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RS 220 Federal Act of 30 March 1911 supplementing the Swiss Civil Code (Fifth Book: Right of Obligations)

Original Language Title: RS 220 Loi fédérale du 30 mars 1911 complétant le code civil suisse (Livre cinquième: Droit des obligations)

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220

Federal Law Supplementing the Swiss Civil Code

(Book fifth: Right of obligations)

March 30, 1911 (State 1 Er January 2016)

The Swiss Federal Assembly,

Having regard to the messages of the Federal Council of 3 March 1905 and 1 Er June 1909 1 ,

Stops:

Part one: General provisions

Title 1: De la formation des obligations

Chapter I: Obligations arising from a contract

Art. 1 A. Conclusion of the Contract/I. Agreement of the Parties/1. General Conditions

Conclusion of the contract

I. Agreement of the Parties

1. General Conditions

1 The contract is perfect when the parties, conversely and in a consistent manner, demonstrate their will.

2 This event may be express or implied.

Art. 2 A. Conclusion of the contract/I. Parties' agreement/2. Reserved sub-items

2. Reserved sub-points

1 If the parties have agreed on all the essential points, the contract is deemed to have been concluded, even though secondary points have been reserved.

2 In the absence of agreement on the sub-points, the judge shall rule on the nature of the case.

3 The provisions governing the form of contracts are reserved.

Art. 3 A. Conclusion of the contract/II. Offer and acceptance/1. Offer with delay to accept

II. Offer and acceptance

1. Offer with time to accept

1 Any person who proposes to another the conclusion of a contract by setting a time limit for acceptance shall be bound by its offer until the expiry of that period.

2 It is untied, if the acceptance does not reach it before the time limit expires.

Art. 4 A. Conclusion of the contract/II. Offer and acceptance/2. Offer without delay to accept/a. Between Present

2. Offer without delay to accept

A. Between Present

1 Where the offer has been made to a person present, without setting a time limit to accept it, the author of the offer is unbound if the acceptance does not take place immediately.

2 The contracts concluded by telephone are supposed to be made between present, if the parties or their representatives have been personally in communication.

Art. 5 A. Conclusion of the contract/II. Offer and acceptance/2. Offer without delay to accept/b. Between Absent

B. Between Absent

1 Where the offer has been made without a time limit to a person who is not present, the author of the offer shall remain bound until such time as he or she can expect the arrival of an answer sent on time and on a regular basis.

2 He has the right to admit that the offer was received on time.

3 If the acceptance sent in time arrives late to the author of the offer, and the author does not intend to be bound, he must immediately inform the acceptance of the acceptance.

Art. 6 A. Conclusion of the contract/II. Offer and acceptance/3. Tacit acceptance

3. Tacit acceptance

Where the author of the tender should not, either because of the special nature of the case, or in the circumstances, expect an express acceptance, the contract shall be deemed to have been concluded if the offer has not been refused within a suitable time limit.

Art. 6 A 1 A. Conclusion of the contract/II. Offer and acceptance/3 A . Sending Unordered Things

3 A . Sending Unordered Things

1 Sending an unordered item is not considered an offer.

2 The addressee is not obliged to return the thing or to keep it.

3 If the sending of an unordered item is clearly due to an error, the addressee must inform the sender accordingly.


1 Introduced by ch. I of the 5 Oct PMQ. 1990, in force since 1 Er Jul. 1991 (RO 1991 846; FF 1986 II 360).

Art. 7 A. Conclusion of the contract/II. Offer and acceptance/4. Offer without commitment and public offerings

4. Offer without commitment and public offerings

1 The author of the offer is not bound if he has made express reservations in that regard, or if his intention not to be compelled to do so results from either the circumstances or the special nature of the case.

2 The provision of tariffs, current prices, etc., does not constitute an offer to contract.

3 The description of the goods, with an indication of the price, shall be kept in the rule for an offer.

Art. 8 A. Conclusion of the contract/II. Offer and acceptance/5. Public Promises

5. Public Promises

1 Anyone who publicly promises a prize in exchange for a benefit is obliged to pay it in accordance with its promise.

2 If he withdraws his promise before a benefit has been received, he is required to repay, at most up to what he had promised, the awards made in good faith; unless he proves that the hoped-for success would not have been Obtained.

Art. A. Conclusion of the contract/II. Offer and acceptance/6. Withdrawal of Offer and Acceptance

6. Withdrawal of offer and acceptance

1 The offer is considered non-avenue, if the withdrawal reaches before the offer or at the same time to the addressee, or if, having arrived subsequently, it is communicated to the addressee before it becomes aware of the offer.

2 The same rule applies to withdrawal of acceptance.

Art. 10 A. Conclusion of the Contract/III. Time in which the effects of a contract between absent

III. Time in which the effects of a contract between absent

1 The contract entered into between absence shall be effective from the moment the acceptance has been dispatched.

2 If an express acceptance is not required, the effects of the contract date back to the date of receipt of the offer.

Art. 11 B. Form of contracts/I. General rule and scope of prescribed forms

B. Form of Contracts

I. General rule and scope of prescribed forms

1 The validity of contracts is subject to the observation of a particular form only under a special requirement of the law.

2 In the absence of a contrary provision on the scope and effects of the prescribed form, the contract shall be valid only if that form has been observed.

Art. 12 B. Form of Contracts/II. Written form/1. Form required by law/a. Its scope

II. Written form

1. Form required by law

A. Scope

Where the law requires that a contract be made in the written form, this rule also applies to all modifications of the contract, other than the additional provisions and accessories which are not in contradiction with the act.

Art. 13 B. Form of Contracts/II. Written form/1. Form required by law/b. Its Elements

B. Its elements

1 The contract for which the law requires the written form must be signed by all the persons to whom it imposes obligations.

2 ... 1


1 Repealed by c. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, with effect from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Art. 14 B. Form of Contracts/II. Written form/1. Form required by law/c. Signature

C. Signature

1 The signature must be handwritten by the required signature.

2 A person who proceeds from any mechanical means shall be held only in the cases where it is admitted by the use, in particular in the case of signing securities issued in considerable numbers.

2bis Qualified electronic signature based on a qualified certificate from a recognised certification service provider within the meaning of the law of 19 December 2003 on electronic signature 1 Is assimilated to the handwritten signature. The legal or conventional provisions to the contrary are reserved. 2

3 The signature of the blind obliges them only if it has been duly legalised, or if it is established that they have known the text of the act at the time of signing.


1 RS 943.03
2 Introduced by ch. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Art. 15 B. Form of Contracts/II. Written form/1. Form required by law/d. Marks that can replace the signature

D. Marks that can replace the signature

It is permissible for any person who cannot sign to replace his signature with a mark by hand, duly legalized, or by an authentic certificate; is reserved for the provisions concerning the letter of exchange.

Art. 16 B. Form of Contracts/II. Written form/2. Form reserved in the contract

2. Form reserved in the contract

1 The parties who have agreed to give a special form to a contract for which the law does not require such form shall be deemed to have only heard binding upon the performance of that form.

2 In the case of the written form, without any more precise indication, the provisions relating to this form should be observed where it is required by law.

Art. 17 C. The cause of the obligation

C. The cause of the obligation

The recognition of a debt is valid, even if it does not state the cause of the obligation.

Art. 18 D. Interpretation of contracts; simulation

D. Interpretation of contracts; simulation

1 In order to assess the form and the terms of a contract, it is necessary to seek the real and common intention of the parties, without stopping the incorrect expressions or names which they may have used, either by mistake or to disguise the True nature of the Convention.

2 The debtor cannot oppose the simulation exception to the third party that has become a creditor on the basis of a written recognition of the debt.

Art. 19 E. Purpose of the contract/I. Elements

E. Purpose of the contract

I. Elements

1 The object of a contract may be freely determined, within the limits of the law.

2 The law excludes the conventions of the parties only when it lays down a strict rule of law, or where a derogation from its text would be contrary to morals, public order or personality rights.

Art. E. Purpose of the contract/II. Invalidity

II. Invalidity

1 The contract is null and void if it is impossible, illicit or contrary to morals.

2 If the contract is vitiated only in some of its clauses, those clauses shall be declared void only, unless there is reason to admit that the contract would not have been concluded without them.

Art. E. Purpose of Contract/III. Injury

III. Injury

1 In the event of a clear disproportion between the benefit promised by one of the parties and the counterbenefit of the other party, the injured party may, within one year, declare that the party has terminated the contract and repeat what it has paid, if the injury has been Determined by the operation of his discomfort, lightness or inexperience.

2 The one-year deadline is the conclusion of the contract.

Art. E. Purpose of Contract/IV. Promise to contract

IV. Promise to contract

1 The obligation to enter into a future convention can be contractually undertaken.

2 Where, in the interests of the parties, the law subordinates the validity of the contract to the observation of a certain form, it also applies to the promise to contract.

Art. F. Consent/I. Error/1. Effects of the error

F. Consent Vices

I. Error

1. Effects of the error

The contract does not require that of the parties who, at the time of the conclusion, were in an essential error.

Art. 24 F. Consent Vices/I. Error/2. Error Conditions

2. Error Cases

1 The error is essential, including:

1.
Where the party making the error intended to make a contract other than the one to which it has declared consent;
2.
When it had in sight something other than that which was the subject of the contract, or another person and that it undertook primarily to consider that person;
3.
Where the benefit promised by that of the contractors who avail himself of his error is substantially more extensive, or where the counterperformance is significantly less than he actually wanted;
4.
Where the error relates to facts that commercial loyalty allowed the person who exercised its error to consider as necessary elements of the contract.

2 The error that relates solely to the reasons for the contract is not essential.

3 Simple calculation errors do not negate the validity of the contract; they must be corrected.

Art. 25 F. Consent Vices/I. Error/3. Action contrary to the rules of good faith

3. Action contrary to the rules of good faith

1 The party who is the victim of an error cannot rely on it in a manner contrary to the rules of good faith.

2 In particular, it remains obliged by the contract it intends to make, if the other party declares that it is ready to carry it out.

Art. 26 F. Consent Vices/I. Error/4. Error committed by negligence

4. Error committed by negligence

1 The party invoking its error in order to avoid the effect of the contract is required to make good the damage resulting from the invalidity of the agreement if the mistake comes from its own fault, unless the other party has known or had to know the error.

2 The judge may, if fairness requires, award greater damages to the injured party.

Art. 27 F. Consent Vices/I. Error/5. Intermediary error

5. Intermediary error

The rules concerning the error apply by analogy, where the will of one of the parties has been inaccurately transmitted by a messenger or some other intermediary.

Art. 28 F. Consent Vices/II. Dol

II. Dol

1 The party induced to contract by the other's dol is not obliged, even if its error is not essential.

2 The party who is the victim of the dol of a third party shall remain obliged, unless the other party has known or had to know the dol upon conclusion of the contract.

Art. F. Consent Vices/III. Fear founded/1. Contract Conclusion

III. Fear founded

1. Contract Conclusion

1 If one of the parties contracted under the empire of a justified fear that it would have inspired the other party or a third party, it is not obliged to do so.

2 Where the threats are caused by a third party and the other party has neither known nor known, that of the contractors who is the victim of the threats and who wishes to dispose of the contract is obliged to compensate the other party if the other party so requires.

Art. F. Consent Vices/III. Fear founded/2. Elements of founded fear

2. Elements of founded fear

1 The fear is deemed to be justified when the threatened party had to believe, according to the circumstances, that a serious and imminent danger threatened itself, or one of its relatives, in its life, person, honour or property.

2 The fear of invoking a right may be taken into account only if the embarrassment of the threatened party has been exploited to extort excessive benefits from it.

Art. F. Consent Vices/IV. Consent covered by the ratification of the contract

IV. Consent covered by the ratification of the contract

1 The contract entered into error or dol, or entered into under the empire of founded fear, shall be held for ratification where the party which it does not oblige has allowed to elapse one year without declaring to the other its resolution not to maintain it, or without repeating it What she paid.

2 The short delay as soon as the error or the dol has been discovered, or as soon as the fear has dissipated.

3 Ratification of a downed contract or entered into under the empire of founded fear does not necessarily imply a waiver of the right to claim damages.

Art. 32 G. Representation/I. Under powers/1. In general/a. Effects of Representation

G. Representation

I. Under authority

1. In general

A. Effects of Representation

1 The rights and obligations arising from a contract made on behalf of another person by an authorized representative shall be transferred to the representative.

2 Where, at the time of the conclusion of the contract, the representative has not made himself known as such, the representative shall become directly creditor or debtor only if the person with whom the representative contracts had to infer circumstances that existed Representation report, or if it was indifferent to deal with either.

3 In other cases, a transfer of the debt or a return of the debt is necessary in accordance with the principles governing these acts.

Art. 33 G. Representation/I. Under powers/1. In general/b. Scope of authorities

B. Scope of authorities

1 The power to carry out legal acts for others, as it is based on reports of public law, is governed by the public law of the Confederation or the cantons.

2 Where the powers arise from a legal act, the scope is determined by that act itself.

3 If the credentials have been brought by the representative to the knowledge of a third party, the extent thereof shall be determined to the third party by the terms of the communication made to it.

Art. 34 G. Representation/I. Under powers/2. Powers deriving from a legal act/a. Restriction and revocation

2. Powers arising from a legal act

A. Restriction and revocation

1 The representative has at all times the right to restrict or revoke the powers arising from a legal act, without prejudice to the claims that the representative may have to make against him under another case, such as an individual contract Work, a company contract or a warrant. 1

2 Any advance renunciation of this right by the representative shall be null and void.

3 Where the representative has made known, either in express terms or in his actions, the powers conferred by him, he may not object to third parties in good faith the total or partial revocation only if he has also made known that revocation.


1 New content according to the c. II art. 1 ch. 1 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972. See also disp. End. And trans. Of the tit. X at the end of the text.

Art. 35 G. Representation/I. Under powers/2. Powers deriving from a legal act/b. Effects of death, disability, etc.

B. Effects of death, disability, etc.

1 The powers deriving from a legal act shall be extinguished by the loss of the exercise of civil rights, by the bankruptcy, by the death or by the declaration of absence, either of the representative or of the representative, unless the contrary has been ordered or Results from the nature of the case. 1

2 The same applies when a corporation ceases to exist, or when a corporation on the commercial register is dissolved.

3 The personal rights of the parties to each other remain reserved.


1 New content according to the c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Art. 36 G. Representation/I. Under powers/2. Powers deriving from a legal act/c. Return of the title of the credentials

C. Restoration of the title of the credentials

1 The representative of a title recording his or her credentials shall be obliged, when they have ceased to do so, to return it or to file it in court.

2 If the representative or his successors in title fail to compel the representative to do so, they shall reply to the damage which may result in respect of third parties in good faith.

Art. G. Representation/I. Under powers/2. Powers deriving from a legal act/d. Timing from which the extinguishment of powers results in its effects

D. Timing from which the extinguishment of powers produces its effects

1 As long as the representative is not aware of the extinguishment of his powers, the representative or his successors in title shall become creditors or debtors as if the credentials still existed.

2 The exceptions are cases in which third parties have known that the powers had been terminated.

Art. 38 G. Representation/II. In the absence of powers/1. Ratification

II. In absence of authority

1. Ratification

1 When a person contracts without authority on behalf of a third party, the person becomes a creditor or debtor only if he ratifies the contract.

2 The other party has the right to require the representative to declare, within a reasonable period of time, whether or not he ratifies the contract; it ceases to be bound, due to the lack of ratification within that time limit.

Art. 39 G. Representation/II. In the absence of powers/2. Failing ratification

2. Failing ratification

1 If the ratification is expressly or tacitly refused, the person who has taken the quality of a representative may be engaged in compensation for the damage resulting from the invalidity of the contract, unless it proves that the other party has known or had to know Lack of authority.

2 In the event of the representative's fault, the judge may, if required by fairness, condemn it to a greater amount of damages.

3 The action based on illegitimate enrichment remains in all cases.

Art. 40 G. Representation/III. Special reserved provisions

III. Special reserved provisions

The special provisions on the powers of representatives and bodies of companies, as well as proxies and other commercial agents, are reserved.

Art. 40 A 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/I. Scope

H. Right of Revocation in Respect of Home Walking or Similar Contracts

Scope of application

1 The following provisions shall apply to contracts relating to securities or services intended for personal or family use of the customer if:

A.
The supplier of goods or services has acted in the course of a professional or commercial activity and
B.
The recipient's benefit exceeds 100 francs.

2 These provisions are not applicable to insurance contracts.

3 In the event of a significant change in the purchasing power of the currency, the Federal Council accordingly adjusts the amount indicated in para. 1, let. B.


1 Introduced by ch. I of the 5 Oct PMQ. 1990, in force since 1 Er Jul. 1991 (RO 1991 846; FF 1986 II 360).

Art. 40 B 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/II. Principle

II. Principle

The purchaser may revoke his offer or acceptance if he or she has been invited to make a commitment:

A. 2
At his or her place of work, in residential premises or in their immediate surroundings;
B.
Public transport or public transport;
C.
During an advertising event related to an excursion or similar opportunity;
D. 3
By telephone or by a similar means of instant voice communication.

1 Introduced by ch. I of the 5 Oct PMQ. 1990, in force since 1 Er Jul. 1991 (RO 1991 846; FF 1986 II 360).
2 New content according to the c. I of the LF of 18 June 1993, in force since 1 Er Jan 1994 (RO) 1993 3120; FF 1993 I 757).
3 Introduced by c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 40 C 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/III. Exceptions

III. Exceptions

The purchaser cannot invoke his right of revocation:

A.
Whether it specifically requested the negotiations;
B.
If he has made his or her statement at a market or fair stand.

1 Introduced by ch. I of the 5 Oct PMQ. 1990 (RO 1991 846; FF 1986 II 360). New content according to the c. I of the LF of 18 June 1993, in force since 1 Er Jan 1994 (RO) 1993 3120; FF 1993 I 757).

Art. 40 D 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/IV. Obligation to inform

IV. Obligation to inform

1 The supplier must, in writing or by any other means of proof of proof thereof, inform the purchaser of his right of revocation, of the form and time limit to be observed in order to enforce it, and communicate his address to him. 2

2 This information must be dated and permit identification of the contract.

3 They must be provided to the purchaser so that he or she becomes aware of it at the time of proposing or accepting the contract.


1 Introduced by ch. I of the 5 Oct PMQ. 1990 (RO 1991 846; FF 1986 II 360). New content according to the c. I of the LF of 18 June 1993, in force since 1 Er Jan 1994 (RO) 1993 3120; FF 1993 I 757).
2 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 40 E 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/V. Revocation/1. Form and delay

V. Revocation

1. Form and Time

1 Revocation is not subject to any form. The proof that it took place within the time limits is the responsibility of the purchaser. 2

2 The revocation period is fourteen days and begins to run as soon as the purchaser: 3

A.
Proposed or accepted the contract and
B.
Has been aware of the information provided for in Art. 40 D .

3 Evidence of the time when the recipient was aware of the information provided for in s. 40 D Responsibility to the supplier.

4 The time limit is met if the purchaser communicates its notice of revocation to the supplier or returns it to the position on the last day of the period. 4


1 Introduced by ch. I of the 5 Oct PMQ. 1990 (RO 1991 846; FF 1986 II 360). New content according to the c. I of the LF of 18 June 1993, in force since 1 Er Jan 1994 (RO) 1993 3120; FF 1993 I 757).
2 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).
3 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).
4 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 40 F 1 H. Right of Revocation in Respect of Home Walking or Similar Contracts/V. Revocation/2. Consequences

2. Consequences

1 If the recipient has revoked the contract, the parties must repay the benefits received.

2 If the purchaser has made use of the item, he or she shall have appropriate rent to the supplier.

3 The recipient must repay the advances and expenses incurred by the person providing the service, in accordance with the terms of reference (s. 402).

4 The recipient shall not pay any other compensation to the supplier.


1 Introduced by ch. I of the 5 Oct PMQ. 1990, in force since 1 Er Jul. 1991 (RO 1991 846; FF 1986 II 360).

Art. 40 G 1

1 Introduced by ch. I of the 5 Oct PMQ. 1990, in force since 1 Er Jul. 1991 (RO 1991 846; FF 1986 II 360). Repealed by c. 5 of the annex to the PMQ of 24 March 2000 on the fors, with effect from 1 Er Jan 2001 (RO) 2000 2355; FF 1999 2591 ).

Chapter II: Obligations resulting from unlawful acts

Art. A. General principles/I. Conditions of responsibility

A. General principles

I. Conditions of responsibility

1 The person who causes, in an unlawful manner, damage to others, either intentionally or negligently or recklessly, is required to repair it.

2 The person who intentionally causes damage to others by acts contrary to morals is also required to repair it.

Art. A. General Principles/II. Fixing of damage

II. Fixing of damage

1 Proof of injury is the responsibility of the applicant.

2 Where the exact amount of the damage cannot be established, the judge shall determine it fairly in consideration of the ordinary course of things and the measures taken by the injured party.

3 Treatment fees for animals that live in the home and are not kept for a heritage purpose or gain are appropriately reimbursed, even if they exceed the value of the animal. 1


1 Introduced by ch. II of the 4 Oct LF. 2002 (Animals), effective from 1 Er April 2003 ( RO 2003 463 ; FF 2002 3885 5418).

Art. 43 A. General Principles/III. Fixing the allowance

III. Fixing the allowance

1 The judge shall determine the mode and extent of the remedy, based on the circumstances and the gravity of the fault.

1bis Where an animal that lives in a domestic environment and is not retained for a heritage or gain purpose, is injured or killed, the judge may take into account, to an appropriate extent, the affective value of the animal for its holder or their relatives. 1

2 Damages may be awarded in the form of an annuity only if the debtor is at the same time liable to provide security.


1 Introduced by ch. II of the 4 Oct LF. 2002 (Animals), effective from 1 Er April 2003 ( RO 2003 463 ; FF 2002 3885 5418).

Art. 44 A. General Principles/IV. Reduction of compensation

IV. Reduction of compensation

1 The judge may reduce, or even not allocate, damages where the injured party has consented to the injury or where the facts of which the injured party has been responsible have contributed to the injury, increase it, or have aggravated the situation of the injured party. Debtor.

2 Where the damage has been caused neither intentionally nor by the effect of gross negligence or recklessness, and its remedy would expose the debtor to the inconvenience, the judge may fairly reduce the damages.

Art. 45 A. General principles/V. Particular cases/1. Man's death and bodily harm/a. Damages in case of death

V. Particular cases

1. Man's death and bodily harm

A. Damages in case of death

1 In the case of a man's death, the damages include the costs, including those for burial.

2 If death did not occur immediately, they include in particular the costs of treatment, as well as the damage arising from incapacity for work.

3 Where, as a result of death, other persons have been deprived of their support, they shall also be compensated for such loss.

Art. A. General principles/V. Particular cases/1. Man's death and bodily harm/b. Damages for bodily harm

B. Damages for bodily harm

1 In the case of bodily harm, the injured party shall be entitled to reimbursement of the costs and damages resulting from his or her inability to work in whole or in part, as well as the damage to his economic future.

2 If, at the time of the judgment, it is not possible to determine with sufficient certainty the consequences of bodily harm, the judge shall have the right to reserve a review of the judgment for a period of not more than two years from the day on which the judgment is delivered.

