c: (consecutive weeks and timing of holidays);
Article 329d: paragraph 1 (holiday pay);
Article 329e: paragraphs 1 and 3 (leave for youth work);230
Article 329f: (maternity leave);231
Article 329g: (paternity leave);232
Article 329h: (leave to care for family members);233
Article 329i: (Leave to care for a child whose health is seriously im-
paired by illness or accident);234
Article 329j: (Adoption leave);235
Article 330: paragraphs 1, 3 and 4 (security);
Article 330a: (reference);
Article 331: paragraphs 3 and 4 (contributions and information for
employee benefits);
229 Inserted by Annex No 2 to the FA of 19 June 1992 on Data Protection, in force since
1 July 1993 (AS 1993 1945; BBl 1988 II 413).
230 Inserted by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991
(AS 1990 2007; BBl 1988 I 825).
231 Inserted by Annex No 12 Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005
(AS 2005 1429; BBl 2002 7522, 2003 1112 2923).
ment and Caring for Family Members, in force since 1 Jan. 2021 (AS 2020 4525; BBl
2019 4103).
2019 4103).
234 Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work
and Caring for Family Members, in force since 1 July 2021
(AS 2020 4525; BBl 2019 4103).
235 Inserted by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023
(AS 2022 468; BBl 2019 7095, 7303).
139 / 542
Article 331a: (beginning and end of insurance cover);236

...237
Article 332: paragraph 4 (remuneration for inventions);
Article 333: paragraph 3 (liability in the event of transfer of employ-
ment relationships);
Article 335c: (notice periods)238
Article 335i: (duty to negotiate in order to conclude a social plan)239
Article 335j: (preparation of the social plan by an arbitral tribunal)240
Article 336: paragraph 2 (wrongful termination by the employer);
Article 336c: (termination by the employer at an inopportune junc-
ture);
Article 337a: (termination with immediate effect because salary is at
risk);
Article 337c: paragraph 1 (consequences of termination without just
cause);
Article 338: (death of the employee);
Article 338a: (death of the employer);
Article. 339b: (Requirements for severance allowance);
Article. 339d: (benefits in lieu);
Article. 340: paragraph 1 (Requirements for prohibition of competi-
tion);
Article. 340a: paragraph 1 (restrictions on prohibition of competition);
Article. 340c: (extinction of prohibition of competition);
Article. 341: paragraph 1 (no right of waiver);
Article. 345a: (obligations of the master241);
Article. 346a: (certificate of apprenticeship);
Article. 349a: paragraph 1 (commercial traveller’s salary);
1992 III 533).
237 Repealed by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old
Age, Survivors' and Invalidity Benefits, with effect from 1 Jan. 1995 (AS 1994 2386; BBl
1992 III 533).
2019 4103).
(AS 2013 4111; BBl 2010 6455).
(AS 2013 4111; BBl 2010 6455).
241 Now: the employer.
140 / 542
Article. 349b: paragraph 3 (payment of commission);

Article. 349c: paragraph 1 (salary where prevented from travelling);
Article. 349e: paragraph 1 (commercial traveller’s lien);
Article. 350a: paragraph 1 (commission on termination of the employ-
ment relationship);
Article. 352a: paragraph 3 (home worker’s liability);
Article. 353: (acceptance of completed work);
Article. 353a: (payment of salary);
Article. 353b: paragraph 1 (salary where home worker is prevented
from working).242
2 Any agreement or clause of a standard employment contract or collec-
tive employment contract that derogates from the aforementioned pro-
visions to the detriment of the employee is void.
Title Eleven: The Work Contract
Art. 363
A. Definition A work contract is a contract whereby the contractor undertakes to pro-
duce a piece of work and the customer undertakes to pay the contractor
for that work.
Art. 364
B. Effects 1The contractor generally has the same duty of care as the employee in
I. Contractor’s
obligations
an employment relationship.243
1. In general 2 The contractor is obliged to carry out the work in person or to have it
carried out under his personal supervision, unless the nature of the work
is such that his personal involvement is not required.
3Unless otherwise required by agreement or custom, the contractor is
obliged to supply the resources, tools and machinery necessary for pro-
ducing the work at his own expense.
Art. 365
2. Regarding ma- 1 Where the contractor is responsible for supplying the materials, he is
terials
liable to the customer for their quality and has the same warranty obli-
gation as a seller.

(AS 1988 1472; BBl 1984 II 551).
141 / 542
2 Where materials are supplied by the customer, the contractor must

treat them with all due care, give account of how they are used and re-
turn any that remain unused to the customer.
3 If, when producing the work, the contractor notes defects in the mate-
rials supplied or in the designated construction site or if any other cir-
cumstance arises which might compromise the correct or timely produc-
tion of the work, he must inform the customer immediately, failing
which he shall himself be liable for any adverse consequences.
Art. 366
3. Prompt com- 1 Where the contractor does not begin the work on time or delays its
mencement and
contractual pro- production in breach of contract or, through no fault of the customer,
duction of the
work
falls so far behind that there is no longer any prospect of completing the
work on time, the customer is entitled to withdraw from the contract
without waiting for the agreed delivery date.
2 Where during the production of the work it becomes evident that,
through the fault of the contractor, the work will be produced in a man-
ner that is defective or otherwise contrary to the contract, the customer
may set the contractor or have the contractor set an appropriate time
limit within which to take remedial action and notify him that any failure
to do so will result in the hire of a third party to take such remedial action
or to complete the work at the risk and expense of the contractor.
Art. 367
4. Liability for 1 The customer must inspect the condition of the delivered or completed
defects
a. Identification
work as soon as feasible in the normal course of business and must in-
of defects form the contractor of any defects discovered.
2 Each party is entitled to request that the work be inspected by experts
at his own expense and that a legal record be made of their findings.
Art. 368
b. Rights of the 1 Where the work is so defective or deviates from the contractual terms
customer in the
event of defects to such an extent that the customer has no use for it or cannot reasonably
be expected to accept it, the customer may refuse acceptance and, if the
contractor is at fault, seek damages.
2 In the case of minor defects in the work or only slight deviations from
the contractual terms, the customer may reduce the price in proportion
to the decrease in its value or require the contractor to rectify the work
at his own expense and to pay damages if he was at fault, provided such
rectification is possible without excessive cost to the contractor.
3 In the case of works produced on the customer’s land or property
which by their nature cannot be removed without disproportionate det-
riment, the customer has only the rights stipulated in paragraph 2.
142 / 542
Art. 369
c. Customer’s li- The rights accruing to the customer in respect of defects in the work are
ability
forfeited if he is at fault for such defects due to having given instructions
concerning production of the work that were contrary to the express
warnings of the contractor or for any other reason.
Art. 370
d. Approval of 1 Once the completed work has been expressly or tacitly approved by
the work
the customer, the contractor is released from all liability save in respect
of defects which could not have been discovered on acceptance and nor-
mal inspection or were deliberately concealed by the contractor.
2Tacit approval is presumed where the customer omits to inspect the
work and give notice of defects as provided by law.
3 Where defects come to light only subsequently, the customer must no-
tify the contractor as soon as he becomes aware of them, otherwise the
work is deemed to have been approved even in respect of such defects.
Art. 371244
e. Prescription 1 The right of the customer to bring claims due to defects in the work
prescribes two years from acceptance of the work. However, the pre-
scriptive period amounts to five years where defects in a movable object
that has been incorporated in an immovable work in a manner consistent
with its nature and purpose have caused the work to be defective.
2 The customer’s claims in respect of defects in an immovable work
against both the contractor and any architect or engineer who provided
services in connection with such work prescribe five years after com-
pletion of the work.
3Otherwise the rules governing prescription of the corresponding rights
of a buyer apply mutatis mutandis.
Art. 372
II. Customer’s 1 The customer must pay for the work on completion or delivery.
obligations
1. Due date for 2Where the work is delivered in stages and payment in instalments has
payment
been agreed, the amount due for each stage of the work is payable on
delivery thereof.
244 Amended by No I of the FA of 16 March 2012 (Limitation Periods for Guarantee Claims.
Extension and Coordination), in force since 1 Jan. 2013
(AS 2012 5415; BBl 2011 2889 3903).
143 / 542
Art. 373
2. Amount of 1 Where the payment was fixed in advance as an exact amount, the con-
payment
a. Firm commit-
tractor is obliged to produce the work for the agreed amount and may
ment not charge more even if the work entailed more labour or greater ex-
pense than predicted.
2 However, where production of the work was prevented or seriously
hindered by extraordinary circumstances that were unforeseeable or ex-
cluded according to the conditions assumed by both parties, the court
may at its discretion authorise an increase in the price or the termination
of the contract.
3 The customer must pay the full price even where the work has entailed
less labour than predicted.
Art. 374
b. By the value Where the price was not fixed in advance or fixed only as an approxi-
of the work
mate amount, it is determined according to the value of the work pro-
duced and the expenses incurred by the contractor.
Art. 375
C. Termination 1Where an estimate agreed with the contractor is exceeded by a dispro-
I. Withdrawal portionate amount through no fault of the customer, he has the right to
because estimate
exceeded withdraw from the contract before or after completion.
2 In the case of construction work carried out on his land or property,
the customer is entitled to an appropriate reduction in the price or, if the
work is not yet complete, to call a halt to the work and withdraw from
the contract against equitable compensation for work already done.
Art. 376
II. Destruction of 1 If the work is destroyed by accident prior to completion or delivery,
the work
the contractor is not entitled to payment for work done or of expenses
incurred unless the customer is in default on acceptance of the work.
2 In this case any loss of materials is borne by the party that supplied
them.
3 Where the work has been destroyed either due to a defect in the mate-
rials supplied or in the construction site designated by the customer or
as a result of the method of production that he prescribed, the contractor
shall be entitled to payment for the work already done and of expenses
incurred that were not included in the price, provided he alerted the cus-
tomer to the risks in good time, and also to damages if the customer was
at fault.
144 / 542
Art. 377
III. Withdrawal The customer may withdraw from the contract at any time before the
by the customer
against indem- work is completed provided he pays for work already done and indem-
nity nifies the contractor in full.
Art. 378
IV. Impossibility 1 Where completion of the work is rendered impossible by chance oc-
of performance
for reasons at- currence affecting the customer, the contractor is entitled to payment for
tributable to the
customer
the work already done and of expenses incurred that were not included
in the price.
2 Where the customer is at fault for the impossibility of performance,
the contractor may also claim damages.
Art. 379
V. Death or inca- 1 Where the contractor dies or becomes incapable of finishing the work
pacity of the
contractor through no fault of his own, the work contract becomes void if it was
concluded in view of the personal attributes of the contractor.
2 The customer is obliged to accept and pay for work already done to
the extent it is of use to him.
Title Twelve: The Publishing Contract
Art. 380
A. Definition A publishing contract is a contract whereby the originator – the author
of a literary or artistic work or his legal successor – undertakes to entrust
the work to a publisher, who undertakes to reproduce and distribute it.
Art. 381
B. Effects 1The author’s rights to the work are transferred to the publisher to the
I. Transfer of
copyright and
extent and for as long as required for performance of the contract.
warranty 2 The originator must give warranty to the publisher that he had the right
to make the work available for publication at the time the contract was
concluded and, where it is subject to copyright protection, that he holds
the copyright.
3 Where all or part of the work has already been made available for pub-
lication to a third party or the originator is aware that it has already been
published, he must inform the publisher before entering into the con-
tract.
145 / 542
Art. 382
II. Originator’s 1As long as the editions of the work to which the publisher is entitled
power of dis-
posal have not yet been exhausted, the originator may not make other arrange-
ments regarding the work or parts thereof to the publisher’s detriment.
2Newspaper articles or relatively short passages of magazine copy may
be published elsewhere by the originator at any time.
3 Contributions to collections or anthologies and relatively lengthy mag-
azine articles must not be published elsewhere by the originator within
three months of the appearance in print of such contribution or article.
Art. 383
III. Number of 1Where no clause was agreed that stipulates the number of editions, the
editions
publisher is entitled to produce only one.
2 Where nothing was agreed, the publisher determines the size of the
edition but at the originator’s request must print at least enough to gen-
erate reasonable sales, and once the first print run is completed, he must
not print any further copies.
3 Where the publishing contract confers publishing rights for several or
all editions of a work and the publisher fails to produce a new edition
after the previous edition is exhausted, the originator may have the court
set a time limit for the publication of a new edition, failing which the
publisher forfeits such rights.
Art. 384
IV. Publication 1The publisher is obliged to publish the work in an appropriate format
and sale
without abridgment, addition or alteration, to take reasonable steps to
publicise the work and to devote the customary resources in order to
promote sales thereof.
2He must fix the price at his discretion but not so high as to hinder sales
of the work.
Art. 385
V. Improve- 1 The author retains the right to correct and improve his work provided
ments and cor-
rections this does not prejudice the interests or increase the liability of the pub-
lisher, but must compensate the publisher for any unforeseen costs in-
curred as a result.
2The editor may not produce a new version, edition or print run of the
work without having previously given the author the opportunity to im-
prove it.
146 / 542
Art. 386
VI. Collected 1The right to publish different works by the same author separately does
and separate edi-
tions not entail the right to publish them together in collected edition.
2Similarly, the right to publish the complete works of an author or all
of his works in a given genre does not give the publisher the right to
publish the individual works separately.
Art. 387
VII. Translation Unless otherwise agreed with the publisher, the originator retains the
rights
exclusive right to commission a translation of the work.
Art. 388
VIII. Author’s 1 The originator is deemed entitled to remuneration where in the circum-
remuneration
1. Amount
stances the presumption is that publication of the work would neces-
sarily involve such remuneration.
2 The amount thereof is fixed by the court on the basis of expert opinion.
3Where the publisher is entitled to produce several editions, the pre-
sumption is that the level of remuneration and the other terms and con-
ditions for subsequent editions are the same as for the first edition.
Art. 389
2. Due date for 1The remuneration is payable as soon as the complete work or, in the
payment, record
of sales and case of works appearing in separate parts (volumes, fascicles, issues),
complimentary
copies
each part thereof is printed and ready for distribution.
2Where the remuneration is made partly or entirely contingent on ex-
pected sales, the publisher is obliged to produce the customary record
of sales with corroborating documentation.
3 Unless otherwise agreed, the originator is entitled to receive the cus-
tomary number of complimentary copies.
Art. 390
C. Termination 1 If the work is destroyed by chance after delivery to the publisher, he
I. Destruction of
the work
remains obliged to pay the author’s remuneration.
2 If the author has a second copy of the destroyed work, he must make
it available to the publisher, and otherwise he must recreate the work
where this is possible with little effort.
3 In either case he is entitled to appropriate compensation.
147 / 542
Art. 391
II. Destruction of 1 If an edition already produced by the publisher is partly or entirely
the edition
destroyed by chance prior to its distribution, the publisher is entitled to
replace the destroyed copies at his own expense without giving rise to a
claim for additional remuneration on the part of the originator.
2The publisher is obliged to replace the destroyed copies where this is
possible without disproportionate expense.
Art. 392
III. Grounds for 1 The contract is extinguished on the death or incapacity of the author
termination per-
taining to the before the work is completed or in the event that the author is prevented
person of the au-
thor or the pub-
from completing it through no fault of his own.
lisher 2 By way of exception, the court may authorise the full or partial con-
tinuation of the contract, where this is deemed both feasible and equita-
ble, and order any necessary measures.
3 In the event of the publisher’s bankruptcy, the originator may entrust
the work to another publisher unless he is furnished with security for
performance of the publishing obligations not yet due at the time bank-
ruptcy proceedings were commenced.
Art. 393
D. Work on a 1 Where one or more authors accept a commission to work on a project
project origi-
nated by the pub- originated by a publisher, they are entitled only to the agreed remuner-
lisher ation.
2 The publisher owns the copyright to the work as a whole.
Title Thirteen: The Mandate

Section One: The Simple Mandate
Art. 394
A. Definition 1A mandate is a contract whereby the mandatee undertakes to conduct
certain business or provide certain services in accordance with the terms
of the contract.
2Contracts for the provision of work or services not covered by any
other specific type of contract are subject to the provisions governing
mandates.
3 Remuneration is payable where agreed or customary.
148 / 542
Art. 395
B. Creation A mandate is deemed to have been accepted where it has not been de-
clined immediately and relates to business which is conducted by the
mandatee by official appointment or on a professional basis or for which
he has publicly offered his services.
Art. 396
C. Effects 1 Unless expressly defined, the scope of the mandate is determined by
I. Scope of the the nature of the business to which it relates.
mandate
2 In particular, it includes the authority to carry out such transactions as
are required for performance of the mandate.
3The mandatee requires special authority to agree a settlement, accept
an arbitration award, accept liabilities under a bill of exchange, alienate
or encumber land or make gifts.245
Art. 397
II. Obligations of 1 A mandatee who has received instructions from the mandator on how
the mandatee
1. Compliance
to conduct the business entrusted to him may deviate from them only to
with instructions the extent that circumstances prevent him from obtaining the mandator’s
permission and that he may safely assume such permission would have
been forthcoming had the mandator been aware of the situation.
2 Where such conditions are not satisfied and the mandatee nevertheless
deviates from the mandator’s instructions to the latter’s detriment, the
mandate is deemed to have been performed only if the mandatee accepts
liability for the resultant damage.
Art. 397a246
1bis. Duty to no- If it is anticipated that the mandator will become permanently incapable
tify
of judgement, the mandatee must notify the adult protection authority at
the mandator's domicile if such notification appears appropriate in order
to safeguard the interests concerned.
Art. 398
2. Faithful per- 1The mandatee generally has the same duty of care as the employee in
formance
a. In general
an employment relationship.247
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
246 Inserted by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons
149 / 542
2The mandatee is liable to the mandator for the diligent and faithful
performance of the business entrusted to him.
3He must conduct such business in person unless authorised or com-
pelled by circumstance to delegate it to a third party or where such del-
egation is deemed admissible by custom.
Art. 399
b. In the event of 1A mandatee who has delegated the business entrusted to him to a third
delegation
party without authority is liable for the latter’s actions as if they were
his own.
2 Where such delegation was authorised, he is liable only for any failure
to act with due diligence when selecting and instructing the third party.
3In both cases, claims held by the mandatee against the third party may
be enforced by the mandator directly against the third party.
Art. 400
3. Account of 1The mandatee is obliged at the mandator’s request, which may be
agency
made at any time, to give an account of his activities under the mandate
and to return anything received for whatever reason as a result of such
activities.
2He must pay interest on any sums which he is late in forwarding to the
mandator.
Art. 401
4. Transfer of ac- 1 Where the mandatee acting on the mandator’s behalf acquires claims
quired rights
in his own name against third parties, such claims pass to the mandator
provided he has fulfilled all his obligations towards the mandatee under
the mandate relationship.
2 The same applies in relation to the mandatee’s assets if the mandatee
is bankrupt.
3 Similarly, where the mandatee is bankrupt, the mandator may claim
chattels of which the mandatee took possession in his own name but on
the mandator’s behalf, subject to the mandatee’s own rights of lien.
Art. 402
III. Obligations 1 The mandator is obliged to reimburse the mandatee for expenses in-
of the mandator
curred in the proper performance of the mandate plus interest and to
release him from obligations entered into.
2 The mandator must also compensate the mandatee for any damage in-
curred in performance of the mandate unless the mandator can prove
that the damage occurred through no fault of his own.
150 / 542
Art. 403
IV. Liability of 1 Where several persons conclude a mandate as mandators, they are
joint mandators
and mandatees jointly and severally liable to the mandatee.
2 Where several persons conclude a mandate as mandatees, they are
jointly and severally liable to the mandator and, save to the extent they
are authorised to delegate to third parties, may commit the mandator
only through joint action.
Art. 404
D. Termination 1 The mandate may be revoked or terminated at any time by either party.
I. Grounds
1. Revocation,
2 However, a party doing so at an inopportune juncture must compen-
termination sate the other for any resultant damage.
Art. 405
2. Death, inca- 1Unless otherwise agreed or implied by the nature of the business, the
pacity, bank-
ruptcy mandate ends on loss of capacity to act, bankruptcy, death or declaration
of presumed death of the mandator or the mandatee.248
2 However, where termination of the mandate jeopardises the manda-
tor’s interests, the mandatee, his heir or his representative is obliged to
continue conducting the business until such time as the mandator, his
heir or his representative is able to conduct it himself.
Art. 406
II. Effects of ex- Actions taken by the mandatee before he became aware of the termina-
tinction of the
contract tion of the mandate are binding on the mandator or his heir as if the
contract had still been in force.
Section Onebis:249
The Marriage or Partnership Brokerage Mandate
Art. 406a
A. Definition 1A person accepting a mandate to broker a marriage or partnership un-
and applicable
law dertakes, in exchange for remuneration, to introduce the mandator to
persons who are potential spouses or long-term partners.
2 The provisions governing simple mandates are applicable by way of
supplement to marriage or partnership brokerage mandates.
249 Inserted by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000
(AS 1999 1118; BBl 1996 I 1).
151 / 542
Art. 406b
B. Introduction
of or to foreign
1 Where the person to be introduced travels from or to a foreign desti-
nationals nation, the mandatee must reimburse the costs of the return journey if
I. Costs of return
journey
this takes place within six months of arrival.
2 Where the local authority has borne such costs, it is subrogated to the
claim held by the person introduced against the mandatee.
3The mandatee may claim reimbursement of such travel costs from the
mandator only up to the maximum amount stipulated in the contract.
Art. 406c
II. Duty to obtain 1
a licence
Professional marriage and partnership brokerage activities involving
foreign nationals require a licence issued by the authority designated by
cantonal law and are regulated by that authority.
2 The Federal Council shall issue the implementing provisions and de-
termine in particular:
a. the requirements for and term of the licence;
b. the penalties imposed on the mandatee in the event of non-com-
pliance;
c. the obligation of the mandatee to furnish security for the costs
of repatriating persons introduced under the mandate.
Art. 406d
C. Form and
content
The contract must be done in writing and contain the following infor-
mation:
1. the name and address of each party;
2. the number and nature of the services that the mandatee under-
takes to provide and the amount of the remuneration and costs,
in particular registration fees, corresponding to each service;
3. the maximum amount owed to the mandatee by way of reim-
bursement for his defraying the costs of return journeys of per-
sons travelling to or from foreign countries (Art. 406b);
4. the terms of payment;
5.250 theright of the mandator to give written notice of the revocation
of his offer to enter into the contract or of his acceptance of the
offer without compensation within 14 days;
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
152 / 542
6.251 the stipulation that the mandatee is prohibited from accepting

any payment before the 14-day period has expired;
7. the right of the mandator to terminate the contract at any time,
subject to any liability in damages arising from termination at
an inopportune juncture.
Art. 406e252
D. Entry into
force, revoca-
1 The contract does not become binding on the mandator until 14 days
tion, notice of after he receives a duplicate signed by both parties. The mandatee must
termination
not accept any payment from the mandator before the 14-day period has
expired.
2During the period under paragraph 1, the mandator may give written
notice of the revocation of his offer to enter into the contract or of his
acceptance of the offer. Any advance waiver of this right is invalid. In
addition, the provisions on the consequences of revocation (Art. 40f)
apply mutatis mutandis.
3 Notice of termination must be done in writing.
Art. 406f253
E. ...
Art. 406g
F. Information
and data protec-
1 Before the contract is signed and throughout its duration, the mandatee
tion must inform the mandator of any particular difficulties pertaining to the
latter’s personal circumstances that might arise in the performance of
the obligations thereunder.
2When processing the mandator’s personal data, the mandatee is bound
by a duty of discretion; the provisions of the Federal Act of 19 June
1992254 on Data Protection apply.
Art. 406h
G. Reduction Where excessive remuneration or expenses have been agreed, the man-
dator may apply to the court to reduce these to an appropriate amount.
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
253 Repealed by No I of the FA of 19 June 2015 (Revision of the right of revocation), with ef-
fect from 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
254 SR 235.1
153 / 542
Section Two:
The Letter of Credit and the Loan Authorisation
Art. 407
A. Letter of
credit
1 The provisions governing mandates and payment instructions are ap-
plicable to letters of credit in which the principal instructs the addressee
to pay a specified person the sums requested by the latter, whether or
not a maximum amount is stipulated.
2 Where the letter of credit does not stipulate a maximum amount and
obviously disproportionate amounts are requested, the addressee must
notify the principal and withhold payment pending further instructions.
3 The instruction conveyed by means of a letter of credit is deemed to
have been accepted only where acceptance of a specified amount has
been declared.
Art. 408
B. Loan authori-
sation
1 Where a person has received and accepted a mandate to grant or renew
I. Definition and a loan to a third party in his own name and for his own account but on
form the authorisation of the mandator, the mandator is liable for the payee’s
obligation in the same manner as a surety, provided that the mandatee
has not exceeded his authority.
2 The mandator incurs such liability only where the authorisation was
given in writing.
Art. 409
II. Incapacity of
payee to enter
The mandator may not plead as defence against the mandatee the fact
into a contract that the payee did not have personal capacity to enter into the contract.
Art. 410
III. Payment ex-
tension granted
The mandator ceases to be liable for the obligation where the mandatee
on own authority has on his own authority granted the payee an extension of the term of
payment or has neglected to proceed against him as instructed by the
mandator.
Art. 411
IV. Borrower
and principal
The legal relationship between the mandator and the third party granted
a loan is subject to the provisions governing the legal relationship be-
tween the surety and the principal debtor.
154 / 542
Section Three: The Brokerage Contract
Art. 412
A. Definition
and form
1 A brokerage contract is a contract whereby the broker is given the
mandate to arrange an opportunity to conclude a contract or to facilitate
the conclusion of a contract in exchange for a fee.
2 The brokerage contract is generally subject to the provisions governing
simple mandates.
Art. 413
B. Broker’s fee 1 The broker’s fee becomes payable as soon as the information he has
I. When due
given or the intermediary activities he has carried out result in the con-
clusion of the contract.
2 Where the contract is concluded subject to a condition precedent, the
fee becomes due only once such condition has been satisfied.
3 Where there is a contractual undertaking to reimburse the broker’s ex-
penses, the broker may request such reimbursement even if the transac-
tion fails to materialise.
Art. 414
II. Fixing the fee Where the amount of remuneration is not stipulated, the parties are
deemed to have agreed a fee determined by the tariff of fees, where such
exists, and otherwise by custom.
Art. 415
III. Forfeiture Where the broker acts in the interests of a third party in breach of the
contract or procures a promise of remuneration from such party in cir-
cumstances tantamount to bad faith, he forfeits his right to a fee and to
any reimbursement of expenses.
Art. 416255
IV. ...
255 Repealed by Annex No 2 to the FA of 26 June 1998, with effect from 1 Jan. 2000
(AS 1999 1118; BBl 1996 I 1).
155 / 542
Art. 417256
V. Excessive
fees
Where an excessive fee has been agreed for identifying an opportunity
to conclude or for facilitating the conclusion of an individual employ-
ment contract or a purchase of immovable property, on application by
the debtor the court may reduce the fee to an appropriate amount.
Art. 418
C. Reservation
of cantonal law
The cantons reserve the right to enact special regulations governing
stockbrokers, official brokers and employment agencies.
Section Four:257 The Agency Contract
Art. 418a
A. General 1 An agent is a person who undertakes to act on a continuous basis as an
I. Definition
intermediary for one or more principals in facilitating or concluding
transactions on their behalf and for their account without entering into
an employment relationship with them.258
2Unless otherwise agreed in writing, the provisions of this Section also
apply to persons acting as agents by way of secondary occupation. The
provisions governing del credere, prohibition of competition and termi-
nation of contracts for good cause may not be excluded to the detriment
of the agent.
Art. 418b
II. Applicable 1 The provisions governing brokerage contracts apply by way of supple-
law
ment to agents acting as intermediaries and those governing commis-
sions apply by way of supplement to agents acting as proxies.
2 ...259
Art. 418c
B. Obligations of 1 The agent must safeguard the principal’s interests with the diligence
the agent
I. General and of a prudent businessman.
del credere
256 Amended by No II, Art. 1, No 8 of the FA of 25 June 1971, in force since 1 Jan. 1972
257 Inserted by No I of the FA of 4 Feb. 1949, in force since 1 Jan. 1950 (AS 1949 I 802; BBl
1947 III 661). See also the Final and Transitional Provisions of Title XIII, at the end of
this Code.
258 Amended by No II Art. 1 No 8 and 9 of the FA of 25 June 1971, in force since 1 Jan. 1972
259 Repealed by No 1 let. b of the Annex to the FA of 18 Dec. 1987 on Private International
Law (IPLA ), with effect from 1 Jan. 1989 (AS 1988 1776; BBl 1983 I 263).
156 / 542
2 Except where otherwise agreed in writing, the agent may also act for
other principals.
3 He may assume liability for the client’s payment or any other type of
performance of the client’s obligations or for all or part of the costs of
recovering receivables only by means of a written undertaking. The
agent thereby acquires an inalienable entitlement to adequate special re-
muneration.
Art. 418d
II. Duty of dis-
cretion and pro-
1 The agent must not exploit or reveal the principal’s trade secrets with
hibition of com- which he has been entrusted or of which he became aware by reason of
petition
the agency relationship even after the end of the commercial agency
contract.
2 The provisions governing service contracts apply mutatis mutandis to
a contractual prohibition of competition. Where such a prohibition has
been agreed, on termination of the contract the agent has an inalienable
entitlement to adequate special remuneration.
Art. 418e
C. Powers of
representation
1 The agent is considered to be authorised only to facilitate transactions,
to receive notices of defects and other declarations whereby clients ex-
ercise or reserve their rights in respect of defective performance by the
principal, and to exercise the principal’s rights to secure evidence
thereof.
2By contrast, the agent is not considered to be authorised to accept pay-
ments, to grant time limits for payments or to agree other modifications
of the contract with clients.
3 Articles 34 and 44 paragraph 3 of the Federal Act of 2 April 1908 on
Insurance Policies260 are reserved.
Art. 418f
D. Obligations of 1 The principal must do everything in his power to enable the agent to
the principal
I. In general perform his activities successfully. In particular, he must furnish the
agent with the necessary documentation.
2 He must notify the agent immediately if he anticipates that the number
and/or volume of transactions that will be possible or desirable is likely
to be substantially smaller than was agreed or to be expected in the cir-
cumstances.
3Where a particular area or clientele is allocated to the agent, it is allo-
cated to him exclusively unless otherwise agreed in writing.
260 SR 221.229.1
157 / 542
Art. 418g
II. Commission 1 The agent is entitled to the agreed or customary commercial agent’s
1. On business
facilitated and commission or sales commission on all transactions that he facilitated
concluded or concluded during the agency relationship and, unless otherwise
a. Scope and en-
titlement agreed in writing, on transactions concluded during the agency relation-
ship by the principal without the agent’s involvement but with clients
acquired by him for transactions of that kind.
2 An agent to whom a particular area or clientele has been allocated ex-
clusively is entitled to the agreed commission or, in the absence of such
an agreement, the customary commission on all transactions concluded
during the agency relationship with clients belonging to that area or cli-
entele.
3 Unless otherwise agreed in writing, the entitlement to the commission
is established as soon as the transaction has been validly concluded with
the client.
Art. 418h
b. Lapse of enti-
tlement
1 The agent’s entitlement to commission lapses subsequently where the
execution of a concluded transaction is prevented for reasons not at-
tributable to the principal.
2 By contrast, the agent is not entitled to any commission where no con-
sideration is given in return for the principal's performance, or where
the consideration is so limited that the principal cannot reasonably be
expected to pay any commission.
Art. 418i
c. Due date Unless otherwise provided by agreement or custom, the commission
falls due at the end of the calendar half-year in which the transaction
was concluded, whereas in insurance business the commission falls due
when the first annual premium has been paid.
Art. 418k
d. Statement of 1 Where the agent is not obliged by written agreement to draw up a state-
commission
ment of commission, the principal must provide him with a written
statement as at each due date indicating the transactions on which com-
mission is payable.
2On request, the agent must be granted access to the books of account
or supporting documents that are relevant to such statement. The agent
may not waive this right in advance.
158 / 542
Art. 418l
2. Collection
commission
1 Unless otherwise provided by agreement or custom, the agent is enti-
tled to a collection commission on any amounts he collects and delivers
to the principal in accordance with the latter’s instructions.
2At the end of the agency relationship the agent loses his authority to
collect payments and his entitlement to further collection commission.
Art. 418m
III. Inability to
work
1 The principal is obliged to pay the agent appropriate compensation if,
in breach of his legal or contractual obligations, he is at fault in prevent-
ing the agent from earning the volume of commission that was agreed
or to be expected in the circumstances. Any agreement to the contrary
is void.
2 Where an agent who is permitted to represent only one principal at a
time is prevented from working through no fault of his own by illness,
Swiss compulsory military service or similar reasons, he is entitled for
a relatively short period to adequate compensation for loss of income,
provided the commercial agency contract has lasted for at least one year.
The agent may not waive this right in advance.
Art. 418n
IV. Costs and
expenses
1 Unless otherwise provided by agreement or custom, the agent is not
entitled to reimbursement of costs and expenses incurred in the normal
performance of his duties, but is entitled to reimbursement of those in-
curred as a result of special instructions issued by the principal or in the
capacity of agent without authority for the principal, such as freight
charges and customs duties.
2 The duty to reimburse costs and expenses obtains even where the trans-
action fails to materialise.
Art. 418o
V. Special lien 1 By way of securing claims due to him under the commercial agency
relationship and, in the event that the principal becomes insolvent,
claims that are not yet due, the agent has a special lien on chattels and
securities that he holds pursuant to the contract and on any payments
received from clients by virtue of an authority to collect with which he
has been vested, and this right of lien may not be waived in advance.
2 The lien does not extend to price lists and client lists.
159 / 542
Art. 418p
E. Termination 1 Where the commercial agency contract was concluded for a fixed term
I. Expiry of du-
ration or its duration is limited by virtue of its purpose, it ends without notice
on expiry of that term.
2 Where a fixed-term commercial agency contract is tacitly extended by
both parties on expiry of its duration, it is deemed to have been renewed
for the same duration subject to a maximum of one year.
3Where termination is subject to prior notice, failure by both parties to
give notice is deemed tacit renewal of the contract.
Art. 418q
II. Notice of ter-
mination
1 Where the commercial agency contract was not concluded for a fixed
1. In general term and its duration is not limited by virtue of its purpose, it may be
terminated by either party during the first year of the contract by giving
one month’s notice expiring at the end of the following calendar month.
Any agreement of a shorter notice period must be done in writing.
2 Where the contract has lasted for at least one year, it may be terminated
by giving two months’ notice expiring at the end of a calendar quarter.
However, the parties may agree a longer notice period or a different ter-
mination date.
3 The notice period must be the same for both the principal and the agent.
Art. 418r
2. For good 1 The principal and the agent may at any time terminate the contract with
cause
immediate effect for good cause.
2 The provisions governing service contracts apply mutatis mutandis.
Art. 418s
III. Death, inca-
pacity, bank-
1 The agency relationship ends on the death or incapacity of the agent
ruptcy or the bankruptcy of the principal.
2 Where in essence the agency relationship was entered into with the
principal in person, it ends on his death.
Art. 418t
IV. Claims of the 1 Unless otherwise provided by agreement or custom, the agent is enti-
agent
1. Commission tled to commission on orders subsequently placed by a client acquired
by him during the agency relationship only if such orders are placed
before the end of the commercial agency contract.
2On termination of the agency relationship, all the agent’s claims for
commission or reimbursement of expenses fall due.
160 / 542
3 A later due date may be agreed in writing for commission on transac-

tions to be performed in full or in part after the agency relationship has
ended.
Art. 418u
2. Compensation
for clientele
1 Where the agent’s activities have resulted in a substantial expansion
of the principal’s clientele and considerable benefits accrue even after
the end of the agency relationship to the principal or his legal successor
from his business relations with clients acquired by the agent, the agent
or his heirs have an inalienable claim for adequate compensation, pro-
vided this is not inequitable.
2 The amount of such claim must not exceed the agent’s net annual earn-
ings from the agency relationship calculated as the average for the last
five years or, where shorter, the average over the entire duration of the
contract.
3 No claim exists where the agency relationship has been dissolved for
a reason attributable to the agent.
Art. 418v
V. Duty of resti-
tution
By the time the agency relationship ends, each contracting party must
return to the other everything received from him or from third parties
for his account during the relationship. The contracting parties’ rights
of lien are unaffected.
Title Fourteen: Agency without Authority
Art. 419
A. Rights and
obligations of
Any person who conducts the business of another without authorisation
the agent is obliged to do so in accordance with his best interests and presumed
I. Manner of ex-
ecution
intention.
Art. 420
II. Liability of
the agent in gen-
1 The agent is liable for negligence.
eral 2 However, where the agent acted in order to avert imminent damage to
the principal, his liability is judged more leniently.
3 Where agency activities are carried out against the express or other-
wise recognisable will of the principal and the prohibition was neither
immoral nor illegal, the agent is also liable for chance occurrences un-
less he can prove that they would have occurred even without his in-
volvement.
161 / 542
Art. 421
III. Liability of
agents lacking
1Where the agent lacked the capacity to enter into contractual commit-
capacity to enter ments, he is liable for his agency activities only to the extent that he is
into contracts
enriched or alienated the enrichment in bad faith.
2 Further liability in tort is reserved.
Art. 422
B. Position of
the principal
1 Where agency activities were in the best interests of the principal, he
I. Agency in the is obliged to reimburse the agent for all expenses that were necessary or
principal’s best
interests
useful and appropriate in the circumstances plus interest, to release him
to the same extent from all obligations assumed and to compensate him
at the court’s discretion for any other damage incurred.
2Provided the agent acted with all due care, the claim accrues to him
even if the intended outcome was not achieved.
3 Where the agent’s expenses are not reimbursed, he has the right of
repossession in accordance with the provisions governing unjust enrich-
ment.
Art. 423
II. Business con-
ducted in the
1 Where agency activities were not carried out with the best interests of
agent’s interests the principal in mind, he is nonetheless entitled to appropriate any re-
sulting benefits.
2The principal is obliged to compensate the agent and release him from
obligations assumed only to the extent the principal is enriched.
Art. 424
III. Approval of
agency activities
Where the agent’s actions are subsequently approved by the principal,
the provisions governing mandates become applicable.
Title Fifteen: The Commission Contract
Art. 425
A. Buying and
selling commis-
1 A buying or selling commission agent is a person who, in return for a
sion commission, buys or sells chattels or securities in his own name but for
I. Definition the account of another (the principal).
2 The provisions governing mandates apply to the commission agency
relationship, unless otherwise provided in this Title.
162 / 542
Art. 426
II. Obligations of 1 The commission agent must keep the principal informed and in partic-
the commission
agent ular must notify him immediately of the performance of the commission
1. Duty of notifi- contract.
cation, insurance
2 He is obliged to insure the goods on commission only where so in-
structed by the principal.
Art. 427
2. Treatment of
goods on com-
1 Where the goods for sale on commission are evidently defective, the
mission commission agent must safeguard the rights of recourse against the car-
rier, secure evidence of the defective condition of the goods, preserve
the goods where possible and notify the principal immediately.
2 If the commission agent omits to fulfil these obligations, he is liable
for any damage caused by such omission.
3 Where there is a risk that the goods for sale on commission will rapidly
deteriorate, the commission agent has the right and, should the interests
of the principal so require, the obligation to arrange their sale with the
assistance of the competent authority of the place where the goods are
located.
Art. 428
3. Pricing by the
principal
1 Where the commission agent sells goods below the minimum price
instructed, he is liable to the principal for the difference unless he can
prove that such sale averted damage that the principal would otherwise
have incurred and that he was unable to seek the principal’s instructions
in the time available.
2Furthermore, where the commission agent is at fault, he must compen-
sate the principal for any other damage caused by the breach of contract.
3Where the commission agent buys at a lower price or sells at a higher
price than instructed by the principal, he is not permitted to retain the
profit but must credit it to the principal.
Art. 429
4. Advances and
loans to third
1 A commission agent who makes cash advances or extends credit to a
parties third party without the consent of the principal does so at his own risk.
2 However, where sale on credit is the customary commercial practice
at the place of sale, the commission agent is entitled to sell on credit
unless the principal has instructed otherwise.
163 / 542
Art. 430
5. Del credere 1 Except where he extends credit without authority, the commission
agent is liable for the debtor’s payment or performance of other obliga-
tions only to the extent that he has expressly assumed such liability or if
this is a customary commercial practice at his place of business.
2 A commission agent who assumes liability for performance by the
debtor is entitled to special remuneration (del credere commission).
Art. 431
III. Rights of the
commission
1 The commission agent is entitled to reimbursement of all advances,
agent expenses and other costs incurred on the principal’s behalf plus interest
1. Reimburse-
ment of ad-
on all such amounts.
vances and ex-
penses
2 He may also claim remuneration for storage and transport costs,
though not for the wages of his employees.
Art. 432
2. Commission 1 The commission agent is entitled to commission on execution of the
a. Entitlement
transaction or failure to execute it for a reason attributable to the princi-
pal.
2 In the case of transactions that could not be executed for other reasons,
the commission agent is entitled to remuneration for his endeavours
only to the extent provided for by local custom.
Art. 433
b. Forfeiture and
conversion into
1 The commission agent forfeits his right to commission if he has acted
transaction for improperly towards the principal and in particular if he has secured an
own account
inflated purchase price or a deflated sale price.
2Moreover, in both these cases the principal has the right to take action
against the commission agent himself as buyer or seller.
Art. 434
3. Special lien The commission agent has a special lien in respect of the goods on com-
mission and the sale proceeds.
Art. 435
4. Sale of goods
at auction
1 Where the goods on commission remain unsold or the order to sell is
withdrawn and the principal fails to take them back or otherwise dispose
of them within a reasonable time, the commission agent may apply to
the competent authority at the place where the goods are located to ar-
range to have them sold at auction.
164 / 542
2 The auction may be ordered without first hearing the principal if nei-
ther he nor a representative is present at that location.
3 However, official notice must be served on the principal before the
auction is held, unless the goods in question are susceptible to rapid de-
terioration.
Art. 436
5. Agent acting
for his own ac-
1 Unless otherwise instructed by the principal, a commission agent in-
count structed to buy or sell goods, bills of exchange or other securities with
a. Pricing and
commission
a quoted exchange or market price is entitled, in his own capacity as
seller, to deliver the goods he is instructed to buy or, in his own capacity
as buyer, to purchase the goods he is instructed to sell.
2In both cases, the commission agent must account for the exchange or
market price that applied at the time the instruction was executed and is
entitled to both the usual commission and reimbursement of the ex-
penses normally incurred in commission business.
3 In other respects the transaction is treated as a contract of sale.
Art. 437
b. Presumption
of trading for
Where the commission agent is permitted to act for his own account and
own account he notifies the principal that the instruction has been executed without
naming another person as buyer or seller, the presumption is that he
himself has assumed the obligations of the buyer or seller.
Art. 438
c. Lapse of right
to trade for own
The commission agent is not permitted to act as buyer or seller if the
account principal has withdrawn his mandate and the notice of withdrawal
reached the commission agent before he dispatched the notice of execu-
tion.
Art. 439
B. Forwarding
contract
A forwarding agent or carrier who in return for payment undertakes to
carry or forward goods for the consignor’s account but in his own name
is regarded as a commission agent but is subject to the provisions gov-
erning contracts of carriage in relation to the forwarding of the goods.
Title Sixteen: The Contract of Carriage
Art. 440
A. Definition 1A carrier is a person who undertakes to transport goods in return for
payment (freight charge).
165 / 542
2 The provisions governing mandates apply to contracts of carriage un-

less otherwise provided in this Title.
Art. 441
B. Effects 1 The consignor must give the carrier precise details of the address of
I. Obligations of
the carrier the consignee and the place of delivery, the number, type of packaging,
1. Required in- weight and content of packages, the delivery date and the transport
formation
route, as well as the value of any valuable objects.
2The consignor is liable for any detriment arising from missing or inac-
curate details.
Art. 442
2. Packaging 1 The consignor ensures that the goods are properly packaged.
2He is liable for the consequences of defects in packaging that are not
externally apparent.
3By contrast, the carrier is liable for the consequences of defects that
were externally apparent if he accepted the goods without reservation.
Art. 443
3. Power of dis-
posal over
1 While the goods are in the carrier’s possession, the consignor has the
freight right to reclaim them against compensation for the carrier for expenses
incurred and any detriment resulting from their repossession, except
where:
1. a bill of lading has been issued by the consignor and delivered
to the consignee by the carrier;
2. the consignor has arranged for an acknowledgement of receipt
to be issued by the carrier and cannot return it;
3. the carrier has sent the consignee written notice that the goods
have arrived and are ready for collection;
4. the consignee has requested delivery of the goods after they
have arrived at destination.
2 In these cases the carrier is obliged to comply solely with the con-
signee’s instructions, although where the consignor has arranged for an
acknowledgement of receipt to be issued by the carrier and the goods
have not yet arrived at destination, the carrier is bound by such instruc-
tions only if the acknowledgement of receipt has been delivered to the
consignee.
166 / 542
Art. 444
II. Position of
the carrier
1 Where the goods are rejected, the associated claims remain unpaid or
1. Treatment of the consignee cannot be contacted, the carrier must inform the consignor
freight and in the interim place the goods in storage or deposit them with a third
a. Delivery not
possible party at the risk and expense of the consignor.
2 If neither consignor nor consignee disposes of the goods within a rea-
sonable period, in the same manner as a commission agent the carrier
may apply to the competent authority at the place where the goods are
located to arrange to have them sold in favour of the rightful beneficiary.
Art. 445
b. Sale 1 Where the goods are likely to deteriorate rapidly or their probable
value does not cover the associated costs, the carrier must without delay
arrange for official confirmation of that fact and may arrange for the sale
of the goods in the same manner as when delivery is not possible.
2Where possible, the interested parties must be informed that such sale
has been ordered.
Art. 446
c. Liability When exercising the rights conferred on him with regard to the handling
of the goods, the carrier must safeguard the interests of their owner to
the best of his ability and is liable in damages for any fault on his part.
Art. 447
2. Liability of
the carrier
1 If the goods are lost or destroyed, the carrier must compensate their
a. Loss or de- full value unless he can prove that the loss or destruction resulted from
struction of the
goods
the nature of the goods or through the fault of the consignor or the con-
signee or occurred as a result of instructions given by either or of cir-
cumstances which could not have been prevented even by the diligence
of a prudent carrier.
2The consignor is deemed to be at fault if he fails to inform the carrier
of any especially valuable freight goods.
3 Agreements stipulating an interest in excess of the full value of the
goods or an amount of compensation lower than their full value are re-
served.
Art. 448
b. Delay, dam-
age, partial de-
1 Subject to the same conditions and reservations as apply to the loss or
struction destruction of goods, the carrier is liable for any damage resulting from
late delivery, damage in transit or the partial destruction of the goods.
2 Unless specifically agreed otherwise, the damages claimed may not
exceed those for total loss.
167 / 542
Art. 449
c. Liability for
sub-contractors
The carrier is liable for all accidents and errors occurring during the car-
riage of goods, regardless of whether he transports them to the final des-
tination or sub-contracts the task to another carrier, subject to right of
recourse against the sub-contractor to whom goods are entrusted.
Art. 450
3. Duty of notifi-
cation
The carrier must notify the consignee immediately on arrival of the
goods.
Art. 451
4. Lien 1Where the consignee disputes claims attaching to the goods, he may
demand delivery only if the disputed amount is deposited with the court.
2 The deposited amount replaces the goods with regard to the carrier’s
lien.
Art. 452
5. Forfeiture of
liability claims
1 Unconditional acceptance of the goods and payment of the freight
charge extinguish all claims against the carrier, except in cases of delib-
erate deceit or gross negligence.
2 Furthermore, the carrier remains liable for damage that is not exter-
nally apparent where such damage is discovered within the time in
which, in the circumstances, the consignee was able or might reasonably
be expected to inspect the goods, provided he notifies the carrier imme-
diately on discovering such damage.
3 However, such notification must be given no later than eight days after
delivery.
Art. 453
6. Procedure 1 In any dispute, the competent authority at the place where the goods
are located may, at the request of either party, order that the goods be
deposited with a third party or, where necessary, sold after their condi-
tion has been established.
2 The sale may be forestalled by satisfying all claims allegedly attaching
to the goods or by depositing the amount of such claims with the court.
Art. 454
7. Prescription of 1 Actions for damages against the carrier prescribe one year after the
actions for dam-
ages scheduled delivery date in the case of destruction, loss or delay and one
year after the date on which the goods were delivered to the consignee
in the case of damage.
168 / 542
2 The consignee and the consignor may always assert their claims
against the carrier by way of defence, provided that objections are
lodged within one year and that the claim is not extinguished by ac-
ceptance of the goods.
3 The above does not apply to cases of malice or gross negligence on the
part of the carrier.
Art. 455
C. State-owned
and licensed car-
1 Carriers operating under state licence are not empowered to exclude
riers or restrict in advance the application of the provisions governing the
carrier’s liability to their own benefit by means of special agreement or
regulations governing their operations.
2 However, the parties may derogate contractually from said provisions
to the extent permitted by this Title.
3 The special provisions governing contracts for the carriage of goods
by providers of postal services, the railways and steamers are unaf-
fected.261
Art. 456
D. Use of state
transport facili-
1 Any carrier or forwarding agent who uses a state transport facility to
ties perform carriage obligations he has assumed or who assists in the car-
riage of goods by such a facility is subject to the special provisions gov-
erning freight transport that apply to that facility.
2However, any agreement to the contrary between the carrier or for-
warding agent and the principal is unaffected.
3 This article does not apply to road hauliers.
Art. 457
E. Liability of
the forwarding
A forwarding agent who uses a state transport facility in order to per-
agent form obligations under a contract of carriage may not deny liability on
grounds of insufficient right of recourse where right of recourse was
forfeited through his own fault.
261 Amended by Annex No II 2 of the Postal Services Act of 17 Dec. 2010, in force since
1 Oct. 2012 (AS 2012 4993; BBl 2009 5181).
169 / 542
Title Seventeen:
Registered Power of Attorney and other Forms of
Commercial Agency
Art. 458
A. Registered
power of attor-
1 A registered attorney is a person who has been expressly or tacitly
ney granted the authority to conduct operations and to sign per procuration
I. Definition and
conferral
on behalf of a trading, manufacturing or other commercial business by
its owner.
2 The owner of the business must give notice of the granting of the
power of attorney for entry in the commercial register but is bound by
the actions of the registered attorney even before it is entered.
3The granting of authority to conduct other kinds of business or trans-
actions also requires entry of the attorney in the commercial register.
Art. 459
II. Scope of au-
thority
1 In dealings with bona fide third parties, the registered attorney is
deemed authorised to commit the owner of the business by signing bills
of exchange and to carry out on his behalf all types of transaction that
fall within the scope of the commercial operations and business affairs
of the owner.
2The registered attorney is not authorised to alienate or encumber im-
movable property unless expressly vested with such powers.
Art. 460
III. Restrictions 1The registered power of attorney may be limited to the business affairs
of a specific branch.
2It may be conferred on two or more persons collectively (joint power
of attorney) such that the signature of one attorney is not binding on the
principal unless others participate in the transaction as prescribed.
3Other limitations of authority have no legal effect on bona fide third
parties.
Art. 461
IV. Withdrawal 1Any withdrawal of the power of attorney must be entered in the com-
mercial register, even where no entry was made of its conferral.
2 As long as such withdrawal has not been registered and published, the
registered power of attorney remains in force as against bona fide third
parties.
170 / 542
Art. 462
B. Other forms
of commercial
1 Where the owner of a trading, manufacturing or other commercial es-
agency tablishment appoints a person to represent him in managing the affairs
of the business as a whole or in carrying out certain transactions on be-
half of the business without granting that person a registered power of
attorney, the agency authority of the representative extends to all activ-
ities that fall within the normal scope of the commercial operations of
the business or are normally connected with the transactions in question.
2 However, a commercial agent is not authorised to sign bills of ex-
change, take out loans or conduct litigation unless expressly granted
such powers.
Art. 463262
C. ...
Art. 464
D. Prohibition of
competition
1 A registered attorney or commercial agent appointed to manage the
affairs of the business as a whole or employed by the owner of the busi-
ness may not without the owner’s consent engage in transactions for his
own account or that of a third party in the economic sectors in which the
owner himself is active.263
2 In the event of any violation of this provision, the owner of the busi-
ness may seek compensation for the resultant damage and appropriate
the relevant transactions for his own account.
Art. 465
E. Extinction of
power of attor-
1 The registered power of attorney and authority to act as commercial
ney and other agent may be revoked at any time without prejudice to rights accruing
forms of com-
mercial agency to the parties concerned under any existing individual contract of em-
ployment, partnership agreement, mandate or the like.264
2The death or incapacity of the owner of the business does not extin-
guish the registered power of attorney or authority to act as commercial
agent.
262 Repealed by No II Art. 6 No 1 of the FA of 25 June 1971, with effect from 1 Jan. 1972
171 / 542
Title Eighteen: The Payment Instruction
Art. 466
A. Definition By means of a payment instruction, the recipient of the instruction
(agent) is authorised to transfer money, securities or other fungibles for
the account of the party issuing the instruction (principal) to the payee
and the payee is authorised to receive them in his own name.
Art. 467
B. Effects 1Where the purpose of the payment instruction is to redeem a debt owed
I. Relations be-
tween principal by the principal to the payee, the debt is redeemed only once the agent
and payee has made the transfer.
2 However, where the payee has accepted a payment instruction, he may
assert his claim against the principal only if he called for payment from
the agent but did not receive it before expiry of the term stipulated in
the payment instruction.
3 A creditor who does not wish to accept a payment instruction received
from his debtor must notify the debtor immediately in order to avoid
liability in damages.
Art. 468
II. Obligations of 1
the agent
An agent who notifies the payee that he accepts the payment instruc-
tion unreservedly is obliged to pay the payee and may raise against him
only such objections as arise from their personal relationship or from
the terms of the payment instruction, not objections arising from his re-
lationship with the principal.
2 An agent who is indebted to the principal is obliged to comply with
the payment instruction, provided that in doing so his own position is in
no way prejudiced.
3 Even in this case the agent is not obliged to declare his acceptance
prior to payment, unless otherwise agreed with the principal.
Art. 469
III. Duty to no-
tify non-payment
Where the agent refuses to make the payment called for by the payee or
declares in advance that he will not make it, the payee must notify the
principal immediately in order to avoid liability in damages.
Art. 470
C. Revocation 1 The principal may revoke the payment instruction as against the payee
unless he issued it in order to redeem a debt to the payee or otherwise in
favour of the latter.
172 / 542
2 He may revoke it as against the agent provided the agent has not noti-
fied the payee of his acceptance.
Unless the regulations of a payment system provide otherwise, a
2bis
payment instruction in a cashless transaction becomes irrevocable as
soon as the transfer amount is debited from the principal's account.265
3 In the event of bankruptcy proceedings against the principal, payment
instructions that have not yet been accepted are deemed revoked.
Art. 471
D. Payment in-
structions relat-
1 The provisions of this Title apply to payment instructions made out to
ing to securities the bearers of negotiable securities on the premise that each such bearer
is considered to be the payee in relation to the agent, whereas the rights
as between the principal and the payee are established only in respect of
each transferor and transferee.
2 The special provisions governing cheques and payment instructions
similar in nature to bills of exchange are unaffected.
Title Nineteen: The Contract of Bailment
Art. 472
A. Bailment in
general
1 A contract of bailment is a contract in which the bailee undertakes to
I. Definition take receipt of a chattel entrusted to him by the bailor and to keep it in
a safe place.
2 The bailee may claim remuneration only where this has been expressly
stipulated or was to be expected in the circumstances.
Art. 473
II. Obligations of 1
the bailor
The bailor must reimburse the bailee for expenses incurred in perfor-
mance of the contract.
2He is liable to the bailee for damage caused by the bailment unless he
can prove that such damage occurred through no fault of his own.
Art. 474
III. Obligations
of the bailee
1 The bailee may not use the deposited chattel without the bailor’s con-
1. Prohibition of sent.
use
2 If he does, he must pay the bailor adequate compensation and is liable
for any chance occurrence unless he can prove that such occurrence
would have affected the chattel in any event.
265 Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since
1 Oct. 2009 (AS 2009 3577; BBl 2006 9315).
173 / 542
Art. 475
2. Return 1The bailor may reclaim the bailed chattel together with any growth or
a. Rights of the
bailor accrual thereto at any time, even where a fixed term was agreed for the
bailment.
2However, the bailor must reimburse the bailee for expenses incurred
with a view to bailment over the agreed term.
Art. 476
b. Rights of the
bailee
1 The bailee may return the bailed chattel before expiry of the stipulated
term only where unforeseen circumstances render the bailee unable to
keep the chattel safely or without detriment to himself.
2Where no term was agreed for the bailment, the bailee may return the
chattel at any time.
Art. 477
c. Place of return The bailed chattel is returned at the risk and expense of the bailor at the
same place where it was to be kept.
Art. 478
3. Liability of
joint bailees
Where several bailees have jointly received a chattel in bailment, they
are jointly and severally liable.
Art. 479
4. Third-party
rights of title
1 If a third party claims title to the bailed chattel, the bailee remains
obliged to return it to the bailor unless it has been attached by court order
or the third party has brought action to establish title against the bailor.
2 In this event, the bailee must inform the bailor immediately.
Art. 480
IV. Official re-
ceiver
Where two or more persons, with a view to protecting their rights, de-
posit an object whose legal status is disputed or uncertain in bailment
with a third party (official receiver), the latter may return it only with
the consent of the interested parties or as directed by the court.
Art. 481
B. Bailment of
fungibles
1 Where money is deposited with the express or tacit agreement that the
bailee is not obliged to return precisely the same notes and coin but
merely the same sum of money, all attendant risks and benefits pass to
the bailee.
2A tacit agreement is presumed if the sum of money was unsealed and
open when deposited.
174 / 542
3 Where other fungibles or securities are deposited in bailment, the

bailee has power to dispose of them only if expressly authorised so to
do by the bailor.
Art. 482
C. Warehousing
business
1 A warehouse keeper who publicly offers warehousing services may
I. Right to issue apply to the competent authority for the right to issue documents of title
documents of ti- to the goods kept in storage.
tle to goods
2 These documents of title to goods are securities that confer the right to
take delivery of the goods stored.
3 They may be made out to a named person, to order or to bearer.
Art. 483
II. Warehouse
keeper’s duty of
1A warehouse keeper has the same duty of care in relation to stored
safe-keeping goods as a commission agent.
2 Where feasible, he must inform the bailor of any changes in the con-
dition of the goods that call for further measures.
3He must allow the bailor to inspect the goods and to take test samples
during business hours and to take measures necessary to preserve the
goods at any time.
Art. 484
III. Intermin-
gling of stored
1 A warehouse keeper may mix fungibles with other items of the same
goods kind and quality only if expressly authorised so to do.
2Each bailor may reclaim a number corresponding to his deposit from
any goods thus intermingled.
3The warehouse keeper may make the required division without the in-
volvement of the other bailors.
Art. 485
IV. Rights of the
warehouse
1 The warehouse keeper is entitled to the agreed or customary ware-
keeper house fee and to reimbursement of all expenses not resulting from the
actual storage of the goods (freight charges, customs duties, repairs).
2 Such expenses must be reimbursed immediately, whereas the ware-
house fee is payable in arrears for every three months of storage and in
any event whenever all or some of the goods are reclaimed.
3 The warehouse keeper’s claims are secured by a lien on the goods,
provided he remains in possession of the goods or may dispose of them
by means of a document of title to goods.
175 / 542
Art. 486
V. Return of the
goods
1 The warehouse keeper has the same obligation to return the goods as
an ordinary bailee, except that he remains bound to observe the contrac-
tual storage duration even where an ordinary bailee would be entitled to
return them sooner owing to unforeseen circumstances.
2Where a document of title to goods has been issued, the warehouse
keeper is entitled and obliged to release the goods only to the beneficiary
named therein.
Art. 487
D. Inns, hotels 1 Innkeepers and hoteliers who provide accommodation for persons not
and stables
I. Liability of ho- known to them are liable for any damage, destruction or misappropria-
teliers tion of personal effects brought onto the premises by their guests unless
1. Conditions
and scope they can prove that such damage is attributable to the guest himself or
to his visitors, companions or staff or to force majeure or to the nature
of the objects in question.
2However, the liability for personal effects brought onto the premises
by guests is subject to an upper limit of 1,000 francs for each guest
where no fault can be ascribed to the innkeeper or hotelier or his staff.
Art. 488
2. Specific liabil- 1
ity for valuables
Where valuables, large sums of money or securities are not deposited
with the innkeeper or hotelier, the latter is only liable for them if he or
his staff are at fault.
2 Where he accepts or declines the deposit of such items, he is liable for
their full value.
3 Where the guest cannot reasonably be expected to deposit such items,
the innkeeper or hotelier is liable for them as for the other personal ef-
fects of the guest.
Art. 489
3. End of liabil-
ity
1 The guest’s claims are forfeited if he fails to report any damage to the
innkeeper or hotelier immediately.
2The innkeeper or hotelier may not exempt himself from liability by
posting disclaimer notices on the premises or making such liability de-
pendent on conditions not specified in law.
Art. 490
II. Liability of
stable owners
1 Owners of stables are liable for any damage, destruction or misappro-
priation of animals, vehicles and their appurtenances entrusted to or oth-
erwise received by them or by their staff unless they can prove that such
176 / 542
damage is attributable to the bailor or his visitors, companions or staff

or to force majeure or to the nature of the animals or objects deposited.
2However, liability for animals, vehicles and appurtenances accommo-
dated in stables is subject to a maximum of 1,000 francs for each bailor
where no fault can be ascribed to the stable owner or his staff.
Art. 491
III. Lien 1Innkeepers, hoteliers and stable owners have a lien on the animals and
objects brought onto their premises as security for their claims in con-
nection with accommodation and storage.
2The provisions governing the landlord’s or lessor’s right of lien apply
mutatis mutandis.
Title Twenty:266 The Contract of Surety
Art. 492
A. Requirements 1Under a contract of surety, the surety undertakes as against the creditor
I. Definition
of the principal debtor to vouch for performance of the obligation.
2 A contract of surety presupposes the existence of a valid primary ob-
ligation. A future or conditional obligation may be guaranteed by means
of a contract of surety provided that the primary obligation takes effect.
3 A person standing surety for performance of an obligation resulting
from a contract that is not binding on the principal debtor as a result of
error or incapacity to make a contract is liable for such obligation, sub-
ject to the conditions and doctrines of the law governing surety, if he
was aware of the defect vitiating the contract at the time he gave his
commitment. The same applies to any person who stands surety for per-
formance of an obligation that is time-barred for the principal debtor.
4Unless the law provides otherwise, the surety may not waive in ad-
vance the rights conferred on him under this Title.
Art. 493
II. Form 1The contract of surety is valid only where the surety makes a written
declaration and indicates in the surety bond the maximum amount for
which he is liable.
2 Where the surety is a natural person, his declaration must additionally
be done in the form of a public deed in conformity with the rules in force
at the place where the instrument is drawn up. Where the liability under
surety does not exceed the sum of 2,000 francs, it is sufficient for the
266 Amended by No 1 of the FA of 10 Dec. 1941, in force since 1 July 1942 (AS 58 279 644;
BBl 1939 II 841). See also the Transitional provisions for this Title at the end of this Code.
177 / 542
surety to indicate the amount for which he is liable and the existence of
joint and several liability, if any, in his own hand in the surety bond
itself.
3 Contracts of surety in favour of the Confederation or its public institu-
tions or in favour of a canton for the performance of public law obliga-
tions, such as customs duties, taxes and the like, and for freight charges
merely require the written declaration of the surety and an indication in
the surety bond itself of the amount for which he is liable.
4 Where the total liability is divided into smaller amounts in order to
circumvent the formal requirement of a public deed, the formal require-
ments for contracts of surety for such partial amounts are the same as
those prescribed for the total.
5 The sole formal requirement for subsequent amendments to the surety,
except where the total liability is increased or the surety is transformed
from a simple surety into a joint and several surety, is that they be done
in writing. Where the principal obligation is assumed by a third party
such that the debtor is released, the contract of surety is extinguished
unless the surety has consented in writing to such assumption.
6 The formal requirements applicable to the contract of surety also apply
to the conferral of special authority to enter into a contract of surety and
the promise to stand surety for the contracting party or a third party. The
parties may agree in writing to limit the surety’s liability to that portion
of the principal obligation that is satisfied first.
7 The Federal Council may cap the fee payable for drawing up the surety
bond as a public deed.
Art. 494
III. Spouse’s
consent
1 A married person may validly stand as surety only with the written
consent of his spouse given in advance or at the latest simultaneously,
unless the spouses are separated by court judgment.
2 ... 267
3 The spouse’s consent to subsequent amendments of a contract of
surety is required only where the total liability is to be increased or a
simple surety is to be transformed into a joint and several surety, or
where the effect of the amendment is to diminish the level of security
substantially.
4 The same applies mutatis mutandis to registered partners.268
267 Repealed by No I of the FA of 17 June 2005 (Sureties. Spouse’s consent), with effect from
1 Dec. 2005 (AS 2005 5097; BBl 2004 4955 4965).
since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).
178 / 542
Art. 495
B. Substance 1 The creditor may resort to a simple surety only if, after the surety was
I. Particularities
of different types provided, the debtor is declared bankrupt or obtains a debt restructuring
of surety moratorium, or is the object of debt enforcement proceedings instigated
1. Simple surety
with due diligence by the creditor which have resulted in the issue of a
definitive certificate of loss, or has relocated his domicile abroad and
can no longer be sued in Switzerland, or legal action against him in for-
eign courts has been substantially impeded as a result of such relocation.
2 Where the claim is secured by pledges, a simple surety may require
that the creditor satisfy his claim first from such pledges, provided the
debtor has not been declared bankrupt or obtained a debt restructuring
moratorium.
3 Where the surety has undertaken solely to cover any shortfall suffered
by the creditor (indemnity bond), he may not be sued unless a definitive
certificate of loss has been issued against the principal debtor or the lat-
ter has relocated his domicile abroad and can no longer be sued in Swit-
zerland, or legal action against him in foreign courts has been substan-
tially impeded as a result of such relocation. Where a composition
agreement has been concluded, the surety may be sued for the remitted
portion of the principal obligation immediately on the entry into force
of the composition agreement.
4 Agreements to the contrary are reserved.
Art. 496
2. Joint and sev-
eral surety
1 Where a person stands surety for an obligation by appending the words
“joint and several” or an equivalent phrase, the creditor may resort to
him before suing the principal debtor and before realising property
given in pledge provided the principal debtor has defaulted on his debt
payments and has been issued with payment reminders to no avail or is
manifestly insolvent.
2 The creditor may resort to the surety before realising pledged chattels
and debts only to the extent that these are deemed by the court unlikely
to cover the debt or where such sequence was agreed or where the debtor
has been declared bankrupt or obtained a debt restructuring moratorium.
Art. 497
3. Co-surety 1 Where two or more persons stand surety for a single divisible principal
obligation, each of them is liable as simple surety for his share and as
collateral surety for the shares of the others.
2 Where they have assumed joint and several liability by agreement with
the principal debtor or among themselves, each of them is liable for the
whole obligation. However, a co-surety may refuse to pay more than his
share where debt enforcement proceedings have not been commenced
179 / 542
against all other jointly and severally liable co-sureties who entered into
the contract of surety before him or at the same time and who may be
sued for the obligation in Switzerland. He has the same right if his co-
sureties have paid their share or furnished real security. Unless other-
wise agreed, a co-surety who has paid his share has a right of recourse
against other jointly and severally liable co-sureties to the extent that
each of them has not yet paid his share. This right may be exercised
before recourse against the principal debtor.
3 Where it was apparent to the creditor that the surety entered into the
contract on condition that others would stand surety with him for the
same principal obligation, the surety is released if such condition is not
fulfilled or if subsequently one of the co-sureties is released from his
liability by the creditor or if his undertaking is declared invalid. In this
last case the court may also, on grounds of equity, simply adjudicate that
the surety’s liability be reduced by an appropriate amount.
4 Where several persons have independently agreed to stand surety for
the same principal obligation, each of them is liable for the whole
amount of his own commitment. However, unless otherwise agreed, a
surety who pays such amount has a right of recourse against the others
for their respective shares.
Art. 498
4. Collateral
surety and coun-
1 A collateral surety who stands surety to the creditor for performance
ter-surety of the obligation assumed by the primary surety is liable together with
the latter in the same way as a simple surety is liable with the principal
debtor.
2 A counter-surety stands surety for the right of recourse against the
debtor accruing to the primary surety who honours his commitment.
Art. 499
II. Common pro-
visions
1 In all cases, the surety’s liability is limited to the maximum amount
1. Relationship indicated in the surety bond.
between the
surety and the 2 Unless otherwise agreed, he is liable up to this limit for:
creditor
a. Scope of lia- 1. the amount of the principal obligation, including the legal con-
bility
sequences of any fault or default on the part of the principal
debtor, but not for damage resulting from the extinction of the
contract and any contractual penalty unless this was expressly
agreed;
2. the costs of debt enforcement proceedings and legal action
brought against the principal debtor, provided that the surety
was given timely opportunity to avoid them by satisfying the
creditor, and, where applicable, for the costs of delivering
pledges and transferring liens;
180 / 542
3. interest at the contractually agreed rate up to a maximum of the

interest payable for the current year and the previous year or,
where applicable, for the annual payments due for the current
year and the previous year.
3 Unless otherwise provided by the contract or dictated by the circum-
stances, the surety is liable only for the principal debtor’s obligations
arising after the contract of surety was concluded.
Art. 500
b. Reduction of
liability by court
1 Unless otherwise agreed at the outset or by subsequent amendment,
order the amount for which a surety who is a natural person is liable decreases
every year by three per cent or, where the claim is secured by mortgage,
by one per cent of the original maximum liability. In all cases where the
surety is a natural person, the amount decreases in at least the same pro-
portion as the obligation.
2 This does not apply to contracts of surety in favour of the Confedera-
tion or its public institutions or in favour of a canton for the performance
public law obligations such as customs duties, taxes and the like, and
for freight charges, or to contracts of surety for the performance of offi-
cial and civil service obligations or for obligations of variable amount,
such as current accounts and contracts for delivery by instalments, and
for periodic, recurrent obligations.
Art. 501
c. Resort to the
surety
1The creditor may not apply to the surety in respect of the principal
obligation before the date fixed for its payment even if such date is
brought forward following the principal debtor’s bankruptcy.
2Under a contract of surety of any type, in exchange for furnishing real
security, the surety may request that the court suspend the debt enforce-
ment proceedings against him until all pledges have been realised and a
definitive certificate of loss has been issued against the principal debtor
or a composition agreement has been concluded with the creditors.
3 Where the principal obligation may not fall due without notice being
served by the creditor or the principal debtor, the time limit for the surety
does not commence until the date on which he receives such notice.
4 Where the obligation of a principal debtor residing abroad is annulled
or restricted by foreign legislation, such as by provisions relating to
clearing systems or a ban on currency transfers, a surety resident in
Switzerland may also rely on such legislation unless he has waived this
defence.
181 / 542
Art. 502
d. Defences 1 The surety is entitled and obliged to plead against the creditor all de-
fences open to the principal debtor or his heirs which are not based on
the insolvency of the principal debtor. Suretyship for obligations that
are not binding on the principal debtor owing to error or incapacity to
make a contract or for time-barred obligations is reserved.
2 Where the principal debtor waives a defence that is open to him, the
surety may nevertheless plead it.
3Where the surety fails to plead defences open to the principal debtor,
he forfeits his right of recourse to the extent that such defences would
have released him from liability unless he can prove that he was una-
ware of them through no fault of his own.
4 A person who stands surety for an obligation that is not actionable
because it stems from gambling or betting may plead the same defences
as are open to the principal debtor even if he was aware of that defect.
Art. 503
e. Creditor’s
duty of diligence
1 Where the liens and other securities and preferential rights furnished
and duty to re- when the contract of surety is concluded or subsequently obtained from
lease documents
and pledges the principal debtor for the specific purpose of securing the claim under
surety are reduced by the creditor to the detriment of the surety, the lat-
ter’s liability is decreased by an equal amount unless it can be proven
that the damage is less. Claims for restitution of the over-paid amount
are unaffected.
2 Moreover, in the case of contracts of surety for the performance of
official and civil service obligations, the creditor is liable to the surety
if, as a result of his failure to supervise the employee as required or to
act with the diligence that could reasonably be expected of him, the ob-
ligation arose or increased to an extent that it would not have otherwise
reached.269
3 On being satisfied by the surety, the creditor is required to furnish him
with such documents and information as are required to exercise his
rights. The creditor must also release to him the liens and other securities
furnished when the contract of surety was concluded or subsequently
obtained from the principal debtor for the specific purpose of securing
the claim under surety or must take the requisite measures to facilitate
their transfer. This does not apply to liens and rights of pledge held by
the creditor in relation to other claims where they take precedence over
those of the surety.
182 / 542
4 Where the creditor refuses without just cause to take such measures or
has alienated the available evidence or the pledges and other securities
for which he is responsible in bad faith or through gross negligence, the
surety is released from his liability. He may demand the return of sums
already paid and seek compensation for any further damage incurred.
Art. 504
f. Right to de-
mand acceptance
1 As soon as the principal obligation falls due, even as a result of the
of payment bankruptcy of the principal debtor, the surety may at any time demand
that the creditor accept satisfaction from him. Where several persons
stand surety for an obligation, the creditor is obliged to accept even a
part payment, provided it at least equals the share of the surety offering
payment.
2 Where the creditor refuses without just cause to accept payment, the
surety is released from his liability. In this event the liability of all other
jointly and severally liable co-sureties is decreased by the amount of his
share.
3 If the creditor is prepared to accept satisfaction, the surety may pay
him even before the principal obligation falls due. However, the surety
has no right of recourse against the principal debtor until the obligation
falls due.
Art. 505
g. Creditor’s
duty to notify
1 Where the debtor is six months in arrears in the payment of capital,
and to register interest accrued over half a year or an annual repayment, the creditor
his claim in
bankruptcy and must notify the surety. The creditor must inform the surety of the status
composition pro-
ceedings
of the principal obligation on request.
2 In the event of bankruptcy or composition proceedings concerning the
principal debtor, the creditor must register his claim and do everything
conscionable to safeguard his rights. He must inform the surety of the
bankruptcy or debt restructuring moratorium as soon as he himself
learns of it.
3 Should the creditor fail to take any of these actions, he forfeits his
claims against the surety to the extent of any damage to the latter result-
ing from such failure.
Art. 506
2. Relationship
between surety
The surety may require that the principal debtor furnish security and
and principal demand his release from liability once the principal obligation falls due:
debtor
a. Right to secu- 1. where the principal debtor breaches the agreements made with
rity and release
the surety, and in particular his promise to release the surety by
a certain date;
183 / 542
2. where the principal debtor is in default or has relocated his dom-