Art. A. General principles/V. Particular cases/1. Man's death and bodily harm/c. Moral repair

C. Moral repair

The judge may, taking into account special circumstances, allocate to the victim bodily harm or, in the case of human death, an equitable compensation to the family as a moral remedy.

Art. 48 1 A. General principles/V. Particular cases/2. ...

2. ...


1 Repealed by Art. 21 para. 1 of the PMQ of Sept. 30. 1943 on unfair competition, with effect from 1 Er March 1945 (RS 2 945).

Art. 1 A. General principles/V. Particular cases/3. Reaching personality

3. Reaching personality

1 A person who suffers unlawful interference with his or her personality shall be entitled to a sum of money as a moral remedy, provided that the seriousness of the infringement justifies it and that the author has not given him satisfaction otherwise 2 .

2 The judge may substitute or add another method of compensation to the allowance of this allowance.


1 New content according to the c. II 1 of the LF of 16 Dec. 1983, in force since 1 Er Jul. 1985 (RO 1984 778; FF 1982 II 661).
2 In the German text " ... Und diese nicht anders wiede R Gutgemacht worden ist " And in the Italian text " ... E questa non sia stata riparata in altro modo ... " (... and that the damage suffered has not been fixed otherwise ...).

Art. 50 A. General Principles/VI. Multiplural liability/1. In the case of an unlawful act

VI. Multiplural liability

1. In the case of an unlawful act

1 When several have caused injury together, they are jointly and severally liable to fix it, without the need to distinguish between the instigator, the principal author and the accomplice.

2 The judge will assess whether they have a right of appeal against each other and will determine, where appropriate, the scope of the appeal.

3 The receller shall be liable for the damage only as long as it has received a share of the gain or caused injury by reason of its cooperation.

Art. A. General Principles/VI. Plural liability/2. Competition of various causes of injury

2. Competition for various causes of injury

1 Where several respond to the same damage in accordance with different causes (unlawful act, contract, law), the legal provisions concerning the use of those who have caused injury together shall apply mutatis mutandis.

2 The damage is, in the rule, borne in the first line by that of those responsible for whom the wrongful act has determined and, ultimately, by the person who, without any fault of his or her part or contractual obligation, is bound by it The law.

Art. A. General Principles/VII. Self-defence, necessity, authorized use of force

VII. Self-defence, necessity, authorized use of force

1 In the case of self-defence, there is no compensation for damage to the person or property of the aggressor.

2 The judge shall fairly determine the amount of compensation payable by the person who infringes the property of another person in order to preserve or preserve a third of an injury or imminent danger.

3 A person who uses force to protect his rights shall not be entitled to compensation if, according to the circumstances, the intervention of the authority could not be obtained in due time and there was no other way to prevent such rights from being granted Lost or that the exercise was made much more difficult.

Art. A. General Principles/VIII. Relationship between civil law and criminal law

VIII. Relationship between civil law and criminal law

1 The judge is not bound by the imputability provisions of the criminal law, nor by the acquittal in the criminal case, to decide whether there has been a mistake or whether the perpetrator of the wrongful act was capable of discernment.

2 The criminal judgment does not bind the civil judge any more with regard to the assessment of the fault and the fixing of the damage.

Art. B. Responsibility of persons unable to discernment

B. Responsibility of persons unable to discernment

1 If fairness so requires, the judge may convict a person who is even incapable of discernment for the total or partial reparation of the damage that it has caused.

2 The person who has been struck by a temporary incapacity for discernment is required to make good the damage that he has caused in that condition, if he proves that he has been put without his fault.

Art. C. Employer's liability

C. Employer's liability

1 The employer shall be liable for the damage caused by its workers or other auxiliaries in the performance of their work, if it proves that it has taken all the care ordered by the circumstances in order to divert such damage or that its Did not prevent the damage from occurring. 1

2 The employer shall have recourse against the person who caused the injury, as the person responsible for the damage.


1 New content according to the c. II art. 1 ch. 2 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972. See also disp. End. And trans. Tit. X at the end of the text.

Art. 56 D. Liability of the holder of animals/I. Damages

D. Liability of the holder of animals

I. Damages

1 In the case of damage caused by an animal, the person holding the animal shall be liable if it proves that it has kept and monitored it with all due attention under the circumstances or that its diligence did not prevent the damage from occurring.

2 Its use remains reserved, if the animal has been circumsited by either a third party or an animal belonging to another person.

3 ... 1


1 Repealed by Art. 27 ch. 3 of the LF of 20 June 1986 on hunting, with effect from 1 Er April 1988 (RO 1988 506; FF 1983 II 1229).

Art. 57 D. Responsibility of the holder of animals/II. Right to take over animals

II. Right to take over animals

1 The owner of a building has the right to seize the animals belonging to another person who are causing damage on that building, and to retain them as a guarantee of the compensation that may be owed to him; he even has the right to kill them, if that measure is Justified by the circumstances.

2 It is, however, required to notify the owner of the animals without delay and, if it does not know, to take the necessary measures to discover it.

Art. E. Responsibility for Buildings and Other Works/I. Damages

E. Responsibility for Buildings and Other Works

I. Damages

1 The owner of a building or any other structure shall be responsible for the damage caused by defects in construction or by the lack of maintenance.

2 He reserved his appeal against those responsible to him for that leader.

Art. E. Responsibility for buildings and other works/II. Security measures

II. Security measures

1 The person who is threatened with damage arising from the building or the work of others shall have the right to require the owner to take the necessary measures to remove the danger.

2 Police regulations are reserved for the protection of persons and property.

Art. A 1 F. Signing Key Responsibility

F. Signing Key Responsibility

1 The holder of a signature key responds to third parties for the damage they have suffered because they have relied on a valid certificate issued by a recognised certification service provider within the meaning of the law of 19 December 2003 on electronic signature 2 .

2 The signing key holder is released from liability if he or she can credibly establish that he or she has taken the security measures reasonably imposed by the circumstances to avoid misuse of the signing key.

3 The Federal Council shall adopt the security measures to be taken within the meaning of para. 2.


1 Introduced by ch. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).
2 RS 943.03

Art. 60 G. Prescription

G. Prescription 1

1 The action for damages or in payment of a sum of money as a moral remedy shall be prescribed for one year from the day on which the injured party has become aware of the damage and of the person who is the author thereof, and in all cases Ten years from the day on which the harmful event occurred.

2 However, if the damages derive from a punishable act subject to a longer-term limitation period, this requirement applies to civil action.

3 If the wrongful act gave rise to a claim against the injured party, the injured party may refuse the payment even if the right to demand compensation for the damage would be met by the limitation period.


1 New content according to the c. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Art. 61 H. Responsibility of Public Servants and Public Employees

H. Responsibility of Public Servants and Public Employees 1

1 Federal or cantonal legislation may derogate from the provisions of this Chapter, in respect of liability incurred by public officials and employees for the damage or moral damage they cause in the exercise of their Load.

2 Cantonal laws may not derogate from the provisions of this Chapter, in the case of acts committed by public servants or public employees relating to the performance of an industry.


1 New content according to the c. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Chapter III: Obligations resulting from illegitimate enrichment

S. 62 A. Conditions/I. In general

A. Conditions

I. In general

1 Those who, without legitimate cause, have enriched themselves at the expense of others, shall be obliged to return.

2 Restitution is due, in particular, to what has been received without cause, by virtue of a cause that has not occurred, or a cause that has ceased to exist.

S. 63 A. Conditions/II. Payment of Undue

II. Payment of Undue

1 He who voluntarily paid what he should not cannot repeat if he does not prove that he has paid by mistake, that he should have paid what he paid.

2 What has been paid to pay a prescribed debt or to perform a moral duty cannot be repeated.

3 The provisions of the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy are reserved. 1 On the repetition of undue hardship.


Art. 64 B. Scope of restitution/I. Obligations of the defendant

B. The extent of the return

I. Defendant's obligations

There is no place for restitution, to the extent that the person who has received unduly determines that he is no longer enriched at the time of repetition; unless, however, he has divested itself in bad faith from what he has received or ought to have known, by Divestiture, that it could be required to return.

Art. B. The extent of restitution/II. Rights Resulting from the Awards

II. Rights Resulting from the Awards

1 The defendant shall be entitled to the reimbursement of his necessary or useful awards; nevertheless, if he was already in bad faith at the time of receipt, the relevant awards shall be reimbursed to him only to the extent of the added value which still exists at the time Of the return.

2 The other awards shall not entil him to any compensation, but he shall have the right to remove, before any restitution, what he has joined and which can be separated without damage to it, if the applicant does not offer him the counter-value of his Impenses.

Art. 66 C. Excluded Repeating

C. Excluded Repeating

There is no repetition of what has been given in order to achieve an illegal or contrary to the morals.

Art. 67 D. Prescription

D. Prescription

1 The action on grounds of illegitimate enrichment shall be prescribed for one year from the day on which the injured party has become aware of its right of repetition, and, in all cases, ten years from the date of the birth of that right.

2 If the enrichment consists of a claim against the injured party, the party may refuse the payment at the same time as its rights would be affected by the limitation period.

Title II: From the Effect of Obligations

Chapter I: Implementation of obligations

Art. 68 A. General principles/I. Execution by the debtor himself

A. General principles

I. Execution by the debtor himself

The debtor is required to perform his or her obligation personally only if the creditor has an interest in being executed by the debtor himself.

Art. 69 A. General Principles/II. Object of execution/1. Partial payment

II. Execution Object

1. Partial payment

1 The creditor may refuse a partial payment, where the debt is liquid and payable at all.

2 If the creditor accepts a partial payment, the debtor cannot refuse to pay the recognised part of the debt.

Art. A. General Principles/II. Purpose of enforcement/2. indivisible obligation

2. Indivisible obligation

1 Where the obligation is indivisible and there are several creditors, each of them may require the full execution of the obligation and the debtor is bound to be free to all.

2 If there are several debtors, each of them is obliged to pay the indivisible obligation for the whole.

3 Unless the contrary is the result of the circumstances, the debtor who paid has an appeal against his co-debtors for their share and is subrogated to that extent to the creditor's rights.

Art. A. General Principles/II. Object of execution/3. Debt of an Indeterminate

3. Debt of an Indeterminate

1 If the result is determined only by its kind, the choice belongs to the debtor, unless the opposite is the result of the case.

2 However, the debtor cannot provide a quality inferior to the average quality.

Art. 72 A. General Principles/II. Execution Object/4. Alternative obligations

4. Alternative obligations

If the contrary is not the result of the case, the choice belongs to the debtor where his obligation extends to several benefits but can only be held by one of them.

Art. A. General Principles/II. Object of execution/5. Interest

5. Interest

1 Those who owe interest, the rate of which is not fixed by the convention, or by law or use, shall pay them at the annual rate of 5 %.

2 The suppression of abuses in the area of conventional interest is reserved for public law.

S. 74 B. Place of performance

B. Place of performance

1 The place where the obligation is to be fulfilled shall be determined by the express or presumed will of the parties.

2 Failing provision to the contrary, the following provisions shall apply:

1.
In the case of a sum of money, the payment is made in the place where the creditor is domiciled at the time of payment;
2.
Where the obligation relates to a particular thing, the thing is issued in the place where it was at the time of the conclusion of the contract;
3.
Any other obligation is carried out in the place where the debtor was domiciled when it arose.

3 If the performance of an obligation that had to be paid in the creditor's domicile is substantially aggravated by the fact that the creditor has changed domicile since the obligation arose, the enforcement may take place validly in its Primitive home.

Art. 75 C. Enforcement Epoc/I. Non-term obligations

C. Execution Epoque

I. Non-term obligations

In the absence of a stipulated term or resulting from the nature of the case, the obligation may be enforced and enforcement may be required immediately.

Art. 76 C. Epoque of execution/II. Term Liabilities/1. Monthly Terms

II. Term bonds

1. Monthly Terms

1 The term fixed for performance at the beginning or end of a month means the first or last day of the month.

2 The term fixed in the middle of a month is the fifteen of this month.

Art. 77 C. Epoque of execution/II. Term bonds/2. Other terms

2. Other terms

1 Where an obligation has to be fulfilled or any other legal act performed after the expiry of a certain period of time since the conclusion of the contract, the term shall be settled as follows:

1.
If the time limit is fixed per day, the debt is due on the last day of the period, that of the conclusion of the contract is not counted; if it is eight or fifteen days, it means not one or two weeks, but eight or fifteen full days;
2.
If the time limit is fixed per week, the debt is due on the day that, in the last week, corresponds with its name on the day of the conclusion of the contract;
3.
If the time limit is fixed per month or by a period of several months (year, semester, quarter), the debt is due on the day which, in the last month, corresponds to its day on the day of the conclusion of the contract; if it is not Last month, the day of the obligation is on the last day of that month.
The term "half month" is equivalent to a period of fifteen days; if the time limit is one or more months and half a month, the fifteen days shall be counted as the last one.

2 These rules shall also apply if the time limit is short from a time other than that of the conclusion of the contract.

3 Where an obligation has to be fulfilled within a certain period of time, the debtor is required to pay before the expiry of the time limit fixed.

S. 78 C. Epoque of execution/II. Term Liabilities/3. Sunday and statutory holidays

3. Sunday and holidays

1 The deadline that falls on a Sunday or on another statutory holiday 1 By the laws in force in the place of payment, shall be deferred from full to the first non-statutory holiday.

2 The conventions to the contrary remain reserved.


1 For statutory time limits under federal law and for time limits fixed by authorities in accordance with federal law, Saturday is currently treated as an officially recognized holiday (art. 1 of the LF of 21 June 1963 on the assumption of time limits comprising a Saturday; RS 173.110.3 ).

Art. C. Epoque of execution/III. Hours spent on business

III. Hours spent on business

Execution takes place and must be accepted, on the day of maturity, during normal business hours.

Art. 80 C. Epoque of execution/IV. Extension of term

IV. Extension of term

In the event of an extension of the term agreed upon for enforcement, the new time limit shall run from the first day following the expiration of the previous period, unless otherwise specified.

Art. C. Execution Epoque/V. Early execution

V. Early execution

1 The debtor may perform his or her obligation before the due date, if the contrary intention of the parties is not apparent from the terms or the nature of the contract or the circumstances.

2 However, it has the right to deduct a discount only if it is authorized by the agreement or use.

Art. C. Epoque of execution/VI. In bilateral contracts/1. Execution Mode

VI. In bilateral contracts

1. Run mode

The person who pursues the performance of a bilateral contract must have executed or offered to carry out its own obligation, unless it is for the benefit of a term based on the terms or the nature of the contract.

Art. 83 C. Epoque of execution/VI. In bilateral contracts/2. Unilateral termination in insolvency proceedings

2. Unilateral Termination in Insolvency

1 If, in a bilateral contract, the rights of one of the parties are put at risk because the other party has become insolvent, and in particular in the event of an unsuccessful or unsuccessful seizure, the party so threatened may refuse to execute until The performance of the obligation owed to it has been guaranteed.

2 It may depart from the contract if that guarantee is not provided to it, at its request, within a reasonable period of time.

Art. 84 1 D. Payment/I. Currency of the country

D. Payment

Currency of the country

1 The payment of a debt which is the object of a sum of money is made by means of payment which are legal tender in the currency due.

2 If the debt is expressed in a currency which is not the currency of the country of the place of payment, it may be paid in the currency of the country in the day of the due date, unless the literal execution of the contract has been stipulated by the words "Effective value" or by some other similar complement.


1 New content according to the c. 2 of the annex to the PMQ of Dec 22. 1999 on the monetary unit and the means of payment, in force since 1 Er May 2000 ( RO 2000 1144 ; FF 1999 6536 ).

Art. 85 D. Payment/II. Imputation/1. In the case of partial payment

II. Imputation

1. In case of partial payment

1 The debtor cannot charge a partial payment on capital only as long as it is not late for interest or costs.

2 If the creditor has received a portion of the debt of bonds, guarantees or other security rights, the debtor does not have the right to charge a partial payment on the secured or better guarantee portion of the debt.

Art. 86 D. Payment/II. Imputation/2. If there are several debts/a. According to the statement of the debtor or creditor

2. If there are several debts

A. According to the statement of the debtor or creditor

1 A debtor who has several debts to pay to the same creditor has the right to report, at the time of payment, which he or she intends to pay.

2 In the absence of a declaration on its part, the payment is charged against the debt that the creditor designates in the discharge, if the debtor does not oppose it immediately.

Art. D. Payment/II. Imputation/2. If there are several debts/b. According to the law

B. According to the law

1 Where there is no valid declaration, or where there is no charge, the payment shall be charged against the debt owing; if several debts are payable, on the one which gave rise to the first proceedings against the debtor; Has not been prosecuted, on the debt matured the first.

2 If several debts are due at the same time, the charge is proportionally charged.

3 If none of the debts has lapsed, the charge is made to the one with the least amount of security for the creditor.

Art. D. Payment/III. Release and surrender of title/1. Right to require them

III. Release and surrender of title

1. The right to require them

1 The debtor who pays has the right to demand a discharge and, if the debt is extinguished in full, the surrender or cancellation of the title.

2 If the payment is not full or if the title confers other rights to the creditor, the debtor may only require a receipt and the reference to the payment on the title.

Art. 89 D. Payment/III. Release and Discharge of Title/2.

2. Effects

1 In the case of interest or other periodic royalties, the creditor who gives discharge for a term, without making any reservations, is presumed to have collected the earlier terms.

2 If it gives discharge for capital, it is presumed to have collected the interest.

3 The surrender of the title to the debtor presumes the extinguishment of the debt.

Art. D. Payment/III. Release and surrender of title/3. Unable to submit title

3. Unable to submit title

1 If the creditor claims to have lost the title, the debtor who pays may require the creditor to issue an authentic, or duly legalized, declaration recognizing the cancellation of the debt and extinguishment of the debt.

2 The provisions concerning the cancellation of securities are reserved.

Art. 91 E. Remains of Creditor/I. Conditions

E. Demeure of the Creditor

I. Conditions

The creditor shall remain in a position where he refuses without lawful reason to accept the performance which is regularly offered to him, or to carry out the preparatory acts which are incumbent upon him and without which the debtor cannot fulfil his obligation.

Art. 92 E. Applicant of Creditor/II. Effects/1. When the object of the obligation consists of one thing/a. Right to log

II. Effects

1. When the subject matter of the obligation is one thing

A. Right to record

1 Where the creditor remains, the debtor has the right to record the creditor's costs and risks and thereby discharge his obligation.

2 The judge shall decide the place of the consignment; however, the goods may, even without a decision of the judge, be recorded in a warehouse. 1


1 New content according to the c. 5 of the annex to the PMQ of 24 March 2000 on the fors, in force since 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).

Art. 93 E. Applicant of Creditor/II. Effects/1. When the object of the obligation consists of one thing/b. Right to Sell

B. Right to sell

1 If the nature of the thing or the type of business obstruct a consignment, if the thing is subject to dieback, or if it requires maintenance costs or considerable filing costs, the debtor may, after prior notice and with The authorization of the judge, publicly sell and record the price.

2 If the thing is quoted on the stock exchange, if it has a current price, or if it is of little value in proportion to the costs, it is not necessary for the sale to be public, and the judge may authorise it even without prior warning.

Art. 94 E. Applicant of Creditor/II. Effects/1. When the object of the obligation consists of one thing/c. Right to remove recorded thing

C. Right to withdraw the recorded thing

1 The debtor has the right to withdraw the recorded thing, as long as the creditor has not declared that he accepts it or until the deposit has had the effect of extinguishing a pledge.

2 The debt is reborn with all its accessories as soon as the consignment is withdrawn.

Art. 95 E. Applicant of Creditor/II. Effects/2. When the subject matter of the obligation is not something

2. When the subject matter of the obligation is not something

Where the subject matter of the obligation does not consist in the delivery of one thing, the debtor may, if the creditor remains, terminate the contract in accordance with the provisions governing the debtor's home.

Art. 96 F. Running prevented for other causes

F. Running prevented for other causes

The debtor is authorized to record or dispose of the contract, as in the case of the creditor's home, if the benefit due cannot be provided to the creditor, his or her representative, for another personal cause to the creditor, or Uncertainty about the person without the debtor's fault.

Chapter II: Effects of non-fulfilment of obligations

Art. 97 A. Inexecution/I. Liability of the debtor/1. In general

A. Inperformance

I. Liability of the debtor

1. In general

1 Where the creditor is unable to obtain the performance of the obligation or cannot obtain it only imperfectly, the debtor is required to make good the resulting damage, unless it proves that no fault is attributable to him.

2 The Provisions of the Federal Law of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 And the Code of Civil Procedure of 19 December 2008 (CPC) 2 Apply to the run. 3


1 RS 281.1
2 RS 272
3 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 98 A. Inexecution/I. Responsibility of the debtor/2. Obligations to do and not to do

2. Obligations to do and not to do

1 In the case of an obligation to do so, the creditor may be entitled to execution at the expense of the debtor; any action for damages remains reserved.

2 A person who contravens an obligation not to do so shall be liable for damages by reason only of the contravention.

3 In addition, the creditor has the right to require that what has been done in breach of the undertaking be deleted; it may be authorized to do so at the expense of the debtor.

Art. A. Inexecution/II. Extent of repair/1. In general

II. Repair Scope

1. In general

1 In general, the debtor answers any wrongdoing.

2 This responsibility is more or less extensive depending on the particular nature of the case; it is particularly appreciated if the case is not intended to provide an advantage to the debtor.

3 The rules on liability arising from unlawful acts shall apply mutatis mutandis to the effects of the contractual fault.

Art. 100 A. Inexecution/II. Scope of reparation/2. Exclusive agreement of liability

2. Exclusive Convention of Liability

1 Any stipulation that the debtor of the liability incurred in the event of a dol or serious misconduct should be free of charge shall be void.

2 The judge may, by virtue of his discretion, hold a clause which would free the debtor from liability in the event of a minor fault in advance, if the creditor, at the time when he gave up the search for the debtor, was in his Service, or if the liability results from the exercise of an industry licensed by the authority.

3 The specific rules of the insurance contract remain reserved.

Art. 101 A. Inexecution/II. Extent of repair/3. Responsibility for auxiliaries

3. Responsibility for auxiliaries

1 Those who, even in a lawful manner, entrust to auxiliaries, such as persons living in households with him or workers, the care to fulfil an obligation or to exercise a right deriving from an obligation is liable to the other party The damage they cause in the performance of their work. 1

2 A prior agreement may exclude, in whole or in part, liability arising from the auxiliaries.

3 If the creditor is in the service of the debtor, or if the liability is the result of the exercise of an industry granted by the authority, the debtor is entitled to an agreement only with the liability arising out of a minor fault.


1 New content according to the c. II art. 1 ch. 3 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972. See also disp. End. And trans. Tit. X at the end of the text.

Art. 102 B. Debtor's abode/I. Conditions

B. Debtor's abode

I. Conditions

1 The debtor of an obligation owing is subject to the creditor's arrest.

2 Where the day of execution has been determined by mutual agreement, or fixed by one of the parties under a right to be reserved and by means of a regular warning, the debtor shall be retained by the expiration of that day only.

Art. 103 B. Debtor's abode/II. Effects/1. Liability for fortuitous cases

II. Effects

1. Liability for Incidental Cases

1 The debtor remains liable for damages for late performance and even responds to the fortuitous event.

2 He can evade this responsibility by proving that he has found himself without any fault on his part or that the fortuitous event would have reached the result, to the detriment of the creditor, even if the execution had taken place on time.

Art. 104 B. Debtor's abode/II. Effects/2. Moratorium/a. In general

2. Moratorium Interest

A. In general

1 The debtor who is still in charge for the payment of a sum of money owes the moratorium interest at 5 % a year, even if a lower rate had been set for the conventional interest.

2 If the contract stipulates, directly or in the form of a periodic bank reserve, an interest of more than 5 %, that higher interest may also be required of the debtor in question.

3 Between traders, as long as the discount in the place of payment is more than 5 %, the interest moratorium can be calculated at the discount rate.

Art. 105 B. Debtor's abode/II. Effects/2. Moratorium/b. Custodian of Interest, Arrears and Amounts Data

B. Reminator for interest, arrears and data

1 The debtor, for the payment of interest, arrears or an amount donated by the debtor, shall have a moratorium only from the day of the prosecution or application in court.

2 Any contrary stipulation shall be assessed in accordance with the provisions governing the criminal clause.

3 Interest may not be charged due to delay in the payment of moratoria.

Art. 106 B. Debtor's abode/II. Effects/3. Additional Injury

3. Additional Injury

1 Where the damage suffered by the creditor is greater than the interest in the moratorium, the debtor is required to also remedy the damage, if it proves that no fault is attributable to the debtor.

2 If such additional damage can be assessed in advance, the judge may determine the amount by pronouncing on the merits.

Art. 107 B. Debtor's abode/II. Effects/4. Right of termination/a. With a time limit

4. Right of termination

A. With a time limit

1 Where, in a bilateral contract, one of the parties is in a formal position, the other party may fix it or cause it to be fixed by the competent authority with a reasonable period of time for execution.

2 If the execution did not take place at the end of that period, the right to request it and to sue for damages for delay may still be exercised; however, the creditor who makes the immediate declaration may waive that Right and claim damages for non-performance or from the contract.

S. 108 B. Debtor's abode/II. Effects/4. Right of termination/b. Immediate Termination

B. Immediate Termination

The setting of a time limit is not necessary:

1.
Where it is apparent from the attitude of the debtor that this measure would have no effect;
2.
Where, as a result of the debtor's home, the performance of the obligation has become unhelpful to the creditor;
3.
Where under the terms of the contract the execution must take place exactly at a fixed term or within a specified period.
S. 109 B. Debtor's abode/II. Effects/4. Termination Fee/c. Effects of termination

C. Effects of termination

1 The creditor who leaves the contract may refuse the promised benefit and repeat what he has already paid.

2 It may also request compensation for damage resulting from the lapse of the contract, if the debtor proves that no fault is attributable to him.

Chapter III: The effect of obligations on third parties

Art. 110 A. Subrogation

A. Subrogation

The third party who pays the creditor is legally subrogated to the rights of the creditor:

1.
When it destrikes a thing that is pledged for the debt of others and that it has a right of ownership or other real right in that thing;
2.
Where the creditor has been notified by the debtor that the third party who pays it must take its place.
S. 111 B. Strong Door

B. Strong Door

Whoever promises to others the fact of a third party is liable to damages for non-performance on the part of that third party.

Art. 112 C. Stipulations for Others/I. In general

C. Stipulations for Others

I. In general

1 Those who, acting on their own behalf, have stipulated an obligation in favour of a third party shall have the right to demand that they be carried out for the benefit of that third party.

2 The third party or its successors in title may also personally request the execution, where such has been the intention of the parties or that such is the use.

3 In this case, and from the moment the third party declares to the debtor that he intends to use his right, he no longer depends on the creditor to release the debtor.

Art. 113 C. Stipulations for Others/II. In the case of civil liability covered by insurance

II. In the case of civil liability covered by insurance

Where an employer is insured against the consequences of civil liability and the employee has contributed at least half to the payment of premiums, the rights deriving from the insurance shall belong exclusively to the employee.

Title 3: Extinction of obligations

Art. 114 A. Extinction of the accessories of the obligation

A. Extinction of the accessories of the obligation

1 Where the principal obligation is extinguished by the payment or otherwise, the bonds, guarantees and other ancillary rights shall also be extinguished.

2 Previously accrued interest can no longer be claimed only if this right has been stipulated or is the result of the circumstances.

3 The special provisions on real estate, securities and concordat are reserved.

Art. 115 B. Conventional Discount

B. Conventional Discount

There is no need for any special form for the cancellation or reduction of a debt obligation, even if, according to the law or the will of the parties, the obligation could only have arisen under certain conditions of form.

Art. 116 C. Novation/I. In general

C. Novation

I. In general

1 Novation does not presume.

2 In particular, the novation does not result from the subscription of a foreign exchange undertaking because of an existing debt, or the signature of a new debt obligation or a new act of guarantee; the whole, unless otherwise agreed.

Art. C. Novation/II. Current account

II. Current account

1 The only registration of the various items in a current account is a novation.

2 However, there is a novation when the balance of the account has been stopped and recognized.

3 If one of the articles is for the benefit of special guarantees, the creditor retains those guarantees, even after the balance of the account has been stopped and recognised; any contrary agreement remains reserved.

Art. 118 D. Confusion

D. Confusion

1 The obligation is extinguished by confusion, where the qualities of creditor and debtor are in the same person.

2 The obligation is reborn, if the confusion comes to an end.

3 The special provisions on real estate and securities are reserved.

S. 119 E. Impossibility of enforcement

E. Impossibility of enforcement

1 The obligation shall be extinguished when the execution becomes impossible due to circumstances not attributable to the debtor.

2 In bilateral contracts, the debtor so released is required to return, in accordance with the rules of illegitimate enrichment, what he has already received, and he can no longer claim what was left to him.

3 The exceptions are cases in which the law or contract puts the risk to the creditor before the obligation is fulfilled.

Art. 120 F. Compensation/I. Conditions/1. In general

F. Compensation

I. Conditions

1. In general

1 Where two persons are debited to each other for money or other benefits of the same kind, each party may offset its debt with its debt if both debts are payable.

2 The debtor may oppose the set-off even if the claim is disputed.

3 The set-off of a prescribed debt may be invoked if the claim was not extinguished by the limitation period at the time it could be offset.

Art. 121 F. Compensation/I. Conditions/2. Bond

2. Bond

The surety may refuse to pay the creditor, as the principal debtor has the right to invoke the compensation.

Art. 122 F. Compensation/I. Conditions/3. Stipulations for Others

3. Stipulations for Others

The person who has obliged a third party cannot offset his debt with what the other contractor owes him.

Art. 123 F. Compensation/I. Conditions/4. In the event of the debtor's bankruptcy

4. In the case of the debtor's bankruptcy

1 Creditors have the right, in the bankruptcy of the debtor, to offset their claims, even if they are not payable, with those that the bankrupt may have against them.

2 The inadmissibility or revocability of compensation in the event of the debtor's bankruptcy is governed by the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 .


Art. 124 F. Compensation/II. Effects

II. Effects

1 Compensation takes place only as long as the debtor makes known to the creditor its intention to invoke it.

2 The two debts are then deemed to be extinguished, up to the amount of the lowest, from the time they could be offset.

3 The specific uses of trade in the current account are reserved.

Art. 125 F. Compensation/III. Non-compensable claims

III. Non-compensable claims

Cannot be extinguished by compensation against the will of the creditor:

1.
Claims for purposes of restitution, or the counter-value of a thing deposited, subtracted without charge or retained by dol;
2.
Claims whose special nature requires the effective payment in the hands of the creditor, such as food and the salary absolutely necessary for the maintenance of the debtor 1 And his family;
3.
Claims arising from public law in favour of the State and the municipalities.

1 In the German texts " Gläubigers " And Italian " Del creditore ". "Creditor" must read in French.

Art. F. Compensation/IV. Waiver

IV. Waiver

The debtor may waive the compensation in advance.

Art. 127 G. Prescription/I. Timeliness/1. Ten Years

G. Prescription

I. Time Limits

1. Ten years

All actions are prescribed for ten years, when the federal civil law does not provide otherwise.

S. 128 G. Prescription/I. Time limits/2. Five years

2. Five years

Prescribes for five years:

1.
Rents and fermages, capital interest and any other periodic royalties;
2.
Actions for supplies of food, alimony and eggplant expenditure;
3. 1
The actions of craftsmen, for their work; merchants in detail, for their supplies; doctors and other people of art, for their care; lawyers, prosecutors, law and notaries, for their professional services; and Workers, for their services.

1 New content according to the c. II art. 1 ch. 4 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Art. 129 G. Prescription/I. Timeliness/3. Requirements for Requirements

3. Requirements for Requirements

The limitation periods laid down in this Title shall not be amended conventionally.

Art. 130 G. Prescription/I. Timeliness/4. Beginning of prescription/a. In general

4. Commencement of prescription

A. In general

1 The requirement is short as soon as the debt became due.

2 If the chargeability of the claim is subject to a warning, the requirement shall run from the day on which that warning could be given.

Art. 131 G. Prescription/I. Timeliness/4. Beginning of prescription/b. In respect of periodic benefits

B. In respect of periodic benefits

1 In respect of life annuities and other similar periodic benefits, the limitation period, as to the right to claim the service, from the day on which the first term remained unpaid.

2 The requirement of the receivable results in that of the arrears.

S. 132 G. Prescription/I. Timeliness/5. Delay Delay

5. Delay Delays

1 In the calculation of time limits, the day from which the limitation period is not counted and the limitation period is acquired only when the last day of the period has passed without having been used.

2 The rules on the computation of time limits for the enforcement of obligations are also applicable.

Art. 133 G. Prescription/II. Limitation of accessories

II. Limitation of accessories

The requirement of the principal claim entails that of interest and other ancillary claims.

Art. 134 G. Prescription/III. Prevent and suspend prescription

III. Prevent and suspend prescription

1 The prescription is short and, if it had started to run, it is suspended:

1. 1
In respect of the claims of children against their father and mother, as long as the parental authority lasts;
2. 2
In respect of the claims of the person incapable of discernment against the representative on grounds of incapacity during the period of validity of the term of office;
3.
In respect of the claims of the spouses one against the other, during the marriage;
3 Bis . 3
In respect of the claims of the registered partners, during the partnership;
4. 4
In respect of workers' claims against the employer, when they live in their household, during the working relationship;
5.
As long as the debtor is usufructuary of the receivable;
6.
As long as it is impossible to claim the claim before a Swiss court.

2 The limitation period begins to run, or resumes its course, upon the expiration of the day on which the causes that suspend it cease.

3 The special provisions of the Law on Prosecution and Bankruptcy are reserved.


1 New content according to the c. 2 of the Annex to the PMQ of 26 June 1998, in force since 1 Er Jan 2000 ( RO 1999 1118 ; FF 1996 I 1).
2 New content according to the c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).
3 Introduced by ch. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).
4 New content according to the c. II art. 1 ch. 5 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Art. 135 G. Prescription/IV. Suspend/1. Interruptive acts

IV. Interrupment

1. Interruptive acts

The prescription is interrupted:

1.
When the debtor recognizes the debt, including paying interest or instalments, pledging or providing security;
2. 1
Where the creditor claims his or her rights through proceedings, by a request for conciliation, by an action or an exception before a court or arbitral tribunal or by an intervention in a bankruptcy.

1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 136 G. Prescription/IV. Interruption/2. Effects of Interruption to Coercs

2. Effects of Interruption to Coercs

1 The suspended prescription against one of the solidarity debtors or one of the co-debtors of an indivisible debt is also against all others.

2 The limitation period against the principal debtor is also against the guarantor.

3 The limitation period suspended against the guarantor is not against the principal debtor.

Art. 137 G. Prescription/IV. Interruption/ 3. Start of new delay/a. Recognition or judgment

3. Start of new delay

A. Recognition or judgment

1 A new deadline begins to run as soon as the interruption occurs.

2 If the debt has been recognized in a title or evidenced by a judgment, the new limitation period is always ten years.

Art. 138 G. Prescription/IV. Interruption/ 3. Start of new delay/b. Creditor's Fact

B. Creditor's fact

1 The limitation period interrupted by the effect of a request for conciliation, an action or an exception starts to run again when the court seised closes the proceedings. 1

2 If the interruption is the result of a prosecution, the limitation shall resume on the basis of each act of prosecution.

3 If the interruption results from the intervention in a bankruptcy, the prescription starts to run again as soon as, according to the law on the matter, it is again possible to claim the claim.


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Article 139 1 G. Prescription/V. ...

V. ...


1 Repealed by c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, with effect from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 140 G. Prescription/VI. Creance secured by furniture pledge

VI. Creance secured by furniture pledge

The existence of a movable pledge in favour of the claim does not preclude the requirement of the claim, but the creditor retains the right to claim the pledge.

Art. 141 G. Prescription/VII. Waiver of prescription

VII. Waiver of prescription

1 Any advance waiver of prescription is null and void.

2 The renunciation made by one of the joint debtors shall not be enforceable against the others.

3 The same is true if it emanates from one of the co-debtors of an indivisible debt; and the renunciation made by the principal debtor is not against the guarantor either.

Art. 142 G. Prescription/VIII. Invocation of prescription

VIII. Invocation of prescription

The judge may not automatically substitute the means resulting from the limitation period.

Title IV: Modalities of obligations

Chapter I: Solidarity obligations

Art. 143 A. Passive Solidarity/I. Conditions

A. Passive Solidarity

I. Conditions

1 There is solidarity between several debtors when they state that they are obliged to do so in such a way that they are each held in respect of the creditor.

2 In the absence of such a declaration, solidarity exists only in cases provided for by law.

Art. A. Passive Solidarity/II. Relationship between Creditor and Debtor/1. Effects/a. Codebtors' liability

II. Relationship between creditors and the debtor

1. Effects

A. Codebtors' liability

1 The creditor may, at his or her choice, require all debtors or one of them to carry out the obligation in full or in part.

2 All debtors remain obligated until the total debt is extinguished.

Art. 145 A. Passive Solidarity/II. Relationship between Creditor and Debtor/1. Effects/b. Accounts Receivable Exceptions

B. CoDebtor-owned Exceptions

1 A debtor in solidarity may not oppose the creditor with other exceptions than those arising, either from his personal relationship with him or from the cause or subject of the joint obligation.

2 He is responsible for his coercs if he fails to assert the exceptions that are common to all of them.

Art. 146 A. Passive Solidarity/II. Relationship between Creditor and Debtor/1. Effects/c. Staff of one of the co-debtors

C. Personnel of one of the co-debtors

Unless otherwise agreed, one debtor in solidarity may not aggravate the position of others by his or her own personal act.

Art. 147 A. Passive Solidarity/II. Relationship between creditors and the debtor/2. Extinction of the joint obligation

2. Extinction of the solidarity obligation

1 Those who are solidaries whose payment or compensation shall extinguish the debt in whole or in part free the others up to the extent of the extinguished portion.

2 If one of the solidary debtors is released without payment of the debt, his or her release benefits others only to the extent indicated by the circumstances or the nature of the obligation.

Article 148 A. Passive Solidarity/III. Relationships between the debtors/1. Sharing solidarity

III. Reports Between Accounts Receivable

1. Sharing of solidarity

1 If the contrary is not the result of their obligations, each of the solidary debtors must bear an equal share of the payment made to the creditor.

2 The person who pays beyond his or her share has, for the surplus, an appeal against the others.

3 What cannot be recovered from one of them is broken down by equal portions between all the others.

Art. 149 A. Passive Solidarity/III. Relationship between the debtors/2. Subrogation

2. Subrogation

1 A debtor in solidarity who has recourse is subrogated to the rights of the creditor to the extent of what he or she has paid.

2 If the creditor improves the condition of one of the solidary debtors at the expense of others, he personally bears the consequences of his act.

Art. 150 B. Active Solidarity

B. Active Solidarity

1 There is solidarity between several creditors, when the debtor declares to confer on each of them the right to request the full payment of the debt, and where such solidarity is provided for by law.

2 The payment made to one of the solidary creditors frees the debtor to all.

3 The debtor has the option of paying either to one or the other, as long as he has not been notified by the prosecution of one of them.

Chapter II: Conditional obligations

Art. 151 A. Condition of suspension/I. In general

A. Condition of suspension

I. In general

1 The contract is conditional, where the existence of the obligation which forms the subject matter is contingent upon the arrival of an uncertain event.

2 It shall only have effect from the time when the condition is fulfilled, if the parties have not shown any contrary intention.

Art. 152 A. Condition of suspension/II. While the condition is pending

II. While the condition is pending

1 As long as the condition is not fulfilled, the debtor must refrain from any act which would prevent the obligation from being duly executed.

2 A creditor whose conditional rights are placed at risk may take the same provisional measures as if his debt was pure and simple.

3 Any act of disposition performed prior to the arrival of the condition shall be null and void as it shall affect the effects of the condition.

Art. 153 A. Condition of suspension/III. Profit Withdrawn in Interval

III. Profit Withdrawn in Interval

1 The creditor to whom the promised thing was delivered before the fulfilment of the condition may, where the condition is fulfilled, retain the profit achieved in the interval.

2 When the condition comes to fail, it is obliged to return the profit made.

Art. B. Condition solvable

B. Condition solvable

1 The contract the resolution of which is subject to the arrival of an uncertain event ceases to have effect as soon as the condition is fulfilled.

2 There is no retroactive effect in the rule.

Art. 155 C. Common provisions/I. Fulfillment of the condition

C. Common provisions

I. Fulfillment of the Condition

If the condition is for the performance of an act by one of the parties, without the party being required to act personally, his heir may take his place.

Article 156 C. Common provisions/II. Fraudulent fraud

II. Fraudulent fraud

The condition is deemed to have been fulfilled when one of the parties prevented the coming in disregard of the rules of good faith.

Art. 157 C. Common provisions/III. Prohibited Conditions

III. Prohibited Conditions

Where the stipulated condition is intended to provoke either an act or an omission which is unlawful or contrary to the mores, the obligation which depends on it is null and void and of no effect.

Chapter III: Deals, Deals, Payroll Deductions and the Criminal Clause

S. 158 A. Arrhes et dédit

A. Arrhes et dédit

1 The person who gives a deposit is deemed to give them as a sign of the conclusion of the contract, and not as a disreputable.

2 Except local use or otherwise convention, the person who received the deposit without having to charge them on his claim.

3 Where a disclaim has been stipulated, each of the contractors is expected to be able to dispose of the contract, the one who paid the sum by abandoning it, the one who received it by returning it to the double.

Art. 159 1 B. ...

B. ...


1 Repealed by c. II art. 6 hp. 1 of the PMQ of 25 June 1971, with effect from 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Art. 160 C. Penal clause/I. Creditor's rights/1. Relationship between punishment and execution

C. Criminal clause

I. Rights of Creditor

1. Relationship between punishment and execution

1 Where a penalty has been stipulated for the non-execution or the imperfect execution of the contract, the creditor may, unless otherwise agreed, request that the execution or sentence be agreed upon.

2 Where the penalty has been stipulated for the non-performance of the contract on time or in the place agreed upon, the creditor may request that the contract be executed and the penalty paid, if the creditor expressly waives that right or does not accept Unqualified execution.

3 The debtor retains the right to prove that he has the right to dispose of the contract by paying the stipulated penalty.

Art. 161 C. Penal clause/I. Rights of the creditor/2. Relationship between the penalty and the damage

2. Relationship between the penalty and the damage

1 The penalty is incurred even if the creditor has not experienced any damage.

2 A creditor whose damage exceeds the amount of the penalty, may claim a higher compensation only by establishing a fault of the debtor's office.

Art. 162 C. Penal clause/I. Creditor's rights/3. Creditor's right to partial payments in the event of termination

3. Right of Creditor to Partial Disbursement in Case of Termination

1 The provisions concerning the criminal clause shall apply to the agreement by which partial payments made shall remain, in the event of termination, acquired by the creditor.

2 ... 1


1 Repealed by c. II 1 of Annex 2 to the PMQ of 23 March 2001 on consumer credit, with effect from 1 Er Jan 2003 ( RO 2002 3846 ; FF 1999 2879 ).

S. 163 C. Criminal clause/II. Amount, invalidity and reduction of sentence

II. Amount, invalidity and reduction of sentence

1 The parties shall freely determine the amount of the penalty.

2 The penalty stipulated may not be required where it is intended to sanction an unlawful or immoral obligation or, unless otherwise agreed, where the performance of the obligation has become impossible by the effect of a circumstance of which the debtor Is not responsible.

3 The judge must reduce the penalties that he considers excessive.

Title fifth: Assignment of debt and debt relief

Art. 164 A. Assignment of claims/I. Conditions/1. Voluntary Assignment/a. Eligibility

Assignment of claims

I. Conditions

1. Voluntary Assignment

A. Eligibility

1 The creditor may assign his right to a third party without the consent of the debtor, unless the assignment is prohibited by law, the agreement or the nature of the case.

2 The debtor cannot plead that the claim had been made incessible, if the third party became a creditor on the basis of a written recognition that does not mention the incessibility.

Article 165 A. Assignment of claims/I. Conditions/1. Voluntary Assignment/b. Contract Form

B. Form of contract

1 The assignment shall be valid only if it has been recorded in writing.

2 No particular form is required for the promise to yield a debt.

Article 166 A. Assignment of claims/I. Conditions/2. Legal or judicial transfer

2. Legal or Judicial Assignment

Where the assignment is made under the law or a judgment, it shall be enforceable against third parties without any formality and notwithstanding any manifestation of will on the part of the previous creditor.

Article 167 A. Assignment of receivables/II. Effects of Assignment/1. The situation of the debtor assigned/a. Payment in good faith

II. Effects of the assignment

1. Situation of the debtor assigned

A. Payment in good faith

The debtor is validly released if, before the transfer has been brought to his knowledge by the assignor or assignee, he pays in good faith in the hands of the previous creditor or, in the case of multiple assignments, in the hands of a Transferee to which another has the right to be preferred.

Art. 168 A. Assignment of receivables/II. Effects of Assignment/1. Situation of the debtor assigned/b. Payment Refusal and Logging

B. Denial of Payment and Logging

1 The debtor of a claim for which the property is disputed may refuse the payment and may be freed by the recording of the amount in court.

2 He shall pay at his own risk, if he does so with knowledge of the dispute.

3 If there is a trial during and the claim is due, each party may compel the debtor to record the amount due.

Art. 169 A. Assignment of receivables/II. Effects of Assignment/1. Status of the debtor ceded/c. Exceptions from the debtor assigned

C. Exceptions from the debtor assigned

1 The debtor may object to the assignee, as it would have been able to oppose the assignor, the exceptions that belonged to him at the time he became aware of the assignment.

2 If he had a claim against the assignor not yet due at that time, he may rely on the set-off, provided that his claim did not become due later than the assigned receivable.