icile abroad and legal action against him in foreign courts has
been substantially impeded as a result;
3. where the surety faces substantially greater risks than when he
agreed to offer the surety because of a deterioration in the prin-
cipal debtor’s financial situation, a decrease in the value of the
security furnished or the fault of the principal debtor.
Art. 507
b. Surety’s right
of recourse
1 The surety is subrogated to the creditor’s rights to the extent that he
aa. In general has satisfied him. The surety may exercise these as soon as the obliga-
tion falls due.
2 However, unless otherwise agreed, he is subrogated only to those liens
and other securities which had been furnished when the contract of
surety was concluded or were subsequently obtained from the principal
debtor for the specific purpose of securing the claim. If on paying only
part of the debt the surety is subrogated to only part of a lien, the part
remaining with the creditor takes precedence over that of the surety.
3 Special claims and defences arising from the legal relationship be-
tween the surety and the principal debtor are reserved.
4Where a pledge securing a claim under surety is realised or the owner
of the pledge pays voluntarily, he may only have recourse against the
surety for such payment where an agreement to this effect was reached
between the pledgor and the surety or the pledge was given subsequently
by a third party.
5The prescriptive period for the surety’s right of recourse commences
on satisfaction of the creditor by the surety.
6 The surety has no right of recourse against the principal debtor for
payment of any obligation that is not actionable or not binding on the
principal debtor as a result of error or incapacity to make a contract.
However, if he has assumed liability for a time-barred obligation at the
behest of the principal debtor, the latter is liable to him pursuant to the
provisions governing mandates.
Art. 508
bb. Surety’s duty
to notify
1Where the surety pays the principal obligation in full or in part, he
must notify the principal debtor.
2 If he fails to do so and the principal debtor pays it again because he
was not and could not be expected to be aware of the surety’s payment,
the surety forfeits his right of recourse against the principal debtor.
3This does not affect any claim against the creditor for unjust enrich-
ment.
184 / 542
Art. 509
C. Termination
of the contract of
1 The surety is released as soon as the principal obligation is extin-
surety guished for whatever reason.
I. By operation
of law 2 Where the same person is both principal debtor and surety, the creditor
retains the special privileges conferred by the contract of surety.
3 Any surety given by a natural person is extinguished once twenty years
have elapsed from the date on which the contract was entered into. This
does not apply to contracts of surety in favour of the Confederation or
its public institutions or in favour of a canton for the performance of
public law obligations such as customs duties, taxes and the like, and
for freight charges, or to contracts of surety for the performance of offi-
cial and civil service obligations and for periodic, recurrent obligations.
4 During the final year of this period, the creditor may resort to the surety
even where a longer duration was agreed for the contract of surety, un-
less the surety has previously extended the contract or replaced it with
a new one.
5 The contract of surety may be extended by means of a written decla-
ration by the surety for an additional period of no more than ten years.
However, the written declaration is valid only if done no earlier than
one year before the contract expires.
6 Where the principal obligation becomes payable less than two years
before the contract of surety expires and the creditor was unable to give
notice to terminate it sooner, under a contract of surety of any type the
creditor is entitled to resort to the surety without prior recourse to the
principal debtor or the pledges. However, the surety has a right of re-
course against the principal debtor even before the principal obligation
becomes payable.
Art. 510
II. Fixed-term
contract of
1 A contract of surety for a future obligation may be revoked by the
surety; revoca- surety at any time by means of a written declaration to the creditor, pro-
tion
vided that the obligation has not yet arisen, where the principal debtor’s
financial situation has substantially deteriorated since the contract was
concluded or where it subsequently transpires that his financial situation
is substantially worse than the surety had in good faith assumed. Con-
tracts of surety for the performance of official and civil service obliga-
tions may no longer be revoked once the official or civil service rela-
tionship has come into being.
2 The surety is liable to compensate the creditor for any damage result-
ing from the fact that he relied in good faith on the contract of surety.
3 Where a contract of surety is concluded for a fixed term, the surety’s
liability is extinguished if the creditor fails to assert his claim at law
185 / 542
within four weeks of the expiry of such term and to pursue it without
significant interruption.
4 Where the obligation is not due at that juncture, the surety may exempt
himself from liability only by furnishing real security.
5 If he fails to do so, the contract of surety remains valid, subject to the
provision governing the maximum duration of contracts of surety, as if
the agreed duration had been until the obligation falls due.
Art. 511
III. Open-ended
contract of
1 Where a contract of surety is concluded for an indefinite term, once
surety the principal debtor’s obligation falls due the surety may, where action
may be brought only on such conditions, request that the creditor assert
his claim within a period of four weeks, instigate proceedings to realise
any existing pledges and pursue his claim without significant interrup-
tion.
2 In the case of claims that
fall due on expiry of a period of notice served
by the creditor, once one year has elapsed since the contract of surety
was concluded, the surety has the right to request that the creditor serve
notice and, once the obligation is due, exercise his rights in accordance
with para. 1.
3The surety is released if the creditor does not comply with such re-
quest.
Art. 512
IV. Contracts of 1 A contract of surety for the performance of official obligations con-
surety for offi-
cial and civil ser- cluded for an indefinite term may be terminated subject to one year’s
vice obligations
notice expiring at the end of a term of office.
2Where there is no fixed term of office, the surety may terminate the
contract by giving one year’s notice expiring at the end of a four-year
period commencing when the office was taken up.
3 A person standing surety for the performance of civil service obliga-
tions for an indefinite term has the same right to give notice of termina-
tion as under an open-ended contract of surety for official obligations.
4 Agreements to the contrary are unaffected.
Title Twenty-One: Gambling and Betting
Art. 513
A. No actionable
claim
1 Gambling and betting do not give rise to a claim.
186 / 542
2 The same applies to advances or loans knowingly made for the pur-
poses of gambling or betting and to contracts for difference and trans-
actions for delivery of commodities or securities that are speculative in
character.
Art. 514
B. Debentures
and voluntary
1 A promissory note or bill of exchange signed by the gambler or bettor
payment to cover the sum gambled or bet may not be enforced even following
delivery of the instrument, subject to the rights that securities confer on
bona fide third parties.
2 A voluntary payment may be reclaimed only where the intended gam-
bling or betting activity could not take place as a result of chance occur-
rence or the actions of the recipient, or where the latter has committed
an impropriety.
Art. 515
C. Lotteries and
prize draws
1Lotteries and prize draws give rise to a claim only where they have
been approved by the competent authority.
2 In the absence of such approval, the claim is treated as a gambling
claim.
3 Lotteries or draws authorised abroad do not enjoy legal protection in
Switzerland unless the competent Swiss authority has authorised the
sale of tickets.
Art. 515a270
D. Gambling in
casinos, loans
Games of chance in casinos give rise to claims where they take place in
from casinos a casino licensed by the competent authority.
Title Twenty-Two:
Life Annuity and the Lifetime Maintenance Agreements
Art. 516
A. Life annuity
agreement
1 A life annuity may be created for the lifetime of the annuitant, the
I. Nature grantor or a third party.
2 In the absence of any specific agreement, the presumption is that it is
settled for the life of the annuitant.
3Unless otherwise agreed, an annuity settled for the life of the grantor
or of a third party passes to the heirs of the annuitant.
270 Inserted by Annex No 5 to the Gambling Act of 18 Dec. 1998, in force since 1 April 2000
(AS 2000 677; BBl 1997 III 145).
187 / 542
Art. 517
II. Formal re-
quirement
The life annuity agreement is valid only if done in writing.
Art. 518
III. Rights of the
annuitant
1 Unless otherwise agreed, the life annuity is payable every six months
1. Exercise of in advance.
entitlement
2 If the person on whom the life annuity is settled dies before the end of
the period for which it is payable in advance, the grantor owes the full
amount.
3 If the grantor is declared bankrupt, the annuitant may assert his enti-
tlements by bringing a capital claim for the amount that would be re-
quired at the time the grantor is declared bankrupt to establish an equiv-
alent contract of annuity with a reputable annuity institution.
Art. 519
2. Assignment271 1 Unless otherwise agreed, the life annuitant may assign his rights.
2 ...272
Art. 520
IV. Life annui-
ties under the
The provisions of this Code governing life annuity agreements do not
law governing apply to life annuity agreements subject to the Federal Act of 2 April
insurance poli-
cies 1908273 on Insurance Policies, with the exception of the provision gov-
erning withdrawal of annuity entitlements.
Art. 521
B. Lifetime
maintenance
1 A lifetime maintenance agreement is a contract in which the benefi-
agreement ciary undertakes to transfer an estate or individual assets to the settlor
I. Definition in return for an undertaking to provide maintenance and care for his life-
time.
2 If the settlor is appointed heir to the beneficiary, the entire relationship
is subject to the provisions governing contracts of succession.
Art. 522
II. Conclusion 1 The lifetime maintenance agreement must be done in the same form
1. Form
as a contract of succession, even where it does not involve the designa-
tion of an heir.
271 Amended by Annex No 6 to the FA of 16 Dec. 1994, in force since 1 Jan. 1997
(AS 1995 1227; BBl 1991 III 1).
272 Repealed by Annex No 6 to the FA of 16 Dec. 1994, with effect from 1 Jan. 1997
(AS 1995 1227; BBl 1991 III 1).
273 SR 221.229.1
188 / 542
2 However, where it is concluded with a licensed care home on condi-

tions approved by the competent authority, written form is sufficient.
Art. 523
2. Security A beneficiary who transfers land to the other party retains a statutory
lien on the property as security for his claims in the same manner as a
seller.
Art. 524
III. Content 1 The beneficiary becomes part of the settlor’s household and the settlor
is obliged to provide him such benefits as he might reasonably expect
to receive in the light of the value of the assets transferred and his pre-
vious standard of living.
2The settlor is obliged to provide the beneficiary with appropriate ac-
commodation and maintenance and, in the event of his illness, with the
necessary care and medical treatment.
3Subject to approval by the competent authority, care homes may adopt
house rules whereby such benefits are incorporated as generally binding
contractual terms.
Art. 525
IV. Challenge
and reduction
1 A lifetime maintenance agreement may be challenged by persons to
whom the beneficiary has a legal duty of maintenance where conclusion
of the agreement would deprive the beneficiary of the means of dis-
charging such duty.
2Instead of rescinding the agreement, the court may order the settlor to
maintain such persons, with any such maintenance being brought into
account against the benefits owed to the beneficiary under the lifetime
maintenance agreement.
3 Actions in abatement by heirs and legal challenges by creditors are
reserved.
Art. 526
V. Termination 1 The lifetime maintenance agreement may be terminated by either party
1. Notice
at any time subject to six months’ notice, where according to the agree-
ment the performance of one party is substantially greater in value than
that of the other and the party benefiting from such imbalance cannot
show that the other intended it as a gift.
2 The decisive criterion here is the relation between the capital and the
life annuity according to the principles applied by any reputable annuity
institution.
189 / 542
3 Performance already rendered at the time of termination is returned

after its capitalised value plus interest has been set off.
Art. 527
2. Unilateral ter-
mination
1 Either party may unilaterally terminate the agreement where the rela-
tionship has become unconscionable as a result of breach of contractual
obligations or where other good cause has rendered its continuation ex-
ceedingly difficult or impossible.
2 Where the agreement is terminated on such grounds, the party at fault
must pay adequate compensation to the innocent party in addition to
returning the performance received.
3 Instead of rescinding the agreement, at the request of one party or of
its own accord the court may dissolve the joint household and award a
life annuity to the beneficiary by way of compensation.
Art. 528
3. Termination
on the death of
1 On the death of the settlor the beneficiary may within one year insist
the settlor that the agreement be terminated.
2In this event, he has a claim against the heirs equivalent to the claim
he would have in the event of the settlor’s bankruptcy.
Art. 529
VI. Non-trans- 1 The beneficiary’s claim is non-transferable.
ferable claim, as-
serting claim in 2 In the event of the settlor’s bankruptcy, the beneficiary has a claim
the event of
bankruptcy and
seizure
equivalent to the capital that would be required to acquire from a repu-
table annuity institution a life annuity equal in value to the benefits owed
to him by the settlor.
3 In the case of debt enforcement by attachment, the beneficiary may
participate in the attachment in respect of this claim without need to
bring prior enforcement proceedings.
Title Twenty-Three: The Simple Partnership
Art. 530
A. Definition 1 A partnership is a contractual relationship in which two or more per-
sons agree to combine their efforts or resources in order to achieve a
common goal.
2 A simple partnership within the meaning of this Title is any partnership
that does not fulfil the distinctive criteria of any of the other types of
partnership codified herein.
190 / 542
Art. 531
B. Relationship
between partners
1 Each partner must make a contribution, which may be money, objects,
I. Contributions claims or labour.
2 Unless otherwise agreed, contributions must be equal and of the nature
and size required to achieve the partnership’s purpose.
3 The bearing of risk by and warranty obligations of the partners are
governed mutatis mutandis by the rules on leases where a contribution
involves the transfer by an individual partner of the use of an object, and
by the rules governing contracts of sale where it involves transfer of
title.
Art. 532
II. Profit and loss Each partner is obliged to share with his fellow partners any profit which
1. Profit sharing
by nature belongs to the partnership.
Art. 533
2. Participation
in profits and
1 Unless otherwise agreed, each partner has an equal share in profits and
losses losses regardless of the nature and amount of his contribution.
2 Where only the partner’s share in the profits or his share in the losses
is agreed, such agreement applies to both.
3 It is permitted to agree that a partner whose contribution to the com-
mon purpose consists of labour will participate in the profits but not in
the losses.
Art. 534
III. Partnership
resolutions
1 Partnership resolutions are made with the consent of all partners.
2Where the partnership agreement provides for resolutions to be passed
by majority vote, it is defined as a numerical majority of the partners.
Art. 535
IV. Management
of partnership
1All partners have the right to manage the partnership unless the task is
business entrusted exclusively to one or more partners or to third parties by agree-
ment or resolution.
2 Where all or several partners have the right to manage the partnership,
each of them may act without the involvement of the others, although
every other partner authorised to manage the partnership has the right to
object to and thereby forestall any management action before it is car-
ried out.
3The unanimous consent of all the partners is required to appoint a gen-
eral attorney or to carry out transactions which transcend the scope of
ordinary business, unless there is risk in delay.
191 / 542
Art. 536
V. Liability be-
tween partners
No partner may carry out transactions for his own benefit which thwart
1. Prohibition of or obstruct the purpose of the partnership.
competition
Art. 537
2. Claims arising
from partnership
1 Where one partner incurs expenses or contracts liabilities in connec-
activities tion with affairs conducted on behalf of the partnership or suffers losses
as a direct consequence of his management activities or the intrinsically
associated risks, the other partners share his liability.
2 A partner who makes cash advances on behalf of the partnership may
claim interest as of the date on which they were made.
3 By contrast, he is not entitled to remuneration for his personal services.
Art. 538
3. Due diligence 1Each partner must conduct partnership affairs with the diligence and
care that he would normally devote to his own affairs.
2 He is liable to the other partners for any damage caused through his
fault and may not set off against such damage the benefits obtained for
the partnership in his other activities.
3 Managing partners who are remunerated for their management ser-
vices are liable in accordance with the provisions governing mandates.
Art. 539
VI. Withdrawal
and restriction of
1The management authority granted to one of the partners under the
management au- partnership agreement may not be withdrawn or restricted by the other
thority
partners without good cause.
2 Where good cause exists, authority may be withdrawn by each of the
other partners even where the partnership agreement provides other-
wise.
3In particular, good cause is deemed to exist where the managing part-
ner is guilty of a serious breach of his duties or has become incapable of
proper management of the partnership’s affairs.
Art. 540
VII. Managing
partners and
1 Unless this Title or the partnership agreement provides otherwise, the
other partners relationship between the managing partners and the other partners is
1. In general subject to the provisions governing mandates.
2 Where a partner who lacks management authority conducts business
on the partnership’s behalf or a managing partner exceeds his manage-
ment authority, the provisions governing agency without authority ap-
ply.
192 / 542
Art. 541
2. Right to infor-
mation on the af-
1 A partner who lacks management authority has the right to receive
fairs of the part- information on the status of the partnership’s affairs, to inspect its books
nership
and documents and to obtain a summary statement of its financial posi-
tion for his personal information.
2 Any contrary agreement is void.
Art. 542
VIII. Admission
of new partners
1 No partner may admit a third party into the partnership without the
and sub-partici- consent of the other partners.
pation
2 Where a partner unilaterally grants a third party a participation in his
own share in the partnership or assigns his entire share to the third party,
the latter does not become a partner and in particular does not acquire
any right to information on partnership affairs.
Art. 543
C. Relationship
between partners
1 A partner who deals with a third party on behalf of the partnership but
and third parties in his own name acquires rights and obligations as against that third
I. Representation party in a purely individual capacity.
2Where a partner deals with a third party in the name of the partnership
or all the partners, the other partners acquire rights and obligations as
against that third party only to the extent envisaged by the provisions
governing representation.
3 A partner is presumed empowered to represent the partnership or all
the partners in dealings with third parties as soon as management au-
thority is conferred on him.
Art. 544
II. Effects of rep- 1
resentation
Objects, rights in rem and claims transferred to or acquired for the
partnership belong jointly to the partners as stipulated in the partnership
agreement.
2 Unless otherwise provided in the partnership agreement, the creditors
of a partner may claim only the share in the proceeds of liquidation of
that partner by way of satisfaction.
3 Subject to contrary agreement, partners are jointly and severally liable
for obligations to third parties contracted jointly or through representa-
tives.
193 / 542
Art. 545
D. Dissolution 1 The partnership is dissolved:
I. Grounds for
dissolution 1. where the purpose of the partnership has been achieved or be-
1. In general
come impossible to achieve;
2. on the death of one of the partners, unless it was previously
agreed that the partnership would continue with his heirs;
3.274 where the share in the proceeds of liquidation of a partner is
subject to compulsory sale or one of the partners is declared
bankrupt or made subject to a general deputyship;
4. by unanimous decision of the partners;
5. on expiry of the period for which the partnership was estab-
lished;
6. by notice of termination served by one of the partners, where
such right was reserved in the partnership agreement or the part-
nership was established for an indefinite duration or for the life-
time of one of the partners;
7. by court275 judgment in cases of dissolution for good cause.
2The dissolution of the partnership may be requested for good cause
before the duration of the partnership agreement expires or, where it was
established for an indefinite duration, with immediate effect.
Art. 546
2. Partnership of
indefinite dura-
1 Where the partnership was established for an indefinite duration or for
tion the lifetime of one of the partners, each partner may terminate the part-
nership by giving six months’ notice.
2 Notice must be given in good faith and not at an inopportune juncture
and, where an annual accounting period is envisaged, it must expire at
the end of a financial year.
3 Where on expiry of the term for which it had been established the
partnership is tacitly continued, it is deemed renewed for an indefinite
duration.
Art. 547
II. Effect of dis-
solution on busi-
1 Where the partnership is dissolved for any reason other than notice of
ness manage- termination, a partner retains his authority to manage the partnership’s
ment
business until he learns of the dissolution or ought to have learned of it
had he shown due diligence.
275 Amendment not relevant to the English text.
194 / 542
2Where the partnership is dissolved on the death of a partner, the heir

of the deceased must inform the other partners of his death without delay
and continue in good faith to attend to the partnership affairs of the de-
ceased until the requisite arrangements have been made.
3 Theother partners must likewise continue to manage the partnership’s
business in the interim.
Art. 548
III. Liquidation 1 Contributions to the partnership do not simply revert to those who
1. Treatment of
contributions made them in the liquidation that the partners must carry out after the
partnership is dissolved.
2 However, each partner is entitled to the value for which his contribu-
tion was accepted.
3 Where no such value was determined, his claim is for the value of the
contribution at the time it was made.
Art. 549
2. Division of
surplus and defi-
1Where a surplus remains after satisfaction of partnership debts, reim-
cit bursement of the expenses incurred and advances made by each partner
and return of the value of contributions, it is divided as profit among the
partners.
2 Where, after satisfaction of debts and the reimbursement of expenses
and advances, the partnership’s assets are not sufficient to cover the re-
turn of contributions, the shortfall is borne equally by the partners as a
loss.
Art. 550
3. Liquidation
method
1 The liquidation following the dissolution of the partnership must be
carried out jointly by all partners, including those without management
authority.
2 However, where the partnership agreement related only to certain spe-
cific transactions to be carried out by one partner in his own name but
on behalf of the partnership, that partner must carry out such transac-
tions and give account of them to the other partners even after the part-
nership has been dissolved.
Art. 551
IV. Liability to-
wards third par-
The dissolution of the partnership does not affect obligations entered
ties into with third parties.
195 / 542
Division Three:
Commercial Enterprises and the Cooperative276
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
Art. 552
A. Commercial
partnerships
1 A general partnership is a partnership in which two or more natural
persons join together without limiting their liability towards creditors of
the partnership in order to operate a trading, manufacturing or other
form of commercial business under one business name.
2 The members of the partnership must have it entered in the commercial
register.
Art. 553
B. Non-commer-
cial partnerships
Where a partnership does not operate a commercial business, it does not
exist as a general partnership until it has itself entered in the commercial
register.
Art. 554277
C. Entry in the
commercial reg-
The partnership must be registered in the commercial register for the
ister place where its seat is located.
I. Place of regis-
tration
Art. 555
II. Representa-
tion
The only details concerning arrangements for representation that are ad-
missible for entry in the commercial register are those which limit it to
one partner or specified partners or which provide for representation of
the partnership by one partner acting jointly with other partners or with
persons vested with a registered power of attorney.
Art. 556
III. Formal re-
quirements
1 All applications to have facts entered or entries modified must be
signed by all the partners in person at the commercial register office or
submitted in writing bearing duly authenticated signatures.
276 Amended by Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl
1928 I 205, 1932 I 217). See also the Final and Transitional Provisions of of Titles XXIV
to XXXIII, at the end of this Code.
277 Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and
Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial
Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148,
2004 3969).
196 / 542
2 Partners who are to represent the partnership must enter the partner-
ship’s business name and their own signature in person at the commer-
cial register office or submit these in a duly authenticated form.
Section Two: Relationship between Partners
Art. 557
A. Freedom of
contract, refer-
1The relationship between the partners is primarily determined by the
ence to simple partnership agreement.
partnership
2Unless otherwise agreed, the provisions governing simple partnerships
apply subject to the modifications set out in the following provisions.
Art. 558
B. Financial re-
porting278
1 For each financial year, the profit or loss and each partner’s share
thereof are determined on the basis of the annual accounts.279
2 The interest on each partner’s share of the capital may be credited to
that partner as provided in the agreement even if that share has been
reduced by the loss for that financial year. Unless otherwise agreed, the
interest rate is four per cent.
3When calculating the profit or loss, the contractual fee for the work
done by a partner is treated as a debt of the partnership.
Art. 559
C. Entitlement to
profit, interest
1Each partner has the right to draw profit, interest and fees for the pre-
and fees vious financial year from the partnership’s funds.
2 Where so provided under the agreement, interest and fees may be
drawn during the financial year, whereas profit may not be drawn until
the annual report has been approved.280
3Any profit, interest and fees not drawn by the partner are added to his
share of the partnership’s capital once the annual report has been ap-
proved, provided that none of the other partners objects.281
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
197 / 542
Art. 560
D. Losses 1 Where a partner’s share of the capital has been reduced by losses, he
remains entitled to his fees and the interest on his reduced share but may
receive his share of the profit only when his share of the capital has been
reconstituted.
2 No partner is obliged to make a higher contribution than stipulated in
the agreement or to make good any reduction in his contribution caused
by losses.
Art. 561
E. Prohibition of
competition
Without the consent of the other partners, no partner may engage in the
line of business in which the partnership operates either for his own ac-
count or for third parties or participate in another business as a partner
with unlimited liability, a limited partner or a member of a limited lia-
bility company.
Section Three:
Relationship between the Partnership and Third Parties
Art. 562
A. In general The partnership may acquire rights, assume obligations, sue and be sued
in its own name.
Art. 563
B. Representa-
tion
Unless the commercial register contains an entry to the contrary, bona
I. General princi- fide third parties may safely assume that any partner has authority to
ple represent the partnership.
Art. 564
II. Scope 1Any partner entitled to represent the partnership is authorised to carry
out in the partnership’s name all transactions that serve the partnership’s
objects.
2Any restriction of the scope of such authority to represent the partner-
ship has no effect as against bona fide third parties.
Art. 565
III. Withdrawal 1Authority to represent the partnership may be withdrawn from a part-
ner for good cause.
2Where a partner makes a prima facie case for the existence of good
cause and there is risk in delay, on his application the court may issue
198 / 542
an interim order withdrawing authority to represent the partnership. The

court’s order must be entered in the commercial register.
Art. 566
IV. Registered
power of attor-
A registered attorney or commercial agent may be appointed to manage
ney and com- the business of the partnership as a whole only with the consent of all
mercial agency
partners authorised to represent the partnership, but such appointment
may be revoked as against third parties by any one of them.
Art. 567
V. Transactions
and liability in
1The partnership acquires rights and assumes obligations by the trans-
tort actions concluded in its name by any partner authorised to represent it.
2For such effect to occur, it is sufficient that the intention to act on be-
half of the partnership can be inferred from the circumstances.
3The partnership is liable in damages for any tort committed by a part-
ner in the exercise of his partnership function.
Art. 568
C. Position of
creditors
1 The partners are jointly and severally liable with their entire assets for
I. Partners’ lia- all obligations of the partnership.
bility
2 Any contrary agreement between partners is void as against third par-
ties.
3However, a partner may not be held personally liable for a partnership
debt, even after he leaves the partnership, unless he has been declared
bankrupt or the partnership has been dissolved or debt enforcement pro-
ceedings have been brought against it without success. This does not
apply to a partner’s liability under a joint and several contract of surety
concluded in favour of the partnership.
Art. 569
II. Liability of
new partners
1A person joining a general partnership is jointly and severally liable
with his entire assets together with the other partners even for the part-
nership’s obligations that predate his accession.
2 Any contrary agreement between partners is void as against third par-
ties.
Art. 570
III. Insolvency of 1
the partnership
The partnership’s creditors are entitled to satisfaction from the part-
nership’s assets to the exclusion of the personal creditors of the individ-
ual partners.
199 / 542
2 Partners have no claim as creditors in insolvency for their capital con-

tributions and accrued interest, but may assert claims for interest already
due, fees and any expenses incurred on the partnership’s behalf.
Art. 571
IV. Insolvency
of the partner-
1 The insolvency of the partnership does not result in the bankruptcy of
ship and bank- the partners.
ruptcy of the
partners 2 Likewise, the bankruptcy of one of the partners does not result in the
insolvency of the partnership.
3The rights of partnership creditors in the event of the bankruptcy of a
partner are governed by the Debt Collection and Bankruptcy Act of 11
April 1889282.
Art. 572
D. Position of
personal credi-
1The personal creditors of a partner have no rights to the partnership’s
tors of partners assets for the purposes of satisfying or securing their claims.
2 Enforcement proceedings brought by them are limited to the interest,
fees, profit and share in the proceeds of liquidation payable to their
debtor in his capacity as partner.
Art. 573
E. Set off 1A personal creditor of a partner may not set off his claim against a debt
owed to the partnership.
2Similarly, a partner may not set off a debt to a personal creditor against
any debt owed by the creditor to the partnership.
3 However, where a partnership creditor is simultaneously the personal
debtor of a partner, the two debts may be set off against each other pro-
vided the partner may be held personally liable for any resulting debt to
the partnership.
Section Four: Dissolution and Withdrawal
Art. 574
A. In general 1 The partnership is dissolved by the commencement of insolvency pro-
ceedings against it. In other respects, the provisions governing simple
partnerships apply to dissolution except where otherwise provided in
this Title.
2Other than in the event of insolvency, the partners must report the dis-
solution to the commercial registrar.
282 SR 281.1
200 / 542
3Where an action for dissolution of the partnership is brought, on ap-

plication by one of the parties the court may order provisional measures.
Art. 575
B. Termination 1 In the event of the bankruptcy of a partner, the bankruptcy administra-
by personal cred-
itors tion may petition for dissolution of the partnership by giving at least six
months’ notice even where the partnership was formed for a fixed term.
2The same right accrues to a creditor who has attached the share in the
proceeds of liquidation of a partner indebted to him.
3 However, until such dissolution has been entered in the commercial
register, the partnership or the other partners may prevent the notice
from taking effect by satisfying the bankrupt estate or the creditor pur-
suing his claim.
Art. 576
C. Withdrawal of
partners
Where the partners agreed prior to dissolution that, notwithstanding the
I. Agreement withdrawal of one or more partners, the partnership will be continued
by the remaining partners, it ceases to exist only for those that leave; in
other respects it continues with all existing rights and obligations.
Art. 577
II. Exclusion by
court order
Where there is good cause for the dissolution of the partnership that per-
tains chiefly to the person of one or more partners, at the request of all
the other partners the court may rule that the partner or partners in ques-
tion be excluded from the partnership and that their shares of the part-
nership’s assets be allocated to them.
Art. 578
III. Exclusion by
the other part-
Where a partner is declared bankrupt or a creditor who has attached the
ners share in the proceeds of liquidation of a partner indebted to him requests
that the partnership be dissolved, the other partners may exclude the
partner in question and allocate his share of the partnership’s assets to
him.
Art. 579
IV. In the case of 1
two partners
Where the partnership comprises two partners only, the partner who
has not given rise to any cause for dissolution may, on the same condi-
tions, continue the partnership’s affairs and allocate the other partner’s
share of the partnership’s assets to him.
2 The court may issue an order to the same effect where dissolution has
been requested for good cause pertaining chiefly to the person of one of
the partners.
201 / 542
Art. 580
V. Determining
the share
1The amount payable to a partner leaving the partnership is determined
by agreement.
2 Where no provision is made on this matter in the partnership agree-
ment and the parties cannot reach agreement, the court determines the
amount with due regard to the asset position of the partnership at the
time the partner leaves and any fault attributable to the departing part-
ner.
Art. 581
VI. Registration The departure of a partner and the continuation of the partnership’s af-
fairs by one of the partners must be entered in the commercial register.
Art. 581a283
D. Defects in the In the case of defects in the required organisation of the general partner-
organisation of
the partnership ship the provision of the law on companies limited by shares apply mu-
tatis mutandis.
Section Five: Liquidation
Art. 582
A. General prin-
ciple
Following its dissolution, the partnership is liquidated in accordance
with the following provisions, unless the partners have agreed on an al-
ternative approach or the partnership’s assets are subject to insolvency
proceedings.
Art. 583
B. Liquidators 1 The liquidation is carried out by the partners who are authorised to
represent the partnership, unless they are prevented from so doing for
reasons pertaining to their person or the partners agree to appoint other
liquidators.
2 At the request of a partner, for good cause the court may dismiss cer-
tain liquidators and appoint others to replace them.
3 The liquidators are entered in the commercial register, even where the
representation of the partnership remains unchanged.
283 Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since
1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
202 / 542
Art. 584
C. Representa-
tion of heirs
The heirs of a partner must appoint a joint representative for the purpose
of the liquidation.
Art. 585
D. Rights and
obligations of
1The liquidators wind up the dissolved partnership’s current business,
the liquidators discharge its obligations, call in all debts receivable and realise its assets
as required for the division thereof.
2 They represent the partnership in all transactions carried out for liqui-
dation purposes, are entitled to conduct legal proceedings, reach settle-
ments, conclude arbitration agreements and even, where required for
liquidation purposes, effect new transactions.
3 Where a partner objects to a decision by the liquidators to sell partner-
ship assets at an overall sale price or to their refusal of such a sale or to
the manner in which they intend to dispose of immovable property, at
his request the court will decide the matter.
4 The partnership is liable for any damage resulting from torts commit-
ted by a liquidator in the exercise of his function.
Art. 586
E. Provisional
distribution
1Funds and other assets not required during the liquidation are distrib-
uted among the partners on a provisional basis and brought into account
against their final share in the proceeds of liquidation.
2The funds required to cover disputed obligations or obligations not yet
due must be retained.
Art. 587
F. Division 1 The liquidators shall draw up a balance sheet at the beginning of the
I. Balance sheet
liquidation.
2Where the liquidation lasts for an extended period, interim accounts284
shall be drawn up every year.
Art. 588
II. Repayment of
capital and dis-
1 Assets remaining after redemption of all partnership debts are used
tribution of sur- first to repay the capital to the partners and then to pay interest accrued
plus
over the liquidation period.
2Any surplus is distributed among the partners in accordance with the
provisions governing partners’ shares in the profit.
284 Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in
the provisions specified in the AS.
203 / 542
Art. 589
G. Deletion from
the commercial
On completion of the liquidation, the liquidators apply to have the part-
register nership’s business name deleted from the commercial register.
Art. 590
H. Archiving of 1 The ledgers and other documents of the dissolved partnership are kept
ledgers and other
documents for ten years commencing on the date of the partnership’s deletion from
the commercial register at a location designated by the partners or, if
they cannot reach agreement, by the registrar.
2The partners and their heirs retain the right to inspect the ledgers and
other documents.
Section Six: Prescription
Art. 591
A. Object and
prescriptive pe-
1 Claims of partnership creditors against a partner for partnership debts
riod prescribe five years after the notice of his withdrawal or of the dissolu-
tion of the partnership is published in the Swiss Official Gazette of
Commerce, unless the debt is by its nature subject to a shorter prescrip-
tive period.
2Where the debt does not fall due until after such notice, the prescriptive
period commences on the due date.
3 Prescription does not apply to claims between partners.
Art. 592
B. Special cases 1 The five-year prescriptive period may not be invoked against a creditor
seeking satisfaction solely from undivided partnership assets.
2 Where a partner takes over the partnership’s business with all its assets
and liabilities, he may not invoke the five-year prescriptive period
against its creditors. By contrast, for partners who have left the partner-
ship, the five-year prescriptive period is replaced by the three-year pre-
scriptive period in accordance with the principles governing assumption
of debt; the same applies in the event that a third party takes over the
partnership’s business with all its assets and liabilities.285
Art. 593
C. Interruption An interruption of the prescriptive period as against an ongoing partner-
ship or another partner does not interrupt the prescriptive period as
against a departing partner.
285 Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023
(AS 2020 4005; 2022 109; BBl 2017 399).
204 / 542
Title Twenty-Five: The Limited Partnership

Section One: Definition and Formation
Art. 594
A. Commercial
partnerships
1 A limited partnership is a partnership in which two or more persons
join together in order to operate a trading, manufacturing or other form
of commercial business under a single business name in such a manner
that at least one person is a general partner with unlimited liability but
one or more others are limited partners liable only up to the amount of
their specific contributions.
2Partners with unlimited liability must be natural persons, but limited
partners may also be legal entities and commercial enterprises.
3 The partners must have the partnership entered in the commercial reg-
ister.
Art. 595
B. Non-commer-
cial partnerships
Where a limited partnership does not operate a commercial business, it
does not exist as a limited partnership until it has itself entered in the
commercial register.
Art. 596
C. Entry in the
commercial reg-
1The partnership must be registered in the commercial register for the
ister place where its seat is located.287
I. Place and con-
tributions in 2 ...288
kind286
3 Where the specific contributions of limited partners are made wholly
or partly in kind, the contribution in kind must be expressly referred to
as such and its precise value specified in the registration application and
in the entry in the commercial register.
Register and Business Names), in force since 1 Jan. 2008
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
288 Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and
Register and Business Names), with effect from 1 Jan. 2008
(AS 2007 4791; BBl 2002 3148, 2004 3969).
205 / 542
Art. 597
II. Formal re-
quirements
1 All applications to have facts entered or entries modified must be
signed by all the partners in person at the commercial register office or
submitted in writing bearing duly authenticated signatures.
2 Partners with unlimited liability who are to represent the partnership
must enter the partnership’s business name and their own signature in
person at the commercial register office or submit these in a duly au-
thenticated form.
Section Two: Relationship between Partners
Art. 598
A. Freedom of
contract, refer-
1The relationship between the partners is primarily determined by the
ence to general partnership agreement.
partnership
2 Unless otherwise agreed, the provisions governing general partner-
ships apply subject to the modifications set out in the following provi-
sions.
Art. 599
B. Management
of business
The partnership’s affairs are managed by the partner or partners with
unlimited liability.
Art. 600
C. Position of
limited partners
1A limited partner is by definition neither entitled nor obliged to man-
age the affairs of the partnership.
2Nor is he entitled to object to actions taken by managing partners,
providing these fall within the scope of the ordinary business activities
of the partnership.
3 He has the right to request a copy of the profit and loss account and
the balance sheet and to verify their accuracy by inspecting the partner-
ship’s ledgers and other documents or have them verified by an impar-
tial expert; in the event of dispute, the expert is appointed by the
court.289
Art. 601
D. Share in
profit and loss
1A limited partner’s participation in any loss is limited to the amount of
his specific contribution.
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
206 / 542
2In the absence of agreement on the limited partners’ share in profits

and losses, it is determined by the court at its discretion.
3 Where the limited partner’s specific contribution is not fully paid up
or has been subsequently reduced, he may receive the interest, profit and
fees due to him only when his contribution has been fully paid in or
reconstituted.
Section Three:
Relationship between the Partnership and Third Parties
Art. 602
A. In general The partnership may acquire rights, assume obligations, and sue and be
sued in its own name.
Art. 603
B. Representa-
tion
The partnership is represented by its general partner or partners in ac-
cordance with the rules governing general partnerships.
Art. 604
C. Liability of
general partners
A partner with unlimited liability may be sued for a partnership debt
only if the partnership has been dissolved or debt enforcement proceed-
ings have been brought against it without success.
Art. 605
D. Liability of
limited partners
A limited partner conducting business on behalf of the partnership with-
I. Acting for the out stating expressly that he is acting as its registered attorney or com-
partnership mercial agent is liable to bona fide third parties for obligations resulting
from such business as if he were a general partner.
Art. 606
II. Lack of regis-
tration
Where the partnership has engaged in business prior to being entered in
the commercial register, a limited partner is liable to bona fide third par-
ties for obligations resulting from such business as if he were a general
partner unless he can prove that the third parties were aware of the limits
to his liability.
Art. 607290
III. ...
290 Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from
1 July 2016 (AS 2016 1507; BBl 2014 9305).
207 / 542
Art. 608
IV. Scope of lia-
bility
1A limited partner is liable to third parties in the amount of his specific
contribution as entered in the commercial register.
2Where he has stated a higher amount to third parties or the partnership
has done so with his knowledge, he is liable up to such higher amount.
3 Creditors are at liberty to show that the value ascribed to contributions
in kind did not correspond to their real value at the time they were made.
Art. 609
V. Reduction of
limited partner’s
1 Where by agreement with the other partners or by means of withdraw-
specific contri- als a limited partner has reduced his specific contribution as entered in
bution
the commercial register or otherwise announced, such modification has
no effect as against third parties until it has been entered in the commer-
cial register and published.
2 For obligations contracted prior to such publication, the limited partner
remains liable in the unmodified amount.
Art. 610
VI. Creditors’
right of action
1For the duration of the partnership, its creditors have no right of action
against a limited partner.
2 If the partnership is dissolved, the creditors, liquidators and insolvency
administrators may request that the limited partner’s specific contribu-
tion be allocated to the liquidation or insolvency assets to the extent that
it has not been paid in or has been repaid to the limited partner.
Art. 611
VII. Entitlement
to interest and
1 Limited partners are entitled to interest and profit only where and to
profit the extent that payment thereof does not result in a reduction of their
specific contribution.
2 However, limited partners are required to repay interest and profit un-
lawfully received. Article 64 applies.291
Art. 612
VIII. Joining
limited partner-
1 A person joining a general or limited partnership as a limited partner
ships is liable with his specific contribution for all partnership liabilities in-
cluding those that were contracted prior to his accession.
2 Any agreement to the contrary between the partners is void as against
third parties.
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
208 / 542
Art. 613
E. Position of
personal credi-
1 The personal creditors of a general partner or a limited partner have no
tors rights to the partnership’s assets for the purposes of satisfying or secur-
ing their claims.
2Enforcement proceedings brought by them are limited to the interest,
profit and share in the proceeds of liquidation payable to their debtor
and any fees due to him in his capacity as partner.
Art. 614
F. Set off 1 Where a partnership creditor is simultaneously the personal debtor of
a limited partner, the creditor has no right to set off the two debts against
each other unless the limited partner has unlimited liability.
2In other respects, set off is subject to the provisions governing general
partnerships.
Art. 615
G. Insolvency 1 The insolvency of the partnership does not result in the bankruptcy of
I. In general
the partners.
2 Likewise, the bankruptcy of one of the partners does not result in the
insolvency of the partnership.
Art. 616
II. Insolvency of
the partnership
1The partnership’s creditors are entitled to satisfaction from the part-
nership’s assets to the exclusion of the personal creditors of the individ-
ual partners.
2 Limited partners have no claim as creditors in insolvency for their spe-
cific capital contributions.
Art. 617
III. Procedure
against general
Where the partnership’s assets are insufficient to satisfy the partner-
partners ship’s creditors, the latter are entitled to seek satisfaction for the entire
remainder of their claims from the personal assets of each individual
general partner in competition with that partner’s personal creditors.
Art. 618
IV. Bankruptcy
of limited part-
In the event of the bankruptcy of a limited partner, neither the partner-
ners ship’s creditors nor the partnership itself have preferential rights over
his personal creditors.
209 / 542
Section Four: Dissolution, Liquidation, Prescription
Art. 619
1 The provisions governing general partnerships also apply to the disso-
lution and liquidation of limited partnerships and to the prescriptive pe-
riods applicable to claims against the partners.
2 Where a limited partner is declared bankrupt or his share in the pro-
ceeds of liquidation is attached, the provisions governing partners in
general partnerships apply mutatis mutandis. However, the partnership
is not dissolved by the death of a limited partner or his being made sub-
ject to a general deputyship.292
Twenty-Sixth title:293 The Company Limited by Shares

Art. 620294
A. Definition 1 The company limited by shares is a company in which one or more
persons or commercial enterprises participate. It is liable for its obliga-
tions to the extent of the company’s assets.
2 The shareholders are required only to fulfil the duties specified in the
articles of association.
3A shareholder is any person who holds at least one share in the com-
pany.
Art. 621295
B. Share capital 1 The share capital amounts to at least 100,000 francs.
2 A share capital in the foreign currency required for business operations
is also permitted. At the time of foundation, this must have a value
equivalent to at least 100,000 francs. If the share capital is in a foreign
currency, the accounts must be kept and financial reports must be filed
in the same currency. The Federal Council shall specify which curren-
cies are permitted.
3The general meeting may resolve to change the currency of the share
capital at the start of any financial year. In such an event, the board of
292 Second sentence amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection,
Law of Persons and Law of Children), in force since 1 Jan. 2013
(AS 2011 725; BBl 2006 7001).
293 See also the Final Provisions relating to this Title at the end of this Code.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
210 / 542
directors shall amend the articles of association. It shall establish that

the requirements of paragraph 2 have been met, and specify the ex-
change rate applied. The resolutions of the general meeting and of the
board of directors must be done as a public deed.
Art. 622
C. Shares 1 The shares may be either registered or bearer shares. They may be is-
I. Types sued in the form of negotiable securities. The articles of association may
stipulate that they may be issued as uncertificated or ledger-based secu-
rities in accordance with Article 973c or 973d, or as intermediated se-
curities in accordance with the Intermediated Securities Act (FISA) of
3 October 2008296.297
1bis Bearer shares are permitted only if the company has equity securities
listed on a stock exchange or if the bearer shares are organised as inter-
mediated securities in accordance with the FISA and are deposited with
a custodian in Switzerland designated by the company or entered in the
main register.298
2 Shares of both types may exist at the same time in a ratio fixed by the
2bisA company with bearer shares must arrange for an entry to be made
in the Commercial Register as to whether it has equity securities listed
on a stock exchange or its bearer shares are organised as intermediated
securities.299
2terIf all the equity securities are delisted, the company must within six
months either convert the existing bearer shares into registered shares
or organise them as intermediated securities.300
3Registered shares may be converted into bearer shares and bearer
shares into registered shares.301
296 SR 957.1
297 Amended by No I 1 of the FA of 25. Sept. 2020 on the Adaptation of Federal Law to De-
velopments in Distributed Ledger Technology, in force since 1 Feb. 2021
(AS 2021 33; BBl 2020 233).
298 Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommenda-
tions of the Global Forum on Transparency and the Exchange of Information for Tax Pur-
poses (AS 2019 3161; BBl 2019 279). Amended by No I 1 of the FA of 25 Sept. 2020 on
the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in
force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233).
poses, in force since 1 Nov. 2019 (AS 2019 3161; BBl 2019 279).
(AS 2020 4005; 2022 109; BBl 2017 399).
211 / 542
4 The shares shall have a nominal value that is greater than zero.302
5If share certificates are issued, they must be signed by at least one
member of the board of directors.303
Art. 623
II. Splitting and 1 By amending the articles of association, the general meeting may di-
consolidating
shares vide the shares into shares with a lower nominal value or consolidate
them into shares with a higher nominal value, provided the share capi-
tal304 remains the same.
2The consolidation of shares that are not listed on a stock exchange re-
quires the consent of all the shareholders concerned.305
Art. 624
III. Issue price 1 The shares may be issued only at their nominal value or at a price that
is higher. This does not apply to the issue of new shares to replace can-
celled shares.
2–3 ...306
Art. 625307
Art. 626308
D. Content of the 1 The articles of association must contain provisions concerning:
articles of
association pre- 1. the business name and seat of the company;
scribed by
law309
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
304 Term in accordance with No II 1 of the FA of 4 Oct. 1991, in force since 1 July 1992
(AS 1992 733; BBl 1983 II 745). This amendment has been made throughout the Code.
(AS 2020 4005; 2022 109; BBl 2017 399).
306 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992
(AS 1992 733; BBl 1983 II 745).
307 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
308 Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
212 / 542
2. the objects of the company;

3.310 the total share capital, its currency, and the extent to which it is
paid up;
4. the number, nominal value and types of shares;
5. and 6.311 ...
7.312 the form of the company’s communications with its sharehold-
ers.
2In a company whose shares are listed on a stock exchange, the articles
of association must also contain provisions on:
1. the number of activities that the members of the board of direc-
tors, the executive board and the board of advisors may carry
out in comparable positions in other undertakings with commer-
cial objects;
2. the maximum term of the contracts that govern the remuneration
of members of the board of directors, the executive board and
the board of advisors, and the maximum notice of termination
for unlimited contracts (Art. 735b);
3. the principles on the duties and responsibilities of the remuner-
ation committee;
4. the details of the vote of the general meeting on the remunera-
tion of the board of directors, the executive board and of the
board of advisors.313
3Other undertakings in terms of paragraph 2 number 1 do not include
undertakings that are controlled by the company or that control the com-
pany.314
(AS 2020 4005; 2022 109; BBl 2017 399).
311 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
313 Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
213 / 542
Art. 627 and 628315
Art. 629316
E. Foundation 1 The company is founded when the founder members declare by public
I. Deed of incor- deed that they are forming a company limited by shares, lay down the
poration
1. Content317 articles of association therein and appoint the governing bodies.
2 In such deed of incorporation, the founder members shall subscribe for
the shares and declare that:
1. all the shares are validly subscribed for;
2. that the promised capital contributions correspond to the full is-
sue price;
3. the requirements for payment of capital contributions prescribed
by law and the articles of association are met at the time that the
deed of incorporation is signed;
4. there are no contributions in kind, instances of offsetting or spe-
cial privileges other than those mentioned in the supporting doc-
uments.318
3 If the share capital is specified in a foreign currency or if contributions
are made in a different currency from that of the share capital, the ex-
change rates applied must be indicated in the public deed.319
Art. 630320
2. Share sub- The share subscription is valid only where:
scription
1. the number, nominal value, type, class and issue price of the
shares are specified;
2. an unconditional commitment is given to pay up the capital cor-
responding to the issue price.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
214 / 542
Art. 631321
II. Supporting 1In the deed of incorporation, the notary must specify the foundation
documents
documents individually and confirm that they have been laid before him
or her and the founder members.
2 The following documents must be appended to the deed of incorpora-
tion:
1. the articles of association;
2. the incorporation report;
3. the audit confirmation;
4. confirmation that the capital contributions have been deposited
in cash;
5. the agreements on contributions-in-kind;
6.322 …
Art. 632323
III. Capital con- 1When the company is founded, capital equivalent to at least 20 per cent
tributions
1. Minimum
of the nominal value of each share must be paid up.
contribution 2 In all cases the capital contribution must be at least 50,000 francs. If
the share capital is in a foreign currency, the contributions made at the
time of foundation must have a value equivalent to at least 50,000
francs.324
(AS 2007 4791; BBl 2002 3148, 2004 3969).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
324 Second sentence inserted by No I of the FA of 19 June 2020 (Company Law), in force
since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
215 / 542
Art. 633325
2. Payment of 1 Money contributions must be deposited in a bank as defined in Arti-
contributions
a. Money contri-
cle 1 paragraph 1 of the Banking Act of 8 November 1934326 for the
butions exclusive use of the company.
2The bank may release the money only when the company has been
entered in the commercial register.
3Money contributions are payments in the currency of the share capital
and payments in freely convertible currencies that are different from that
of the share capital.
Art. 634327
b. Contributions 1 The items forming a contribution in kind shall satisfy the contribution
in kind
requirement only if the following requirements are met:
1. They may be entered as assets on the balance sheet.
2. They may be transferred to the company’s assets.
3. On the company being entered in the commercial register, the
company immediately acquires ownership and may freely dis-
pose of the items or, in the case of immovable property, receives
an unconditional right to enter it in the land register.
4. Their value may be realised by transfer to a third party.
2The contribution in kind must be agreed in writing. The contract must
be done as a public deed if this is required for the transfer of the object.
3 A single public deed is sufficient even if immovable property situated
in two or more cantons constitutes the contribution in kind. The deed
must be done by a notary at the seat of the company.
4 The articles of association must indicate the items, their valuation and
the name of the contributor and the shares that they have been issued
and any other considerations provided by the company. The general
meeting may repeal the related provisions of the articles of association
after ten years.
(AS 2020 4005; 2022 109; BBl 2017 399).
326 SR 952.0
(AS 2020 4005; 2022 109; BBl 2017 399).
216 / 542
Art. 634a328
c. Offset with a 1 Shares may be paid up by offset with a claim.
claim
2 Offset with a claim shall also satisfy the contribution requirement if
the claim is no longer covered by assets.
3 The articles of association must indicate the amount of the claim being
offset, the name of the shareholder and the shares that they have been
issued. The general meeting may repeal the related provisions of the ar-
ticles of association after ten years.
Art. 634b329
d. Subsequent 1The board of directors shall determine the rules governing subsequent
contribution
contributions in respect of shares that are not fully paid-up.
2Subsequent contributions may be made in money or in kind, by offset
against a claim or by converting freely disposable equity capital.
Art. 635330
3. Verification of The founder members shall draw up a written statutory report in which
capital contribu-
tions they give account of:
a. Statutory re-
port 1.331 the nature and condition of contributions in kind and the appro-
priateness of their valuation;
2. the existence of debts and whether such debts may be set off;
3. the reasons for and appropriateness of special privileges ac-
corded to founder members or other persons.
328 Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733: BBl 1983 II 745). Amended by
No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
217 / 542
Art. 635a332
b. Audit confir- A licensed auditor shall verify the incorporation report and confirm in
mation
writing that it is complete and accurate.
Art. 636333
IV. Special privi- If special privileges are granted on foundation to the founding members
leges
or other persons, the articles of association must indicate the names of
the beneficiaries and the nature and value of the privilege granted.
Art. 637–639334
Art. 640335
F. Entry in the The company must be entered in the commercial register at the place
commercial reg-
ister where it has its seat.
I. Company336
Art. 641337
II. ...
Art. 642338
III. …
Art. 643
G. Acquisition of 1 The company acquires legal personality only through entry in the com-
legal personality
I. Time; Entry
mercial register.
conditions not 2 It acquires legal personality thereby even if the conditions for such
satisfied339
entry were in fact not satisfied.
No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments
to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and
Business Names), in force since
1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
337 Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect
from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
(AS 2020 4005; 2022 109; BBl 2017 399).
218 / 542
3 However, where the law or the articles of association were contra-

vened in the foundation of the company such that the interests of credi-
tors or shareholders were substantially jeopardised or harmed, at the re-
quest of those creditors or shareholders the court may order that the
company be dissolved. …340
4 The foregoing right of action prescribes if action is not brought within
three months of publication in the Swiss Official Gazette of Commerce.
(AS 2020 4005; 2022 109; BBl 2017 399).
340 Second sentence repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability
Companies and Amendments to the Law on Companies limited by Shares, Cooperatives,
the Commercial Register and Business Names), with effect from 1 Jan. 2008
(AS 2007 4791; BBl 2002 3148, 2004 3969).
219 / 542
Art. 644
II. Nullity of 1 Shares issued before the company is entered in the commercial register
shares issued be-
fore registra- are void; obligations arising from the share subscription are unaffected
tion341 thereby.342
2 A person issuing shares prior to such entry is liable for all resultant
losses.
Art. 645
III. Obligations 1 A person acting in the name of the company prior to entry in the com-
contracted prior
to entry mercial register is liable personally and jointly and severally for his ac-
tions.
2 Where such obligations were incurred expressly in the name of the
company to be founded and are assumed by the latter within three
months of its entry in the commercial register, the persons who con-
tracted them are relieved of liability and only the company is liable.
Art. 646343
Art. 647344
H. Amendment The resolution adopted by the general meeting or the board of directors
of the articles of
association concerning an amendment of the articles of association must be done as
a public deed and entered in the commercial register.
Art. 648 and 649345
Art. 650346
I. Increase and 1The general meeting may resolve to make an ordinary increase in share
reduction in the
share capital capital.
I. Ordinary capi-
tal increase
2The resolution of the general meeting must be done as a public deed
1. Resolution of and contain the following information:
the general
meeting
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
220 / 542
1. the nominal value or, if applicable, the maximum nominal value

by which the share capital is to be increased;
2. the number or, if applicable, the nominal value and type of
newly issued shares and preferential rights pertaining to specific
classes of shares;
3. the issue price or the authority conferred on the board of direc-
tors to set the price, and the date on which the new shares entitle
their holders to receive dividends;
4. in the case of contributions in kind: their nature and value, the
name of the contributor and the shares issued in return and any
other considerations provided by the company;
5. in the case of shares paid up by offset with a claim: the amount
of the claim offset, the name of the creditor and the shares due
to them;
6. the conversion of freely disposable equity capital;
7. the nature and value of special privileges and the names of the
beneficiaries;
8. any restriction on the transferability of new registered shares;
9. any restrictions on or cancellation of the subscription right and
the consequences if this right is not exercised or is withdrawn;
10. the conditions to be met when exercising contractual subscrip-
tion rights.
3An application to register the capital increase must be filed with the
commercial register office within six months of the resolution of the
general meeting, otherwise the resolution becomes invalid.
221 / 542
Art. 651347
Art. 651a348
Art. 652349
2. Share sub- 1The shares are subscribed in a special document (subscription form) in
scription350
accordance with the provisions governing the foundation of the com-
pany.
2 The subscription form must make reference to the resolution of the
general meeting concerning the share capital increase and the related
resolution of the board of directors. Where the law requires a prospectus,
the subscription form also refers to this.351
3 …352
Art. 652a353
Art. 652b354
3. Subscription 1Every shareholder is entitled to the proportion of the newly issued
right and issue
price355 shares that corresponds to their existing participation.
2 A resolution by the general meeting to increase the share capital may
restrict or cancel this subscription right only for good cause. In particu-
lar, the takeover of companies, parts of companies or equity interests
and employee share ownership are deemed to be good cause.356
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020
4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020
(AS 2019 4417; BBl 2015 8901).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
222 / 542
3 Where the company has granted a shareholder the right to subscribe to

shares, it may not bar them from exercising such a right on the basis of
a restriction on the transferability of registered shares laid down in the
4 No one may gain an undue advantage or suffer an undue disadvantage
as a result of the restriction or cancellation of the subscription right or
the fixing of the issue price.357
Art. 652c358
4. Making of Unless the law provides otherwise, capital contributions must be made
contributions359
in accordance with the provisions governing the foundation of the com-
pany.
Art. 652d360
5. Increase from 1The share capital may also be increased through conversion of freely
equity capital 361
disposable equity capital.
2 The equity capital used to meet the amount of the increase is shown:
1. in the annual accounts as approved by the general meeting and
audited by a licensed auditor; or
2. in an interim account audited by a licensed auditor, provided the
balance sheet date at the time of the resolution of the general
meeting is more than six months in the past.362
3The articles of association must indicate that the capital increase was
made by converting freely disposable equity capital.363
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
223 / 542
Art. 652e364
6. Capital in- The board of directors shall draw up a written report in which it gives
crease report 365
account of:
1.366 the nature and condition of contributions in kind and the appro-
priateness of their valuation;
2. the existence of debts and whether such debts may be set off;
3. the free disposability of the equity capital thus converted;
4. compliance with the resolution of the general meeting, in par-
ticular concerning restrictions on or cancellation of subscription
rights and the allocation of subscription rights that have not been
exercised or have been withdrawn;
5. the reasons for and appropriateness of special privileges ac-
corded to specific shareholders or other persons.
Art. 652f367
7. Audit confir- 1 A licensed auditor shall verify the capital increase report and confirm
mation368
in writing that it is complete and accurate.369
2 No such audit confirmation is required where the capital contribution
for the new share capital is made in money, the share capital increase is
not for the purpose of funding an acquisition in kind and subscription
rights are not restricted or cancelled.
Art. 652g370
8. Amendment 1Once the capital increase report and, where required, the audit confir-
of articles of as-
sociation and mation are available, the board of directors shall amend the articles of
statements from
the board of di-
association and declare that:
rectors 1. all shares are validly subscribed for;

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
Register and Business Names), in force since
1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
4005; 2022 109; BBl 2017 399).
224 / 542
2. the promised capital contributions correspond to the full issue

price;
3. the requirements prescribed by law, the articles of association
and the resolution of the general meeting for making the contri-
butions are met at the time of the declarations;
4. there are no contributions in kind, instances of offsetting or spe-
uments;
5. it has received the documents on which the capital increase is
based.
2 The resolution on the amendment of the articles of association and
declarations must be done as public deeds. The notary must name each
of the documents supporting the capital increase individually and con-
firm that the documents were presented to them. The supporting docu-
ments must be attached to the public deed.
Art. 652h371
9. Nullity of Shares issued prior to entering the capital increase in the commercial
shares issued be-
fore registration register are void; the obligations arising from the share subscription re-
main effective.
Art. 653372
II. Increase from 1 The general meeting resolve to create contingent capital by granting
contingent capi-
tal shareholders, creditors of bonds or similar debt instruments, employees,
1. General prin- members of the board of directors of the company or another company
ciple
in the group or third parties the right to subscribe for new shares (con-
version and option rights).
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
225 / 542
2 The share capital automatically increases whenever and to the extent

that such conversion or option rights are exercised and the contribution
obligations are discharged by payment or offsetting.
3 The provisions on increasing the share capital from contingent capital
also apply mutatis mutandis in the event that conversion and acquisition
requirements are imposed.
4The foregoing paragraphs are subject to the regulations of the Banking
Act of 8 November 1934373 on reserve capital.
Art. 653a374
2. Restrictions 1 The nominal amount by which the share capital may be increased in
this contingent manner must not exceed one-half of the share capital
specified in the commercial register.375
2 The capital contribution must be at least equal to the nominal value.
Art. 653b376
3. Basis in arti- 1 The articles of association must stipulate:
cles of associa-
tion 1.377 the nominal value of the contingent capital;
2. the number, nominal value and type of shares;
3. the beneficiaries of conversion or option rights;
4.378 anyrestriction or cancellation of the subscription right of exist-
ing shareholders, provided they are not allocated the option
rights;
5. preferential rights attached to specific classes of shares;
6. the restrictions on the transferability of newly registered shares;
7.379 the procedure for exercising the conversion or option rights and
for waiving these rights.
373 SR 952.0
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
226 / 542
2 Where the bonds or similar debt instruments to which the conversion

or option rights attach are not offered first to the shareholders for sub-
scription, the articles of association must also stipulate:
1. the conditions on which the conversion or option rights may be
exercised;
2. the basis on which the issue amount is to be calculated.
3Conversion or option rights granted before the provision of the articles
of association concerning the contingent capital has been entered in the
commercial register are void.380
Art. 653c381
4. Protection of 1 If the shareholders are granted option rights in connection with con-
shareholders
tingent capital, the rules on the subscription right in the case of an ordi-
nary capital increase apply mutatis mutandis.
2 If bonds or similar debt instruments to which conversion or option
rights attach are issued in connection with contingent capital, they must
be offered first to the shareholders for subscription in proportion to the
shareholders’ existing participations.
3 This priority subscription right may be restricted or cancelled if:
1. there is good cause; or
2. the shares listed on a stock exchange and the bonds or similar
debt instruments are issued subject to appropriate conditions.
4 No one may gain an undue advantage or suffer an undue disadvantage
as a result of the restriction or cancellation of the subscription right or
the priority subscription right.
Art. 653d382
5. Protection of 1 Persons who have a conversion or option right may not be barred from
beneficiaries of
conversion or exercising that right on account of restrictions on the transferability of
option rights registered shares, unless this possibility is reserved in the articles of as-
sociation and the prospectus.383
2 Conversion or option rights may be adversely affected by a share cap-
ital increase, by the issue of new conversion or option rights, or in some
other manner only if the conversion price is lowered or the beneficiaries
(AS 2020 4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
227 / 542
are granted some other form of adequate compensation or if the share-

holders suffer the same adverse effect.
Art. 653e384
6. Execution of 1 The declaration on the exercise of the conversion or option rights shall
capital increase
a. Exercise of
refer to the provision of the articles of association concerning the con-
rights; capital tingent capital; where the law requires a prospectus, the declaration must
contribution
refer to it.385
2 Money contributions must be deposited in a bank as defined in Arti-
cle 1 paragraph 1 of the Banking Act of 8 November 1934386 for the
exclusive use of the company.387
3 The shareholder’s rights are established when the capital contribution
is made.
Art. 653f388
b. Audit confir- 1 At the end of each financial year, a licensed audit expert shall verify
mation
whether the issue of the new shares was in conformity with the law, the
articles of association and, if applicable, the prospectus. The external
auditor shall confirm this in writing.
2 The board of directors may order the audit to be conducted earlier.
Art. 653g389
c. Amendment of 1 On receipt of the audit confirmation, the board of directors shall amend
the articles of as-
sociation and the articles of association and declare:
statements of the
board of direc- 1. the number, nominal value and type of the newly issued shares;
tors
2. if applicable the preferential rights that pertain to individual
classes of shares;
3. the status of the share capital and of the contingent capital as at
the end of the financial year or the date of the audit;
4. that it has received the documents on which the capital increase
is based.