Art. 170 A. Assignment of receivables/II. Effects of Assignment/2. Transfer of Ancillary Rights, Securities and Evidence

2. Transfer of ancillary rights, securities and evidence

1 The assignment of a receivable includes the rights of preference and other ancillary rights, except those that are inseparable from the transferor's person.

2 The assignor is required to provide the assignee with the debt obligation and to provide the assignee with the existing means of proof, as well as the information necessary to assert his rights.

3 Arrears interest is alleged to have been ceded with the principal claim.

Art. A. Assignment of receivables/II. Effects of Assignment/3. Warranty/a. In general

3. Warranty

A. In general

1 If the assignment takes place for consideration, the assignor is the guarantor of the existence of the receivable at the time of transfer.

2 It shall not answer the creditworthiness of the debtor unless it has undertaken to do so.

3 If the assignment is free of charge, the assignor does not even guarantee the existence of the receivable.

Art. A. Assignment of receivables/II. Effects of Assignment/3. Warranty/b. Assignment as Payment in Payment

B. Assignment as Payment in Payment

Where an assignment has taken place as a payment, but without an indication of the amount to be counted, the assignee shall be liable to charge only what he actually receives from the debtor, or what he could have received from the debtor. Necessary due diligence.

Art. 173 A. Assignment of receivables/II. Effects of Assignment/3. Warranty/c. Warranty Scope

C. Warranty Coverage

1 The liable assignor shall be liable to the assignee only up to the amount he has received, in principal and interest, and shall also bear the costs of the assignment and the unsuccessful proceedings against the debtor.

2 Where the assignment takes place under the law, the previous creditor is not responsible for the existence of the receivable or the creditworthiness of the debtor.

Art. 174 A. Assignment of receivables/III. Reserved special rules

III. Reserved special rules

The special rules to which the law subjects the assignment of certain rights are reserved.

Art. B. Debt recovery/I. Debtor and resuming

B. Debt recovery

I. Debtor and Embed

1 The promise made to a debtor to resume its debt requires the debtor to release it either by paying the creditor or by paying the debt of the creditor's consent.

2 The taking up shall not be actioned by the debtor as long as the debtor has failed to fulfil its obligations arising from the debt-recovery contract.

3 The former debtor who is not released may apply for security rights in the return.

Art. 176 B. Debt recovery/II. Contract Between Retaking and Creditor/1. Offer and acceptance

II. Contract Between Emits and Creditor

1. Offer and acceptance

1 The replacement of the former debtor and his discharge are carried out by a contract between the debtor and the creditor.

2 The offer to conclude this contract may be the result of the communication made to the creditor by the returning officer or, with the authorization of the creditor, by the former debtor, of the agreement between them.

3 The creditor's consent may be express or may arise from the circumstances; it is presumed when, without making reservations, the creditor accepts a payment or consents to any other act performed by the creditor as the debtor.

Art. 177 B. Debt recovery/II. Contract between regaining and creditor/2. Offer cancelled

2. Offer Canceled

1 The offer may be accepted at any time by the creditor; the taking up or the former debtor has nevertheless the right to fix, for acceptance, a time limit at the end of which the offer is supposed to be refused in the event of the creditor's silence.

2 The person who offered to resume a debt is released if, before the acceptance of its offer, a new debt recovery has been agreed upon and the new resume has sent its offer to the creditor.

Art. B. Debt recovery/III. Effect of Change in Debtor/1. Debt Accessories

III. Effect of a change in the debtor

1. Debt Accessories

1 The ancillary rights subsist in spite of the change in the debtor insofar as they are not inseparable from the person of the latter.

2 However, third parties that have secured debt security and the surety remain obligated to the creditor only if they have consented to the resumption of debt.

Article 179 B. Debt recovery/III. Effect of change in debtor/2. Exceptions

2. Exceptions

1 Exceptions to the recovery debt go from the former debtor to the new one.

2 The new debtor cannot claim the personal exceptions that the former could have filed against the creditor, if the contrary is the result of the contract with the creditor.

3 He may not object to the creditor the exceptions that the facts that gave rise to the resumption of debt would have allowed him to oppose the former debtor.

Art. 180 B. Debt recovery/IV. Contract Cancellation

IV. Contract Cancellation

1 When the recovery contract is cancelled, the old debt reverses with all its accessories, but subject to rights belonging to bona fide third parties.

2 The creditor may, in addition, be compensated by the return of the damage which he has suffered either by losing previously constituted guarantees or in any other way, if the retaking can establish only the annulment of the contract and the damage Caused to the creditor is not attributable to the creditor.

Art. B. Debt recovery/V. Transfer of assets or businesses with assets and liabilities

V. Transfer of assets or businesses with assets and liabilities

1 A person who acquires a heritage or a business with assets and liabilities becomes liable for the debts owed to the creditors as soon as the acquisition has been brought to their knowledge or published in the newspapers.

2 However, the former debtor remains jointly and severally liable for three years with the new debtor; that short period, for the claims payable, as soon as the notice or publication is issued, and, for the other claims, as from the date of their due liability. 1

3 The effects of a similar transfer of liabilities are the same as those of the debt recovery contract itself.

4 The transfer of a heritage or business belonging to commercial companies, cooperative societies, associations, foundations or individual undertakings which are registered in the register of commerce shall be governed by the Provisions of the Act of 3 October 2003 on the merger 2 . 3


1 New content according to the c. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger, in force since 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).
2 RS 221.301
3 Introduced by ch. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger, in force since 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 1 B. Debt recovery/VI. ...

VI. ...


1 Repealed by c. 2 of the annex to the PMQ of 3 Oct. 2003 on fusion, with effect from 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 183 B. Debt recovery/VII. For real shares and real estate sales B. Debt recovery/VII. About Shares and Real Estate Sales

VII. About Shares and Real Estate Sales

The special provisions relating to the recovery of debt in respect of estate sharing or the disposal of encumbered assets are reserved.


Part Two: Various species of contracts

Title VI: Sale and exchange

Chapter I: General provisions

Art. 184 A. Rights and obligations of the parties;

A. Rights and obligations of the parties;

1 The sale is a contract by which the seller obliges to deliver the thing sold to the buyer and to transfer ownership of it, for a price that the buyer undertakes to pay to it.

2 Unless otherwise agreed, the seller and the buyer are required to fulfil their obligations simultaneously.

3 The selling price is sufficiently determined when it can be determined by the circumstances.

Art. 185 B. Profits and risks

B. Profits and risks

1 The profits and risks of the thing pass to the purchaser upon the conclusion of the contract, except for exceptions resulting from special circumstances or stipulations.

2 If the thing is determined only by its kind, it must also have been individualized; if it is to be shipped to another location, the seller must divest itself of it.

3 In contracts made under conditions of suspension, the profits and risks of the alienated thing only pass to the acquirer as soon as the condition is fulfilled.

Article 186 C. Reserved Cantonal Legislation

C. Reserved Cantonal Legislation

It is the responsibility of the cantonal legislation to restrict or even abolish the right to sue for the recovery of claims resulting from the retail sale of spirit drinks, including hostel expenses.

Chapter II: From the security sale

Art. 187 A. Purpose

A. Purpose

1 A security is the sale of all things that are not land or rights registered as real property in the land registry.

2 The sale of the integral parts of a building is a security when, such as fruit, building materials or quarries, they must be transferred as furniture to the purchaser after separation.

Art. 188 B. Vendor Obligations/I. Issuance/1. Fees for issue

B. Obligations of the seller

I. Issuance

1. Grant fees

Unless otherwise agreed, the costs of the grant, in particular the costs of the measurement and weighing, shall be borne by the seller, the fee for the act and those of the removal at the expense of the purchaser.

S. 189 B. Obligations of the seller/I. Issuance/2. Transportation costs

2. Transportation costs

1 Unless otherwise agreed, transportation costs shall be borne by the purchaser if the sold thing is to be shipped to a place other than that of the performance of the contract.

2 The seller is presumed to have taken charge of the transport costs, if the delivery has been stipulated free.

3 If it was agreed that the delivery would be free of charge from port and customs, the seller is presumed to have taken charge of the rights of exit, transit and entry collected during the transport, but not the consumption rights levied at the time of the transport. Receipt of the thing.

Art. 190 B. Vendor Obligations/I. Issuance/3. Seller's Applicant/a. In sales sales

3. Seller's Applicant

A. In sales sales

1 Where the trade in the agreement establishes a term for delivery and the seller remains, it must be assumed that the buyer renounces the delivery and claims damages for non-performance.

2 If the buyer intends to apply for the issue, he must inform the seller immediately after the expiry of the term.

Art. 191 B. Vendor Obligations/I. Issuance/3. Seller's Applicant/b. Damages and their calculation

B. Damages and calculation thereof

1 The seller who does not fulfil his obligation shall respond to the damage caused by that chief to the buyer.

2 The purchaser may, in the case of trade, be compensated for the damage represented by the difference between the sale price and the price that he paid in good faith to replace the thing that was not delivered to him.

3 If the sale is for goods listed on the stock exchange or having a current price, the purchaser may dispense with the purchase of others and claim, as damages, the difference between the selling price and the day's price fixed for Delivery.

Art. 192 B. Seller's Obligations/II. Guarantee in the event of eviction/1. Obligation to guarantee

II. Guarantee in the event of eviction

1. Obligation to guarantee

1 The seller is obliged to guarantee the buyer of the eviction that he is suffering, in whole or in part of the thing sold, because of a right which belonged to a third party already at the conclusion of the contract.

2 If the buyer was aware of the risks of eviction at the time of the conclusion of the contract, the seller is only bound by the guarantee that he has expressly promised.

3 Any clause that deletes or restricts the guarantee is void if the seller intentionally concealed the right belonging to the third party.

Art. 193 1 B. Seller's Obligations/II. Guarantee in case of eviction/2. Procedure/a. Instance Denunciation

2. Procedure

A. Denunciation of Proceedings

1 The conditions and effects of the termination of proceedings are governed by the CPC 2 .

2 Where the failure to denounce the proceedings is not attributable to the seller, the seller is relieved of his obligation to guarantee in so far as he proves that the trial could have had a more favourable outcome if the proceedings had been denounced in time.


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
2 RS 272

Art. 194 B. Seller's Obligations/II. Guarantee in case of eviction/2. Procedure/b. Abandonment of thing without a judicial decision

B. Abandonment of the thing without a judicial decision

1 There is a guarantee even if the buyer has admitted in good faith the right of the third party without waiting for a court decision or if he has accepted a compromise, provided he has notified the seller in due time and has invited him in vain to take action and cause For him.

2 The same is true if the purchaser proves that he had to divest himself of the matter.

Art. 195 B. Seller's Obligations/II. Guarantee in the event of eviction/3. Buyer's Rights/a. In case of total eviction

3. Buyer's Rights

A. In case of total eviction

1 In case of total eviction, the sale is deemed to be terminated and the buyer has the right to claim from the seller:

1.
The return of the price paid, with interest, net of the fruits and other profits that it has received or neglected to collect;
2.
Its impact, as it cannot be compensated by the third party who evaded it;
3.
All costs of the trial, judicial and extrajudicial, with the exception of those which it would have avoided by denouncing the proceedings to the seller;
4.
The other damages resulting directly from the eviction.

2 The seller is also required to repair any other damage suffered by the buyer, if it proves that no fault is attributable to him.

Art. 196 B. Seller's Obligations/II. Guarantee in the event of eviction/3. Buyer's Rights/b. In case of partial eviction

B. In case of partial eviction

1 In the event of a partial eviction, or where the thing is subject to a real charge of which the seller is the guarantor, the buyer cannot claim the termination of the contract; it has only the right to compensation for the damage resulting from the eviction.

2 It may, however, be terminated when the circumstances presume that it would not have been purchased if it had anticipated the partial eviction.

3 He must then return to the seller the part of the thing that he has not been evicted, with the profits that he withdrew in the meantime.

Art. 196 A 1 B. Seller's Obligations/II. Guarantee in the event of eviction/3. Buyer's Rights/c. Cultural Property

C. Cultural Property

For cultural property within the meaning of s. 2, para. 1, of the Act of 20 June 2003 on the transfer of cultural property 2 , the action under warranty in the event of eviction is prescribed by one year from the time when the buyer discovered the defects; it is prescribed in all cases by 30 years from the conclusion of the contract .


1 Introduced by Art. 32 ch. 2 of the PMQ of 20 June 2003 on the transfer of cultural property, in force since 1 Er June 2005 ( RO 2005 1869 ; FF 2002 505 ).
2 RS 444.1

Art. 197 B. Seller's Obligations/III. Guarantee due to the defects of the thing/1. Purpose of warranty/a. In general

III. Guarantee due to the defects of the thing

1. Purpose of Warranty

A. In general

1 The seller is obliged to guarantee the buyer both because of the qualities promised and because of the defects which, materially or legally, raise the value either its value or its intended purpose, or which diminish it to a significant extent.

2 He responds to these shortcomings, even if he did not know them.

Art. B. Seller's Obligations/III. Guarantee due to the defects of the thing/1. Purpose of warranty/b. In Cattle Trade

B. In Cattle Trade

There is no guarantee in the trade of livestock (horses, donkeys, mules, cattle, sheep, goats and hogs) that if the seller has obliged them in writing to the buyer or intentionally misled them.

Art. B. Seller's Obligations/III. Guarantee due to defects in thing/2. Excluded Warranty

2. Excluded Warranty

Any clause that removes or restricts the warranty is void if the seller fraudulently concealed the defects of the thing from the buyer.

Art. 200 B. Seller's Obligations/III. Guarantee due to the defects of the thing/3. Known Defects of Buyer

3. Known buyer defects

1 The seller does not answer defects that the buyer knew at the time of the sale.

2 It does not respond to defects that the buyer should have noticed himself by examining the thing with sufficient attention, only if he told him that they did not exist.

Art. 201 B. Seller's Obligations/III. Guarantee due to the defects of the thing/4. Verification of the thing and advice to the seller/a. In general

4. Verification of the thing and notice to the seller

A. In general

1 The buyer has an obligation to check the status of the thing received as soon as he can according to the normal course of business; if he discovers defects of which the seller is guarantor, he must notify him without delay.

2 When neglecting to do so, the thing is held to be accepted, unless it is a defect that the buyer could not discover with the usual checks.

3 If defects of this kind are later revealed, they must be reported immediately; otherwise, the thing is held to be accepted, even with these defects.

Art. 202 B. Seller's Obligations/III. Guarantee due to the defects of the thing/4. Verification of thing and notice to seller/b. In Cattle Trade

B. In Cattle Trade

1 Where, in the livestock trade, the time limit is not fixed in writing and the guarantee does not concern the fact that the animal sold would be carried, the seller is liable to the buyer only if the defects have been discovered and reported in the Nine days from the issue or the home to take delivery, and if, within the same period, the competent authority has been required to order an examination of the animal by experts.

2 The judge freely appreciates the expert report.

3 The procedure is governed by an order of the Federal Council.

Art. 203 B. Seller's Obligations/III. Guarantee due to defects in thing/5. Effects of the seller's dol

5. Effects of the seller's dol

The seller who intentionally mislead the buyer cannot rely on the fact that the notice of defects would not have taken place in due course.

Art. B. Seller's Obligations/III. Guarantee due to defects in thing/6. Remote Sales

6. Remote Sales

1 The buyer who claims that the thing shipped from another place is defective must, if the seller does not have a representative on the spot, take interim measures to ensure the preservation of the thing; it cannot send it back to the seller without any other Formality.

2 He is required to state the condition regularly and without delay, or to have to prove that the alleged defects already existed at the time of receipt.

3 If it is to be feared that the thing will deteriorate promptly, the buyer has the right and even, when the interest of the seller so requires, the obligation to sell it, with the help of the competent authority of the place where the thing is; it is, however, To notify the seller as soon as possible, in pain of damages.

Art. B. Seller's Obligations/III. Guarantee due to defects in thing/7. Warranty Action/a. Termination of Sale or Reduction of Price

7. Warranty Action

A. Termination of sale or price reduction

1 In cases of guarantee due to the defects of the thing, the buyer has the choice or to have the sale terminated by exercising the editorial action, or to claim by the action in reduction of price an indemnity for the moins-value.

2 Where the buyer has initiated the editorial action, the judge may limit the price if he considers that the termination is not justified by the circumstances.

3 If the valuation is equal to the selling price, the buyer can only request termination.

Art. 206 B. Seller's Obligations/III. Guarantee due to defects in thing/7. Warranty Action/b. Replace the sold thing

B. Replace the sold thing

1 When the sale is of a specified quantity of fungible things, the purchaser has the choice, either to request the termination of the contract or the reduction of the price, or to require other admissible things of the same kind.

2 The seller may also, if it is not a matter sent from another place, free itself from any subsequent claim by the purchaser by supplying it on the spot of the same kind, and by compensating him for all the damage Tested.

Art. B. Seller's Obligations/III. Guarantee due to defects in thing/7. Warranty Action/c. Termination in case of loss of thing

C. Termination in case of loss of thing

1 Termination may be requested even if the thing has been lost as a result of its defects or by chance.

2 The buyer is then only obliged to make what remains of him.

3 If the thing has been lost by the buyer's fault, or has alienated or transformed it, it can only ask for a reduction in the price for the capital gain.

Art. 208 B. Seller's Obligations/III. Guarantee due to defects in thing/8. Effects of Termination/a. In general

8. Effects of termination

A. In general

1 In the event of termination of the sale, the purchaser is required to return the thing to the seller with the profits that it has withdrawn.

2 The seller must return to the buyer the price paid, with interest, and, as in the case of total eviction, the costs of trial and the charges; it also indemnifies the purchaser of the damage resulting directly from the delivery of goods Defects.

3 The seller is required to compensate the buyer for any other damage, if it proves that no fault is attributable to him.

Article 209 B. Seller's Obligations/III. Guarantee due to defects in thing/8. Effects of Termination/b. Termination in case of sale of several things

B. Termination for sale of several things

1 Where the sale is of several things at once or a set of parts, and only some of them are defective, the termination may be requested only in respect of the latter.

2 However, if the defective item or part cannot be detached from those that are free of defects, without significant prejudice to the purchaser or seller, the termination shall extend to the whole object of the sale.

3 The termination that relates to the main thing extends to the accessories, even if they have been sold for a separate price; on the contrary, the termination that relates to the accessories does not extend to the main thing.

Art. 210 1 B. Seller's Obligations/III. Guarantee due to defects in thing/9. Limitation period

9. Prescription

1 Any action to guarantee the defects of the thing is prescribed in two years from the delivery to the buyer, even if the buyer only discovered the defects later; except in the case where the seller would have promised his guarantee for a Longer period.

2 The action is prescribed by five years if the defects of the thing embedded in a real estate in accordance with the use to which it is normally intended are at the origin of the defects of the work.

3 For cultural property within the meaning of s. 2, para. 1, of the Act of 20 June 2003 on the transfer of cultural property 2 , the action is prescribed for one year from the moment the buyer discovered the defects; it is prescribed in all cases by 30 years from the conclusion of the contract.

4 Any clause providing for a reduction in the limitation period shall be void if the following conditions are met:

A.
The clause provides for a limitation period of less than two years or, in the case of a sale of second-hand goods, less than one year;
B.
The thing is for the personal or family use of the purchaser;
C.
The seller acts in the course of a professional or commercial activity.

5 The exceptions deriving from the defects of the thing remain where the notice provided for by the law has been given to the seller within the limitation period.

6 The seller cannot invoke the prescription if it is proved that he intentionally mislled the buyer. The latter provision does not apply to the 30-year time limit set out in para. 3.


1 New content according to the c. I of the PMQ of March 16, 2012 (Limitation of the warranty for defects. Extension and Coordination), effective from 1 Er Jan 2013 ( RO 2012 5415 ; FF 2011 2699 3655).
2 RS 444.1

Art. 211 C. Obligations of the buyer/I. Payment of price and acceptance of the thing

C. Obligations of the buyer

I. Price Payment and Acceptance of the Award

1 The purchaser is required to pay the price in accordance with the terms of the contract and to accept the thing sold, provided that it is offered under the stipulated conditions.

2 Unless otherwise agreed, the reception must take place immediately.

Art. 212 C. Obligations of the purchaser/II. Price Determination

II. Price Determination

1 If the buyer has made a firm order, but without an indication of price, the sale is assumed to be entered into at the average price of the day and place of execution.

2 When the price is calculated on the weight of the goods, the weight of the package (tare) is deducted.

3 The specific uses of the trade are reserved, on the basis of which the price of certain goods is calculated, either on the gross weight or with a fixed deduction or as much as one per cent.

Art. C. Obligations of the purchaser/III. Eligibility and Interest of the Selling Price

III. Eligibility and Interest of the Selling Price

1 Unless otherwise agreed, the price is payable as soon as the thing is in the possession of the purchaser.

2 Regardless of the provisions on the home incurred by the end of the term alone, the selling price shall bear interest, even without inquiry, if such is the use or if the purchaser can withdraw from the fruit or other products.

Art. 214 C. Obligations of the purchaser/IV. Requester's eure/1. Vendor termination right

IV. Demeure of the Buyer

1. The seller's right of termination

1 If the thing is to be delivered only after or against payment of the price and the buyer is still willing to pay, the seller can dispose of the contract without any other formality.

2 It is nevertheless required, if it wishes to make use of this right, to notify the buyer immediately.

3 When the purchaser has been placed in possession of the object of the sale before having paid the price, his residence does not allow the seller to withdraw from the contract and to repeat the thing only if it expressly reserved the right.

Art. 215 C. Obligations of the purchaser/IV. Requester's eure/2. Damages and their calculation

2. Damages and their calculation

1 In terms of trade, the seller has the right to demand from the buyer to pay his selling price, damages representing the difference between that price and the price for which he resold the thing in good faith.

2 Where the sale relates to goods listed on the stock exchange or having a current price, the seller may dispense with the resale, and claim, as damages, the difference between the selling price and the day's price fixed for Execution.

Chapter III: Sales of buildings

Art. A. Form of the contract

A. Form of the contract

1 Sales of real property are valid only if they are made by authentic instrument.

2 The promises of sale and the pacts of pre-emption, emption and remated on a building are valid only if they have been made in the authentic form. 1

3 Pacts of pre-emption that do not fix the price in advance are valid in written form. 2


1 New content according to the c. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).
2 New content according to the c. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).

Art. A 1 A Bis . Duration and Annotation

A Bis . Duration and Annotation

The rights of preemption and reméré may be agreed for up to 25 years, the rights of emption for up to ten years, and be annotated in the land register.


1 Introduced by ch. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).

Art. B 1 A Ter . Transmissibility by succession and transferability

A Ter . Transmissibility by succession and transferability

1 Unless otherwise agreed, conventional preemption, emption and reverting rights shall be transferable by succession, but not assignable.

2 If the transfer is permitted by the pact, it must take the same form as the one set for the constitution of the law.


1 Introduced by ch. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).

Art. C 1 A Cc . Preemption rights/I. Preemption cases

A Cc . Preemption rights

I. Preemption cases

1 The right of pre-emption may be invoked in the event of the sale of the building and on the occasion of any other legal act which is economically equivalent to a sale (case of pre-emption).

2 It does not constitute preemption, the attribution to an heir in the sharing, the forced realization and the acquisition for the performance of a public task, in particular.