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
386 SR 952.0
(AS 2020 4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
228 / 542
2 If the articles of association specify a capital band, the board of direc-

tors shall in amending the articles of association adjust the upper and
lower limits of the capital band according to the extent of the capital
increase, unless the capital is being increased on the basis of authorisa-
tion granted to the board of directors to increase the capital with contin-
gent capital.
3 The resolution on any amendment of the articles of association and the
declarations must be done in a public deed. The notary must name the
foundation documents individually and confirm that they have been laid
before him or her. The supporting documents shall be attached to the
public deed.
Art. 653h390
Art. 653i391
7. Deletion 1 The board of directors may repeal or amend the relevant provision of
the articles of association on the contingent capital if:
1. the conversion or option rights have expired;
2. no conversion or option rights were granted; or
3. all or some of those entitled have decided not to exercise the
conversion or option rights granted to them.
2The articles of association may only be amended if a licensed audit
expert has confirmed the circumstances in writing.
Art. 653j392
III. Reducing the 1 The general meeting may pass a resolution on reducing the share cap-
share capital
1. Ordinary
ital. The board of directors shall prepare for and carry out the reduction.
capital reduction
a. Principles
2The capital may be reduced by reducing the nominal value or by can-
celling shares.
3 The share capital may only be reduced below 100,000 francs provided
it is at the same time increased again at least to this amount. If the share
capital is in a foreign currency, it must be replaced by capital with a
value equivalent to at least 100,000 francs.
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
229 / 542
4 An application to register the reduction of the share capital must be

filed with the commercial register office within six months of the reso-
lution of the general meeting, otherwise the resolution becomes invalid.
Art. 653k393
b. Securing 1 If the share capital is reduced, the board of directors shall notify the
claims
creditors that they may request security by registering their claims. The
notice must be published in the Swiss Official Gazette of Commerce.
Applications to register claims must be made in writing, specifying the
amount of and legal grounds for the claim.
2 The company must secure the creditors’ claims to the extent that the
previous cover has been reduced by the capital reduction, provided the
creditors request it to do so within 30 days of publication in the Swiss
Official Gazette of Commerce.
3The obligation to secure claims lapses if the company meets the claim
or proves that there is no risk that the claim will not be met as a result
of reducing the share capital. If the audit confirmation is available, it
may be presumed that there is no risk that the claim will not be met.
Art. 653l394
c. Interim If the balance sheet date is more than six months in the past at the time
account
the general meeting passes a resolution to reduce the share capital, the
company must prepare an interim account.
Art. 653m395
d. Audit 1 Based on the account and the result of the call on creditors, a licensed
confirmation
audit expert must confirm in writing that the creditors’ claims will be
fully covered even if the share capital is reduced.
2 If the audit confirmation is already available at the time that the gen-
eral meeting passes the resolution, the board of directors shall give no-
tice of the result. The licensed audit expert must be present at the general
meeting unless the meeting has dispensed with such presence by unani-
mous resolution.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
230 / 542
Art. 653n396
e. Resolution of The resolution of the general meeting on reducing the share capital must
the general
meeting be done as a public deed and contain the following information:
1. the nominal value or if applicable the maximum nominal value
by which the share capital will be reduced;
2. the method for carrying out the capital reduction, in particular
whether the reduction is made by reducing the nominal value or
by cancelling shares;
3. the way in which the reduced amount is to be used.
Art. 653o397
f. Amendment of 1 If all the requirements for reducing the share capital are met, the board
the articles of
association and of directors shall amend the articles of association and declare that the
declarations of
the board of
requirements under the law, the articles of association and the general
directors; Entry meeting resolution are met at the time of the declarations and that it has
in the received the supporting documents on which the capital reduction is
commercial
register based.
2The resolution on the amendment of the articles of association and the
declarations of the board of directors must be done in a public deed. The
notary must specify the supporting documents on which the capital re-
duction is based, and confirm that the documents were presented to him
or her. The supporting documents must be attached to the public deed.
3 Funds released by capital reduction may only be paid out to sharehold-
ers after the capital reduction has been entered in the commercial regis-
ter.
Art. 653p398
2. Capital reduc- 1 If the share capital is reduced in order to partly or fully correct a situ-
tion in the event
of negative net ation of negative net worth caused by losses and if a licensed audit ex-
worth pert confirms to the general meeting that the amount of the capital re-
duction does not exceed the amount of the negative net worth, the
provisions relating to an ordinary capital reduction on securing claims,
the interim account, the audit confirmation and the declarations of the
board of directors do not apply.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
231 / 542
2The resolution of the general meeting shall contain the information

specified in Article 653n. It shall make reference to the result of the
audit report and amend the articles of association.
Art. 653q399
3. Simultaneous 1 If the share capital reduced and at the same time increased to at least
reduction and in-
crease in share the previous amount and if the amount of the contribution paid is not
capital reduced, the provisions relating to an ordinary capital reduction on se-
a. Principle
curing claims, the interim account, the audit confirmation and the dec-
larations of the board of directors do not apply.
2However, the provisions relating to an ordinary capital increase apply
mutatis mutandis.
3The board of directors need not amend the articles of association, pro-
vided the number and the nominal value of the shares and the amount
of the contributions made thereon remain unchanged.
Art. 653r400
b. Cancellation 1If the share capital is reduced to zero for the purpose of restructuring
of shares
and then increased again, the current membership rights of the share-
holders lapse at the time of the reduction. Issued shares must be can-
celled.
2When the share capital is increased again, the former shareholders
have subscription rights that may not be withdrawn from them.
Art. 653s401
IV. Capital band 1 The articles of association may authorise the board of directors to vary
1. Authorisation
the share capital within a bandwidth (capital band) for a period not ex-
ceeding five years. They shall specify the limits within which the board
of directors may increase and reduce the share capital.
2 The upper limit of the capital band may not exceed the share capital
specified in the commercial register by more than half. The lower limit
of the capital band may not be less than half of the share capital specified
in the commercial register.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
232 / 542
3 The articles of association may restrict the powers of the board of di-
rectors. They may in particular provide that the board of directors may
only increase or only reduce the share capital.
4 The articles of association may only authorise the board of directors to
reduce the share capital if the company has not dispensed with a limited
audit of the annual accounts.
Art. 653t402
2. Principles in 1 If a capital band is introduced, the articles of association must specify
the articles of as-
sociation the following:
1. the lower and the upper limit of the capital band;
2. the date on which the board of directors’ authority to alter the
share capital ends;
3. restrictions on and conditions and requirements for authorisa-
tion;
4. the number, nominal value and type of shares and the preferen-
tial rights of individual classes of shares or participation certifi-
cates;
5. the nature and value of special privileges and the names of the
beneficiaries;
6. restrictions on the transferability of newly registered shares;
7. any restriction or cancellation of the subscription right or the
good cause for which the board of directors may restrict or can-
cel the subscription right, and the allocation of subscription
rights that have not been exercised or have been withdrawn;
8. the requirements for exercising contractually acquired subscrip-
tion rights;
9. the authorisation of the board of directors to increase the capital
with contingent capital and the information specified in Arti-
cle 653b;
10. the authorisation of the board of directors to create participation
capital.
(AS 2020 4005; 2022 109; BBl 2017 399).
233 / 542
2On expiry of its authorisation, the board of directors shall cancel the
provisions governing the capital band in the articles of association.
Art. 653u403
3. Increasing and 1 The board of directors may, within the limits of its authority, increase
reducing the
share capital and reduce the share capital.
within the capital
band 2 If the board of directors decides to increase or reduce the share capital,
it shall issue the required provisions, unless they are contained in the
general meeting’s resolution on authorisation.
3 In the case of a reduction of the share capital within the capital band,
the provisions on securing claims, the interim account and the audit con-
firmation in the case of an ordinary capital reduction apply mutatis mu-
tandis.
4 Following any increase or reduction in the share capital, the board of
directors shall make the required declarations and shall amend the arti-
cles of association accordingly. The resolution on the amendment of the
articles of association and the declarations of the board of directors must
be done in a public deed.
5 Otherwise, the rules on an ordinary capital increase, a capital increase
from contingent capital and a capital reduction apply mutatis mutandis.
Art. 653v404
4. Increase or re- 1 If the general meeting resolves to increase or reduce the share capital
duction of the
share capital by or to change the currency of the share capital during the term of the
the general meet- board of directors’ authorisation, the resolution on the capital band shall
ing
lapse. The articles of association must be amended accordingly.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
234 / 542
2 Ifthe general meeting resolves to introduce contingent capital, the up-

per and lower limits of the capital band shall increase to the extent of
the increase in the share capital. The general meeting may instead sub-
sequently resolve to authorise the board of directors to increase the cap-
ital with conditional capital within the limits of the existing capital
range.
Art. 654
V. Preference 1Pursuant to or by amendment of the articles of association, the general
shares
1. Require- meeting may resolve that preference shares be issued or that existing
ments405 shares be converted into preference shares.
2 Where a company has issued preference shares, further preference
shares conferring preferential rights over the existing preference shares
may be issued only with the consent of both a special meeting of the
adversely affected holders of the existing preference shares and of a
general meeting of all shareholders, unless otherwise provided in the
3 The same applies to any proposal to vary or cancel preferential rights
attached to the preference shares that were conferred pursuant to the ar-
ticles of association.
(AS 2020 4005; 2022 109; BBl 2017 399).
235 / 542
Art. 655406
Art. 656
2. Status of 1 Preference shares enjoy the preferential rights vis-à-vis ordinary
preference
shares407 shares that are expressly conferred on them by the original articles of
association or by amendment thereof. In other respects, they are of equal
status with the ordinary shares.
2 In particular, preferential rights may relate to the dividend, with or
without rights to cumulative dividends, to the share in the proceeds of
liquidation and to subscription rights in the event that new shares are
issued.
Art. 656a408
J. Participation 1 The articles of association may provide for participation capital di-
certificates
I. Definition;
vided into specific amounts (participation certificates). These participa-
applicable tion certificates must be in the same currency as the share capital. They
regulations409
are issued against a capital contribution, have a nominal value and do
not confer the right to vote.410
2 Unless otherwise provided by law, the provisions governing share cap-
ital, shares and shareholders also apply to the participation capital, par-
ticipation certificates and participation certificate holders.
3 The participation certificates must be designated as such.
4 Participation capital may be created:
1. on foundation;
2. by an ordinary capital increase;
3. by a capital increase from contingent capital;
4. within a capital band.411
5The conversion of shares into participation certificates requires the
consent of all the shareholders concerned.412
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
236 / 542
Art. 656b413
II. Participation 1 The part of the participation capital composed of participation certifi-
and share capital
cates that are listed on a stock exchange may not exceed ten times the
share capital specified in the commercial register. The remaining part of
the participation capital must not exceed an amount equal to double the
share capital specified in the commercial register.
2 The provisions governing minimum capital do not apply.
3 The participation capital must be added to the share capital when:
1. forming the statutory retained earnings;
2. using the statutory capital reserves and retained earnings;
3. assessing whether there is a situation of negative net worth or
loss of capital;
4. restricting the extent of an increase in capital from contingent
capital;
5. determining the lower and upper limits of a capital band.
4 The thresholds must be calculated separately for shareholders and par-
ticipation certificate holders when:
1. instigating a special investigation in the event that a related mo-
tion is rejected by the general meeting;
2. dissolving the company by court judgment;
3. giving notice of the beneficial owner in accordance with Article
697j.
5 They shall be calculated:
1. based on the shares issued for the acquisition of the company’s
own shares;
2. based on the participation certificates issued for the acquisition
of the company’s own participation certificates.
6 They shall be calculated based solely on the share capital:
1. for the right to convene the general meeting;
2. for the right to table agenda items and motions.
4005; 2022 109; BBl 2017 399).
237 / 542
Art. 656c414
III. Legal status 1 Participation certificate holders have no right to vote and, unless oth-
of the participa-
tion certificate erwise provided by the articles of association, none of the rights associ-
holders ated therewith.
1. In
general 2 Rights associated with the right to vote are the right to convene a gen-
eral meeting, the right to attend such a meeting, the right to information,
the right of inspection and the right to table agenda items and mo-
tions.415
3 Subject to the same requirements as the shareholder, the participation
certificate holder has the right to instigate a special investigation. If the
articles of association do not provide for any more far-reaching rights,
the participation certificate holder may submit a written request for in-
formation, access to documents or the instigation of a special investiga-
tion to the general meeting.416
Art. 656d417
2. Notice of and 1 Whenever a general meeting is convened, notice must be given to par-
information on
resolutions of ticipation certificate holders together with the agenda items and the mo-
general
meetings418
tions tabled.
2Any participation certificate holder may request access to the minutes
within the 30 days following the general meeting.419

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
238 / 542
Art. 656e420
3. Representa- The articles of association may grant participation certificate holders the
tion on the board
of directors right to have a representative on the board of directors.
Art. 656f 421

4. Pecuniary 1 The articles of association must not place participation certificate hold-
rights
a. In
ers at a disadvantage as against shareholders in respect of the distribu-
general tion of the disposable profit and the proceeds of liquidation and sub-
scription to new shares.
2Where several classes of shares exist, the participation certificates
must be treated as at least equivalent to the lowest ranking class of
shares.
3 Amendments to the articles of association and other resolutions of the
general meeting that adversely affect the position of participation certif-
icate holders are permitted only if they also adversely affect the position
of the shareholders to whom the participation certificate holders are
equal in status to the same degree.
4 Unless otherwise provided by the articles of association, the preferen-
tial rights of participation certificate holders and their rights to partici-
pate in the company’s governance as laid down by the articles of asso-
ciation may be restricted or cancelled only with the consent of a special
meeting of the participation certificate holders concerned and of the
general meeting of all shareholders.
Art. 656g422
b. Subscription 1 Where participation capital is created, the shareholders have a sub-
rights
scription right as for the issue of new shares.
2 The articles of association may provide that shareholders may sub-
scribe only to shares and participation certificate holders only to partic-
ipation certificates where the share capital and the participation capital
are to be increased simultaneously in the same proportions.
3 Where only the participation capital or only the share capital is to be
increased or one is to be increased by a greater proportion, the subscrip-
tion rights must be allocated so that shareholders and participation cer-
tificate holders may retain their relative participations in the overall cap-
ital.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
239 / 542
Art. 657423
K. Dividend 1 The articles of association may provide for the creation of dividend
rights certifi-
cates424 rights certificates in favour of persons linked with the company by pre-
vious capital participation or by virtue of being shareholders, creditors,
employees or similar. The articles of association must indicate the num-
ber of dividend rights certificates issued and the nature of the associated
rights.
2 Such dividend rights certificates entitle their holders only to a share in
the disposable profit or the proceeds of liquidation or to subscribe to
new shares.
3 The dividend rights certificate must not have a nominal value; it must
not be called a participation certificate or issued in exchange for a capi-
tal contribution stated as an asset in the balance sheet.
4By operation of law, the beneficiaries under dividend rights certifi-
cates form a community to which the provisions governing the commu-
nity of bond creditors apply mutatis mutandis. However, a decision to
waive some or all rights under dividend rights certificates is binding
only if taken by the holders of a majority of all such certificates in cir-
culation.
5 Dividend rights certificates may be created in favour of the company’s
founder members only by means of the original articles of association.
Art. 658425
Art. 659426
L. Own shares 1The company may acquire its own shares only where freely disposable
I. Requirements
for and re-
equity capital is available at its acquisition value.
strictions on ac-
quisition
2The acquisition by a company of its own shares is limited to 10 per
cent of the share capital specified in the commercial register.
3If the acquisition is connected with a restriction on transferability or
an action for dissolution, the foregoing upper limit is 20 per cent. The
shares that exceed the threshold of 10 per cent must be sold or cancelled
by means of a capital reduction within two years.

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
240 / 542
Art. 659a427
II. Consequences 1 If a company acquires its own shares, the right to vote and the rights
of acquisition
associated therewith for these shares shall be suspended.
2 The right to vote on the company’s own shares and the rights associ-
ated therewith shall also be suspended if the company transfers its own
shares and it is agreed to take back or return the shares concerned.
3If the right to vote is exercised, even though it is suspended, the pro-
visions governing unauthorised participation in the general meeting
(Art. 691) apply.
4The company must indicate an amount equivalent to the cost of ac-
quiring its own shares on its balance sheet as negative items in the equity
capital (Art. 959a para. 2 no 3 let. e).
Art. 659b428
III. Own shares 1 If a company controls one or more undertakings (Art. 963), any acqui-
in the group
sition of its shares by such an undertaking is subject to the same re-
strictions and has the same consequences as the acquisition of its own
shares mutatis mutandis.
2 The controlling company must show a separate amount equivalent to
the acquisition value of these shares for the shares in accordance with
paragraph 1 as statutory retained earnings.
Section Two: Rights and Obligations of Shareholders
Art. 660429
A. Entitlement to 1 Every shareholder is entitled to a pro rata share of the disposable profit
a share of the
profits and pro- to the extent that the distribution of such profit among the shareholders
ceeds of liquida- is provided for by law or the articles of association.
tion
I. In 2 On dissolution of the company, the shareholder is entitled to a pro rata
general
share of the liquidation proceeds, unless otherwise provided by those
articles of association that relate to the allocation of the assets of the
dissolved company.
3 The preferential rights attaching to specific classes of shares stipulated
in the articles of association are reserved.
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
241 / 542
Art. 661
II. Calculation Unless the articles of association provide otherwise, the share of the
method
profits and the proceeds of liquidation are calculated in proportion to the
amounts paid up on the share capital.
Art. 662430
Art. 662a431
Art. 663432
Art. 663a and 663b 433
Art. 663bbis434
Art. 663c435
Art. 663d–663h436
Art. 664 and 665437
Art. 665a438
430 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013
(AS 2012 6679; BBl 2008 1589).
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2012 6679; BBl 2008 1589).
434 Inserted by No I of the FA of 7 Oct. 2005 (Transparency in relation to remuneration of
members of the board of directors and the executive board) (AS 2006 2629; BBl 2004
4471). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2012 6679; BBl 2008 1589).
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2012 6679; BBl 2008 1589).
242 / 542
Art. 666 and 667439
Art. 668440
Art. 669441
Art. 670442
Art. 671443
C. Reserves 1 The following shall be assigned to the statutory capital reserve:
I. Statutory capi-
tal reserve 1. any share issue proceeds in excess of the nominal value and the
issue costs;
2. the amounts paid up on forfeited shares (Art. 681 para. 2) that
have been retained, unless there is a shortfall on the shares
newly issued in return;
3. other contributions and advances made by holders of equity se-
curities.
2 The statutory capital reserve may be repaid to the shareholders if the
statutory capital reserves and retained earnings, under deduction of any
losses, exceed one half of the share capital specified in the commercial
register.
3 Companies whose primary purpose is to hold equity participations in
other companies (holding companies) may repay the statutory capital
reserve to the shareholders if the statutory capital reserves and retained
earnings exceed 20 per cent of the share capital specified in the com-
mercial register.
4 The statutory retained earnings for the company’s own shares in the
group (Art. 659b) and the statutory retained earnings from revaluations
(Art. 725c) shall not be taken into consideration when calculating the
limits in paragraphs 2 and 3.
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 1992 733; BBl 1983 II 745).
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
243 / 542
Art. 671a and 671b444
Art. 672445
II. Statutory re- 15 per cent of the annual profit shall be assigned to the statutory retained
tained earnings
earnings. If there is a loss carried forward, it must be cleared before the
profit is assigned to the reserve.
2 The statutory retained earnings shall be increased until, when taken
together with the statutory capital reserve, they reach one half of the
share capital specified in the commercial register. Holding companies
must increase the statutory retained earnings until, when taken with the
statutory capital reserve, they reach 20 per cent of the share capital spec-
ified in the commercial register.
3 Article 671 paragraphs 2, 3 and 4 applies mutatis mutandis to calcu-
lating and using the statutory retained earnings.
Art. 673446
III. Voluntary re- 1 The general meeting may provide for the formation of voluntary re-
tained earnings
tained earnings in the articles of association or by resolution.
2 Voluntary retained earnings may only be formed if justified in order
to ensure the long-term prosperity of the undertaking, taking account of
the interests of all the shareholders.
3The general meeting may pass a resolution on using voluntary retained
earnings, subject to the rules on offsetting losses.
Art. 674447
IV. Offsetting 1 Losses must be offset in the following order against:
losses
1. the profit carried forward;
2. the voluntary retained earnings;
3. the statutory retained earnings;
4. the statutory capital reserve.
2 Instead of being offset against the statutory retained earnings or the
statutory capital reserve, remaining losses may also be carried forward
in part or in their entirety to the next annual accounts.
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
244 / 542
Art. 675
D. Dividends, in- 1 No interest may be paid on the share capital.
terest before
commencement 2 Dividends may be paid only from the disposable profit and from re-
of operations and
shares of profits serves formed for this purpose.448
paid to board
members 3 Dividends may only be fixed after the assignments have been made to
I. Dividends the statutory retained earnings and the voluntary retained earnings.449
Art. 675a450
II. Interim 1The general meeting may resolve to pay an interim dividend based on
dividends
an interim account.
2 The external auditor must review the interim account before the gen-
eral meeting passes the resolution. No audit is required if the company
is not required to have its annual accounts reviewed by an external au-
ditor in a limited audit. The audit may be dispensed with if all the share-
holders agree to paying the interim dividend and the creditors’ claims
are not put at risk thereby.
3The provisions governing dividends apply (Art. 660 para. 1 and 3, 661,
671–674, 675 para. 2, 677, 678, 731 and 958e).

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
245 / 542
Art. 676
III. Interest be- 1 The shareholders may be paid interest out of the investment account
fore commence-
ment of opera- for the time required to prepare and build up the company prior to com-
tions451 mencement of full operations. The articles of association must stipulate
the latest time by which payment of such interest must cease.
2 If the company is expanded by means of an issue of new shares, the
resolution concerning the capital increase may provide for a specified
amount of interest to be paid on the new shares from the investment
account until a precisely defined date, which must be no later than the
date on which the new operational facility commences operations.
Art. 677452
IV. Shares of Shares of the profit may be paid to members of the board of directors
profits paid to
board mem- only out of the disposable profit and only after the allocation to the legal
bers453 reserve has been made and a dividend of 5 per cent or a higher percent-
age laid down by the articles of association has been paid to the share-
holders.
Art. 678454
E. Repayment of 1 Shareholders, members of the board of directors, persons involved in
benefits
I. In
the company’s management activities and members of the board of ad-
general visors and their close associates are required to repay any dividends,
shares of profits paid to board members, other shares of profits, remu-
neration, interest before commencement of operations, statutory capital
reserves and retained earnings or other benefits that they have unduly
taken.
2If the company accepts assets from such persons or if it enters into
other forms of legal transaction with them, these persons shall be re-
quired to repay the assets concerned where there is an obvious discrep-
ancy between the performance and the consideration.
3 Article 64 applies.
4The claim for repayment is that of the company and the shareholder.
The shareholder’s claim is for performance to the company.
5 The general meeting may resolve that the company raise an action for
repayment. They may delegate the conduct of the proceedings to the
board of directors or a representative.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
246 / 542
6In the event of the company’s bankruptcy, Article 757 applies mutatis
mutandis.
Art. 678a455
II. Prescription 1 The claim for repayment is subject to a prescriptive period of three
years from when the company or the shareholder became aware of the
matter, or in any event ten years from the claim arising. This period is
suspended during a procedure for ordering a special investigation and
the conduct of that investigation.
2 If the recipient has by their conduct committed a criminal offence, the
claim for repayment prescribes at the earliest when the right to prosecute
the offence becomes time-barred. If the right to prosecute can no longer
become time-barred because a first instance criminal judgment has been
issued, the claim prescribes at the earliest three years after notice of the
judgment is given.
Art. 679456
III. Shares of 1 Where the company is declared insolvent, the members of the board
profits paid to
board members of directors must return all shares of profits paid to board members re-
on insolvency457 ceived in the three years prior to commencement of insolvency proceed-
ings, unless they can show that the conditions for payment of such
shares of profits paid to board members set out in law and the articles of
association were met; in particular, they must show that the payment
was based on prudent accounting.
2 …458
Art. 680
F. . Share- 1 A shareholder may not be required, even under the articles of associa-
holder’s duty to
contribute tion, to contribute more than the amount fixed for subscription of a share
I. Object on issue.
2 A shareholder does not have the right to reclaim the amount paid-up.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
458 Repealed by Annex of the FA of 21 June 2013, with effect from 1 Jan. 2014
(AS 2013 4111; BBl 2010 6455).
247 / 542
Art. 681
II. Consequences 1 A shareholder who fails to pay in the issue amount for their share in
of default
1. By law and
good time is obliged to pay default interest.
the articles of as- 2
sociation Further, the board459 of directors has the power to declare that the de-
faulting shareholder has forfeited their rights in respect of the share sub-
scription and any part payments already made and that their shares are
forfeited and to issue new ones in their place. Where the forfeited shares
have already been issued and cannot be physically obtained, the decla-
ration of forfeiture is published in the Swiss Official Gazette of Com-
merce and in the form provided for in the articles of association.
3 The articles of association may also provide that a shareholder in de-
fault also be required to pay a contractual penalty.
Art. 682
2. Call for per- 1 Where the board of directors intends to declare the defaulting share-
formance
holder in forfeit of his rights in respect of the share subscription or to
require him to pay the contractual penalty provided for in the articles of
association, it must make a call for payment in the Swiss Official Ga-
zette of Commerce and in the form provided for by the articles of asso-
ciation and set a grace period for such payment of at least 30 days com-
mencing on the date on which the last call was published.460 The
shareholder may be declared in forfeit of his rights in respect of the share
subscription or required to pay the contractual penalty only if he fails to
make the required payment within such grace period.
2 In the case of registered shares, such publication is replaced by a reg-
istered letter sent to each shareholder entered in the share register calling
for payment and setting the grace period. In this case the grace period
commences on receipt of the call for payment.
3The defaulting shareholder is liable to the company for the amount not
covered by the contributions of the new shareholder.
Art. 683
G. Issue and 1 Bearer shares may be issued only after the full nominal value has been
transfer of shares
I. Bearer shares
paid up.
2 Sharesissued before the full nominal value is paid up are void. Claims
for damages are reserved.
(AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout
the Code.
(AS 2020 4005; 2022 109; BBl 2017 399).
248 / 542
Art. 684461
II. Registered 1Unless otherwise provided by law or the articles of association, the
shares
company’s registered shares are transferable without restriction.
2 Transfer by means of transaction may also be effected by handing over
the endorsed share certificate to the acquirer.
Art. 685462
H. Restricted 1 Registered shares that have not yet been fully paid up may be trans-
transferability
I. Statutory re-
ferred only with the consent of the company, unless they are acquired
striction by inheritance, division of estate, matrimonial property law or compul-
sory execution.
2The company may withhold consent only if the solvency of the ac-
quirer is in doubt and the security requested by the company is not fur-
nished.
Art. 685a463
II. Restrictions 1 The articles of association may stipulate that registered shares may be
under the articles
of association transferred only with the consent of the company.
1. General prin- 2 This restriction also applies to establishment of a usufruct.
ciples
3 If the company goes into liquidation, the restriction on transferability
is cancelled.
Art. 685b464
2. Unlisted regis- 1 The company may refuse to give such consent providing it states good
tered shares
a. Requirements cause cited in the articles of association or offers to acquire the shares
for refusal from the party alienating them for the company’s own account, for the
account of other shareholders or for the account of third parties at their
real value at the time the request was made.
2 Provisions governing the composition of the shareholder group which
are designed to safeguard the pursuit of the company’s objects or its
economic independence are deemed to constitute good cause.
3Further, the company may refuse entry in the share register where the
acquirer fails to declare expressly that he has acquired the shares in his
own name and for his own account.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
249 / 542
4 Where the shares were acquired by inheritance, division of estate, mat-

rimonial property law or compulsory execution, the company may with-
hold its consent only if it offers to purchase the shares from the acquirer
at their real value.
5 The acquirer may request the court at the seat of the company to de-
termine the real value. The costs of the valuation are borne by the com-
pany.
6 Where the acquirer fails to decline such offer within a month of noti-
fication of the real value, it is deemed accepted.
7The articles of association may not impose more restrictive conditions
on transferability.
Art. 685c465
b. Effect 1 Where the consent required for transfer of shares is not given, the own-
ership of the shares and all attendant rights remain with the alienator.
2 In the case of acquisition of shares by inheritance, division of estate,
matrimonial property law or compulsory execution, ownership and the
attendant pecuniary rights pass to the acquirer immediately, whereas the
attendant participation rights pass to him only when the company has
given its consent.
3Where the company fails to refuse the request for consent within three
months of receipt or refuses it without just cause, consent is deemed to
have been given.
Art. 685d466
3. Listed regis- 1In the case of listed registered shares, the company may refuse to ac-
tered shares
a. Requirements
cept the acquirer as a shareholder only where the articles of association
for refusal envisage a percentage limit on the registered shares for which an ac-
quirer must be recognised as shareholder and such limit is exceeded.
2 The company may also refuse to accept an acquirer if at the company’s
request the acquirer fails to declare expressly that they have acquired
the shares in their own name and for their own account, that there is no
agreement to take back or return the shares concerned and that they bear
the economic risk associated with the shares. The company may not re-
fuse acceptance on the grounds that the request was made by the ac-
quirer’s bank.467

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
250 / 542
3 Where listed468 registered shares were acquired by inheritance, divi-

sion of estate or matrimonial property law, entry of the acquirer may not
be refused.
Art. 685e469
b. Duty of notifi- Where listed registered shares are sold on a stock exchange, the selling
cation
bank must without delay notify the company of the name of the seller
and the number of shares sold.
Art. 685f 470

c. Transfer of 1 Where listed registered shares are acquired on a stock exchange, the
rights
attendant rights pass to the acquirer on transfer. Where listed registered
shares are acquired off-exchange, the attendant rights pass to the ac-
quirer as soon as he has submitted a request for recognition as share-
holder to the company.
2 Until such recognition of the acquirer by the company, he may not
exercise the right to vote conferred by the shares or any other rights as-
sociated with that right to vote. The acquirer is not restricted in his ex-
ercise of any other shareholder rights, in particular subscription rights.
3 Acquirers not yet recognised by the company are entered as sharehold-
ers without the right to vote in the share register once the rights have
been transferred. The corresponding shares are deemed to be unrepre-
sented at the general meeting.
4 Where the company’s refusal is unlawful, the company must recognise
the acquirer’s right to vote and the rights associated therewith from the
date of the court judgment and pay the acquirer damages unless it can
show that it was not at fault.
Art. 685g471
d. Time limit for Where the company fails to refuse the request for recognition within 20
refusal
days, the shareholder is deemed to have been recognised.
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
251 / 542
Art. 686472
4. Share register 1The company keeps a share register of registered shares in which the
a. Entry names and addresses of the owners and usufructuaries are recorded. It
must be kept in such a manner that it can be accessed at any time in
Switzerland.473
2Entry in the share register requires documentary proof that the share
was acquired for ownership or of the reasons for the usufruct thereof.
2bisCompanies whose shares are listed on a stock exchange shall ensure
that the owners or usufructuaries may apply for entry in the share regis-
ter electronically.474
3 The company must certify such entry on the share certificate.
4In relation to the company the shareholder or usufructuary is the per-
son entered in the share register.
5 The documents on which an entry is based must be retained for ten
years following the deletion of the owner or usufructuary from the share
register.475
Art. 686a476
b. Deletion After hearing the parties involved the company may delete entries in the
share register that resulted from false information supplied by the ac-
quirer. The latter must be informed of the deletion immediately.
Art. 687
5. Registered 1 The acquirer of a registered share that is not fully paid up has an obli-
shares not fully
paid in 477 gation to the company to pay up the remainder as soon as he is entered
in the share register.
2Where the person who subscribed for the share alienates it, he may be
sued for the amount not paid up if the company becomes insolvent
within two years of its entry in the commercial register and his legal
successor has forfeited his rights arising from the share.

(AS 1992 733; BBl 1983 II 745).
473 Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of
the 2012 revised recommendations of the Financial Action Task Force, in force since 1
July 2015 (AS 2015 1389; BBl 2014 605).
(AS 2020 4005; 2022 109; BBl 2017 399).
475 Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised
recommendations of the Financial Action Task Force, in force since 1 July 2015
(AS 2015 1389; BBl 2014 605).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
252 / 542
3 Where the seller is not the person who subscribed for the share, he is
released from the duty to pay up as soon as the acquirer is entered in the
share register.
4 Until such time as registered shares are fully paid up, the amount of
the nominal value paid up must be entered on each share certificate.
Art. 688
III. Interim cer- 1Interim certificates made out to the bearer may be issued only for
tificates
bearer shares whose the nominal value is fully paid up. Interim certifi-
cates made out to the bearer issued before the full nominal value is paid
up are void. Claims for damages are reserved.
2 Where interim certificates made out to the named holder are issued for
bearer shares, they may be transferred only in accordance with the pro-
visions governing assignment of claims, although their transfer does not
take effect as against the company until it receives notice thereof.
3 Interim certificates for registered shares must be made out to a named
holder. The transfer of such interim certificates is subject to the provi-
sions governing the transfer of registered shares.
Art. 689478
J. Personal mem- 1 The shareholder exercises his rights in the company’s affairs, such as
bership rights
I. Teilnahme an
the appointment of the corporate bodies, approval of the annual report
the general and resolutions concerning allocation of the profit, at the general meet-
meeting
ing.
1. General prin-
ciple 2 ...479
Art. 689a480
2. Entitlement 1 The membership rights conferred by registered shares may be exer-
against the com-
pany cised by any person authorised so to do by entry in the share register or
a written power of attorney issued by the shareholder.
2 The membership rights conferred by bearer shares may be exercised
by any person who shows they are in possession of the shares by pre-
senting them. Persons attending the general meeting must provide their
name and address in order to exercise their right to vote.481

(AS 1992 733; BBl 1983 II 745).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
253 / 542
3 A person in possession of a bearer share as a result of pledge, bailment

or loan may exercise the attendant membership rights only if authorised
to do so by the shareholder in writing.482
4 The board of directors may permit other forms of entitlement against
the company, unless the articles of association provide otherwise.483
Art. 689b484
3. Representa- 1 Shareholders may have their participation rights, in particular their
tion of share-
holders right to vote, exercised by a representative of their choice.
a. In
general
2The delegation of voting rights of corporate bodies and the delegation
of voting rights to custodian banks are not permitted in the case of com-
panies whose shares are listed on a stock exchange.
3 If the company appoints an independent voting representative or a vot-
ing representative for a corporate body, this person is obliged to vote
according to their instructions. If they have not received any instruc-
tions, they shall abstain. The board of directors shall provide forms that
must be used to authorise representation and issue instructions.
4The independence of the independent voting representative must not
be compromised, whether in fact or in appearance. The rules on the in-
dependence of the external auditor in the case of the ordinary audit (Art.
728 para. 2–6) apply mutatis mutandis.
5Natural persons, legal entities or partnerships may be appointed as in-
dependent voting representatives.
Art. 689c485
b. Independent 1In companies whose shares are listed on a stock exchange, the general
voting
representative in meeting shall appoint the independent voting representative. Their term
companies
whose shares are
of office ends with at the end of the next ordinary general meeting. Re-
listed on a stock appointment is possible.
exchange
2 The general meeting may remove the independent voting representa-
tive at the end of the general meeting.
3 If the general meeting has not appointed an independent voting repre-
sentative, the board of directors shall appoint one for the next general
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
254 / 542
meeting. The articles of association may have different rules to solve

this organisational deficiency.
4The board of directors shall ensure that the shareholders are able in
particular to:
1. issue the independent voting representative with instructions on
any motion relating to items on the agenda tabled in the notice
convening the meeting;
2. issue the independent voting representative with general instruc-
tions on unannounced motions relating to items on the agenda
and on new items on the agenda in accordance with Article
704b.
5 The independent voting representative shall treat the instructions
from individual shareholders as confidential until the general meeting.
They may provide the company with general information on the in-
structions received. They shall not provide the information earlier than
three working days before the general meeting and must declare to the
general meeting what information they have provided to the company.
6 Authorisation for representation and instructions may only be issued
for the forthcoming general meeting. They may also be issued electron-
ically.
Art. 689d486
c. Independent 1 The articles of association of companies whose shares are not listed on
voting
representative a stock exchange may provide that a shareholder may only be repre-
and delegation of sented by another shareholder at the general meeting.
the voting right
of corporate 2 If the articles of association contain a provision to this effect, the board
bodies in
companies of directors must at the request of a shareholder designate an independ-
whose shares are
not listed on a ent voting representative or a voting representative for a corporate body
stock exchange who may be instructed to exercise the participation rights.
3 The board of directors must in this case inform the shareholders at the
latest ten days before the general meeting whom they may instruct as
their representative. If the board of directors fails to comply with this
duty, a shareholder may be represented by any third party. The articles
of association shall regulate the details for designating the representa-
tive.
4 Article 689c paragraph 4 applies to the delegation of voting rights both
to an independent voting representative and to a voting representative
for corporate bodies.
4005; 2022 109; BBl 2017 399).
255 / 542
Art. 689e487
d. Delegation of 1 In the case of a company whose shares are not listed on a stock ex-
voting rights to
custodian banks change, any person who wishes to exercise the right to vote attached to
in companies
whose shares are
shares deposited with them shall ask the depositors for voting instruc-
not listed on a tions prior to every general meeting.
stock exchange
2 Where the depositors’ instructions cannot be obtained in good time,
the custodian exercises their right to vote in accordance with their gen-
eral instructions; if they do not have any instructions, they shall abstain.
3 Institutions subject to the Federal Act of 8 November 1934488 on
Banks and Savings Banks and financial institutions in accordance with
the Financial Institutions Act of 15 June 2018489 are deemed to be cus-
todians acting as representatives.
Art. 689f 490

e. Disclosure 1 Independent voting representatives, voting representatives for a cor-
porate body and custodians acting as voting representatives shall inform
the company of the number, type, nominal value and class of the shares
they represent. If they fail to do this, the resolutions of the general meet-
ing become subject to challenge on the same conditions as apply to un-
authorised participation in the general meeting (Art. 691).
2 The chair shall give the general meeting aggregated information for
each form of representation. If the chair fails to do so even though a
shareholder has requested it, any shareholder may challenge the resolu-
tions of the general meeting by bringing an action against the company.
Art. 690
4. Multiple bene- 1 Where a share is owned collectively, the beneficiaries of the rights it
ficiaries491
confers may exercise such rights only through a joint representative.
2 In the case of the usufruct of a share, such rights are represented by the
usufructuary; the usufructuary is liable in damages to the owner for any
failure to take due account of the latter’s interests when exercising them.
4005; 2022 109; BBl 2017 399).
488 SR 952.0
489 SR 954.1
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
256 / 542
Art. 691
II. Unauthorised 1 The lending of shares for the purpose of exercising the right to vote at
participation
a general meeting is forbidden if the intention in so doing is to circum-
vent a restriction on the right to vote.
2bisMembers of the board of directors and the executive board are enti-
tled to participate in the general meeting.492
2 Every shareholder is entitled to object to the board of directors or in
the minutes of the general meeting against the participation of unauthor-
ised persons.
3 Where persons who are not authorised to participate in the general
meeting participate in a decision on a resolution, any shareholder may
challenge that resolution even if they have not raised an objection, un-
less the company can prove that their involvement exerted no influence
on the decision made.
Art. 692
III. Voting rights 1The shareholders shall exercise their right to vote at general meetings
at general meet-
ings of share- of shareholders in proportion to the total nominal value of the shares
holders belonging to them.
1. General prin-
ciple 2 Every shareholder has at least one vote, even if he holds only one
share. However, the articles of association may impose restrictions on
the number of votes cast by holders of multiple shares.
3 ...493
Art. 693
2. Shares with 1 The articles of association may stipulate that the right to vote is deter-
privileged right
to vote mined regardless of nominal value by the number of shares belonging
to each shareholder, such that each share confers one vote.
2 In this case, shares with a lower nominal value than other shares of the
same company may be issued only as registered shares and must be fully
paid up. The nominal value of these other shares must not exceed ten
times the nominal value of the voting shares.494
3The allocation of right to vote according to number of shares does not
apply to:
1. the election of external auditors;
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
257 / 542
2. the appointment of experts to audit the company’s business

management or parts thereof;
3.495 any resolution concerning the instigation of a special investiga-
tion;
4.496 any resolution concerning the raising of a liability action.497
Art. 694
3. Entitlement to The right to vote shall take effect as soon as the amount on the share
exercise right to
vote determined by law or the articles of association is paid up.
Art. 695
4. Exclusion of 1 In the case of resolutions concerning the discharge of the board of di-
right to vote
rectors, persons who have participated in any manner in the manage-
ment of the company’s business have no right to vote.
2 …498
Art. 696499
Art. 697500
IV. Right to in- 1 At the general meeting, any shareholder is entitled to information from
formation and to
inspect the board of directors on the affairs of the company and information
1. Right to infor- from the external auditors on the methods and results of their audit.
mation
2 In companies whose shares are not listed on a stock exchange, share-
holders who together represent at least 10 per cent of the share capital
or of the votes may request the board of directors in writing to provide
information on company matters.
3The board of directors shall provide the information within four
months. The answers of the board of directors shall also be made avail-
able for inspection by the shareholders at the latest at the next general
meeting.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
Register and Business Names), with effect from
1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
258 / 542
4 The information must be provided insofar as it is required for the

proper exercise of shareholders’ rights and provided no trade secrets or
other company interests warranting protection are put at risk. Any re-
fusal to provide information shall be justified in writing.
Art. 697a501
2. Right to in- 1 The company ledgers and files may be inspected by shareholders who
spect
together represent at least 5 per cent of the share capital or of the votes.
2 The board of directors shall permit inspection within four months of
receiving the request. The shareholders may take notes.
3Inspection must be permitted insofar as it is required for the proper
exercise of shareholders’ rights and provided no trade secrets or other
company interests warranting protection are put at risk. Any refusal to
provide information shall be justified in writing.
Art. 697b502
3. Refusal of the Where information or inspection is wholly or partly refused or made
request for infor-
mation or to in- impossible, the shareholders may within 30 days apply to the court for
spect an order to provide the information or permit inspection.
Art. 697c503
V. Right to insti- 1 Any shareholder who has already exercised their right to information
gate a special in-
vestigation or to inspect may request the general meeting to have specific matters
1. With approval investigated by independent experts where this is necessary for the ex-
of the general
meeting ercise of shareholders’ rights.
2 Where the general meeting adopts the motion, the company or any
shareholder may apply to the court within 30 days to appoint the experts
to carry out the special investigation.
Art. 697d504
2. If the motion 1Where the general meeting rejects the motion, shareholders may
is rejected by the
general meeting within three months request the court to order the special investigation,
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
259 / 542
provided that together they hold at least one of the following participa-
tions:
1. in the case of companies whose shares are listed on a stock ex-
change: 5 per cent of the share capital or of the votes;
2. in the case of companies whose shares are not listed on a stock
exchange: 10 per cent of the share capital or of the votes.
2 The request to order a special investigation may extend to all issues
that were the subject of the request for information or to inspect or that
were addressed in the debate on the motion to conduct a special inves-
tigation at the general meeting, provided their answering is required in
order for shareholders to exercise their rights.
3The court shall order the special investigation if the applicants make a
prima facie case that the founder members or corporate bodies have vi-
olated the law or the articles of association and the violation is likely to
harm the company or the shareholders.
Art. 697e505
3. Procedure be- 1The court shall decide after hearing the company and the shareholder
fore the court
who tabled the motion for a special investigation at the general meeting.
2If the court agrees to the request, it shall appoint the independent ex-
perts to conduct the special investigation and shall outline the subject
matter of the investigation.
Art. 697f 506

4. Conduct of the 1 The special investigation shall be conducted within a reasonable pe-
special investiga-
tion riod of time and without unnecessary disruption of business operations.
2 Founding members, corporate bodies, agents, employees, administra-
tors and liquidators must provide the experts with information about any
matters of significance. In cases of doubt, the court decides.
3 The experts shall hear the company on the results of the special inves-
tigation.
4 They are required to preserve confidentiality.
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
260 / 542
Art. 697g507
5. Report 1 The experts shall report in writing and in detail about the result of their
investigation. If the special investigation was ordered by the court, the
experts shall submit their report to the court.
2 The court shall make the report available to the company and shall at
its request decide whether any passages in the report violate the com-
pany’s trade secrets or other interests warranting protection and there-
fore may not be presented to the applicants.
3 It shall give the board of directors and the applicants the opportunity
to respond to the content of the report, adapted as necessary, and to ask
supplementary questions.
Art. 697h508
6. Procedure and 1The board of directors shall make the experts’ report, the board’s re-
publication
sponse and that of the applicants available to the next general meeting.
2 Any shareholder may at the company’s expense request a copy of the
report and the responses to it from the company for one year following
the general meeting.
Art. 697hbis 509

7. Costs of the 1 The company shall bear the costs of the special investigation. It shall
special investiga-
tion also make any advance payments of costs due.
2Where justified by special circumstances, the court may order the ap-
plicants to bear some or all of the costs.
4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
261 / 542
Art. 697i510
Art. 697j511
K. Obligation of 1 Any person who alone or by agreement with third parties acquires
shareholder to
give notice shares in a company whose participation rights are not listed on a stock
I. Notice of exchange, and thus reaches or exceeds the threshold of 25 per cent of
beneficial owner
of shares the share capital or right to vote must within one month give notice to
the company of the first name and surname and the address of the natural
person for whom it is ultimately acting (the beneficial owner).
2 If the shareholder is a legal entity or partnership, each natural person
that controls the shareholder in analogous application of Article 963 par-
agraph 2 must be recorded as a beneficial owner. If there is no such
person, the shareholder must give notice of this to the company.
3 If the shareholder is a company whose participation rights are listed
on a stock exchange, if the shareholder is controlled by such a company
in accordance with Article 963 paragraph 2, or if the shareholder con-
trols such a company in this sense, it must only give notice of this fact
and provide details of the company’s name and registered office.
4 The shareholder must give notice to the company within three months
of any change to the first name or surname or to the address of the ben-
eficial owner.
5The obligation to give notice does not apply if the bearer shares are
organised as intermediated securities and deposited with a custodian in
Switzerland or entered in the main register. The company shall desig-
nate the custodian.
Art. 697k512
Art. 697l513
II. Register of 1The company shall keep a register of the beneficial owners that have
beneficial own-
ers been notified to the company.
2This register shall contain the first name and surname and the address
of the beneficial owners.
3 The documents on which notice under Article 697j are based must be
retained for ten years following the person’s deletion from the register.
4The register must be kept in such a way that it can be accessed in Swit-
zerland at any time.
Art. 697m514
III. Failure to 1For as long as the shareholder fails to comply with their obligations to
comply with
obligations to give notice, the membership rights conferred by the shares in respect of
give notice515 which notice of acquisition must be given shall be suspended.
262 / 542
2 The shareholder may only exercise the property rights conferred by

the shares if they have complied with their obligations to give notice.
3 If the shareholder fails to comply with their obligations to give notice
within one month of acquiring the shares, the property rights lapse. If
they give notice at a later date, they may exercise the property rights
arising from that date.
4 The board of directors shall ensure that no shareholders exercise their
rights while in breach of their obligations to give notice.
Art. 697n516
L. Arbitral 1 The articles of association may provide that disputes under company
tribunal
law be adjudicated by an arbitral tribunal that has its seat in Switzerland.
Unless the articles of association provide otherwise, the arbitration
clause is binding on the company, the corporate bodies of the company,
the members the corporate bodies and the shareholders.
2 The procedure before the arbitral tribunal is governed by the provi-
sions of Part 3 of the Civil Procedure Code517; Chapter 12 of Federal
Act of 18 December 1987518 on Private International Law does not ap-
ply.
510 Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised

recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014
605). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the
Recommendations of the Global Forum on Transparency and the Exchange of Information
for Tax Purposes, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).
511 Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised
recommendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014
605). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the
Recommendations of the Global Forum on Transparency and the Exchange of Information
for Tax Purposes, in force since 1 Nov. 2019 (AS 2019 3161; BBl 2019 279).
512 Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recom-
mendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605). Re-
pealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommenda-
tions of the Global Forum on Transparency and the Exchange of Information for Tax
Purposes, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).
mendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605).
Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommen-
dations of the Global Forum on Transparency and the Exchange of Information for Tax
Purposes, in force since 1 May 2021 (AS 2019 3161; BBl 2019 279).
(AS 2015 1389; BBl 2014 605).
515 Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommen-
Purposes, in force since 1 May 2021 (AS 2019 3161; BBl 2019 279).
(AS 2020 4005; 2022 109; BBl 2017 399).
517 SR 272
518 SR 291
263 / 542
3 The articles of association may regulate the details, in particular by

reference to arbitration regulations. They shall in any event ensure that
persons who may be directly affected by the legal consequences of the
arbitral award are notified of the instigation and conclusion of the pro-
ceedings and may participate in appointing the arbitral tribunal and in
the proceedings as an intervening party.
Section Three
Organisation of the Company Limited by Shares
A. The General Meeting
Art. 698
I. Powers 1The supreme governing body of a company limited by shares is the
general meeting.
2 It has the following inalienable powers:
1. to determine and amend the articles of association;
2. to elect the members of the board of directors and the external
auditors;
3.519 to approve the management report and the consolidated ac-
counts;
4. to approve the annual accounts and pass resolutions on the allo-
cation of the disposable profit, and in particular to set the divi-
dend and the shares of profits paid to board members;
5.520 to determine the interim dividend and approve the interim ac-
count required therefor;
6.521 to pass resolutions on repaying the statutory capital reserve;
7.522 to discharge the members of the board of directors;
8.523 to delist the equity securities of the company;
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
264 / 542
9.524 to pass resolutions concerning the matters reserved to the gen-

eral meeting by law or the articles of association.525
3 In companies whose shares are listed on a stock exchange, it has the
following additional inalienable powers:
1. to elect the chair of the board of directors;
2. to elect the members of the remuneration committee;
3. to elect the independent voting representatives;
4. to vote on the remuneration of the board of directors, the exec-
utive board and the board of advisors.526
Art. 699527
II. Convening 1 The general meeting shall be convened by the board of directors or,
and conducting
the general meet- where necessary, by the external auditors. The liquidators and the rep-
ing resentatives of bond creditors shall also have the right to convene gen-
1. Method of
convening the eral meetings.
meeting 2 The ordinary general meeting shall be held annually within six months
of the end of the financial year.
3Shareholders may request that a general meeting be convened, pro-
vided they together hold at least one of the following participations:
1. in the case of companies whose shares are listed on a stock ex-
change: 5 per cent of the share capital or of the votes;
2. in the case of other companies: 10 per cent of the share capital
or of the votes.
4Their request that the meeting be convened must be made in writing.
The items on the agenda and motions must be included in the request.
5 Where the board of directors fails to grant such a request within a rea-
sonable time, but at the most within 60 days, the requesting parties may
request the court to order that the meeting be convened.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
265 / 542
Art. 699a528
2. Notice of the 1 The shareholders shall be given access to the annual report and the
annual report
audit reports at least 20 days before the general meeting. If the docu-
ments are not electronically accessible, any shareholder may request
that they be sent to them in good time.
2 If the documents are not electronically accessible, any shareholder
may for one year following the general meeting request that they be sent
the annual report in the form approved by the general meeting together
with the audit reports.
Art. 699b529
3. Right to table 1 Shareholders may request that items be placed on the agenda, provided
agenda items and
motions they together hold at least one of the following participations:
1. in companies whose shares are listed on a stock exchange:
0.5 per cent of the share capital or of the votes;
2. in other companies: 5 per cent of the share capital or of the
votes.
2Subject to the same requirements, the shareholders may request that
motions relating to items on the agenda be included in the notice con-
vening the general meeting.
3 Shareholders may submit a brief explanation when placing an item on
the agenda or tabling a motion. This must be included in the notice con-
vening the general meeting.
4 If the board of directors refuses to accept a request, the requesting par-
ties may request the court to order that items be placed on the agenda or
that motions and related explanations be included in the notice conven-
ing the general meeting.
5 At the general meeting, any shareholder may table motions in relation
to the items on the agenda.
Art. 700530
4. Content of the 1The board of directors shall notify the shareholders that a general
notice convening
the meeting meeting is to be convened at least 20 days before the day of the meeting.
2 The following information must be included in the notice convening
the meeting:
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
266 / 542
1. the date, the starting time, the form and the location of the gen-
eral meeting;
2. the business to be discussed;
3. the motions of the board of directors and, in the case of compa-
nies whose shares are listed on a stock exchange, a short expla-
nation for these motions;
4. if applicable, the shareholders’ motions with a short explanation
of each;
5. if applicable, the name and the address of the independent vot-
ing representative.
3 The board of directors shall ensure that the items on the agenda meet
the requirement of unity of subject matter, and shall provide the general
meeting with all the information that it requires to decide on its resolu-
tions.
4It may present the items on the agenda in the notice convening the
meeting in summary form, provided it makes more detailed information
available to the shareholders in another way.
Art. 701531
5. Universal 1 The owners or representatives of all the company’s shares may, if no
meeting and con-
sent to a motion objection is raised, hold a general meeting without complying with the
applicable regulations on convening meetings.
2 This meeting may validly discuss and pass binding resolutions on all
matters within the remit of the general meeting, provided that the own-
ers or representatives of all the shares participate.
3 A general meeting may also be held without complying with the ap-
plicable regulations on convening meetings if the resolutions are de-
cided in writing on paper or electronically, unless a shareholder or their
representative requests an oral debate.
Art. 701a532
6. Venue 1 The board of directors shall decide on the venue for the general meet-
a. In
general
ing.
2No shareholder shall be unduly obstructed in exercising their rights in
connection with the general meeting by the choice of venue.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
267 / 542
3 The general meeting may be held in various locations at the same time.
In this case, the oral contributions of participants must be transmitted
directly in sound and vision to all venues.
Art. 701b533
b. Foreign venue 1 The general meeting may be held abroad if the articles of association
so permit and the board of directors designate an independent voting
representative in the notice convening the meeting.
2In the case of companies whose shares are not listed on a stock ex-
change, the board of directors may dispense with designating an inde-
pendent voting representative provided all the shareholders agree.
Art. 701c534
7. Use of elec- The board of directors may provide that shareholders who are not pre-
tronic means
a. Exercise of
sent at the general meeting venue are able to exercise their rights elec-
shareholder tronically.
rights
Art 701d535
b. Virtual 1 A general meeting may be held with no venue by electronic means if
general meeting
the articles of association so permit and the board of directors designate
an independent voting representative in the notice convening the meet-
ing.
change, the articles of association may provide that the designation of
an independent voting representative be dispensed with.
Art. 701e536
c. Requirements 1 The board of directors shall regulate the use of electronic means.
for the use of
electronic means 2 It shall ensure that:
1. the identity of the participants is established;
2. the oral contributions at the general meeting are directly trans-
mitted;
3. each participant can table motions and participate in the debate;
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
268 / 542
4. the result of the vote cannot be falsified.
Art. 701f 537

d. Technical 1 If technical problems arise during the general meeting, with the result
problems
that the general meeting cannot be duly conducted, the meeting must be
held again.
2Resolutions that the general meeting has passed before the technical
problems arise remain valid.
Art. 702538
III. Preparatory 1The board of directors shall take the measures required to determine
measures;
minutes who has the right to vote.
2 It shall ensure that minutes are kept. These record:
1. the date, the starting and end times, the form and the venue of
the general meeting;
2. the number, the type, the nominal value and the class of shares
represented, with details of the shares represented by the inde-
pendent voting representative, by voting representatives for cor-
porate bodies and by custodians acting as representatives;
3. the resolutions and results of the elections;
4. the requests for information made at the general meeting and the
answers given in reply;
5. the statements made by shareholders for the record;
6. any significant technical problems that arise during the general
meeting.539
3The minutes must be signed by the minute-taker and by the person
chairing the general meeting.540
4 Any shareholder may request access to the minutes within 30 days fol-
lowing the general meeting.541
(AS 2020 4005; 2022 109; BBl 2017 399).
538 Amended by No I of the FA of 4 Oct. 1991. in force since 1 July 1992
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
269 / 542
5 In the case of companies whose shares are listed on a stock exchange,

the resolutions and the election results with details of the exact the per-
centage of votes for and against shall be made electronically accessible
within 15 days following the general meeting.542
Art. 702a543
IV. Right of 1 If members of the board of directors or the executive board participate
members of the
board of direc- in the general meeting, they may make a statement on any item on the
tors and the ex-
ecutive board to
agenda.
make a state- 2 The board of directors may table motions on any item on the agenda.
ment; Right of
the board of di-
rectors to table
motions
Art. 703544
V. Resolutions 1 Unless otherwise provided by law or the articles of association, the
and elections
1. In
general meeting shall pass resolutions and conduct elections by a ma-
general jority of the shares bearing voting rights represented.
2The articles of association may provide that in the event of a tie, the
person chairing the meeting has the casting vote.
Art. 704545
2. Important 1 A resolution by the general meeting requires at least two-thirds of the
resolutions
votes represented and a majority of the nominal value of shares repre-
sented for each of the following:
1. any amendment of the company’s objects;
2. the consolidation of shares, unless the consent of all the share-
holders concerned is required;
(AS 2020 4005; 2022 109; BBl 2017 399).
543 Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and
Register and Business Names) (AS 2007 4791; BBl 2002 3148, 2004 3969). Amended by
4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
545 Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl
1983 II 745).
270 / 542
3. a capital increase from equity capital, in return for contributions

in kind or by offset with a claim, and the granting of special
privileges;
4. the restriction or cancellation of the subscription right;
5. the introduction of contingent capital, the introduction of a cap-
ital band or the creation of reserve capital in accordance with
Article 12 of the Banking Act of 8 November 1934546;
6. the conversion of participation certificates into shares;
7. any restriction on the transferability of registered shares;
8. the introduction of shares with preferential right to vote;
9. any change in the currency of the share capital;
10. the introduction of a casting vote for the person chairing the gen-
eral meeting;
11. a provision of the articles of association on holding the general
meeting abroad;
12. the delisting of the equity securities of the company;
13. the relocation of the seat of the company;
14. the introduction of an arbitration clause in the articles of associ-
ation;
15. dispensing with the designation of an independent voting repre-
sentative for conducting a virtual general meeting in the case of
companies whose shares are not listed on a stock exchange;
16. the dissolution of the company.547
2 Provisions of the articles of association which stipulate that larger ma-
jorities than those prescribed by law are required in order to make cer-
tain resolutions may themselves be introduced, amended or repealed
only with the majority specified.548
546 SR 952.0
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
271 / 542
3 Registered shareholders who did not vote in favour of a resolution to

amend the company’s objects or to introduce shares with preferential
right to vote are not bound by restrictions on the transferability of their
shares imposed by the articles of association for the six months follow-
ing publication of such resolutions in the Swiss Official Gazette of Com-
merce.
Art. 704a549
3. Conversion of The resolution of the general meeting on converting bearer shares into
bearer shares
into registered registered shares may be passed by a majority of votes cast. The articles
shares of association must not impede the conversion.
Art. 704b550
4. Notice the No resolutions may be passed on motions relating to agenda items for
items on the
agenda which due notice has not been given; exceptions to this are motions to
convene an extraordinary general meeting or to carry out a special audit
and to appoint an external auditor.
Art. 705
VI. Right to 1 The general meeting may remove any persons that it has elected.552
remove551
2 The claims for compensation of persons thus dismissed are reserved.
Art. 706
VII. Challenging 1 The board of directors and every shareholder may challenge resolu-
resolutions of the
general meeting tions of the general meeting which violate the law or the articles of as-
1. Right of ac- sociation by bringing action against the company before the court.
tion and
grounds553
(AS 2015 1389; BBl 2014 605).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
272 / 542
2 In particular, challenges may be brought against resolutions which

1. remove or restrict the rights of shareholders in breach of the law
or the articles of association;
2. remove or restrict the rights of shareholders in an improper man-
ner;
3. give rise to the unequal treatment or disadvantaging of the share-
holders in a manner not justified by the company’s objects;
4. transform the company into a non-profit organisation without
the consent of all the shareholders.554
3–4 …555
5 A court judgment that annuls a resolution made by the general meeting
is effective for and against all the shareholders.
Art. 706a556
2. Procedure 1The right to challenge shall lapse if the action is not brought within
two months of the general meeting.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
273 / 542
2 Where the board of directors is the claimant, the court shall appoint a
representative for the company.
3 …557
Art. 706b558
VIII. Nullity559 In particular, resolutions of the general meeting shall be void if they:
1. remove or restrict the right to participate in the general meeting,
the minimum right to vote, the right to take legal action or other
shareholder rights that are mandatory in law;
2. restrict the shareholders’ rights of control beyond the legally
permissible degree, or
3. disregard the basic structures of the company limited by shares
or the provisions on capital protection.
B. The Board of Directors560
Art. 707
I. In 1 The company’s board of directors comprises one or more members.562
general
1. Eligibility561 2 …563
3 Where a legal entity or commercial company holds an equity partici-
pation in the company, it is not eligible as such to serve as a member of
the board of directors; however, its representative may be elected in its
stead.
from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
(AS 1992 733; BBl 1983 II 745).
Register and Business Names), in force since
1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
2004 3969).
Register and Business Names), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002
3148, 2004 3969).
274 / 542
Art. 708564
Art. 709565
2. Representa- 1 Where two or more different classes of shares exist with regard to vot-
tion of share-
holder classes ing or property rights, the articles of association must stipulate that the
and groups566 shareholders of each different class of shares are entitled to elect at least
one representative to the board of directors.
2The articles of association may contain special provisions to protect
minorities or specific groups of shareholders.
Art. 710567
3. Term of office 1 The term of office of members of the board of directors of companies
whose shares are listed on a stock exchange shall end at the latest on
conclusion of the next ordinary general meeting. Members are elected
individually.
2 In the case of companies whose shares are not listed on a stock ex-
change, the term of office amounts to three years, unless the articles of
association provide otherwise; however, the term of office must not ex-
ceed six years. Members are elected individually, unless the articles of
association provide otherwise or the person chairing the general meeting
issues a different order with the consent of all the shareholders repre-
sented.
3 Re-election is possible.
3148, 2004 3969).
(AS 1992 733; BBl 1983 II 745).
2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
275 / 542
Art. 711568
Art. 712569
II. Organisation 1 In the case of companies whose shares are listed on a stock exchange,
1. Chair the general meeting shall elect one of the members of the board of di-
rectors to be chair. The chair’s term of office ends at the latest on con-
clusion of the next ordinary general meeting.
change, the board of directors shall elect one of its members to be chair.
The articles of association may stipulate that the chair be elected by the
general meeting.
3 Re-election is possible.
4 If the office of chair becomes vacant, the board of directors shall ap-
point a new chair for the remaining term of office. The articles of asso-
ciation may provide for different rules on remedying this organisational
deficiency.
Art. 713570
2. Resolutions 1 Resolutions of the board of directors are passed by a majority of the
votes cast. The chairman has a casting vote, unless the articles of asso-
ciation provide otherwise.
2 The board of directors may pass its resolutions:
1. at a meeting that has a physical venue;
2. by using electronic means, applying Articles 701c–701e mutatis
mutandis;
3. in writing on paper or electronically, unless a member requests
that it be debated orally. If the resolution is passed electroni-
cally, no signature is required, unless the board of directors
specify a different requirement in writing.571
3Minutes shall be kept of the board’s discussions and resolutions; these
shall be signed by the chair and by the minute-taker.572
3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
276 / 542
Art. 714573
3. Void The grounds for the nullity of resolutions by the general meeting apply
resolutions
mutatis mutandis to resolutions by the board of directors.
Art. 715574
4. Right to con- Any member of the board of directors may request that the chair con-
vene meetings
vene a meeting without delay, but must state the reasons for his request.
Art. 715a575
5. Right to infor- 1 Any member of the board of directors may request information on any
mation and of in-
spection company business.
2 At meetings, all members of the board of directors and all persons en-
trusted with managing the company’s business are obliged to give in-
formation.
3Outside meetings, any member may request information from the per-
sons entrusted with managing the company’s business concerning the
company’s business performance and, with the chair’s authorisation,
specific transactions.
4 Where required for the performance of their duties, any member may
request the chair to have books of account and documents made availa-
ble to them for inspection.
5 If the chair refuses a request for information, a request to be heard or
an application to inspect documents, the board of directors shall rule on
the matter.
6 Rulings or resolutions of the board of directors conferring on the di-
rectors more extensive rights to obtain information or inspect documents
are reserved.
Art. 716576
III. Duties 1 The board of directors may pass resolutions on all matters not reserved
1. In to the general meeting by law or the articles of association.
general
2 The board of directors shall manage the business of the company, un-
less responsibility for such management has been delegated.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
277 / 542
Art. 716a577
2. Non-transfera- 1 The board of directors shall have the following non-transferable and
ble duties
inalienable duties:
1. the overall management of the company and issuing the required
directives;
2. determining the company’s organisation;
3. organising the accounting, financial control and financial plan-
ning systems as required for management of the company;
4. appointing and dismissing persons entrusted with managing and
representing the company;
5. overall supervision of the persons entrusted with managing the
company, in particular with regard to compliance with the law,
articles of association, operational regulations and directives;
6. compiling the annual report578, preparing for the general meet-
ing and implementing its resolutions;
7.579 filing an application for a debt restructuring moratorium and no-
tifying the court in the event that the company is overindebted;
8.580 in the case of companies whose shares are listed on a stock ex-
change: preparing the remuneration report.
2 The board of directors may assign responsibility for preparing and im-
plementing its resolutions or monitoring transactions to committees or
individual members. It must ensure appropriate reporting to its mem-
bers.
Art. 716b581
3. Delegation of 1 Unless the articles of association provide otherwise, the board of di-
business man-
agement rectors may delegate the management of all or part of the company’s
business in accordance with organisational regulations to individual
members or third parties (executive board).
2 In the case of companies whose shares are listed on a stock exchange,
the management of the company’s business may be delegated to indi-
vidual members of the board of directors or to other natural persons. The

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
278 / 542
management of the company’s assets may be delegated to natural per-

sons or legal entities.
3 The organisational regulations shall regulate the management of the
company’s business, stipulate the bodies required to carry this out, de-
fine their duties and, in particular, regulate the company’s internal re-
porting.
4 On request, the board of directors shall issue information in writing or
electronically concerning the organisation of the business management
to shareholders and company creditors with a demonstrable interest war-
ranting protection.
5 Where management of the company’s business has not been delegated,
it is the responsibility of all the members of the board of directors.
Art. 717582
IV. Duty of care 1The members of the board of directors and third parties engaged in
and loyalty
1. In general583
managing the company’s business must perform their duties with all due
diligence and safeguard the interests of the company in good faith.
2 They must afford the shareholders equal treatment in like circum-
stances.
Art. 717a584
2. Conflicts of 1 The members of the board of directors and the executive board shall
interest
inform the board of directors immediately and comprehensively of any
conflicts of interest affecting them.
2 The board of directors shall take the measures required to safeguard
the company’s interests.

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
279 / 542
Art. 718585
V. Representa- 1 The board of directors shall represent the company externally. Unless
tion
1. In
the articles of association or the organisational regulations stipulate oth-
general erwise, every member shall have the authority to represent the company.
2 The board of directors may delegate the task of representation to one
or more members (managing directors) or third parties (executive offic-
ers).
3 At least one member of the board of directors must be authorised to
represent the company.
4 The company must be able to be represented by one person who is
resident in Switzerland. This person must be a member of the board of
directors or an executive officer. They must have access to the share
register and to the register under Article 697l, unless this register is kept
by a financial intermediary.586
Art. 718a587
2. Scope and re- 1The persons with authority to represent the company may carry out
striction
any legal acts on behalf of the company that are consistent with the com-
pany’s objects.
2 Any restriction of such authority shall have no effect against bona fide
third parties; any provisions governing exclusive representation of the
principal place of business or a branch office or governing joint repre-
sentation of the company that are entered in the commercial register are
exceptions to this rule.

(AS 1992 733; BBl 1983 II 745).
Register and Business Names) (AS 2007 4791; BBl 2002 3148, 2004 3969). 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; BBl
2014 605).
(AS 1992 733, BBl 1983 II 745).
280 / 542
Art. 718b588
3. Contracts If the company is represented in the conclusion of a contract by the per-
between the
company and son with whom it is concluding the contract, the contract must be done
its representative in writing. This requirement does not apply to contracts relating to eve-
ryday business where the value of the company's goods or services does
not exceed 1,000 francs.
Art. 719
4. Signatures589 The persons with authority to represent the company must sign by ap-
pending their signature to the business name of the company.
Art. 720590
Art. 721591
5. Registered at- The board of directors may appoint registered attorneys and other com-
torneys and com-
mercial agents592 mercial agents.
Art. 722593
VI. Directors’ The company shall be liable for any loss or damage caused by unauthor-
and officers’ lia-
bility594 ised acts carried out in the exercise of its business activities by a person
authorised to manage or represent the company.
No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments
to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and
Business Names), in force since 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).
2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
281 / 542
Art. 723–724595
Art. 725596
VII. Imminent 1 The board of directors shall monitor the solvency of the company.
insolvency, loss
of capital and 2 If the company is threatened with insolvency, the board of directors
overindebtedness
1. Imminent shall take measures to ensure its solvency. It shall take, where necessary,
Insolvency further measures to restructure the company or shall request the general
meeting to approve such measures if they fall within the competence of
the general meeting. It shall, if necessary, apply for a debt restructuring
moratorium.
3 The board of directors shall act with the required urgency.
Art. 725a597
2. Capital loss 1 If the most recent annual accounts indicate that the assets less the lia-
bilities no longer cover half of the sum of the share capital, the statutory
capital reserve not to be repaid to the shareholders and the statutory re-
tained earnings, the board of directors shall take measures to rectify the
loss of capital. It shall take, where necessary, further measures to re-
structure the company or shall request the general meeting to approve
such measures if they fall within the competence of the general meeting.
2If the company does not have an external auditor, the most recent an-
nual accounts must also undergo a limited audit by a licensed auditor
before their approval by the general meeting. The board of directors
shall appoint the licensed auditor.
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
4005; 2022 109; BBl 2017 399).
282 / 542
3The audit requirement in paragraph 2 does not apply if the board of

directors applies for a debt restructuring moratorium.
4The board of directors and the external auditor or the licensed auditor
shall act with the required urgency.
Art. 725b598
3.Overindebted- 1 If there is justified concern that the company’s liabilities are no longer
ness
covered by its assets, the board of directors shall immediately prepare
an interim account at going concern values and sale values. An interim
account at sale values is not required if it is assumed that the company
will continue to operate and the interim account at going concern values
does not indicate overindebtedness. If it is assumed that the company
will not continue to operate, an interim account at sale values is suffi-
cient.
2 The board of directors shall have the interim accounts audited by the
external auditor or if there is no external auditor, by a licensed auditor;
it shall appoint the licensed auditor.
3 If the company is overindebted according to the two interim accounts,
the board of directors shall notify the court. The court shall open bank-
ruptcy proceedings or proceed in accordance with Article 173a of the
Federal Act of 11 April 1889599 on Debt Enforcement and Bankruptcy.
(AS 2020 4005; 2022 109; BBl 2017 399).
599 SR 281.1
283 / 542
4 Notification of the court is not required:

1. if the company’s creditors subordinate their claims to those of
all other company creditors to the extent of the overindebted-
ness, provided the subordination of the amount due and the in-
terest claims apply for the duration of the overindebtedness; or
2. provided there is a reasonable prospect that the overindebted-
ness can be remedied within a reasonable period, but no later
than 90 days after submission of the audited interim accounts,
and that the claims of the creditors are not additionally jeopard-
ised.
5 If the company does not have an external auditor, the licensed auditor
must comply with the reporting duties of the external auditor conducting
a limited audit.
6The board of directors and the external auditor or the licensed auditor
shall act with the required urgency.
Art. 725c600
4. Revaluation of 1 In order to remedy a loss of capital in accordance with Article 725a or
immovable prop-
erty and partici- overindebtedness in accordance with Article 725b, immovable property
pations and participations whose true value has exceeded their acquisition or
production costs may be revalued at a maximum of the true value. The
amount of the revaluation shall be shown separately under the statutory
retained earnings as the revaluation reserve.
2Revaluation is permitted only if the external auditor or, if there is no
external auditor, a licensed auditor confirms in writing that the statutory
provisions have been complied with.
3 The revaluation reserve may only be dissolved by conversion into
share or participation capital and by valuation adjustment or sale of the
revalued assets.
Art. 726
VIII. Dismissal 1 The board of directors may dismiss committees, managing directors,
and suspen-
sion601 executive officers, registered attorneys and other commercial agents that
it has appointed at any time.
2 The registered attorneys and commercial agents appointed by the gen-
eral meeting may be suspended from their duties at any time by the
board of directors, providing a general meeting is convened immedi-
ately.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
284 / 542
3 Claims for compensation by persons dismissed or suspended are re-

served.
C. 602 External Auditors
Art. 727
I. Audit require- 1The following companies must have their annual accounts and if ap-
ment
1. Ordinary audit
plicable their consolidated accounts reviewed by an external auditor in
an ordinary audit:
1. Publicly traded companies; these are companies that:
a. have equity securities listed on a stock exchange,
b. have bonds outstanding,
c. contribute at least 20 per cent of the assets or of the turno-
ver to the consolidated accounts of a company in terms of
letter a or b;
2. 603 Companies that exceed two of the following thresholds in two
successive financial years:
a. a balance sheet total of 20 million francs,
b. sales revenue of 40 million francs,
c. 250 full-time positions on annual average;
3. Companies that are required to prepare consolidated accounts.
1bisIf the financial reporting is not carried out in francs, in order to as-
certain the values in accordance with paragraph 1 number 2, the ex-
change rate as at the balance sheet date shall be applied for the balance
sheet total and the annual average exchange rate for the sales revenue.604
2 An ordinary audit must be carried out if shareholders who represent at
least 10 per cent of the share capital so request.
3 If the law does not require an ordinary audit of the annual accounts,
the articles of association may provide or the general meeting may de-
cide that the annual accounts be subjected to an ordinary audit.
(AS 2007 4791; BBl 2002 3148, 2004 3969)..
603 Amended by No I of the FA of 17 June 2011 (Auditing Law), in force since 1 Jan. 2012
(AS 2011 5863; BBl 2008 1589). See also the Transitional provision below relating to this
amendment.
(AS 2020 4005; 2022 109; BBl 2017 399).
285 / 542
Art. 727a
2. Limited audit 1 If the requirements for an ordinary audit are not met, the company
must have its annual accounts reviewed by an external auditor in a lim-
ited audit.
2With the consent of all the shareholders, a limited audit may be dis-
pensed with if the company does not have more than ten full-time em-
ployees on annual average.
3 The board of directors may request the shareholders in writing for their
consent. It may set a period of at least 20 days for reply and give notice
that failure to reply will be regarded as consent.
4 If the shareholders have dispensed with a limited audit, this also ap-
plies for subsequent years. Any shareholder has however the right, at
the latest 10 days before the general meeting, to request a limited audit.
In such an event, the general meeting must appoint the external auditor.
5 The board of directors shall amend the articles of association to the
extent required and apply to the commercial register for the deletion or
the registration of the external auditor.
Art. 727b
II. Requirements 1 Publicly traded companies must appoint as an external auditor an audit
for the external
auditor company under state oversight in terms of the Auditor Oversight Act of
1. In an ordinary 16 December 2005605. They must also arrange for audits that must be
audit
carried out in terms of the statutory provisions by a licensed auditor or
a licensed audit expert to be carried out by a state supervised audit com-
pany.
2 Other companies that are required to have an ordinary audit must ap-
point as external auditor a licensed audit expert in terms of the Auditor
Oversight Act of 16 December 2005. They must also arrange for audits
that must be carried out in terms of the statutory provisions by a licensed
auditor to be carried out by a licensed audit expert.
Art. 727c
2. In a limited Companies that are required to have a limited audit must appoint as ex-
audit
ternal auditor a licensed auditor in terms of the Auditor Oversight Act
of 16 December 2005606.
605 SR 221.302
606 SR 221.302
286 / 542
Art. 728
III. Ordinary au- 1 The external auditor must be independent and form its audit opinion
dit
1. Independence
objectively. Its true or apparent independence must not be adversely af-
of the external fected.
auditor
2 The following are in particular not compatible with independence:
1. membership of the board of directors, any other decision-mak-
ing function in the company or any employment relationship
with it;
2. a direct or significant indirect participation in the share capital
or a substantial claim against or debt due to the company;
3. a close relationship between the person managing the audit and
a member of the board of directors, another person in a decision-
making function, or a major shareholder;
4. the involvement in the accounting or the provision of any other
services which give rise to a risk that the external auditor will
have to review its own work;
5. the assumption of a duty that leads to economic dependence;
6. the conclusion of a contract on non-market conditions or of a
contract that establishes an interest on the part of the external
auditor in the result of the audit;
7. the acceptance of valuable gifts or of special privileges.
3 The provisions on independence apply to all persons involved in the
audit. If the external auditor is a partnership or a legal entity, then the
provisions on independence also apply to the members of the supreme
management or administrative body and to other persons with a deci-
sion-making function.
4 Employees of the external auditor that are not involved in the audit
may not be members of the board of directors or exercise any other de-
cision-making function in the company being audited.
5 There is no independence if persons who do not meet the requirements
of independence are closely associated with the external auditor, per-
sons involved in the audit, the members of the supreme management or
administrative bodies or others persons with a decision-making func-
tion.
6 The provisions on independence also apply to undertakings controlled
by the company or the external auditor or that control the company or
the external auditor.607
(AS 2020 4005; 2022 109; BBl 2017 399).
287 / 542
Art. 728a
2. Duties of the 1 The external auditor shall examine whether:
external auditor
a. Object and ex- 1. the annual accounts and, if applicable, the consolidated accounts
tent of the audit
comply with the statutory provisions, the articles of association
and the chosen set of financial reporting standards;
2. the motion made by the board of directors to the general meeting
on the allocation of the balance sheet profit complies with the
statutory provisions and the articles of association;
3. there is an internal system of control;
4.608 in the case of companies whose shares are listed on a stock ex-
change, the remuneration report complies with the statutory
rules and the articles of association.
2The external auditor takes account of the internal system of control
when carrying out the audit and in determining the extent of the audit.
3 The management of the board of directors is not the subject matter of
the audit carried out by the external auditor.
Art. 728b
b. Audit report 1 The external auditor provides the board of directors with a comprehen-
sive report with conclusions on the financial reporting, the internal sys-
tem of control as well as the conduct and the result of the audit.
2The external auditor provides the general meeting with a summary re-
port in writing on the result of the audit. This report contains:
1. an assessment on the result of the audit;
2. information on independence;
3. information on the person who managed the audit and on his
specialist qualifications;
4. a recommendation on whether the annual accounts and the con-
solidated accounts should be approved or rejected with or with-
out qualification.
3 Both reports must be signed by the person who managed the audit.
Art. 728c
c. Duties to no- 1 If the external auditor finds that there have been infringements of the
tify
law, the articles of association or the organisational regulations, it shall
give notice of this to the board of directors in writing.
(AS 2020 4005; 2022 109; BBl 2017 399).
288 / 542
2 In addition, it informs the general meeting of any infringements of the

law or the articles of association, if:
1. these are material; or
2. the board of directors fails to take any appropriate measures on
the basis of written notice given by the external auditor.
3 If the company is clearly overindebted and the board of directors fails
to notify the court of this, then the external auditor will notify the court.
Art. 729
IV. Limited audit 1 The external auditor must be independent and form its audit opinion
1. Independence objectively. Its true or apparent independence must not be adversely af-
of the external
auditor609 fected.
2 Involvement in the accounting and the provision of other services for
the company being audited are permitted. In the event that the risk of
auditing its own work arises, a reliable audit must be ensured by means
of suitable organisational and staffing measures.
Art. 729a
1
2. Duties of the The external auditor examines whether there are circumstances that
external auditor
a. Object and ex-
indicate that:
tent of the audit
1. the annual accounts do not comply with the statutory provisions
or the articles of association;
2. the motion made by the board of directors to the general meeting
on the allocation of the balance sheet profit does not comply
with the statutory provisions and the articles of association.
2The audit shall be limited to conducting interviews, analytical audit
activities and appropriate detailed inspections.
3 The management of the board of directors is not the subject matter of
the audit carried out by the external auditor.
Art. 729b
b. Audit report 1The external auditor provides the general meeting with a summary re-
port in writing on the result of the audit. This report contains:
1. a reference to the limited nature of the audit;
2. an assessment on the result of the audit;
3. information on independence and, if applicable, on participation
in accounting and other services provided to the company being
audited;
(AS 2020 4005; 2022 109; BBl 2017 399).
289 / 542
4. information on the person who managed the audit, and on his

specialist qualifications.
2 The report must be signed by the person who managed the audit.
Art. 729c
c. Duty to notify If the company is obviously overindebted and the board of directors fails
to notify the court, then the external auditor will notify the court.
Art. 730
V. Common pro- 1 The general meeting shall appoint the external auditor.
visions
1. Appointment 2One or more natural persons or legal entities or partnerships may be
of the external
auditor appointed.
3 Public audit offices or their employees may also be appointed as ex-
ternal auditor provided they meet the requirements of this Code. The
provisions on independence apply mutatis mutandis.
4At least one member of the external auditor must be resident in Swit-
zerland, or have its registered office or a registered branch office in
Switzerland.
Art. 730a
2. Term of office 1 The external auditor shall be appointed for a period of one up to three
of the external
auditor financial years. Its term of office ends on the adoption of the annual
accounts for the final year. Re-appointment is possible.
2 In the case of an ordinary audit, the person who manages the audit may
exercise his mandate for seven years at the most. He may only accept
the same mandate again after an interruption of three years.
3 If an external auditor resigns, it must notify the board of directors of
the reasons; the board of directors informs the next general meeting of
these reasons.
4The general meeting may only remove the external auditor for good
cause.610
Art. 730b
3. Information 1The board of directors shall provide the external auditor with all the
and confidential-
ity documents and information that it requires, in writing if so requested.
2The external auditor shall safeguard the business secrets of the com-
pany in its assessments, unless it is required by law to disclose such
(AS 2020 4005; 2022 109; BBl 2017 399).
290 / 542
information. In its reports, in submitting notices and in providing infor-

mation to the general meeting, it safeguards the business secrets of the
company.
Art. 730c
4. Documenta- 1 The external auditor must document all audit services and keep audit
tion and reten-
tion reports and any other essential documents for at least ten years. It must
ensure that electronic data can be made readable for the same period.
2 The documents must make it possible to confirm compliance with the
statutory provisions in an efficient manner.
Art. 731
5. Approval of 1 In companies that are required to have their annual accounts and, if
the accounts and
allocation of applicable, their consolidated accounts reviewed by an external auditor,
profits the audit report must be submitted before the annual accounts and the
consolidated accounts are approved at the general meeting and a resolu-
tion is passed on the allocation of the balance sheet profit.
2 If an ordinary audit is carried out, the external auditor must be present
at the general meeting. The general meeting may waive the presence of
the external auditor by unanimous resolution.
3 If the required audit report is not submitted, the resolutions on the ap-
proval of the annual accounts and the consolidated accounts and on the
allocation of the balance sheet profit are null and void. If the provisions
on the presence of the external auditor are infringed, these resolutions
may be challenged.
Art. 731a
6. Special provi- 1 The articles of association and the general meeting may specify details
sions
on the organisation of the external auditor in more detail and expand its
range of duties.
2 The external auditor may not be assigned duties of the board of direc-
tors, or duties that adversely affect its independence.
3 The general meeting may appoint experts to audit the management or
individual aspects thereof.
291 / 542
D.611 Defects in the Organisation of the Company
Art. 731b
1Any shareholder or creditor may request the court to take the required
measures if a company has any of the following organisational defects:
1. The company lacks any of the required corporate bodies.
2. A required corporate body is not composed correctly.
3. The company is not keeping the share register or the register of
its reported beneficial owners in accordance with the regula-
tions.
4. The company has issued bearer shares without having equity se-
curities listed on a stock exchange or organising the bearer
shares as intermediated securities.
5. The company is no longer legally domiciled at its seat.612
1bis The court may in particular:
1. allow the company a period of time, under threat of its dissolu-
tion, within which to re-establish the lawful situation;
2. appoint the required corporate body or an administrator;
3. dissolve the company and order its liquidation according to the
regulations on insolvency proceedings.613
2 If the court appoints the required corporate body or an administrator,
it determines the duration for which the appointment is valid. It shall
requires the company to bear the costs and to make an advance payment
to the appointed persons.
3 If there is good cause, the company may request the court to remove
the persons the court has appointed.
4 The liquidators appointed to liquidate the company under the bank-
ruptcy provisions shall notify the court as soon as they establish over-
indebtedness; the court opens the bankruptcy proceedings.614
(AS 2007 4791; BBl 2002 3148, 2004 3969).
612 Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of
the Global Forum on Transparency and Exchange of Information for Tax Purposes, in
force since 1 Jan. 2021, No 4 in force from 1 May 2021
(AS 2019 3161, 2020 957; BBl 2019 279).
614 Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since
1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
292 / 542
Section Four:615
Remuneration in Companies whose Shares are Listed on a
Stock Exchange
Art. 732
A. Scope of 1 The provisions of this section apply to companies whose shares are
application
listed on a stock exchange.
2Other companies may provide in their articles of association that they
apply this section in full or in part.
Art. 732a
Repealed
Art. 733
B. Remuneration 1The general meeting shall elect the members of the remuneration com-
committee
mittee individually.
2 Only members of the board of directors may be elected.
3The term of office ends on conclusion of the next ordinary general
meeting. Re-election is possible.
4If there are any vacancies on the remuneration committee, the board
of directors shall appoint the members required for the remaining term
of office. The articles of association may provide for other rules on rem-
edying this organisational deficiency.
5The articles of association shall regulate the principles on the duties
and responsibilities of the remuneration committee.
Art. 734
C. Remuneration 1The board of directors shall prepare a written remuneration report each
report
I. In
year.
general 2 The provisions of the thirty-second title on the principles of proper
financial reporting, the presentation, currency and language and the
keeping and retention of the company ledgers apply mutatis mutandis to
the remuneration report.
3 The provisions governing notice and publication of the annual report
apply mutatis mutandis to notice and publication of the remuneration
report.
615 Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023,
Art. 734f in force since 1 Jan. 2021 (AS 2020 4005; 2022 109; BBl 2017 399).
293 / 542
Art. 734a
II. Remuneration 1The remuneration report shall specify all the remuneration that the
of the board of
directors, the ex- company has paid directly or indirectly to:
ecutive board
and the board of 1. current members of the board of directors;
advisors
2. current members of the executive board;
3. current members of the board of advisors;
4. former members of the board of directors, the executive board
or the board of advisors, provided they are connected with their
former activity as a corporate body of the company; the forego-
ing does not apply to occupational pension benefits.
2 In particular, the following are deemed to be remuneration:
1. fees, salaries, bonuses and account credits;
2. shares of profits paid to board members and commissions, par-
ticipation in turnover and other forms of participation in the
business results;
3. services and benefits in kind;
4. the allocation of equity securities, and conversion and option
rights;
5. joining bonuses;
6. guarantee and pledge commitments and other collateral commit-
ments;
7. waivers of claims;
8. expenditures giving rise to or increasing occupational benefit
entitlements;
9. all payments and benefits for additional work;
10. compensation connected with the prohibition of competition.
3 The details of the remuneration shall include:
1. the amount for the board of directors as a whole and the amount
for each member, specifying the name and function of the mem-
ber concerned;
2. the amount for the executive board as a whole and the highest
amount for each member, specifying the name and function of
the member concerned;
3. the amount for the board of advisors as a whole and the amount
for each member, specifying the name and function of the mem-
ber concerned;
4. if applicable the names and functions of the members of the ex-
ecutive board to whom additional amounts have been paid.
294 / 542
Art. 734b
III. Loans and 1 The remuneration report shall specify:
credit facilities
for the board of 1. loans and credit facilities granted to the current members of the
directors, the ex-
ecutive board board of directors, executive board and board of advisors that
and the board of are still outstanding;
advisors
2. loans and credit facilities granted to former members of the
board of directors, executive board and board of advisors that
were granted on conditions other than the customary market
conditions and are still outstanding.
2Article 734a paragraph 3 applies mutatis mutandis to the information
on loans and credit facilities.
Art. 734c
IV. Remunera- 1 The following shall be shown separately in the remuneration report:
tion, loans and
credit facilities 1. the remuneration that the company has paid directly or indi-
granted to close
associates rectly on conditions other than the customary market conditions
to persons closely associated with current or former members of
the board of directors, the executive board or the board of advi-
sors;
2. the loans and credit facilities granted on conditions other than
the customary market conditions to persons closely associated
with current or former members of the board of directors, the
executive board or the board of advisors which are still out-
standing.
2 The names of the close associates need not be provided.
3 The rules on information on the remuneration of, and loans and credit
facilities granted to members of the board of directors, the executive
board and the board of advisors otherwise apply.
Art. 734d
V. Participation The remuneration report must indicate the participation rights in the
rights and
options on such company and the options on such rights of each current member of the
rights board of directors, the executive board and the board of advisors includ-
ing the member’s close associates, as well as providing the name and
function of the member concerned.
Art. 734e
VI. Activities in 1 The remuneration report shall specify the functions of the members of
other
undertakings the board of directors, the executive board and the board of advisors in
other undertakings in accordance with Article 626 paragraph 2 num-
ber 1.
295 / 542
2 The details shall include the name of the member and of the undertak-
ing and the function exercised.
Art. 734f616
VII. Gender rep- Unless each gender makes up at least 30 per cent of the board of direc-
resentation of on
the board of ditors and 20 per cent of the executive board, the following must be indi-
rectors and in the
executive board
cated in the remuneration report of companies that exceed the thresholds
in Article 727 paragraph 1 number 2:
1. the reasons why genders are not represented as required; and
2. the measures being taken to increase representation of the less
well represented gender.
Art. 735
D. Voting in the 1 The general meeting shall vote on the remuneration that the board of
general meeting
I. Remuneration
directors, the executive board and the board of advisors directly or indi-
rectly receive from the company.
2The articles of association shall regulate the details of the vote. They
may regulate the procedure in the event that the general meeting does
not agree to the remuneration.
3 The following rules must be observed:
1. The general meeting shall vote annually on the remuneration.
2. The general meeting shall vote separately on the total amount
for the remuneration of the board of directors, the executive
board and the board of advisors.
3. The vote of the general meeting is binding.
4. If variable remuneration is voted on prospectively, the remuner-
ation report must be submitted to the general meeting for an ad-
visory vote.
Art. 735a
II. Additional 1 In the event that the general meeting votes prospectively on the remu-
amount for the
executive board neration of the executive board, the articles of association may provide
for an additional amount for the remuneration of persons newly ap-
pointed as members of the executive board after the vote.
2 The additional amount may only be used if the total amount of remu-
neration for the executive board agreed by the general meeting is not
sufficient to remunerate the new members until the next vote of the gen-
eral meeting.
616 See also Art. 4 of the transitional provision to the Amendment of 19.06.2020 at the end of
the text.
296 / 542
3 The general meeting does not vote on the additional amount used.
Art. 735b
E. Term of con- 1The term of the contracts governing the remuneration of the members
tracts
of the board of directors may not exceed their term of office.
2 The term of limited contracts and the notice of termination for unlim-
ited contracts that govern the remuneration of the members of the exec-
utive board and the board of advisors may amount to a maximum of one
year.
Art. 735c
F. Remuneration The following remuneration for current and former members of the
that is not per-
mitted board of directors, the executive board and the board of advisors or for
I. In the com- their close associates is not permitted:
pany
1. severance payments that are contractually agreed or provided
for in the articles of association; remuneration that is due until
the termination of the contracts does not constitute a severance
payment;
2. compensation related to a ban on competition that exceeds the
average remuneration for the last three financial years, or com-
pensation related to a ban on competition that is not justified on
business grounds;
3. remuneration paid on conditions other than the customary mar-
ket conditions connected with a previous activity as a corporate
body of the company;
4. joining bonuses that do not compensate for a verifiable financial
disadvantage;
5. remuneration paid in advance;
6. commission paid for taking over or transferring undertakings or
parts thereof;
7. loans, credit facilities, pension benefits other than occupational
pensions and performance-related remuneration not provided
for in principle in the articles of association;
8. the allocation of equity securities or conversion and option
rights not provided for in principle in the articles of association.
297 / 542
Art. 735d
II. In the group Remuneration for members of the board of directors, the executive
board and the board of advisors or their close associates for activities in
undertakings controlled by the company is not permitted, provided the
remuneration:
1. would not be permitted if it were paid directly by the company;
2. is not provided for in the articles of association of the company;
or
3. has not been approved by the general meeting of the company.
Section Five: Dissolution of a Company Limited by Shares
Art. 736
A. Dissolution in 1 The company shall be dissolved:
general
I. Grounds 1. in accordance with the articles of association;
2. by resolution of the general meeting, to be recorded in a public
deed;
3. by the commencement of insolvency proceedings;
4.617 bycourt judgment if shareholders together representing at least
ten per cent of the share capital or the votes request its dissolu-
tion for good cause;
5. in the other cases envisaged by law.
2In the case of an action for dissolution for good cause, instead of dis-
solution, the court may order another appropriate solution that is ac-
ceptable to those concerned.618
Art. 737619
II. Entry in the 1 The dissolution of a company must be entered in the commercial reg-
commercial reg-
ister ister.
2 Notice of dissolution by court judgment must be given by the court to
the commercial register office immediately.
3 Notice of dissolution on other grounds must be given by the company
to the commercial register office.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
298 / 542
Art. 738620
III. Conse- The dissolved company shall enter into liquidation, except in cases in-
quences
volving a merger, a split or the transfer of its assets to a public sector
corporation.
Art. 739
B. Dissolution 1 A company entering into liquidation shall retain its legal personality
with liquidation
I. Consequences
and its existing business name, albeit with the words “in liquidation”
of liquidation. appended to it, until such time as its assets have been distributed among
powers
the shareholders.
2 As of the company’s entry into liquidation, the powers of its corporate
bodies shall be limited to such actions as are necessary to carry out the
liquidation but which by their nature may not be performed by the liq-
uidators.
Art. 740
II. Appointment 1 The liquidation shall be carried out by the board of directors, unless
and dismissal of
the liquidators the articles of association or a resolution by the general meeting delegate
1. Appoint- it to other persons.
ment621
2The board of directors shall notify the liquidators for entry in the com-
mercial register, even where the liquidation is carried out by the board
of directors.
3 At least one of the liquidators must be resident in Switzerland and au-
thorised to represent the company.622
4Where the company is dissolved by court judgment, the court shall
appoint the liquidators.623
5 In the event of insolvency, the insolvency administrators shall carry
out the liquidation in accordance with the provisions of insolvency law.
The corporate bodies of the company shall retain their authority to rep-
resent the company only to the extent such representation is still neces-
sary.
620 Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004
(AS 2004 2617; BBl 2000 4337).
(AS 1992 733; BBl 1983 II 745).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 1992 733; BBl 1983 II 745).
299 / 542
Art. 741624
2. Dismissal 1 The general meeting may dismiss the liquidators it appointed at any
time.
2On application by a shareholder, the court may dismiss liquidators and
appoint others as necessary for good cause.
Art. 742
III. Liquidation 1 On taking up their office, the liquidators must draw up a balance sheet.
process
1. Balance sheet, 2 The creditors shall be informed of the dissolution of the company and
call on creditors
requested to register their claims, by separate letter in the case of credi-
tors identifiable from the accounting records or in some other manner,
and by public announcement in the Swiss Official Gazette of Commerce
as well as in the form envisaged in the articles of association in the case
of unknown creditors and those whose address is not known.
Art. 743
2. Other duties 1 The liquidators must wind up the current business, call in any still out-
standing share capital, realise the company’s assets and perform its ob-
ligations, providing the balance sheet and the call to creditors do not
indicate overindebtedness.
2Where they ascertain that the company is overindebted, they must im-
mediately notify the court; the latter then declares the commencement
of insolvency proceedings.
3 The liquidators must represent the company in all transactions carried
out for liquidation purposes and are entitled to conduct legal actions,
reach settlements, conclude arbitration agreements and even, where re-
quired for liquidation purposes, to effect new transactions.
4They may also dispose of assets by private sale, unless the general
meeting has instructed otherwise.
5 Where the liquidation lasts for an extended period, they must draw up
interim accounts every year.
6The company is liable for any damage resulting from unauthorised acts
by a liquidator in the exercise of his duties.
Art. 744
3. Protection of 1 Where known creditors have failed to register their claims, the amount
creditors
thereof must be deposited with the court.
2Similarly, the amount of claims not yet due from the company and of
disputed obligations of the company must be deposited with the court

(AS 1992 733; BBl 1983 II 745).
300 / 542
unless the creditors are furnished with security in an equivalent amount

or the distribution of the company’s assets is suspended until such obli-
gations have been performed.
Art. 745
4. Distribution of 1 Unless the articles of association provide otherwise, once the debts of
assets
the dissolved company have been discharged, its assets are distributed
among the shareholders in proportion to the amounts they contributed
and with due regard to the preferential rights attaching to specific classes
of shares.625
2The distribution may take place no sooner than one year after the day
on which the call to creditors was made.626
3 Such distribution may take place after only three months where a li-
censed audit expert confirms that the debts have been redeemed and that
in the circumstances it may safely be assumed that no third-party inter-
ests will be harmed.627
Art. 746
IV. Deletion On completion of the liquidation process, the liquidators shall apply to
from the com-
mercial register the commercial register office for the deletion of the business name.
Art. 747628
V. Retention of 1 The share register, the accounting records and the register under Arti-
the share regis-
ter, accounting cle 697l and the underlying documents must be kept in a safe place for
records and reg-
ister
ten years following the deletion of the company. This place shall be de-
cided by the liquidators or if they are unable to agree, by the commercial
register office.
2 The share register and the register must be retained in such a manner
that they can be accessed at any time in Switzerland.

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
628 Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised
recommendations of the Financial Action Task Force, in force since 1 July 2015 (AS 2015
1389; BBl 2014 605).
301 / 542
Art. 748–750629
C. Dissolution
without liquida-
tion
I. ...
Art. 751
II. Takeover by a 1 Where the assets of a company limited by shares are taken over by the
public sector
corporation Confederation, by a canton or, under guarantee from the canton, by a
district or commune, with the consent of the general meeting it may be
agreed that no liquidation take place.
2 The resolution of the general meeting must be made in accordance
with the provisions governing dissolution and notified to the commer-
cial register office.
3 On entry of the resolution in the commercial register, the transfer of
the company’s assets and debts is complete and the company’s name
must be deleted.
Section Six: Liability
Art. 752630
A. Liability
I. ...
Art. 753631
II. Founder Founder members, members of the board of directors and all persons
members’ liabil-
ity involved in establishing the company are liable both to the company and
to the individual shareholders and creditors for the losses arising where
they:
1.632 wilfully or negligently conceal, disguise or give inaccurate or
misleading information in the articles of association, an incor-
poration report or a capital increase report on contributions in
kind or the granting of special privileges to shareholders and
other persons, or otherwise act unlawfully in approving such a
measure;
629 Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004
(AS 2004 2617; BBl 2000 4337).
630 Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from
1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
302 / 542
2. wilfully or negligently induce the entry of the company in the

commercial register on the basis of a certificate or deed contain-
ing inaccurate information;
3. knowingly contribute to the acceptance of subscriptions from
insolvent persons.
Art. 754633
III. Liability for 1 The members of the board of directors and all persons engaged in the
administration,
business man- business management or liquidation of the company are liable both to
agement and liq-
uidation
the company and to the individual shareholders and creditors for any
losses or damage arising from any intentional or negligent breach of
their duties.
2 A person who, as authorised, delegates the performance of a task to
another governing officer is liable for any losses caused by such officer
unless he can prove that he acted with all due diligence when selecting,
instructing and supervising him.
Art. 755634
IV. External au- All persons engaged in auditing the annual and consolidated accounts,
ditors’ liability
the company’s foundation, a capital increase or a capital reduction are
liable both to the company and to the individual shareholders and cred-
itors for the losses arising from any intentional or negligent breach of
their duties.
2If the audit is conducted by a public audit office or by one of its em-
ployees, the relevant public authority is liable. Legal action against per-
sons involved in the audit is governed by public law.635
Art. 756636
B. Damage to 1 In addition to the company, the individual shareholders are also enti-
the company
I. Claims outside
tled to sue for any losses caused to the company. The shareholder’s
insolvency claim is for performance to the company.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 1992 733; BBl 1983 II 745).
303 / 542
2The general meeting may resolve that the company raise the action. It
may instruct the board of directors or a representative to conduct the
proceedings.637
Art. 757638
II. Claims in 1 In the event of the bankruptcy of the damaged company, its creditors
bankruptcy
are entitled to request that the company be compensated for the losses
suffered. However, in the first instance the insolvency administrators
may assert the claims of the shareholders and the company’s creditors.
2 Where the insolvency administrators waive their right to assert such
claims, any shareholder or creditor shall be entitled to bring them. The
proceeds shall first be used to satisfy the claims of the litigant creditors
in accordance with the provisions of the Debt Collection and Bank-
ruptcy Act of 11 April 1889639. Any surplus shall be divided among the
litigant shareholders in proportion to their equity participation in the
company; the remainder shall be added to the insolvent’s estate.
3 The assignment of claims held by the company in accordance with Ar-
ticle 260 of the Debt Collection and Bankruptcy Act of 11 April 1889 is
reserved.
4 Inassessing the damage to the company, the claims of the company’s
creditors that have been subordinated to those of all other creditors shall
not be included.640
Art. 758641
III. Effect of the 1 The resolution of release adopted by the general meeting shall be ef-
resolution of re-
lease fective only for disclosed facts and only as against the company and
those shareholders who approved the resolution or who have since ac-
quired their shares in full knowledge of the resolution.
2 The right of action of the other shareholders shall lapse twelve months
after the resolution of release. This period shall be suspended during the
procedure to order a special investigation and during the conduct of the
investigation.642
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
639 SR 281.1
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
304 / 542
Art. 759643
C. Joint and sev- 1 Where two or more persons are liable for the losses, each is jointly and
eral liability and
recourse severally liable with the others to the extent that the damage is person-
ally attributable to him or her on account of his or her own fault and the
circumstances.
2 The claimant may bring action against several persons jointly for the
total losses and request that the court determine the liability of each in-
dividual defendant in the same proceedings.
3The right of recourse among several defendants shall be determined
by the court with due regard to all the circumstances.
Art. 760644
D. Prescription 1 The claim for damages against any person held liable pursuant to the
above provisions prescribes three years after the date on which the per-
son suffering damage learned of the damage and of the person liable for
it but in any event ten years after the date on which the harmful conduct
took place or ceased. This period shall be suspended during the proce-
dure to order a special investigation and during the conduct of the in-
vestigation.645
2 If the person liable has committed a criminal offence through their
harmful conduct, then the right to damages or satisfaction prescribes at
the earliest when the right to prosecute the offence becomes time-barred.
If the right to prosecute is no longer liable to become time-barred be-
cause 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.
Art. 761646
Section Seven:
Involvement of Public Sector Corporations
Art. 762
1 Where public sector corporations such as the Confederation, or a can-
ton, district or commune have a public interest in a company limited by

(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
646 Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
305 / 542
shares, the articles of association of the company may grant that corpo-
ration the right to appoint representatives to the board of directors or the
external auditors, even if it is not a shareholder.647
2 In such companies and in public-private enterprises in which a public
sector corporation participates as a shareholder, only the public sector
corporation has the right to dismiss the representatives it appointed to
the board of directors and the external auditors.648
3 The members of the board of directors and external auditors appointed
by a public sector corporation have the same rights and duties as those
elected by the general meeting.649
4 The public sector corporation is liable to the company, shareholders
and creditors for the actions of the members of the board of directors
and external auditors it appoints, subject to rights of recourse under fed-
eral and cantonal law.
5 The right of public sector corporations to appoint or remove represent-
atives on the board of directors also applies to companies whose shares
are listed on a stock exchange.650
Section Eight:
Exclusion of Application of the Code to Public-Sector
Entities
Art. 763
1 The provisions governing the company limited by shares do not apply
to companies and entities established by special cantonal legislation and
partly administered by the public authorities, such as banks, insurance
or electricity companies, even if their capital is entirely or partly divided
into shares and was raised with the help of private individuals, providing
the canton assumes secondary liability for the obligations of such com-
panies and entities.
2 The provisions governing the company limited by shares do not apply
to companies and entities established by special cantonal legislation
prior to 1 January 1883 and partly administered by the public authorities
even if the canton does not assume secondary liability for their obliga-
tions.

(AS 1992 733; BBl 1983 II 745).
(AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout
the Code.
(AS 1992 733; BBl 1983 II 745).
(AS 2020 4005; 2022 109; BBl 2017 399).
306 / 542
Title Twenty-Seven:
The Partnership limited by Shares
Art. 764
A. Definition 1A partnership limited by shares is a partnership whose capital is di-
vided into shares and in which one or more partners have unlimited joint
and several liability to its creditors in the same manner as partners in a
general partnership.
2 Unless otherwise provided, the provisions governing companies lim-
ited by shares apply to partnerships limited by shares.
3Where the capital of a partnership limited by shares is not divided into
shares but into portions which merely define the degree of participation
of two or more limited partners, the provisions governing limited part-
nerships apply.
Art. 765
B. Directors 1The partners with unlimited liability constitute the directors of the
I. Designation partnership limited by shares. They are responsible for business man-
and powers
agement and representation. They must be named in the articles of as-
sociation.
2 …651
3 Any changes to the body of partners with unlimited liability require
the consent of the existing partners and the amendment of the articles of
association.
Art. 766
II. Approval of Resolutions of the general meeting concerning modification of the part-
resolutions of the
general meeting nership’s purpose, extension or curtailment of its areas of business and
continuation of the partnership beyond the duration specified in the ar-
ticles of association require the consent of the directors.
Art. 767
III. Withdrawal 1Authority to manage business and represent the partnership may be
of authority to
manage business withdrawn from directors on the same conditions as apply to general
and represent the
partnership
partnerships.
2If removed, a director no longer has unlimited liability for the future
obligations of the partnership.
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
307 / 542
Art. 768
C. Supervisory 1 Responsibility for monitoring and continuous supervision of the man-
board
I. Appointment
agement of the partnership’s business is allocated to a supervisory
and powers board, to which the articles of association may allocate further respon-
sibilities.
2The partnership’s directors have no right to vote on the appointment
of the supervisory board.
3 The particulars of the members of the supervisory board must be en-
tered in the commercial register.
Art. 769
II. Liability ac- 1 On behalf of the partnership, the supervisory board may hold the di-
tion
rectors to account and take action against them before the courts.
2In the event of malicious conduct by the directors, the supervisory
board is entitled to take legal action against them even if this is contra-
dictory to a resolution of the general meeting.
Art. 770
D. Dissolution 1The partnership is terminated by the departure, death, incapacity or
bankruptcy of all the partners with unlimited liability.
2In other respects, dissolution of the partnership limited by shares is
governed by the same provisions as apply to the dissolution of compa-
nies limited by shares; however, it may be dissolved by resolution of the
general meeting before the date set in the articles of association only
with the consent of the directors.
3 …652
Art. 771
E. Resignation 1A partner with unlimited liability has the same right to resign as a part-
ner in a general partnership.
2 Where one of two or more partners with unlimited liability exercises
his right to resign, unless the articles of association provide otherwise
the partnership is continued by the others.
(AS 2004 2617; BBl 2000 4337).
308 / 542
Title Twenty-Eight:653
The Limited Liability Company
Art. 772
A. Definition 1 A limited liability company is a company with separate legal person-
ality in which one or more persons or commercial enterprises partici-
pate. Its nominal capital is specified in the articles of association. It is
liable for its obligations to the extent of the company assets.
2 Each company member participates in the nominal capital by making
at least one capital contribution. The articles of association may stipu-
late obligations to make additional financial and material contributions.
Art. 773654
B. Nominal 1 The nominal capital shall amount to at least 20,000 francs.
capital
2 A nominal capital in the foreign currency required for business opera-
tions is also permitted. The provisions of the law on companies limited
by shares on share capital in a foreign currency apply mutatis mutandis.
Art. 774
C. Capital contri- 1 The capital contributions shall have a nominal value that is greater than
butions
zero.655
2 Capital contributions must be paid up to at least their nominal value.
Art. 774a
D. Dividend The articles of association may provide for the creation of profit-sharing
rights certificates
certificates; the corresponding provisions for companies limited by
shares apply.
Art. 775656
E. …
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
309 / 542
Art. 776
F. Articles of as- The articles of association must contain provisions on:
sociation
I. Content pre- 1. the business name and seat of the company;
scribed by law
2. the objects of the company;
3. the amount of nominal capital and of the number and nominal
value of the capital contributions;
4.657 the form of the company’s communications with its members.
Art. 776a658
II. ...
Art. 777
G. Foundation 1 The company is founded when the founder members declare in public
I. deed of incor- deed that they are founding a limited liability company, lay down the
poration
articles of association and appoint the corporate bodies.
2 In the deed of incorporation, the founder members shall subscribe for
the capital contributions and state that:
1. all capital contributions are validly subscribed for;
2. the capital contributions correspond to their total issue price;
3.659 the statutory requirements and requirements of the articles of
association for the payment of the capital contributions are met
at the time of signature of the deed of incorporation;
4. they accept the obligations in terms of the articles of association
to make additional financial or material contributions;
5.660 there are no contributions in kind, instances of offsetting or spe-
uments.
Art. 777a
II. Subscription 1 In order to be valid, the subscription deed for the capital contributions
for capital con-
tributions must indicate the number, nominal value and issue price as well as the
class of capital contribution if applicable.
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
660 Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law)
(AS 2020 957; BBl 2015 3617). Amended by No I of the FA of 19 June 2020 (Company
Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
310 / 542
2 In the subscription deed, reference must be made to the provisions of

the articles of association on:
1. obligations to make additional financial contributions;
2. obligations to make further material contributions;
3. prohibition of competition clauses applicable to company mem-
bers;
4. first option, pre-emption and purchase rights of company mem-
bers or the company;
5. contractual penalties.
Art. 777b
III. Documents 1In the deed of incorporation, the notary must specify the foundation
documents individually and confirm that they have been laid before him
and the founder members.
2 The following documents must be appended to the deed of incorpora-
tion:
1. the articles of association;
2. the incorporation report;
3. the audit confirmation;
4. confirmation that the capital contributions have been deposited
in cash;
5. the agreements on contributions-in-kind;
6.661 …
Art. 777c
IV. Capital con- 1On foundation, a cash deposit corresponding to the full issue price
tributions
must be made for each capital contribution.
2 In addition, the provisions on companies limited by shares apply to:
1.662 the specification of contributions in kind, instances of offsetting
and the special privileges in the articles of association;
2.663 …
3. the payment and audit of capital contributions.
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
311 / 542
Art. 778
H. Entry in the The company must be entered in the commercial register at the place
commercial reg-
ister where it has its seat.
I. Company
Art. 778a664
II. ...
Art. 779
J. Acquisition of 1The company shall acquire legal personality through entry in the com-
legal personality
I. Time; Failure
mercial register.
to meet require-
ments
2 It shall also acquire legal personality even if the requirements for reg-
istration are not in fact fulfilled.
3 Where the requirements of the law or the articles of association are not
fulfilled on foundation and if the interests of creditors or company mem-
bers are substantially jeopardised or harmed thereby, the court may or-
der the dissolution of the company at the request of a creditor or mem-
ber.
4The right to take legal action shall lapse three months after notice is
published of the foundation of the company in the Swiss Official Ga-
zette of Commerce.
Art. 779a
II. Obligations 1 Persons who act on behalf of the company before it is entered in the
entered into be-
fore registration commercial register are personally and jointly and severally liable for
their acts.
2 Where the company accepts obligations within three months of its reg-
istration that were expressly entered into in its name, the persons so act-
ing are relieved of liability and only the company is liable.
Art. 780665
K. Amendment The resolution of the members’ general meeting or the managing direc-
of the articles of
association tors on an amendment to the articles of association must be done as a
public deed and entered in the commercial register.
from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
(AS 2020 4005; 2022 109; BBl 2017 399).
312 / 542
Art. 781
L. Increase in the 1The members’ general meeting may resolve to increase the nominal
nominal capital
capital.
2The implementation of the resolution is the responsibility of the man-
aging directors.
3 Subscription and the capital contributions are governed by the regula-
tions on the foundation of the company. The reference to rights and ob-
ligations under the articles of association is not required if the subscriber
is already a member. The relevant regulations on increasing the capital
of a company limited by shares also apply to the subscription form. A
public invitation to subscribe to the capital contributions is not permit-
ted.666
4 An application to register the increase in the nominal capital must be
filed with the commercial register office within six months of the reso-
lution of the members’ general meeting, otherwise the resolution be-
comes invalid.667
5In addition, the corresponding provisions on an ordinary increase in
capital for a company limited by shares apply to:
1. the form and content of the resolution of the members' general
meeting;
2. the subscription rights of company members;
3. an increase in the company capital from equity capital;
4. the report on the increase in capital and the audit confirmation;
5. the amendment of the articles of association and the declarations
made by the managing directors;
6. the registration of the increase in nominal capital in the com-
mercial register and the nullity of official documents issued pre-
viously.
Art. 782
M. Reduction of 1 The members’ general meeting may resolve to reduce the nominal cap-
the nominal cap-
ital ital.
2The nominal capital may be reduced to less than 20 000 francs pro-
vided it is at the same time increased again at least to this amount.668
666 Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force

since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
313 / 542
3 In order to eliminate a deficit balance caused by losses, the nominal

capital may be reduced only if the company members have paid the ad-
ditional financial contributions provided for in the articles of association
in full.
4 In addition, the relevant regulations on the reduction of the capital of
a company limited by shares apply.
Art. 783
N. Acquisition of 1 A company may acquire its own capital contributions only if freely
own capital con-
tributions disposable equity capital of a value equivalent to the required funds is
available and the total nominal value of these capital contributions does
not exceed ten per cent of the nominal capital.
2 Where capital contributions are acquired in connection with a re-
striction on transfer or the departure or exclusion of a member, the max-
imum amount that may be acquired is 35 per cent. The capital contribu-
tions in excess of 10 per cent of the nominal capital must be sold within
two years or cancelled by means of a reduction in capital.
3Where the capital contributions that are to be acquired are tied to an
obligation to make additional financial or material contributions, this
must be cancelled before acquisition.
4 In addition, the relevant regulations on the acquisition by a company
limited by shares of its own shares apply to the acquisition by a limited
liability company of its own capital contributions.
Section Two: Rights and Obligations of Company Members
Art. 784
A. Capital con- 1 Where an official document is issued in respect of capital contribu-
tributions
I. Official docu-
tions, this may only take the form of a document in proof or registered
ment security.
2 The official document must bear the same information on rights and
obligations under the articles of association as the document on sub-
scription to the capital contribution.
Art. 785
II. Transfer 1The assignment of a capital contribution as well as an obligation to
1. Assignment
assign must be done in writing.
a. Form
2 The contract of assignment must contain the same information on
rights and obligations under the articles of association as the document
314 / 542
on subscription to the capital contribution, unless the acquirer is already

a member.669
Art. 786
b. Consent re- 1An assignment of a capital contribution requires the consent of the
quirements
members’ general meeting. The members’ general meeting may refuse
consent without stating its reasons.
2 The articles of association made deviate from the foregoing by:
1. waiving the requirement of consent to the assignment;
2. stating the grounds justifying refusal of consent to the assign-
ment;
3. providing that consent to the assignment may be refused if the
company offers to acquire the capital contribution from the
seller at its true value;
4. prohibiting any assignment;
5. providing that consent to the assignment may be refused if there
is doubt that obligations under the articles of association to
make additional financial or material contributions will be ful-
filled and security requested by the company is not provided.
3 Where the articles of association prohibit assignment or the members'
general meeting refuses to consent to the assignment, the right to resign
for good cause is reserved.
Art. 787
c. Transfer of 1 Where the consent of the members’ general meeting is required for the
rights
assignment of capital contributions, assignment becomes legally effec-
tive only when this consent is granted.
2If the members’ general meeting fails to refuse consent to the assign-
ment within six months of its receipt, consent is deemed to have been
granted.
Art. 788
2. Special forms 1 Where capital contributions are acquired through inheritance, distribu-
of acquisition
tion of an estate, matrimonial property law or enforcement proceedings,
all related rights and obligations shall be transferred to the acquirer with-
out requiring the consent of the members’ general meeting.
2 In order to exercise right to vote and related rights, however, the ac-
quirer shall require the recognition of the members’ general meeting as
a company member who is eligible to vote.

since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
315 / 542
3 The members’ general meeting may refuse such recognition only if the
company offers to acquire the capital contributions from the acquirer at
their true value. The offer may be made for the company's own account
or for the account of other company members or third parties. Unless
the acquirer rejects the offer within a month of receiving notice of the
true value, the offer is deemed to be accepted.
4 Unless the members’ general meeting rejects the request for recogni-
tion within six months of its receipt, recognition is deemed to be
granted.
5 The articles of association may waive the requirement of recognition.
Art. 789
3. Determining 1 If the law or the articles of association stipulate that the true value of
the true value
the capital contributions should be determined, the parties may request
the court to make the valuation.
2 The court shall allocate the costs of the proceedings and the valuation
at its discretion.
Art. 789a
4. Usufruct 1 The creation of a usufruct over capital contributions is governed by the
regulations on the transfer of capital contributions.
2 If the articles of association prohibit assignment, then the creation of
a usufruct over capital contributions is also prohibited.
Art. 789b
5. Charge 1The articles of association may provide that the creation of a charge
over capital contributions requires the consent of the members’ general
meeting. This may refuse its consent only for good cause.
2 If the articles of association prohibit assignment, then the creation of
a charge over capital contributions is also prohibited.
Art. 790
III. Register of 1 The company shall keep a register of capital contributions. It must be
contributions
kept in such a manner that it can be accessed at any time in Switzer-
land.670
2 The following information must be entered in the register of contribu-
tions:
1. the names and addresses of the company members;
670 Second sentence inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of

the 2012 revised recommendations of the Financial Action Task Force, in force since 1
July 2015 (AS 2015 1389; BBl 2014 605).
316 / 542
2. the number, the nominal value and, if applicable, the class of the
capital contributions of each company member;
3. the names and addresses of usufructuaries;
4. the names and addresses of charge creditors.
3 Company members not entitled to exercise the right to vote and related
rights must be specifically indicated as company members without the
right to vote.
4 Company members have the right to inspect the register of contribu-
tions.
5The documents on which an entry is based must be retained for ten
years following the deletion of the person concerned from the register
of capital contributions.671
Art. 790a672
IIIbis. Notice of 1 Any person who alone or by agreement with third parties acquires cap-
the beneficial
owner of the ital contributions and thus reaches or exceeds the threshold of 25 per
capital contribu-
tions
cent of the nominal capital or rights to vote must within one month give
notice to the company of the first name and surname and the address of
the natural person for whom it is ultimately acting (the beneficial
owner).
2 If the company member is a legal entity or partnership, each natural
person that controls the company member in analogous application of
Article 963 paragraph 2 must be recorded as a beneficial owner. If there
is no such person, the company member must give notice of this to the
company.
3 If the company member is a company whose participation rights are
listed on a stock exchange, if the company member is controlled by such
a company in accordance with Article 963 paragraph 2, or if the com-
pany member controls such a company in this sense, it must only give
notice of this fact and provide details of the company’s name and regis-
tered office.
4 The company member must within three months give notice to the
company of any change to the first name or surname or the address of
the beneficial owner.
(AS 2015 1389; BBl 2014 605).
mendations 2012 of the Financial Action Task Force (AS 2015 1389; BBl 2014 605).
Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommen-
Purposes, in force since 1. Nov. 2019 (AS 2019 3161; BBl 2019 279).
317 / 542
5 The provisions of the law on companies limited by shares relating to

the register of beneficial owners (Art. 697l) and the consequences of
failing to comply with the obligations to give notice (Art. 697m) apply
mutatis mutandis.
Art. 791673
IV. Entry in the The company members, together with the number and the nominal value
commercial reg-
ister of their capital contributions must be entered in the commercial register.
Art. 792
V. Common Where a capital contribution has two or more holders:
property
1. they must designate one person as their representative; they may
exercise the rights conferred by the capital contribution only
through this person;
2. they are jointly and severally liable in respect of obligations to
make additional financial and material contributions.
Art. 793
B. Payment of 1 The company members are obliged to make a payment corresponding
capital contribu-
tions to the issue price of their capital contributions.
2 The payments may not be refunded.
Art. 794
C. Liability of The company is liable for its obligations to the extent of the company
the company
members assets only.
Art. 795
D. Additional fi- 1The articles of association may require the company members to make
nancial and ma-
terial contribu- additional capital contributions.
tions
I. Additional fi-
2 If the articles of association provide for an obligation to make addi-
nancial contribu- tional financial contributions, they must stipulate the amount of addi-
tions
1. Principle and
tional capital that may be required to be paid for each capital contribu-
amount tion. This may not exceed twice the nominal value of the capital
contribution.
3 The company members are liable only to the extent of the additional
financial contributions to be made on their own capital contributions.
(AS 2020 4005; 2022 109; BBl 2017 399).
318 / 542
Art. 795a
2. Call for addi- 1Additional financial contributions shall be called in by the managing
tional financial
contributions directors.
2 They may be called in only if:
1. the sum of the nominal capital and statutory reserves is no
longer covered;
2. the company is unable to continue its business affairs in the
proper manner without the additional funds;
3. the company requires equity capital for reasons specified in the
3Additional financial contributions shall become due for payment if the
company is declared bankrupt.
Art. 795b
3. Repayment Additional financial contributions may only be refunded in full or in part
if the amount is covered by freely disposable equity capital and a li-
censed audit expert confirms the same in writing.
Art. 795c
4. Reduction 1An obligation under the articles of association to make additional fi-
nancial contributions may be reduced or abolished only if the nominal
capital and the statutory reserves are fully covered.
2 The relevant regulations on the reduction of the nominal capital apply.
Art. 795d
5. Continuation 1 Company members who resign from the company remain subject to
the obligation to make additional financial contributions for three fur-
ther years subject to the following restrictions. The time of resignation
is determined by the entry in the commercial register.
2 Company members who have been excluded must only make addi-
tional financial contributions if the company is declared bankrupt.
3 Their obligation to make additional financial contributions shall lapse
insofar as it has been fulfilled by a legal successor.
4 The extent of the obligation of company members who have resigned
to make additional financial contributions may not be increased.
Art. 796
II. Further mate- 1 The articles of association may require company members to make
rial contributions
further material contributions.
319 / 542
2They may require further material contributions only if this serves the
objects of the company, the maintenance of its independence or the
preservation of the composition of the groups of company members.
3 The object and extent and other essential points according to circum-
stances of any obligation to make further material contributions related
to a capital contribution must be specified in the articles of association.
Reference may be made to the regulations of the members' general meet-
ing for more precise details.
4Obligations under the articles of association to pay money or provide
other assets are subject to the provisions on additional financial contri-
butions if no appropriate consideration is provided for and the call for
additional contributions serves to cover equity capital requirements.
Art. 797
III. Retrospec- The retrospective introduction or amendment of obligations to make ad-
tive introduction
ditional financial or material contributions under the articles of associa-
tion requires the consent of all the company members concerned.
Art. 797a674
IV. Arbitral The provisions of the law on companies limited by shares on the arbitral
tribunal
tribunal apply mutatis mutandis.
Art. 798675
E. Dividends, in- The provisions of the law on companies limited by shares on dividends,
terest, shares of
profits paid to interim dividends, interest before commencement of operations and
board members shares of profits paid to board members apply mutatis mutandis.
Art. 798a and 798b676
Art. 799
F. Preferential The provisions of the law on companies limited by shares on preference
capital contribu-
tions shares apply mutatis mutandis to preferential capital contributions.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
320 / 542
Art. 800
G. Refund of The corresponding provisions of the law on companies limited by shares
payments
apply to the refund of payments made by the company to company
members, managing directors and persons closely related thereto.
Art. 801677
H. Reserves The relevant provisions of the law on companies limited by shares apply
to the reserves.
Art. 801a
J. Sending the 1The annual report and the audit report must be sent to company mem-
annual report
bers at the latest together with the invitation to the annual members’
general meeting.
2 The company members may request that they be sent the version of
the annual report that they have approved after members' general meet-
ing.
Art. 802
K. Right to in- 1 Any company member may request the managing directors to provide
formation and of
inspection information on any company matter.
2 Unless the company has an external auditor, company members have
unrestricted access to the company ledgers and files.678 If the company
has an external auditor, the books and files may be inspected only if a
legitimate interest is credibly demonstrated.
3 If there is a risk that a company member may use the information ob-
tained for non-company purposes that may be detrimental to the com-
pany, the managing directors may refuse to provide information and al-
low access to the extent required; if the company member so requests,
the members’ general meeting decides on the matter.
4 If the members’ general meeting refuses to provide information or al-
low access without justification, the court may issue the relevant order
at the request of the company member.
Art. 803
L. Duty of loy- 1 Company members are obliged to safeguard business secrets.
alty and prohibi-
tion of competi- 2 They must refrain from doing anything detrimental to the interests of
tion
the company. In particular, they may not carry on business that brings
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2020 4005; 2022 109; BBl 2017 399).
321 / 542
them a special advantage but which adversely affects the objects of the
company. The articles of association may provide that company mem-
bers be prohibited from carrying on any activities in competition with
the company.
3 The company members may carry on any activities that are contrary
to the duty of loyalty or a prohibition of competition provided all the
other company members consent in writing. The articles of association
may provide that the consent of the members' general meeting be re-
quired instead.
4The special regulations on prohibition of competition clauses applica-
ble to managing directors are reserved.
Section Three: Organisation of the Company
Art. 804
A. Members' 1The supreme governing body of the company is the members’ general
general meeting
I. Responsibili-
meeting.
ties 2 The members’ general meeting has the following inalienable powers:
1. to amend the articles of association;
2. to appoint and the remove the managing directors;
3.679 to appoint and remove the members of the external auditor;
counts;
5. to approve the annual accounts and the resolution on the alloca-
tion of the balance sheet profit, and in particular to set the divi-
dend and the shares of profits paid to managing directors;
5bis.681 to pass resolutions on repaying capital reserves;
6. to determine the fees paid to managing directors;
7. to discharge the managing directors;
8. to consent to the assignment of capital contributions or to rec-
ognise company members as having the right to vote;
9. to consent to the creation of a charge over capital contributions
where the articles of association so provide;
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2020 4005; 2022 109; BBl 2017 399).
322 / 542
10. to pass resolutions on the exercise under the articles of associa-

tion of rights of first option, pre-emption or purchase;
11. to authorise the managing director to acquire the company's own
capital contributions for the company or to approve such an ac-
quisition;
12. to issue detailed regulations on obligations to make additional
material contributions where the articles of association make
reference to such regulations;
13. to consent to the activities of the managing directors or company
members that are contrary to the duty of loyalty or the prohibi-
tion of competition, where the articles of association waive the
requirement of the consent of all company members;
14. to decide on whether an application should be made to the court
to exclude a company member for good cause;
15. to exclude a company member on grounds provided for in the
articles of association;
16. to dissolve the company;
17. to approve transactions carried out by the managing directors
that require the consent of the members’ general meeting under
the articles of association;
18. to decide on matters that are reserved to the members’ general
meeting by law or by the articles of association or which are
placed before it by the managing directors.
3 The members’ general meeting appoints the managers, the authorised
signatories and authorised officers. The articles of association may also
grant these powers to the managing directors.
Art. 805
II. Convening 1 The members’ general meeting is convened by the managing directors,
and conduct of
the meeting or if necessary by the external auditors. The liquidators also have the
right to convene a members' general meeting.
2 The annual meeting is held every year within six months of the end of
the financial year. Extraordinary meetings are convened in accordance
with the articles of association or as required.
3 The members’ general meeting must be convened 20 days at the latest
before the date of the meeting. The articles of association may extend
this period or reduce it to no less than ten days. The possibility of a
universal meeting is reserved.
4 …682
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
323 / 542
5 In addition, the provisions of the law on companies limited by shares

relating to the general meeting apply mutatis mutandis to:
1. convening the meeting;
2.683 the right of company members to convene a meeting and table
agenda items and motions;
2bis.684 the venue and the use of electronic means;
3. the business to be discussed;
4. motions;
5.685 universal meetings and consent to a motion;
6. preparatory measures;
7. the minutes;
8. the representation of company members;
9. the participation of unauthorised persons.
Art. 806
III. Voting rights 1The right to vote of company members shall be determined by the
1. Determination nominal value of their capital contributions. Each company member
shall have at least one vote. The articles of association may limit the
number of votes allocated to the owner of several capital contributions.
2 The articles of association may specify that right to vote are not de-
pendent on nominal value with the result that each capital contribution
carries one vote. In this case, the capital contributions with the lowest
nominal value must be worth at least one tenth of the nominal value of
the other capital contributions.
3 The determination of the right to vote according to the number of cap-
ital contributions does not apply to:
1. the appointment of the members of the external auditor;
2. the appointment of experts to inspect management practices or
individual parts thereof;
3. the resolution on raising a liability action.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
324 / 542
Art. 806a
2. Exclusion of 1In the case of resolutions on the discharge of the managing directors,
the right to vote
persons who have participated in management in any way are not per-
mitted to vote.
2In the case of resolutions on the acquisition of its own capital contri-
bution by the company, company members who are relinquishing their
capital contributions are not permitted to vote.
3In the case of resolutions on consenting to activities of a company
member that are contrary to the duty of loyalty or the prohibition of
competition, the person concerned is not permitted to vote.
Art. 806b
3. Usufruct In the case of a usufruct over a capital contribution, the usufructuary has
the right to vote and related rights. He is liable to the owner in damages
if he fails to give due consideration to the interests of the owner when
exercising his rights.
Art. 807
IV. Right of veto 1 The articles of association may grant company members a right of veto
over certain resolutions of the members’ general meeting. They must
the detail the decisions to which the right of veto applies.
2The retrospective introduction of a right of veto requires the consent
of all company members.
3 The right of veto may not be transferred.
Art. 808
V. Resolutions The members’ general meeting shall pass resolutions and conduct its
1. In
general
elections by an absolute majority of the votes represented, unless the
law or articles of association provide otherwise.
Art. 808a
2. Casting vote The chair of the members’ general meeting shall have the casting vote.
The articles of association may provide otherwise.
Art. 808b
3. Important res- 1 A resolution of the members’ general meeting passed by a majority of
olutions
at least two thirds of the votes represented and an absolute majority of
the entire nominal capital in respect of which a right to vote may be
exercised is required in the case of:
1. amending the objects of the company;
2. introducing capital contributions with preferential right to vote;
325 / 542
3. increasing or easing the restrictions on or the prohibition of the

transferability of capital contributions;
4. consenting to the assignment of capital contributions or recog-
nition as a company member who is entitled to vote;
5. increasing the nominal capital;
6. restricting or revoking subscription rights;
6bis.686 changing the currency of the nominal capital;
7. consenting to activities of the managing director or company
members that are contrary to the duty of loyalty or the prohibi-
tion of competition;
8. applying to the court to exclude a company member for good
cause;
9. excluding a company member on the grounds specified in the
articles of association planned;
10. relocating the seat of the company;
10bis.687 introducing an arbitration clause into the articles of associa-
tion;
11. dissolving the company.
2 Provisions of the articles of association stipulating larger majorities
than those required by law for certain resolutions may only be intro-
duced, amended or repealed if approved by the required majority.688
Art. 808c
VI. Contesting The relevant provisions on companies limited by shares apply to the
resolutions of the
members' gen- contesting of resolutions of the members’ general meeting.
eral meeting
Art. 809
B. Management 1 The company members are jointly responsible for the management of
and
representation the company. The articles of association may adopt alternative provi-
I. Designation sions on management.
the managing
director and 2 Only natural persons may be appointed as managing directors. Where
organisation
a legal entity or a commercial enterprise is a participant in the company,
if applicable it shall appoint a natural person to exercise this function in
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
326 / 542
its stead. The articles of association may require the consent of the mem-
bers' general meeting for this.
3Where a company has two or more managing directors, the members'
general meeting must appoint a chair.
4 Where a company has two or more managing directors, they decide by
a majority of the votes cast. The chair has the casting vote. The articles
of association may adopt alternative provisions on decision making by
the managing directors.
Art. 810
II. Duties of the 1 The managing directors shall be responsible for all matters not as-
managing direc-
tors signed by law or the articles of association to the members’ general
meeting.
2Subject to the reservation of the following provisions, the managing
directors shall have the following inalienable and irrevocable duties:
1. the overall management of the company and issuing the required
directives;
2. determining the organisation in accordance with the law and the
articles of association;
3. organising the accounting, financial control and financial plan-
ning systems as required for the management of the company;
4. supervising of the persons who are delegated management re-
sponsibilities, in particular with regard to compliance with the
law, articles of association, regulations and directives;
5.689 preparing the annual report;
6. preparing for the members’ general meeting and implementing
its resolutions;
7.690 filing an application for a debt restructuring moratorium and no-
tifying the court in the event that the company is overindebted.
3The chair of the executive board or if applicable the sole managing
director has the following duties:
1. to convene and chair the members’ general meeting;
2. to issue communications to the company members;
3. to ensure the required notifications are made to the commercial
register.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
327 / 542
Art. 811
III. Approval by 1 The articles of association may provide that the managing directors:
the members'
general meeting 1. submit certain decisions to the members' general meeting for
approval;
2. may submit individual matters to the members' general meeting
for approval.
2 Approval by the members’ general meeting does not restrict the liabil-
ity of the managing directors.
Art. 812
IV. Duty of care 1 The managing directors and third parties who are involved in manage-
and of loyalty;
prohibition of ment must carry out their duties with all due care and safeguard the in-
competition terests of the company in good faith.
2 They are subject to the same duty of loyalty as the company members.
3They may not carry on any activities in competition with the company
unless the articles of association provide otherwise or all other company
members consent to the activity in writing. The articles of association
may provide that the consent of the members’ general meeting be re-
quired.
Art. 813
V. Equal treat- The managing directors and third parties who are involved in manage-
ment
ment must treat company members equally under the same circum-
stances.
Art. 814
VI. Representa- 1 Each managing director has the right to represent the company.
tion
2 The articles of association may adopt alternative provisions on repre-
sentation, but at least one managing director must be authorised to rep-
resent the company. The articles of association may refer to regulations
that set out the details.
3 The company must be able to be represented by a person who is resi-
dent in Switzerland. This person must be a managing director or a man-
ager. They must have access to the register of capital contributions and
to the register of beneficial owners under Article 697l.691
4The relevant provisions on companies limited by shares apply to the
extent of and restrictions on the right to act as a representative and to
contracts between the company and the person that is representing it.
691 Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised
(AS 2015 1389; BBl 2014 605).
328 / 542
5The persons authorised to represent the company must sign on its be-
half by appending their signature to the business name.
6 …692
Art. 815
VII. Removal of 1The members’ general meeting may remove managing directors that it
managing direc-
tors; Revocation has appointed at any time.
of the right to
represent the 2 Any company member may request the court to revoke or restrict the
company right of a managing director to manage or represent the company where
there is good cause, and in particular if the person concerned has seri-
ously breached his obligations or is no longer able to manage the com-
pany competently.
3 The managing directors may at any time suspend managers, authorised
signatories or authorised officers in their capacity.
4 If these persons have been appointed by the members’ general meet-
ing, a members’ general meeting must be convened without delay.
5Claims for compensation made by persons who have been removed or
suspended are reserved.
Art. 816
VIII. Nullity of Decisions made by the managing directors are subject mutatis mutandis
decisions
to the same grounds for nullity as resolutions of the general meeting of
a company limited by shares.
Art. 817
IX. Liability The company is liable for losses or damage caused by unauthorised acts
carried out in the exercise of his business activities by a person author-
ised to manage or represent the company.
Art. 818
C. External audi- 1The relevant provisions on companies limited by shares apply to the
tor
external auditor.
2 A company member subject to an obligation to make additional finan-
cial contributions may request an ordinary audit of the annual accounts.
Art. 819
D. Defects in the The relevant provisions on companies limited by shares apply to defects
Organisation of
the Company in the organisation the company.
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
329 / 542
Art. 820693
E. Imminent in- The provisions of the law on companies limited by shares on imminent
solvency, loss of
capital and over- insolvency, loss of capital, overindebtedness and the revaluation of im-
indebtedness movable property and participations apply mutatis mutandis.
Section Four: Dissolution and Resignation
Art. 821
A. Dissolution 1 A limited liability company must be dissolved:
I. Grounds
1. if ground for dissolution stated in the articles of association ap-
plies;
2. if the members’ general meeting so resolves;
3. if bankruptcy proceedings are commenced;
4. in the other cases provided for by the law.
2 If the members’ general meeting resolves to dissolve the company, the
resolution must be done as a public deed.
3 Any company member may request the court to dissolve the company
for good cause. Instead of dissolution, the court may opt for an alterna-
tive solution that is appropriate and reasonable for the persons con-
cerned, such as the payment of a financial settlement to the company
member requesting dissolution commensurate with the true value of his
capital contribution.
Art. 821a
II. Consequences 1 The relevant provisions on companies limited by shares apply mutatis
mutandis to the consequences of dissolution.
2 The dissolution of a company must be entered in the commercial reg-
ister. Where dissolution is ordered by the court, the court must notify
the commercial register without delay. Where dissolution is on other
grounds, the company must notify the Commercial Register.
Art. 822
B. Resignation 1A company member may apply to the court to for leave to resign for
of company
members good cause.
I. Resignation 2 The articles of association may grant company members the right to
resign and make this subject to certain conditions.
(AS 2020 4005; 2022 109; BBl 2017 399).
330 / 542
Art. 822a
II. Follow-up 1 Where a company member files an action for leave to resign for good
resignations
cause or a company member tenders his resignation based on a right of
resignation under the articles of association, the managing directors
must notify the other company members without delay.
2 If other company members within three months of receipt of such no-
tice file an action for leave to resign for good cause or exercise a right
of resignation under the articles of association, all departing company
members must be treated equally in proportion to the nominal value of
their capital contributions. Where additional financial contributions
have been made, the value thereof must be added to the nominal value.
Art. 823
III. Exclusion 1Where there is good cause, the company may apply to the court for the
exclusion of a company member.
2The articles of association may provide that the members’ general
meeting company may exclude members from the company on specific
grounds.
3 The regulations on follow-up resignations do not apply.
Art. 824
IV. Interim In proceedings relating to the withdrawal of a company member, the
measures
court may at the request of a party order that individual or all member-
ship rights and obligations the person concerned be suspended.
Art. 825
V. Financial set- 1Where a company member leaves the company, he is entitled to a fi-
tlement
1. Entitlement
nancial settlement that reflects the true value of his capital contributions.
and amount 2 Where the company member leaves by exercising a right of resigna-
tion under the articles of association, the articles of association may
adopt different provisions on compensation.
Art. 825a
2. Payment 1The financial settlement becomes due for payment when the company
members leaves, provided the company:
1. has disposable equity capital;
2. is able to dispose of the capital contributions of the departing
member;
3. is entitled to reduce its nominal capital in compliance with the
relevant provisions.
331 / 542
2 A licensed audit expert must establish the extent of the disposable eq-
uity capital. If this is insufficient to pay the financial settlement, he must
state his opinion on the extent to which the nominal capital could be
reduced.
3 The former company member holds a non-interest-bearing subordi-
nate ranking claim in respect of any portion of the financial settlement
that is not paid out. This becomes due for payment to the extent that
disposable equity capital is declared to be available in the annual report.
4 For as long as the financial settlement has not been paid in full, the
former company member may request that the company appoint an ex-
ternal auditor and arrange for an ordinary audit of the annual accounts.
Art. 826
C. Liquidation 1 Each company member shall have the right to a share of the proceeds
of liquidation corresponding to fraction that nominal value of his capital
contribution represents of the nominal capital. Where additional finan-
cial contributions have been made and not refunded, their value must be
added to the capital contributions of the company member concerned
and to the nominal capital. The articles of association may adopt an al-
ternative provision.
2The relevant provisions on companies limited by shares apply mutatis
mutandis to the dissolution of a company with liquidation.
Section Five: Liability
Art. 827
The relevant provisions on companies limited by shares apply to the li-
ability of persons who are involved in the foundation, management, au-
diting or liquidation of a limited liability company.
Title Twenty-Nine: The Cooperative

Section One: Definition and Foundation
Art. 828
A. Cooperatives 1A cooperative is a corporate entity consisting of an unlimited number
under the Code
of Obligations of persons or commercial enterprises which primarily aims to promote
or safeguard the economic interests of the cooperative’s members by
332 / 542
way of collective self-help or which is founded for charitable pur-

poses.694
2 Cooperatives with a predetermined nominal capital are not permitted.
Art. 829
B. Cooperatives Associations of persons under public law are governed by federal and
under public law
cantonal public law even where formed to pursue cooperative purposes.
Art. 830695
C. Foundation A cooperative shall be founded by the founders declaring in a public
I. Requirements deed that they are founding a cooperative and specifying therein the ar-
1. In general
ticles of association and the governing bodies.
Art. 831
2. Number of 1 At least seven members must be involved in the foundation of a coop-
members
erative.
2Where the number of members subsequently drops below the mini-
mum number, the provisions of the law on companies limited by shares
on defects in the organisation of a company apply mutatis mutandis.696
Art. 832
II. Articles of as- The articles of association must contain provisions concerning:
sociation
1. Content pre- 1.697 the business name and seat of the cooperative;
scribed by law
2. the objects of the cooperative;
3. and 4.698 …
5.699 the form of the cooperative’s communications with its members.

since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
(AS 2020 4005; 2022 109; BBl 2017 399).
2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
333 / 542
Art. 833
2. Further provi- In order to be binding, provisions on the following matters must be in-
sions
cluded in the articles of association:
1. creation of the cooperative’s nominal capital by means of coop-
erative shares (share certificates);
2. contributions in kind to the cooperative’s nominal capital, the
nature and imputed value thereof and the requirements pertain-
ing to the person of the contributor;
3.700 …
4. accession to the cooperative and loss of membership, where
such rules differ from the statutory provisions;
5.701 members’ personal liability and their liability to make additional
contributions and an obligation for members to make cash or
other contributions and the nature and amount thereof;
6. the organisation and representation of the cooperative, amend-
ment of its articles of association and the adoption of resolutions
by the general assembly, where such rules differ from the statu-
tory provisions;
7. restrictions on or extensions of the exercise of members’ right
to vote;
8.702 the calculation and allocation of balance sheet profit and the liq-
uidation surplus.
Art. 834
III. Constituent 1 The articles of association shall be drawn up in writing and submitted
assembly
to an assembly convened by the founder members for consultation and
approval.
2 In addition, a written report by the founder members on any contribu-
tions in kind shall be made available to the assembly for consultation.
The founder members must confirm that there are no contributions in
kind, instances of offsetting or special privileges other than those men-
tioned in the supporting documents.703
3 This assembly shall also appoint the necessary governing bodies.
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
334 / 542
4 Until the cooperative has been entered in the commercial register, the
membership may be established only by signing the articles of associa-
tion.
Art. 835704
IV. Entry in the The cooperative shall be entered in the commercial register of the place
commercial reg-
ister at which it has its seat.
1. Cooperative
Art. 836705
2. ...
Art. 837706
3. Register of 1 The cooperative shall keep a register in which the first name and sur-
members
name or the business name of the members and their addresses are rec-
orded. It must keep the register in such a manner that it can be accessed
at any time in Switzerland.
2The documents on which an entry is based must be retained for ten
years following the deletion of the member concerned from the register.
Art. 838
V. Acquisition of 1 The cooperative shall acquire legal personality only through entry in
legal personality
the commercial register.
2Persons acting in the name of the cooperative prior to entry in the com-
mercial register are liable personally and jointly and severally for their
actions.
3 Where such obligations were entered into expressly in the name of the
cooperative to be founded and are assumed by the latter within three
months of its entry in the commercial register, the persons who con-
tracted them are released and only the cooperative is liable.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).
706 Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised rec-
ommendations 2012 of the Financial Action Task Force, in force since 1 July 2015
(AS 2015 1389; BBl 2014 605).
335 / 542
Art. 838a707
D. Amendment A resolution of the general assembly or the board on an amendment of
of the articles of
association the articles of association must be done as a public deed and entered in
Section Two: Acquisition of Membership
Art. 839
A. General prin- 1 New members may be accepted into a cooperative at any time.
ciple
2 Providing the principle of unlimited membership is respected, the ar-
ticles of association may lay down more detailed provisions governing
accession; however, they must not impose excessive obstacles to acces-
sion.
Art. 840
B. Declaration of 1 Accession requires a written declaration.
accession
2 Where, in addition to being liable with its assets, a cooperative pro-
vides for personal liability or the liability to make additional contribu-
tions on the part of the individual members, the declaration of accession
must state such obligations expressly.
3 The board shall decide on acceptance of new members, unless under
the articles of association a mere declaration of accession is sufficient
or a resolution of the general assembly is required.
Art. 841
C. In connection 1Where membership of the cooperative is linked with taking out an in-
with an insur-
ance policy surance policy with the cooperative, membership shall be acquired on
acceptance of the insurance application by the competent governing
body.
2 Insurance policies concluded by a licensed insurance cooperative with
its members are subject to the Federal Act of 2 April 1908708 on Insur-
ance Policies in the same manner as insurance policies concluded with
third parties.
(AS 2020 4005; 2022 109; BBl 2017 399).
708 SR 221.229.1
336 / 542
Section Three: Loss of Membership
Art. 842
A. Departure 1Unless a resolution has been passed to dissolve the cooperative, any
I. Freedom to member is free to leave.
leave
2 The articles of association may provide that a departing member is re-
quired to pay an appropriate severance penalty where in the circum-
stances the departure causes the cooperative significant losses or jeop-
ardises its continued existence.
3 Any permanent ban on or excessive obstacle to departure imposed by
the articles of association or by agreement shall be void.
Art. 843
II. Restriction of 1A member may be barred from leaving by the articles of association
departure
or by agreement for no more than five years.
2 Even during this period a member may leave for good cause. The ob-
ligation to pay an appropriate severance penalty on the same conditions
as apply to members with an unrestricted right of departure is reserved.
Art. 844
III. Notice and 1Members may leave only at the end of the financial year and on expiry
timing of depar-
ture of one year’s notice.
2The articles of association may stipulate a shorter notice period and
may permit departures in the course of the financial year.
Art. 845
IV. Exercise in Where the articles of association grant a departing member a share of
bankruptcy and
attachment the cooperative’s assets, a bankrupt member’s right to leave may be ex-
ercised by the bankruptcy administrators or, if the member’s share has
been attached, by the debt collection office.
Art. 846
B. Exclusion 1The articles of association may stipulate the grounds on which a mem-
ber may be excluded.
2 Moreover, a member may be excluded at any time for good cause.
3Exclusions shall be decided by the general assembly. The articles of
association may stipulate that the board is responsible, in which case the
excluded member has a right of recourse to the general assembly. A
member may appeal against exclusion to the courts within three months.
337 / 542
4 The excluded member may be required to pay an appropriate sever-

ance penalty on the same conditions as apply to members with an unre-
stricted right of departure.
Art. 847
C. Death of a 1 Membership shall lapse on the death of the member.
member
2However, the articles of association may stipulate that the member’s
heirs automatically become members of the cooperative.
3 Further, the articles of association may stipulate that the heirs or one
of two or more heirs must, on written request, be recognised as member
in place of the deceased member.
4The community of heirs must appoint a joint representative to act as a
member of the cooperative.
Art. 848
D. Lapse of of- Where membership of a cooperative is linked to the holding of an office
fice, employ-
ment or contract or an employment relationship or is the result of a contractual relation-
ship, as in the case of an insurance cooperative, unless the articles of
association provide otherwise, membership lapses on termination of
such office, employment or contract.
Art. 849
E. Transfer of 1 The assignment of shares in the cooperative and, where a certificate is
membership
I. In general
issued as proof of membership or such share, the transfer of this certifi-
cate do not automatically make the acquirer a member. The acquirer be-
comes a member only after the existing members have passed a resolu-
tion of acceptance as required by law and the articles of association.
2Until 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 arti-
cles of association may stipulate that, if the contract is subsequently
taken over, membership automatically passes to the legal successor.
Art. 850
II. By transfer of 1The articles of association may make membership of a cooperative
land or commer-
cial exploitation 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.
338 / 542
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
F. Departure of In the case of transfer and inheritance of membership, the conditions for
the legal succes-
sor 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
A. Proof of 1The articles of association may stipulate that a certificate be issued as
membership
proof of membership.
2 Such proof may also be provided as part of the member’s share certif-
icate.
Art. 853
B. Share certifi- 1 Where a cooperative has shares, each member joining it must take at
cates
least one.
2The articles of association may stipulate that multiple shares may be
acquired, up to a specified maximum.
3Share 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
C. Equality The members all have equal rights and obligations, unless the law makes
an exception.
Art. 855
D. Rights The rights of members to participate in the affairs of the cooperative, in
I. Voting right particular with regard to the management of its business and the promo-
tion of the cooperative’s interests, are exercised by taking part in the
general assembly of members or, where prescribed by law, in ballots.
339 / 542
Art. 856
II. Control by the 1 No later than ten days prior to the general assembly of members or the
members
1. Notice of the ballot to decide on approval of the management report, the consolidated
annual report709 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.710
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.711
Art. 857
2. Release of in- 1The members may draw the attention of the external auditor to dubious
formation
procedures and request the necessary information.712
2The cooperative’s ledgers and business correspondence may be in-
spected only with the express authorisation of the general assembly of
members or by resolution of the board and if measures are taken to safe-
guard trade secrets.
3 The court may order the cooperative to provide the members with in-
formation on significant matters relevant to the exercise of their right of
control in the form of authenticated copies from its ledgers or corre-
spondence. The court order must not jeopardise the interests of the co-
operative.
4The 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.
Art. 858713
III. Rights to
share in the an-
nual profit714
1. ...
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
340 / 542
Art. 859
2. Profit distribu- 1Unless the articles of association provide otherwise, any annual profit
tion principles
on the cooperative’s business operations passes in its entirety to the co-
operative’s assets.
2Where distribution of the annual profit among the members is pro-
vided for, unless the articles of association dictate otherwise, it shall be
distributed according to the use of the cooperative’s facilities by indi-
vidual members.
3Where 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.
Art. 860
3. Duty to form 1 Where the net profit is used for a purpose other than to build up the
and accumulate a
reserve fund 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.
2The 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 ...715
Art. 861
4. Annual profit 1 Credit cooperatives may lay down articles of association that derogate
at credit cooper-
atives 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.
715 Repealed by Annex No II 1 of the Insurance Oversight Act of 17 Dec. 2004, with effect
from 1 Jan. 2006 (AS 2005 5269; BBl 2003 3789).
341 / 542
Art. 862
5. Welfare funds 1The 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 ...716
Art. 863
6. Further alloca- 1 Allocations to the reserve fund and other funds in accordance with the
tions to reserves
law and the articles of association shall be deducted in the first instance
from the annual profit available for distribution.
2Where it is deemed appropriate in order to secure the long-term suc-
cess of the cooperative, the general assembly of members may also re-
solve to create reserves which are not envisaged by or meet higher re-
quirements 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 ar-
ticles of association.
Art. 864
IV. Entitlement 1 The articles of association shall specify whether the departing mem-
to settlement
1. Under the arti- bers or their heirs have claims on the cooperative’s assets and, if so,
cles of associa- what those claims are. Such claims must be calculated on the basis of
tion
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 cer-
tificate 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 co-
operative 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 sever-
ance penalty paid by the departing member is unaffected by this provi-
sion.
716 Repealed by No I let. b of the FA of 21 March 1958, with effect from 1 July 1958
(AS 1958 379; BBl 1956 II 825).
342 / 542
4 The claims of departing members or their heirs prescribe three years

after the time at which the settlement becomes payable by the coopera-
tive.
Art. 865
2. By law 1Where the articles of association make no provision for a settlement
entitlement, departing members or their heirs have no such entitlement.
2Where 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 dis-
solution.
Art. 866
E. Duties The members are obliged to safeguard the interests of the cooperative
I. Duty of loyalty
loyally and in good faith.
Art. 867
II. Duty to make 1 The articles of association define the obligatory contributions.
contributions
2 Where the members are obliged to pay in contributions on share cer-
tificates 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 mem-
ber may be declared to have forfeited their rights as member of the co-
operative, 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
III. Liability The cooperative is liable with its assets for its obligations. It is liable
1. Of the cooper-
ative
exclusively, unless the articles of association provide otherwise.
Art. 869
2. Of the mem- 1Except in the case of licensed insurance cooperatives, the articles of
bers
a. Unlimited lia-
association may provide that, after the cooperative’s assets, the mem-
bility bers 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
343 / 542
this liability are brought by the insolvency administrators until the in-
solvency proceedings are complete.
Art. 870
b. Limited liabil- 1Except in the case of licensed insurance cooperatives, the articles of
ity
association may provide that, after the cooperative’s assets, the mem-
bers 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 admin-
istrators until the insolvency proceedings are complete.
Art. 871
c. Liability to 1Instead of or in addition to such liability, the articles of association
make additional
contributions 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 mem-
ber’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 cooper-
ative or, where no such shares exist, on a per capita basis.
4 The additional contributions may be called in at any time. If the coop-
erative 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 contribu-
tions and declaration of forfeiture are applicable.
Art. 872
d. Inadmissible Any provisions made in the articles of association which limit liability
restrictions
to a specific time or to particular obligations or groups of members are
void.
Art. 873
e. Procedure in 1 In the event of the insolvency of a cooperative in which the members
insolvency
are personally liable or liable to make additional contributions, at the
same time as they draw up the schedule of claims the insolvency admin-
istrators must determine and call in the provisional personal liability of
each individual member or the additional contributions they must make.
344 / 542
2Irrecoverable amounts must be spread equally among the other mem-

bers, and surpluses repaid once the final distribution plan has been for-
mulated. The members’ right of recourse against each other is reserved.
3The provisional determination of members’ obligations and the distri-
bution plan are subject to challenge by appeal on procedural grounds
pursuant to the Debt Enforcement and Bankruptcy Act of 11 April
1889717.
4 The procedure is determined by Federal Council ordinance.718
Art. 874
f. Amendment of 1The provisions governing the personal liability or liability to make ad-
liability provi-
sions ditional contributions of the members and the reduction or cancellation
of share certificates may be amended only by amending the articles of
association.
2Furthermore, the provisions governing reductions of capital by com-
panies limited by shares apply to any reduction or cancellation of share
certificates.719
3 Any reduction of a member’s personal liability or liability to make ad-
ditional 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 cooper-
ative.
Art. 875
g. Liability of 1 A person joining a cooperative in which the members are personally
new members
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.
2Any contrary provision made in the articles of association or by agree-
ment between the members has no effect against third parties.
Art. 876
h. Liability after 1 Where a member with limited or unlimited liability leaves the cooper-
departure or dis-
solution ative as a result of death or for some other reason, that member remains
717 SR 281.1
718 Amended by No II 10 of the FA of 20 March 2008 on the Formal Revision of Federal Leg-
islation, in force since 1 Aug. 2008 (AS 2008 3437 3452; BBl 2007 6121).
(AS 2020 4005; 2022 109; BBl 2017 399).
345 / 542
liable for the obligations arising prior to departure if the cooperative be-
comes insolvent within one year or any longer period stipulated in the
articles of association of the date on which the departure was entered in
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.
Art. 877
i. Notification of 1 Where the members have limited or unlimited liability for the cooper-
accessions and
departures for ative’s debts or are liable to make additional contributions, the board
entry in the com-
mercial register
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 mem-
ber 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 notifica-
tion.
3 Licensed insurance cooperatives are exempt from the duty to notify
their members for entry in the commercial register.
Art. 878
k. Prescriptive 1Creditors’ claims in respect of the personal liability of individual
periods for lia-
bility 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.720
Section Five: Organisation of the Cooperative
Art. 879
A. General as- 1The supreme governing body of a cooperative is the general assembly
sembly of mem-
bers of members.
I. Powers 2 It has the following inalienable powers:

346 / 542
1. to determine and amend the articles of association;

2.721 to elect the board and the external auditor;
2bis.722 to approve the annual accounts and if applicable to pass res-
olutions on the allocation of the balance sheet profit;
counts;
3bis.724 to pass resolutions on repaying capital reserves;
4. to discharge the board;
5. to make resolutions concerning the matters reserved to the gen-
eral assembly of members by law or the articles of association.
Art. 880
II. Ballot In the case of cooperatives with more than 300 members or in which the
majority of members are themselves cooperatives, the articles of asso-
ciation may stipulate that all or some of the powers of the general as-
sembly of members be exercised by ballot.
Art. 881
III. Convening 1 The general assembly of members shall be convened by the board or
the general as-
sembly any other governing body on which the articles of association confer
1. Right and duty such authority, and where necessary by the external auditor.725 The liq-
uidators 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 pe-
riod, on application the court must order that a general assembly be con-
vened.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
(AS 2020 4005; 2022 109; BBl 2017 399).
725 First sentence Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability
the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791;
BBl 2002 3148, 2004 3969).
347 / 542
Art. 882
2. Form 1 The general assembly of members must be convened in the form pre-
scribed 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
3. Agenda items 1 The notice convening the meeting must include the agenda items to be
discussed and the essential content of any proposed amendments to the
2No 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.
3No advance notice is required to propose motions on duly notified
agenda items and to debate items without passing resolutions.
Art. 884
4. Universal Where all the cooperative’s members are present, they may, if no objec-
meeting
tion is raised, pass resolutions without needing to comply with the for-
mal convocation requirements.
Art. 885
IV. Voting rights Every member has one vote at the general assembly of members or in
the ballot.
Art. 886
V. Representa- 1A member may exercise their right to vote at the general assembly of
tion
members by appointing another member to act as their representative,
but no representative may represent more than one member.
2In 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.
3The articles of association reserve the right to permit representation of
members by relatives with capacity to act.
Art. 887
VI. Exclusion of 1In the case of resolutions concerning the discharge of the board, per-
right to vote
sons who have participated in any manner in the management of the
cooperative’s business have no right to vote.
348 / 542
2 ...726
Art. 888
VII. Resolutions 1Unless otherwise provided for by law or the articles of association, the
1. In general 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 ar-
ticles of association may stipulate more restrictive conditions for such
resolutions.727
Art. 889
2. Increase of 1 Resolutions to introduce or increase the members’ personal liability or
members’ obli-
gations 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 de-
parture 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.
Art. 890
VIII. Dismissal 1The general assembly of members is entitled to dismiss the members
of the board and
the external au- of the board and the external auditor and any registered attorneys or
ditor728 commercial agents appointed by them.729
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
3148, 2004 3969).
(AS 2004 2617; BBl 2000 4337).
2004 3969).
2004 3969).
349 / 542
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.
Art. 891
IX. Challenging 1 The board or any member may challenge resolutions made by the gen-
resolutions of the
general assembly eral assembly of members or by ballot which violate the law or the arti-
cles of association by bringing action against the cooperative before the
court. Where the board is the claimant, the court shall appoint a repre-
sentative for the cooperative.
2The 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
X. Assembly of 1 Cooperatives with more than 300 members or in which the majority of
delegates
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 as-
sembly of delegates are laid down in the articles of association.
3 Every delegate has one vote in the assembly of delegates, unless dif-
ferent provision for right to vote is made in the articles of association.
4In other respects the statutory provisions governing the general assem-
bly of members apply to the assembly of delegates.
Art. 893
XI. Exceptions 1 Licensed insurance cooperatives with more than 1,000 members may
for insurance co-
operatives 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 in-
crease the members’ liability to make additional contributions and to
dissolve, merge, split and modify the legal form of the cooperative are
not transferable.730
(AS 2004 2617; BBl 2000 4337).
350 / 542
Art. 893a731
XII. Venue and The rules of the law on companies limited by shares on the venue and
use of electronic
means using electronic means when preparing for and conducting the general
assembly apply mutatis mutandis.
Art. 894
B. Board 1The board of the cooperative shall comprise at least three persons; a
I. Eligibility
majority of them must be members.
1. Membership
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. 895732
2....
Art. 896
II. Term of of- 1 The members of the board shall be elected for a maximum term of
fice
office of four years, but may be re-elected unless the articles of associ-
ation provide otherwise.
2The provisions governing companies limited by shares apply to terms
of office of members of the board of licensed insurance cooperatives.
Art. 897
III. Administra- The articles of association may delegate some of the duties and powers
tive committees
of the board to one or more committees elected by the board.
Art. 898733
IV. Business 1 The articles of association may authorise the general assembly of
management and
representation members or the board to delegate responsibility for managing the coop-
1. Delegation erative’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.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
351 / 542
2A cooperative must be able to be represented by a person who is resi-

dent in Switzerland. This person must be a director, a business manager
or an executive officer. This person must have access to the register un-
der Article 837.734
Art. 899
2. Scope and re- 1 The persons with authority to represent the cooperative may carry out
striction
in its name any transactions conducive to the achievement of the coop-
erative’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 commer-
cial 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 unau-
thorised acts carried out in the exercise of his function by a person au-
thorised to manage the cooperative’s business or to represent it.
Art. 899a735
3. Contracts be- If the cooperative is represented in the conclusion of a contract by the
tween the coop-
erative and its same person with whom it is concluding the contract, the contract must
representatives be done in writing. This requirement does not apply to contracts relating
to everyday business where the value of the cooperative's goods or ser-
vices does not exceed 1,000 francs.
Art. 900
4. Signatures736 The persons with authority to represent the cooperative must sign by
appending their signature to the cooperative’s business name.
Art. 901737
5. …
734 Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised rec-
ommendations 2012 of the Financial Action Task Force, in force since 1 July 2015
(AS 2015 1389; BBl 2014 605).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).
352 / 542
Art. 902
V. Duties 1The board must conduct the business of the cooperative with all dili-
1. In general gence 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 busi-
ness management and representation with regard to compliance
with the law, the articles of association and any applicable reg-
ulations and to keep itself regularly informed of the coopera-
tive’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 au-
ditor for examination in accordance with the statutory provi-
sions; and
3. the prescribed notifications concerning accessions and depar-
tures of members are made to the commercial register office.738
Art. 902a739
2. Repayment of The rules of the law on companies limited by shares apply mutatis mu-
contributions
tandis to the repayment of contributions.
Art. 903740
3. Imminent in- 1 The provisions of the law on companies limited by shares on imminent
solvency, loss of
capital and over- insolvency, overindebtedness and the revaluation of immovable prop-
indebtedness erty 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.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
353 / 542
Art. 904
VI. Return of 1In the event that the cooperative becomes insolvent, the board is
payments to
members obliged to reimburse the cooperative's creditors for all payments re-
ceived 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
VII. Dismissal 1 The board may at any time dismiss the committees, business manag-
and suspension
ers, executive officers and other registered attorneys and commercial
agents that it has appointed.
2 The registered attorneys and commercial agents appointed by the gen-
eral assembly of members may be suspended from their duties at any
time by the board, providing a general meeting is convened immedi-
ately.
3 Claims for compensation made by persons dismissed or suspended are
reserved.
Art. 906741
C. External audi- 1The external auditor is governed mutatis mutandis by the provisions
tor
I. In general
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 nom-
inal capital;
3. members who personally liable or under an obligation to make
additional capital contributions.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
354 / 542
Art. 907742
II. Verification 1In the case of cooperatives in which the members are personally liable
of the member-
ship list or liable to make additional capital contributions, the external auditor
must verify that the membership list743 has been kept correctly. If the
cooperative has no external auditor, the board must arrange for the
membership list744 to be verified by a licensed auditor.
Art. 908745
D. Defects in or- In the case of defects in the organisation of a cooperative, the corre-
ganisation
sponding provisions on companies limited by shares apply.
Art. 909 and 910746
Section Six: Dissolution of the Cooperative
Art. 911
A. Grounds for The cooperative shall be dissolved:
dissolution
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. 912747
B. Entry in the 1 The dissolution of a cooperative must be entered in the commercial
commercial reg-
ister register.
2 Notice of dissolution by court judgment must be given by the court to
the commercial register office immediately.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
743 Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10).
744 Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
355 / 542
3 Notice of dissolution on other grounds must be given by the coopera-

tive to the commercial register office.
Art. 913
C. Liquidation, 1 The cooperative shall be liquidated in accordance with the provisions
distribution of
assets governing companies limited by shares, subject to the following provi-
sions.
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 distri-
bution.
3Unless 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 distribu-
tion 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 as-
sembly of members shall decide on this matter.
Art. 914748
D. ...
Art. 915
E. Takeover by a 1Where the assets of a cooperative are taken over by the Confederation,
public sector
corporation by a canton or, under guarantee from the canton, by a district or com-
mune, with the consent of the general assembly of members it may be
agreed that no liquidation will take place.
2The 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.
(AS 2004 2617; BBl 2000 4337).
356 / 542
Section Seven: Liability
Art. 916749
A. Liability to All persons engaged in the administration, business management or au-
the cooperative
diting or liquidation of the cooperative are liable to the cooperative for
the losses arising from any wilful or negligent breach of their duties.
Art. 917
B. Liability to 1 Any director or liquidator who wilfully or negligently breaches their
the cooperative,
members and statutory duties with regard to the overindebtedness of the cooperative
creditors 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.
Art. 918
C. Joint and sev- 1 Where two or more persons are responsible for the same loss, they are
eral liability and
recourse jointly and severally liable.
2The right of recourse among several defendants shall be determined
by the court with due regard to the degree of fault.
Art. 919750
D. Prescription 1 A claim for damages against any person held liable under the above
provisions prescribes three years after the date on which the person suf-
fering 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.751
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
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2020 4005; 2022 109; BBl 2017 399).
357 / 542
claim damages or satisfaction prescribes at the earliest three years after

notice of the judgment is given.
Art. 920
E. Liability in In the case of credit cooperatives and licensed insurance cooperatives,
credit and insur-
ance coopera- liability shall be determined according to the provisions governing com-
tives panies limited by shares.
Section Eight: Cooperative Unions
Art. 921
A. Requirements Three or more cooperatives may form a cooperative union and consti-
tute it as a cooperative.
Art. 922
B. Organisation 1 Unless the articles of association provide otherwise, the supreme gov-
I. Assembly of erning body of the cooperative union shall be the assembly of delegates.
delegates
2 The articles of association shall determine the number of delegates
from the affiliated societies.
3Unless the articles of association provide otherwise, each delegate
shall have one vote.
Art. 923
II. Board Unless the articles of association provide otherwise, the board shall be
made up of members from the affiliated cooperatives.
Art. 924
III. Monitoring, 1 The articles of association may grant the board of the union the right
challenge
to monitor the business activities of the affiliated cooperatives.
2They may the grant the board of the union the right to challenge in
court the resolutions made by the individual affiliated societies.
Art. 925
IV. Exclusion of Accession to a cooperative union may not bring with it any obligations
new 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.
358 / 542
Section Nine: Involvement of Public Sector Corporations
Art. 926
1 Where public sector corporations such as the Confederation or a can-
ton, district or commune have a public interest in a cooperative, the co-
operative’s articles of association may grant that corporation the right to
appoint representatives to the board or the external auditor.752
2These directors and external auditors appointed by a public sector cor-
poration 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.753
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.
Division Four:754
The Commercial Register, Business Names and
Commercial Accounting
Title Thirty:755 The Commercial Register
Art. 927
A. Definition 1The commercial register is a network of state-run databases. Its pri-
and purpose
mary purpose is the recording and publication of legally relevant infor-
mation 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;
(AS 2007 4791; BBl 2002 3148, 2004 3969).
753 First sentence Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability
the Commercial Register and Business Names), in force since 1 Jan. 2008 (AS 2007 4791;
BBl 2002 3148, 2004 3969).
754 Amended by the Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl
1928 I 205, 1932 I 217). See the Final and Transitional Provisions of Title XXIV–XXXIII,
at the end of this Code.
since 1 Jan. 2021, Art. 928b und 928c in force since 1 April 2020 (AS 2020 957; BBl 2015
3617).
359 / 542
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
B. Organisation 1 The cantons are responsible for running the commercial register of-
I. Commercial fices. They are free to run the commercial register on a cross-cantonal
register authori-
ties basis.
2The Confederation shall exercise oversight over the keeping of the
commercial register.
Art. 928a
II. Cooperation 1 The commercial register authorities shall work together to fulfil their
between authori-
ties 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 ad-
ministrative 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
C. Central data- 1 The Federal Supervisory Authority operates the central databases on
bases
the legal entities and persons recorded in the cantonal registers. The cen-
tral 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 que-
ries.
360 / 542
3 The commercial register offices are responsible for compiling the data
for the central database on persons.
4The Confederation is responsible for the security of the information
systems and the legality of the data processing.
Art. 928c
D. OASI num- 1 The commercial register authorities shall use the OASI number sys-
ber756 and per-
sonal number tematically to identify natural persons.
2 They shall only disclose the OASI number to other authorities and in-
stitutions 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.
3Natural persons recorded in the central database for persons shall also
be allocated a non-descriptive personal number.
Art. 929
E. Registration, 1Entries in the commercial register must be true and must neither be
amendment and
deletion misleading nor contrary to any public interest.
I. Principles 2Recording in the commercial register is based on an application. Doc-
uments must be provided in support of the information to be recorded.
3Entries may be made based on a judgment or ruling of a court or an
administrative authority or ex officio.
Art. 930
II. Business The legal entities entered in the commercial register registered are as-
identification
number signed a business identification number in accordance with the Federal
Act of 18 June 2010757 on the Business Identification Number.
Art. 931
III. Obligation to 1 A natural person who operates a business that in the most recent finan-
register and vol-
untary registra- cial year achieved revenues of at least 100 000 francs must have their
tion sole proprietorships entered in the commercial register at the place of
1. Sole proprie-
torships and foundation. Exempted from this obligation are members of the liberal
branch offices professions and farmers who do not operate a commercial business.
2Branch offices must be entered in the commercial register of the place
where they are located.
756 Term in accordance with Annex No 3 of the FA of 18 Dec. 2020 (Systematic Use of the
OASI Number by Authorities), in force since 1 Jan. 2022 (AS 2021 758; BBl 2019 7359).
This modification has been made in the provisions specified in the AS.
757 SR 431.03
361 / 542
3 Sole proprietorships and branch offices that are not required to register
are nonetheless entitled to be registered.
Art. 932
2. Public institu- 1 Public institutions must be entered in the commercial register if they
tions
primarily carry on a private gainful economic activity or if the federal,
cantonal or communal law requires their registration. They shall be reg-
istered at the location of their seat.
2 Public institutions that are not required to register are nonetheless en-
titled to be registered.
Art. 933
IV. Change in 1 If a fact must be entered in the commercial register, any change in this
facts
fact must also be recorded.
2A 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.
Art. 934
V. Ex officio de- 1 If a legal entity is no longer operating as a business and if it no longer
letion
1. Legal entities
has any disposable assets, the commercial register office shall delete it
without business from the commercial register.
operations and
without assets 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.758
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.
Art. 934a
2. In the event of 1 If a sole proprietorship no longer has a domicile, then if there is no
a sole proprietor-
ship or branch response to a request published in the Swiss Official Commercial Ga-
office having no zette, it shall be deleted from the commercial register.759
domicile
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
362 / 542
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 commer-
cial register office if there is no response to a request made to the prin-
cipal place of business.
Art. 935
VI. Reinstate- 1 Any person claiming a legitimate interest may request the court to have
ment
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.
Art. 936
F. Publicity and 1 The commercial register is public. The information made public in-
effectiveness
I. Publicity and
cludes the entries, applications and the supporting documents. OASI
publication on numbers are not public.
the internet
2The entries, articles of association and foundation deeds shall be made
accessible on the internet free of charge. Further documents and appli-
cations may be inspected at the commercial register office concerned or
may on request be made accessible on the internet.
3It 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.
Art. 936a
II. Publication in
the Swiss Offi-
1 Entries in the commercial register shall be published online in the
cial Commercial Swiss Official Commercial Gazette. They become effective on publica-
Gazette and start
of effectiveness tion.
2 All statutory publications shall also be made online in the Swiss Offi-
cial Commercial Gazette.
363 / 542
Art. 936b
III. Effects 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
G. Obligations The commercial register authorities shall verify whether the legal re-
I. Obligation to quirements for recording in the commercial register are met, and in par-
verify
ticular whether the application and the supporting documents are not
contrary to any mandatory regulations and have the legally required
content.
Art. 938
II. Request and 1The commercial register office shall request parties to fulfil the obli-
ex officio re-
cording gation to register and shall fix a deadline for doing so.
2If the parties do not comply with the request within the deadline, the
office shall record the required entries ex officio.
Art. 939
III. Organisa- 1 If the commercial register office identifies defects in the organisational
tional defects
aspects required by law of trading companies, cooperatives, associa-
tions, foundations not subject to supervision or branch offices with prin-
cipal place of business abroad that are entered in the commercial regis-
ter, 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 super-
vision under the Collective Investment Schemes Act of 23 June 2006760,
the matter shall be referred to the supervisory authority.
Art. 940
H. Fixed penal- Any person who is served by the commercial register office with a re-
ties
quest to fulfil their obligation to register containing a reference to the
penalties under this Article and who fails to comply with this obligation
760 SR 951.31
364 / 542
within the period allowed may be issued by the commercial register of-
fice with a fixed penalty not exceeding 5000 francs.
Art. 941
I. Fees 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.
3It shall take account of the equivalence principle and the break-even
principle in regulating the fees.
Art. 942
J. Legal reme- 1Rulings of the commercial register offices may be contested within 30
dies
days of being issued.
2 Each canton shall designate a higher court as the sole appellate author-
ity.
3 The cantonal courts shall give notice of their decisions to the commer-
cial register office without delay and shall also give notice thereof to the
federal oversight authority.
Art. 943
K. Ordinance The Federal Council shall issue regulations on:
1. the keeping of the commercial register and oversight;
2. application, registration, amendment, deletion and reinstate-
ment;
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;
365 / 542
9. the centralised databases on legal entities and persons;

10. the modalities for electronic communication;
11. the procedures.
Title Thirty-One: Business Names
Art. 944
A. General prin- 1 In addition to the essential content required by law, each business
ciples of busi-
ness name com- name may contain information which serves to describe the persons
position mentioned in greater detail, an allusion to the nature of the company or
I. General provi-
sions 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
II. Names of sole 1 A person operating a business as sole proprietor must use his family
proprietorships
1. Essential con-
name, with or without first name, as the essential content of his business
tent761 name.
2If the business name contains other family names, it must indicate
which one is the proprietor’s family name.762
3The business name must not have any kind of suffix or ending which
suggests constitution as a company or partnership.
Art. 946
2. Exclusivity of 1 The name of a sole proprietorship763 entered in the commercial regis-
the registered
business name ter 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.
2In 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.
2004 3969).
762 Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since
1 July 2016 (AS 2016 1507; BBl 2014 9305).
763 Footnote relevant to German version.
366 / 542
3 Claims in respect of unfair competition against sole proprietorships764

registered in other locations are reserved.
Art. 947 and 948765
Art. 949766
Art. 950767
III. Company 1Commercial enterprises and cooperatives are free to choose their busi-
names
1. Composition
ness name subject to the general principles on the composition of busi-
of the business ness names. The business name must indicate the legal form.
name
2 The Federal Council shall specify which abbreviations of legal forms
are permitted.
Art. 951768
2. Exclusivity of The business names of a commercial enterprise or a cooperatives must
the registered
business name be clearly distinct from every other business name of businesses in any
of these legal forms already registered in Switzerland.
Art. 952
IV. Branch of- 1A branch office must have the same business name as the principal
fices
place of business; however, it may append a special addition to its busi-
ness name providing this applies only to that particular branch office.
2The 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. 953769
V. ...
764 Footnote relevant to German version.

1 July 2016 (AS 2016 1507; BBl 2014 9305). See however the transitional provision to
this amendment at the end of the text.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
1 July 2016 (AS 2016 1507; BBl 2014 9305).
1 July 2016 (AS 2016 1507; BBl 2014 9305). See however the transitional provision to
this amendment at the end of the text.
1 July 2016 (AS 2016 1507; BBl 2014 9305).
367 / 542
Art. 954
VI. Change of The previous business name may be retained where the name of the
name
business owner or partner contained therein has been changed by oper-
ation of law or by the competent authority.
Art. 954a770
B. Obligation to 1 In correspondence, on order forms and invoices and in official com-
use business and
other names munications, the business or other name entered in the commercial reg-
ister must be given in full and unamended.
2 Shortened names, logos, trade names, brand names and similar may
also be used.
Art. 955
C. Monitoring771 The registrar is obliged ex officio to ensure that the interested parties
comply with the provisions governing the composition of business
names.
Art. 955a772
D. Reservation The registration of a business name does not relieve the persons entitled
of other provi-
sions of federal to use the same of the obligation to comply with other provisions of
law federal law, in particular on protection against deceit in business.
Art. 956
E. Protection of 1 The business name of a sole proprietor or commercial company or co-
business
names773 operative 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.
2A party whose interests are injured by the unauthorised use of a busi-
ness name may apply for an injunction banning further abuse of the
business name and sue for damages if the unauthorised user is at fault.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
(AS 2007 4791; BBl 2002 3148, 2004 3969).
772 Inserted by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017
(AS 2015 3631; BBl 2009 8533).
773 Amended by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017
(AS 2015 3631; BBl 2009 8533).
368 / 542
Title Thirty-Two:774
Commercial Accounting, Financial Reporting, Other
Transparency and Due Diligence Obligations775
Art. 957
A. Duty to keep 1 The duty to keep accounts and file financial reports in accordance with
accounts and file
financial reports 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.
2The 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 en-
tered in the commercial Register;
3. foundations that are exempt from the requirement to appoint an
external auditor under Article 83b paragraph 2 Swiss Civil
Code776.
3 For undertakings in accordance with paragraph 2, recognised account-
ing principles apply mutatis mutandis.
Art. 957a
B. Accounting 1 Accounting forms the basis for financial reporting. It records the trans-
actions and circumstances that are required to present the asset, financ-
ing and earnings position of the undertaking (the economic position).
2It 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;
1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). See also the Transitional Provision to this
Amendment, at the end of this Code.
775 Amended by No I of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular In-
itiative "For responsible businesses – protecting human rights and the environment"), in
776 SR 210
369 / 542
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.
5It 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
C. Financial re- 1 Financial reporting is intended to present the economic position of the
porting
I. Aim and con-
undertaking in such a manner that third parties can make a reliable as-
stituent elements sessment 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 ac-
counts. 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 chairper-
son of the supreme management or administrative body and the person
responsible for financial reporting within the undertaking.
Art. 958a
II. Principles of 1Financial reporting is based on the assumption that the undertaking
financial report-
ing will remain a going concern for the foreseeable future.
1. Going-con-
cern assumption
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.
Art. 958b
2. Chronological 1Expenditure and income must be entered separately depending on the
and material dis-
tinction date and nature of the transaction.
2 Provided the net proceeds from the sale of goods or services or finan-
cial income does not exceed 100,000 francs, accruals based on time may
be dispensed with and instead based on expenditure and income.
370 / 542
3If 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 2.777
Art. 958c
III. Recognised 1 The following principles in particular apply to financial reports:
financial report-
ing principles 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 under-
taking and the sector while retaining the statutory minimum content.
Art. 958d
IV. Presentation, 1The balance sheet and the profit and loss account may be presented in
currency and
language account or in report form. Items that have no or a negligible value need
not be shown separately.
2In 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 cur-
rency required for business operations. If the national currency is not
used, the values must also be shown in the national currency. The ex-
change rates applied must be published in the notes to the accounts and
if applicable explained.
4Financial reports are presented in one of the official Swiss languages
or in English.
(AS 2020 4005; 2022 109; BBl 2017 399).
371 / 542
Art. 958e
D. Publication 1 Following their approval by the competent management body, the an-
and inspection778
nual 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.
2Other undertakings must allow creditors who prove a legitimate inter-
est 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 961d
paragraph 1, 962 paragraph 3 or 963a paragraph 1 number 2, publica-
tion and inspection shall be governed by the rules for its own annual
accounts.779
Art. 958f
E. Keeping and 1 The accounting records and the accounting vouchers together with the
retaining ac-
counting records 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 cor-
respondence with the underlying business transactions and circum-
stances 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.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
372 / 542
Section Two: Annual Accounts and Interim Accounts780
Art. 959
A. Balance sheet 1 The balance sheet shows the asset and financing position of the under-
I. Purpose of the taking on the balance sheet date. It is structured into assets and liabili-
balance sheet,
duty to prepare a ties.
balance sheet
and balance 2Items must be entered on the balance sheet as assets if due to past
sheet eligibility
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.
4Borrowed capital and shareholders’ equity must be entered on the bal-
ance 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
II. Minimum 1 Among the assets, the liquidity ratio must be shown based on at least
structure
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,
(AS 2020 4005; 2022 109; BBl 2017 399).
373 / 542
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 follow-
ing 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 sep-
arately according to participation classes,
b. statutory capital reserves,
c. statutory retained earnings,
d.781 voluntary retained earnings,
e.782 own capital shares as negative items,
f.783 profit carried forward or loss carried forward as negative
items,
g.784 annual profit or annual loss as negative items.
3Other 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.
4Receivables 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.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
374 / 542
Art. 959b
B. Profit and loss 1 The profit and loss account shall present the earnings of the company
account; mini-
mum structure over the financial year. It may be prepared according to the period-based
accounting method or the cost of sales method.
2If 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.
3If 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.
4If 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.
375 / 542
Art. 959c
C. Notes to the 1The notes to the annual accounts supplement and explain the other
accounts
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 consider-
ably more favourable;
4. other information required by law.
2The 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 undertak-
ings in which direct or substantial indirect shareholdings are
held, stating the share of the capital and votes held;
4.785 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 trans-
actions 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 as-
sets under reservation of ownership;
10. legal or actual obligations for which a cash outflow either ap-
pears unlikely or is of an amount that cannot be reliably esti-
mated (contingent liabilities);
(AS 2020 4005; 2022 109; BBl 2017 399).
376 / 542
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;
14.786 in the event of the external auditor’s premature resignation or
removal: the reasons therefor;
15.787 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 regu-
lations 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.
4Undertakings with outstanding debentures must provide information
on the amounts concerned, interest rates, maturity dates and other con-
ditions.
Art. 960
D. Valuation 1 Assets and liabilities are normally valued individually, provided they
I. Principles 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.
3If there are specific indications that assets have been overvalued or that
provisions are too low, the values must be reviewed and adjusted if nec-
essary.
Art. 960a
II. Assets 1 When first recorded, assets must be valued no higher than their acqui-
1. In general
sition 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.
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
377 / 542
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 rele-
vant 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
2. Assets with 1 In the subsequent valuation, assets with a stock exchange price or an-
observable mar-
ket prices other 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 valua-
tion. The total value of the corresponding assets must be disclosed sep-
arately 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 fluctu-
ations in the price development. Such valuation adjustments are not per-
mitted, 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.
Art. 960c
3. Inventories 1 If the realisable value in the subsequent valuation of inventories and
and non-invoiced
services 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.
2Inventories comprise raw materials, work in progress, finished goods
and resale merchandise.
Art. 960d
4. Capital assets 1Capital assets are assets that are acquired with the intention of using
or holding them for the long-term.
378 / 542
2 Long-term means a period of more than twelve months.

3Shareholdings are shares in the capital of another undertaking that are
held for the long-term and confer a significant influence. This is pre-
sumed if the shares confer at least 20 per cent of the right to vote.
Art. 960e
III. Liabilities 1 Liabilities must be entered at their nominal value.
2 If past events lead to the expectation of a cash outflow in future finan-
cial 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. 960f788
E. Interim 1An interim account shall be prepared in accordance with the rules on
account
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 ac-
count must as a minimum have the headings and subtotals contained in
the most recent annual accounts. In addition, the notes to interim ac-
counts 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 sit-
uation of the undertaking during the reporting period, in partic-
ular 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 per-
son responsible within the undertaking for the interim account.
(AS 2020 4005; 2022 109; BBl 2017 399).
379 / 542
Section Three: Financial Report for Larger Undertakings
Art. 961
A. Additional re- Undertakings that are required by law to have an ordinary audit must:
quirements for
the annual report 1. provide additional information in the notes to the annual ac-
counts;
2. prepare a cash flow statement as part of the annual accounts;
3. draw up a management report.
Art. 961a
B. Additional in- The notes to the annual accounts must also contain the following infor-
formation in the
notes to the an- mation:
nual accounts
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
C. Cash flow The cash flow statement presents separately changes in cash and cash
statement
equivalents from business operations, investment activities and financ-
ing activities.
Art. 961c
D. Management 1 The management report presents the business performance and the
report
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 pre-
sented in the annual accounts.
380 / 542
Art. 961d
E. Simplifica- 1 The additional information in the notes to the annual accounts, the cash
tions789
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.790
2The 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 mem-
bers of an association;
3. any company member or any member subject to personal liabil-
ity or a duty to pay in further capital.
Section Four: Financial Statements in accordance with

Recognised Financial Reporting Standards
Art. 962
A. General 1In addition to annual accounts under this Title, the following must pre-
pare financial statements in accordance with a recognised financial re-
porting 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.
2The following may also request financial statements in accordance
with a recognised standard:
basic capital;
2. 10 per cent of cooperative members or 20 per cent of the mem-
bers of an association;
(AS 2020 4005; 2022 109; BBl 2017 399).
(AS 2020 4005; 2022 109; BBl 2017 399).
381 / 542
3. any company member or any member subject to personal liabil-

ity or a duty to pay in further capital.
3The duty to prepare financial statements in accordance with a recog-
nised standard ceases to apply if consolidated accounts are prepared in
accordance with a recognised standard.
4The 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 man-
agement body fails to specify the recognised standard.
Art. 962a
B. Recognised 1 If financial statements are prepared in accordance with a recognised
financial report-
ing standards financial reporting standard, details of the standard must be given in the
financial statements.
2 The chosen recognised standard must be applied in its entirely and for
the financial statements as a whole.
3 Compliance with the recognised standard must be verified by a quali-
fied audit specialist. An ordinary audit must be made of the financial
statements.
4 Financial statements in accordance with a recognised standard must be
submitted to the supreme management body when the annual accounts
are submitted for approval, although they do not require approval.
5 The Federal Council shall specify the recognised standards. It may
stipulate requirements that must be met when choosing a standard or
when changing from one standard to another.
Section Five: Consolidated Accounts
Art. 963
A. Duty to pre- 1Where a legal entity that is required to file financial reports controls
pare
one or more undertakings that are required to file financial reports, the
entity must prepare consolidated annual accounts (consolidated ac-
counts) in the annual report for all the undertakings controlled.
2 A legal entity controls another undertaking if it:
1. directly or indirectly holds a majority of votes in the highest
management body;
2. directly or indirectly has the right to appoint or remove a major-
ity of the members of the supreme management or administra-
tive body; or
382 / 542
3. it is able to exercise a controlling influence based on the articles

of association, the foundation deed, a contract or comparable
instruments.
3A recognised standard under Article 963b may define the group of un-
dertakings.
4Associations, foundations and cooperatives may delegate the duty to
prepare consolidated accounts to a controlled undertaking provided the
controlled undertaking concerned brings all the other undertakings to-
gether under a single management by holding a voting majority or in
any other way and proves that it actually exercises control.
Art. 963a
B. Exemption 1 A legal entity is exempt from the duty to prepare consolidated accounts
from the duty to
prepare accounts if it:
1. together with the controlled undertaking has not exceeded two
of the following thresholds in two successive financial years:
b. sales revenue of 40 million francs,
c. 250 full-time positions on annual average;
2. is controlled by an undertaking whose consolidated accounts
have been prepared and audited in accordance with Swiss or
equivalent foreign regulations; or
3. it has delegated the duty to prepare consolidated accounts to a
controlled undertaking in accordance with Article 963 para-
graph 4.
2 Consolidated accounts must nonetheless be prepared where:
1. this is necessary in order to make the most reliable assessment
of the economic position;
2.791 company members who represent at least 20 per cent of the
basic capital or 10 per cent of the members of a cooperative or
20 per cent of the members of an association so require;
3. a company member or an association member subject to per-
sonal liability or a duty to pay in further capital so requires; or
4. the foundation supervisory authority so requires.
3 If the financial reporting is not carried out in francs, in order to ascer-
tain the values in accordance with paragraph 1 number 1 the exchange
(AS 2020 4005; 2022 109; BBl 2017 399).
383 / 542
rate on the balance sheet date shall be applied for the balance sheet total
and the annual average exchange rate for the sales revenue.792
Art. 963b
C. Recognised 1The consolidated accounts of the following undertakings must be pre-
financial report-
ing standards pared 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 Article 962a paragraphs 1–3 and 5 apply mutatis mutandis.
3 The consolidated accounts of other undertakings are governed by rec-
ognised financial reporting principles. In the notes to the consolidated
accounts, the undertaking shall specify the valuation principles. If it der-
ogates from such rules, it shall give notice thereof in the notes to the
accounts and provide the information required for assessing the asset,
financing and earnings of the corporate group in a different form.
4Consolidated accounts must nonetheless be prepared in accordance
with a recognised financial reporting standard where:
basic capital or 10 per cent of the members of a cooperative or
20 per cent of the members of an association so require;
2. a company member or an association member subject to per-
sonal liability or a duty to pay in further capital so requires; or
3. the foundation supervisory authority so requires.
Art. 964793
(AS 2020 4005; 2022 109; BBl 2017 399).
793 Repealed by No I of the FA of 22 Dec. 1999, with effect from 1 June 2002
(AS 2002 949; BBl 1999 5149).
384 / 542
Section Six794:
Transparency on Non-Financial Matters
Art. 964a
A. Principle 1 Undertakings shall prepare a report on non-financial matters each year
if:
1. they are companies of public interest as defined in Article 2 let-
ter c of the Auditor Oversight Act of 16 December 2005795;
2. together with the Swiss or foreign undertakings that they con-
trol, they have at least 500 full-time equivalent positions on an-
nual average in two successive financial years; and
3. together with the Swiss or foreign undertakings that they con-
trol, they exceed at least one of the following amounts in two
successive financial years:
b. sales revenue of 40 million francs.
2The foregoing requirement does not apply to undertakings that are
controlled by another undertaking:
1. to which paragraph 1 applies; or
2. that must prepare an equivalent report under foreign law.
Art. 964b
B. Purpose 1 The report on non-financial matters shall cover environmental matters,
and content of
the report in particular the CO2 goals, social issues, employee-related issues, re-
spect for human rights and combating corruption. The report shall con-
tain the information required to understand the business performance,
the business result, the state of the undertaking and the effects of its
activity on these non-financial matters.
2 The report shall include in particular:
1. a description of the business model;
2. a description of the policies adopted in relation to the matters
referred to in paragraph 1, including the due diligence applied;
3. a presentation of the measures taken to implement these policies
and an assessment of the effectiveness of these measures;
794 Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the
Popular Initiative "For responsible businesses – protecting human rights and the environ-
ment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional
provision to this Amendment at the end of the text.
795 SR 221.302
385 / 542
4. a description of the main risks related to the matters referred to

in paragraph 1 and how the undertaking is dealing with these
risks; in particular it shall cover risks:
a. that arise from the undertaking's own business operations,
and
b. provided this is relevant and proportionate, that arise from
its business relationships, products or services;
5. the main performance indicators for the undertaking's activities
in relation to the matters referred to in paragraph 1.
3 If the report is based on national, European or international regula-
tions, such as the principles laid down by the Organisation for Economic
Cooperation and Development (OECD) in particular, the regulations ap-
plied must be mentioned in the report. In applying such regulations, it
must be ensured that all the requirements of this Article are met. If nec-
essary, a supplementary report must be prepared.
4If an undertaking has sole control or joint control with other company
of one or more other Swiss or foreign undertakings, the report shall
cover all these undertakings.
5 If the undertaking does not follow a policy with respect to one or more
of the matters referred to in paragraph 1, it shall explain this clearly in
the report, stating the reasons therefor.
6 The report shall be prepared in a national language or in English.
Art. 964c
C. Approval, 1 The report on non-financial matters requires the approval and signa-
publication,
keeping and re- ture of the supreme management or governing body and the approval of
taining the governing body responsible for approving the annual accounts.
2The supreme management or governing body shall ensure that the re-
port:
1. is published online immediately following approval;
2. remains publicly accessible for at least ten years.
3 Article 958f applies by analogy to keeping and retaining the reports.
386 / 542
Section Seven:796
Transparency in Raw Material Companies
Art. 964d
A. Principle 1Companies that are required by law to undergo an ordinary audit and
which and which are either themselves or through a company that they
control involved in the extraction of minerals, oil or natural gas or in the
harvesting of timber in primary forests must produce a report each year
on the payments they have made to state bodies.797
2 If the company must draw up consolidated annual accounts, then it
must produce a consolidated report on payments made to state bodies
(group payments report); this replaces the reports from the individual
companies.
3 If a company with registered office in Switzerland is included in the
group payments report that it or another company with registered office
abroad has produced in accordance with the Swiss or equivalent regula-
tions, it need not produce a separate report on payments made to state
bodies. It must however in the Annex to the annual accounts indicate
the other company in whose report it has been included, and publish this
report.
4Extraction includes all activities carried out by the company in the ar-
eas of exploration, prospecting, discovery, development and extraction
of minerals, oil and natural gas deposits and the harvesting of timber in
primary forests.
5 State bodies are national, regional or local authorities in a third country
together with the departments and businesses controlled by such author-
ities.
Art. 964e
B. Forms of pay- 1The payments made to state bodies may comprise payments in cash or
ment
kind. They include in particular the following forms of payment:
1. payments for production rights;
2. taxes on production, the revenues or profits of companies, ex-
cluding value added or sales taxes and other taxes on consump-
tion;
3. user charges;
796 Originally: Section Six and Art. 964a–964f. Inserted by No I of the FA of 19 June 2020
(Company Law), in force since 1 Jan. 2021 (AS 2020 4005; BBl 2017 399). See also
Art. 7 of the transitional provision to this Amendment at the end of the text.
797 The correction by the FA Drafting Committee of 21 Nov. 2022, published on 9 Feb. 2023,
relates to the French text only (AS 2023 62).
387 / 542
4. dividends, with the exception of dividends paid to a state body

as a member of the company, provided these are paid to the state
body under the same conditions as to the other company mem-
bers;
5. signing, discovery and production bonuses;
6. licence, rental and access fees or other considerations for per-
mits or concessions;
7. payments for improvements to the infrastructure.
2In the case of a payment in kind, the subject matter, value, method of
valuation and if applicable the extent must be indicated.
Art. 964f
C. Form and 1The report on payments made to state bodies shall only cover pay-
content of the re-
port ments related to business operations in the mineral, petroleum or natural
gas extraction industry or to the harvesting of timber in primary forests.
2It covers any payments of 100,000 francs or more in any financial year
made to state bodies, and includes both individual payments and pay-
ments made in two or more smaller sums that together amount to
100,000 francs or more.
3The report must indicate the amount of the payments made in total and
broken down by type of service to each state body and each project.
4The report must be written in a national language or in English and be
approved by the highest management or administrative body.
Art. 964g
D. Publication 1The report on payments made to state bodies must be published online
within six months of the end of the financial year.
2 It must remain publicly accessible for at least ten years.
3 The Federal Council may issue regulations on the structure of the data
required in the report.
Art. 964h
E. Keeping and Article 958f applies to keeping and retaining the report on payments
retaining the re-
port made to state bodies.
Art. 964i
F. Extending the The Federal Council may stipulate as part of an internationally coordi-
scope of applica-
tion nated procedure that that the obligations in Articles 964a–964e shall
also apply to companies trading in raw materials.
388 / 542
Section Eight:798
Due Diligence and Transparency in relation to Minerals
and Metals from Conflict-Affected Areas and Child Labour
Art. 964j
A. Principle 1 Undertakings whose seat, head office or principal place of business is
located in Switzerland must comply with obligations of due diligence in
the supply chain and report thereon if:
1. they place in free circulation or process in Switzerland minerals
containing tin, tantalum, tungsten or gold or metals from con-
flict-affected and high-risk areas; or
2. they offer products or services in relation to which there is a
reasonable suspicion that they have been manufactured or pro-
vided using child labour.
2The Federal Council shall specify annual import quantities of minerals
and metals below which an undertaking is exempt from the due dili-
gence and reporting obligation.
3It shall specify the requirements by which small and medium-sized
undertakings and undertakings with low child labour risks are not
obliged to verify whether there is a reasonable suspicion of child labour.
4 It shall specify the requirements by which undertakings are exempt
from the due diligence and reporting obligations if they comply with
equivalent internationally recognised regulations, such as the principles
laid down by the OECD in particular.
Art. 964k
B. Due diligence 1 Undertakings shall maintain a management system and stipulate the
following therein:
1. the supply chain policy for minerals and metals that potentially
originate from conflict-affected and high-risk areas;
2. the supply chain policy for products or services in relation to
which there is a reasonable suspicion of child labour;
3. a system by which the supply chain can be traced.
2They shall identify and assess the risks of harmful impacts in their
supply chain. They shall draw up a risk management plan and take
measures to minimise the risks identified.
798 Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the
Popular Initiative "For responsible businesses – protecting human rights and the environ-
ment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional
provision to this Amendment at the end of the text.
389 / 542
3 They shall have their compliance with the due diligence obligations in
relation to the minerals and metals audited by an independent specialist.
4 The Federal Council shall issue the detailed regulations; it shall base
them on internationally recognised regulations, such as the OECD prin-
ciples in particular.
Art. 964l
C. Reporting 1The supreme management or governing body shall prepare a report
each year on compliance with the due diligence obligations.
2 The report shall be prepared in a national language or in English.
3The supreme management or governing body shall ensure that the re-
port:
1. is published online within six months of the end of the financial
year;
2. remains publicly accessible for at least ten years.
4 Article 958f applies by analogy to keeping and retaining the reports.
5 Undertakings that offer products and services from undertakings that
have prepared a report are not themselves required to prepare a report
for those products and services.
Division Five:799 Negotiable Securities

Title Thirty-Three:
Registered Securities, Bearer Securities and Instruments to
Order
Art. 965
A. Definition of A negotiable security is any instrument to which a right attaches in such
negotiable secu-
rity a manner that it may not be exercised or transferred to another without
the instrument.
Art. 966
B. Obligation 1The obligor under a negotiable security is obliged to render perfor-
under the secu-
rity mance only against surrender of the instrument.
799 Amended by the Federal Act of 18 Dec. 1936, in force since 1 July 1937
(AS 53 185; BBl 1928 I 205, 1932 I 217). See the Final and Transitional Provisions to Ti-
tle XXIV–XXXIII, at the end of this Code.
390 / 542
2 By rendering the performance due at maturity to the creditor as indi-

cated by the instrument, the obligor is released from the obligation un-
less he is guilty of malice or gross negligence.
Art. 967
C. Transfer of 1 The transfer of any negotiable security conferring title or a limited
the security
I. General form
right in rem requires the transfer of possession of the instrument in all
cases.
2In addition, the transfer of instruments to order requires endorsement
and that of registered securities requires a written declaration, which
must not be made on the instrument itself.
3By law or agreement, the transfer may require the participation of
other persons, in particular the obligor.
Art. 968
II. Endorsement 1 In all cases, endorsement must be done in accordance with the provi-
1. Form
sions governing bills of exchange.
2The formal requirements for transfer are satisfied once the endorse-
ment is completed and the instrument handed over.
Art. 969
2. Effect In the case of all transferable securities, unless the content or nature of
the instrument dictate otherwise, on endorsement and transfer of the in-
strument the rights of the endorser pass to the acquirer.
Art. 970
D. Conversion 1A registered security or instrument to order may be converted into a
bearer security only with the consent of all the beneficiaries and obligors
concerned. Such consent must be declared on the instrument itself.
2 The same general principle applies to conversion of bearer securities
into registered securities or instruments to order. In this case, where the
consent of a beneficiary or obligor is lacking, conversion is effective but
only as between the creditor who undertook it and his immediate legal
successor.
391 / 542
Art. 971
E. Cancellation 1A negotiable security that has been lost may be cancelled by the
I. Party request- court800.
ing cancellation
2 Cancellation may be requested by the beneficiary of the instrument at
the time it was lost or its loss was discovered.
Art. 972
II. Procedure, ef- 1 Following cancellation of the instrument, the beneficiary may exercise
fect
his right even without the instrument or request the issue of a new in-
strument.
2In other respects, the provisions governing the individual types of se-
curities apply to the procedure for and effect of cancellation.
Art. 973
F. Special provi- The special provisions governing negotiable securities, such as bills of
sions
exchange, cheques and mortgage bonds, are reserved.
Art. 973a801
G. Collective 1 A bailee has the power to hold fungible negotiable securities from two
custody, global
certificate and or more bailors together in safe custody unless a bailor expressly re-
uncertificated se- quests that his securities be held separately.
curities 802
I. Collective cus- 2 If fungible negotiable securities are entrusted to a bailee for collective
tody of negotia-
ble securities custody, the bailor acquires on deposit joint fractional title to the nego-
tiable securities of the same class belonging to the collective holding. In
order to determine the fractional share, the nominal value or in the case
of securities without nominal value, the number of securities, is deci-
sive.
3A bailor has the right at any time, irrespective of the involvement or
consent of the other bailors to withdraw negotiable securities from the
collective holding to the extent of his share.
1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).
802 Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to De-
velopments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33;
BBl 2020 233).
392 / 542
Art. 973b803
II. Global certifi- 1 The obligor may issue global certificates or to replace two or more
cate
fungible negotiable securities entrusted to a single bailee with a global
certificate, provided the conditions for issue or the articles of association
of the company provide therefor or the bailors have consented thereto.
2 The global certificate is a negotiable security in the same form as the
individual rights that it represents. It is jointly owned by the participant
bailors, in proportion to their shares. The status and rights of the joint
owners in relation to the global certificate are governed by Article 973a
paragraph 2 mutatis mutandis.
Art. 973c804
III. Uncertifi- 1 The obligor may issue uncertificated securities or replace fungible ne-
cated securi-
ties805 gotiable securities or global certificates that have been entrusted to a
single bailee with uncertificated securities provided the conditions for
issue or the articles of association provide therefor or the bailors have
consented thereto.806
2 The obligor shall keep a book on the uncertificated securities that he
has issued in which details of the number and denomination of the un-
certificated securities issued and of the creditors are recorded. The book
is not open for public inspection.
3 The uncertificated securities are created on entry in the book and con-
tinue to exist only in accordance with such entry.
4The transfer of uncertificated securities requires a written declaration
of assignment. Their pledging is governed by the provisions on the
pledging of claims.
Art. 973d807
H. Ledger-based
1A ledger-based security is a right which, in accordance with an agree-
securities ment between the parties:
I. Establishment
1. is registered in a securities ledger in accordance with paragraph
2; and
1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).
1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).
BBl 2020 233).
BBl 2020 233).
807 Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Devel-
opments in Distributed Ledger Technology, in force since 1 Feb. 2021
(AS 2021 33; BBl 2020 233).
393 / 542
2. may be exercised and transferred to others only via this securi-

ties ledger.
2 The securities ledger must meet the following requirements:
1. It uses technological processes to give the creditors, but not the
obligor, power of disposal over their rights.
2. Its integrity is secured through adequate technical and organisa-
tional measures, such as joint management by several independ-
ent participants, to protect it from unauthorised modification.
3. The content of the rights, the functioning of the ledger and the
registration agreement are recorded in the ledger or in linked
accompanying data.
4. Creditors can view relevant information and ledger entries, and
check the integrity of the ledger contents relating to themselves
without intervention by a third party.
3 The obligor must ensure that the securities ledger is organised in ac-
cordance with its intended purpose. In particular, it must be ensured that
the ledger operates in accordance with the registration agreement at all
times.
Art. 973e808
II. Effects 1 The obligor under a ledger-based security is entitled and obliged to
render performance only to the creditor indicated in the securities ledger
and subject to appropriate modification of the ledger.
2 By rendering the performance due at maturity to the creditor indicated
in the securities ledger, the obligor is released from the obligation even
if the indicated creditor is not the actual creditor, unless the obligor is
guilty of malice or gross negligence.
3 When acquiring a ledger-based security in a securities ledger from the
creditor indicated therein, the acquirer is protected even if the seller was
not entitled to dispose of the ledger-based security, unless the acquirer
acted in bad faith or with gross negligence.
4 The obligor may raise against a claim deriving from a ledger-based
security only those objections which:
1. are aimed at contesting the validity of the registration or derive
from the securities ledger itself or its accompanying data;
2. he or she is personally entitled to raise against the current cred-
itor of the ledger-based security; or
(AS 2021 33; BBl 2020 233).
394 / 542
3. are based on the direct relations between the obligor and a for-
mer creditor of the ledger-based security, if the current creditor
intentionally acted to the detriment of the obligor when acquir-
ing the ledger-based security
Art. 973f809
III. Transfer 1 The transfer of the ledger-based security is subject to the provisions of
the registration agreement.
2 If the creditor of a ledger-based security is declared bankrupt, if his or
her property is distrained or if a debt restructuring moratorium is author-
ised, the creditor's decisions regarding ledger-based securities are le-
gally binding and effective against third parties, provided that they
1. were made beforehand;
2. have become irrevocable under the rules of the securities ledger
or another trading facility; and
3. were actually recorded in the securities ledger within 24 hours.
3 When a bona fide acquirer of a certificated security and a bona fide
acquirer of the ledger-based security have a conflicting claim to the
same right, the former takes precedence over the latter.
Art. 973g810
IV. Collateral 1 Collateral may be posted even without the transfer of the ledger-based
security, if:
1. the collateral is visible in the securities ledger; and
2. it is ensured that only the collateral recipient can dispose of the
ledger-based security in the event of default.
2 In other respects:
1. the special lien on ledger-based securities is governed by the
provisions on special liens that apply to certificated securities
(Arts. 895–898 of the CC811).
2. the pledging of ledger-based securities is governed by the pro-
visions on liens on debts and other rights as applicable for cer-
tificated securities (Arts. 899–906 of the CC).
(AS 2021 33; BBl 2020 233).
(AS 2021 33; BBl 2020 233).
811 SR 210
395 / 542
Art. 973h812
V. Cancellation 1 The beneficiary of a ledger-based security may demand that the court
cancel the security, provided that he or she furnishes credible evidence
of his or her original power of disposal and of the loss thereof. Follow-
ing cancellation of the instrument, the beneficiary may also exercise his
or her right outside the ledger or, at his or her own expense, demand that
the obligor allocate a new ledger-based security. In addition, Articles
982-986 apply mutatis mutandis to the procedure for and effect of can-
cellation.
2The parties may make provision for a simplified form of cancellation
consisting in a reduction of the number of public calls for presentation
or a curtailment of the time limits.
Art. 973i813
VI. Information The obligor under a ledger-based security or a right that is offered as
and liability
such must inform each acquirer of:
1. the content of the ledger-based security;
2. the mode of operation of the securities ledger and the measures
taken in accordance with Article 973d paragraphs 2 and 3 to
protect the operation and integrity of the ledger.
2The obligor is liable for damage to the acquirer arising out of infor-
mation that is inaccurate, misleading or in breach of statutory require-
ments, unless the obligor can prove that he or she acted with due dili-
gence.
3 Agreements which limit or exclude this liability are void.
Section Two: Registered Securities
Art. 974
A. Definition A negotiable security is deemed a registered security if it is made out to
a named person but is neither made out to order nor legally declared to
be an instrument to order.
(AS 2021 33; BBl 2020 233).
(AS 2021 33; BBl 2020 233).
396 / 542
Art. 975
B. Evidence of 1 The obligor is obliged to render performance only to a person who is
creditor’s right
I. As a general
the bearer of the instrument and who can show that he is the person in
rule whose name the instrument is registered or the legal successor of such
person.
2 Where the obligor renders performance without such evidence, he is
not released from his obligation towards a third party who can demon-
strate his entitlement.
Art. 976
II. With qualified Where the obligor under the registered security has reserved the right to
bearer securities
render performance to any bearer of the instrument, he is released from
his obligation by rendering performance in good faith to such a bearer
even if he did not request evidence of the creditor’s entitlement; how-
ever, he is not obliged to render performance to the bearer.
Art. 977
C. Cancellation 1Where no special provision has been made, registered securities are
cancelled in accordance with the provisions governing bearer securities.
2 The obligor may make provision in the instrument for a simplified
form of annulment consisting in a reduction of the number of public
calls for presentation or a curtailment of the time limits, or may reserve
the right to make valid performance even without presentation or annul-
ment of the instrument, providing the creditor declares the borrower’s
note void and the debt redeemed by public deed or authenticated docu-
ment.
Section Three: Bearer Securities
Art. 978
A. Definition 1 A negotiable security is deemed a bearer security if the wording or
form of the instrument shows that the current bearer is recognised as the
beneficiary.
2 However, the obligor is no longer permitted to pay if subject to an
attachment order served by a court or the police.
Art. 979
B. Obligor’s de- 1 Against a claim deriving from a bearer security, the obligor may plead
fences
I. In general
only such defences as contest the validity of the instrument or arise from
the instrument itself and those available to him personally against the
respective obligee.
397 / 542
2Defences based on the direct relations between the obligor and a for-
mer bearer are admissible where the bearer intentionally acted to the
detriment of the obligor when acquiring the security.
3The obligor may not plead the defence that the instrument entered cir-
culation against his will.
Art. 980
II. In the case of 1Against a claim deriving from a bearer coupon, the obligor may not
bearer coupons
plead the defence that the debt principal has been redeemed.
2 However, when redeeming the debt principal, the obligor is entitled to
retain an amount corresponding to the interest payable on coupons fall-
ing due in the future which are not handed in with the debt instruments
until the prescriptive periods applicable to such coupons have expired,
unless the coupons not handed in have been cancelled or the amount
thereof has been secured.
Art. 981
C. Cancellation 1 Bearer securities, such as shares, bonds, dividend rights certificates,
I. In general coupon sheets, subscription warrants for coupon sheets, but not individ-
1. Application814
ual coupons, are cancelled by the court at the request of the beneficiary.
2 ...815
3 The applicant must satisfy the court that he possessed and lost the in-
strument.
4 Where the bearer of a security with a coupon sheet or subscription
warrant has merely lost the coupon sheet or subscription warrant,
presentation of the security in question is sufficient to establish grounds
for the application.
Art. 982
2. Attachment 1 At the applicant’s request, the obligor under the negotiable security
order
may be forbidden to honour the security on presentation and warned of
the danger of double payment.
2Where a coupon sheet is to be annulled, the provision governing can-
cellation of bearer coupons applies mutatis mutandis to the individual
coupons falling due during the proceedings.
814 Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
815 Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
398 / 542
Art. 983
3. Public call for Where the court is satisfied that the applicant was in possession of the
presentation,
time limit security but has since lost it, it issues a public notice calling on the un-
known bearer to come forward and present the security within a speci-
fied time limit, failing which it will declare the security cancelled. The
time limit must be at least six months; it commences on the date of the
first public notice.
Art. 984
4. Form of pub- 1The call for presentation of the security must be published in the Swiss
lic notice
Official Gazette of Commerce.816
2In special cases, the court may adopt other means of publicising the
call for presentation.
Art. 985
5. Effect 1 Where the lost bearer security is presented, the court sets the applicant
a. Where the se-
curity is pre-
a time limit within which to bring an action for recovery thereof.
sented 2Where the applicant fails to bring action within such time limit, the
court returns the instrument and lifts the garnishee order.
Art. 986
b. Where the se- 1 Where the lost bearer security is not presented within the time limit,
curity is not pre-
sented the court may cancel it or order further measures, depending on the cir-
cumstances.
2 Notice of the cancellation of a bearer security must be published im-
mediately in the Swiss Official Gazette of Commerce, and elsewhere at
the court’s discretion.
3Following cancellation, the applicant is entitled at his expense to re-
quest the issue of a new bearer security or performance of the obligation
due.
Art. 987
II. Of coupons in 1 Where individual coupons have been lost, at the request of the benefi-
particular
ciary the court must order that the amount be deposited with the court at
maturity or immediately if the coupon is already due.
2 Where three years have elapsed since the maturity date and no benefi-
ciary has come forward in the interim, the court must order the amount
deposited to be released to the applicant.
(AS 2020 4005; 2022 109; BBl 2017 399).
399 / 542
Art. 988
III. In the case of Banknotes and other bearer securities issued in large numbers and pay-
banknotes and
the like able on sight which are intended for circulation as replacement for
money and made out in fixed denominations may not be cancelled.
Art. 989817
D. Mortgage cer- The special provisions governing mortgage certificates made out to the
tificates
bearer are reserved.
Section Four: Bills and Notes

A. Capacity to incur Liability as a party to a Bill
Art. 990
A person with capacity to enter into contracts has capacity to incur lia-
bility as a party to a bill of exchange.
B. The Bill of Exchange

I. Drawing and Formal Requirements of Bills of Exchange
Art. 991
1. Requirements A bill of exchange contains:
1. the designation ‘bill of exchange’ in the text of the instrument
and in the language in which it is issued;
2. the unconditional instruction to pay a certain sum of money;
3. the name of the person who is to pay (drawee);
4. the due date;
5. the bill domicile;
6. the name of the person to whom or to whose order payment is
to be made;
7. the date and the place of issue;
8. the drawer’s signature.
817 Amended by No II 2 of the FA of 11 Dec. 2009 (Register Mortgage Certificates and other
amendments to Property Law), in force since 1 Jan. 2012
(AS 2011 4637; BBl 2007 5283).
400 / 542
Art. 992
2. Required con- 1 An instrument missing one of the elements stipulated in the previous
tent lacking
article is not deemed a bill of exchange, except in the cases described in
the following paragraphs.
2 A bill of exchange containing no indication of the due date is deemed
a sight bill.
3 Where no other specific place is mentioned, the place indicated to-
gether with the name of the drawee is deemed both the bill domicile and
the domicile of the drawee.
4A bill of exchange containing no indication of the place of issue is
deemed drawn at the place indicated together with the name of the
drawer.
Art. 993
3. Types 1 A bill of exchange may be made out to the drawer’s own order.
2 It may be drawn on the drawer himself.
3 It may be drawn for the account of a third party.
Art. 994
4. Payment of A bill of exchange may be domiciled with a third party, at the drawee’s
domiciled bills
domicile or at another place.
Art. 995
5. Promise of in- 1 In a bill of exchange payable on sight or at a stated period after presen-
terest
tation for acceptance, the drawer may stipulate that the bill amount will
bear interest. For all other bills, the interest rate comment is deemed
unwritten.
2 The interest rate must be indicated on the bill of exchange; where there
is no such indication, the interest rate comment is deemed unwritten.
3The interest accrues as of the date on which the bill of exchange was
drawn, unless some other date is specified.
Art. 996
6. Discrepancy 1Where the bill amount is given in both letters and numbers, in the event
in specification
of bill amount of any discrepancy the amount given in letters is the valid amount.
2Where the bill amount is given more than once in both letters and num-
bers, in the event of any discrepancy the lowest amount is the valid
amount.
401 / 542
Art. 997
7. Signatures of Where a bill of exchange bears a signature of a person lacking capacity
persons lacking
capacity to enter into liabilities on a bill of exchange, a forged signature, the sig-
nature of a bogus person or a signature which for whatever other reason
is not binding on the person who signed or in whose name the bill was
signed, this fact has no effect on the validity of the other signatures.
Art. 998
8. Unauthorised A person who signs a bill of exchange as a representative of another
signature
without being authorised so to do is himself liable on the bill and, if he
honours the bill, has the same rights as the party he purported to repre-
sent would have. The same applies to a representative who exceeds his
power of representation.
Art. 999
9. Liability of 1The drawer is liable for the acceptance and payment of the bill of ex-
the drawer
change.
2He may disclaim liability for acceptance; any comment whereby he
disclaims liability for payment is deemed unwritten.
Art. 1000
10. Blank bill Where a bill of exchange that was incomplete when it was negotiated is
completed in a manner contrary to the agreed terms, such non-compli-
ance with the agreed terms may not be invoked against the bearer unless
he acquired the bill in bad faith or was guilty of gross negligence when
he acquired it.
II. Endorsement
Art. 1001
1. Transferability 1Any bill of exchange may be transferred by endorsement even if it is
not expressly made out to order.
2 Where the drawer has included the words “not to order” or a comment
to that effect in the bill of exchange, the bill may be transferred only
subject to the formal requirements and with the effects of a normal as-
signment.
3The endorsement may also be made out to the drawee, regardless of
whether he has accepted the bill or not, to the drawer or to any other
party liable on it. Such persons may endorse the bill further.
402 / 542
Art. 1002
2. Requirements 1The endorsement must be unconditional. Conditions attached to the
endorsement are deemed unwritten.
2 A partial endorsement is void.
3 An endorsement to the bearer is deemed a blank endorsement.
Art. 1003
3. Form 1The endorsement must be written on the bill of exchange itself or on a
sheet attached thereto (annex, rider). It must be signed by the endorser.
2The endorsement need not designate the endorsee and may consist
merely of the signature of the endorser (blank endorsement). In the latter
case the endorsement is valid only if written on the reverse of the bill or
on the annex.
Art. 1004
4. Effects 1 The endorsement transfers all rights arising from the bill of exchange.
a. Transfer func-
tion 2 If it is a blank endorsement, the bearer may
1. add his name or the name of another person to the endorsement;
2. endorse the bill further by blank endorsement or endorsement to
a specified person;
3. negotiate the bill further without completing the blank endorse-
ment and without endorsing it.
Art. 1005
b. Guarantee 1Unless the bill contains a comment to the contrary, the endorser is lia-
function
ble for acceptance and payment.
2 He may forbid further endorsement of the bill; in this case he is not
liable to persons to whom the bill is further endorsed.
Art. 1006
c. Proof of 1 A person possessing the bill is the holder in due course providing he
bearer’s entitle-
ment can demonstrate his entitlement by means of an uninterrupted sequence
of endorsements, even where the last is a blank endorsement. Deleted
endorsements are deemed unwritten. Where a blank endorsement is fol-
lowed by a further endorsement, it is presumed that the person who is-
sued this endorsement acquired the bill by means of the blank endorse-
ment.
2Where the bill of exchange was somehow lost by a former holder, a
new holder who can demonstrate his entitlement in accordance with the
provisions of the previous paragraph is obliged to surrender the bill only
403 / 542
if he acquired the bill in bad faith or was guilty of gross negligence when
he acquired it.
Art. 1007
5. Defences A person to whom a bill of exchange is presented for collection may not
plead against the holder such defences as are based on his direct rela-
tions with the drawer or a previous holder unless the current holder in-
tentionally acted to the detriment of the obligor when acquiring the bill.
Art. 1008
6. Procuration 1 Where the endorsement contains the comment “value for collection”,
endorsement
“for collection”, “per pro.” or some other comment expressing no more
than authorisation, the holder may exercise all the rights under the bill
of exchange; however, he may transfer it only by means of a further
procuration endorsement.
2In this case, the parties liable on a bill may plead against the holder
only such defences as are available to them against the endorser.
3The authority conferred by the procuration endorsement is not extin-
guished on the death or incapacity of the person conferring it.
Art. 1009
7. Pledging en- 1Where the endorsement contains the comment “value for security”,
dorsement
“value for pledge” or some other comment expressing a pledge, the
holder may exercise all the rights under the bill of exchange; however,
any endorsement issued by him only has the effect of a procuration en-
dorsement.
2 The parties liable on a bill may not plead against the holder such de-
fences as are based on his direct relations with the endorser unless the
holder intentionally acted to the detriment of the obligor when acquiring
the bill.
Art. 1010
8. Subsequent 1An endorsement after maturity has the same effects as an endorsement
endorsement
prior to maturity. However, where the bill of exchange was endorsed
only after protest for non-payment or after expiry of the time limit for
protest, the endorsement only has the effects of a normal assignment.
2Until the opposite is proven, it is presumed that an undated endorse-
ment was made on the bill of exchange before the time limit for protest
expired.
404 / 542
III. Acceptance
Art. 1011
1. Right to pre- The holder or any person merely in possession of the bill of exchange
sent bill
may present it to the drawee at his domicile for acceptance at any time
prior to maturity.
Art. 1012
2. Presentation 1 The drawer may stipulate on any bill of exchange that it must be pre-
compulsory or
prohibited sented for acceptance, with or without a time limit for such presentation.
2He may prohibit presentation of the bill of exchange for acceptance
where it is not domiciled with a third party or at a place other than the
domicile of the drawee and is not an after-sight bill.
3 He may also stipulate that the bill of exchange must not be presented
for acceptance prior to a specified date.
4Unless the drawer has prohibited presentation for acceptance, any en-
dorser may stipulate that the bill of exchange must be presented for ac-
ceptance, with or without a time limit.
Art. 1013
3. Duty to pre- 1 An after-sight bill must be presented for acceptance within one year of
sent after-sight
bills the date on which it was drawn.
2 The drawer may stipulate a shorter or longer time limit.
3 The endorser may stipulate a shorter time limit for presentation.
Art. 1014
4. Repeat presen- 1 The drawee may request that the bill of exchange be presented to him
tation
again on the day after the first presentation. The parties may invoke any
failure to comply with this requirement only if the request is mentioned
in the protest.
2The holder is not obliged to leave a bill of exchange presented for ac-
ceptance in the drawee’s possession.
Art. 1015
5. Form of ac- 1 The declaration of acceptance is made on the bill of exchange. It is
ceptance
expressed through the word “accepted” or words to the same effect; it
must be underlined by the drawee. The drawee is deemed to have de-
clared his acceptance by merely appending his signature to the obverse
of the bill of exchange.
2 Where the bill of exchange is an after-sight bill or must be presented
for acceptance within a specified time limit owing to a special comment
405 / 542
to that effect, the declaration of acceptance must indicate the date on

which it is made, unless the holder requires that the date of presentation
be indicated. Where no date is indicated, the holder must draw attention
to this omission by timely protest in order to safeguard his right of re-
course against the endorser and the drawer.
Art. 1016
6. Restrictions 1 The acceptance must be unconditional; however, the drawee may limit
on acceptance
it to a portion of the bill amount.
2 Where the declaration of acceptance contains any terms that deviate
from the provisions of the bill of exchange, acceptance is deemed to
have been refused. However, the acceptor is liable according to the
terms of his declaration of acceptance.
Art. 1017
7. Domiciliate 1 Where the drawer has indicated on the bill of exchange a bill domicile
and bill domicile
other than the domicile of the drawee but without designating a third
party by whom payment is to be made, the drawee may designate a third
party when he declares acceptance. In the absence of such designation
it is presumed that the acceptor himself has undertaken to pay the bill at
its domicile.
2 Where the bill of exchange is domiciled with the drawee himself, he
may designate in his declaration of acceptance an agent at the bill dom-
icile by whom the payment will be made.
Art. 1018
8. Effect of ac- 1 Due to his acceptance, the drawee is obliged to pay the bill of exchange
ceptance
a. In general
at maturity.
2 In the event of non-payment, the holder, even if he is the drawer, has
a claim against the acceptor under the bill of exchange to any sums to
which he is entitled pursuant to Articles 1045 and 1046.
Art. 1019
b. In the case of 1 Where the drawee has struck out the declaration of acceptance made
deletion
on the bill of exchange prior to returning the bill, acceptance is deemed
to have been refused. Until the opposite is proven, it is presumed that
such deletion was made prior to the return of the bill.
2 However, where the drawee has informed the holder or a person whose
signature has been appended to the bill in writing of his acceptance, he
is liable to such persons in accordance with the terms of his declaration
of acceptance.
406 / 542
IV. Bill Guarantees
Art. 1020
1. Bill guarantor 1Payment of the bill amount may be secured in part or in full by means
of a bill guarantee.
2 Security may be provided by a third party or even by a person whose
signature has already been appended to the bill of exchange.
Art. 1021
2. Form 1The guarantee commitment is inscribed on the bill of exchange or an
annex (rider) thereto.
2 It is expressed by the words “as guarantor” or a comment to that effect;
it must be signed by the bill guarantor.
3The mere act of signing the obverse of the bill of exchange is deemed
a guarantee commitment, providing the signature is not that of the
drawee or the drawer.
4The guarantee commitment must indicate for whom the guarantee is
given; where there is no such indication, it is deemed to be given for the
drawer.
Art. 1022
3. Effects 1The bill guarantor is liable in the same manner as the person for whom
he has given the guarantee.
2His commitment is valid even if the guaranteed obligation is void for
any reason other than formal defect.
3A bill guarantor who pays the bill of exchange acquires all rights there-
under against the person for whom he has given the guarantee and
against all those who are liable to such person under the bill.
V. Maturity
Art. 1023
1. In general 1 A bill of exchange may be drawn:
on sight;
for a specified time after sight;
for a specified time after drawing;
on a specified date.
2Bills of exchange with other maturity dates or with several consecutive
maturity dates are void.
407 / 542
Art. 1024
2. In the case of 1 A sight bill is due on presentation. It must be presented for payment
sight bills
within one year of being drawn. The drawer may stipulate a shorter or
longer time limit. The endorser may stipulate a shorter time limit for
presentation.
2 The drawer may stipulate that the sight bill may not be presented for
payment before a specified date. In this case the time limit for presenta-
tion commences on that date.
Art. 1025
3. In the case of 1The maturity date of an after-sight bill is determined by the date indi-
after-sight bills
cated in the declaration of acceptance or the protest date.
2 Where no date is indicated in the declaration of acceptance and no pro-
test is made, the bill is deemed to have been accepted on the last date of
the time limit envisaged for presentation for acceptance as against the
acceptor.
Art. 1026
4. Computation 1 A bill of exchange made out for one or more months after it was drawn
of time limits
or after sight falls due on the corresponding day of the payment month.
If there is no such day, the bill falls due on the last day of the month.
2 Where the bill of exchange is made out for one or more months plus
half a month after it was drawn or after sight, the full months are counted
first.
3Where the maturity date is expressed as the beginning, middle or end
of a month, such expression is deemed to mean the first, fifteenth or last
day of the month.
4The expressions ‘eight days’ or ‘fifteen days’ mean not one or two
weeks but a full eight or fifteen days.
5 The expression ‘half-month’ means fifteen days.
Art. 1027
5. Computation 1 Where a bill of exchange is payable on a certain date at a place where
by the old
method the calendar is different from that of the place of issue, the maturity date
is determined according to the calendar of the bill domicile.
2 Where a bill drawn between two places with different calendars be-
comes payable when a specified time has elapsed since it was drawn,
the date on which it was drawn is converted to the equivalent date in the
calendar of the domicile and the maturity date computed according to
the latter.
408 / 542
3The provision set out in the previous paragraph applies mutatis mutan-
dis to the computation of time limits for presentation of bills of ex-
change.
4 The provisions of this Article do not apply where a comment on the
bill of exchange or any other term reveals that the parties intended oth-
erwise.
VI. Payment
Art. 1028
1. Presentation 1 The holder of a bill of exchange payable on a specific date or a speci-
for payment
fied time after it was drawn or after sight must present the bill for pay-
ment on the payment date or one of the two subsequent working days.
2 Delivery of the bill to a clearing house recognised by the Swiss Na-
tional Bank is equivalent to presentation for payment.818
Art. 1029
2. Right to re- 1The drawee may require the holder to surrender the receipted bill of
ceipt, part pay-
ment exchange against payment.
2 The holder may not refuse part payment.
3Where a part payment is made, the drawee may insist that it be noted
on the bill of exchange and that a receipt be issued for it.
Art. 1030
3. Payment be- 1The holder of the bill of exchange is not obliged to accept payment
fore and at ma-
turity before maturity.
2 The drawee pays before maturity at his own risk.
3 A person paying at maturity is released from his obligations provided
he is not guilty of malice or gross negligence. He is obliged to check
that the sequence of endorsements is correct but is not required to verify
the signatures of the endorsers.
Art. 1031
4. Payment in 1 Where the bill of exchange is denominated in a currency other than
foreign currency
that of the bill domicile, the bill amount may be paid in the national
currency at its value as at the maturity date. Where the obligor delays in
making the payment, the holder is free to choose whether the bill amount
818 Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since
1 May 2004 (AS 2004 1985; BBl 2002 6097).
409 / 542
is converted into the national currency at the rate that applies on the
maturity date or the rate that applies on the payment date.
2 The value of the foreign currency is determined according to custom-
ary commercial practice at the bill domicile. However, the drawer may
stipulate an exchange rate for the bill amount on the bill of exchange.
3 The provisions of the two previous paragraphs do not apply if the
drawer has stipulated payment in a specified currency (actual currency
clause).
4 Where the bill of exchange is denominated in a currency which has the
same name but a different value in the country in which the bill was
drawn and that in which it is payable, the presumption is that the cur-
rency meant is that of the bill domicile.
Art. 1032
5. Deposit Where the bill of exchange is not presented for payment within the time
limit laid down in Article 1028, the obligor may deposit the bill amount
with the competent authority at the risk and expense of the holder.
VII. Recourse in the event of Non-Acceptance and