1 Introduced by ch. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).

Art. D 1 A Cc . Preemption rights/II. Preemption Case Effects, Conditions

II. Preemption Case Effects, Conditions

1 The seller must inform the holders of the right of pre-emption of the conclusion of the contract of sale and of its contents.

2 If the contract of sale is terminated while the right of preemption has already been exercised or if a necessary authorisation is refused on grounds relating to the person of the purchaser, the cancellation or refusal shall remain without effect in respect of the holder Of the right of pre-emption.

3 Except as otherwise provided in the Preemption Pact, the holder of the right of pre-emption may acquire the building on the terms and conditions agreed to by the seller with the third party.


1 Introduced by ch. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).

Art. E 1 A Cc . Preemption rights/III. Exercise, Preemption

III. Exercise, Preemption 2

If the holder of the right of preemption intends to exercise his right, he must invoke it within three months against the seller or, if the right is annotated in the land register, against the owner. The time limit shall begin on the day on which the holder became aware of the conclusion of the contract and of its contents.


1 Introduced by ch. II of the 4 Oct LF. 1991, in force since 1 Er Jan 1994 (RO) 1993 1404; FF 1988 III 889).
2 Read "best before" (In German text " Verwirk " And in the Italian text " Perenzione ").

Art. B. Conditional Sale and Ownership Reserve

B. Conditional Sale and Ownership Reserve

1 Conditional sales of real property are not recorded in the land registry until the condition has been met.

2 The retention-of-title pact cannot be registered.

Art. 1 C. Agricultural furniture

C. Agricultural furniture

The alienation of agricultural buildings is also governed by the Federal Law of 4 October 1991 on rural land law 2 .


1 New content according to Art. 92 ch. 2 of the 4 Oct PMQ. 1991 on rural land law, in force since 1 Er Jan 1994 (RO) 1993 1410; FF 1988 III 889).
2 RS 211.412.11

S. 219 D. Warranty

D. Warranty

1 Unless otherwise agreed, the seller is required to indemnify the purchaser when the building does not have the capacity indicated in the deed of sale.

2 If the property sold does not have the capacity of the land registry according to a formal measurement, the seller is only required to indemnify the purchaser when it is expressly obliged to do so.

3 The warranty action for a building's defects is limited to five years from the transfer of ownership.

Art. 220 E. Profits and risks

E. Profits and risks

Where a term has been conventionally fixed for taking possession of the building sold, the profits and risks of the thing are presumed to pass to the purchaser only as soon as that term expires.

Art. 221 F. Referred to the rules of the security

F. Referred to the rules of the security

The security rules apply by analogy to sales of real property.

Chapter IV: Some species of sale

Art. 222 A. On-sample sale

A. On-sample sale

1 In the sample sale, that of the parties to whom the sample was given is not required to prove the identity of the person it represents with the one it received; it is believed to be in its own right in court, even when The sample has changed form since its delivery, if this change is the necessary result of the review that has been done.

2 In all cases, the other party has the option of proving the lack of identity.

3 If the sample has deteriorated or died in the purchaser, even without the buyer's fault, the seller no longer has to prove that the thing is in compliance with the sample; it is the buyer's responsibility to prove otherwise.

Art. B. Sale to trial or examination/I. Nature

B. Sale of the test or examination

I. Nature

1 In the sale of the test or examination, the purchaser is free to register the thing or to refuse it.

2 As long as the thing is not approved, the seller remains the owner, even if it has passed into the possession of the buyer.

Art. B. Sale to trial or examination/II. Vendor Review

II. Vendor Review

1 Where the examination is to be carried out at the seller, the seller ceases to be bound if the purchaser has not approved the thing within the time limit fixed by the agreement or by use.

2 In the absence of such a period, the seller may, after a reasonable period of time, require the buyer to declare whether he has acted, and he ceases to be bound if the purchaser does not rule immediately.

Art. 225 B. Sale to trial or examination/III. Buyer Review

III. Buyer Review

1 Where the thing has been given to the purchaser before the examination, the sale is deemed perfect if the purchaser does not declare that the thing is refused or does not render it within the time limit fixed by the agreement or by the use, or, failing such a time limit, immediately After the seller summons.

2 The sale is also deemed perfect if the purchaser pays without reservation all or part of the price, or if he has the thing otherwise than was necessary to test it.

Art. 226 1

1 Repealed by c. I of the PMQ of 23 March 1962, with effect from 1 Er Jan 1963 (RO) 1962 1082; FF 1960 I 537).

Art. 226 A To 226 D 1 C. ...

C. ...


1 Introduced by c. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. II 1 of Annex 2 to the PMQ of 23 March 2001 on consumer credit, with effect from 1 Er Jan 2003 (RO) 2002 3846; FF 1999 2879 ).

Art. 226 E 1

1 Introduced by ch. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. I of the 14 Dec LF. 1990, with effect from 1 Er Jul. 1991 (RO 1991 974; FF 1989 III 1189, 1990 I 108).

Art. 226 F To 226 K 1

1 Introduced by c. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. II 1 of Annex 2 to the PMQ of 23 March 2001 on consumer credit, with effect from 1 Er Jan 2003 (RO) 2002 3846; FF 1999 2879 ).

Art. 226 L 1

1 Introduced by ch. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. 5 of the annex to the PMQ of 24 March 2000 on the fors, with effect from 1 Er Jan 2000 (RO) 2000 2355; FF 1999 2591 ).

Art. 226 M 1

1 Introduced by ch. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. II 1 of Annex 2 to the PMQ of 23 March 2001 on consumer credit, with effect from 1 Er Jan 2003 (RO) 2002 3846; FF 1999 2879 ).

Art. 227 1

1 Repealed by c. I of the PMQ of 23 March 1962, with effect from 1 Er Jan 1963 (RO) 1962 1082; FF 1960 I 537).

Art. 227 A To 227 I 1

1 Introduced by c. I of the PMQ of March 23, 1962 (RO 1962 1082; FF 1960 I 537). Repealed by c. I of the LQ of Dec 13. 2013 (Repeal of sales provisions with advance payments), with effect from 1 Er Jul. 2014 (RO 2014 869; FF 2013 4139 5221).

Art. 228 1

1 Repealed by c. I of the LQ of Dec 13. 2013 (Repeal of sales provisions with advance payments), with effect from 1 Er Jul. 2014 ( RO 2014 869 ; FF 2013 4139 5221).

Art. 229 D. Auction/I. Conclusion of Sale

D. Auctions

I. Conclusion of Sale

1 The contract of sale in the event of a forced auction shall be concluded by the auction that the auctioneer shall make of the sale.

2 The contract of sale in the event of a voluntary and public auction, in which all tenders are admitted, is concluded by the invitation to tender that the seller is doing the thing.

3 The person conducting the auction shall be deemed to have the right to award the item to the highest bidder, if the seller has not shown any contrary intention.

Art. D. Auctions/II. Auction Nullity

II. Auction Nullity

1 An auction whose result has been altered by illegal or contrary manoeuvres can be attacked, within ten days, by any interested party.

2 In forced auctions, the action is brought before the supervisory authority for prosecution and bankruptcy; in other cases, before the judge.

Art. 231 D. Auctions/III. When the bidder is bound/1. In general

III. When Entangent Is Linked

1. In general

1 The bidder is bound by its offer in the terms of the terms of sale.

2 In the absence of a clause to the contrary, it is untied if a surbid is made or if its offer is not accepted immediately after the ordinary auctions.

Art. 232 D. Auctions/III. When the bidder is bound/2. Adjudication of buildings

2. Imposition of buildings

1 The auction of the buildings or the refusal to award must be done at the auction itself.

2 The clauses that would oblige the bidder to maintain its bid beyond the auction are null and void; this provision does not apply to forced auctions, nor to cases in which the sale must be subject to the ratification of an authority.

Art. D. Auctions/IV. Cash Payment

IV. Cash Payment

1 The contract awardee is required to pay cash, if the opposite is not provided for in the conditions of sale.

2 The seller can immediately dispose of the contract, if it is not paid cash or according to the conditions of sale.

Art. D. Enchères/V. Warranty

Warranty

1 Except in cases of formal promises or dol committed against auctioneers, there is no guarantee in forced auctions.

2 The contract awardee acquires the thing in the state and with the rights and charges resulting either from the public registers or the conditions of sale, or from the law itself.

3 In public and voluntary auctions, the seller is subject to the same guarantee as in ordinary sales; it may, however, by duly published conditions of sale, free from any guarantee other than that derived from its dol.

Art. 235 D. Auctions/VI. Transfer Ownership

VI. Transfer Ownership

1 The contract awardee acquires ownership of the property as soon as it is awarded; in respect of buildings, the property is transferred only by the registration in the land register.

2 The auctioneer shall immediately communicate to the Curator of the Land Registry, for that official to proceed with the registration, the invitation to tender established by the Minutes of Sale.

3 The rules concerning auctions in the course of forced auctions are reserved.

Art. 236 D. Auctions/VII. Cantonal law

VII. Cantonal law

The cantons may, in the matter of public auctions, enact other rules provided that they do not derogate from federal law.

Chapter V: From Exchange

Art. 237 A. Return to the Rules of Sale

A. Return to the Rules of Sale

The rules of the sale apply to the exchange contract, in that each of the copermutants is treated as a seller as to the thing that it promises and as a purchaser as to the thing that is promised to it.

Article 238 B. Warranty

B. Warranty

The copermutant that is evicted from the thing by it, or who has rendered it because of its defects, may, at its choice, seek damages or repeat the thing that it has issued.

Title 7: Donation

Article 239 A. Its purpose

A. Its purpose

1 The gift is the inter vivos provision by which a person transfers all or part of one's property to another without a corresponding counterbenefit.

2 Renunciation of a right before acquiring or repudiating an estate is not a gift.

3 The same applies to the achievement of a moral duty.

Art. 240 B. Capacity/I. Disposition

B. Capacity

I. Disposition

1 Any person exercising civil rights may dispose of his property by way of donation, except for restrictions arising from the matrimonial regime or the law of inheritance.

2 The assets of an incapable person can be donated only if they are in use. The responsibility of the legal representative is reserved. 1

3 ... 2


1 New content according to the c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).
2 Repealed by c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of descent), with effect from 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

S. 241 B. Capacity/II. Receive

II. Receive

1 A private person in the exercise of civil rights can accept a donation and acquire from that leader, if it is capable of discernment.

2 However, the donation is non-avenue or revoked as soon as the legal representative defends or orders the return.

S. 242 C. Form/I. Donation

C. Shape

Donation

1 The hand donation is made by giving the donor the gift of the gift to the donee.

2 The donation of real estate or real property rights is only perfect when it is entered in the Land Register.

3 Registration may take place only on the basis of a promise to give validly.

Art. C. Form/II. Promise to give

II. Promise to give

1 The promise to give is only valid if it is made in writing.

2 The promise to give real property or real estate is only valid if it is made by authentic instrument.

3 As soon as the promise is fulfilled, it is treated as a manual donation.

Article 244 C. Form/III. Effects of Acceptance

III. Effects of Acceptance

A person who, with the intention of giving, has one thing in favour of a third party may, even if he has effectively separated him from the surplus of his assets, shall return to his decision as long as his offer has not been accepted by the donee.

Art. D. Conditions and charges/I. In general

Conditions and charges

I. In general

1 The donation may be subject to conditions or charges.

2 Donations whose execution is fixed on the death of the donor are subject to the rules concerning the provisions on account of death.

Art. D. Conditions and charges/II. From their execution

II. From their execution

1 The donor may require, under the terms of the contract, the execution of a load accepted by the donee.

2 The competent authority may, after the death of the donor, continue to carry out a charge imposed in the public interest.

3 The donee is entitled to refuse the execution of a charge, as the value of the liberality does not cover the costs and the excess is not refunded to it.

Art. 247 D. Conditions and burdens/III. Right of return

III. Right of return

1 The donor may stipulate the return of donated items for the benefit of the donee's predeath.

2 This right of return may be annotated in the land registry, where the donation includes real property or real property rights.

Art. 248 E. Donor liability

E. Donor liability

1 The donor only responds to the donee from the damage caused by the donation in the case of serious dol or neglect.

2 It is only required of the guarantee promised for the given thing or the assigned receivable.

Art. 249 F. Cancellation/I. Return of donated goods

F. Cancellation

I. Return of donated goods

The donor may revoke the manual donations and the promises to give that the donor has executed and actioned in restitution up to the present enrichment of the other party:

1. 1
Where the donee has committed a serious criminal offence against the donor or one of its relatives;
2.
When he has seriously failed the duties imposed on the donor or his or her family by the law;
3.
When it is not carrying out, without lawful cause, the encumbering expenses.

1 New content according to the c. 2 of the Annex to the PMQ of 26 June 1998, in force since 1 Er Jan 2000 ( RO 1999 1118 ; FF 1996 I 1).

Art. 250 F. Cancellation/II. Revocation of the promise to give and refuse to execute

II. Revocation of the promise to give and refuse to execute

1 The author of a promise to give may revoke his promise and refuse to execute it:

1.
Where there are grounds for requiring the return of property in the case of a manual donation;
2.
When, since its promise, its financial situation has changed in such a way that the donation would be extraordinarily expensive for it;
3.
When he has been given new or substantially more expensive family duties since his promise.

2 The promise of giving is annulled, when an act of default of property is issued against the donor or when the donor is declared bankrupt.

Article 251 F. Cancellation/III. Limitation period and transfer of action to heirs

III. Limitation period and transfer of action to heirs

1 Revocation may occur in the year from the date the donor became aware of the cause of revocation.

2 If the donor dies before the end of the year, the donor's action passes to his or her heirs, who may bring the donor until the end of that period.

3 The heirs may revoke the donation when the donee, premeditated and unlawfully, has caused the donor's death or prevented the donor from exercising his right of revocation.

Art. 252 Cancellation/IV. Death of the donor

IV. Death of the donor

Unless otherwise provided, the gift that is the subject of periodic benefits shall be extinguished on the death of the contributor.

Title eighth: 1 From Lease to Rent

Chapter I: General provisions

Article 253 A. Definition and scope/I. Definition

A. Definition and scope

Definition

Rent lease is a contract by which the lessor is obliged to transfer the use of one thing to the lessee, in return for rent.

Article 253 A A. Definition and scope/II. Scope/1. Provisions for leases of residential and commercial premises

II. Scope of application

1. Provisions for leases of residential and commercial premises

1 The provisions for leases of residential and commercial premises also apply to things that are disposed of with these commercial homes or premises.

2 They are not applicable to holiday apartments rented for three months or less.

3 The Federal Council shall issue the implementing provisions.

Article 253 B A. Definition and scope/II. Scope/2. Provisions concerning protection against abusive rent

2. Provisions concerning protection against abusive rent

1 The provisions on protection against abusive rent (art. 269 and s.) apply by analogy to non-agricultural land leases and other contracts that primarily involve the transfer of the use of residential or commercial premises for consideration.

2 They do not apply to apartment leases and luxury family homes with six or more rooms (kitchen not included).

3 The provisions relating to the challenge of abusive rent do not apply to residential premises in favour of which incentive measures have been taken by the public authorities and whose rent is subject to the control of an authority.

Art. 254 B. Coupled transactions

B. Coupled transactions

A transaction coupled with the lease of residential or commercial premises is void where the conclusion or continuation of the lease is subordinate to it and, by that transaction, the lessee contracts to the lessor or one-third of the obligations That are not directly related to the use of the leased thing.

Art. 255 C. Term of Lease

C. Term of Lease

1 The lease may be entered into for a fixed or indeterminate period.

2 It shall be of fixed duration when it has to terminate, without leave, at the expiration of the agreed period.

3 Other leases are deemed to be for an indefinite period of time.

Art. 256 D. Obligations of Lessor/I. In general

D. Lessor's Obligations

I. In general

1 The lessor is required to issue the item on the agreed date, in a condition appropriate to the use for which it was leased, and to maintain it in that condition.

2 Derogations to the detriment of the tenant shall be null and void if they are:

A.
Under pre-printed general conditions;
B.
In leases of houses or commercial premises.
Art. 256 A D. Obligations of Lessor/II. Obligation to inform

II. Obligation to inform

1 If a record was established at the time of the return of the item at the end of the previous lease, the lessor must, upon request, present this document to the new lessee upon issuance of the item.

2 Similarly, the lessee may require that the amount of the rent set out in the previous lease contract be disclosed to the lessee.

Art. 256 B D. Lessor's Obligations/III. Public contributions and expenses

III. Public contributions and expenses

The lessor shall bear the public contributions and the charges which shall be borne by the lessor.

Art. 257 E. Lessee's Obligations/I. Payment of Rent and Incidentals/1. Rent

E. Obligations of the tenant

I. Payment of Rent and Incidentals

1. Rent

The rent is the remuneration payable by the tenant to the lessor for the assignment of the use of the thing.

Art. 257 A E. Tenant obligations/I. Payment of rent and incidentals/2. Incidentals/a. In general

2. Incidental expenses

A. In general

1 The incidental expenses are due for the benefit provided by the lessor or a third party in connection with the use of the thing.

2 They shall be charged to the tenant only if this has been agreed specifically.

Art. 257 B E. Tenant obligations/I. Payment of rent and incidental expenses/2. Incidentals/b. Trade Habitations and Premises

B. Habitations and commercial premises

1 For residential and commercial premises, an incidental expense is the actual expenditure of the lessor for benefits related to the use of the thing, such as heating, hot water and other operating expenses, As well as the public contributions resulting from the use of the thing.

2 The lessor shall, at the request of the lessee, permit the lessor to consult the supporting documents.

Art. 257 C E. Lessee's Obligations/I. Payment of Rent and Incidentals/3. Payment Terms

3. Payment Terms

The tenant must pay the rent and, where applicable, the incidental expenses, at the end of each month, but not later than the expiration of the lease, unless otherwise agreed or local use.

Art. 257 D E. Lessee's Obligations/I. Payment of Rent and Incidentals/4. Lessee's home

4. Tenant of Lessee

1 Where, after receipt of the item, the lessee is late in the payment of an expired term or incidental expense, the lessor may, in writing, provide the lessee with a period of payment and indicate that, in the absence of payment within that period, the lessee shall terminate the payment. Lease. This period shall be at least 10 days and, for residential or commercial leases, at least 30 days.

2 In the absence of payment within the prescribed period, the lessor may terminate the contract with immediate effect; residential and commercial leases may be terminated for a minimum period of 30 days for the end of a month.

Art. 257 E E. Tenant obligations/II. Security Interests Provided by the Lessee

II. Security Interests Provided by the Lessee

1 If the lessee of a house or business premises provides security in cash or in the form of securities, the lessor must deposit them with a bank, on a savings or deposit account on behalf of the lessee.

2 In the case of residential leases, the lessor may not charge a security interest in excess of three months' rent.

3 The bank may return security rights only with the agreement of both parties, or on the basis of a command to pay unopposed or enforceable judgment. If, within one year after the end of the lease, the lessor has made no claim against the lessee in the course of a legal proceeding or a debt or bankruptcy proceeding, the lessor may require the bank to return the Security rights.

4 The cantons may issue additional provisions.

Art. 257 F E. Tenant obligations/III. Diligence and regards to neighbours

III. Diligence and regards to neighbours

1 The tenant is required to use the thing with the necessary care.

2 If it is a building, it is obliged to have for the people living in the house and the neighbours the ways in which they are due.

3 Where the maintenance of the lease has become unbearable for the lessor or the persons living in the house because the lessee, notwithstanding a written protest by the lessor, continues to violate his duty of care or lack of respect in respect of Neighbours, the lessor may terminate the contract with immediate effect; leases of houses and commercial premises may be terminated for a minimum period of 30 days for the end of a month.

4 Residential leases and commercial premises may, however, be terminated with immediate effect, if the tenant voluntarily causes serious harm to the property.

Art. 257 G E. Tenant obligations/IV. Obligation to Notify Lessor

IV. Obligation to Notify Lessor

1 The lessee shall report to the lessor the defects to which he or she is not required to remedy himself.

2 Lessee responds to damage resulting from failure to notify lessor.

Art. 257 H E. Obligations of the tenant/V. Obligation to tolerate repairs and inspections of the thing

V. Obligation to tolerate reparations and inspections

1 The tenant must tolerate work intended to remedy the defects of the thing and to repair or prevent damage.

2 The lessee shall authorize the lessor to inspect the item to the extent that such examination is necessary for the maintenance, sale or subsequent lease.

3 The lessor must notify the lessee in time of the work and the inspections and shall take into account, in their performance, the interests of the lessee; the possible claims of the tenant in reduction of the rent (art. 259 D ) And in damages (art. 259 E ) Are reserved.

Article 258 F. Inperformance or imperfect execution of the contract at the time of issue

F. Inperformance or imperfect execution of the contract at the time of issue

1 If the lessor fails to deliver on the agreed date or issues it with defects that exclude or significantly impede the use for which the lessor has been leased, the lessee may invoke s. 107 to 109 concerning the non-performance of contracts.

2 If, in spite of such defects, the tenant accepts the thing and claims the perfect execution of the contract, he can argue only the claims that he would be entitled to raise if the defects appeared during the lease (Art. 259 A To 259 I ).

3 The tenant can claim the claims under s. 259 A To 259 I Even if, at the time of issue, the thing is defective:

A.
Restricting the use for which it has been leased, without excluding it or significantly impeding it;
B.
To which, during the lease, the lessee should remedy its own costs (s. 259).
Art. 259 G. Defects during the lease/I. Obligation of the tenant to make the cleaning and repair works

G. Defects During Lease

I. Obligation of the tenant to make the cleaning and repair works

The tenant must, in accordance with local usage, remedy the defects which can be eliminated by the cleaning or repair works which are essential for the normal maintenance of the thing.

Art. 259 A G. Defects during lease/II. Tenant Rights/1. In general

II. Tenant Permissions

1. In general

1 Where defects of the thing which are not attributable to the tenant are shown to which he is not required to remedy his expenses or where the tenant is prevented from using the thing in accordance with the contract, he may require the lessor:

A.
The restoration of the thing;
B.
A proportionate reduction in rent;
C.
Damages;
D.
Taking charge of the trial against a third party.

2 The tenant of a building can also record the rent.

Art. 259 B G. Defects during lease/II. Tenant Permissions/2. Discount/a. Principle

2. Discount

A. Principle

Where the lessor is aware of a defect and has not remedied within a suitable time limit, the lessee may:

A.
Terminate the contract with immediate effect if the default excludes or substantially interferes with the use for which a building has been leased or if the default restricts the use for which a security has been leased;
B.
Remedy the default at the lessor's expense if the default, without significantly hindering it, is the use for which the thing has been leased.
Art. 259 C G. Defects during lease/II. Tenant rights/2. Discount/b. Exception

B. Exception

The tenant cannot demand the restoration of the thing when the lessor replaces it, within a reasonable time, by one thing without default.

Art. 259 D G. Defects during lease/II. Tenant Rights/3. Reductions in rent

3. Reductions in rent

If the default hinders or restricts the use for which the thing has been leased, the lessee may require the lessor to reduce the rent in a proportionate manner from the time the lessor became aware of the default and until the lessor has been eliminated.