Non-Payment
Art. 1033819
1. Recourse of 1In the event of non-payment of a bill at maturity, the holder has right
the holder
of recourse against the endorser, the drawer and the other parties liable
on the bill.
2 The holder has the same right even before maturity:
1. where acceptance has been refused in part or in full;
2. where the assets of the drawee are subject to insolvency pro-
ceedings, regardless of whether he has accepted the bill or not,
or where only payments by the drawee have been suspended, or
where compulsory execution has been levied on his assets with-
out success;
3. where the assets of the drawer of a bill of exchange whose
presentation for acceptance is prohibited are subject to insol-
vency proceedings.
Art. 1034
2. Protest 1 Any refusal of acceptance or of payment must be declared by public
a. Time limits deed (protest for non-acceptance or for non-payment).
and requirements
819 This Art. consists of a single paragraph in the French and Italian texts.
410 / 542
2 Protest for non-acceptance must be made within the time limit appli-
cable for presentation for acceptance. Where, in the case of Article 1014
paragraph 1, the bill of exchange was presented for the first time on the
last day of the time limit, protest may still be made on the following day.
3 In the case of bills of exchange payable on a specific day or for a cer-
tain time after they were drawn or after sight, protest for non-payment
must be made on one of the two working days following the payment
date. Protest for non-payment of sight bills must be made within the
same time limits for protest for non-acceptance as envisaged in the pre-
vious paragraph.
4 Where protest for non-acceptance has been made, neither presentation
for payment nor protest for non-payment is required.
5Where the drawee has suspended his payments, regardless of whether
he has accepted the bill of exchange or not, or compulsory execution has
been levied on his assets without success, the holder may have recourse
only once the bill has been presented to the drawee for payment and
protest has been made.
6 Where the assets of the drawee, regardless of whether he has accepted
the bill of exchange or not, or the assets of the drawer of a bill of ex-
change whose presentation for acceptance is prohibited are subject to
insolvency proceedings, presentation of the court order commencing
such proceedings is sufficient to exercise the right of recourse.
Art. 1035
b. Responsibility Such protest must be made by a specially authorised notary or official
body.
Art. 1036
c. Content 1 The protest contains:
1. the name of the person or of the business for whom and against
whom the protest is made;
2. a statement that a request was made without success to the per-
son or company against whom the protest is made to perform
his or its obligation under the bill of exchange or that such per-
son or company could not be reached or that their business
premises or address could not be traced;
3. an indication of the place at which and date on which the request
was made or attempted without success;
4. the signature of the person or official body making the protest.
2 Where a part payment is made, this must be noted in the protest.
411 / 542
3 If the drawee to whom the bill of exchange has been presented for ac-
ceptance insists that it be presented again on the following day, this must
also be noted in the protest.
Art. 1037
d. Form 1 The protest is made on a separate sheet attached to the bill of exchange.
2 Where the protest involves the presentation of several duplicates of the
same bill of exchange or presentation of the original instrument and a
copy of it, it is sufficient if the protest is attached to one of the duplicates
or to the original bill.
3A note to the effect that the protest is attached to one of the duplicates
or to the original instrument must be made on the remaining duplicates
or the copy.
Art. 1038
e. For partial ac- Where the bill of exchange is accepted for only part of the bill amount
ceptance
and protest is made for that reason, a copy must be made of the bill of
exchange and the protest made on such copy.
Art. 1039
f. Against sev- Where performance of a bill obligation is required of several liable par-
eral persons
ties, only one instrument is required for the protests involved.
Art. 1040
g. Copy of the 1 The notary or official body making the protest must make a copy of
protest document
the protest document.
2 The following must be indicated on this copy:
1. the amount of the bill of exchange;
2. the maturity date;
3. the place at which and date on which it was drawn;
4. the drawer of the bill of exchange, the drawee and the name of
the person or company to whose the order the payment is to be
made;
5. the name of the person or company through which the payment
is to be made, where this is different from the drawee;
6. the emergency contact details and acceptors for honour.
3Copies of protest documents must be archived in chronological order
by the notary or official body making the protest.
412 / 542
Art. 1041
h. Defective pro- A protest signed by the competent notary or official body is valid even
test
if not made in accordance with the regulations or if the information it
contains is inaccurate.
Art. 1042
3. Notification 1 The holder must notify the immediately preceding endorser and the
drawer of the lack of acceptance or payment within four working days
of the date on which the protest was made or, in the case of the comment
“No protest”, within four working days of the date of presentation.
Within two working days of receipt of such notification, every endorser
must pass on the news received to the immediately preceding endorser
and give him the names and addresses of the persons from whom he
received it, and so on in sequence until the drawer. All time limits run
as of receipt of the previous notification.
2 Where notification is made pursuant to the previous paragraph to a
person whose signature is appended to the bill of exchange, the same
notification must be made within the same time limit to his bill guaran-
tor.
3 Where an endorser has omitted to give his address or has written it
illegibly, it is sufficient if his immediately preceding endorser is noti-
fied.
4The notification may be made in any form, including the mere return
of the bill of exchange.
5 Persons under a duty to notify must show that they complied with it
within the prescribed time limit. The time limit is deemed observed
where a letter containing such notification was posted within the time
limit.
6 A person who fails to notify in good time does not forfeit his right of
recourse; he is liable for any losses arising from his failure to notify, but
only up to the bill amount.
Art. 1043
4. Waiver of pro- 1 By appending and signing the comment “No protest” or words to the
test
same effect on the bill of exchange, the drawer and any endorser or bill
guarantor may release the holder from his obligation to arrange protest
for non-acceptance or non-payment in order to exercise his right of re-
course.
2 The comment does not release the holder from the obligation to present
the bill of exchange in good time and to make the requisite notification.
The burden of proving that the time limit was not observed lies with any
party relying on such point against the holder.
413 / 542
3Where the comment was appended by the drawer, it is effective as

against all parties liable on the bill; where it was appended by an en-
dorser or a bill guarantor, it is effective only as against them. If the
holder arranges for protest to be made in spite of the comment appended
by the drawer, he must bear the costs. Where the comment was ap-
pended by an endorser or a bill guarantor, all parties liable on the bill
must bear the costs of any protest made in spite of it.
Art. 1044
5. Joint and sev- 1All parties who have drawn, accepted, endorsed or guaranteed a bill of
eral liability of
the parties exchange are liable as co-obligors towards the holder.
2The holder may resort to any of them individually, severally or all to-
gether without being bound by the order in which they assumed their
obligations.
3The same right accrues to every party who has honoured the bill of
exchange.
4 In asserting his claim against one party liable on a bill, the holder does
not surrender his rights against the others or against the endorsers sub-
sequent to such party.
Art. 1045
6. Nature of re- 1 By way of recourse the holder may claim:
course
a. By the holder 1. the bill amount, provided the bill has not been accepted or hon-
oured, with any agreed interest;
2. interest at a rate of six per cent since the maturity date;
3. the costs of the protest and notifications and any other expenses;
4. a commission of no more than one-third of one per cent.
2 Where recourse is had before maturity, interest is deducted from the
bill amount. Such interest is calculated on the basis of the official (Swiss
National Bank) discount rate obtaining at the domicile of the holder on
the date on which recourse is had.
Art. 1046
b. By the party A party that has honoured the bill of exchange may claim from his pre-
honouring the
bill ceding endorsers:
1. the full amount he paid;
2. the interest on such amount at a rate of six per cent since the
date on which the bill was honoured;
3. his expenses;
4. a commission of no more than 2 thousandths.
414 / 542
Art. 1047
c. Right to take 1 Any party liable on a bill against whom a recourse claim is or may be
possession of
bill, protest and made is entitled to insist that the bill of exchange together with the pro-
receipt test and a receipted invoice be handed over to him against payment of
the recourse amount.
2Any endorser who has honoured the bill may delete his endorsement
and those of the subsequent endorsers.
Art. 1048
d. In respect of Where recourse is had following a partial acceptance, the party paying
partial ac-
ceptance the unaccepted portion of the bill amount may insist that this be noted
on the bill of exchange and a receipt for such portion be issued to him.
Further, the holder must provide him with an authenticated copy of the
bill of exchange and the protest to make further recourse possible.
Art. 1049
e. Re-exchange 1 A party with right of recourse may, where no comment to the contrary
bill
exists, exercise such right by drawing a new bill of exchange (re-ex-
change bill) on one of his preceding endorsers which is payable on sight
at the place of residence of the preceding endorser.
2In addition to the amounts specified in Articles 1045 and 1046, the re-
exchange bill includes the brokerage fee and the stamp duty for the re-
exchange bill.
3 Where the re-exchange bill is drawn by the holder, the bill amount is
dependent on the rate applicable to a sight bill drawn from the bill dom-
icile of the original bill of exchange at the domicile of the preceding
endorser. Where the re-exchange bill is drawn by an endorser, the bill
amount is dependent on the rate applicable to a sight bill drawn from the
domicile of the drawer of the re-exchange bill at the domicile of the
preceding endorser.
Art. 1050
7. Invalidation 1 In the event that the holder fails to comply with the time limits
a. In general
for presentation of a sight bill or an after-sight bill,
for protest for non-acceptance or for non-payment,
for presentation for payment of bills bearing the comment “No protest”,
he forfeits his rights against the endorser, the drawer and all other parties
liable on the bill, with the exception of the acceptor.
2 In the event that the holder fails to comply with the time limit for
presentation for acceptance prescribed by the drawer, he forfeits his
right of recourse for non-acceptance and for non-payment, unless the
wording of the comment shows that the drawer intended to exclude only
liability for acceptance.
415 / 542
3Where the time limit for presentation is indicated in an endorsement,

only the endorser may rely on it.
Art. 1051
b. Force majeure 1Where insuperable obstacles (statutory provisions enacted by a state
or some other instance of force majeure) militate against the timely
presentation of the bill of exchange or timely protest, the time limits for
such actions are extended.
2 The holder is obliged to notify the immediately preceding endorser of
the force majeure event without delay and to note such notification to-
gether with the date and place and his signature on the bill of exchange
or an annex thereto; in other respects, the provisions set out in Article
1042 are applicable.
3Once the force majeure ceases to apply, the holder must present the
bill for acceptance or for payment without delay and, where necessary,
make protest.
4In the event that the force majeure lasts for longer than 30 days after
maturity, recourse may be had without need for presentation or protest.
5 In the case of sight bills or after-sight bills, the thirty-day time limit
commences on the date on which the holder notified the immediately
preceding endorser of the force majeure event; such notification may be
made even before expiry of the time limit for presentation. In the case
of after-sight bills, the thirty-day time limit is extended by the fixed pe-
riod after sight indicated on the bill of exchange.
6Facts pertaining purely to the person of the holder or a person charged
with the task of presenting the bill of exchange or making protest do not
count as force majeure events.
Art. 1052
c. Unjust enrich- 1 To the extent that the drawer of a bill of exchange and the acceptor are
ment
unjustly enriched to the detriment of the holder, they remain obliged to
the holder even where their bill liability has prescribed or extinguished
on account of failure to take the actions required by law to sustain the
entitlement under the bill of exchange.
2 The claim for unjust enrichment also exists against the drawee, the
domiciliate and the person or company for whose account the drawer
issued the bill.
3By contrast, no such claim exists against the endorsers whose bill lia-
bility is extinguished.
416 / 542
VIII. Devolution of Cover
Art. 1053
1Where the drawer of a bill of exchange has been declared insolvent,
any claim he holds under civil law against the drawee for restitution of
cover or reimbursement of amounts paid devolves on the holder of the
bill.
2 Where the drawer declares on the bill of exchange that he assigns his
claims in respect of the cover provided, these devolve on the current
holder of the bill.
3 Once the declaration of insolvency has been published or the assign-
ment has been notified to him, the drawee may make payment only to
the duly established holder against surrender of the bill of exchange.
IX. Act of Honour
Art. 1054
1. General provi- 1 The drawer and any endorser or bill guarantor may indicate a person
sions
to act as acceptor or payer in case of need.
2Subject to the conditions set out below, the bill of exchange may be
accepted or paid for honour by any party liable on it against whom re-
course may be had.
3Any third party, even the drawee, and any party already liable on the
bill, with the exception of the acceptor, may accept or pay a bill of ex-
change for honour.
4 A person accepting or paying a bill for honour is obliged to notify the
liable party for whom he is intervening of his action within two working
days. Should he fail to do so, he is liable for any losses caused by the
omission, albeit only up to the bill amount.
Art. 1055
2. Acceptance 1 Acceptance for honour is permitted in all cases in which the holder has
for honour
a. Requirements,
a right of recourse before maturity, except where presentation of the bill
position of the for acceptance is prohibited.
holder
2 Where the bill of exchange indicates a person to act as acceptor or
payer at the bill domicile in case of need, the holder has a right of re-
course before maturity against the person who appended such emer-
gency address and against subsequent endorsers only if he has presented
the bill to the person indicated under such address and, in the event that
acceptance for honour is refused, has had such refusal noted by means
of protest.
417 / 542
3In all other cases the holder may refuse acceptance for honour. How-
ever, if he admits it, he forfeits his right of recourse before maturity
against the person in whose honour acceptance was declared and against
subsequent endorsers.
Art. 1056
b. Form The acceptance for honour is noted on the bill of exchange; it must be
signed by the acceptor for honour. The declaration of acceptance must
indicate the person for whom the acceptance for honour is made; absent
such indication, it is deemed made for the drawer.
Art. 1057
c. Liability of the 1 A person accepting a bill for honour is liable to the holder and the
acceptor for hon-
our, effect on subsequent endorsers of the person for whom he intervened in the same
right of recourse manner as said person.
2 In spite of the acceptance for honour the party in whose honour the bill
of exchange was accepted and his preceding endorsers may insist that
the holder surrender the bill of exchange and the protest made, if any,
together with a receipted invoice against reimbursement of the amount
specified in Article 1045.
Art. 1058
3. Payment for 1 Payment for honour is permitted in all cases in which the holder has a
honour
a. Requirements
right of recourse at or before maturity.
2The payment for honour must comprise the full amount payable by the
party liable on the bill for whom it is made.
3 It must take place no later than the day after the day on which the time
limit for protest for non-payment expires.
Art. 1059
b. Obligation of 1 Where the bill of exchange is accepted for honour by persons resident
the holder
at the bill domicile or the persons indicated on the bill as being willing
to pay in case of need are resident at the bill domicile, the holder must
present the bill to all such persons no later than the day after the day on
which the time limit for protest for non-payment expires and, where ap-
plicable, must arrange protest for failure to make payment for honour.
2 Any failure to make timely protest releases the person who appended
the emergency address or in whose honour the bill was accepted and the
subsequent endorsers.
418 / 542
Art. 1060
c. Consequence Where the holder refuses payment for honour, he forfeits his right of
of refusal
recourse against those who would have been released.
Art. 1061
d. Right to take 1 A note that the payment for honour has been received must be made
possession of
bill, protest and on the bill of exchange, indicating the party for whom the payment was
receipt made. In the absence of such an indication, the payment is deemed made
for the drawer.
2 The bill of exchange and any protest made are handed over to the payer
for honour.
Art. 1062
e. Devolution of 1 The payer for honour acquires the rights under the bill against the party
the holder’s
rights; multiple for whom he paid and against those liable to said party under the bill.
payments for
honour
However, he is not entitled to endorse it further.
2The subsequent endorsers of the party in whose honour payment was
made are released.
3 Where several payments for honour are offered, preference is given to
those resulting in release of the largest number of parties liable on the
bill. A person paying in honour in contravention of this provision and in
full knowledge of the situation forfeits his right of recourse against those
who would otherwise have been released.
X. Production of Multiple Duplicates and Copies of Bills of

Exchange
Art. 1063
1. Duplicates 1 The bill of exchange may be issued in multiple identical duplicates.
a. Right to make
duplicates 2 Such duplicates must be given serial numbers within the text on the
instrument; otherwise, each duplicate counts as a separate bill of ex-
change.
3Every holder of a bill of exchange may request that multiple duplicates
be supplied to him at his own expense, provided the text of the bill of
exchange does not stipulate that it was made out as a single copy. To do
so, the holder must contact the preceding endorser immediately before
him, who in turn must contact his immediately preceding endorser, and
so on in sequence back to the drawer. The endorsers are obliged to re-
peat their endorsements on the newly issued duplicates.
419 / 542
Art. 1064
b. Relationship 1 Where payment is made on one duplicate of the bill, the rights under
between dupli-
cates all others are extinguished even if they do not bear a comment to the
effect that payment on one renders all the others invalid. However, the
drawee remains liable for any duplicate accepted that has not been re-
turned to him.
2 Where an endorser has transferred the duplicates to a number of dif-
ferent persons, he and his subsequent endorsers are liable for duplicates
bearing their signature which have not been surrendered.
Art. 1065
c. Acceptance 1Where one duplicate has been sent for acceptance, a note must be made
comment
on the others of the name of the person now in possession of the des-
patched duplicate. The latter is obliged to surrender it to the rightful
holder of any other duplicate.
2 Where he refuses to surrender it, the holder has a right of recourse only
after arranging for protest to be made, thereby confirming:
1. that the duplicate sent for acceptance was not surrendered to him
on request;
2. that neither acceptance nor payment was obtained on a different
duplicate.
Art. 1066
2. Copies 1 Every holder of a bill of exchange is entitled to make copies of it.
a. Form and ef-
fect 2The copy must be an exact reproduction of the original instrument with
endorsements and all other notes and comments appended thereto. It
must bear an indication of how far the copy extends.
3 The copy may be endorsed and have a declaration of guarantee added
to it in the same manner and with the same effects as the original bill.
Art. 1067
b. Surrender of 1The custodian of the original bill must be indicated on the copy. The
the original bill
custodian is obliged to surrender the original bill to the rightful holder
of the copy.
2 Where he refuses to surrender it, the holder has right of recourse
against the endorsers of the copy and against persons who have ap-
pended a declaration of guarantee to it only after arranging for protest
to be made, thereby confirming that the original bill was not surrendered
to him on request.
3Where the original bill bears the comment “henceforward endorse-
ments valid only if made on copy” or a comment to that effect appended
420 / 542
to the last endorsement before the copy was made, any subsequent en-
dorsement added to the original bill is void.
XI. Amendments to the Bill of Exchange
Art. 1068
Where the text of a bill of exchange is amended, those persons who ap-
pend their signature to the bill after such amendment are liable in ac-
cordance with the amended text. Those who signed earlier are liable in
accordance with the original text.
XII. Prescription
Art. 1069
1. Prescriptive 1 The claims against the acceptor under the bill of exchange prescribe
periods
three years after the maturity date.
2 The claims of the holder against the endorser and against the drawer
prescribe one year after the date on which timely protest was made or,
where the bill bears the comment “No protest”, one year after the ma-
turity date.
3The claims of one endorser against other endorsers and against the
drawer prescribe six months after the date on which the bill of exchange
was honoured by the endorser or the claim based on the bill was asserted
against him.
Art. 1070
2. Interruption The prescriptive period is interrupted by commencement of action on
a. Grounds
the bill, submission of an application for debt enforcement proceedings,
service of a third-party notice or petition in insolvency.
Art. 1071
b. Effects 1The interruption of the prescriptive period is effective only against the
party in regard to whom the fact causing the interruption occurred.
2 On interruption of the prescriptive period, a new prescriptive period of
the same duration commences.
421 / 542
XIII. Cancellation
Art. 1072
1. Provisional 1A person who has lost a bill of exchange may request the court to pro-
measures
hibit the drawee from paying the bill.820
2 In serving the attachment order, the court authorises the drawee to de-
posit the bill amount on the maturity date and designates the place where
it is to be deposited.
Art. 1073
2. Known holder 1 Where the holder of the bill of exchange is known, the court sets the
applicant an appropriate time limit within which to bring action for sur-
render thereof.
2Where the applicant fails to bring such action within the time limit, the
court lifts the attachment order imposed on the drawee.
Art. 1074
3. Unknown 1Where the holder of the bill of exchange is known, the court may be
holder
a. Duties of the
asked to cancel it.
applicant 2 The party applying for cancellation must satisfy the court that he pos-
sessed and lost the bill of exchange and produce either a copy of the bill
or information on its essential terms.
Art. 1075
b. Public call for Where the court is satisfied that the applicant was in possession of the
presentation
bill of exchange but has since lost it, it issues a public notice calling on
the unknown holder to come forward and present the bill within a spec-
ified time limit, failing which it will declare the bill cancelled.
Art. 1076
c. Time limits 1The time limit for presentation must be at least three months and no
more than one year.
2However, the court is not bound by the minimum duration of three
months if, in the case of overdue bills, the statutory prescriptive period
would expire before three months have elapsed.
3The time limit for overdue bills commences on the date of the first
public notice, and the time limit for bills that are not overdue com-
mences on the maturity date.
820 Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since
1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).
422 / 542
Art. 1077
d. Publication 1 The call for presentation of the bill of exchange must be published in
the Swiss Official Gazette of Commerce.821
2 In special cases the court may adopt other appropriate means for pub-
licising the call for presentation.
Art. 1078
4. Effect 1Where the lost bill of exchange is presented, the court sets the appli-
a. If the bill is cant a time limit within which to bring action for surrender of the bill.
presented
2Where the applicant fails to bring action within such time limit, the
court returns the bill of exchange and lifts the attachment order.
Art. 1079
b. If the bill is 1 Where the lost bill of exchange is not presented within the fixed time
not presented
limit, the court must pronounce its cancellation.
2Following cancellation of the bill of exchange, the applicant may still
assert his claim on the bill against the acceptor.
Art. 1080
5. Court orders 1Even before the cancellation, the court may order the acceptor to de-
posit the bill amount or even to pay it against security.
2 Such security is liable to the bona fide acquirer of the bill of exchange.
It is released if the bill of exchange is cancelled or the claims on the bill
are otherwise extinguished.
XIV. General Provisions
Art. 1081
1. Setting time 1 Where the maturity date of a bill of exchange falls on a Sunday or a
limits
a. Holidays
public holiday, payment may not be demanded until the following work-
ing day. Likewise, all other actions relating to the bill of exchange, and
in particular presentation for acceptance and protest, may take place
only on a working day.
2 Where the last day of a time limit within which such an action must be
taken falls on a Sunday or a public holiday822, the time limit is extended
(AS 2020 4005; 2022 109; BBl 2017 399).
days; SR 173.110.3).
423 / 542
to include the next working day. Holidays falling within the time limit
are included when computing it.
Art. 1082
b. Computing When computing statutory time limits or time limits indicated on the
time limits
bill of exchange, the day on which they commence is not included.
Art. 1083
c. Exclusion of Days of respite, whether statutory or by court order, are not recognised.
days of respite
Art. 1084
2. Place for ac- 1The correct place at which to present bills of exchange for acceptance
tions in connec-
tion with bills of or payment, to make protest, to submit a request for issue of a duplicate
exchange bill and to take all other bill-related actions in respect of a specific per-
son is that person’s business premises or, where none exist, his private
address.
2Such business premises or address must be ascertained with all due
diligence.
3 However, if inquiries to the police or post office of the relevant locality
are unsuccessful, no further investigation is required.
Art. 1085
3. Signature by 1 Declarations in respect of bills of exchange must be signed by hand.
hand; blind per-
son’s signature 2 The signature by hand may not be replaced by a mechanical reproduc-
tion thereof, by a mark, even if authenticated, or by any other form of
authentication by notary.
3 The signature of a blind person must be authenticated.
XV. Applicable Jurisdiction
Art. 1086
1. Capacity to in- 1 A person's capacity to incur liability as a party to a bill is determined
cur liability as a
party to a bill according to the law of the country of which he is a citizen. Where such
law provides that the law of a different country is definitive, the latter is
applicable.
2 A person who, under the law stipulated in the previous paragraph,
lacks capacity to incur liability as a party to a bill is nonetheless obliged
if he appends his signature in the territory of a country under whose law
he would have such capacity.
424 / 542
Art. 1087
2. Form and time 1 The form of a declaration on a bill of exchange is determined accord-
limits of declara-
tion on bills of ing to the law of the country in whose territory the declaration was
exchange signed.
a. In general
2 However, where a declaration on a bill of exchange that is invalid un-
der the previous paragraph would be valid under the law of the country
in whose territory a subsequent declaration is signed, the validity of the
later declaration is not affected by any formal defects of the earlier dec-
laration.
3 Similarly, a declaration on a bill of exchange given by one Swiss na-
tional abroad is valid in relation to another Swiss national in Switzerland
provided it satisfies the formal requirements laid down by Swiss law.
Art. 1088
b. Actions to ex- The formal requirements and time limits for protest and the formal re-
ercise and safe-
guard rights un- quirements for other actions to exercise or safeguard rights under bills
der bills of
exchange
of exchange are determined according to the law of the country in whose
territory the protest is to be made or the action to be taken.
Art. 1089
c. Exercise of The time limits for exercising rights of recourse are determined for all
right of recourse
interested parties by the law of the place in which the bill of exchange
was drawn.
Art. 1090
3. Effect of dec- 1The effects of declarations of commitment made by the acceptor of a
larations on bills
of exchange bill of exchange and by the maker of a promissory note are determined
a. In general according to the law of the bill domicile or place of payment.
2The effects of other declarations on bills of exchange are determined
according to the law of the country in whose territory the declarations
were signed.
Art. 1091
b. Partial ac- The law of the bill domicile determines whether the acceptance of a bill
ceptance and
part payment of exchange may be limited to part of the bill amount and whether the
holder is or is not obliged to accept a part payment.
Art. 1092
c. Payment The payment of a bill of exchange at maturity, in particular the compu-
tation of the maturity date and the payment date, and the payment of
bills denominated in a foreign currency are determined according to the
law of the country in whose territory the bill is domiciled.
425 / 542
Art. 1093
d. Claims for un- Claims for unjust enrichment against the drawee, the domiciliate and the
just enrichment
person or firm for whose account the drawer drew the bill are deter-
mined according to the law of the country in whose territory these per-
sons are resident.
Art. 1094
e. Devolution of The law of the place of issue determines whether the holder of a bill of
cover
exchange acquires the underlying claim.
Art. 1095
f. Annulment The law of the bill domicile determines the measures to be taken in the
event of the loss or theft of a bill of exchange.
C. The Promissory Note
Art. 1096
1. Requirements A promissory note contains:
1. the designation ‘promissory note’ in the text of the instrument
and in the language in which it is issued;
2. the unconditional promise to pay a certain sum of money;
3. the due date;
4. the place of payment;
5. the name of the person to whom or to whose order payment is
to be made;
7. the date on which and place at which the note is made;
8. the maker’s signature.
Art. 1097
tent lacking
Article is not deemed a promissory note, except in the cases described
in the following paragraphs.
2 A promissory note containing no indication of the due date is deemed
a sight bill.
3 Where no other specific place is mentioned, the place at which the note
is made is deemed both the place of payment and the domicile of the
maker.
426 / 542
4 A promissory note without any indication of the place in which it was

made is deemed made at the place indicated together with the name of
the maker.
Art. 1098
3. Reference to 1 The provisions governing the following aspects of bills of exchange
bill of exchange
also apply to promissory notes, unless they run counter to the essential
nature of the latter:
endorsement (Art. 1001–1010);
maturity (Art. 1023–1027);
payment (Art. 1028–1032);
recourse for non-payment (Art. 1033–1047, 1049–1051);
payment for honour (Art. 1054, 1058–1062);
copies (Art. 1066 and 1067);
amendments (Art. 1068);
prescription (Art. 1069–1071);
annulment (Art. 1072–1080);
public holidays, computation of time limits, exclusion of days of respite,
place for actions in connection with bills of exchange, and signatures
(Art. 1081–1085).
2Further, promissory notes are subject to the provisions governing bills
of exchange in relation to bills domiciled with a third party or at a place
other than the drawee’s domicile (Art. 994 and 1017), the interest rate
comment (Art. 995), discrepancies in the specification of the amount
(Art. 996), the consequences of invalid signatures (Art. 997) or of sig-
natures by persons lacking power of representation or exceeding such
power (Art. 998), and blank bills (Art. 1000).
3 Likewise, promissory notes are subject to the provisions governing
bills of exchange in relation to bill guarantees (Art. 1020–1022); in the
case of Article 1021 paragraph 4, where the declaration does not indi-
cate the party for whom it is made, the bill guarantee is deemed given
for the maker of the promissory note.
Art. 1099
4. Liability of 1The maker of a promissory note is liable in the same manner as the
the maker;
presentation for acceptor of a bill of exchange.
sight
2 Promissory notes made out for a specified time after sight must be pre-
sented for sight to the maker within the time limits stipulated in Article
1013. Such sight must be confirmed by the maker on the promissory
note together with the date and the maker’s signature. The fixed period
after sight commences on the date on which the sight comment is ap-
pended. Where the maker refuses to confirm sight and the date, this fact
must be established by means of protest (Art. 1015); in this case, the
fixed period after sight commences on the date on which protest is made.
427 / 542
Section Five: The Cheque

I. Issue and Formal Requirements of Cheques
Art. 1100
1. Requirements A cheque contains:
1. the designation ‘cheque’ in the text of the instrument and in the
language in which it is issued;
2. the unconditional instruction to pay a certain sum of money;
3. the name of the person who is to pay (drawee);
4. the place of payment;
5. the date and the place of issue;
8. the drawer’s signature.
Art. 1101
tent lacking
Article is not deemed a cheque, except in the cases described in the fol-
lowing paragraphs.
2Where no other specific place is mentioned, the place indicated to-
gether with the name of the drawee is deemed the place of payment.
Where several places are indicated together with the name of the
drawee, the cheque is payable at the place mentioned first.
3 A cheque containing no indication of place of issue is deemed payable
at the place where the drawee has its principal place of business.
4A cheque containing no indication of the place of issue is deemed is-
sued at the place indicated together with the name of the issuer.
Art. 1102
3. Capacity to 1On cheques payable in Switzerland, only a banker may be designated
act as drawee
as the drawee.
2A cheque drawn on another person is deemed to be merely an instru-
ment ordering payment.
Art. 1103
4. Cover require- 1A cheque may be issued only where the drawer holds assets with the
ment
drawee and has the right to dispose of such assets by means of cheques
pursuant to an explicit or tacit agreement. However, the instrument’s
validity as a cheque is not affected by any failure to comply with these
provisions.
428 / 542
2Where the drawer has assets with the drawee covering only a portion
of the cheque amount, the drawee is obliged to pay such portion.
3 A person issuing a cheque without being authorised by the drawee to
dispose of the instructed amount must reimburse the bearer for any dam-
age so caused and, in addition, five per cent of the uncovered portion of
the instructed amount.
Art. 1104
5. Exclusion of The cheque may not be accepted. An acceptance comment appended to
acceptance
the cheque is deemed unwritten.
Art. 1105
6. Designation of 1 The cheque may be made payable to:
payee
a specific person, with or without the explicit comment “to order”;
a specific person, with the comment “not to order” or a comment to that
effect;
the bearer.
2Where the cheque designates a specific person as payee with the added
comment “or presenter” or a comment to that effect, the cheque is
deemed made out to the bearer.
3 A cheque with no payee indicated is deemed payable to the bearer.
Art. 1106
7. Interest com- An interest comment appended to the cheque is deemed unwritten.
ment
Art. 1107
8. Paying agents, The cheque may be made payable by a third party, at the drawee’s dom-
domiciled
cheques icile or at another place, providing the third party is a banker.
II. Transfer
Art. 1108
1. Transferability 1 A cheque made payable to a specific person with or without the ex-
plicit comment “to order” may be transferred by endorsement.
2 A cheque made payable to a specific person with or without the ex-
plicit comment “not to order” or with a comment to that effect may be
transferred only subject to the formal requirements and with the effects
of a normal assignment.
3The endorsement may also be made out to the drawer or to any other
party liable for it. Such persons may endorse the cheque further.
429 / 542
Art. 1109
2. Requirements 1The endorsement must be unconditional. Conditions attached to the
endorsement are deemed unwritten.
2 A partial endorsement is void.
3 Likewise, an endorsement by the drawee is void.
4 An endorsement to the bearer is deemed a blank endorsement.
5An endorsement to the drawee is deemed merely a receipt, unless the
drawee has several branch offices and the endorsement is made out to a
different office from that on which the cheque is drawn.
Art. 1110
3. Proof of A person possessing a cheque transferred by endorsement is deemed the
bearer’s entitle-
ment holder in due course providing he can demonstrate his entitlement by
means of an uninterrupted sequence of endorsements, even where the
last is a blank endorsement. Deleted endorsements are deemed unwrit-
ten. Where a blank endorsement is followed by a further endorsement,
it is presumed that the person who issued this endorsement acquired the
bill by means of the blank endorsement.
Art. 1111
4. Bearer cheque An endorsement on a bearer cheque renders the endorser liable in ac-
cordance with the provisions governing recourse, albeit without trans-
forming the instrument into a cheque to order.
Art. 1112
5. Lost cheques Where the cheque was somehow lost by a former bearer, a new bearer
who has gained possession of the cheque, whether it is a bearer cheque
or a cheque transferable by endorsement and the bearer can demonstrate
his entitlement in accordance with Article 1110, is obliged to surrender
it only if he acquired it in bad faith or was guilty of gross negligence
when he acquired it.
Art. 1113
6. Rights stem- 1 Where the cheque was endorsed only after protest has been made or
ming from sub-
sequent endorse- equivalent action taken or after expiry of the time limit for presentation,
ment the endorsement only has the effects of a normal assignment.
2Until the opposite is proven, it is presumed that an undated endorse-
ment was made on the cheque before protest was made or equivalent
action taken or before the time limit for presentation expired.
430 / 542
III. Cheque Guarantees
Art. 1114
1Payment of the cheque amount may be secured in part or in full by
means of a cheque guarantee.
2 Such security may be provided by a third party, with exception of the
drawee, or even by a person whose signature has already been appended
to the cheque.
IV. Presentation and Payment
Art. 1115
1. Maturity 1The cheque is payable on sight. Any contrary indication is deemed
unwritten.
2 A cheque presented for payment prior to the issue date indicated on
the cheque is payable on the date on which it is presented.
Art. 1116
2. Presentation 1 A cheque payable in the country in which it was issued must be pre-
for payment
sented for payment within eight days.
2 A cheque payable in a country other than the country in which it was
issued must be presented within 20 days where the place of issue and
place of payment are in the same continent and within 70 days where
they are on different continents.
3 For this purpose, a cheque issued in a European country and payable
in a country on the Mediterranean Sea, or vice versa, counts as a cheque
issued and payable in the same continent.
4 The time limits stipulated above commence on the date indicated on
the cheque as the issue date.
Art. 1117
3. Computation Where a cheque is payable at a place where the calendar is different
by the old
method from that of the place of issue, the issue date is determined according to
the calendar of the place of payment.
431 / 542
Art. 1118
4. Delivery to Delivery of the cheque to a clearing house recognised by the Swiss Na-
clearing house
tional Bank is equivalent to presentation for payment.823
Art. 1119
5. Revocation 1 A revocation of the cheque takes effect only after expiry of the time
a. In general limit for presentation.
2 Where the cheque is not revoked, the drawee may make payment even
after expiry of the time limit for presentation.
3Where the drawer contends that he or a third party lost the cheque, he
may forbid the drawee to cash it.
Art. 1120
b. Death, inca- The validity of the cheque is unaffected even where the drawer dies,
pacity, bank-
ruptcy loses his capacity to act or becomes bankrupt after the cheque was is-
sued.
Art. 1121
6. Verification of A drawee honouring a cheque transferred by endorsement is obliged to
endorsements
check that the sequence of endorsements is correct but is not required to
verify the signatures of the endorsers.
Art. 1122
7. Payment in 1 Where the cheque is denominated in a currency other than that of the
foreign currency
place of payment, the cheque amount may be paid in the national cur-
rency at its value as at the date of presentation. Where payment is not
made on presentation, the bearer is free to choose whether the cheque
amount is converted into the national currency at the rate applicable on
the date of presentation or the rate applicable on the payment date.
2 The value of the foreign currency is determined according to custom-
ary commercial practice at the place of payment. However, the drawer
may stipulate an exchange rate for the bill amount on the bill of ex-
change.
3 The provisions of the two previous paragraphs are not applicable if the
drawer has stipulated payment in a specified currency (actual currency
clause).
4Where the cheque is denominated in a currency which has the same
name but a different value in the country in which the cheque was issued
823 Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since
1 May 2004 (AS 2004 1985; BBl 2002 6097).
432 / 542
and that in which it is payable, the presumption is that the currency

meant is that of the place of payment.
V. The Crossed Cheque and the Account-Payee-Only

Cheque
Art. 1123
1. Crossed 1The drawer and any bearer may cross the cheque with the effects en-
cheques
a. Definition
visaged in Article 1124.
2 A cheque is crossed by drawing two parallel lines on its obverse. Such
crossing may be general or specific.
3 The crossing is general if no indication or the comment “banker” or a
comment to that effect is inserted between the two lines; it is specific if
the name of a banker is inserted between the two lines.
4A general crossing may be converted into a specific crossing, but not
vice versa.
5 Any deletion of the crossing or of the name of the designated banker
is deemed not done.
Art. 1124
b. Effects 1A generally crossed cheque may be paid by the drawee only to a
banker or a client of the drawee.
2A specifically crossed cheque may be paid by the drawee only to the
designated banker or, where the latter is himself the drawee, to his cli-
ents. However, the designated banker may entrust collection of the
cheque to another banker.
3 A banker may acquire a crossed cheque only from one of his clients or
from another banker. Further, he may collect such cheque only for the
account of the aforementioned persons.
4 Where a cheque has been specifically crossed more than once, the
drawee may honour the cheque only where it has been crossed not more
than twice and one of the crossings was done for the purpose of collec-
tion by means of delivery to a clearing house.
5 A drawee or banker acting in contravention of the above provisions is
liable for any losses caused thereby, albeit only up to the cheque
amount.
Art. 1125
2. Account- 1The drawer and any bearer of a cheque may prohibit payment of the
payee-only
cheques cheque in cash by appending the comment “account payee only” or a
a. In general comment to that effect diagonally across the obverse of the cheque.
433 / 542
2 In this case the drawee may honour the cheque only by crediting the
amount to an account (credit, transfer, debit settlement). The account
credit is deemed payment.
3Any deletion of the comment “account payee only” is deemed not to
have been done.
4A drawee acting in contravention of the above provisions is liable for
any losses caused thereby, albeit only up to the cheque amount.
Art. 1126
b. Bearer’s rights 1 However, where the drawee has been declared insolvent or has sus-
in the event of
insolvency, suspended its payments or debt enforcement proceedings have been
pension of pay-
ments, compul-
brought against it without success, the bearer of an account-payee-only
sory execution cheque has the right to demand cash payment of the cheque by the
drawee and has a right of recourse.
2 The same applies in the event that the bearer cannot obtain the account
credit from the drawee as a result of measures taken pursuant to the Fed-
eral Act of 8 November 1934 on Banks and Savings Banks824.
Art. 1127
c. Bearer’s rights Further, the bearer of an account-payee-only cheque has a right of re-
in the event of
refusal of ac- course where he can show that the drawee has refused to make the ac-
count credit or
settlement
count credit unconditionally or that the cheque has been declared unfit
for settlement of the bearer’s obligations by the clearing house of the
place of payment.
VI. Recourse for Non-Payment
Art. 1128
1. Bearer’s rights The bearer may have recourse against the endorser, the drawer and the
of recourse
other parties liable for the cheque if it is not honoured on timely presen-
tation and such refusal of payment has been established:
1. by public deed (protest), or
2. by means of a written and dated declaration made by the drawee
on the cheque, including the date of presentation, or
3. by means of a written and dated declaration made by a clearing
house to the effect that the cheque was delivered in good time
and not paid.
824 SR 952.0
434 / 542
Art. 1129
2. Protest, time 1 The protest or equivalent declaration must be made before the time
limits
limit for presentation expires.
2Where the cheque is presented on the last day of the time limit, the
protest or equivalent declaration may still be made on the following
working day.
Art. 1130
3. Object of re- By way of recourse, the bearer may claim:
course
1. the cheque amount, provided the cheque has not been honoured;
2. interest at a rate of six per cent since the date of presentation;
3. the costs of the protest or equivalent declaration and of notifica-
tions, plus other expenses;
4. a commission of not more than one-third of one per cent.
Art. 1131
4. Exceptions in 1 Where insuperable obstacles (statutory provisions enacted by a state
the case of force
majeure or some other instance of force majeure) militate against the timely
presentation of the cheque or timely protest or equivalent declaration,
the time limits for such actions are extended.
2 The bearer is obliged to notify the immediately preceding endorser of
the force majeure event without delay and to note such notification to-
gether with the date and place and his signature on the cheque or an
annex thereto; in other respects, the provisions set out in Article 1042
are applicable.
3 Once the force majeure ceases to apply, the holder must present the
cheque for acceptance or for payment without delay and, where neces-
sary, make protest or similar declaration.
4 In the event that the force majeure lasts for longer than 15 days after
the date on which the bearer himself notified the preceding endorser of
the force majeure event prior to expiry of the time limit for presentation,
recourse may be had without need for presentation or protest or similar
declaration.
5 Facts pertaining purely to the person of the bearer or a person charged
with the task of presenting the cheque or making protest or arranging
for an equivalent declaration do not count as force majeure events.
435 / 542
VII. Forged Cheques
Art. 1132
The losses arising from payment of a forged or falsified cheque are
borne by the drawee, provided that the drawer named on the cheque is
not at fault, such as through negligence in the safekeeping of blank
cheque forms entrusted to him.
VIII. Duplicates of a Cheque
Art. 1133
Cheques may be issued in several identical duplicates if they are not
made out to the bearer and are payable in a country other than the coun-
try of issue or in an overseas territory belonging to the country of issue,
or vice versa, or are both issued and payable in an overseas territory, or
are issued in one overseas territory and payable in a different overseas
territory belonging to the same country. Such duplicates must be given
serial numbers within the text on the instrument; otherwise, each dupli-
cate counts as a separate cheque.
IX. Prescription
Art. 1134
1 The bearer’s rights of recourse against the endorser, the drawer and
the other parties liable prescribe six months after the time limit for
presentation expires.
2The rights of recourse of one liable party against another prescribe six
months after the date on which the cheque was honoured by such party
or the claim based on the cheque was asserted against him.
X. General Provisions
Art. 1135
1. Definition of For the purposes of this Section, the term ‘banker’ is understood to mean
‘banker’
any institution subject to the Federal Act of 8 November 1934825 on
Banks and Savings Banks.
825 SR 952.0
436 / 542
Art. 1136
2. Setting time 1The presentation and protest of a cheque must take place on a working
limits
a. Holidays
day.
2 Where the last day of a time limit within which an action in connection
with the cheque must be taken, in particular presentation, protest or an
equivalent declaration, falls on a Sunday or a public holiday826, the time
limit is extended to include the next working day.
Holidays falling within the time limit are included when computing it.
Art. 1137
b. Computing When computing the time limits envisaged in this law, the day on which
time limits
they commence is not included.
XI. Applicable Jurisdiction
Art. 1138
1. Capacity to 1 A person's capacity to act as drawee of a cheque is determined accord-
act as drawee of
a cheque ing to the law of the country in which it is payable.
2 Where under such law the cheque is void for reasons pertaining to the
person of the drawee, obligations are nonetheless binding if they arise
from signatures appended to the cheque in countries where the law does
not envisage nullity for such reasons.
Art. 1139
2. Form and time 1 The form of a declaration on a cheque is determined according to the
limits for decla-
rations on law of the country in whose territory such declaration was signed. How-
cheques ever, compliance with the formal requirements laid down by the law of
the place of payment is sufficient.
2 Where a declaration on a cheque that is invalid pursuant to the previ-
ous paragraph would be valid under the law of the country in whose
territory a subsequent declaration is signed, the validity of the later
cheque declaration is not affected by any formal defects of the earlier
declaration.
3 Similarly, a declaration on a cheque made by one Swiss national
abroad is valid as against another Swiss national in Switzerland provid-
ing it satisfies the formal requirements laid down by Swiss law.
days; SR 173.110.3).
437 / 542
Art. 1040
3. Effect of 1The effects of cheque declarations are determined pursuant to the law
cheque declara-
tions of the country in whose territory such declarations were signed.
a. Law of the
place of issue
Art. 1141
b. Law of the The law of the country in whose territory the cheque is payable deter-
place of payment
mines:
1. whether the cheque is necessarily payable on sight or whether it
may be drawn for a specified time after sight and what the ef-
fects are if a date later than the real issue date is indicated on the
cheque;
2. the time limit for presentation;
3. whether a cheque may be accepted, certificated, confirmed or
given a mark of approval and what the effects of such comments
are;
4. whether the bearer may request part payment and whether he
must accept part payment;
5. whether a cheque may be crossed or have the comment “account
payee only” or an equivalent comment appended to it and what
the effects of such crossing or comment are;
6. whether the bearer has specific rights to the cover and what the
nature of such rights is;
7. whether the drawer may revoke the cheque or protest against
payment of the cheque;
8. the measures to be taken in the event of the loss or theft of the
cheque;
9. whether a protest or equivalent declaration is required to pre-
serve the right of recourse against the endorser, the drawer and
the other parties liable for the cheque.
Art. 1142
c. Law of domi- A claim for unjust enrichment against the drawee or the domiciliate is
cile
determined according to the law of the country in whose territory these
persons are resident.
438 / 542
XII. Applicability of the Law on Bills of Exchange
Art. 1143
1The following provisions of the law on bills of exchange are also ap-
plicable to cheques:
1. Article 990 on the capacity to incur liability as party to a bill;
2. Article 993 on bills of exchange made out to own order, drawn
on the drawer and for the account of a third party;
3. Articles 996–1000 on discrepancies in the specification of the
bill amount, signatures of persons lacking capacity to incur lia-
bility as parties to bills, unauthorised signatures, liability of the
drawer and blank bills;
4. Articles 1003–1005 on endorsements;
5. Article 1007 on defences;
6. Article 1008 on the rights under procuration endorsement;
7. Articles 1021 and 1022 on form and effects of bill guarantees;
8. Article 1029 on the right to receipts and part payments;
9. Articles 1035–1037 and 1039–1041 on protest;
10. Article 1042 on notification;
11. Article 1043 on the waiver of protest;
12. Articles 1044 on the joint and several liability of the parties;
13. Articles 1046 and 1047 on the right of recourse on payment of
the bill of exchange and the right to take possession of bills of
exchange, protest and receipts;
14. Article 1052 on claims for unjust enrichment;
15. Article 1053 on devolution of cover;
16. Article 1064 on the relationship between duplicates;
17. Article 1068 on amendments;
18. Articles 1070 and 1071 on interruption of prescriptive periods;
19. Articles 1072–1078 and 1079 paragraph 1 on cancellation;
20. Articles 1083–1085 on exclusion of days of respite, the place
for actions in connection with bills of exchange and signatures
by hand;
21. Articles 1086, 1088 and 1089 on applicable jurisdiction with re-
gard to capacity to incur liability as a party to bills, actions to
exercise and safeguard rights under bills of exchange and exer-
cise of the right of recourse.
439 / 542
2None of the provisions relating to acceptance of bills of exchange laid

down in these Articles is applicable.
3 With regard to their applicability to cheques, Article 1042 paragraph
1, Article 1043 paragraph 1 and 3 and Article 1047 are supplemented in
the sense that a declaration equivalent to protest as defined in Article
1128 letters 2 and 3 may substitute for protest itself.
XIII. Reservation of Specific Law
Art. 1144
The special provisions governing Swiss post office cheques are re-
served.
Section Six:
Bill-like Securities and Other Instruments to Order
Art. 1145
A. In general A negotiable security is deemed an instrument to order if it is made out
I. Requirements
to order or declared by law to be an instrument to order.
Art. 1146
II. Defences of 1 Against a claim deriving from an instrument to order, the obligor may
the obligor
plead only such defences as contest the validity of the instrument or
arise from the instrument itself and those available to him personally
against the respective obligee.
2Defences based on the direct relations between the obligor and a for-
mer bearer are admissible where the bearer intentionally acted to the
detriment of the obligor when acquiring the security.
Art. 1147
B. Bill-like secu- Where a payment instruction is not designated as a bill of exchange in
rities
I. Payment in-
the text appearing on the instrument itself but is expressly made out to
structions to or- order and satisfies all the other requirements of a bill of exchange, it
der
counts as a bill of exchange.
1. In general
Art. 1148
2. No duty to ac- 1 The payment instruction to order must not be presented for acceptance.
cept
2If it is nevertheless presented but acceptance is refused, the bearer does
not have right of recourse on these grounds.
440 / 542
Art. 1149
3. Consequences 1Where the payment instruction to order is accepted voluntarily, the ac-
of acceptance
ceptor of the payment instruction counts as the acceptor of a bill of ex-
change.
2 However, the bearer may not have recourse before maturity if the in-
structed party has been declared insolvent or has suspended his pay-
ments or compulsory execution has been levied on his assets without
success.
3 Similarly, the bearer may not have recourse before maturity if the in-
structing party has been declared insolvent.
Art. 1150
4. No enforce- The provisions of the Debt Collection and Bankruptcy Act of 11 April
ment of bills of
exchange 1889827 governing the enforcement of bills of exchange do not apply to
payment instructions to order.
Art. 1151
II. Promise to 1 Where a promise to pay is not designated as a promissory note in the
pay to order
text appearing on the instrument itself but is expressly made out to order
and satisfies all the other requirements of a promissory note, it counts
as a promissory note.
2 However, the provisions governing payment for honour do not apply
to promises to pay to order.
3The provisions of the Debt Collection and Bankruptcy Act of 11 April
1889828 governing the enforcement of bills of exchange do not apply to
promises to pay to order.
Art. 1152
C. Other endors- 1 Instruments whereby the signatory undertakes to pay certain sums of
able securities
money or deliver certain quantities of fungibles with reference to place,
time and total amount may, if they are expressly made out to order, be
transferred by endorsement.
2These and other endorsable instruments, such as warehouse warrants,
bills of lading, etc., are subject to the provisions of the law on bills of
exchange governing the form of the endorsement, proof of the bearer’s
entitlement, annulment and the bearer’s duty to surrender the instru-
ment.
3However, the provisions governing rights of recourse on bills of ex-
change do not apply to such instruments.
827 SR 281.1
828 SR 281.1
441 / 542
Section Seven: Documents of Title to Goods
Art. 1153
A. Requirements Documents of title to goods issued by a warehouse keeper or carrier as
. In general829 negotiable securities must bear:
1. the place and date of issue and the signature of the issuer;
2. the name and address of the issuer;
3. the name and address of the depositor or sender of the goods;
4. an inventory of the stored or despatched goods by description,
volume and identification marks;
5. the fees and remuneration payable or paid in advance;
6. any special agreements between the parties concerning the han-
dling of the goods;
7. the number of duplicates of the document of title to goods;
8. the persons with power of disposal, with indication of names or
to order or as bearer.
Art. 1153a830
II. Equivalent in- 1The parties may issue documents of title to goods in the form of ledger-
struments in se-
curity ledgers based securities. Articles 1154 and 1155 apply mutatis mutandis.
2 The issuer's signature is not required if the instrument can be unam-
biguously attributed to him or her in another manner. The further con-
tent of the instrument, including any charges, must be recorded in the
securities ledger itself or in the associated accompanying data.
Art. 1154
B. The warrant 1 Where one of two or more documents of title to goods is to serve the
purpose of establishing a lien, it must be designated as a warrant and in
all other respects take the form of a document of title to goods.
2The issue of the warrant must be noted on the other duplicates along
with every pledge made, including the claim amount and due date.
(AS 2021 33; BBl 2020 233).
(AS 2021 33; BBl 2020 233).
442 / 542
Art. 1155
C. Significance 1Bills and certificates issued in respect of stored goods or freight that
of the formal re-
quirements do not satisfy the formal requirements of documents of title to goods are
not recognised as negotiable securities, but are deemed to be merely re-
ceipts or other documents in proof.
2 Bills and certificates issued by warehouse keepers without the legally
required approval from the competent authority are recognised as nego-
tiable securities provided they satisfy the statutory formal requirements.
The issuer is liable to an administrative fine of up to 1,000 francs to be
imposed by the competent cantonal authority.
Title Thirty-Four: Bonds

Section One: ...
Art. 1156831
Section Two:832 Community of Bond Creditors
Art. 1157
A. Requirements 1 Where bonds with uniform conditions are offered directly or indirectly
for public subscription by a borrower whose domicile or commercial
office is in Switzerland, by operation of law the creditors form a com-
munity of creditors.
2 Where several different issues are offered, the creditors of each issue
form a separate community of creditors.
3 The provisions of this Chapter do not apply to bonds issued by the
Confederation, cantons, municipalities and other public sector corpora-
tions and entities.
Art. 1158
B. Bond repre- 1Representatives appointed under the bond issue conditions are, unless
sentative
I. Appointment
otherwise provided, deemed to be representatives of both the commu-
nity of creditors and the borrower.
2The creditors’ meeting may elect one or more representatives for the
community of creditors.
831 Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from
1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
832 Amended by No I of the FA of 1. April 1949, in force since 1 Jan. 1950 (AS 1949 I 791
801; BBl 1947 III 869). See also the Final Provisions of the second Sec. of Title XXXIV,
at the end of this Code.
443 / 542
3Unless otherwise provided, multiple representatives exercise their

powers of representation jointly.
Art. 1159
II. Powers 1 The representative has such powers as are conferred on him by law,
1. In general
the bond issue conditions or the creditors’ meeting.
2 His duties are to request that the borrower convene a creditors’ meet-
ing where the conditions for such convocation obtain, to implement its
resolutions and to represent the community of creditors within the
bounds of the powers conferred on him.
3 To the extent that the representative is authorised to assert the credi-
tors’ rights, the individual creditors are not entitled to exercise their
rights independently.
Art. 1160
2. Monitoring of 1 Where the borrower is in arrears in the fulfilment of his obligations
the borrower
under the bond issue, the representative of the community of creditors
is entitled to obtain from the borrower all information of interest to the
community of creditors.
2 On the same conditions, where the borrower is a company limited by
shares, partnership limited by shares, limited liability company or coop-
erative, the representative may participate in an advisory capacity in the
meetings of its governing bodies to the extent that the agenda items un-
der discussion relate to the interests of the bond creditors.
3 The representative must be invited to such meetings and is entitled to
receive the background documentation to be discussed at such meetings
in good time.
Art. 1161
3. In the case of 1 Where a representative of the borrower and the creditors has been ap-
bonds secured by
a charge pointed for a bond issue secured by a land charge or a charge on chattels,
he has the same powers as a pledgee under a land charge.
2 The representative must safeguard the rights of the creditors, the bor-
rower and the owner of the charged property diligently and impartially.
Art. 1162
III. Lapse of au- 1The creditors’ meeting may revoke or modify the authority conferred
thority
on a representative at any time.
2The authority of a representative appointed under the bond issue con-
ditions may be revoked or modified at any time by resolution of the
community of creditors with the consent of the borrower.
444 / 542
3 On application by a bond creditor or the borrower, the court may de-

clare such authority extinguished for good cause.
4 Where the representative’s authority lapses for whatever reason, at the
request of a bond creditor or the borrower, the court orders the measures
necessary to protect the bond creditors and the borrower.
Art. 1163
IV. Costs 1The costs of all representative arrangements envisaged in the bond is-
sue conditions are borne by the borrower.
2 The costs of representation appointed by the community of creditors
are covered by payments made by the borrower and deducted from all
bond creditors in proportion to the nominal value of the bonds they hold.
Art. 1164
C. Creditors’ 1 The community of creditors is authorised within the bounds of the law
meeting
I. In general
to take all measures required to safeguard the collective interests of the
bond creditors, in particular as regards any financial difficulties encoun-
tered by the borrower.
2 The resolutions of the community of creditors are made by the credi-
tors’ meeting and are valid providing they satisfy the requirements laid
down by the law in general or for specific measures.
3 The individual bond creditors are not entitled to assert their rights in-
dependently to the extent that valid resolutions on the matters in ques-
tion have been made by the creditors’ meeting.
4The costs of convening and holding the creditors’ meeting are borne
by the borrower.
Art. 1165
II. Convocation 1 The creditors’ meeting is convened by the borrower.
1. In general
2 The borrower is obliged to convene it within 20 days if so requested
by bond creditors together holding at least one-twentieth of the bond
capital in circulation or by the bond representative in writing with an
indication of the purpose of and reasons for the meeting.
3In the event that the borrower fails to comply with such request, the
court may authorise the applicant to convene a creditors’ meeting of his
own accord. The court at the current or last seat of the debtor in Swit-
zerland has mandatory jurisdiction.833
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
445 / 542
4 If the debtor has or had only a branch office in Switzerland, the court
at the location of this branch office has mandatory jurisdiction.834
Art. 1166
2. Moratorium 1From the date on which the invitation to the creditors’ meeting is duly
published until the final outcome of the composition proceedings, all
due claims of the bond creditors are subject to a stay of enforcement.
2Such stay is not a suspension of payments within the meaning of the
Debt Collection and Bankruptcy Act of 11 April 1889835; the creditors
may not apply for the commencement of insolvency proceedings with-
out prior debt enforcement.
3For the duration of the stay, such prescriptive and forfeiture periods as
can be interrupted by debt enforcement are suspended for the due claims
of the bond creditors.
4 Where the borrower abuses the right to obtain a stay of enforcement,
at the request of a bond creditor it may be lifted by the higher cantonal
composition authority.
Art. 1167
III. Holding the 1 Each owner of a bond or his representative, or in the case of bonds
meeting
1. Voting right
under a usufruct either the usufructuary or his representative, has the
right to vote. However, the usufructuary is liable in damages to the
owner for any failure to take due account of the latter’s interests when
exercising the right to vote.
2 Bonds owned by or held in usufruct by the borrower confer no right to
vote. However, where bonds belonging to the borrower have been given
in pledge, the pledgee is entitled to exercise the associated right to vote.
3 A charge or special lien held by the borrower on bonds does not pre-
clude the right to vote of the owners of such bonds.
Art. 1168
2. Representa- 1 Representation of bond creditors requires a written power of attorney,
tion of individual
bond creditors unless such representation has its basis in law.
2 The borrower is excluded from representing bond creditors with right
to vote.
1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).
835 SR 281.1
446 / 542
Art. 1169
IV. Procedure The Federal Council shall enact provisions governing convening the
creditors’ meeting, giving notice of the agenda, proving entitlement to
participate in the creditors’ meeting, chairing the general meeting and
recording and giving notice of its resolutions.
Art. 1170
D. Resolutions 1 A majority of at least two-thirds of the bond capital in circulation is
of the commu-
nity of creditors required to pass a valid resolution in connection with the following
I. Encroachment measures:
on creditors’
rights 1. moratorium on interest for up to five years, with the option of
1. Admissibility extending the moratorium twice for up to five years each time;
and required ma-
jority
2. waiver of up to five years’ worth of interest within a seven-year
a. In the case of
only one com- period;
munity of credi-
tors 3. decrease of the interest rate by up to one-half of the rate envis-
aged in the bond issue conditions or conversion of a fixed inter-
est rate into a rate dependent on the business results, both
measures to last for up to ten years, with the option of an exten-
sion for up to five years;
4. extension of the redemption time limit by up to ten years by
means of a reduction in the annual payment or an increase in the
number of the redemption shares or temporary suspension of
such payments, with the option of an extension for up to five
years;
5. suspension of a bond issue now due or maturing within five
years or of portions thereof for up to ten years, with the option
of an extension for up to five years;
6. authorisation of an early redemption of the bond capital;
7. granting of a priority lien for new capital raised for the issuing
company and changes to the collateral provided for a bond issue
or full or partial waiver of such collateral;
8. consent to an amendment of the provisions governing re-
strictions on issues of bonds in relation to the share capital;
9. consent to a full or partial conversion of bonds into shares.
2 These measures may be combined.
Art. 1171
b. In the case of 1 Where there is more than one community of creditors, the borrower
several commu-
nities of credi- may propose one or more of the measures described in the previous Ar-
tors ticle to the different communities of creditors simultaneously, subject to
the proviso that, where one such measure is proposed, it will be valid
447 / 542
only if accepted by all the communities of creditors and that in addition,

where two or more such measures are proposed, the validity of each
measure is conditional on acceptance of all the others.
2 Proposals are deemed accepted where they obtain the consent of per-
sons representing at least two-thirds of the bond capital in circulation of
all such communities of creditors combined and at the same time are
accepted by a majority of the communities of creditors and, within each
community of creditors, by at least a simple majority of the bond capital
represented.
Art. 1172
c. Determining 1When determining the total bond capital in circulation, bonds that do
the majority
not confer right to vote shall be disregarded.
2 Where a motion put to the creditors’ meeting fails to attain the requi-
site number of votes, the borrower may register votes making up the
shortfall by written and authenticated declarations made within two
months of the date of the meeting to the chairman of the meeting and
thereby bring about a valid resolution.
Art. 1173
2. Restrictions 1 No bond creditor may be required by resolution of the community of
a. In general creditors to tolerate an encroachment on the creditors’ rights other than
those envisaged in Article 1170 or to make payments that were neither
envisaged in the bond issue conditions nor agreed with him when the
bonds were issued.
2The community of creditors may not extend the creditors’ rights with-
out the consent of the borrower.
Art. 1174
b. Equal treat- 1 The persons making up a community of creditors must all be equally
ment
affected by any resolution to adopt compulsory measures, unless every
disadvantaged creditor expressly agrees to such measures.
2 The ranking of charge creditors must not be changed without their con-
sent. Article 1170 letter 7 is reserved.
3Undertakings and dispositions whereby individual creditors are fa-
voured over others belonging to the community of creditors are void.
448 / 542
Art. 1175836
c. Statement and An application to take the measures described in Article 1170 may be
balance sheet
made by the borrower and considered by the creditors’ meeting only on
the basis of status report drawn up as at the date of the creditors’ meeting
or a balance sheet drawn up as at a date no more than six months prior
to the meeting in accordance with standard practice and, where applica-
ble, certified by the external auditor as true and fair.
Art. 1176
3. Official ap- 1 Resolutions involving an encroachment on creditors’ rights are effec-
proval
a. In general
tive and binding on the bond creditors who did not vote in favour of
them only if they have been approved by the higher cantonal composi-
tion authority.
2 The borrower must submit them within one month of their adoption to
said authority for approval.
3 The time and date of the hearing is published together with a notice to
the bond creditors informing them that they may raise objections in writ-
ing or in person at the hearing.
4 The costs of the approval procedure are borne by the borrower.
Art. 1177
b. Requirements Official approval may be refused only where:
1. the provisions governing the convocation of the creditors’ meet-
ing and its adoption of resolutions were infringed;
2. it transpires that a resolution intended to avert financial hardship
from the borrower was not necessary;
3. the collective interests of the bond creditors are not sufficiently
protected;
4. the resolution was brought about by dishonest means.
Art. 1178
c. Appeal 1 Once approval has been given, it may be challenged as illegal or inap-
propriate within 30 days before the Federal Supreme Court by any bond
creditor who did not vote for the resolution, in which case the legal pro-
cedure envisaged for matters concerning debt collection and bankruptcy
is applicable.
(AS 2007 4791; BBl 2002 3148, 2004 3969).
449 / 542
2 Similarly, a decision to refuse approval may be challenged by bond

creditors who voted in favour of the resolution or by the borrower.
Art. 1179
d. Revocation 1 If it subsequently transpires that the resolution of the creditors’ meet-
ing was brought about by dishonest means, at the request of a bond cred-
itor the higher cantonal composition authority may revoke approval in
part or in full.
2An application for revocation must be filed within six months of the
date on which the bond creditors learned of the grounds for challenge.
3 Revocation may be challenged as unlawful or unreasonable within 30
days before the Federal Supreme Court by the borrower and by any bond
creditor, in which case the legal procedure envisaged for matters con-
cerning debt collection and bankruptcy is applicable. Similarly, a refusal
to revoke approval may be challenged by any bond creditor who re-
quested such revocation.
Art. 1180
II. Other resolu- 1 The consent of persons representing more than one-half of the bond
tions
1. Authority of
capital in circulation is required to revoke or modify the authority con-
the bond repre- ferred on a bond representative.
sentative
2 The same majority is required for a resolution to grant a bond repre-
sentative authority to safeguard the rights of all the bond creditors in
insolvency proceedings.
Art. 1181
2. On other mat- 1 Resolutions which neither encroach on the creditors’ rights nor impose
ters
further material contributions on the creditors require merely an abso-
lute majority of the votes represented, unless the law stipulates other-
wise or the bond issue conditions impose stricter requirements.
2 The majority is determined in all cases according to the nominal value
of the bond capital conferring right to vote that is represented at the
creditors’ meeting.
Art. 1182
3. Challenge Any resolution within the meaning of Articles 1180 and 1181 which
contravenes the law or contractual provisions may be challenged in
court by a member of the community of bond creditors who did not vote
for it within 30 days of the date on which he learned of it.
450 / 542
Art. 1183
E. Special cases 1 Where a borrower becomes insolvent, the insolvency administrators
I. Insolvency of must convene a meeting of the bond creditors without delay, at which
the borrower
an existing representative or a representative appointed by the meeting
is granted authority to safeguard the rights of all the bond creditors in
insolvency proceedings.
2 Where no resolution is made to grant such authority, each bond credi-
tor represents his rights independently.
Art. 1184
II. Composition 1 In composition proceedings, subject to the provisions governing bonds
agreement
secured by a charge, no special resolution is made by the bond creditors
on their position towards the composition agreement, and their consent
is governed exclusively by the provisions of the Debt Collection and
Bankruptcy Act of 11 April 1889837.
2 The provisions governing the community of creditors apply to credi-
tors holding bonds secured by a charge, to the extent that any restriction
of their creditors’ rights is to be imposed above and beyond the effects
of the composition proceedings.
Art. 1185
III. Bonds issued 1The provisions of this Chapter are applicable to bond creditors of rail-
by railway or in-
land waterways way or inland waterways transport companies, subject to the following
transport compa-
nies
special provisions.
2A request for convocation of a creditors’ meeting must be made to the
Federal Supreme Court.
3 The Federal Supreme Court is responsible for convening the creditors’
meeting and the recording, approval and implementation of its resolu-
tions.
4On receipt of a request for convocation of a creditors’ meeting, the
Federal Supreme Court may order a stay of enforcement with the effects
envisaged in Article 1166.
Art. 1186838
F. Differing 1The rights conferred by law on the community of creditors and the
agreements
bond representative may only be excluded, amended or restricted by the
bond issue conditions or other special agreements between the creditors
and the borrower if a majority of creditors are still entitled to amend the
bond conditions.
837 SR 281.1
838 Amended by Annex No 2 of the FA of 17 Dec. 2021 (Insolvency and Deposit Protection),
in force since 1 Jan. 2023 (AS 2022 732; BBl 2020 6359).
451 / 542
2 Where bonds are publicly issued in whole or in part outside Switzer-

land, the provisions of another legal system related to the public issue
of bonds concerning the community of creditors, its representation,
meeting and resolutions may be declared applicable instead of the pro-
visions of this section.
Transitional Provisions to the Federal Act of 30 March 1911

I. The Final Title of the Civil Code839 is amended as follows:
...840
II. This Act enters into force on 1 January 1912.
The Federal Council is charged with making arrangements to publicise
this Code on the basis of the provisions of the Federal Act of 17 June
1874841 on Referendums on Federal Acts and Federal Council Decrees.
Final Provisions to the Amendment of 23 March 1962842
Art. 1
A. Preferential ...843
payments on
bankruptcy
Art. 2
B. Unfair com- ...844
petition
Art. 3
C. Transitional 1Articles 226f, 226g, 226h, 226i and 226k845 also apply to hire purchase
law
agreements entered into prior to the commencement of this Act.
2Only Article 226k applies to advance payment agreements entered into
prior to the commencement of this Act. These agreements must however
be adapted to the provisions of the Article 227b within one year, failing
which they lapse and the purchaser must be paid his entire credit balance
with all the interest and benefits credited to him.
839 SR 210. The amendment below is inserted in the said enactment.

840 The amendments may be consulted under AS 27 317.
841 [BS 1 173; AS 1962 789 Art. 11 para. 3, 1978 712 Art. 89 No b]
842 Inserted by No II of the FA of 23 March 1962, in force since 1 Jan. 1963
(AS 1962 1047 1056; BBl 1960 I 523).
845 These articles have now been repealed.
452 / 542
Art. 4
D. Entry into The Federal Council determines the date on which this Act enters into
force
force.
Transitional Provisions to the Amendment of

16 December 2005846
Art. 1
A. General rule 1 The final title of the Civil Code applies to this Code unless the follow-
ing provisions provide otherwise.
2The provisions of the new Code apply to existing companies from its
commencement.
Art. 2
B. Deadline for 1Limited liability companies entered in the commercial register on the
amendments
commencement of this Code but which do not fulfil the new require-
ments must amend their articles of association and regulations to the
new provisions within two years.
2 Provisions of the articles of association and regulations that are incon-
sistent with the new law remain in force until their amendment but for
two years at the most.
3 For limited liability companies that are entered in the commercial reg-
ister when this Code comes into force, Articles 808a and 809 para-
graph 4 second sentence only apply after expiry of the period allowed
to amend the articles of association.
4 Companies limited by shares and cooperatives that are entered in the
commercial register when this Code comes into force whose name does
not comply with the new statutory requirements must adapt their name
to the new provisions within two years. On expiry of this period, the
commercial register office amends the name ex officio.
Art. 3
C. Payment of 1 Where in limited liability companies that are entered in the commer-
contributions
cial register when this Act comes into force, allocations have not been
made corresponding to the issue price of all capital contributions, these
allocations must be made within two years.
846 Inserted by No III of the FA of 16. Dec. 2005 (Law on Limited Liability Companies and
(AS 2007 4791; BBl 2002 3148, 2004 3969).
453 / 542
2 Until the full payment of the allocation to the level of the capital con-
tributions, the company members are liable in accordance with Arti-
cle 802 of the Code of Obligations in its version of 18 December
1936847.
Art. 4
D. Participation 1 Shares in limited liability companies that indicate a nominal value and
certificates and
dividend rights which are recorded under liabilities on the balance sheet, but will confer
certificates no right to vote (participation certificates), are deemed after two years
to be capital contributions with the same property rights if they are not
cancelled during this period by means of a reduction in capital. If the
shares are cancelled, the former participants must be paid compensation
corresponding to the true value of the certificates.
2 The required resolutions of the members' general meeting may be
passed with an absolute majority of the votes represented, even if the
articles of association provide otherwise.
3 Shares in limited liability companies that are not recorded under lia-
bilities on the balance sheet are governed by the provisions on dividend
rights certificates once this Act comes into force, even if they are desig-
nated participation certificates. They may not indicate a nominal value
and must be designated dividend rights certificates. The designation of
the shares and the articles of association must be amended within two
years.
Art. 5
E. Own capital Where limited liability companies acquired their own capital contribu-
contributions
tions before this Act comes into force, they must, provided they exceed
10 per cent of the nominal capital, sell the same or cancel the same by
means of a reduction in capital, within two years.
Art. 6
F. Duty to pay in 1 Obligations under the articles of association to pay additional capital
further capital
contributions that were established before this Act comes into force and
that exceed twice the nominal value of the capital contributions, remain
legally valid and may only be reduced by following the procedure under
Article 795c.
2 Otherwise, the new provisions apply after this Act comes into force,
in particular in relation to the call for additional capital contributions.
847 AS 53 185
454 / 542
Art. 7
G. External audi- The provisions of this Act on the external auditor apply from the first
tor
financial year that begins when this Act comes into force or thereafter.
Art. 8
H. Voting rights 1 Limited liability companies that have conferred right to vote before
this Act comes into force that are not dependent on the nominal value
of the capital contributions are not required to amend the corresponding
provisions to the requirements of Article 806.
2On the issue of new capital contributions, Article 806 paragraph 2 sec-
ond sentence must be observed in every case.
Art. 9
J. Amendment of If a limited liability company, simply by reproducing the provisions of
majority require-
ments in the arti- the old law, has adopted provisions in the articles of association that
cles of associa-
tion
require qualified majorities to pass resolutions at the members' general
meeting, the members' general meeting may within two years by an ab-
solute majority of the votes represented resolve to amend these provi-
sions in accordance with the new law.
Art. 10
K. Cancellation If, before this Act comes into force, the share capital or the nominal
of shares and
capital contribu- capital is reduced to zero for the purposes of restructuring and thereafter
tions in the event
of restructuring
increased again, the membership rights of the former shareholders or
company members cease to exist when this Act comes into force.
Art. 11
L. Exclusivity of The exclusivity of business names that were entered in the commercial
registered busi-
ness names register before this Act comes into force is assessed in accordance with
Article 951 of the Code of Obligations in its version of 18 December
1936848.
848 AS 53 185
455 / 542
Transitional Provision to the Amendment of 17 June 2011849

The provision in this amendment applies from the first financial year
beginning on or after the date on which this amendment comes into
force.
Transitional Provision to the Amendment of

23 December 2011850
Art. 1
A. General rule 1The provisions of the Final Title of the Civil Code851 apply to this
Code unless the following provisions provide otherwise.
2 The provisions of the Amendment of 23 December 2011 apply to ex-
isting undertakings from the date on which it comes into force.
Art. 2
B. Commercial 1 The regulations in Title Thirty-Two first apply in the financial year
accounting and
financial report- that begins two years after this Amendment comes into force.
ing
2The basis for the application of the provisions on financial reporting
by larger undertakings is formed by the balance sheet total, sales reve-
nue and number of full-time positions on annual average in the two
years before this Amendment comes into force
3The provisions on consolidated accounts first apply in the financial
year beginning three years after this Amendment comes into force. The
two previous financial years form the basis for the exemption from the
duty to prepare consolidated accounts.
4 When applying the regulations on financial reporting for the first time,
it is not required to specify the figures from previous years. When ap-
plying the regulations for the second time, only the figures from the pre-
vious year need be specified. If figures from previous financial years are
specified, consistency of presentation and structure are not required.
Reference must be made to this in the notes to the accounts.
849 AS 2011 5863; BBl 2008 1589

850 AS 2012 6679; BBl 2008 1589
851 SR 210
456 / 542

12 December 2014852
Art. 1
A. General rule 1Articles 1–4 of the Final Title of the Civil Code853 apply to this Code
unless the following provisions provide otherwise.
2 The provisions of the Amendment of 12 December 2014 apply to ex-
isting companies on coming into force.
Art. 2
B. Adapting arti-
cles of associa-
1 Companies entered in the commercial register when the Amendment
tion and regula- of 12 December 2014 comes into force that do not comply with the new
tions
regulations must adapt their articles of association and regulations to the
2 Provisions of articles of association and regulations that are incompat-
ible with the new law remain in force until they are adapted or for a
maximum of two years.
Art. 3
C. Obligations to
give notice
1Persons holding bearer shares when the Amendment of 12 December
2014 comes into force must comply with the obligations to give notice
under Articles 697i and 697j that apply on acquiring shares
2 The deadline for the lapse of property rights (Art. 697m para. 3) in this
case is six months after the Amendment of 12 December 2014 comes
into force.

25 September 2015854
Art. 1
A. General rule 1Articles 1–4 of the Final Title of the Civil Code855 apply to this Code
2 The provisions of the Amendment of 25. September 2015 apply to ex-
isting legal entities on coming into force.
852 AS 2015 1389; BBl 2014 605

853 SR 210
854 AS 2016 1507; BBl 2014 9305
855 SR 210
457 / 542
Art. 2
B. Amendment General and limited partnerships and partnerships limited by shares that
of registered
business names are entered in the commercial register when the Amendment of 25 Sep-
tember 2015 comes into force and whose business name does not com-
ply with the requirements of the Amendment of 25 September 2015 may
continue to use their business name without change, provided Arti-
cles 947 and 948 of the previous law does not require a change.
Art. 3
C. Exclusivity of If the business name of a general or limited partnership or partnership
the registered
business name limited by shares was entered in the commercial register before the
Amendment of 25 September 2015 comes into force, its exclusivity is
assessed in accordance with Article 946 of the current law and Article
951 of the previous law.

17 March 2017856
Art. 1
A. General rules 1Articles 1–4 of the Final Title of the Civil Code857 apply to the Amend-
ment of 17 March 2017, unless the following provisions provide other-
wise.
2 The new law shall apply to existing legal entities on its coming into
force.
Art. 2
B. Registration Public institutions established before the new law comes into force and
obligation for
public institu- which primarily carry on a private gainful economic activity must be
tions entered in the commercial register within two years.
Transitional provisions to the Amendment of

21 June 2019858
Art. 1
A. General pro- 1Articles 1–4 of the Final Title of the Civil Code859 apply to this Code
visions
856 AS 2020 957; BBl 2015 3617

857 SR 210
858 AS 2019 3161; BBl 2019 279
859 SR 210
458 / 542
2The provisions of the Amendment of 21 June 2019 apply on its com-

mencement to existing companies.
Art. 2
B. Reporting ex- Companies limited by shares and partnerships limited by shares with
ceptions to the
commercial reg- bearer shares that have equity securities listed on a stock exchange or
ister office whose bearer shares are organised as intermediated securities must re-
quest registration in accordance with Article 622 paragraph 2bis by the
commercial register office within 18 months of Article 622 paragraph
1bis coming into force.
Art. 3
C. Companies Articles 4–8 apply to companies that have no equity securities listed on
without listed
equity securities a stock exchange and whose bearer shares are not organised as interme-
with bearer
shares not organ-
diated securities, and to companies that have not requested registration
ised as interme- in accordance with Article 622 paragraph 2bis.
diated securities
1. Scope of ap-
plication
Art. 4
2. Conversion of 1If, 18 months after Article 622 paragraph 1bis comes into force, a com-
bearer shares
into registered pany limited by shares or partnership limited by shares still has bearer
shares shares that are not registered in accordance with Article 622 paragraph
2bis, these shares shall by law be converted into registered shares. The
conversion takes effect in relation to any person, irrespective of any pro-
visions of the articles of association or commercial register entries that
provide otherwise, and irrespective of whether share certificates have
been issued or not.
2 The Commercial Register Office shall record the amendments result-
ing from paragraph 1 ex officio. It shall also enter a note to the effect
that the documents contain information that is inconsistent with the en-
try.
3 The converted shares retain their nominal value, are paid up to the
same extent and carry the same voting and property rights. Their trans-
ferability is not restricted.
Art. 5
3. Amendment to 1 Companies limited by shares and partnerships limited by shares,
the articles of as-
sociation and en- whose shares have been converted must amend their articles of associa-
try in the com-
mercial register
tion when the next opportunity arises to do so.
2 The commercial register office shall reject any application to register
any other amendment to the articles of association in the commercial
register for as long as this amendment has not been made.
459 / 542
3A company that has listed equity securities or that has organised its
converted shares as intermediated securities need not amend its articles
of association provided:
a. the general meeting decides to convert the converted shares into
bearer shares without changing their number, the nominal value
or the class of shares; and
b. the company requests registration in accordance with Article
622 paragraph 2bis.
4 If the company has amended the articles of association in accordance
with paragraph 1 to take account of the conversion or if an amendment
is not required in accordance with paragraph 3, the commercial register
office shall delete the note in accordance with Article 4 paragraph 2.
Art. 6
4. Updating of 1 Following converting bearer shares into registered shares, the com-
the share register
and suspension pany shall enter details of the shareholders that have fulfilled the obli-
of rights gation to give notice in Article 697i of the previous law in the share
register.
2 The membership rights of shareholders who have not complied with
the obligation to give notice are suspended and their property rights
lapse. The board of directors shall ensure that no shareholders exercise
their rights while in breach of this provision.
3An entry shall be made in the share register to the effect that these
shareholders have failed to comply with their obligation to give notice
and that the rights conferred by the shares may not be exercised.
Art. 7
5. Retrospec- 1 Shareholders who have failed to comply with their obligation to give
tive notice
notice in accordance with Article 697i of the previous law and whose
bearer shares have been converted into registered shares in accordance
with Article 4 may with the prior consent of the company apply to the
court within five years of Article 622 paragraph 1bis coming into force
to be entered in the share register. The court shall grant the application
if the shareholder proves his or her shareholder status.
2The court decides under the summary procedure. The shareholder
bears the court costs.
3If the court grants the application, the company makes the entry. The
shareholders may claim the property rights that arise from this date.
Art. 8
6. Permanent 1Shares belonging to shareholders who have not requested the court to
loss of share-
holder status approve their entry in the company’s share register in accordance with
460 / 542
Article 7 within five years of Article 622 paragraph 1bis coming into
force become null and void by law. The shareholders lose the rights
conferred by the shares. The shares that are null and void are replaced
by the company’s own shares.
2 Shareholders whose shares have become null and void through no fault
of their own and who can prove that they were shareholders on the date
that the shares became null and void, may within ten years of this date
claim compensation from the company. The compensation corresponds
to the true value of the shares at the time of their conversion in accord-
ance with Article 4. If the true value of the shares on pursuing the claim
is lower than that at the time of their conversion, the company need only
pay the lower value. Compensation is excluded if the company does not
have the required freely disposable shareholders’ equity.
Transitional Provision to the Amendment of 19 June 2020860
Art. 1
A. General rule 1Articles 1–4 of the Final Title to the Civil Code861 apply to die Amend-
ment of 19 June 2020, unless the following provisions provide other-
wise.
2The provisions of the new law become applicable to existing compa-
nies when it comes into force.
Art. 2
B. Amendment 1 Companies that are entered in the commercial register at the time that
of articles of as-
sociation and the new law comes into force but which are not in compliance with the
regulations new rules must adapt their articles of association and regulations to the
2Provisions of the articles of association and regulations that are not
compatible with the new law remain in force until they are amended,
but for no longer than two years after the new law comes into force.
Art. 3
C. Approved The previous law applies to approved capital increases and capital in-
capital increases
and capital creases from contingent capital for which a resolution was passed before
increases from
contingent
the new law comes into force. The resolutions of the general meeting
capital may no longer be extended or amended.
860 AS 2020 4005; 2021 846 No III 1; 2022 109; BBl 2017 399
861 SR 210
461 / 542
Art. 4
D. Gender repre- 1 The obligation to report in the remuneration report in accordance with
sentation
Article 734f applies to the board of directors at the latest from the finan-
cial year that begins five years after the new law comes into force.
2 The obligation to report in the remuneration report in accordance with
Article 734f applies to the executive board at the latest from the finan-
cial year that begins ten years after the new law comes into force.
Art. 5
E. Stay of bank- A stay of bankruptcy that was granted before the new law comes into
ruptcy
force shall until its conclusion be governed by the previous law.
Art. 6
F. Amendment Contracts existing at the time that the new law comes into force shall be
of contracts un-
der the previous adapted to the new law within two years of it coming into force. On
law expiry of this period, the rules of the new law apply to all contracts.
Art. 7
G. Transparency Articles 964d–964h apply for the first time to the financial year that be-
in raw material
companies gins one year after the new law comes into force.
Transitional provision to the Amendment of 19 June 2020862

The provisions of Section 6 and Section 8 of Title 32 apply for the first
time to the financial year that begins one year after the Amendment of
19 June 2020 comes into force.
Final Provisions to Title Eight and Title Eightbis 863
Art. 1
The Federal Decree of 30 June 1972864 on Measures against Abuses in
Tenancy Law is repealed.
Art. 2–4
...865
862 AS 2021 846 No I; BBl 2017 399

(AS 1990 802; BBl 1985 I 1389).
864 [AS 1972 1502, 1977 1269, 1982 1234, 1987 1189]
462 / 542
Art. 5
1 The provisions governing protection against termination in the renting
and leasing of residential and commercial accommodation apply to all
residential and commercial leases that are terminated following the
commencement of this Act.
2 However, if notice is given of the termination of a residential or com-
mercial lease prior to the commencement of this Act, but with effect
from a date thereafter, the time limits for challenging the termination
and the request for an extension (Art. 273) begin when this Act comes
into force.
Art. 6
1 This Act is subject to an optional referendum.
2 The Federal Council shall determine the commencement date.
Final and Transitional Provisions to Title X866
Art. 1
Amendment of ...867
the CO
Art. 2
Amendment of ...868
the CC
Art. 3
Amendment of ...869
the Insurance
Contracts Act
Art. 4
Amendment of ...870
the Agriculture
Act
866 Inserted by No II of the FA of 25. June 1971, in force since 1 Jan. 1972
(AS 1971 1465; BBl 1967 II 241).
463 / 542
Art. 5
Amendment of ...871
the Employment
Act
Art. 6
Repeal of federal The following provisions are repealed on the commencement of this
law provisions
Act:
1. Article 159 and 463 of the Code of Obligations,
2. Article 130 of the Federal Act of 13 June 1911872 on Health and
Accident Insurance,
3. Article 20 to 26, 28, 29 and 69 paragraphs 2 and 5 of the Federal
Act of 18 June 1914873 on Factory Employment,
4. Article 4, 8 paragraphs 1, 2 and 5, 9 and 19 of the Federal Act
of 12 December 1940874 on Homeworking,
5. the Federal Act of 13 June 1941875 on Employment Terms for
Commercial Travellers,
6. the Federal Act of 1 April 1949876 on Restrictions on the Termi-
nation of Employment Contracts while on Military Service,
7. Articles 96 and 97 of the Agriculture Act of 3 October 1951877,
8. Article 32 of the Federal Act of 25 September 1952878 on the
System of Compensation for Loss of Earnings for Persons on
Military Service or Civil Protection Duty,
9. Article 19 of the Federal Act of 28. September 1956879 on the
Declaration of the General Application of Collective Employ-
ment Agreements,

872 [BS 8 281; AS 1959 858; 1964 965 No I–III; 1968 64; 1977 2249 No I, 611; 1978 1836
Annex No 4; 1982 196, 1676 Annex No 1, 2184 Art. 114; 1990 1091; 1991 362 No II,
412; 1992 288 Annex No 37, 2350; 1995 511. AS 1995 1328 Annex No 1]
873 SR 821.41
874 [BS 8 229; AS 1951 1231 Art. 14 para. 2, 1966 57 Art. 68. AS 1983 108 Art. 21 No 3]
875 [BS 2 776; AS 1966 57 Art. 69]
876 [AS 1949 II 1293]
877 [AS 1953 1073; 1954 1364 Art. 1; 1958 659; 1959 588; 1960 1279; 1962 203, 1144 Art.
14, 1412; 1967 722; 1968 92; 1974 763; 1975 1088; 1977 2249 No I, 921, 942, 931; 1979
2058; 1982 1676 Annex No 6; 1988 640; 1989 504 Art. 33 lett. c; 1991 362 No II 51, 857
Annex No 25, 2611; 1992 1860 Art. 75 No 5, 1986 Art. 36 para. 1; 1993 1410 Art. 92 No
4, 1571, 2080 Annex No 11; 1994 28; 1995 1469 Art. 59 No 3, 1837, 3517 No I 2; 1996
2588 Annex No 2, 2783; 1997 1187, 1190; 1998 1822. AS 1998 3033 Annex lett. c]
878 SR 834.1. Now: Federal Act on Compensation for Loss of Earnings for Persons on Mili-
tary Service or Maternity Leave (Loss of Earnings Compensation Act, LECA).
879 SR 221.215.311
464 / 542
10. Article 49 of the Civil Defence Act880,

11. Art. 20 paragraph 2 and 59 of the Federal Act of 20 September
1963881 on Vocational Education and Training,
12. Art. 64882 and 72 paragraph 2 letter a of the Employment Act of
13 March 1964883.
Art. 7
Amendment of Contracts of employment in existence when this Act comes into force
legal relations
governed by the (individual contracts of employment, standard employment contracts
old law and collective employment contracts) must be amended in accordance
with the provisions hereof within one year; on expiry of this time limit,
the provisions hereof apply to all contracts of employment.
2 Occupational benefits schemes in existence when this Act comes into
force884 must amend their articles of association or regulations by 1 Jan-
uary 1977 at the latest taking account of the formal requirements of Ar-
ticles 331 a, 331 b and 331c applicable to the amendment; from 1 Janu-
ary 1977, these provisions apply to all occupational benefits schemes.885
Art. 8
Commencement The Federal Council shall determine the commencement date of this
of the Act
Act.
Final Provisions to the Fourth Section of Title XIII886
Art. 1
A. Transitional 1Articles 418d paragraph 1, 418f paragraph 1, 418k paragraph 2, 418o,
law
418p, 418r and 418s apply immediately to agency contracts already in
existence when the new law comes into force.
880 [AS 1962 1089; 1964 487 Art. 22 para. 2 No b; 1968 1025 Art. 35; 1969 310 No III; 1971
751; 1978 50, 570; 1985 1649; 1990 1882 Annex No 7; 1992 288 Annex No 22; 1993
2043 Annex No 3; 1994 2626 Art. 71]
881 [AS 1965 321, 428; 1968 86; 1972 1681; 1975 1078 No III; 1977 2249 No I 331.
AS 1979 1687 Art. 75]
882 This Art. has now been repealed.
883 SR 822.11
884 1 Jan. 1972
885 Amended by No I of the FA of 25. June 1976, in force since 1 Jan. 1977
(AS 1976 1972 1974; BBl 1976 I 1269).
886 Inserted by No II of the FA of 4 Feb. 1949, in force since 1 Jan. 1950
(AS 1949 I 802; BBl 1947 III 661).
465 / 542
2 In other respects, agency contracts already in existence when the new

law comes into force must be amended in accordance with the new pro-
visions within two years. After this time limit expires, the new law also
applies to agency contracts entered into previously.
3 In the absence of an agreement to the contrary, on expiry of two years,
the provisions this Section also apply to contracts already in existence
when the new law comes into force relating to agents who act as such
as a subsidiary occupation
Art. 2
B. Preferential ...887
payments on
bankruptcy
Art. 3
C. Entry into The Federal Council determines the commencement date of this Act.
force
Transitional provisions to Title XX888

1 The provisions of the new law apply to all contracts of surety entered
into after this Act comes into force.
2 Contracts of surety entered into after this Act comes into force are sub-
ject to the provisions of the new law only with regard to matters that
arise subsequently and with following restrictions:
1. The new Articles 492 paragraph 3, 496 paragraph 2, 497 para-
graphs 3 and 4, 499, 500, 501 paragraph 4, 507 paragraphs 4 and
6, 511 paragraph 1 do not apply.
2. The provisions of the new Articles 493 on form and 494 on the
requirement of the spouse's consent apply to contracts of surety
under the old law only insofar as they relate to subsequent
amendments of the contracts of surety.
3. Article 496 paragraph 1 applies with the requirement that re-
course may be had to the surety not only before the principal
debtor and before realisation of the property given in pledge, but
also before the realisation of other charges, provided the princi-
pal debtor is in arrears and has failed to respond to reminders or
his inability to pay is obvious.
4. The creditor is granted a period of six months from falling in
arrears or at least three months from the commencement of this
887 The amendments may be consulted under AS 1949 I 802.

(AS 58 279 644; BBl 1939 II 841).
466 / 542
Act to give notice of the arrears in accordance with Article 505

paragraph 1.
5. Article 505 paragraph 2 applies only to bankruptcy proceedings
commenced at least three months after this Act comes into force,
and to debt restructuring moratoriums approved at least three
months after this Act comes into force.
6. The time limit mentioned in Article 509 paragraph 3 begins to
run for contracts of surety under the old law when this Act
comes into force.
3 Articles 77–80 of the Customs Act of 18 March 2005889 are re-
served.890
4 The Federal Council determines the commencement date of this Act.
Final and Transitional Provisions to Titles XXIV-XXXIII891
Art. 1
A. Scope of ap- The provisions of the Final Title of the Civil Code892 also apply to this
plication of the
Final Title Act.
Art. 2
B. Adaptation of 1Companies limited by shares, partnerships limited by shares and co-
existing compa-
nies to the new operatives that are entered in the commercial register when this Act
law comes into force, but which do not meet the statutory requirements,
I. In general
must amend their articles of association in accordance with the new pro-
visions within five years.
2 During this period, they are subject to the previous law where their
articles of association are contrary to the new provisions.
3 If the companies fail to comply with this provision, on expiry of the
deadline, they must be declared dissolved ex officio by the commercial
registrar.
4The Federal Council may extend the application of the old law in the
case of insurance and credit cooperatives on a case-by-case basis. Any
application in relation thereto must be filed within three years of this
Act coming into force.
889 SR 631.0
890 Amended by Annex No 2 of the Customs Act of 18 March 2005, in force since
1 May 2007 (AS 2007 1411; BBl 2004 567).
891 Inserted by the Federal Act of 18 Dec. 1936, in force since 1 July 1937
(AS 53 185; BBl 1928 I 205, 1932 I 217).
892 SR 210
467 / 542
Art. 3
II. Welfare Where companies limited by shares, partnerships limited by shares and
schemes
cooperatives have prior to the entry into force of this Act clearly pro-
vided funds to establish and support welfare schemes for employees and
for members, they must adapt these schemes within five years to the
provisions of Articles 673893 and 862894.
Art. 4895
Art. 5
C. Balance sheet 1 The Federal Council is entitled where extraordinary economic circum-
provisions
I. Exception for
stances so require to enact provisions that permit deviations from the
extraordinary requirements relating to balance sheets laid down in this Act. Any reso-
circumstances
lution of the Federal Council to this effect must be published.
2 If a Federal Council decree of this nature applies to the preparation of
a balance sheet, this must be stated on the balance sheet.
Art. 6896
II. ...
Art. 7
D. Conditions
1 The rights of creditors existing when this Act comes into force are not
for liability of adversely affected by changes to the provisions of this law relating to
members
the conditions for liability of members.
2 Cooperatives, whose members are personally liable for the obligations
of the cooperative only by virtue of Article 689 of the previous Code of
Obligations897, remain subject to the provisions of the previous law for
five years.
3During this period, resolutions on the full or partial exclusion of per-
sonal liability or an express finding of liability may be passed in the
general meeting by an absolute majority of the votes cast. Article 889
paragraph 2 on departure does not apply.
893 This Art. has now been reworded.

894 This Art. has now been reworded.
(AS 2004 2617; BBl 2000 4337).
896 Art. no longer relevant.
897 AS 27 317
468 / 542
Art. 8
E. Business 1 Business names in existence when this Act comes into force that do
names
not comply with its provisions may continue to be used unchanged for
a further two years.
2If any change is made before the expiry of this deadline, the change
must comply with the current law.
Art. 9
F. Securities Savings bank and deposit account books, and savings and deposit cer-
I. Registered se-
curities
tificates issued before this Act comes into force as registered securities
are subject to the provisions of Article 977 on the cancellation of debt
instruments even if the borrower has not expressly reserved the right in
the instrument not to make payment without sight of the debt instrument
or and without cancellation.
Art. 10
II. Shares Shares that were issued before this Act comes into force may
1. Nominal value
1. continue to have a nominal value of less than 100 francs;
2. be reduced in nominal value to less than 100 francs in the event
of a reduction in the basic capital within three years of this Act
coming into force.
Art. 11
2. Bearer shares 1 Bearer shares and interim certificates issued before this Act comes into
not fully paid up
force are not subject to Articles 683 and 688 paragraphs 1 and 3.
2The legal relationship between the subscriber to and acquirer of these
shares is governed by the previous law.
Art. 12
III. Bills of ex- Bills of exchange and cheques issued before this Act comes into force
change and
cheques are governed by the previous law in all transactions.
Art. 13
G. Community The Ordinance of 20 February 1918898 relating to the community of
of creditors
bond creditors and the provisions of the supplementary Federal Council
Decrees899 continue to apply to the cases to which they applied previ-
ously.
898 [AS 34 231; 35 297; 36 623, 893]

899 [AS 51 673, 53 454, 57 1514, 58 934, 62 1088, 63 1342]
469 / 542
Art. 14900
H. ...
Art. 15
J. Amendment of ...901
the Debt Collec-
tion and Bank-
ruptcy Act
Art. 16
K. Relationship The provisions of the Banking Act of 8 November 1934902 are reserved.
to the Banking
Act
I. General reser-
vation
Art. 17
II. Amendment ...903
of individual
provisions
Art. 18
L. Repeal of fed- On the entry into force of this Act, the federal private law provisions
eral private law
that are inconsistent herewith, and in particular, the Third Division of
the Code of Obligations entitled "Commercial Enterprises, Securities
and Business Names" (Federal Act of 14 June 1881904 on the Code of
Obligations, Art. 552–715 and 720–880) are repealed.
Art. 19
M. Commence- 1 This Act comes into force on 1 July 1937.
ment of this Act
2 Excepted from the foregoing is the Section on the community of bond
creditors (Art. 1157–1182), the commencement date for which will be
determined by the Federal Council.905
3 The Federal Council is responsible for the implementation of this Act.
900 Repealed by No I No c of the Annex to the IPLA of 18 Dec. 1987, with effect from 1 Jan.
1989 (AS 1988 1776; BBl 1983 I 263).
902 SR 952.0
904 [AS 5 635, 11 490; BS 2 784 Art. 103 para. 1. BS 2 3 Final Title Art. 60 para. 2]
905 This section was brought into force in the version contained in the Federal Act of 1 April
1949. For the original version of the text, see AS 53 185.
470 / 542
Final Provisions to Title XXVI906
Art. 1
A. Final Title of The Final Title of the Civil Code907 applies to this Act.
the Civil Code
Art. 2
B. Amendment 1 Companies limited by shares and partnerships limited by shares that
in accordance
with the new law are entered in the commercial register when this Act comes into force,
I. In general but which do not comply with the new statutory provisions, must amend
their articles of association to the new provisions within five years.
2 Companies which, despite being publicly required to do so through
repeated notice in the Swiss Official Gazette of Commerce and in the
cantonal official gazettes, do not within five years amend the provisions
of their articles of association governing minimum capital, the minimum
contribution and the participation and dividend rights certificates, will
be dissolved by the court at the request of the commercial registrar. They
may allow an additional period of a maximum of six months. Compa-
nies that were founded before 1 January 1985 are exempted from the
amendment of the provision of their articles of association on minimum
capital. Companies whose participation capital on 1 January 1985 was
more than twice the share capital are exempted from having to amend
the statutory limit.
3Other provisions of the articles of association that are incompatible
with the new law remain in force until they are amended, but for five
years at the most.
Art. 3
II. Individual 1 Articles 656a, 656b paragraphs 2 and 3, 656c and 656d as well as 656g
provisions
1. Participation
apply to companies existing when this Act comes into force, including
and dividend in cases where the articles of association or conditions of issue are con-
rights certificates
trary to the said articles. They apply to securities that are designated
participation certificates or dividend rights certificates, have a nominal
value and are recorded as liabilities on the balance sheet.
2 The companies must include the conditions of issue for the securities
mentioned in paragraph 1, adapted to Article 656f in the articles of as-
sociation within five years, arrange for the required entries to be made
in the commercial register and provide securities that are in circulation
and not designated as participation certificates with that designation.
906 Inserted by No III of the FA of 4 Oct. 1991, in force since 1 July 1992
(AS 1992 733; BBl 1983 II 745).
907 SR 210
471 / 542
3 For securities other than those mentioned in paragraph 1 the new pro-
visions governing the dividend rights certificates apply even if they are
designated as participation certificates. Within five years, they must be
designated in accordance with the new law and may no longer bear a
nominal value. The articles of association must be amended accord-
ingly. The right to convert them into participation certificates is re-
served.
Art. 4
2. Refusal to ac- Further to Article 685d paragraph 1, the company may, on the basis of
cept registered
shareholders a provision of the articles of association, refuse to accept persons as ac-
quirers of registered shares listed on the stock market, provided and for
as long as their acceptance could prevent the company from providing
evidence of the composition of the shareholder groups as required by
federal legislation.
Art. 5
3. Shares with Companies that retain shares with preferential right to vote with a nom-
preferential right
to vote inal value of under ten francs, in application of Article 10 of the Final
and Transitional provisions of the Federal Act of 18 December 1936908
on the Revision of Titles 24–33 of the Code of Obligations, as well as
companies, where the nominal value the larger shares is more than ten
times the nominal value of the smaller shares are not required to amend
their articles of association in accordance with Article 693 paragraph 2
second sentence. However, they are not permitted to issue any new
shares whose nominal value is more than ten times that of the smaller
shares or less than ten per cent of the nominal value of the larger shares.
Art. 6
4. Qualified ma- Where a company has adopted provisions in its articles of association
jorities
governing qualified majorities for certain resolutions by simply repro-
ducing provisions of the previous law, it may within one year of this Act
coming into force resolve to amend such provisions in accordance by an
absolute majority of the right to vote represented.
Art. 7
C. Amendment ...909
of federal legis-
lation
Art. 8
D. Referendum This Act is subject to an optional referendum.
908 See above.

472 / 542
Art. 9
E. Commence- The Federal Council shall determine the commencement date.
ment
Final Provisions to the Second Section of Title XXXIV910

1. ...911
2. ...912
3. The resolutions of the community of creditors passed under the
previous law remain valid under the new law.
For resolutions passed after this Act comes into force, the pro-
visions of the new law apply.
However, if a borrower has already been granted facilitations
under the previous law by resolutions of the community of cred-
itors that are equivalent or correspond to those provided for in
Article 1170, appropriate account must be taken thereof in the
application of this provision.
In all other respects, the Final and Transitional Provisions of the
Federal Act of 18 December 1936 on the Revision of Titles
XXIV–XXXIII of the Code of Obligations apply.
4. On commencement of this Act, contradictory provisions, and in
particular the Ordinance of the Federal Council of 20 February
1918913 on the Community of Bond Creditors, are repealed.
5. The Federal Council shall determine the commencement date of
this Act.
910 Inserted by No II of the FA of 1. April 1949, in force since 1 Jan. 1950

(AS 1949 I 791; BBl 1947 III 869).
913 [AS 34 231; 35 297; 36 623, 893]
473 / 542
Inhaltsverzeichnis
Das Obligationenrecht
Erste Abteilung: Allgemeine Bestimmungen
Erster Titel: Die Entstehung der Obligationen
Erster Abschnitt: Die Entstehung durch Vertrag
A. Abschluss des Vertrages
I. Übereinstimmende Willensäusserung
1. Im Allgemeinen Art. 1
2. Betreffend Nebenpunkte Art. 2
II. Antrag und Annahme
1. Antrag mit Annahmefrist Art. 3
2. Antrag ohne Annahmefrist
a. Unter Anwesenden Art. 4
b. Unter Abwesenden Art. 5
3. Stillschweigende Annahme Art. 6
3a. Zusendung unbestellter Sachen Art. 6a
4. Antrag ohne Verbindlichkeit, Auskündung, Auslage Art. 7
5. Preisausschreiben und Auslobung Art. 8
6. Widerruf des Antrages und der Annahme Art. 9
III. Beginn der Wirkungen eines unter Abwesenden ge-
schlossenen Vertrages Art. 10
B. Form der Verträge
I. Erfordernis und Bedeutung im Allgemeinen Art. 11
II. Schriftlichkeit
1. Gesetzlich vorgeschriebene Form
a. Bedeutung Art. 12
b. Erfordernisse Art. 13
c. Unterschrift Art. 14
d. Ersatz der Unterschrift Art. 15
2. Vertraglich vorbehaltene Form Art. 16
C. Verpflichtungsgrund Art. 17
D. Auslegung der Verträge, Simulation Art. 18
E. Inhalt des Vertrages
I. Bestimmung des Inhaltes Art. 19
II. Nichtigkeit Art. 20
III. Übervorteilung Art. 21
474 / 542
IV. Vorvertrag Art. 22

F. Mängel des Vertragsabschlusses
I. Irrtum
1. Wirkung Art. 23
2. Fälle des Irrtums Art. 24
3. Geltendmachung gegen Treu und Glauben Art. 25
4. Fahrlässiger Irrtum Art. 26
5. Unrichtige Übermittlung Art. 27
II. Absichtliche Täuschung Art. 28
III. Furchterregung
1. Abschluss des Vertrages Art. 29
2. Gegründete Furcht Art. 30
IV. Aufhebung des Mangels durch Genehmigung des Vertrages Art. 31
G. Stellvertretung
I. Mit Ermächtigung
1. Im Allgemeinen
a. Wirkung der Vertretung Art. 32
b. Umfang der Ermächtigung Art. 33
2. Auf Grund von Rechtsgeschäft
a. Beschränkung und Widerruf Art. 34
b. Einfluss von Tod, Handlungsunfähigkeit u.a. Art. 35
c. Rückgabe der Vollmachtsurkunde Art. 36
d. Zeitpunkt der Wirkung des Erlöschens der Vollmacht Art. 37
II. Ohne Ermächtigung
1. Genehmigung Art. 38
2. Nichtgenehmigung Art. 39
III. Vorbehalt besonderer Vorschriften Art. 40
H. Widerruf bei Haustürgeschäften und ähnlichen Ver-
trägen
I. Geltungsbereich Art. 40a
II. Grundsatz Art. 40b
III. Ausnahmen Art. 40c
IV. Orientierungspflicht des Anbieters Art. 40d
V. Widerruf
1. Form und Frist Art. 40e
2. Folgen Art. 40f
Aufgehoben Art. 40g
475 / 542
Zweiter Abschnitt:
Die Entstehung durch unerlaubte Handlungen
A. Haftung im Allgemeinen
I. Voraussetzungen der Haftung Art. 41
II. Festsetzung des Schadens Art. 42
III. Bestimmung des Ersatzes Art. 43
IV. Herabsetzungsgründe Art. 44
V. Besondere Fälle
1. Tötung und Körperverletzung
a. Schadenersatz bei Tötung Art. 45
b. Schadenersatz bei Körperverletzung Art. 46
c. Leistung von Genugtuung Art. 47
2. Aufgehoben Art. 48
3. Bei Verletzung der Persönlichkeit Art. 49
VI. Haftung mehrerer
1. Bei unerlaubter Handlung Art. 50
2. Bei verschiedenen Rechtsgründen Art. 51
VII. Haftung bei Notwehr, Notstand und Selbsthilfe Art. 52
VIII. Verhältnis zum Strafrecht Art. 53
B. Haftung urteilsunfähiger Personen Art. 54
C. Haftung des Geschäftsherrn Art. 55
D. Haftung für Tiere
I. Ersatzpflicht Art. 56
II. Pfändung des Tieres Art. 57
E. Haftung des Werkeigentümers
I. Ersatzpflicht Art. 58
II. Sichernde Massregeln Art. 59
F. Haftung für kryptografische Schlüssel Art. 59a
G. Verjährung Art. 60
H. Verantwortlichkeit öffentlicher Beamter und Angestell-
ter Art. 61
Dritter Abschnitt:
Die Entstehung aus ungerechtfertigter Bereicherung
A. Voraussetzung
I. Im Allgemeinen Art. 62
II. Zahlung einer Nichtschuld Art. 63
476 / 542
B. Umfang der Rückerstattung

I. Pflicht des Bereicherten Art. 64
II. Ansprüche aus Verwendungen Art. 65
C. Ausschluss der Rückforderungen Art. 66
D. Verjährung Art. 67
Zweiter Titel: Die Wirkung der Obligationen
Erster Abschnitt: Die Erfüllung der Obligationen
A. Allgemeine Grundsätze
I. Persönliche Leistung Art. 68
II. Gegenstand der Erfüllung
1. Teilzahlung Art. 69
2. Unteilbare Leistung Art. 70
3. Bestimmung nach der Gattung Art. 71
4. Wahlobligation Art. 72
5. Zinse Art. 73
B. Ort der Erfüllung Art. 74
C. Zeit der Erfüllung
I. Unbefristete Verbindlichkeit Art. 75
II. Befristete Verbindlichkeit
1. Monatstermin Art. 76
2. Andere Fristbestimmung Art. 77
3. Sonn- und Feiertage Art. 78
III. Erfüllung zur Geschäftszeit Art. 79
IV. Fristverlängerung Art. 80
V. Vorzeitige Erfüllung Art. 81
VI. Bei zweiseitigen Verträgen
1. Ordnung in der Erfüllung Art. 82
2. Rücksicht auf einseitige Zahlungsunfähigkeit Art. 83
D. Zahlung
I. Landeswährung Art. 84
II. Anrechnung
1. Bei Teilzahlung Art. 85
2. Bei mehreren Schulden
a. Nach Erklärung des Schuldners oder des Gläubigers Art. 86
b. Nach Gesetzesvorschrift Art. 87
477 / 542
III. Quittung und Rückgabe des Schuldscheines

1. Recht des Schuldners Art. 88
2. Wirkung Art. 89
3. Unmöglichkeit der Rückgabe Art. 90
E. Verzug des Gläubigers
I. Voraussetzung Art. 91
II. Wirkung
1. Bei Sachleistung
a. Recht zur Hinterlegung Art. 92
b. Recht zum Verkauf Art. 93
c. Recht zur Rücknahme Art. 94
2. Bei andern Leistungen Art. 95
F. Andere Verhinderung der Erfüllung Art. 96
Zweiter Abschnitt: Die Folgen der Nichterfüllung
A. Ausbleiben der Erfüllung
I. Ersatzpflicht des Schuldners
2. Bei Verbindlichkeit zu einem Tun oder Nichttun Art. 98
II. Mass der Haftung und Umfang des Schadenersatzes
2. Wegbedingung der Haftung Art. 100
3. Haftung für Hilfspersonen Art. 101
B. Verzug des Schuldners
I. Voraussetzung Art. 102
II. Wirkung
1. Haftung für Zufall Art. 103
2. Verzugszinse
a. Im Allgemeinen Art. 104
b. Bei Zinsen, Renten, Schenkungen Art. 105
3. Weiterer Schaden Art. 106
4. Rücktritt und Schadenersatz
a. Unter Fristansetzung Art. 107
b. Ohne Fristansetzung Art. 108
c. Wirkung des Rücktritts Art. 109
Dritter Abschnitt: Beziehungen zu dritten Personen
A. Eintritt eines Dritten Art. 110
B. Vertrag zu Lasten eines Dritten Art. 111
478 / 542
C. Vertrag zugunsten eines Dritten

II. Bei Haftpflichtversicherung Art. 113
Dritter Titel: Das Erlöschen der Obligationen

A. Erlöschen der Nebenrechte Art. 114
B. Aufhebung durch Übereinkunft Art. 115
C. Neuerung
II. Beim Kontokorrentverhältnis Art. 117
D. Vereinigung Art. 118
E. Unmöglichwerden einer Leistung Art. 119
F. Verrechnung
I. Voraussetzung
2. Bei Bürgschaft Art. 121
3. Bei Verträgen zugunsten Dritter Art. 122
4. Im Konkurse des Schuldners Art. 123
II. Wirkung der Verrechnung Art. 124
III. Fälle der Ausschliessung Art. 125
IV. Verzicht Art. 126
G. Verjährung
I. Fristen
1. Zehn Jahre Art. 127
2. Fünf Jahre Art. 128
2a. Zwanzig Jahre Art. 128a
3. Unabänderlichkeit der Fristen Art. 129
4. Beginn der Verjährung
b. Bei periodischen Leistungen Art. 131
5. Berechnung der Fristen Art. 132
II. Wirkung auf Nebenansprüche Art. 133
III. Hinderung und Stillstand der Verjährung Art. 134
IV. Unterbrechung der Verjährung
1. Unterbrechungsgründe Art. 135
2. Wirkung der Unterbrechung unter Mitverpflichteten Art. 136
3. Beginn einer neuen Frist
a. Bei Anerkennung und Urteil Art. 137
479 / 542
b. Bei Handlungen des Gläubigers Art. 138

V. Verjährung des Regressanspruchs Art. 139
VI. Verjährung bei Fahrnispfandrecht Art. 140
VII. Verzicht auf die Verjährungseinrede Art. 141
VIII. Geltendmachung Art. 142
Vierter Titel: Besondere Verhältnisse bei Obligationen

Erster Abschnitt: Die Solidarität
A. Solidarschuld
I. Entstehung Art. 143
II. Verhältnis zwischen Gläubiger und Schuldner
1. Wirkung
a. Haftung der Schuldner Art. 144
b. Einreden der Schuldner Art. 145
c. Persönliche Handlung des Einzelnen Art. 146
2. Erlöschen der Solidarschuld Art. 147
III. Verhältnis unter den Solidarschuldnern
1. Beteiligung Art. 148
2. Übergang der Gläubigerrechte Art. 149
B. Solidarforderung Art. 150
Zweiter Abschnitt: Die Bedingungen
A. Aufschiebende Bedingung
II. Zustand bei schwebender Bedingung Art. 152
III. Nutzen in der Zwischenzeit Art. 153
B. Auflösende Bedingung Art. 154
C. Gemeinsame Vorschriften
I. Erfüllung der Bedingung Art. 155
II. Verhinderung wider Treu und Glauben Art. 156
III. Unzulässige Bedingungen Art. 157
Dritter Abschnitt:
Haft- und Reugeld. Lohnabzüge. Konventionalstrafe
A. Haft- und Reugeld Art. 158
B. Aufgehoben Art. 159
C. Konventionalstrafe
I. Recht des Gläubigers
1. Verhältnis der Strafe zur Vertragserfüllung Art. 160
480 / 542
2. Verhältnis der Strafe zum Schaden Art. 161

3. Verfall von Teilzahlungen Art. 162
II. Höhe, Ungültigkeit und Herabsetzung der Strafe Art. 163
Fünfter Titel:
Die Abtretung von Forderungen und die Schuldübernahme
A. Abtretung von Forderungen
I. Erfordernisse
1. Freiwillige Abtretung
a. Zulässigkeit Art. 164
b. Form des Vertrages Art. 165
2. Übergang kraft Gesetzes oder Richterspruchs Art. 166
II. Wirkung der Abtretung
1. Stellung des Schuldners
a. Zahlung in gutem Glauben Art. 167
b. Verweigerung der Zahlung und Hinterlegung Art. 168
c. Einreden des Schuldners Art. 169
2. Übergang der Vorzugs- und Nebenrechte, Urkunden und
Beweismittel Art. 170
3. Gewährleistung
b. Bei Abtretung zahlungshalber Art. 172
c. Umfang der Haftung Art. 173
III. Besondere Bestimmungen Art. 174
B. Schuldübernahme
I. Schuldner und Schuldübernehmer Art. 175
II. Vertrag mit dem Gläubiger
1. Antrag und Annahme Art. 176
2. Wegfall des Antrags Art. 177
III. Wirkung des Schuldnerwechsels
1. Nebenrechte Art. 178
2. Einreden Art. 179
IV. Dahinfallen des Schuldübernahmevertrages Art. 180
V. Übernahme eines Vermögens oder eines Geschäftes Art. 181
VI. Aufgehoben Art. 182
VII. Erbteilung und Grundstückkauf Art. 183
481 / 542
Zweite Abteilung: Die einzelnen Vertragsverhältnisse

Sechster Titel: Kauf und Tausch
Erster Abschnitt: Allgemeine Bestimmungen
A. Rechte und Pflichten im Allgemeinen Art. 184
B. Nutzen und Gefahr Art. 185
C. Vorbehalt der kantonalen Gesetzgebung Art. 186
Zweiter Abschnitt: Der Fahrniskauf
A. Gegenstand Art. 187
B. Verpflichtungen des Verkäufers
I. Übergabe
1. Kosten der Übergabe Art. 188
2. Transportkosten Art. 189
3. Verzug in der Übergabe
a. Rücktritt im kaufmännischen Verkehr Art. 190
b. Schadenersatzpflicht und Schadenberechnung Art. 191
II. Gewährleistung des veräusserten Rechtes
1. Verpflichtung zur Gewährleistung Art. 192
2. Verfahren
a. Streitverkündung Art. 193
b. Herausgabe ohne richterliche Entscheidung Art. 194
3. Ansprüche des Käufers
a. Bei vollständiger Entwehrung Art. 195
b. Bei teilweiser Entwehrung Art. 196
c. Bei Kulturgütern Art. 196a
III. Gewährleistung wegen Mängel der Kaufsache
1. Gegenstand der Gewährleistung
b. Beim Viehhandel Art. 198
2. Wegbedingung Art. 199
3. Vom Käufer gekannte Mängel Art. 200
4. Mängelrüge
b. Beim Viehhandel Art. 202
5. Absichtliche Täuschung Art. 203
6. Verfahren bei Übersendung von anderem Ort Art. 204
7. Inhalt der Klage des Käufers
482 / 542
a. Wandelung oder Minderung Art. 205

b. Ersatzleistung Art. 206
c. Wandelung bei Untergang der Sache Art. 207
8. Durchführung der Wandelung
b. Bei einer Mehrheit von Kaufsachen Art. 209
9. Verjährung Art. 210
C. Verpflichtungen des Käufers
I. Zahlung des Preises und Annahme der Kaufsache Art. 211
II. Bestimmung des Kaufpreises Art. 212
III. Fälligkeit und Verzinsung des Kaufpreises Art. 213
IV. Verzug des Käufers
1. Rücktrittsrecht des Verkäufers Art. 214
2. Schadenersatz und Schadenberechnung Art. 215
Dritter Abschnitt: Der Grundstückkauf
A. Formvorschriften Art. 216
Abis. Befristung und Vormerkung Art. 216a
Ater. Vererblichkeit und Abtretung Art. 216b
Aquater. Vorkaufsrechte I. Vorkaufsfall Art. 216c
II. Wirkungen des Vorkaufsfalls, Bedingungen Art. 216d
III. Ausübung, Verwirkung Art. 216e
B. Bedingter Kauf und Eigentumsvorbehalt Art. 217
C. Landwirtschaftliche Grundstücke Art. 218
D. Gewährleistung Art. 219
E. Nutzen und Gefahr Art. 220
F. Verweisung auf den Fahrniskauf Art. 221
Vierter Abschnitt: Besondere Arten des Kaufes
A. Kauf nach Muster Art. 222
B. Kauf auf Probe oder auf Besicht
I. Bedeutung Art. 223
II. Prüfung beim Verkäufer Art. 224
III. Prüfung beim Käufer Art. 225
Aufgehoben Art. 226
C. Aufgehoben Art. 226a–228
483 / 542
D. Versteigerung
I. Abschluss des Kaufes Art. 229
II. Anfechtung Art. 230
III. Gebundenheit des Bietenden
2. Bei Grundstücken Art. 232
IV. Barzahlung Art. 233
V. Gewährleistung Art. 234
VI. Eigentumsübergang Art. 235
VII. Kantonale Vorschriften Art. 236
Fünfter Abschnitt: Der Tauschvertrag
A. Verweisung auf den Kauf Art. 237
B. Gewährleistung Art. 238
Siebenter Titel: Die Schenkung
A. Inhalt der Schenkung Art. 239
B. Persönliche Fähigkeit
I. Des Schenkers Art. 240
II. Des Beschenkten Art. 241
C. Errichtung der Schenkung
I. Schenkung von Hand zu Hand Art. 242
II. Schenkungsversprechen Art. 243
III. Bedeutung der Annahme Art. 244
D. Bedingungen und Auflagen
II. Vollziehung der Auflagen Art. 246
III. Verabredung des Rückfalls Art. 247
E. Verantwortlichkeit des Schenkers Art. 248
F. Aufhebung der Schenkung
I. Rückforderung der Schenkung Art. 249
II. Widerruf und Hinfälligkeit des Schenkungsversprechens Art. 250
III. Verjährung und Klagerecht der Erben Art. 251
IV. Tod des Schenkers Art. 252
484 / 542
Achter Titel: Die Miete

A. Begriff und Geltungsbereich
I. Begriff Art. 253
II. Geltungsbereich
1. Wohn- und Geschäftsräume Art. 253a
2. Bestimmungen über den Schutz vor missbräuchlichen
Mietzinsen Art. 253b
B. Koppelungsgeschäfte Art. 254
C. Dauer des Mietverhältnisses Art. 255
D. Pflichten des Vermieters
II. Auskunftspflicht Art. 256a
III. Abgaben und Lasten Art. 256b
E. Pflichten des Mieters
I. Zahlung des Mietzinses und der Nebenkosten
1. Mietzins Art. 257
2. Nebenkosten
a. Im Allgemeinen Art. 257a
b. Wohn- und Geschäftsräume Art. 257b
3. Zahlungstermine Art. 257c
4. Zahlungsrückstand des Mieters Art. 257d
II. Sicherheiten durch den Mieter Art. 257e
III. Sorgfalt und Rücksichtnahme Art. 257f
IV. Meldepflicht Art. 257g
V. Duldungspflicht Art. 257h
F. Nichterfüllung oder mangelhafte Erfüllung des Vertrags
bei Übergabe der Sache Art. 258
G. Mängel während der Mietdauer
I. Pflicht des Mieters zu kleinen Reinigungen und Ausbesse-
rungen Art. 259
II. Rechte des Mieters
1. Im Allgemeinen Art. 259a
2. Beseitigung des Mangels
a. Grundsatz Art. 259b
b. Ausnahme Art. 259c
3. Herabsetzung des Mietzinses Art. 259d
485 / 542
4. Schadenersatz Art. 259e

5. Übernahme des Rechtsstreits Art. 259f
6. Hinterlegung des Mietzinses
a. Grundsatz Art. 259g
b. Herausgabe der hinterlegten Mietzinse Art. 259h
c. Verfahren Art. 259i
H. Erneuerungen und Änderungen
I. Durch den Vermieter Art. 260
II. Durch den Mieter Art. 260a
J. Wechsel des Eigentümers
I. Veräusserung der Sache Art. 261
II. Einräumung beschränkter dinglicher Rechte Art. 261a
III. Vormerkung im Grundbuch Art. 261b
K. Untermiete Art. 262
L. Übertragung der Miete auf einen Dritten Art. 263
M. Vorzeitige Rückgabe der Sache Art. 264
N. Verrechnung Art. 265
O. Beendigung des Mietverhältnisses
I. Ablauf der vereinbarten Dauer Art. 266
II. Kündigungsfristen und -termine
2. Unbewegliche Sachen und Fahrnisbauten Art. 266b
3. Wohnungen Art. 266c
4. Geschäftsräume Art. 266d
5. Möblierte Zimmer und Einstellplätze Art. 266e
6. Bewegliche Sachen Art. 266f
III. Ausserordentliche Kündigung
1. Aus wichtigen Gründen Art. 266g
2. Konkurs des Mieters Art. 266h
3. Tod des Mieters Art. 266i
4. Bewegliche Sachen Art. 266k
IV. Form der Kündigung bei Wohn- und Geschäftsräumen
1. Im Allgemeinen Art. 266l
2. Wohnung der Familie
a. Kündigung durch den Mieter Art. 266m
b. Kündigung durch den Vermieter Art. 266n
3. Nichtigkeit der Kündigung Art. 266o
486 / 542
P. Rückgabe der Sache

II. Prüfung der Sache und Meldung an den Mieter Art. 267a
Q. Retentionsrecht des Vermieters
I. Umfang Art. 268
II. Sachen Dritter Art. 268a
III. Geltendmachung Art. 268b
Zweiter Abschnitt:
Schutz vor missbräuchlichen Mietzinsen und andern
missbräuchlichen Forderungen des Vermieters bei der Miete
von Wohn- und Geschäftsräumen
A. Missbräuchliche Mietzinse
I. Regel Art. 269
II. Ausnahmen Art. 269a
B. Indexierte Mietzinse Art. 269b
C. Gestaffelte Mietzinse Art. 269c
D. Mietzinserhöhungen und andere einseitige Vertrags-
änderungen durch den Vermieter Art. 269d
E. Anfechtung des Mietzinses
I. Herabsetzungsbegehren
1. Anfangsmietzins Art. 270
2. Während der Mietdauer Art. 270a
II. Anfechtung von Mietzinserhöhungen und andern ein-
seitigen Vertragsänderungen Art. 270b
III. Anfechtung indexierter Mietzinse Art. 270c
IV. Anfechtung gestaffelter Mietzinse Art. 270d
F. Weitergeltung des Mietvertrages während des Anfech-
tungsverfahrens Art. 270e
Dritter Abschnitt: Kündigungsschutz bei der Miete
von Wohn- und Geschäftsräumen
A. Anfechtbarkeit der Kündigung
II. Kündigung durch den Vermieter Art. 271a
B. Erstreckung des Mietverhältnisses
I. Anspruch des Mieters Art. 272
II. Ausschluss der Erstreckung Art. 272a
III. Dauer der Erstreckung Art. 272b
487 / 542
IV. Weitergeltung des Mietvertrags Art. 272c

V. Kündigung während der Erstreckung Art. 272d
C. Fristen und Verfahren Art. 273
D. Wohnung der Familie Art. 273a
E. Untermiete Art. 273b
F. Zwingende Bestimmungen Art. 273c
Vierter Abschnitt: …
Aufgehoben Art. 274‒274g
Achter Titelbis: Die Pacht
A. Begriff und Geltungsbereich
I. Begriff Art. 275
II. Geltungsbereich
1. Wohn- und Geschäftsräume Art. 276
2. Landwirtschaftliche Pacht Art. 276a
B. Inventaraufnahme Art. 277
C. Pflichten des Verpächters
I. Übergabe der Sache Art. 278
II. Hauptreparaturen Art. 279
III. Abgaben und Lasten Art. 280
D. Pflichten des Pächters
I. Zahlung des Pachtzinses und der Nebenkosten
2. Zahlungsrückstand des Pächters Art. 282
II. Sorgfalt, Rücksichtnahme und Unterhalt
1. Sorgfalt und Rücksichtnahme Art. 283
2. Ordentlicher Unterhalt Art. 284
3. Pflichtverletzung Art. 285
III. Meldepflicht Art. 286
IV. Duldungspflicht Art. 287
E. Rechte des Pächters bei Nichterfüllung des Vertrags
und bei Mängeln Art. 288
F. Erneuerungen und Änderungen
I. Durch den Verpächter Art. 289
II. Durch den Pächter Art. 289a
G. Wechsel des Eigentümers Art. 290
488 / 542
H. Unterpacht Art. 291

J. Übertragung der Pacht auf einen Dritten Art. 292
K. Vorzeitige Rückgabe der Sache Art. 293
L. Verrechnung Art. 294
M. Beendigung des Pachtverhältnisses
I. Ablauf der vereinbarten Dauer Art. 295
II. Kündigungsfristen und -termine Art. 296
III. Ausserordentliche Beendigung
1. Aus wichtigen Gründen Art. 297
2. Konkurs des Pächters Art. 297a
3. Tod des Pächters Art. 297b
IV. Form der Kündigung bei Wohn- und Geschäftsräumen Art. 298
N. Rückgabe der Sache
II. Prüfung der Sache und Meldung an den Pächter Art. 299a
III. Ersatz von Gegenständen des Inventars Art. 299b
O. Retentionsrecht Art. 299c
P. Kündigungsschutz bei der Pacht von Wohn- und Ge-
schäftsräumen Art. 300
Q. Verfahren Art. 301
R. Viehpacht und Viehverstellung
I. Rechte und Pflichten des Einstellers Art. 302
II. Haftung Art. 303
III. Kündigung Art. 304
Neunter Titel: Die Leihe

Erster Abschnitt: Die Gebrauchsleihe
A. Begriff Art. 305
B. Wirkung
I. Gebrauchsrecht des Entlehners Art. 306
II. Kosten der Erhaltung Art. 307
III. Haftung mehrerer Entlehner Art. 308
C. Beendigung
I. Bei bestimmtem Gebrauch Art. 309
II. Bei unbestimmtem Gebrauch Art. 310
III. Beim Tod des Entlehners Art. 311
489 / 542
Zweiter Abschnitt: Das Darlehen

A. Begriff Art. 312
B. Wirkung
I. Zinse
1. Verzinslichkeit Art. 313
2. Zinsvorschriften Art. 314
II. Verjährung des Anspruchs auf Aushändigung und Annahme Art. 315
III. Zahlungsunfähigkeit des Borgers Art. 316
C. Hingabe an Geldes Statt Art. 317
D. Zeit der Rückzahlung Art. 318
Zehnter Titel: Der Arbeitsvertrag
Erster Abschnitt: Der Einzelarbeitsvertrag
A. Begriff und Entstehung
I. Begriff Art. 319
II. Entstehung Art. 320
B. Pflichten des Arbeitnehmers
I. Persönliche Arbeitspflicht Art. 321
II. Sorgfalts- und Treuepflicht Art. 321a
III. Rechenschafts- und Herausgabepflicht Art. 321b
IV. Überstundenarbeit Art. 321c
V. Befolgung von Anordnungen und Weisungen Art. 321d
VI. Haftung des Arbeitnehmers Art. 321e
C. Pflichten des Arbeitgebers
I. Lohn
1. Art und Höhe im Allgemeinen Art. 322
2. Anteil am Geschäftsergebnis Art. 322a
3. Provision
a. Entstehung Art. 322b
b. Abrechnung Art. 322c
4. Gratifikation Art. 322d
II. Ausrichtung des Lohnes
1. Zahlungsfristen und -termine Art. 323
2. Lohnrückbehalt Art. 323a
3. Lohnsicherung Art. 323b
III. Lohn bei Verhinderung an der Arbeitsleistung
1. bei Annahmeverzug des Arbeitgebers Art. 324
490 / 542
2. bei Verhinderung des Arbeitnehmers

a. Grundsatz Art. 324a
b. Ausnahmen Art. 324b
IV. Abtretung und Verpfändung von Lohnforderungen Art. 325
V. Akkordlohnarbeit
1. Zuweisung von Arbeit Art. 326
2. Akkordlohn Art. 326a
VI. Arbeitsgeräte, Material und Auslagen
1. Arbeitsgeräte und Material Art. 327
2. Auslagen
a. im Allgemeinen Art. 327a
b. Motorfahrzeug Art. 327b
c. Fälligkeit Art. 327c
VII. Schutz der Persönlichkeit des Arbeitnehmers
1. im Allgemeinen Art. 328
2. bei Hausgemeinschaft Art. 328a
3. bei der Bearbeitung von Personendaten Art. 328b
VIII. Freizeit, Ferien und Urlaub
1. Freizeit Art. 329
2. Ferien
a. Dauer Art. 329a
b. Kürzung Art. 329b
c. Zusammenhang und Zeitpunkt Art. 329c
d. Lohn Art. 329d
3. Urlaub für ausserschulische Jugendarbeit Art. 329e
4. Mutterschaftsurlaub Art. 329f
5. Vaterschaftsurlaub Art. 329g
6. Urlaub für die Betreuung von Angehörigen Art. 329h
7. Urlaub für die Betreuung eines wegen Krankheit oder
Unfall gesundheitlich schwer beeinträchtigten Kindes Art. 329i
8. Adoptionsurlaub Art. 329j
IX. Übrige Pflichten
1. Kaution Art. 330
2. Zeugnis Art. 330a
3. Informationspflicht Art. 330b
D. Personalvorsorge
I. Pflichten des Arbeitgebers Art. 331
II. Beginn und Ende des Vorsorgeschutzes Art. 331a
491 / 542
III. Abtretung und Verpfändung Art. 331b

IV. Gesundheitliche Vorbehalte Art. 331c
V. Wohneigentumsförderung
1. Verpfändung Art. 331d
2. Vorbezug Art. 331e
3. Einschränkungen während einer Unterdeckung der
Vorsorgeeinrichtung Art. 331f
E. Rechte an Erfindungen und Designs Art. 332
Aufgehoben Art. 332a
F. Übergang des Arbeitsverhältnisses
1. Wirkungen Art. 333
2. Konsultation der Arbeitnehmervertretung Art. 333a
3. Betriebsübergang bei Insolvenz Art. 333b
G. Beendigung des Arbeitsverhältnisses
I. Befristetes Arbeitsverhältnis Art. 334
II. Unbefristetes Arbeitsverhältnis
1. Kündigung im Allgemeinen Art. 335
2. Kündigungsfristen
b. während der Probezeit Art. 335b
c. nach Ablauf der Probezeit Art. 335c
IIbis. Massenentlassung
1. Begriff Art. 335d
2. Geltungsbereich Art. 335e
3. Konsultation der Arbeitnehmervertretung Art. 335f
4. Verfahren Art. 335g
5. Sozialplan
a. Begriff und Grundsätze Art. 335h
b. Verhandlungspflicht Art. 335i
c. Aufstellung durch ein Schiedsgericht Art. 335j
d. Während eines Konkurs- oder eines Nachlassverfahrens Art. 335k
III. Kündigungsschutz
1. Missbräuchliche Kündigung
a. Grundsatz Art. 336
b. Sanktionen Art. 336a
c. Verfahren Art. 336b
2. Kündigung zur Unzeit
a. durch den Arbeitgeber Art. 336c
492 / 542
b. durch den Arbeitnehmer Art. 336d

IV. Fristlose Auflösung
1. Voraussetzungen
a. aus wichtigen Gründen Art. 337
b. wegen Lohngefährdung Art. 337a
2. Folgen
a. bei gerechtfertigter Auflösung Art. 337b
b. bei ungerechtfertigter Entlassung Art. 337c
c. bei ungerechtfertigtem Nichtantritt oder Verlassen der Ar-
beitsstelle Art. 337d
V. Tod des Arbeitnehmers oder des Arbeitgebers
1. Tod des Arbeitnehmers Art. 338
2. Tod des Arbeitgebers Art. 338a
VI. Folgen der Beendigung des Arbeitsverhältnisses
1. Fälligkeit der Forderungen Art. 339
2. Rückgabepflichten Art. 339a
3. Abgangsentschädigung
a. Voraussetzungen Art. 339b
b. Höhe und Fälligkeit Art. 339c
c. Ersatzleistungen Art. 339d
VII. Konkurrenzverbot
1. Voraussetzungen Art. 340
2. Beschränkungen Art. 340a
3. Folgen der Übertretung Art. 340b
4. Wegfall Art. 340c
H. Unverzichtbarkeit und Verjährung Art. 341
I. Vorbehalt und zivilrechtliche Wirkungen des öffentli-
chen Rechts Art. 342
Aufgehoben Art. 343
Zweiter Abschnitt: Besondere Einzelarbeitsverträge
A. Der Lehrvertrag
I. Begriff und Entstehung
1. Begriff Art. 344
2. Entstehung und Inhalt Art. 344a
II. Wirkungen
1. Besondere Pflichten der lernenden Person und ihrer
gesetzlichen Vertretung Art. 345
2. Besondere Pflichten des Arbeitgebers Art. 345a
493 / 542
III. Beendigung
1. Vorzeitige Auflösung Art. 346
2. Lehrzeugnis Art. 346a
B. Der Handelsreisendenvertrag
1. Begriff Art. 347
2. Entstehung und Inhalt Art. 347a
II. Pflichten und Vollmachten des Handelsreisenden
1. Besondere Pflichten Art. 348
2. Delcredere Art. 348a
3. Vollmachten Art. 348b
III. Besondere Pflichten des Arbeitgebers
1. Tätigkeitskreis Art. 349
2. Lohn
b. Provision Art. 349b
c. bei Verhinderung an der Reisetätigkeit Art. 349c
3. Auslagen Art. 349d
4. Retentionsrecht Art. 349e
IV. Beendigung
1. Besondere Kündigung Art. 350
2. Besondere Folgen Art. 350a
C. Der Heimarbeitsvertrag
1. Begriff Art. 351
2. Bekanntgabe der Arbeitsbedingungen Art. 351a
II. Besondere Pflichten des Arbeitnehmers
1. Ausführung der Arbeit Art. 352
2. Material und Arbeitsgeräte Art. 352a
III. Besondere Pflichten des Arbeitgebers
1. Abnahme des Arbeitserzeugnisses Art. 353
2. Lohn
a. Ausrichtung des Lohnes Art. 353a
b. Lohn bei Verhinderung an der Arbeitsleistung Art. 353b
IV. Beendigung Art. 354
D. Anwendbarkeit der allgemeinen Vorschriften
Art. 355
494 / 542
Dritter Abschnitt: Gesamtarbeitsvertrag und

Normalarbeitsvertrag
A. Gesamtarbeitsvertrag
I. Begriff, Inhalt, Form und Dauer
1. Begriff und Inhalt Art. 356
2. Freiheit der Organisation und der Berufsausübung Art. 356a
3. Anschluss Art. 356b
4. Form und Dauer Art. 356c
II. Wirkungen
1. auf die beteiligten Arbeitgeber und Arbeitnehmer Art. 357
2. unter den Vertragsparteien Art. 357a
3. gemeinsame Durchführung Art. 357b
III. Verhältnis zum zwingenden Recht Art. 358
B. Normalarbeitsvertrag
I. Begriff und Inhalt Art. 359
II. Zuständigkeit und Verfahren Art. 359a
III. Wirkungen Art. 360
IV. Mindestlöhne
1. Voraussetzungen Art. 360a
2. Tripartite Kommissionen Art. 360b
3. Amtsgeheimnis Art. 360c
4. Wirkungen Art. 360d
5. Klagerecht der Verbände Art. 360e
6. Meldung Art. 360f
Vierter Abschnitt: Zwingende Vorschriften
A. Unabänderlichkeit zuungunsten des Arbeitgebers und
des Arbeitnehmers Art. 361
B. Unabänderlichkeit zuungunsten des Arbeitnehmers Art. 362
Elfter Titel: Der Werkvertrag
A. Begriff Art. 363
B. Wirkungen
I. Pflichten des Unternehmers
2. Betreffend den Stoff Art. 365
3. Rechtzeitige Vornahme und vertragsgemässe Ausführung
der Arbeit Art. 366
495 / 542
4. Haftung für Mängel

a. Feststellung der Mängel Art. 367
b. Recht des Bestellers bei Mängeln Art. 368
c. Verantwortlichkeit des Bestellers Art. 369
d. Genehmigung des Werkes Art. 370
e. Verjährung Art. 371
II. Pflichten des Bestellers
1. Fälligkeit der Vergütung Art. 372
2. Höhe der Vergütung
a. Feste Übernahme Art. 373
b. Festsetzung nach dem Wert der Arbeit Art. 374
C. Beendigung
I. Rücktritt wegen Überschreitung des Kostenansatzes Art. 375
II. Untergang des Werkes Art. 376
III. Rücktritt des Bestellers gegen Schadloshaltung Art. 377
IV. Unmöglichkeit der Erfüllung aus Verhältnissen des
Bestellers Art. 378
V. Tod und Unfähigkeit des Unternehmers Art. 379
Zwölfter Titel: Der Verlagsvertrag