Art. 259 E G. Defects during lease/II. Tenant Rights/4. Damages

4. Damages

If, on account of the defect, the tenant has suffered damage, the lessor owes it damages if it proves that no fault is attributable to the lessor.

Art. 259 F G. Defects during lease/II. Tenant Rights/5. Trial Support

5. Trial Support

If a third party claims a right which is incompatible with that of the tenant, the lessor is obliged to take charge of the trial on the tenant's warning.

Art. 259 G G. Defects during lease/II. Tenant Rights/6. Rent logging/a. Principle

6. Rent logging

A. Principle

1 The lessee of a building which requires the repair of a defect shall, in writing, fix a reasonable period of time for the lessor to do so; he may indicate to him that, in the absence of a remedy within that period, he shall record with an Office designated by the canton the Stencilling rents. The lessee will notify the lessor in writing of its intention to record the rents.

2 The recorded rent is deemed to be paid.

Art. 259 H G. Defects during lease/II. Tenant Rights/6. Rent logging/b. Releasing Rent Rentals

B. Releasing recorded rents

1 Rents recorded are acquired from the lessor if the lessee does not claim, within 30 days after the date of the first recorded rent, its claims against the lessor to the Conciliation Authority.

2 As soon as the lessee has notified the lessor that it will record the rents, the lessor may ask the Conciliation Authority to order the payment of the incorrectly recorded rents.

Art. 259 I 1 G. Defects during lease/II. Tenant Rights/6. Rent logging/c. Procedure

C. Procedure

The procedure is governed by the CPC 2 .


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
2 RS 272

Art. 260 H. Renovation and Amendment/I. By Lessor

H. Renovation and modification

I. By Lessor

1 The lessor has the right to renovate or modify the thing only if the work can reasonably be imposed on the lessee and the lease has not been terminated.

2 In carrying out such work, the lessor must take into account the interests of the tenant; the tenant's claims to reduce the rent (art. 259 D ) And in damages (art. 259 E ) Are reserved.

Art. 260 A H. Renovation and modification/II. By Lessee

II. By Lessee

1 The tenant has the right to renovate or modify the thing only with the written consent of the lessor.

2 Where the lessor has given consent, it may only require that the item be reclaimed if it has been agreed to in writing.

3 If, at the end of the lease, the thing has significant added value resulting from the renovation or modification accepted by the lessor, the lessee may require compensation for that greater-value; are reserved the written agreements providing for Higher allowances.

Art. 261 J. Change of ownership/I. Alienation of thing

J. Change of Ownership

I. Alienation of the

1 If, after the conclusion of the contract, the lessor disposes of the leased thing or if it is removed in the course of a debt or bankruptcy proceeding, the lease will pass to the purchaser with ownership of the property.

2 However, the new owner can:

A.
For residential or commercial premises, terminate the lease by observing the statutory holiday period for the next legal term if it is of urgent need for itself or its close relatives or allies;
B.
For another thing, terminate the lease by observing the statutory holiday period for the next legal term, unless the contract allows for an end to it earlier.

3 If the new owner terminates the contract earlier than would be permitted by the lease, the previous lessor will respond to all damages caused to the lessee.

4 The expropriation provisions are reserved.

Art. 261 A J. Change of Ownership/II. Limited real rights

II. Limited real rights

Where the lessor grants a limited right to a third party and the transaction is equivalent to a change in ownership, the provisions on the disposal of the leased thing shall apply mutatis mutandis.

Art. 261 B J. Change of Ownership/III. Annotation to the Land Registry

III. Annotation to the Land Registry

1 The parties may stipulate the annotation of tenancies of immovable property in the land register.

2 The annotation obliges any new owner to let the tenant use the building in accordance with the lease.

Art. 262 K. Sublease

K. Sublease

1 The lessee may under-lease all or part of the thing with the consent of the lessor.

2 The lessor may not refuse consent to:

A.
If the lessee refuses to disclose the conditions of the sublease;
B.
If the terms of the sub-lease, as compared to the terms of the main lease, are abusive;
C.
If the sublease presents to the lessor major drawbacks.

3 The tenant is the guarantor to the lessor that the subtenant will use the thing only for the use authorized by the main lease. The lessor may apply directly to the sub-lessee for the purpose of requiring it to do so.

Art. 263 L. Transfer of Lease to Third Party

L. Transfer of Lease to Third Party

1 The lessee of a commercial space may transfer his lease to a third party with the written consent of the lessor.

2 The lessor may refuse consent only for fair reasons.

3 If the lessor gives consent, the third party is subrogated to the lessee.

4 The lessee is relieved of its obligations to the lessor. It shall, however, show solidarity with the third party until the expiry of the term of the lease or the termination of the lease, according to the contract or the law but, in all cases, for at most two years.

Art. 264 M. Early return of the item

M. Early return of the item

1 When the tenant restores the thing without observing the period or term of leave, he is relieved of his obligations to the lessor only if he presents a new tenant who is solvent and the lessor cannot reasonably refuse; the The new tenant must also be willing to take over the lease on the same terms.

2 Otherwise, the tenant must pay the rent until the expiry of the term of the lease or until the next term of contract or legal leave.

3 The lessor must admit the charge to the rent:

A.
The value of the rewards that he was able to save as well as
B.
Profits which he has withdrawn from another use of the thing or to which he has intentionally given up.
Art. 265 N. Compensation

N. Compensation

The lessor and the lessee shall not renounce in advance the right to offset the claims arising out of the lease.

Art. 266 O. End of Lease/I. Expiry of Agreed Duration

O. Lease End

I. Expiry of the agreed duration

1 Where the parties have expressly or tacitly agreed on a fixed term, the lease shall terminate without leave on the expiry of the agreed period.

2 If the lease is renewed tacitly, it becomes an indefinite contract.

Art. 266 A O. End of Lease/II. Time Limits and Vacation Leave/1. In general

II. Time Frames and Leave Terms

1. In general

1 Where the lease is of an indefinite duration, a party may terminate it by observing the leave periods and legal terms, unless a longer period or other term has been agreed.

2 Where the period or the term of leave is not respected, the termination shall have effect for the next relevant term.

Art. 266 B O. End of Lease/II. Time limits and terms of leave/2. Buildings and securities

2. Buildings and Moveable Buildings

A party may terminate the lease of a building or of a security by observing a three-month period of leave for the term fixed by the local use or, in the absence of such use, for the end of a term of the lease.

Art. 266 C O. End of Lease/II. Time limits and terms of leave/3. Habitations

3. Habitations

A party may terminate the lease of a house by observing a three-month period of leave for the term fixed by the local use or, failing such use, for the end of a quarter of the lease.

Art. 266 D O. End of Lease/II. Time limits and terms of leave/4. Commercial premises

4. Commercial premises

A Party may terminate the lease of a commercial premises by observing a period of leave of six months for the term fixed by the local use or, in the absence of such use, for the end of a quarter of the lease.

Art. 266 E O. End of Lease/II. Time limits and terms of leave/5. Furnished rooms and parking spaces

5. Furnished rooms and parking spaces

A party may terminate the lease of a furnished bedroom, parking space or other similar facility leased separately by observing a two-week period of leave for the end of a month of lease.

Art. 266 F O. End of Lease/II. Time limits and terms of leave/6. Securities

6. Securities

A party may terminate the lease at any time by observing a three-day period of leave.

Art. 266 G O. End of Lease/III. Extraordinary Leave/1. Justites

III. Special Leave

1. Justites

1 If, for fair reasons, the performance of the contract becomes intolerable for a party, the party may terminate the lease at any time by observing the statutory holiday period.

2 The judge shall decide on the pecuniary consequences of the early leave, taking into account all the circumstances.

Art. 266 H O. End of Lease/III. Special Leave/2. Lessee's Bankruptcy

2. Lessee's Bankruptcy

1 In the event of bankruptcy of the lessee after the issuance of the item, the lessor may require that security rights be provided to the lessor for the stencilling. For this purpose, it shall address in writing to the tenant and the administration of the bankruptcy by fixing a suitable time limit.

2 If such security rights are not provided to it within that period, the lessor may terminate the contract with immediate effect.

Art. 266 I O. End of Lease/III. Extraordinary Leave/3. Death of Lessee

3. Death of Lessee

In the event of the death of the tenant, his heirs may terminate the contract by observing the statutory holiday period for the next legal term.

Art. 266 K O. End of Lease/III. Extraordinary Leave/4. Chattel

4. Moveable

The lessee of a security used for his private use and leased by the lessor in the performance of his or her professional activity may terminate the lease by observing a minimum period of leave of 30 days for the end of a term of the lease. The lessor is not entitled to any compensation.

Art. 266 L O. End of Lease/IV. Form of Leave for Houses and Commercial Premises/1. In general

IV. Form of leave for residential and commercial premises

1. In general

1 Leases of residential and commercial leases must be in writing.

2 The lessor must provide the leave using a formula approved by the Township and which indicates to the lessee the manner in which it is to proceed if it intends to contest the leave or request an extension of the lease.

Art. 266 M O. End of Lease/IV. Form of leave for residential and commercial premises/2. Family housing/a. Fillet given by the tenant

2. Family housing

A. Leave provided by the tenant

1 When the lease is used as a home for the family, a spouse may not terminate the lease without the express consent of the spouse.

2 If it is not possible to collect this consent or if the spouse refuses it without any legitimate reason, the tenant may appeal to the judge.

3 This Article shall apply mutatis mutandis to registered partners. 1


1 Introduced by ch. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).

Art. 266 N 1 O. End of Lease/IV. Form of leave for residential and commercial premises/2. Family housing/b. Lessor's Leave

B. Fillet given by the lessor

The leave granted by the lessor and the fixing of a period of payment with a threat of termination (Art. 257 D ) Must be disclosed separately to the lessee and his or her spouse or registered partner.


1 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).

Art. 266 O O. End of Lease/IV. Form of Leave for Houses and Commercial Premises/3. Invalidity of Leave

3. Leave of absence

Leave that does not meet the requirements of s. 266 L At 266 N Is null.

S. 267 P. Restitution of the thing/I. In general

P. Restitution of the

I. In general

1 At the end of the lease, the lessee shall return the item to the condition resulting from the use in accordance with the contract.

2 Any agreement entered into before the end of the lease shall be null and void and provide that the lessee shall pay compensation to cover anything other than contingent damage.

S. 267 A P. Restitution of thing/II. Verification of the condition of the thing and notice to the tenant

II. Verification of the condition of the thing and notice to the tenant

1 At the time of restitution, the lessor must verify the condition of the thing and immediately notify the tenant of the defects which it is responding to.

2 If the lessor fails to do so, the lessee is discharged from any liability, unless they are defects that could not be discovered using the usual checks.

3 If the lessor later discovers such defects, the lessor must report them immediately to the lessee.

Article 268 Q. Right of retention of lessor/I. Purpose

Q. Lessor's Right of Retention

I. Purpose

1 The lessor of commercial premises has, as a guarantee of the rent of the past year and the current semester, a right of retention on the furniture which is in the rented premises and which is used either for the development or for the use thereof.

2 The lessor's right of retention also strikes the furniture provided by the subtenant to the extent that the lessee has not paid rent to the lessee.

3 The property that cannot be seized by the lessee's creditors is not subject to the right of retention.

Article 268 A Q. Lessor's Right of Retention/II. Third-party shoses

II. Third-party shoses

1 The rights of third parties to matters of which the lessor knew or ought to have known that they were not the property of the tenant prevail over the right of holding; the same is true for the things that the possessor has lost, which have been stolen from him or Of which he is otherwise divested against his will.

2 Where the lessor only learns in the course of the lease that furniture brought by the lessee is not the property of the lessee, the lessor's right of retention on such furniture shall be extinguished if the lessee does not terminate the contract for the next term.

Article 268 B Q. Lessor's Right of Retention/III. Exercise of the law

III. Exercise of the law

1 Where the tenant wants to move or intends to carry the furniture in the rented premises, the lessor may, with the assistance of the competent authority, retain as much as necessary to guarantee its claim.

2 Objects that are smuggled or violent can be reintegrated with the assistance of the public force within ten days of their displacement.

Chapter II: Protection against abusive rent or other improper claims by the lessor in respect of residential tenancies and commercial premises

Art. 269 A. abusive rents/I. Rule

A. Unfair Loyers

Rule

Rents are abusive when they allow the lessor to obtain an excessive return on the leased thing or when they result from a clearly exaggerated purchase price.

Art. 269 A A. Unfair Loyers/II. Exceptions

II. Exceptions

In general, rent is not abusive which, in particular:

A.
Are within the usual rent limits in the community or in the neighbourhood;
B.
Are justified by cost increases or additional benefits from the lessor;
C.
Are in the case of recent construction, within the limits of gross performance to cover the costs;
D.
Serve only to offset a reduction in the previous rent due to the partial deferral of the usual financing costs and are set out in a known tenant payment plan;
E.
Only compensate for the higher risk capital increase;
F.
Do not exceed the recommended limits in the framework contracts between associations of lessors and tenants or organizations that promote similar interests.
Art. 269 B B. Indexed Rents

B. Indexed Rents

The conventions providing that the rent is adjusted according to an index are valid only if the lease is concluded for a minimum period of five years and the reference is the Swiss consumer price index.

Art. 269 C C. Staggered Rents

C. Staggered Rents

The agreements providing that the rent will be increased periodically by a specified amount are valid only if:

A.
The lease is for a minimum period of three years;
B.
The rent is not increased more than once a year; and
C.
The amount of the increase is fixed in francs.
Art. 269 D D. Rent Increases and Other Unilateral Contract Changes by Lessor

D. Rent Increases and Other Unilateral Contract Changes by Lessor

1 The lessor may at any time increase the rent for the next termination term. The notice of the increase in the rent, with an indication of the grounds, shall be sent to the tenant at least ten days before the start of the period of termination and shall be effected by means of a formula approved by the canton.

2 Rent increases are zero when:

A.
They are not notified by the official formula;
B.
The reasons are not indicated;
C.
They are subject to termination or threat of termination.

3 The s. 1 and 2 are also applicable where the lessor intends to unilaterally bring other changes to the contract at the expense of the lessee, for example by reducing benefits or introducing new incidental expenses.

Art. 270 E. Rent Challenge/I. Request for Rent Reduction/1. Initial Rent

E. Rent Challenge

I. Request for Decrease in Rent

1. Initial Rent

1 Where the tenant considers that the amount of the initial rent is undue within the meaning of s. 269 and 269 A , it may challenge it before the Conciliation Authority within 30 days of receiving the item and requesting its reduction:

A.
Whether it was forced to enter into the lease by personal or family necessity or because of the situation in the local housing market and commercial premises; or
B.
If the lessor has substantially increased the initial rent for the same thing from the previous rent.

2 In the event of a shortage of housing, the cantons may make the use of the official formula referred to in art compulsory in all or part of their territory. 269 D For the conclusion of any new lease.

Art. 270 A E. Rent Challenge/I. Request for Decrease in Rent/2. In Lease

2. In Lease

1 The lessee can challenge the amount of the rent and claim the decrease for the next termination term, if it has a reason to admit that the leased thing provides the lessor with an excess return within the meaning of s. 269 and 269 A , due to a significant modification of the basis of calculation, resulting in particular from a decrease in fees.

2 The lessee must address in writing his request for a decrease to the lessor, who has 30 days to determine. If the lessor fails to comply with the request, accepts it only partially or does not respond within the prescribed time limit, the Lessee may refer the matter to the Conciliation Authority within 30 days.

3 L' al. 2 is not applicable where the tenant who disputes a rent increase at the same time is requesting the decrease.

Art. 270 B E. Rent Challenge/II. Challenge of rent increases and other unilateral changes to the contract

II. Challenge of rent increases and other unilateral changes to the contract

1 If the tenant is of the opinion that an increase in rent is abusive within the meaning of s. 269 and 269 A , it may challenge it before the Conciliation Authority within 30 days of the notice of gross-up.

2 L' al. 1 is also applicable where the lessor unilaterally brings other changes to the contract at the expense of the lessee, for example by reducing benefits or introducing new incidental expenses.

Art. 270 C E. Rent Challenge/III. Indexed Rent Challenge

III. Indexed Rent Challenge

Subject to the challenge of the initial rent, a party may only argue before the Conciliation Authority that the increase or decrease in the rent requested by the other party is not justified by a variation of the index or It does not correspond to the scale of the scale.

Art. 270 D E. Rent Challenge/IV. Rent Rent Challenge

IV. Rent Rent Challenge

Subject to the challenge of the initial rent, the tenant cannot dispute the rent during the lease.

Art. 270 E F. Validity of the lease during the challenge procedure

F. Validity of the lease during the challenge procedure

The lease remains in effect without change:

A.
During the conciliation procedure, if the parties have not reached an agreement;
B.
During judicial proceedings, subject to provisional measures ordered by the judge.

Chapter III: Protection against leave in respect of leases of houses and commercial premises

Art. 271 A. Leave Annulability/I. In general

A. Annulability of leave

I. In general

1 The leave is voidable when it contravening the rules of good faith.

2 The leave must be justified if the other party so requests.

Art. 271 A A. Vacation leave/II. Lessor's Leave

II. Lessor's Leave

1 The leave shall be voidable when given by the lessor, in particular:

A.
Because the tenant claims in good faith the claims arising from the lease;
B.
For the purpose of imposing a unilateral modification of the lease unfavourable to the lessee or an adjustment of rent;
C.
Only for the purpose of bringing the tenant to buy the rented apartment;
D.
During conciliation proceedings or judicial proceedings in connection with the lease, unless the tenant fails to disregard the rules of good faith;
E.
Within three years from the end of a conciliation or judicial proceeding concerning the lease and if the lessor:
1.
Has been largely unsuccessful;
2.
Abandoned or substantially reduced its claims or conclusions;
3.
Has forfeited the matter to the judge;
4.
Entered into a transaction or otherwise agreed with the lessee.
F.
Due to changes in the tenant's family situation, without any major inconvenience to the lessor.

2 The let. E of para. 1 is also applicable where the lessee can prove in writing that he or she has agreed with the lessor, outside a conciliation or judicial proceeding, on a claim under the lease.

3 The let. D and e of para. 1 is not applicable when a leave is granted:

A.
Because of the urgent need for the lessor or close relatives or allies to use the premises themselves;
B.
In the case of a tenant's home (s. 257 D );
C.
For serious breach by the tenant of his duty of care or for serious lack of respect for neighbours (art. 257 F , para. 3 and 4);
D.
In the case of the alienation of the leased thing (s. 261, para. 2);
E.
For just cause (s. 266 G );
F.
In the event of the lessee's bankruptcy (s. 266 H ).
Art. 272 B. Extension of the lease/I. Right of the tenant

B. Extension of the Lease

I. Right of the Lessee

1 The tenant may request the extension of a term or indeterminate lease when the end of the contract would have painful consequences for him or his family without the lessor's interest.

2 In weighing the interests, the competent authority shall, inter alia, rely on:

A.
The circumstances of the lease agreement and the contents of the contract;
B.
The term of the lease;
C.
The personal, family and financial circumstances of the parties and their behaviour;
D.
The need for the lessor or close relatives or allies to use the premises themselves and the urgency of the need;
E.
The situation in the local housing market and commercial premises.

3 Where the tenant requests a second extension, the competent authority shall also examine whether the tenant has taken all the steps which could reasonably be required of him in order to remedy the distressing consequences of the leave.

Art. 272 A B. Extension of Lease/II. Exclusion from extension

II. Exclusion from extension

1 No extension shall be granted where leave is granted:

A.
In the case of a tenant's home (s. 257 D );
B.
For serious breach by the tenant of his duty of care or for serious lack of respect for neighbours (art. 257 F , para. 3 and 4);
C.
In the event of the lessee's bankruptcy (s. 266 H );
D.
If, in anticipation of a transformation or demolition, the lease contract has been expressly concluded for a period expiring at the beginning of the work or upon receipt of the required authorization.

2 As a general rule, no extension is granted where the lessor provides the lessee with equivalent residential accommodation or business premises.

Art. 272 B B. Extension of Lease/III. Duration of extension

III. Duration of extension

1 The residential lease may be extended for up to four years, that of six-year commercial premises. Within these limits, one or two extensions may be granted.

2 Where the parties agree to an extension of the lease, they are not related to any maximum duration and the lessee may waive a second extension.

Art. 272 C B. Extension of Lease/IV. Lease Validity

IV. Lease Validity

1 A party may request that the extension decision amend the contract by adapting it to the new situation.

2 If the extension decision has not changed the contract, the contract remains in effect without changes during the extension; are reserved for legal adaptation options.

Art. 272 D B. Extension of the lease/V. Leave provided during the extension

V. Leave given during the extension

In the absence of a judgment or agreement to the contrary, the tenant may terminate the lease:

A.
Observing a period of leave of one month for the end of one month when the extension does not exceed one year;
B.
Observing a three-month period of leave for a legal term when the extension exceeds one year.
Art. 273 C. Time Limits and Procedure

C. Time Limits and Procedure 1

1 The party who wishes to contest the leave must refer the matter to the Conciliation Authority within 30 days of receiving the leave.

2 The tenant who wishes to request an extension of the lease must refer the matter to the Conciliation Authority:

A.
In the case of an indefinite lease, within 30 days of receiving the leave;
B.
In the case of a term lease, not later than 60 days prior to the expiration of the contract.

3 The tenant requesting a second extension must refer the matter to the Conciliation Authority no later than 60 days before the expiry of the first.

4 The procedure before the Conciliation Authority is governed by the CPC 2 . 3

5 Where the competent authority rejects a request for cancellation of the leave introduced by the tenant, it shall examine ex officio whether the lease can be extended. 4


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
2 RS 272
3 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
4 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 273 A D. Family housing

D. Family housing

1 When the lease is used as a home for the family, the tenant's spouse may also challenge the leave, request an extension of the lease, and exercise the other rights of the tenant in the event of leave.

2 Agreements providing for an extension of the lease are valid only if they are concluded with both spouses.

3 This Article shall apply mutatis mutandis to registered partners. 1


1 Introduced by ch. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).

Art. 273 B E. Sublease

E. Sublease

1 The provisions of this Chapter apply to the sub-lease until the main lease has been extinguished. The extension is only possible for the duration of the main lease.

2 Where the principal purpose of the sub-lease is to evade the leave protection provisions, the sub-tenant benefits from such protection regardless of the principal lease. If the latter is terminated, the principal lessor is subrogated to the sub-lessor in the contract with the sub-lessee.

Art. 273 C F. Mandatory provisions

F. Mandatory provisions

1 The tenant may waive the rights conferred on him by this chapter only if the latter expressly provides for it.

2 The opposite conventions are null and void.

Chapter IV: ...

Art. 274 To 274 G 1

1 Repealed by c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, with effect from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Title eighth Bis : 2 On-farm lease

Art. 275 A. Definition and scope/I. Definition

A. Definition and scope

Definition

The farm lease is a contract by which the lessor is obliged to give in to the farmer, subject to the use of a good or a productive right, and to allow it to receive fruit or products.

Art. 276 A. Definition and scope/II. Scope/1. Trade Habitations and Premises

II. Scope of application

1. Trade Habitations and Premises

The provisions for on-farm leases for residential or commercial premises also apply to things that are being used and enjoyed with these commercial premises or premises.