A. Begriff Art. 380
B. Wirkungen
I. Übertragung des Urheberrechts und Gewährleistung Art. 381
II. Verfügung des Verlaggebers Art. 382
III. Bestimmung der Auflagen Art. 383
IV. Vervielfältigung und Vertrieb Art. 384
V. Verbesserungen und Berichtigungen Art. 385
VI. Gesamtausgaben und Einzelausgaben Art. 386
VII. Übersetzungsrecht Art. 387
VIII. Honorar des Verlaggebers
1. Höhe des Honorars Art. 388
2. Fälligkeit Abrechnung und Freiexemplare Art. 389
C. Beendigung
I. Untergang des Werkes Art. 390
II. Untergang der Auflage Art. 391
III. Endigungsgründe in der Person des Urhebers und des
Verlegers Art. 392
D. Bearbeitung eines Werkes nach Plan des Verlegers Art. 393
496 / 542
Dreizehnter Titel: Der Auftrag

Erster Abschnitt: Der einfache Auftrag
A. Begriff Art. 394
B. Entstehung Art. 395
C. Wirkungen
I. Umfang des Auftrages Art. 396
II. Verpflichtungen des Beauftragten
1. Vorschriftsgemässe Ausführung Art. 397
1bis. Meldepflicht Art. 397a
2. Haftung für getreue Ausführung
b. Bei Übertragung der Besorgung auf einen Dritten Art. 399
3. Rechenschaftsablegung Art. 400
4. Übergang der erworbenen Rechte Art. 401
III. Verpflichtungen des Auftraggebers Art. 402
IV. Haftung mehrerer Art. 403
D. Beendigung
I. Gründe
1. Widerruf, Kündigung Art. 404
2. Tod, Handlungsunfähigkeit, Konkurs Art. 405
II. Wirkung des Erlöschens Art. 406
Erster Abschnittbis: Auftrag zur Ehe- oder zur
Partnerschaftsvermittlung
A. Begriff und anwendbares Recht Art. 406a
B. Vermittlung von oder an Personen aus dem Ausland
I. Kosten der Rückreise Art. 406b
II. Bewilligungspflicht Art. 406c
C. Form und Inhalt Art. 406d
D. Inkrafttreten, Widerruf, Kündigung Art. 406e
E. Aufgehoben Art. 406f
F. Information und Datenschutz Art. 406g
G. Herabsetzung Art. 406h
497 / 542
Zweiter Abschnitt: Der Kreditbrief und der Kreditauftrag

A. Kreditbrief Art. 407
B. Kreditauftrag
I. Begriff und Form Art. 408
II. Vertragsunfähigkeit des Dritten Art. 409
III. Eigenmächtige Stundung Art. 410
IV. Kreditnehmer und Auftraggeber Art. 411
Dritter Abschnitt: Der Mäklervertrag
A. Begriff und Form Art. 412
B. Mäklerlohn
I. Begründung Art. 413
II. Festsetzung Art. 414
III. Verwirkung Art. 415
IV. Aufgehoben Art. 416
V. Herabsetzung Art. 417
C. Vorbehalt kantonalen Rechtes Art. 418
Vierter Abschnitt: Der Agenturvertrag
A. Allgemeines
I. Begriff Art. 418a
II. Anwendbares Recht Art. 418b
B. Pflichten des Agenten
I. Allgemeines und Delcredere Art. 418c
II. Geheimhaltungspflicht und Konkurrenzverbot Art. 418d
C. Vertretungsbefugnis Art. 418e
D. Pflichten des Auftraggebers
I. Im Allgemeinen Art. 418f
II. Provision
1. Vermittlungs- und Abschlussprovision
a. Umfang und Entstehung Art. 418g
b. Dahinfallen Art. 418h
c. Fälligkeit Art. 418i
d. Abrechnung Art. 418k
2. Inkassoprovision Art. 418l
III. Verhinderung an der Tätigkeit Art. 418m
IV. Kosten und Auslagen Art. 418n
V. Retentionsrecht Art. 418o
498 / 542
E. Beendigung
I. Zeitablauf Art. 418p
II. Kündigung
1. Im Allgemeinen Art. 418q
2. Aus wichtigen Gründen Art. 418r
III. Tod, Handlungsunfähigkeit, Konkurs Art. 418s
IV. Ansprüche des Agenten
1. Provision Art. 418t
2. Entschädigung für die Kundschaft Art. 418u
V. Rückgabepflichten Art. 418v
Vierzehnter Titel: Die Geschäftsführung ohne Auftrag

A. Stellung des Geschäftsführers
I. Art der Ausführung Art. 419
II. Haftung des Geschäftsführers im Allgemeinen Art. 420
III. Haftung des vertragsunfähigen Geschäftsführers Art. 421
B. Stellung des Geschäftsherrn
I. Geschäftsführung im Interesse des Geschäftsherrn Art. 422
II. Geschäftsführung im Interesse des Geschäftsführers Art. 423
III. Genehmigung der Geschäftsführung Art. 424
Fünfzehnter Titel: Die Kommission

A. Einkaufs- und Verkaufskommission
I. Begriff Art. 425
II. Pflichten des Kommissionärs
1. Anzeigepflicht, Versicherung Art. 426
2. Behandlung des Kommissionsgutes Art. 427
3. Preisansatz des Kommittenten Art. 428
4. Vorschuss- und Kreditgewährung an Dritte Art. 429
5. Delcredere-Stehen Art. 430
III. Rechte des Kommissionärs
1. Ersatz für Vorschüsse und Auslagen Art. 431
2. Provision
a. Anspruch Art. 432
b. Verwirkung und Umwandlung in Eigengeschäft Art. 433
3. Retentionsrecht Art. 434
4. Versteigerung des Kommissionsgutes Art. 435
5. Eintritt als Eigenhändler
a. Preisberechnung und Provision Art. 436
499 / 542
b. Vermutung des Eintrittes Art. 437

c. Wegfall des Eintrittsrechtes Art. 438
B. Speditionsvertrag Art. 439
Sechzehnter Titel: Der Frachtvertrag
A. Begriff Art. 440
B. Wirkungen
I. Stellung des Absenders
1. Notwendige Angaben Art. 441
2. Verpackung Art. 442
3. Verfügung über das reisende Gut Art. 443
II. Stellung des Frachtführers
1. Behandlung des Frachtgutes
a. Verfahren bei Ablieferungshindernissen Art. 444
b. Verkauf Art. 445
c. Verantwortlichkeit Art. 446
2. Haftung des Frachtführers
a. Verlust und Untergang des Gutes Art. 447
b. Verspätung, Beschädigung, teilweiser Untergang Art. 448
c. Haftung für Zwischenfrachtführer Art. 449
3. Anzeigepflicht Art. 450
4. Retentionsrecht Art. 451
5. Verwirkung der Haftungsansprüche Art. 452
6. Verfahren Art. 453
7. Verjährung der Ersatzklagen Art. 454
C. Staatlich genehmigte und staatliche Transportanstalten Art. 455
D. Mitwirkung einer öffentlichen Transportanstalt Art. 456
E. Haftung des Spediteurs Art. 457
Siebzehnter Titel: Die Prokura und andere
Handlungsvollmachten
A. Prokura
I. Begriff und Bestellung Art. 458
II. Umfang der Vollmacht Art. 459
III. Beschränkbarkeit Art. 460
IV. Löschung der Prokura Art. 461
B. Andere Handlungsvollmachten Art. 462
C. Aufgehoben Art. 463
500 / 542
D. Konkurrenzverbot Art. 464

E. Erlöschen der Prokura und der andern Handlungs-
vollmachten Art. 465
Achtzehnter Titel: Die Anweisung
A. Begriff Art. 466
B. Wirkungen
I. Verhältnis des Anweisenden zum Anweisungsempfänger Art. 467
II. Verpflichtung des Angewiesenen Art. 468
III. Anzeigepflicht bei nicht erfolgter Zahlung Art. 469
C. Widerruf Art. 470
D. Anweisung bei Wertpapieren Art. 471
Neunzehnter Titel: Der Hinterlegungsvertrag
A. Hinterlegung im Allgemeinen
I. Begriff Art. 472
II. Pflichten des Hinterlegers Art. 473
III. Pflichten des Aufbewahrers
1. Verbot des Gebrauchs Art. 474
2. Rückgabe
a. Recht des Hinterlegers Art. 475
b. Rechte des Aufbewahrers Art. 476
c. Ort der Rückgabe Art. 477
3. Haftung mehrerer Aufbewahrer Art. 478
4. Eigentumsansprüche Dritter Art. 479
IV. Sequester Art. 480
B. Die Hinterlegung vertretbarer Sachen Art. 481
C. Lagergeschäft
I. Berechtigung zur Ausgabe von Warenpapieren Art. 482
II. Aufbewahrungspflicht des Lagerhalters Art. 483
III. Vermengung der Güter Art. 484
IV. Anspruch des Lagerhalters Art. 485
V. Rückgabe der Güter Art. 486
D. Gast- und Stallwirte
I. Haftung der Gastwirte
1. Voraussetzung und Umfang Art. 487
2. Haftung für Kostbarkeiten insbesondere Art. 488
3. Aufhebung der Haftung Art. 489
501 / 542
II. Haftung der Stallwirte Art. 490

III. Retentionsrecht Art. 491
Zwanzigster Titel: Die Bürgschaft

A. Voraussetzungen
I. Begriff Art. 492
II. Form Art. 493
III. Zustimmung des Ehegatten Art. 494
B. Inhalt
I. Besonderheiten der einzelnen Bürgschaftsarten
1. Einfache Bürgschaft Art. 495
2. Solidarbürgschaft Art. 496
3. Mitbürgschaft Art. 497
4. Nachbürgschaft und Rückbürgschaft Art. 498
II. Gemeinsamer Inhalt
1. Verhältnis des Bürgen zum Gläubiger
a. Umfang der Haftung Art. 499
b. Gesetzliche Verringerung des Haftungsbetrages Art. 500
c. Belangbarkeit des Bürgen Art. 501
d. Einreden Art. 502
e. Sorgfalts- und Herausgabepflicht des Gläubigers Art. 503
f. Anspruch auf Zahlungsannahme Art. 504
g. Mitteilungspflicht des Gläubigers und Anmeldung im
Konkurs und Nachlassverfahren des Schuldners Art. 505
2. Verhältnis des Bürgen zum Hauptschuldner
a. Recht auf Sicherstellung und Befreiung Art. 506
b. Das Rückgriffsrecht des Bürgen.
aa. Im Allgemeinen Art. 507
bb. Anzeigepflicht des Bürgen Art. 508
C. Beendigung der Bürgschaft
I. Dahinfallen von Gesetzes wegen Art. 509
II. Bürgschaft auf Zeit; Rücktritt Art. 510
III. Unbefristete Bürgschaft Art. 511
IV. Amts- und Dienstbürgschaft Art. 512
Einundzwanzigster Titel: Spiel und Wette

A. Unklagbarkeit der Forderung Art. 513
B. Schuldverschreibungen und freiwillige Zahlung Art. 514
C. Lotterie- und Ausspielgeschäfte Art. 515
502 / 542
D. Spiel in Spielbanken, Darlehen von Spielbanken Art. 515a

Zweiundzwanzigster Titel:
Der Leibrentenvertrag und die Verpfründung
A. Leibrentenvertrag
I. Inhalt Art. 516
II. Form der Entstehung Art. 517
III. Rechte des Gläubigers
1. Geltendmachung des Anspruchs Art. 518
2. Übertragbarkeit Art. 519
IV. Leibrenten nach dem Gesetz über den Versicherungsver-
trag Art. 520
B. Verpfründung
I. Begriff Art. 521
II. Entstehung
1. Form Art. 522
2. Sicherstellung Art. 523
III. Inhalt Art. 524
IV. Anfechtung und Herabsetzung Art. 525
V. Aufhebung
1. Kündigung Art. 526
2. Einseitige Aufhebung Art. 527
3. Aufhebung beim Tod des Pfrundgebers Art. 528
VI. Unübertragbarkeit, Geltendmachung bei Konkurs und
Pfändung Art. 529
Dreiundzwanzigster Titel: Die einfache Gesellschaft

A. Begriff Art. 530
B. Verhältnis der Gesellschafter unter sich
I. Beiträge Art. 531
II. Gewinn und Verlust
1. Gewinnteilung Art. 532
2. Gewinn- und Verlustbeteiligung Art. 533
III. Gesellschaftsbeschlüsse Art. 534
IV. Geschäftsführung Art. 535
V. Verantwortlichkeit unter sich
1. Konkurrenzverbot Art. 536
2. Ansprüche aus der Tätigkeit für die Gesellschaft Art. 537
3. Mass der Sorgfalt Art. 538
503 / 542
VI. Entzug und Beschränkung der Geschäftsführung Art. 539

VII. Geschäftsführende und nicht geschäftsführende Gesell-
schafter
2. Einsicht in die Gesellschaftsangelegenheiten Art. 541
VIII. Aufnahme neuer Gesellschafter und Unterbeteiligung Art. 542
C. Verhältnis der Gesellschafter gegenüber Dritten
I. Vertretung Art. 543
II. Wirkung der Vertretung Art. 544
D. Beendigung der Gesellschaft
I. Auflösungsgründe
2. Gesellschaft auf unbestimmte Dauer Art. 546
II. Wirkung der Auflösung auf die Geschäftsführung Art. 547
III. Liquidation
1. Behandlung der Einlagen Art. 548
2. Verteilung von Überschuss und Fehlbetrag Art. 549
3. Vornahme der Auseinandersetzung Art. 550
IV. Haftung gegenüber Dritten Art. 551
Dritte Abteilung:
Die Handelsgesellschaften und die Genossenschaft
Vierundzwanzigster Titel: Die Kollektivgesellschaft
Erster Abschnitt: Begriff und Errichtung
A. Kaufmännische Gesellschaft Art. 552
B. Nichtkaufmännische Gesellschaft Art. 553
C. Registereintrag
I. Ort der Eintragung Art. 554
II. Vertretung Art. 555
III. Formelle Erfordernisse Art. 556
Zweiter Abschnitt:
Verhältnis der Gesellschafter unter sich
A. Vertragsfreiheit, Verweisung auf die einfache Gesell-
schaft Art. 557
B. Rechnungslegung Art. 558
C. Anspruch auf Gewinn, Zinse und Honorar Art. 559
504 / 542
D. Verluste Art. 560

E. Konkurrenzverbot Art. 561
Dritter Abschnitt: Verhältnis der Gesellschaft zu Dritten
A. Im Allgemeinen Art. 562
B. Vertretung
I. Grundsatz Art. 563
II. Umfang Art. 564
III. Entziehung Art. 565
IV. Prokura und Handlungsvollmacht Art. 566
V. Rechtsgeschäfte und Haftung aus unerlaubten Handlungen Art. 567
C. Stellung der Gesellschaftsgläubiger
I. Haftung der Gesellschafter Art. 568
II. Haftung neu eintretender Gesellschafter Art. 569
III. Konkurs der Gesellschaft Art. 570
IV. Konkurs von Gesellschaft und Gesellschaftern Art. 571
D. Stellung der Privatgläubiger eines Gesellschafters Art. 572
E. Verrechnung Art. 573
Vierter Abschnitt: Auflösung und Ausscheiden
B. Kündigung durch Gläubiger eines Gesellschafters Art. 575
C. Ausscheiden von Gesellschaftern
I. Übereinkommen Art. 576
II. Ausschliessung durch das Gericht Art. 577
III. Durch die übrigen Gesellschafter Art. 578
IV. Bei zwei Gesellschaftern Art. 579
V. Festsetzung des Betrages Art. 580
VI. Eintragung Art. 581
D. Mängel in der Organisation der Gesellschaft Art. 581a
Fünfter Abschnitt: Liquidation
A. Grundsatz Art. 582
B. Liquidatoren Art. 583
C. Vertretung von Erben Art. 584
D. Rechte und Pflichten der Liquidatoren Art. 585
E. Vorläufige Verteilung Art. 586
505 / 542
F. Auseinandersetzung
I. Bilanz Art. 587
II. Rückzahlung des Kapitals und Verteilung des Überschusses Art. 588
G. Löschung im Handelsregister Art. 589
H. Aufbewahrung der Bücher und Papiere Art. 590
Sechster Abschnitt: Verjährung
A. Gegenstand und Frist Art. 591
B. Besondere Fälle Art. 592
C. Unterbrechung Art. 593
Fünfundzwanzigster Titel:
Die Kommanditgesellschaft
A. Kaufmännische Gesellschaft Art. 594
B. Nichtkaufmännische Gesellschaft Art. 595
C. Registereintrag
I. Ort der Eintragung und Sacheinlagen Art. 596
II. Formelle Erfordernisse Art. 597
Zweiter Abschnitt:
Verhältnis der Gesellschafter unter sich
A. Vertragsfreiheit. Verweisung auf die Kollek-
tivgesellschaft Art. 598
B. Geschäftsführung Art. 599
C. Stellung des Kommanditärs Art. 600
D. Gewinn- und Verlustbeteiligung Art. 601
Dritter Abschnitt: Verhältnis der Gesellschaft zu Dritten
B. Vertretung Art. 603
C. Haftung des unbeschränkt haftenden Gesellschafters Art. 604
D. Haftung des Kommanditärs
I. Handlungen für die Gesellschaft Art. 605
II. Mangelnder Eintrag Art. 606
III. Aufgehoben Art. 607
IV. Umfang der Haftung Art. 608
V. Verminderung der Kommanditsumme Art. 609
506 / 542
VI. Klagerecht der Gläubiger Art. 610

VII. Bezug von Zinsen und Gewinn Art. 611
VIII. Eintritt in eine Gesellschaft Art. 612
E. Stellung der Privatgläubiger Art. 613
F. Verrechnung Art. 614
G. Konkurs
II. Konkurs der Gesellschaft Art. 616
III. Vorgehen gegen den unbeschränkt haftenden
Gesellschafter Art. 617
IV. Konkurs des Kommanditärs Art. 618
Vierter Abschnitt: Auflösung, Liquidation, Verjährung
Art. 619
Sechsundzwanzigster Titel: Die Aktiengesellschaft

A. Begriff Art. 620
B. Aktienkapital Art. 621
C. Aktien
I. Arten Art. 622
II. Zerlegung und Zusammenlegung Art. 623
III. Ausgabebetrag Art. 624
Aufgehoben Art. 625
D. Gesetzlich vorgeschriebener Inhalt der Statuten Art. 626
Aufgehoben Art. 627
Aufgehoben Art. 628
E. Gründung
I. Errichtungsakt
1. Inhalt Art. 629
2. Aktienzeichnung Art. 630
II. Belege Art. 631
III. Einlagen
1. Mindesteinlage Art. 632
2. Leistung der Einlagen
a. Einzahlungen Art. 633
b. Sacheinlagen Art. 634
c. Verrechnung mit einer Forderung Art. 634a
507 / 542
d. Nachträgliche Leistung Art. 634b

3. Prüfung der Einlagen
a. Gründungsbericht Art. 635
b. Prüfungsbestätigung Art. 635a
IV. Besondere Vorteile Art. 636
Aufgehoben Art. 637–639
F. Eintragung ins Handelsregister
I. Gesellschaft Art. 640
II. Aufgehoben Art. 641
III. Aufgehoben Art. 642
G. Erwerb der Persönlichkeit
I. Zeitpunkt; mangelnde Voraussetzungen Art. 643
II. Nichtigkeit von Aktien, die vor der Eintragung ausgegeben
werden Art. 644
III. Vor der Eintragung eingegangene Verpflichtungen Art. 645
Aufgehoben Art. 646
H. Statutenänderung Art. 647
Aufgehoben Art. 648 und 649
I. Erhöhung und Herabsetzung des Aktienkapitals
I. Ordentliche Kapitalerhöhung
1. Beschluss der Generalversammlung Art. 650
Aufgehoben Art. 651
2. Aktienzeichnung Art. 652
3. Bezugsrecht und Ausgabebetrag Art. 652b
4. Leistung der Einlagen Art. 652c
5. Erhöhung aus Eigenkapital Art. 652d
6. Kapitalerhöhungsbericht Art. 652e
7. Prüfungsbestätigung Art. 652f
8. Statutenänderung und Feststellungen des Verwaltungsrats Art. 652g
9. Nichtigkeit von Aktien, die vor der Eintragung
ausgegeben werden Art. 652h
II. Erhöhung aus bedingtem Kapital
1. Grundsatz Art. 653
2. Schranken Art. 653a
3. Statutarische Grundlage Art. 653b
4. Schutz der Aktionäre Art. 653c
508 / 542
5. Schutz der Wandel- oder Optionsberechtigten Art. 653d

6. Durchführung der Kapitalerhöhung
a. Ausübung der Rechte; Einlage Art. 653e
b. Prüfungsbestätigung Art. 653f
c. Statutenänderung und Feststellungen des Verwaltungsrats Art. 653g
Aufgehoben Art. 653h
7. Streichung Art. 653i
III. Herabsetzung des Aktienkapitals
1. Ordentliche Kapitalherabsetzung
a. Grundsätze Art. 653j
b. Sicherstellung von Forderungen Art. 653k
c. Zwischenabschluss Art. 653l
d. Prüfungsbestätigung Art. 653m
e. Beschluss der Generalversammlung Art. 653n
f. Änderung der Statuten und Feststellungen des
Verwaltungsrats; Eintragung in das Handelsregister Art. 653o
2. Kapitalherabsetzung im Falle einer Unterbilanz Art. 652p
3. Gleichzeitige Herabsetzung und Erhöhung des
Aktienkapitals
a. Grundsatz Art. 653q
b. Vernichtung von Aktien Art. 653r
IV. Kapitalband
1. Ermächtigung Art. 654s
2. Statutarische Grundlagen Art. 654t
3. Erhöhung und Herabsetzung des Aktienkapitals innerhalb
des Kapitalbands Art. 654u
4. Erhöhung oder Herabsetzung des Aktienkapitals durch die
Generalversammlung Art. 654v
V. Vorzugsaktien
1. Voraussetzungen Art. 654
Aufgehoben Art. 655
2. Stellung der Vorzugsaktien Art. 656
J. Partizipationsscheine
I. Begriff; anwendbare Vorschriften Art. 656a
II. Partizipations- und Aktienkapital Art. 656b
III. Rechtsstellung des Partizipanten
1. Im Allgemeinen Art. 656c
2. Bekanntgabe der Einberufung und Information über
Generalversammlungsbeschlüsse Art. 656d
509 / 542
3. Vertretung im Verwaltungsrat Art. 656e

4. Vermögensrechte
a. Im Allgemeinen Art. 656f
b. Bezugsrechte Art. 656g
K. Genussscheine Art. 657
Aufgehoben Art. 658
L. Eigene Aktien
I. Voraussetzungen und Einschränkungen des Erwerbs Art. 659
II. Folgen des Erwerbs Art. 659a
III. Eigene Aktien im Konzern Art. 659b
Zweiter Abschnitt: Rechte und Pflichten der Aktionäre
A. Recht auf Gewinn- und Liquidationsanteil
II. Berechnungsart Art. 661
Aufgehoben Art. 662–663b
B. …
Aufgehoben Art. 663bbis–670
C. Reserven
I. Gesetzliche Kapitalreserve Art. 671
Aufgehoben Art. 671a und 671b
II. Gesetzliche Gewinnreserve Art. 672
III. Freiwillige Gewinnreserven Art. 673
IV. Verrechnung mit Verlusten Art. 674
D. Dividenden, Bauzinse und Tantiemen
I. Dividenden Art. 675
II. Zwischendividenden Art. 675a
III. Bauzinse Art. 676
IV. Tantiemen Art. 677
E. Rückerstattung von Leistungen
II. Verjährung Art. 678a
III. Tantiemen im Konkurs Art. 679
F. Leistungspflicht des Aktionärs
I. Gegenstand Art. 680
II. Verzugsfolgen
1. Nach Gesetz und Statuten Art. 681
2. Aufforderung zur Leistung Art. 682
510 / 542
G. Ausgabe und Übertragung der Aktien

I. Inhaberaktien Art. 683
II. Namenaktien Art. 684
H. Beschränkung der Übertragbarkeit
I. Gesetzliche Beschränkung Art. 685
II. Statutarische Beschränkung
1. Grundsätze Art. 685a
2. Nicht börsenkotierte Namenaktien
a. Voraussetzungen der Ablehnung Art. 685b
b. Wirkung Art. 685c
3. Börsenkotierte Namenaktien
a. Voraussetzungen der Ablehnung Art. 685d
b. Meldepflicht Art. 685e
c. Rechtsübergang Art. 685f
d. Ablehnungsfrist Art. 685g
4. Aktienbuch
a. Eintragung Art. 686
b. Streichung Art. 686a
5. Nicht voll einbezahlte Namenaktien Art. 687
III. Interimsscheine Art. 688
J. Persönliche Mitgliedschaftsrechte
I. Teilnahme an der Generalversammlung
2. Berechtigung gegenüber der Gesellschaft Art. 689a
3. Vertretung des Aktionärs
a. Im Allgemeinen Art. 689b
b. Unabhängige Stimmrechtsvertretung in Gesellschaften,
deren Aktien an einer Börse kotiert sind Art. 689c
c. Unabhängige Stimmrechtsvertretung und
Organstimmrechtsvertretung in Gesellschaften, deren Aktien
nicht an einer Börse kotiert sind Art. 689d
d. Depotstimmrechtsvertretung in Gesellschaften, deren
Aktien nicht an einer Börse kotiert sind Art. 689e
e. Bekanntgabe Art. 689f
4. Mehrere Berechtigte Art. 690
II. Unbefugte Teilnahme Art. 691
III. Stimmrecht in der Generalversammlung
2. Stimmrechtsaktien Art. 693
511 / 542
3. Entstehung des Stimmrechts Art. 694

4. Ausschliessung vom Stimmrecht Art. 695
Aufgehoben Art. 696
IV. Auskunfts- und Einsichtsrecht
1. Auskunftsrecht Art. 697
2. Einsichtsrecht Art. 697a
3. Ablehnung des Begehrens um Auskunft oder Einsicht Art. 697b
V. Recht auf Einleitung einer Sonderuntersuchung
1. Mit Genehmigung der Generalversammlung Art. 697c
2. Bei Ablehnung durch die Generalversammlung Art. 697d
3. Verfahren vor Gericht Art. 697e
4. Durchführung der Sonderuntersuchung Art. 697f
5. Bericht Art. 697g
6. Behandlung und Bekanntgabe Art. 697h
7. Kosten der Sonderuntersuchung Art. 697hbis
K. Meldepflicht des Aktionärs
Aufgehoben Art. 697i
I. Meldung der an Aktien wirtschaftlich berechtigten Person Art. 697j
Aufgehoben Art. 697k
II. Verzeichnis der wirtschaftlich berechtigten Personen Art. 697l
III. Nichteinhaltung der Meldepflichten Art. 697m
L. Schiedsgericht Art. 697n
Dritter Abschnitt: Organisation der Aktiengesellschaft
A. Die Generalversammlung
I. Befugnisse Art. 698
II. Einberufung und Durchführung der Generalversammlung
1. Art der Einberufung Art. 699
2. Bekanntmachung des Geschäftsberichts Art. 699a
3. Traktandierungs- und Antragsrecht Art. 699b
4. Inhalt der Einberufung Art. 700
5. Universalversammlung und Zustimmung zu einem Antrag Art. 701
6. Tagungsort
a. Im Allgemeinen Art. 701a
b. Ausländischer Tagungsort Art. 701b
7. Verwendung elektronischer Mittel
a. Ausübung der Aktionärsrechte Art. 701c
b. Virtuelle Generalversammlung Art. 701d
512 / 542
c. Voraussetzungen für die Verwendung elektronischer

Mittel Art. 701e
d. Technische Probleme Art. 701f
III. Vorbereitende Massnahmen; Protokoll Art. 702
IV. Äusserungsrecht der Mitglieder des Verwaltungsrats und
der Geschäftsleitung; Antragsrecht des Verwaltungsrats Art. 702a
V. Beschlussfassung und Wahlen
2. Wichtige Beschlüsse Art. 704
3. Umwandlung von Inhaber- in Namenaktien Art. 704a
4. Ankündigung der Verhandlungsgegenstände Art. 704b
VI. Abberufungsrecht Art. 705
VII. Anfechtung von Generalversammlungsbeschlüssen
1. Legitimation und Gründe Art. 706
2. Verfahren Art. 706a
VIII. Nichtigkeit Art. 706b
B. Der Verwaltungsrat
I. Im Allgemeinen
1. Wählbarkeit Art. 707
Aufgehoben Art. 708
2. Vertretung von Aktionärskategorien und -gruppen Art. 709
3. Amtsdauer Art. 710
Aufgehoben Art. 711
II. Organisation
1. Präsident Art. 712
2. Beschlüsse Art. 713
3. Nichtige Beschlüsse Art. 714
4. Recht auf Einberufung Art. 715
5. Recht auf Auskunft und Einsicht Art. 715a
III. Aufgaben
2. Unübertragbare Aufgaben Art. 716a
3. Übertragung der Geschäftsführung Art. 716b
IV. Sorgfalts- und Treuepflicht
2. Interessenkonflikte Art. 717a
V. Vertretung
2. Umfang und Beschränkung Art. 718a
513 / 542
3. Verträge zwischen der Gesellschaft und ihrem Vertreter Art. 718b

4. Zeichnung Art. 719
Aufgehoben Art. 720
5. Prokuristen und Bevollmächtigte Art. 721
VI. Haftung für Organe Art. 722
VII. Drohende Zahlungsunfähigkeit, Kapitalverlust und
Überschuldung
1. Drohende Zahlungsunfähigkeit Art. 725
2. Kapitalverlust Art. 725a
3. Überschuldung Art. 725b
4. Aufwertung von Grundstücken und Beteiligungen Art. 725c
VIII. Abberufung und Einstellung Art. 726
C. Revisionsstelle
I. Revisionspflicht
1. Ordentliche Revision Art. 727
2. Eingeschränkte Revision Art. 727a
II. Anforderungen an die Revisionsstelle
1. Bei ordentlicher Revision Art. 727b
2. Bei eingeschränkter Revision Art. 727c
III. Ordentliche Revision
1. Unabhängigkeit der Revisionsstelle Art. 728
2. Aufgaben der Revisionsstelle
a. Gegenstand und Umfang der Prüfung Art. 728a
b. Revisionsbericht Art. 728b
c. Anzeigepflichten Art. 728c
IV. Eingeschränkte Revision
1. Unabhängigkeit der Revisionsstelle Art. 729
2. Aufgaben der Revisionsstelle
a. Gegenstand und Umfang der Prüfung Art. 729a
b. Revisionsbericht Art. 729b
c. Anzeigepflicht Art. 729c
V. Gemeinsame Bestimmungen
1. Wahl der Revisionsstelle Art. 730
2. Amtsdauer der Revisionsstelle Art. 730a
3. Auskunft und Geheimhaltung Art. 730b
4. Dokumentation und Aufbewahrung Art. 730c
5. Abnahme der Rechnung und Gewinnverwendung Art. 731
514 / 542
6. Besondere Bestimmungen Art. 731a

D. Mängel in der Organisation der Gesellschaft
Art. 731b
Vierter Abschnitt: Vergütungen bei Gesellschaften, deren
Aktien an einer Börse kotiert sind
A. Geltungsbereich Art. 732
B. Vergütungsausschuss Art. 733
C. Vergütungsbericht
II. Vergütungen an den Verwaltungsrat, die Geschäftsleitung
und den Beirat Art. 734a
III. Darlehen und Kredite an den Verwaltungsrat, die
Geschäftsleitung und den Beirat Art. 734b
IV. Vergütungen, Darlehen und Kredite an nahestehende
Personen Art. 734c
V. Beteiligungsrechte und Optionen auf solche Rechte Art. 734d
VI. Tätigkeiten bei anderen Unternehmen Art. 734e
VII. Vertretung der Geschlechter im Verwaltungsrat und in der
Geschäftsleitung Art. 734f
D. Abstimmungen der Generalversammlung
I. Vergütungen Art. 735
II. Zusatzbetrag für die Geschäftsleitung Art. 735a
E. Dauer der Verträge Art. 735b
F. Unzulässige Vergütungen
I. In der Gesellschaft Art. 735c
II. Im Konzern Art. 735d
Fünfter Abschnitt: Auflösung der Aktiengesellschaft
A. Auflösung im Allgemeinen
I. Gründe Art. 736
II. Eintragung ins Handelsregister Art. 737
III. Folgen Art. 738
B. Auflösung mit Liquidation
I. Zustand der Liquidation. Befugnisse Art. 739
II. Bestellung und Abberufung der Liquidatoren
1. Bestellung Art. 740
2. Abberufung Art. 741
515 / 542
III. Liquidationstätigkeit
1. Bilanz. Schuldenruf Art. 742
2. Übrige Aufgaben Art. 743
3. Gläubigerschutz Art. 744
4. Verteilung des Vermögens Art. 745
IV. Löschung im Handelsregister Art. 746
V. Aufbewahrung von Aktienbuch, Geschäftsbüchern und
Verzeichnis Art. 747
C. Auflösung ohne Liquidation
I. Aufgehoben Art. 748–750
II. Übernahme durch eine Körperschaft des öffentlichen
Rechts Art. 751
Sechster Abschnitt: Verantwortlichkeit
A. Haftung
I. Aufgehoben Art. 752
II. Gründungshaftung Art. 753
III. Haftung für Verwaltung, Geschäftsführung und
Liquidation Art. 754
IV. Revisionshaftung Art. 755
B. Schaden der Gesellschaft
I. Ansprüche ausser Konkurs Art. 756
II. Ansprüche im Konkurs Art. 757
III. Wirkung des Entlastungsbeschlusses Art. 758
C. Solidarität und Rückgriff Art. 759
Aufgehoben Art. 761
Siebenter Abschnitt:
Beteiligung von Körperschaften des öffentlichen Rechts
Art. 762
Achter Abschnitt: Ausschluss der Anwendung des
Gesetzes auf öffentlich-rechtliche Anstalten
Art. 763
516 / 542
Siebenundzwanzigster Titel:
Die Kommanditaktiengesellschaft
A. Begriff Art. 764
B. Verwaltung
I. Bezeichnung und Befugnisse Art. 765
II. Zustimmung zu Generalversammlungsbeschlüssen Art. 766
III. Entziehung der Geschäftsführung und Vertretung Art. 767
C. Aufsichtsstelle
I. Bestellung und Befugnisse Art. 768
II. Verantwortlichkeitsklage Art. 769
D. Auflösung Art. 770
E. Kündigung Art. 771
Achtundzwanzigster Titel:
Die Gesellschaft mit beschränkter Haftung
A. Begriff Art. 772
B. Stammkapital Art. 773
C. Stammanteile Art. 774
D. Genussscheine Art. 774a
E. Aufgehoben Art. 775
F. Statuten
I. Gesetzlich vorgeschriebener Inhalt Art. 776
II. Aufgehoben Art. 776a
G. Gründung
I. Errichtungsakt Art. 777
II. Zeichnung der Stammanteile Art. 777a
III. Belege Art. 777b
IV. Einlagen Art. 777c
H. Eintragung ins Handelsregister
I. Gesellschaft Art. 778
II. Aufgehoben Art. 778a
J. Erwerb der Persönlichkeit
I. Zeitpunkt; mangelnde Voraussetzungen Art. 779
II. Vor der Eintragung eingegangene Verpflichtungen Art. 779a
K. Statutenänderung Art. 780
517 / 542
L. Erhöhung des Stammkapitals Art. 781

M. Herabsetzung des Stammkapitals Art. 782
N. Erwerb eigener Stammanteile Art. 783
Zweiter Abschnitt:
Rechte und Pflichten der Gesellschafter
A. Stammanteile
I. Urkunde Art. 784
II. Übertragung
1. Abtretung
a. Form Art. 785
b. Zustimmungserfordernisse Art. 786
c. Rechtsübergang Art. 787
2. Besondere Erwerbsarten Art. 788
3. Bestimmung des wirklichen Werts Art. 789
4. Nutzniessung Art. 789a
5. Pfandrecht Art. 789b
III. Anteilbuch Art. 790
IIIbis. Meldung der an Stammanteilen wirtschaftlich
berechtigten Person Art. 790a
IV. Eintragung ins Handelsregister Art. 791
V. Gemeinschaftliches Eigentum Art. 792
B. Leistung der Einlagen Art. 793
C. Haftung der Gesellschafter Art. 794
D. Nachschüsse und Nebenleistungen
I. Nachschüsse
1. Grundsatz und Betrag Art. 795
2. Einforderung Art. 795a
3. Rückzahlung Art. 795b
4. Herabsetzung Art. 795c
5. Fortdauer Art. 795d
II. Nebenleistungen Art. 796
III. Nachträgliche Einführung Art. 797
IV. Schiedsgericht Art. 797a
E. Dividenden, Zinse, Tantiemen Art. 798
Aufgehoben Art. 798a und 798b
F. Vorzugsstammanteile Art. 799
518 / 542
G. Rückerstattung von Leistungen Art. 800

H. Reserven Art. 801
J. Zustellung des Geschäftsberichts Art. 801a
K. Auskunfts- und Einsichtsrecht Art. 802
L. Treuepflicht und Konkurrenzverbot Art. 803
Dritter Abschnitt: Organisation der Gesellschaft
A. Gesellschafterversammlung
I. Aufgaben Art. 804
II. Einberufung und Durchführung Art. 805
III. Stimmrecht
1. Bemessung Art. 806
2. Ausschliessung vom Stimmrecht Art. 806a
3. Nutzniessung Art. 806b
IV. Vetorecht Art. 807
V. Beschlussfassung
2. Stichentscheid Art. 808a
3. Wichtige Beschlüsse Art. 808b
VI. Anfechtung von Beschlüssen der Gesellschafter-
versammlung Art. 808c
B. Geschäftsführung und Vertretung
I. Bezeichnung der Geschäftsführer und Organisation Art. 809
II. Aufgaben der Geschäftsführer Art. 810
III. Genehmigung durch die Gesellschafterversammlung Art. 811
IV. Sorgfalts- und Treuepflicht; Konkurrenzverbot Art. 812
V. Gleichbehandlung Art. 813
VI. Vertretung Art. 814
VII. Abberufung von Geschäftsführern; Entziehung der
Vertretungsbefugnis Art. 815
VIII. Nichtigkeit von Beschlüssen Art. 816
IX. Haftung Art. 817
C. Revisionsstelle Art. 818
D. Mängel in der Organisation der Gesellschaft Art. 819
E. Drohende Zahlungsunfähigkeit, Kapitalverlust und
Überschuldung Art. 820
519 / 542
Vierter Abschnitt: Auflösung und Ausscheiden

A. Auflösung
I. Gründe Art. 821
II. Folgen Art. 821a
B. Ausscheiden von Gesellschaftern
I. Austritt Art. 822
II. Anschlussaustritt Art. 822a
III. Ausschluss Art. 823
IV. Vorsorgliche Massnahme Art. 824
V. Abfindung
1. Anspruch und Höhe Art. 825
2. Auszahlung Art. 825a
C. Liquidation Art. 826
Fünfter Abschnitt: Verantwortlichkeit
Art. 827
Neunundzwanzigster Titel: Die Genossenschaft

A. Genossenschaft des Obligationenrechts Art. 828
B. Genossenschaften des öffentlichen Rechts Art. 829
C. Errichtung
I. Erfordernisse
2. Zahl der Mitglieder Art. 831
II. Statuten
1. Gesetzlich vorgeschriebener Inhalt Art. 832
2. Weitere Bestimmungen Art. 833
III. Konstituierende Versammlung Art. 834
IV. Eintragung ins Handelsregister
1. Gesellschaft Art. 835
3. Genossenschafterverzeichnis Art. 837
V. Erwerb der Persönlichkeit Art. 838
D. Statutenänderung Art. 838a
520 / 542
Zweiter Abschnitt: Erwerb der Mitgliedschaft

A. Grundsatz Art. 839
B. Beitrittserklärung Art. 840
C. Verbindung mit einem Versicherungsvertrag Art. 841
Dritter Abschnitt: Verlust der Mitgliedschaft
A. Austritt
I. Freiheit des Austrittes Art. 842
II. Beschränkung des Austrittes Art. 843
III. Kündigungsfrist und Zeitpunkt des Austrittes Art. 844
IV. Geltendmachung im Konkurs und bei Pfändung Art. 845
B. Ausschliessung Art. 846
C. Tod des Genossenschafters Art. 847
D. Wegfall einer Beamtung oder Anstellung oder eines
Vertrages Art. 848
E. Übertragung der Mitgliedschaft
II. Durch Übertragung von Grundstücken oder wirtschaftlichen
Betrieben Art. 850
F. Austritt des Rechtsnachfolgers Art. 851
Vierter Abschnitt:
Rechte und Pflichten der Genossenschafter
A. Ausweis der Mitgliedschaft Art. 852
B. Genossenschaftsanteile Art. 853
C. Rechtsgleichheit Art. 854
D. Rechte
I. Stimmrecht Art. 855
II. Kontrollrecht der Genossenschafter
1. Bekanntmachung des Geschäftsberichts Art. 856
2. Auskunfterteilung Art. 857
III. Allfällige Rechte auf den Jahresgewinn
2. Verteilungsgrundsätze Art. 859
3. Pflicht zur Bildung und Äufnung eines Reservefonds Art. 860
4. Jahresgewinn bei Kreditgenossenschaften Art. 861
5. Fonds zu Wohlfahrtszwecken Art. 862
6. Weitere Reserveanlagen Art. 863
521 / 542
IV. Abfindungsanspruch
1. Nach Massgabe der Statuten Art. 864
2. Nach Gesetz Art. 865
E. Pflichten
I. Treuepflicht Art. 866
II. Pflicht zu Beiträgen und Leistungen Art. 867
III. Haftung
1. Der Genossenschaft Art. 868
2. Der Genossenschafter
a. Unbeschränkte Haftung Art. 869
b. Beschränkte Haftung Art. 870
c. Nachschusspflicht Art. 871
d. Unzulässige Beschränkungen Art. 872
e. Verfahren im Konkurs Art. 873
f. Änderung der Haftungsbestimmungen Art. 874
g. Haftung neu eintretender Genossenschafter Art. 875
h. Haftung nach Ausscheiden oder nach Auflösung Art. 876
i. Anmeldung von Ein- und Austritt im Handelsregister Art. 877
k. Verjährung der Haftung Art. 878
Fünfter Abschnitt: Organisation der Genossenschaft
A. Generalversammlung
I. Befugnisse Art. 879
II. Urabstimmung Art. 880
III. Einberufung
1. Recht und Pflicht Art. 881
2. Form Art. 882
3. Verhandlungsgegenstände Art. 883
4. Universalversammlung Art. 884
IV. Stimmrecht Art. 885
V. Vertretung Art. 886
VI. Ausschliessung vom Stimmrecht Art. 887
VII. Beschlussfassung
2. Bei Erhöhung der Leistungen der Genossenschafter Art. 889
VIII. Abberufung der Verwaltung und der Revisionsstelle Art. 890
IX. Anfechtung der Generalversammlungsbeschlüsse Art. 891
X. Delegiertenversammlung Art. 892
522 / 542
XI. Ausnahmebestimmungen für Versicherungsgenossen-

schaften Art. 893
XII. Tagungsort und Verwendung elektronischer Mittel Art. 893a
B. Verwaltung
I. Wählbarkeit
1. Mitgliedschaft Art. 894
II. Amtsdauer Art. 896
III. Verwaltungsausschuss Art. 897
IV. Geschäftsführung und Vertretung
2. Umfang und Beschränkung Art. 899
3. Verträge zwischen der Genossenschaft und ihrem
Vertreter Art. 899a
4. Zeichnung Art. 900
V. Pflichten
2. Rückerstattung von Leistungen Art. 902a
3. Drohende Zahlungsunfähigkeit, Kapitalverlust und
Überschuldung Art. 903
VI. Rückerstattung entrichteter Zahlungen Art. 904
VII. Einstellung und Abberufung Art. 905
C. Revisionsstelle
II. Prüfung des Genossenschafterverzeichnisses Art. 907
D. Mängel in der Organisation Art. 908
Sechster Abschnitt: Auflösung der Genossenschaft
A. Auflösungsgründe Art. 911
B. Eintragung ins Handelsregister Art. 912
C. Liquidation, Verteilung des Vermögens Art. 913
D. Aufgehoben Art. 914
E. Übernahme durch eine Körperschaft des öffentlichen
Rechts Art. 915
Siebenter Abschnitt: Verantwortlichkeit
A. Haftung gegenüber der Genossenschaft Art. 916
523 / 542
B. Haftung gegenüber Genossenschaft, Genossenschaftern

und Gläubigern Art. 917
C. Solidarität und Rückgriff Art. 918
E. Bei Kredit- und Versicherungsgenossenschaften Art. 920
Achter Abschnitt: Genossenschaftsverbände
A. Voraussetzungen Art. 921
B. Organisation
I. Delegiertenversammlung Art. 922
II. Verwaltung Art. 923
III. Überwachung. Anfechtung Art. 924
IV. Ausschluss neuer Verpflichtungen Art. 925
Neunter Abschnitt:
Beteiligung von Körperschaften des öffentlichen Rechts
Art. 926
Vierte Abteilung:
Handelsregister, Geschäftsfirmen und
kaufmännische Buchführung
Dreissigster Titel: Das Handelsregister
A. Begriff und Zweck Art. 927
B. Organisation
I. Handelsregisterbehörden Art. 928
II. Zusammenarbeit zwischen den Behörden Art. 928a
C. Zentrale Datenbanken Art. 928b
D. AHV-Nummer und Personennummer Art. 928c
E. Eintragung, Änderung und Löschung
I. Grundsätze Art. 929
II. Unternehmens-Identifikationsnummer Art. 930
III. Eintragungspflicht und freiwillige Eintragung
1. Einzelunternehmen und Zweigniederlassungen Art. 931
2. Institute des öffentlichen Rechts Art. 932
IV. Änderung von Tatsachen Art. 933
V. Löschung von Amtes wegen
1. Bei Rechtseinheiten ohne Geschäftstätigkeit und
ohne Aktiven Art. 934
524 / 542
2. Bei fehlendem Rechtsdomizil von Einzelunternehmen und

Zweigniederlassunge Art. 934a
VI. Wiedereintragung Art. 935
F. Öffentlichkeit und Wirksamkeit
I. Öffentlichkeit und Veröffentlichung im Internet Art. 936
II. Veröffentlichung im Schweizerischen Handelsamtsblatt und
Beginn der Wirksamkeit Art. 936a
III. Wirkungen Art. 936b
G. Pflichten
I. Prüfungspflicht Art. 937
II. Aufforderung und Eintragung von Amtes wegen Art. 938
III. Mängel in der Organisation Art. 939
H. Ordnungsbussen Art. 940
I. Gebühren Art. 941
J. Rechtsschutz Art. 942
K. Verordnung Art. 943
Einunddreissigster Titel: Die Geschäftsfirmen
A. Grundsätze der Firmenbildung
I. Allgemeine Bestimmungen Art. 944
II. Einzelunternehmen
1. Wesentlicher Inhalt Art. 945
2. Ausschliesslichkeit der eingetragenen Firma Art. 946
Aufgehoben Art. 947–949
III. Gesellschaftsfirmen
1. Bildung der Firma Art. 950
2. Ausschliesslichkeit der eingetragenen Firma Art. 951
IV. Zweigniederlassungen Art. 952
V. Aufgehoben Art. 953
VI. Namensänderung Art. 954
B. Firmen- und Namensgebrauchspflicht Art. 954a
C. Überwachung Art. 955
D. Vorbehalt anderer bundesrechtlicher Vorschriften Art. 955a
E. Schutz der Firma Art. 956
525 / 542
Zweiunddreissigster Titel:
Kaufmännische Buchführung, Rechnungslegung,
weitere Transparenz- und Sorgfaltspflichten
A. Pflicht zur Buchführung und Rechnungslegung Art. 957
B. Buchführung Art. 957a
C. Rechnungslegung
I. Zweck und Bestandteile Art. 958
II. Grundlagen der Rechnungslegung
1. Annahme der Fortführung Art. 958a
2. Zeitliche und sachliche Abgrenzung Art. 958b
III. Grundsätze ordnungsmässiger Rechnungslegung Art. 958c
IV. Darstellung, Währung und Sprache Art. 958d
D. Veröffentlichung und Einsichtnahme Art. 958e
E. Führung und Aufbewahrung der Geschäftsbücher Art. 958f
Zweiter Abschnitt: Jahresrechnung und
Zwischenabschluss
A. Bilanz
I. Zweck der Bilanz, Bilanzierungspflicht und
Bilanzierungsfähigkeit Art. 959
II. Mindestgliederung Art. 959a
B. Erfolgsrechnung; Mindestgliederung Art. 959b
C. Anhang Art. 959c
D. Bewertung
I. Grundsätze Art. 960
II. Aktiven
2. Aktiven mit beobachtbaren Marktpreisen Art. 960b
3. Vorräte und nicht fakturierte Dienstleistungen Art. 960c
4. Anlagevermögen Art. 960d
III. Verbindlichkeiten Art. 960e
E. Zwischenabschluss Art. 960f
Dritter Abschnitt:
Rechnungslegung für grössere Unternehmen
A. Zusätzliche Anforderungen an den Geschäftsbericht Art. 961
526 / 542
B. Zusätzliche Angaben im Anhang zur Jahresrechnung Art. 961a

C. Geldflussrechnung Art. 961b
D. Lagebericht Art. 961c
E. Erleichterungen Art. 961d
Vierter Abschnitt:
Abschluss nach anerkanntem
Standard zur Rechnungslegung
B. Anerkannte Standards zur Rechnungslegung Art. 962a
Fünfter Abschnitt: Konzernrechnung
A. Pflicht zur Erstellung Art. 963
B. Befreiung von der Pflicht zur Erstellung Art. 963a
C. Anerkannte Standards zur Rechnungslegung Art. 963b
Aufgehoben Art. 964
Sechster Abschnitt:
Transparenz über nichtfinanzielle Belange
A. Grundsatz Art. 964a
B. Zweck und Inhalt des Berichts Art. 964b
C. Form und Inhalt des Berichts Art. 964c
Siebter Abschnitt:
Transparenz bei Rohstoffunternehmen
A. Grundsatz Art. 964d
B. Arten von Leistungen Art. 964e
C. Form und Inhalt des Berichts Art. 964f
D. Veröffentlichung Art. 964g
E. Führung und Aufbewahrung Art. 964h
F. Ausdehnung des Anwendungsbereichs Art. 964i
Achter Abschnitt:
Sorgfaltspflichten und Transparenz bezüglich Mineralien
und Metallen aus Konfliktgebieten und Kinderarbeit
A. Grundsatz Art. 964j
B. Sorgfaltspflichten Art. 964k
C. Berichterstattung Art. 964l
527 / 542
Fünfte Abteilung: Die Wertpapiere

Dreiunddreissigster Titel:
Die Namen-, Inhaber- und Ordrepapiere
A. Begriff des Wertpapiers Art. 965
B. Verpflichtung aus dem Wertpapier Art. 966
C. Übertragung des Wertpapiers
I. Allgemeine Form Art. 967
II. Indossierung
1. Form Art. 968
2. Wirkung Art. 969
D. Umwandlung Art. 970
E. Kraftloserklärung
I. Geltendmachung Art. 971
II. Verfahren. Wirkung Art. 972
F. Besondere Vorschriften Art. 973
G. Sammelverwahrung, Globalurkunde und einfache
Wertrechte
I. Sammelverwahrung von Wertpapieren Art. 973a
II. Globalurkunde Art. 973b
III. Einfache Wertrechte Art. 973c
H. Registerwertrechte
I. Errichtung Art. 973d
II. Wirkungen Art. 973e
III. Übertragung Art. 973f
IV. Sicherheiten Art. 973g
V. Kraftloserklärung Art. 973h
VI. Information und Haftung Art. 973i
Zweiter Abschnitt: Die Namenpapiere
A. Begriff Art. 974
B. Ausweis über das Gläubigerrecht
I. In der Regel Art. 975
II. Beim hinkenden Inhaberpapier Art. 976
C. Kraftloserklärung Art. 977
528 / 542
Dritter Abschnitt: Die Inhaberpapiere

A. Begriff Art. 978
B. Einreden des Schuldners
II. Bei Inhaberzinscoupons Art. 980
C. Kraftloserklärung
I. Im Allgemeinen
1. Begehren Art. 981
2. Zahlungsverbot Art. 982
3. Aufgebot, Anmeldungsfrist Art. 983
4. Art der Bekanntmachung Art. 984
5. Wirkung
a. Bei Vorlegung der Urkunde Art. 985
b. Bei Nichtvorlegung Art. 986
II. Bei Coupons im besondern Art. 987
III. Bei Banknoten und ähnlichen Papieren Art. 988
D. Schuldbrief Art. 989
Vierter Abschnitt: Der Wechsel
A. Wechselfähigkeit
Art. 990
B. Gezogener Wechsel
I. Ausstellung und Form des gezogenen Wechsels
1. Erfordernisse Art. 991
2. Fehlen von Erfordernissen Art. 992
3. Arten Art. 993
4. Zahlstellen. Domizilwechsel Art. 994
5. Zinsversprechen Art. 995
6. Verschiedene Bezeichnung der Wechselsumme Art. 996
7. Unterschriften von Wechselunfähigen Art. 997
8. Unterschrift ohne Ermächtigung Art. 998
9. Haftung des Ausstellers Art. 999
10. Blankowechsel Art. 1000
II. Indossament
529 / 542

3. Form Art. 1003
4. Wirkungen
a. Übertragungsfunktion Art. 1004
b. Garantiefunktion Art. 1005
c. Legitimation des Inhabers Art. 1006
5. Einreden Art. 1007
6. Vollmachtsindossament Art. 1008
7. Offenes Pfandindossament Art. 1009
8. Nachindossament Art. 1010
III. Annahme
1. Recht zur Vorlegung Art. 1011
2. Gebot und Verbot der Vorlegung Art. 1012
3. Pflicht zur Vorlegung bei Nachsichtwechseln Art. 1013
4. Nochmalige Vorlegung Art. 1014
5. Form der Annahme Art. 1015
6. Einschränkungen der Annahme Art. 1016
7. Domiziliat und Zahlstelle Art. 1017
8. Wirkung der Annahme
b. Bei Streichung Art. 1019
IV. Wechselbürgschaft
1. Wechselbürgen Art. 1020
2. Form Art. 1021
3. Wirkungen Art. 1022
V. Verfall
2. Bei Sichtwechseln Art. 1024
3. Bei Nachsichtwechseln Art. 1025
4. Fristenberechnung Art. 1026
5. Zeitberechnung nach altem Stil Art. 1027
VI. Zahlung
1. Vorlegung zur Zahlung Art. 1028
530 / 542
2. Recht auf Quittung. Teilzahlung Art. 1029

3. Zahlung vor und bei Verfall Art. 1030
4. Zahlung in fremder Währung Art. 1031
5. Hinterlegung Art. 1032
VII. Rückgriff mangels Annahme und mangels Zahlung
1. Rückgriff des Inhabers Art. 1033
2. Protest
a. Fristen und Erfordernisse Art. 1034
b. Zuständigkeit Art. 1035
c. Inhalt Art. 1036
d. Form Art. 1037
e. Bei Teilannahme Art. 1038
f. Gegen mehrere Personen Art. 1039
g. Abschrift der Protesturkunde Art. 1040
h. Mangelhafter Protest Art. 1041
3. Benachrichtigung Art. 1042
4. Protesterlass Art. 1043
5. Solidarische Haftung der Wechselverpflichteten Art. 1044
6. Inhalt des Rückgriffs
a. Des Inhabers Art. 1045
b. Des Einlösers Art. 1046
c. Recht auf Aushändigung von Wechsel, Protest und Quittung Art. 1047
d. Bei Teilannahme Art. 1048
e. Rückwechsel Art. 1049
7. Präjudizierung
b. Höhere Gewalt Art. 1051
c. Ungerechtfertigte Bereicherung Art. 1052
VIII. Übergang der Deckung
Art. 1053
IX. Ehreneintritt
1. Allgemeine Vorschriften Art. 1054
2. Ehrenannahme
a. Voraussetzungen. Stellung des Inhabers Art. 1055
b. Form Art. 1056
531 / 542
c. Haftung des Ehrenannehmenden. Wirkung auf das Rück-

griffsrecht Art. 1057
3. Ehrenzahlung
a. Voraussetzungen Art. 1058
b. Verpflichtung des Inhabers Art. 1059
c. Folge der Zurückweisung Art. 1060
d. Recht auf Aushändigung von Wechsel, Protest und Quittung Art. 1061
e. Übergang der Inhaberrechte. Mehrere Ehrenzahlungen Art. 1062
X. Ausfertigung mehrerer Stücke eines Wechsels
(Duplikate), Wechselabschriften (Wechselkopien)
1. Ausfertigungen
a. Recht auf mehrere Ausfertigungen Art. 1063
b. Verhältnis der Ausfertigungen Art. 1064
c. Annahmevermerk Art. 1065
2. Abschriften
a. Form und Wirkung Art. 1066
b. Auslieferung der Urschrift Art. 1067
XI. Änderungen des Wechsels
Art. 1068
XII. Verjährung
1. Fristen Art. 1069
2. Unterbrechung
a. Gründe Art. 1070
b. Wirkungen Art. 1071
XIII. Kraftloserklärung
1. Vorsorgliche Massnahmen Art. 1072
2. Bekannter Inhaber Art. 1073
3. Unbekannter Inhaber
a. Pflichten des Gesuchstellers Art. 1074
b. Einleitung des Aufgebots Art. 1075
c. Fristen Art. 1076
d. Veröffentlichung Art. 1077
4. Wirkung
a. Bei Vorlegung des Wechsels Art. 1078
b. Bei Nichtvorlegung Art. 1079
5. Gerichtliche Verfügungen Art. 1080
532 / 542
XIV. Allgemeine Vorschriften

1. Fristbestimmungen
a. Feiertage Art. 1081
b. Fristberechnung Art. 1082
c. Ausschluss von Respekttagen Art. 1083
2. Ort der Vornahme wechselrechtlicher Handlungen Art. 1084
3. Eigenhändige Unterschrift. Unterschrift des Blinden Art. 1085
XV. Geltungsbereich der Gesetze
1. Wechselfähigkeit Art. 1086
2. Form und Fristen der Wechselerklärungen
b. Handlungen zur Ausübung und Erhaltung des Wechsel-
rechts Art. 1088
c. Ausübung des Rückgriffs Art. 1089
3. Wirkung der Wechselerklärungen
b. Teilannahme und Teilzahlung Art. 1091
c. Zahlung Art. 1092
d. Bereicherungsanspruch Art. 1093
e. Übergang der Deckung Art. 1094
f. Kraftloserklärung Art. 1095
C. Eigener Wechsel
3. Verweisung auf den gezogenen Wechsel Art. 1098
4. Haftung des Ausstellers. Vorlegung zur Sichtnahme Art. 1099
Fünfter Abschnitt: Der Check
I. Ausstellung und Form des Checks
3. Passive Checkfähigkeit Art. 1102
4. Deckungserfordernis Art. 1103
5. Ausschluss der Annahme Art. 1104
6. Bezeichnung des Remittenten Art. 1105
533 / 542
7. Zinsvermerk Art. 1106

8. Zahlstellen. Domizilcheck Art. 1107
II. Übertragung
3. Legitimation des Inhabers Art. 1110
4. Inhabercheck Art. 1111
5. Abhandengekommener Check Art. 1112
6. Rechte aus dem Nachindossament Art. 1113
III. Checkbürgschaft
Art. 1114
IV. Vorlegung und Zahlung
1. Verfallzeit Art. 1115
2. Vorlegung zur Zahlung Art. 1116
3. Zeitberechnung nach altem Stil Art. 1117
4. Einlieferung in eine Abrechnungsstelle Art. 1118
5. Widerruf
b. Bei Tod, Handlungsunfähigkeit, Konkurs Art. 1120
6. Prüfung der Indossamente Art. 1121
7. Zahlung in fremder Währung Art. 1122
V. Gekreuzter Check und Verrechnungscheck
1. Gekreuzter Check
a. Begriff Art. 1123
b. Wirkungen Art. 1124
2. Verrechnungscheck
b. Rechte des Inhabers bei Konkurs, Zahlungseinstellung,
Zwangsvollstreckung Art. 1126
c. Rechte des Inhabers bei Verweigerung der Gutschrift oder
der Ausgleichung Art. 1127
VI. Rückgriff mangels Zahlung
1. Rückgriffsrechte des Inhabers Art. 1128
2. Protesterhebung. Fristen Art. 1129
534 / 542
3. Inhalt der Rückgriffsforderung Art. 1130

4. Vorbehalt der höheren Gewalt Art. 1131
VII. Gefälschter Check
Art. 1132
VIII. Ausfertigung mehrerer Stücke eines Checks
Art. 1133
IX. Verjährung
Art. 1134
X. Allgemeine Vorschriften
1. Begriff des «Bankiers» Art. 1135
2. Fristbestimmungen
a. Feiertage Art. 1136
b. Fristberechnung Art. 1137
XI. Geltungsbereich der Gesetze
1. Passive Checkfähigkeit Art. 1138
2. Form und Fristen der Checkerklärungen Art. 1139
3. Wirkung der Checkerklärungen
a. Recht des Ausstellungsortes Art. 1140
b. Recht des Zahlungsortes Art. 1141
c. Recht des Wohnsitzes Art. 1142
XII. Anwendbarkeit des Wechselrechts
Art. 1143
XIII. Vorbehalt besondern Rechtes
Art. 1144
Sechster Abschnitt:
Wechselähnliche und andere Ordrepapiere
A. Im Allgemeinen
I. Voraussetzungen Art. 1145
II. Einreden des Schuldners Art. 1146
B. Wechselähnliche Papiere
I. Anweisungen an Ordre
2. Keine Annahmepflicht Art. 1148
3. Folgen der Annahme Art. 1149
4. Keine Wechselbetreibung Art. 1150
535 / 542
II. Zahlungsversprechen an Ordre Art. 1151

C. Andere indossierbare Papiere Art. 1152
Siebenter Abschnitt: Die Warenpapiere
A. Erfordernisse
II. Gleichwertige Titel in Wertrechteregistern Art. 1153a
B. Der Pfandschein Art. 1154
C. Bedeutung der Formvorschriften Art. 1155
Vierunddreissigster Titel: Anleihensobligationen
Erster Abschnitt: …
Aufgehoben Art. 1156
Zweiter Abschnitt:
Gläubigergemeinschaft bei Anleihensobligationen
A. Voraussetzungen Art. 1157
B. Anleihensvertreter
I. Bestellung Art. 1158
II. Befugnisse
2. Kontrolle des Schuldners Art. 1160
3. Bei pfandgesicherten Anleihen Art. 1161
III. Dahinfallen der Vollmacht Art. 1162
IV. Kosten Art. 1163
C. Gläubigerversammlung
II. Einberufung
2. Stundung Art. 1166
III. Abhaltung
1. Stimmrecht Art. 1167
2. Vertretung einzelner Anleihensgläubiger Art. 1168
IV. Verfahrensvorschriften Art. 1169
D. Gemeinschaftsbeschlüsse
I. Eingriffe in die Gläubigerrechte
1. Zulässigkeit und erforderliche Mehrheit
a. Bei nur einer Gemeinschaft Art. 1170
b. Bei mehreren Gemeinschaften Art. 1171
536 / 542
c. Feststellung der Mehrheit Art. 1172

2. Beschränkungen
b. Gleichbehandlung Art. 1174
c. Status und Bilanz Art. 1175
3. Genehmigung
b. Voraussetzungen Art. 1177
c. Weiterzug Art. 1178
d. Widerruf Art. 1179
II. Andere Beschlüsse
1. Vollmacht des Anleihensvertreters Art. 1180
2. Die übrigen Fälle Art. 1181
3. Anfechtung Art. 1182
E. Besondere Anwendungsfälle
I. Konkurs des Schuldners Art. 1183
II. Nachlassvertrag Art. 1184
III. Anleihen von Eisenbahn- oder Schiffahrtsunternehmungen Art. 1185
F. Abweichende Abreden Art. 1186
Übergangsbestimmungen des Bundesgesetzes vom

30. März 1911
Schlussbestimmungen der Änderung vom
23. März 1962
A. Konkursprivileg Art. 1
B. Unlauterer Wettbewerb Art. 2
C. Übergangsrecht Art. 3
D. Inkrafttreten Art. 4
Übergangsbestimmungen der Änderung vom

16. Dezember 2005
A. Allgemeine Regel Art. 1
B. Anpassungsfrist Art. 2
C. Leistung der Einlagen Art. 3
D. Partizipationsscheine und Genussscheine Art. 4
E. Eigene Stammanteile Art. 5
537 / 542
F. Nachschusspflicht Art. 6
G. Revisionsstelle Art. 7
H. Stimmrecht Art. 8
J. Anpassung statutarischer Mehrheitserfordernisse Art. 9
K. Vernichtung von Aktien und Stammanteilen im Fall
einer Sanierung Art. 10
L. Ausschliesslichkeit eingetragener Firmen Art. 11
Übergangsbestimmung zur Änderung vom

17. Juni 2011
23. Dezember 2011
B. Kaufmännische Buchführung und Rechnungslegung Art. 2

12. Dezember 2014
B. Anpassung von Statuten und Reglementen Art. 2
C. Meldepflichten Art. 3

25. September 2015
B. Anpassung eingetragener Firmen Art. 2
C. Ausschliesslichkeit der eingetragenen Firma Art. 3
Übergangsbestimmungen zur Änderung vom

17. März 2017
A. Allgemeine Regeln Art. 1
B. Eintragungspflicht von Instituten des öffentlichen
Rechts Art. 2

21. Juni 2019
A. Allgemeine Bestimmungen Art. 1
538 / 542
B. Meldung der Ausnahmefälle beim Handelsregisteramt Art. 2

C. Gesellschaften ohne börsenkotierte Beteiligungspapiere
mit nicht als Bucheffekten ausgestalteten Inhaberaktien
1. Geltungsbereich Art. 3
2. Umwandlung von Inhaberaktien in Namenaktien Art. 4
3. Anpassung der Statuten und Eintragung ins Handelsregister Art. 5
4. Aktualisierung des Aktienbuchs und Suspendierung von
Rechten Art. 6
5. Nachholen der Meldung Art. 7
6. Endgültiger Verlust der Aktionärseigenschaft Art. 8
Übergangsbestimmungen zur Änderung vom

19. Juni 2020
B. Anpassung von Statuten und Reglementen Art. 2
C. Genehmigte Kapitalerhöhung und Kapitalerhöhung aus
bedingtem Kapital Art. 3
D. Vertretung der Geschlechter Art. 4
E. Konkursaufschub Art. 5
F. Anpassung altrechtlicher Verträge Art. 6
G. Transparenz bei Rohstoffunternehmen Art. 7
Übergangsbestimmung zur Änderung vom

19. Juni 2020
Schlussbestimmungen zum VIII. Titel und zum
VIIIbis. Titel
Art. 1
Aufgehoben Art. 2‒4
Art. 5
Art. 6
Schluss- und Übergangsbestimmungen zum X. Titel

Änderung des OR Art. 1
Änderung des ZGB Art. 2
Änderung des Versicherungsvertragsgesetzes Art. 3
Änderung des Landwirtschaftsgesetzes Art. 4
Änderung des Arbeitsgesetzes Art. 5
539 / 542
Aufhebung eidgenössischer Vorschriften Art. 6

Anpassung altrechtlicher Verhältnisse Art. 7
Inkrafttreten des Gesetzes Art. 8
Schlussbestimmungen zum vierten Abschnitt des

XIII. Titels
A. Übergangsrecht Art. 1
B. Konkursprivileg Art. 2
C. Inkrafttreten Art. 3
Übergangsbestimmungen zum XX. Titel

Schluss- und Übergangsbestimmungen zu den
Titeln XXIV–XXXIII
A. Anwendbarkeit des Schlusstitels Art. 1
B. Anpassung alter Gesellschaften an das neue Recht
II. Wohlfahrtsfonds Art. 3
Aufgehoben Art. 4
C. Bilanzvorschriften
I. Vorbehalt ausserordentlicher Verhältnisse Art. 5
II. Aufgehoben Art. 6
D. Haftungsverhältnisse der Genossenschafter Art. 7
E. Geschäftsfirmen Art. 8
F. Früher ausgegebene Wertpapiere
I. Namenpapiere Art. 9
II. Aktien
1. Nennwert Art. 10
2. Nicht voll einbezahlte Inhaberaktien Art. 11
III. Wechsel und Checks Art. 12
G. Gläubigergemeinschaft Art. 13
H. Aufgehoben Art. 14
J. Abänderung des Schuldbetreibungs- und Konkurs-
gesetzes Art. 15
K. Verhältnis zum Bankengesetz
I. Allgemeiner Vorbehalt Art. 16
II. Abänderung einzelner Vorschriften Art. 17
540 / 542
L. Aufhebung von Bundeszivilrecht Art. 18

M. Inkrafttreten dieses Gesetzes Art. 19
Schlussbestimmungen zum XXVI. Titel

A. Schlusstitel des Zivilgesetzbuches Art. 1
B. Anpassung an das neue Recht
II. Einzelne Bestimmungen
1. Partizipations- und Genussscheine Art. 3
2. Ablehnung von Namenaktionären Art. 4
3. Stimmrechtsaktien Art. 5
4. Qualifizierte Mehrheiten Art. 6
C. Änderung von Bundesgesetzen Art. 7
D. Referendum Art. 8
E. Inkrafttreten Art. 9
Schlussbestimmungen zum zweiten Abschnitt des

XXXIV. Titels.
541 / 542
542 / 542

Swiss Code of Obligations

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220

of 30 March 1911 (Status as of 9 February 2023)

The Federal Assembly of the Swiss Confederation,

Division One: General Provisions

AS 27 317 and BS 2 199

2 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991

3 Repealed by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, with effect

2 Where the parties stipulate a written form without elaborating further,

6 Amended by No II Art. 1 No 1 of the FA of 25 June 1971, in force since 1 Jan. 1972

7 Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons

8 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991

d.15 by telephone or by a comparable means of simultaneous verbal

15 Inserted by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force

Section Two: Obligations in Tort

23 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force

26 Inserted by No II of the FA of 4 Oct. 2002 (Animals), in force since 1 April 2003

2 Where the consequences of the personal injury cannot be assessed with

30 Amended by No II Art. 1 No 2 of the FA of 25 June 1971, in force since 1 Jan. 1972

31 Repealed by Art. 27 No 3 of the FA of 20 June 1986 on Hunting, with effect from

2 The owner is absolved of liability if he can satisfy the court that he

34 Amended by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, in force

2 The provisions of this Section may not, however, be modified by can-

Title Two: Effect of Obligations

39 Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in

2 Any agreement to the contrary is unaffected.

41 Amended by Annex No 2 to the FA of 22 Dec. 1999 on Currency and Payment Instru-

2If he issues a receipt for redemption of the debt principal, he is pre-

3 In addition, the obligee may request that the situation constituting a

46 Amended by No II Art. 1 No 3 of the FA of 25 June 1971, in force since 1 Jan. 1972

2Where a deadline for performance of the obligation has been set by

Section Three: Obligations Involving Third Parties

Title Three: Extinction of Obligations

47 Amended by No II Art. 1 No 4 of the FA of 25 June 1971, in force since 1 Jan. 1972

49 Amended by Annex No 1 to the FA of 20 March 2015 (Child Maintenance), in force since

54 Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force

Title Four: Special Relationships relating to Obligations

62 Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force

Section Two: Conditional Obligations

Title Five: Assignment of Claims and Assumption of Debt

65 Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect

3 The creditor’s acceptance may be express or implied by the circum-

Division Two: Types of Contractual Relationship

2Unless otherwise provided by agreement or custom, the seller and the

Section Two: The Chattel Sale

74 Amended by No I of the FA of 16 March 2012 (Prescription of Guarantee Claims. Exten-

2Unless otherwise provided by agreement or custom, such acceptance

Section Three: The Sale of Immovable Property

76 Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994

2In particular, the following are not pre-emption events: allocation to

81 Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994

Section Four: Special Types of Sale

85 Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963

91 Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963

Section Five: The Contract of Exchange

Title Seven: The Gift

94 Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons

2Gifts of title or rights in rem to immovable property are not effective

96 Amended by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000

Title Eight:97 The Lease