Art. 276 A A. Definition and scope/II. Scope of application/2. Agricultural garlic

2. Farm Lease

1 Farm leases on farms or on buildings allocated to agriculture are governed by the federal Farm Lease Act of October 4, 1985. 1 , as it contains special provisions.

2 In addition, the Code of Obligations is applicable, with the exception of the provisions for on-farm leases for residential or commercial premises. 2


1 RS 221.213.2
2 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 277 B. Inventory

B. Inventory

If utensils, livestock or supplies are included in the lease, each party is required to submit to the other an accurate, signed inventory and to participate in an inconsistent estimate.

S. 278 C. Obligations of Lessor/I. Issuance of thing

C. Obligations of Lessor

I. Issue of thing

1 The lessor is required to issue the thing on the agreed date in a condition appropriate to the use and operation for which it was leased.

2 If a record has been established at the time of the return of the thing at the end of the previous lease, the lessor must, upon request, present this document to the new farmer at the time of issue.

3 Similarly, the farmer may require the amount of the ferage fixed in the previous lease contract to be disclosed to him.

Art. 279 C. Obligations of Lessor/II. Reparations Grosses

II. Reparations Grosses

The lessor is required to carry out the major repairs at its own expense for the duration of the lease, as soon as the farmer has communicated the need for such repairs.

Art. 280 C. Lessor's Obligations/III. Public contributions and expenses

III. Public contributions and expenses

The Lessor shall bear the public contributions and expenses which shall be borne by the lessor.

Art. 281 D. Farmer's Obligations/I. Payment of Stowage and Incidentals/1. In general

D. Farmer's Obligations

I. Payment of Stowage and Incidentals

1. In general

1 The farmer shall pay the fine and, where applicable, the incidental expenses at the end of each lease year, but not later than the expiration of the lease, unless otherwise agreed or local use.

2 With respect to ancillary costs, s. 257 A Is applicable.

Article 282 D. Farmer's Obligations/I. Payment of Stowage and Incidentals/2. Remains of Farmer

2. Remains of farmer

1 Where, after receipt of the item, the farmer is late in the payment of an expired term or incidental expenses, the lessor may, in writing, provide the farmer with a period of at least 60 days and indicate that, in the absence of payment within that period, the farmer shall Terminate the lease.

2 In the absence of payment within the time limit, the lessor may terminate the contract with immediate effect; on-farm leases for residential or commercial premises may be terminated for a minimum period of 30 days for the end of a Months.

Article 283 D. Farmer/II obligations. Diligence, respect for neighbours and maintenance of thing/1. Diligence and regards to neighbours

II. Diligence, respect for neighbours and maintenance of thing

1. Diligence and regards to neighbours

1 The farmer is required to use the necessary thing with the necessary care, in accordance with the use to which it is intended; it must, in particular, maintain its long-term productivity.

2 If it is a building, it is obliged to have for the people living in the house and the neighbours the ways in which they are due.

S. 284 D. Farmer/II obligations. Diligence, respect for neighbours and maintenance of thing/2. Maintenance of thing

2. Maintenance of the thing

1 The farmer must provide for the proper maintenance of the thing.

2 It must, in accordance with local use, carry out the minor repairs and replace the utensils and tools of little value which have perished from antiquity or through use.

Article 285 D. Farmer/II obligations. Diligence, respect for neighbours and maintenance of thing/3. Violation of his duties by the farmer

3. Violation of his duties by the farmer

1 Where the maintenance of the lease has become unbearable for the lessor or the persons living in the house because the farmer, notwithstanding a written protest by the lessor, continues to violate his duty of care, to lack of respect for the The lessor may terminate the contract with immediate effect; on-farm leases for residential or commercial premises may be terminated with a minimum period of 30 days leave for the End of a month.

2 On-farm leases for residential or commercial premises may, however, be terminated with immediate effect if the lessee voluntarily causes serious harm to the property.

Article 286 D. Farmer's Obligations/III. Obligation to Notify Lessor

III. Obligation to Notify Lessor

1 If large repairs become necessary, or if a third party raises claims on the leased thing, the farmer is required to notify the lessor immediately.

2 The farmer answers the damage resulting from the failure to notify the lessor.

S. 287 D. Farmer's Obligations/IV. Obligation to tolerate reparations and inspections

IV. Obligation to tolerate reparations and inspections

1 The farmer must tolerate large repairs to remedy the defects of the thing and to repair or prevent damage.

2 The farmer must authorize the lessor to inspect the item to the extent that such examination is necessary for the maintenance, sale or subsequent consolidation.

3 The lessor shall notify the farmer in time of the work and the inspections and shall take into account, in their performance, the interests of the farmer; the provisions on the rental lease (Art. 259 D And 259 E ) Are applicable by analogy with regard to the possible claims of the farmer in reduction of the closure and in damages.

Art. 288 E. Rights of the farmer in the event of non-performance or defects

E. Rights of the farmer in the event of non-performance or defects

1 The rent-to-rent provisions (s. 258 and 259 A To 259 I ) Are applicable by analogy:

A.
Where the lessor does not issue the thing on the agreed date or issue it with defects;
B.
When defects in the thing that are not attributable to the farmer and to which he is not required to remedy his expenses or the farmer is prevented from using the thing in accordance with the contract.

2 Derogations to the detriment of the farmer shall be null and void if they are:

A.
Under pre-printed general conditions;
B.
In on-farm leases for residential or commercial premises.
Art. 289 F. Renovation and Amendment/I. By Lessor

F. Renovation and modification

I. By Lessor

1 The lessor has the right to renovate or modify the thing only if the work can reasonably be imposed on the farmer and the lease has not been terminated.

2 In carrying out such work, the lessor must take into account the interests of the farmer; the provisions on the rental lease (art. 259 D And 259 E ) Are applicable by analogy with regard to the possible claims of the farmer in reduction of the closure and in damages.

Art. 289 A F. Renovation and modification/II. By the farmer

II. By the farmer

1 Without the written consent of the lessor, the farmer cannot:

A.
To provide the mode of operation of the thing with an essential change whose effects would extend beyond the term of the lease;
B.
Undertake renovations or modifications of the thing that go beyond the proper maintenance of the site.

2 Where the lessor has given consent, it may only require that the item be reclaimed if it has been agreed to in writing.

3 If the lessor has not given written consent to a change, within the meaning of para. 1, let. A, and that the farmer has not returned the item within a reasonable period of time, the lessor may terminate the contract with immediate effect; and the on-farm leases for residential or commercial premises may be terminated by means of a 30-day minimum leave period for the end of a month.

Art. 290 G. Change of Ownership

G. Change of Ownership

The rent-to-rent provisions (s. 261-261 B ) Are applicable by analogy:

A.
In the event of the disposition of the thing;
B.
In the event of the granting of a limited right;
C.
In the case of an annotation of the lease on the land register.
S. 291 H. Underfirming

H. Underfirming

1 The farmer may under-lease or sublease all or part of the thing with the consent of the lessor.

2 The lessor may not refuse to consent to the sub-leasing of premises that are part of the leased thing:

A.
If the farmer refuses to disclose the conditions of the sublease;
B.
If the terms of the sub-lease, as compared to the terms of the main lease, are abusive;
C.
If the sublease presents to the lessor major drawbacks.

3 The farmer is a guarantor to the lessor that the farmer or sub-tenant will use or exploit the thing only in accordance with the main lease. The lessor may apply directly to the sub-farmer or sub-lessee for the purpose of obliging them to do so.

S. 292 J. Transfer of Lease to Third Party

J. Transfer of Lease to Third Party

Art. 263 shall apply mutatis mutandis to the transfer to one third of the commercial premises lease.

Art. 293 K. Early return of the item

K. Early return of the item

1 Where the farmer restores the matter without observing the period or term of leave, he shall be discharged from his obligations to the lessor only if he presents a new farmer who is solvent and the lessor cannot reasonably refuse; the The new farmer must also be willing to take over the lease on the same terms.

2 Failing this, the farmer must pay for the term of the lease until the term of the lease expires or until the next term of contract or legal leave.

3 The lessor must admit the imputation on the towage:

A.
The value of the rewards that he was able to save as well as
B.
Profits which he has withdrawn from another use of the thing or to which he has intentionally given up.
Art. 294 L. Compensation

L. Compensation

Art. 265 shall apply mutatis mutandis to the offsetting of claims arising from the on-farm lease.

S. 295 Mr. End of Lease/I. Expiry of the Agreed Duration

Mr. End of Lease

I. Expiry of the agreed duration

1 Where the parties have expressly or tacitly agreed on a fixed term, the lease shall terminate without leave on the expiry of the agreed period.

2 If the lease is renewed tacitly, it is renewed from year to year, under the same conditions, unless otherwise agreed.

3 A party may terminate the renewed lease by observing the statutory holiday period for the end of a lease year.

Art. Mr. End of Lease/II. Time Limits and Leave Terms

II. Time Limits and Leave Terms

1 Where the lease is of indefinite duration, a party may terminate it by observing a period of six-month leave for any term, if there is no convention or local use to the contrary, and the nature of the thing does not imply any other Will of the parties.

2 A party may terminate the on-farm lease on residential or commercial premises entered into for an indefinite period of time by observing a minimum period of leave of six months for the term fixed by the local use or, in the absence of such use, for the End of a lease term. The parties may agree on a longer period or another term.

3 Where the period or the term of leave is not respected, the termination shall have effect for the next relevant term.

Art. Mr. End of Lease/III. Extraordinary Leave/1. Justites

III. Special Leave

1. Justites

1 If, for fair reasons, the performance of the contract becomes intolerable for a party, the party may terminate the lease at any time by observing the statutory holiday period.

2 The judge shall decide on the pecuniary consequences of the early leave, taking into account all the circumstances.

Art. A Mr. End of Lease/III. Special Leave/2. Farmer's Bankruptcy

2. Farmer's Bankruptcy

1 In the event of bankruptcy of the farmer after the grant of the thing, the lease terminates at the opening of the bankruptcy.

2 However, if sufficient security is provided to the lessor for current and inventory purposes, the lessor is required to allow the contract to remain until the end of the lease year.

Art. B Mr. End of Lease/III. Extraordinary Leave/3. Death of the farmer

3. Farmer's Death

In the event of the farmer's death, his heirs, as well as the lessor, may terminate the contract by observing the statutory holiday period for the next legal term.

Art. 298 Mr. End of Lease/IV. Form of leave for residential and commercial premises

IV. Form of leave for residential and commercial premises

1 On-farm leases for residential or commercial premises must be given in writing.

2 The lessor must provide the leave using a formula approved by the Township and which indicates to the farmer how to proceed if he intends to challenge the leave or to request an extension of the lease.

3 Otherwise, the fillet is null.

Art. N. Restitution of thing/I. In general

N. Return of thing

I. In general

1 At the end of the lease, the farmer must return the item, with all the objects in the inventory, in the condition in which they are located.

2 He is entitled to compensation for improvements resulting from:

A.
Care beyond a diligent administration of the thing;
B.
Of renovations or modifications to which the lessor has given its written consent.

3 He must compensate the lessor for the damage that he could have prevented by a diligent administration of the thing.

4 Any agreement entered into before the end of the lease shall be null and void and provide that the lessee shall pay compensation to cover anything other than contingent damage.

Art. A N. Restitution of thing/II. Verification of the status of the thing and notice to the farmer

II. Verification of the status of the thing and notice to the farmer

1 At the time of restitution, the lessor must verify the condition of the thing and immediately notify the farmer of the defects which the farmer replies.

2 If the lessor fails to do so, the farmer is discharged from any liability, unless they are defects that could not be discovered using the usual checks.

3 If the lessor later discovers such defects, they must report them immediately to the farmer.

Art. B N. Restitution of thing/III. Replacing Inventory Objects

III. Replacing Inventory Objects

1 If, at the time of delivery, the objects carried on the inventory have been estimated, the farmer must, at the end of the lease, return them of the same species and value or pay the moins-value.

2 It shall not be compensated if it proves that the unrepresented objects have been lost by the fault of the lessor or by force majeure.

3 He is entitled to an allowance for the added value arising from his or her impact and work.

Art. C O. Right of retention

O. Right of retention

The lessor has, for the guarantee of the last year and the current year, the same right of retention as in the case of rent-to-rent (art. 268 and s.).

Art. 300 P. Protection against leave in respect of leases of houses or commercial premises

P. Protection against leave in respect of leases of houses or commercial premises

1 The rent-to-rent provisions (s. 271 to 273 C ) Are applicable by analogy with respect to leave protection in respect of on-farm leases for residential or commercial premises.

2 Housing provisions of the family (art. 273 A ) Are not applicable.

Art. 301 1 Q. Procedure

Q. Procedure

The procedure is governed by the CPC 2 .


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
2 RS 272

Art. 302 R. Cheptel Bail/I. Farmer's Rights and Obligations

R. Cheptel Bail

I. Rights and obligations of the farmer

1 In the livestock lease that does not relate to an agricultural lease, all profits derived from the leased livestock belong to the farmer, except convention or local use to the contrary.

2 The farmer feeds and treats cattle; he pays the lessor a fermage consisting of either cash or a share of the profits.

Article 303 R. Cheptel/II. Liability

II. Liability

1 Unless otherwise agreed or locally used, the farmer shall reply to the damage suffered by the livestock, if it proves that the damage has occurred in spite of all due care in the care and custody of the livestock.

2 The extraordinary maintenance costs which have not been caused by the farmer's fault shall be borne by the lessor.

3 The farmer is required to report to the lessor accidents or illnesses of a certain gravity as soon as possible.

S. 304 R. Cheptel/III. Termination

III. Termination

1 Where the lease is of indefinite duration, a party may terminate it for any term, except convention or local use to the contrary.

2 Termination shall be made in good faith and shall not take place in an inappropriate time.

Title 9: Loan

Chapter I: From loan to use

Art. 305 Definition

Definition

The term loan is a contract by which the lender is obliged to transfer the use of something that the borrower undertakes to use for free after it has been used.

Art. 306 B. Effects/I. Rights of the Borrower

Effects

I. Rights of the Borrower

1 The borrower may use the loaned thing only for the use determined by the contract or, failing that, by the nature of the thing or its intended purpose.

2 It does not have the right to authorize a third party to use the thing.

3 A borrower who contravenes these rules even responds to the fortuitous event, unless he or she proves that the thing would have been achieved as well if he had observed them.

Article 307 B. Effects/II. Maintenance costs

II. Maintenance costs

1 The Borrower shall bear the ordinary costs of maintenance, including feeding the loaned animals.

2 He may repeat the extraordinary expenses he had to spend in the interest of the lender.

Article 308 B. Effects/III. Solidarity liability

III. Solidarity liability

Those who have jointly borrowed the same thing are jointly and severally liable.

Art. 309 C. Extinction/I. In the case of a loan for an agreed use

C. Extinction

I. In the case of a loan for an agreed use

1 Where the term of the contract has not been conventionally fixed, the term loan shall terminate as soon as the borrower has made the agreed use, or by the expiry of the time in which such use may have taken place.

2 The lender can claim the thing, even before, if the borrower makes use of it contrary to the convention, if it deteriorates it, allows a third party to use it, or if it occurs to the lender itself an urgent and unanticipated need for it.

Art. 310 C. Extinction/II. In case of loan for undetermined use

II. In case of loan for undetermined use

If the loan has been made for a purpose whose purpose or duration are not determined, the lender is free to claim the thing when it sees fit.

Art. 311 C. Extinction/III. Death of the borrower

III. Death of the borrower

The loan for use ends with the death of the borrower.

Chapter II: Consumer loan

Article 312 Definition

Definition

The consumer loan is a contract by which the lender is obliged to transfer the ownership of a sum of money or other things fungible to the borrower, who is dependent on the borrower to make the same amount of the same kind and quality.

Art. 313 B. Effects/I. Interest/1. When they are due

Effects

I. Interest

1. When due

1 In civil matters, the creditor can claim interest only if they have been stipulated.

2 As far as trade is concerned, it is even without a convention.

Art. 314 B. Effects/I. Interest/2. Interest Rules

2. Interest Rules

1 If the contract did not set the interest rate, the loan is deemed to be at the usual rate for loans of the same nature, at the time and place where the purpose of the loan was issued.

2 Unless otherwise agreed, the stated interest is paid annually.

3 The parties may not, under penalty of nullity, agree in advance that the interest will be added to the capital and will produce interest themselves; the rules of trade for the calculation of compound interest in the current accounts as well as the other Similar uses, admitted in particular in the operations of savings banks, remain reserved.

Art. 315 B. Effects/II. Limitation of the right to grant and acceptance

II. Limitation of the right to grant and acceptance

The right of the borrower to claim the deliverance of the promised thing and that of the lender to require it to be accepted shall be barred by six months from the day on which the other party remains.

Art. 316 B. Effects/III. Borrower's insolvency

III. Borrower's insolvency

1 The lender may refuse to deliver the promised thing, if the borrower has become insolvent since the contract was concluded.

2 He has that right even if the insolvency occurred before the conclusion of the contract, and he knew it only after he had committed himself.

Art. C. Values or Goods Issued in lieu of Cash

C. Values or Goods Issued in lieu of Cash

1 Where the loan is of a certain amount of money and the borrower receives, instead of cash, securities or merchandise, the loan is assessed on the basis of the current price or price at the time and place of issue.

2 Any contrary agreement is null and void.

Art. 318 D. Restitution Time

D. Restitution Time

If the contract does not establish a return or a warning period, and does not oblige the borrower to make the first requisition, the borrower has, in order to return it, six weeks starting from the first claim of the lender.

Title 10: Contract of employment 3

Chapter I: Individual contract of employment

Art. 319 A. Definition and training/I. Definition

A. Definition and training

Definition

1 Under the individual contract of employment, the worker undertakes, for a fixed or indeterminate period, to work at the service of the employer and the employer to pay a fixed salary based on the time or work provided (salary to parts or to the task).

2 Also deemed to be an individual contract of employment is the contract by which a worker undertakes to work regularly at the employer's service by hours, half days or days (part-time work).

Art. 320 A. Definition and Training/II. Training

II. Training

1 Unless otherwise provided by law, the individual contract of employment shall not be subject to any special form.

2 It is deemed to have been concluded when the employer accepts for a given time the performance of a job which, according to the circumstances, must be provided only against a salary.

3 If the worker provides good faith work for the employer under a contract that is subsequently void, both are required to meet the obligations arising from the working relationship, as if it were a valid contract, Until one or the other terminates employment reports due to the invalidity of the contract.

Article 321 B. Workers' obligations/I. Personal work

B. Obligations of the worker

I. Personal Work

The worker carries out the work in person, unless the contrary is the result of an agreement or circumstances.

Article 321 A B. Obligations of the worker/II. Due Diligence and Compliance

II. Due Diligence and Compliance

1 The worker carries out the work entrusted to him with care and faithfully safeguards the legitimate interests of the employer.

2 It shall be required to use the machinery, work instruments, apparatus and technical installations and vehicles of the employer in accordance with the rules in this respect, and to treat them carefully, as well as the equipment put at its disposal Provision for the performance of his or her work.

3 During the term of the contract, the worker must not perform paid work for a third party to the extent that he is of a duty of fidelity and, in particular, competing with the employer.

4 During the term of the contract, the worker shall not use or reveal facts intended to be kept confidential, such as the manufacturing and business secrets of which he has become acquainted with the employer; he shall be obliged to keep the Secret even after the end of the contract as required to safeguard the legitimate interests of the employer.

Article 321 B B. Worker's obligations/III. Accountability and restitution

III. Accountability and restitution

1 The worker shall report to the employer everything he receives for him in the course of his contractual activity, in particular the sums of money; he shall immediately return to him what he has received.

2 It shall also immediately provide the employer with all that it produces by its contractual activity.

Article 321 C B. Worker's Obligations/IV. Additional Hours of Work

IV. Additional Hours of Work

1 If the circumstances require more hours of work than does the contract or use, a contract-type of work or a collective agreement, the worker is required to carry out this additional work to the extent that he or she can To do so and where the rules of good faith allow him to ask him.

2 The employer may, with the agreement of the worker, compensate for overtime work by a period of at least equal duration, which must be granted in the course of an appropriate period.

3 The employer is required to pay for overtime work which is not compensated by a leave of absence by paying the normal salary by at least one quarter, unless otherwise provided by a written agreement, contract-type of work or Collective agreement.

Article 321 D B. Obligations of the worker/V. General instructions and instructions

General guidelines and instructions to be observed

1 The employer may establish general instructions on the performance of the work and the conduct of workers in the operation or household and give them specific instructions.

2 The worker observes according to the rules in good faith the general directives of the employer and the particular instructions given to him.

Article 321 E B. Worker's Obligations/VI. Worker's Responsibility

VI. Worker's Responsibility

1 The worker is responding to the injury to the employer intentionally or negligently.

2 The measure of the worker's diligence shall be determined by the contract, taking into account the professional risk, the training or the technical knowledge necessary to carry out the work promised, as well as the skills and qualities of the The worker the employer knew or should have known.

S. 322 C. Employer's obligations/I. Salary/1. Nature and amount in general

C. Employer's obligations

I. Salary

1. Nature and Amount in General

1 The employer pays the worker the wage agreed upon, usual or fixed by a contract-type of work or collective agreement.

2 If the worker lives in the employer's household, his maintenance and accommodation are part of the salary, unless otherwise agreed or used.

S. 322 A C. Employer's obligations/I. Salary/2. Participation in operating income

2. Participation in exploitation

1 If, under the contract, the worker is entitled to a share of the profit or turnover or otherwise participates in the result of the operation, that part shall be calculated on the basis of the result of the annual financial year, determined in accordance with Legal requirements and generally accepted commercial principles.

2 The employer shall provide the information necessary to the worker or, in his place, to a designated expert in common or by the judge; he or she authorizes the worker or expert to consult the accounting books to the extent that the control so requires.

3 If an interest in the business is agreed upon, a copy of the profit and loss account shall also be given to the worker who requests it. 1


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

S. 322 B C. Employer's obligations/I. Salary/3. Provision/a. Birth of the right to the provision

3. Provision

A. Birth of the right to the provision

1 If it is agreed that the worker is entitled to a provision in certain cases, it shall be acquired as soon as the case has been validly concluded with the third party.

2 In the case of insurance or business contracts involving successive performances, a written agreement may provide that the right to the provision shall be acquired on the basis of the due payment of each instalment or benefit.

3 The right to the provision shall be extinguished where the employer does not perform the case without fail or if the third party fails to fulfil its obligations; if the failure is only partial, the provision shall be reduced proportionally.

S. 322 C C. Employer's obligations/I. Salary/3. Provision/b. Discount

B. Count

1 If the worker is not required by the contract to draw up a statement of his provisions, the employer shall give it to each deadline a statement showing the cases which give entitlement to a provision.

2 The employer shall provide the information necessary to the worker or, in his place, to a designated expert in common or by the judge; he authorships the worker or expert to consult the books and supporting documents to the extent that the control Requires it.

S. 322 D C. Employer's obligations/I. Salary/4. Gratification

4. Gratification

1 If the employer pays special compensation in addition to the salary on certain occasions, such as Christmas or the end of the annual fiscal year, the worker is entitled to it when it has been agreed to.

2 In the event of the termination of employment reports before the occasion which gives rise to special compensation, the worker shall be entitled to a proportionate share of that compensation only if so agreed.

Article 323 C. Employer/II obligations. Payment of salary/1. Timelines and Payment Term

II. Payment of salary

1. Timeliness and Payment Term

1 If shorter time limits or other terms of payment are not provided for by agreement or are not customary and unless otherwise provided for in a contract-type of work or collective agreement, the salary is paid to the worker at the end of each month.

2 The allowance is paid at the end of each month, unless a shorter payment term has been agreed or is not customary; however, where the execution of certain cases requires more than half a year, the due date of the allowance may be deferred By written agreement for these cases.

3 Participation in the result of exploitation shall be paid as soon as this result is established, but no later than six months after the end of the financial year.

4 To the extent of the work already performed, the employer shall give the worker in need the advances that he or she can reasonably make.

Article 323 A C. Employer/II obligations. Payment of salary/2. Withholding on salary

2. Withholding on salary

1 As provided for in an agreement, the use, a contract-type of work or a collective agreement, the employer can deduct part of the salary.

2 The deduction must not exceed one tenth of the salary on the day of pay or, in total, the salary of a work week; however, the contract-type of work or collective agreement may provide for a higher deduction.

3 Unless otherwise agreed or used or derogated from a contract-type of work or collective agreement, the deduction shall be deemed to guarantee the claims of the employer arising from the working relationship, without having the character of a sentence Conventional.

Article 323 B C. Employer/II obligations. Payment of salary/3. Salary Warranty

3. Salary Warranty

1 Unless otherwise agreed or used, wages in cash shall be paid during working hours in legal tender. A count is given to the worker.

2 The employer cannot compensate the wage with a claim against the worker only to the extent that the wage is garnishable; however, claims arising from intentional damage can be compensated without restriction.

3 Agreements on the use of wages in the interest of the employer are void.

Art. 324 C. Employer/III obligations. Salary in case of incapacity to work/1. In the case of the employer's residence

III. Salary in case of incapacity to work

1. In the case of an employer's home

1 If the employer prevents the work from being carried out or is still to be accepted for other reasons, the employer has to pay the salary without the worker still having to provide his or her work.

2 The worker ascribes to his wages what he has saved as a result of the inability to work or what he has gained by performing another job, or the gain to which he intentionally gave up.

Art. 324 A C. Employer/III obligations. Salary in case of incapacity to work/2. In case of incapacity of the worker/a. Principle

2. In case of incapacity of the worker

A. Principle

1 If the worker is prevented from working without fault on his part for reasons that are inherent to his person, such as sickness, accident, legal obligation or public service, the employer pays him the salary for a time Limited, including equitable compensation for lost wages, to the extent that the work reports have lasted more than three months or have been concluded for more than three months.

2 Subject to longer time limits fixed by agreement, contract-type of work or collective agreement, the employer pays for the first year of service the three-week salary and, second, the salary for a longer period Equitably, taking into account the length of the working relationship and the particular circumstances.

3 In the case of a worker's pregnancy, the employer is required to pay the salary to the same extent. 1

4 A written agreement, a contract-type of work or a collective agreement may derogate from these provisions, provided that the worker is granted at least equivalent benefits.


1 New content according to the c. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).

Art. 324 B C. Employer/III obligations. Salary in case of incapacity to work/2. In case of incapacity of the worker/b. Exceptions

B. Exceptions

1 If the worker is compulsorily insured, by virtue of a legal provision, against the economic consequences of a hindrance to work that does not come from his fault but is due to reasons inherent to his person, the employer shall not Not the salary where the limited time insurance benefits cover four-fifths at least the salary for that period.

2 If the insurance benefits are lower, the employer has to pay the difference between them and four-fifths of the salary.

3 If insurance benefits are paid only after a waiting period, the employer must pay at least four fifths of the salary for that period. 1


1 Introduced by ch. 12 of the Annex to the PMQ of 20 March 1981 on accident insurance, in force since 1 Er Jan 1984 (RO) 1982 1676 1724 art. 1 para. 1; FF 1976 III 143).

Article 325 1 C. Employer/IV obligations. Assignment and pledging of claims

IV. Assignment and pledging of claims

1 The worker may not assign or pledge his future salary in order to guarantee a maintenance obligation arising out of family law only to the extent that it is garnishable; at the request of an interested party, the Office for the Prosecution of the Worker sets the minimum exempt status, in accordance with s. 93 of the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy 2 .

2 The assignment and the pledging of future wages as collateral for other obligations shall be null and void.


1 New content according to the c. I of the 14 Dec LF. 1990, in force since 1 Er Jul. 1991 (RO 1991 974; FF 1989 III 1189, 1990 I 108).
2 RS 281.1

Art. 326 C. Employer's obligations/V. Work on parts or task/1. Provision of work

V. Work with Parts or Task

1. Provision of work

1 Where, under the contract, the worker works exclusively for the parts or the task for a single employer, the employer must provide him with work in sufficient quantity.

2 The employer may entrust the worker with work paid in time when the conditions of the operation require him temporarily or that he is, without fault of his part, unable to provide the work to the parts or to the task provided for by the The contract.

3 If the wages paid in time are not fixed in an agreement, contract-type of work or collective agreement, the employer must pay the worker the equivalent of the average wage to the parts or task that he earned so far.

4 An employer who is unable to provide sufficient work to work or work or work paid on time, shall, in accordance with the provisions on the home, pay the salary that he or she is expected to pay for work paid to the employer. Time.

Art. 326 A C. Employer's obligations/V. Work on parts or task/2. Salary

2. Salary

1 Where, under the contract, the worker works on the parts or the task, the employer must indicate the rate of pay before the start of each work.

2 If the employer fails to provide these indications, the employer pays the salary at the rate set for the same or similar work.

Article 327 C. Employer/VI obligations. Work instruments, materials and fees/1. Work instruments and materials

VI. Work instruments, materials and costs

1. Work instruments and materials

1 Unless otherwise agreed or used, the employer shall provide the worker with the necessary work instruments and materials.

2 If, in agreement with the employer, the worker provides work instruments or materials, he or she is adequately compensated, unless otherwise agreed or used.

Article 327 A C. Employer/VI obligations. Work instruments, materials and fees/2. Fees/a. In general

2. Fees

A. In general

1 The employer shall reimburse the worker for all costs imposed by the performance of the work and, when the worker is occupied outside his or her place of work, the expenses necessary for his maintenance.

2 A written agreement, a contract-type of work or a collective agreement may provide that the costs incurred by the worker will be reimbursed to him in the form of a fixed allowance, such as a daily allowance or a weekly allowance, or Lump sum monthly, provided that it covers all the necessary costs.

3 Agreements under which the worker himself bears all or part of his or her necessary costs shall be void.

Article 327 B C. Employer/VI obligations. Work instruments, materials and charges/2. Fees/b. Motor vehicle

B. Motor vehicle

1 If, in agreement with the employer, the worker uses his or her own motor vehicle or a motor vehicle made available by the employer for his or her work, the worker is entitled to reimbursement for routine use and maintenance expenses, to the extent that the Vehicle is used to perform the work.

2 If the employee supplies the vehicle with an agreement with the employer, the worker is also entitled to the payment of taxes on the vehicle and insurance premiums against civil liability, as well as to an equitable wear and tear, to the extent that The vehicle is used to perform the work.

3 ... 1


1 Repealed by c. 12 of the Annex to the PMQ of 20 March 1981 on accident insurance, with effect from 1 Er Jan 1984 (RO) 1982 1676; FF 1976 III 143).

Article 327 C C. Employer/VI obligations. Work instruments, materials and fees/2. Costs/c. Due

C. Deadline

1 The reimbursement of costs shall take place at the same time as the payment of the salary on the basis of the count established by the worker, unless a shorter time limit is agreed or customary.

2 Where the performance of its contractual obligations regularly imposes costs on the worker, the employer shall make a reasonable advance for the costs to be covered, at specified intervals and in any case each month.

Art. 328 C. Employer/VII obligations. Protection of the worker's personality/1. In general

VII. Protection of the worker's personality

1. In general

1 The employer shall protect and respect, in the work reports, the worker's personality; he shall demonstrate the necessary aspects for his or her health and shall ensure the maintenance of morality. In particular, it ensures that workers are not sexually harassed and that they are not disadvantaged as a result of such acts. 1

2 It takes, in order to protect the life, health and personal integrity of the worker, the measures ordered by the experience, applicable in the state of the art, and adapted to the conditions of the operation or the household, to the extent that the reports Of work and the nature of the work permit fairly to be required of him. 2


1 Phrase introduced by ch. 3 of the Annex to the PMQ of 24 March 1995 on equality, in force since 1 Er Jul. 1996 (RO 1996 1498; FF 1993 I 1163).
2 New content according to the c. 3 of the Annex to the PMQ of 24 March 1995 on equality, in force since 1 Er Jul. 1996 (RO 1996 1498; FF 1993 I 1163).

Art. 328 A C. Employer/VII obligations. Protection of the worker's personality/2. Domestic Community

2. Domestic Community

1 When the worker lives in the employer's household, the employer provides adequate food and adequate housing.

2 The employer allows the worker to be prevented from working without his or her fault due to illness or accident, medical care and assistance for a limited period of time, or for three weeks during the first year of service and, thereafter, A longer period, which is fairly fixed on the basis of the length of the working relationship and the particular circumstances.

3 In the case of pregnancy and childbirth, the employer has the same obligations.

Art. 328 B 1 C. Employer/VII obligations. Protection of the worker's personality/3. When processing personal data

3. When processing personal data

The employer may only deal with data concerning the worker to the extent that such data relate to the worker's ability to perform his or her employment or are necessary for the performance of the employment contract. In addition, the provisions of the Federal Act of 19 June 1992 on data protection 2 Are applicable.


1 Introduced by ch. 2 of the Annex to the PMQ of 19 June 1992 on data protection, in force since 1 Er Jul. 1993 (RO 1993 1945; FF 1988 II 421).
2 RS 235.1

Art. 329 C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/1. Leave

VIII. Weekly leave, holiday and leave for youth activities and maternity leave

1. Leave 1

1 The employer gives the worker one day off per week, usually on Sunday or, if circumstances do not permit, a full working day.

2 It may exceptionally group the days off to which the worker can claim or give two half days instead of a full day, if special conditions warrant and the worker consents.

3 It provides the worker with the usual leave hours and days and, once the contract is terminated, the time it takes to look for another job.

4 The parties shall take fair account of the interests of the employer and the worker in determining the hours and days of leave.


1 New content according to the c. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).

Art. 329 A C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/2. Vacation/a. Duration

2. Vacation

A. Duration

1 The employer gives the worker, each year of service, four weeks of vacation at least and five weeks at least to the workers until the age of 20. 1

2 ... 2

3 Vacation shall be fixed in proportion to the duration of the working reports when the year of service is not complete.


1 New content according to the c. I of the LF of Dec 16. 1983, in force since 1 Er Jul. 1984 (RO 1984 580; FF 1982 III 177).
2 Repealed by c. I of the LF of Dec 16. 1983, with effect from 1 Er Jul. 1984 (RO 1984 580; FF 1982 III 177).

Art. 329 B C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/2. Vacation/b. Reduction

B. Reduction

1 Where, in a year of service, the worker is, by his or her own fault, prevented from working for more than one month in total, the employer may reduce the duration of his vacation by one-twelfth per complete month of absence. 1

2 If the duration of the prevention is not more than one month in a year of service, and if it is caused, without fault of its part, by causes inherent in the person of the worker, such as sickness, accident, The employer does not have the right to reduce the length of the holiday, a legal obligation, an exercise of a public service or a youth discharge. 2

3 Nor can the employer reduce the vacation of a worker if, by reason of a pregnancy, she is prevented from working for at most two months, or if she has been granted maternity benefits within the meaning of the Act of 25 September 1952 On benefits for loss of gain (LAPG) 3 . 4

4 A contract-type of work or collective agreement may derogate from paras. 2 and 3, provided that, on the whole, there is at least equivalent regulation for workers. 5


1 New content according to Art. 117 of the June 25, 1982 PMQ on Unemployment Insurance, in effect since 1 Er Jan 1984 (RO) 1982 2184, 1983 1204; FF 1980 III 485).
2 New content according to Art. 13 of the 6 Oct LF. 1989 on youth activities, in force since 1 Er Jan 1991 (RO) 1990 2007; FF 1988 I 777).
3 RS 834.1
4 New content according to the c. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).
5 Introduced by ch. I of the LF of Dec 16. 1983, in force since 1 Er Jul. 1984 (RO 1984 580; FF 1982 III 177).

Art. 329 C C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/2. Vacation/c. Continuity and Date

C. Continuity and Date

1 As a general rule, vacation is granted during the corresponding service year and includes at least two consecutive weeks. 1

2 The employer shall fix the date of the holiday, taking into account the wishes of the worker to the extent compatible with the interests of the undertaking or household.


1 New content according to the c. I of the LF of Dec 16. 1983, in force since 1 Er Jul. 1984 (RO 1984 580; FF 1982 III 177).

Art. 329 D C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/2. Vacation/d. Salary

D. Salary

1 The employer pays the worker the total vacation pay and a fair compensation for wages in kind.

2 As long as the working relationship lasts, the vacation cannot be replaced with cash benefits or other benefits.

3 If, during the holiday period, the worker performs paid work for a third party in contempt of the legitimate interests of the employer, the employer may refuse the employer's vacation pay or claim the reimbursement if he has already paid it.

Art. 329 E 1 C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/3. Leave for extra-curricaged youth activities

3. Leave for extra-curricaged youth activities

1 Each year of service, the employer gives the worker up to the age of 30 years of employment with a youth dismissal representing at most and in a whole week's work, when the latter volunteer for extra-curricaged youth activities On behalf of an organisation of the cultural or social domain, in the exercise of managerial, supervisory or advisory functions, or that it follows the training and refresher courses necessary to carry out these activities.

2 The worker is not entitled to a salary during youth employment. An agreement, a contract-type of work or a collective agreement may derogate from this rule for the benefit of the worker.

3 The employer and the worker agree on the dates and duration of the youth discharge, taking into account the interests of each person. If they cannot agree, the discharge will be granted on the condition that the worker has announced to the employer his intention to assert his right two months before the start of the leave. The days of the worker's dismissal that the worker did not take at the end of the calendar year cannot be carried over to the following year.

4 At the request of the employer, the worker will provide evidence of the duties and functions assigned to him in the context of out-of-school youth activities.


1 Introduced by Art. 13 of the 6 Oct LF. 1989 on youth activities, in force since 1 Er Jan 1991 (RO) 1990 2007; FF 1988 I 777).

Art. 329 F 1 C. Employer/VIII obligations. Weekly leave, holiday and leave for youth activities and maternity leave/4. Maternity Leave

4. Maternity Leave

In the case of maternity, the worker is entitled, after delivery, to a leave of at least 14 weeks.


1 Introduced by ch. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).

S. 330 C. Employer/IX obligations. Other Obligations/1. Security

IX. Other obligations

1. Safety

1 The employer must take the safety of the worker out of its heritage to ensure the fulfilment of its obligations; it shall provide it with a guarantee for its conservation.

2 The employer shall surrender the security at the latest at the end of the contract unless the date of the return is deferred by a written agreement.

3 If the employer claims contested claims arising out of the contract of employment, the employer may retain the security right up to the known right; at the worker's request, the employer must record the amount withheld.

4 In the bankruptcy of the employer, the worker may claim the security that the employer held out of his or her heritage, subject to the employer's claims arising out of the contract of employment.

S. 330 A C. Employer/IX obligations. Other Obligations/2. Certificate

2. Certificate

1 The worker may apply at any time to the employer for a certificate concerning the nature and duration of the work reports, as well as on the quality of his work and his conduct.

2 At the express request of the worker, the certificate relates only to the nature and duration of the working reports.

S. 330 B 1 C. Employer/IX obligations. Other Obligations/3. Obligation to inform

3. Obligation to inform

1 Where the work report has been agreed for an indefinite period of time or for more than one month, the employer must inform the worker in writing, not later than one month after the start of the work report, on the following points:

A.
The names of the parties;
B.
The start date of the work report;
C.
The worker's function;
D.
Salary and possible wage supplements;
E.
The weekly working time.

2 Where elements that are the subject of mandatory written information within the meaning of para. 1 shall be amended during the working report, the amendments shall be communicated in writing to the worker, not later than one month after they have taken effect.


1 Introduced by Art. 2 hp. 2 of the AF of 17 Dec. 2004 approving and implementing the prot. On the extension of the Agreement between the Swiss Confederation, on the one hand, and the EC and its Member States, of the other part, on the free movement of persons to the new Member States of the EC and approving the revision of measures Support for the free movement of persons, in force since 1 Er April 2006 ( RO 2006 979 ; FF 2004 5523 6187).

Art. 331 D. Pre-travel to staff/I. Employer's obligations

D. Pre-travel to staff

I. Employer obligations

1 If the employer provides benefits for the purpose of foresight, or if the workers make contributions for that purpose, the employer must transfer these benefits and contributions to a foundation, a cooperative corporation or an institution Public law.

2 Where the employer's benefits and the worker's potential contributions are used to insure the worker against sickness, accident, life, disability or death with an insurance company subject to If the worker has a direct claim against the insurer at the time of the insured risk, the employer is not bound by the transfer obligation under the preceding paragraph.

3 Where the worker is responsible for making contributions to a provident institution, the employer shall pay at the same time a contribution at least equal to the sum of the contributions of all workers; it shall finance its contribution by Its own resources or by means of reserves of contributions from the institution of foresight; these reserves must have been accumulated previously for that purpose by the employer and must be accounted for separately. The employer must transfer to the benefit institution the amount of the contribution deducted from the worker's salary at the same time as his or her own contribution, no later than the end of the first month following the calendar year or the year of insurance for Which contributions are due. 1

4 The employer shall provide the worker with the necessary information about his or her rights to an institution of professional foresight or to staff or to an insurer. 2

5 Employer delivers to Central du 2 E A pillar, at the request of the latter, of the information available to it and which could make it possible to find the right holders of forgotten assets or the institutions that manage them. 3


1 New content according to the c. 2 of the annex to the PMQ of 3 Oct. 2003 (1 Re Revision LPP), in force since 1 Er Jan 2005 ( RO 2004 1677 ; FF 2000 2495 ).
2 New content according to the c. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).
3 Introduced by ch. II 2 of the LF of 18 Dec. 1998, in force since 1 Er May 1999 ( RO 1999 1384 ; FF 1998 4873 ).

Art. 331 A 1 D. Pre-travel to staff/II. Start and end of foresight

II. Start and end of foresight

1 The foresight begins on the day on which the employment report begins; it ends on the day on which the worker leaves the institution of foresight.

2 However, the worker benefits from foresight protection against the risk of death or disability until the conclusion of a new foresight report, but to the maximum for one month.

3 The provident institution may require the insured person to contribute risk assessments for the foresight maintained after the completion of the foresight report.


1 New content according to the c. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).

Art. 331 B 1 D. Pre-travel to staff/III. Assignment and pledging

III. Assignment and pledging

The claim for future pension benefits may not be validly transferred or pledged before it is due.


1 New content according to the c. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).

Art. 331 C 1 D. Pre-travel to staff/IV. Reserves for health reasons

IV. Reserves for health reasons

Pre-need institutions may make reservations for health reasons in relation to the risks of disability and death. The duration of such reservations shall be no more than five years.


1 New content according to the c. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).

Art. 331 D 1 D. Prevoyance in favour of staff/V. Encouragement of housing ownership/1. Pager

Encouragement of housing ownership

1. Pager

1 The worker may, no later than three years before the birth of the right to old-age benefits, pledge the right to the benefits of foresight or an amount to the extent of his or her provision of free passage for the ownership of a dwelling For its own needs.

2 The pledge is also allowed to acquire shares of a building and housing cooperative or to engage in similar forms of participation if the worker personally uses the co-financed housing in this way.

3 In order for the pledge to be valid, the foresight institution must be notified in writing.

4 Workers over 50 years of age may pledge as much as possible the free passage to which they were entitled at the age of 50 or half of the provision of free passage at the time of the pledge.

5 When the worker is married, a pledge is permitted only if the spouse gives his or her written consent. If it is not possible to collect this consent or if it is refused, the worker may appeal to the court. This provision applies to registered partners. 2

6 If the pledge is made before the occurrence of a pre-need or before payment in cash, the art. 30 D To 30 F And 83 A Federal Act of 25 June 1982 on occupational pensions, survivors and invalidity 3 Are applicable.

7 The Federal Council determines:

A.
The purposes for which the pledge is authorized, as well as the concept of "ownership of housing for its own purposes";
B.
The conditions to be met for the pledging of the units of a construction and housing cooperative or similar forms of participation.

1 Introduced by ch. II of the LF of 17 Dec. 1993 on the promotion of ownership of housing by means of professional foresight, in force since 1 Er Jan 1995 (RO) 1994 2372; FF 1992 VI 229).
2 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).
3 RS 831.40

Art. 331 E 1 D. Prevoyance in favour of staff/V. Encouragement of housing ownership/2. Early payment

2. Early Payment

1 The worker may, no later than three years before the birth of the entitlement to old-age benefits, claim the right to the payment of an amount for the property of a dwelling for his or her own needs.

2 Up to the age of 50, workers may obtain an amount up to the amount of their free passage. Workers older than 50 years of age may obtain as much as 50 years of age or half of the free-crossing benefit to which they are entitled at the time of payment.

3 The worker may also claim the right to the payment of this amount to acquire shares of a construction and housing cooperative or to engage in similar forms of participation if he personally uses the dwelling Co-financed in this way.

4 The payment simultaneously reduces the pension benefits calculated on the basis of the pre-need regulations and the technical bases of the respective provident institutions. In order to prevent the provision of foresight from being restricted by the reduction of benefits in the event of death or disability, the provident institution itself provides supplementary insurance or acts as an intermediary for the conclusion Of such insurance.

5 When the worker is married, the payment is authorized only if the spouse gives his or her written consent. If it is not possible to collect this consent or if it is refused, the worker may appeal to the court. This provision applies to registered partners. 2

6 When the spouses divorce before the occurrence of a pre-need case, the advance payment is considered to be a free passage; it is shared in accordance with art. 122 and 123 of the Civil Code 3 , art. 280 CPC 4 And art. 22 of the Act of 17 December 1993 on free passage 5 This provision is applicable in the event of a judicial dissolution of the registered partnership. 6

7 If the advance payment or the pledge calls into question the liquidity of the institution of foresight, the institution may postpone the execution of the requests relating thereto. The foresight institution shall set out in its Rules of Procedure a priority order for the postponement of such advance payments or pledges. The Federal Council regulates the modalities.

8 Also applicable are s. 30 D To 30 F And 83 A Federal Act of 25 June 1982 on occupational pensions, survivors and invalidity 7 .


1 Introduced by ch. II of the LF of 17 Dec. 1993 on the promotion of ownership of housing by means of professional foresight, in force since 1 Er Jan 1995 (RO) 1994 2372; FF 1992 VI 229).
2 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).
3 RS 210
4 RS 272
5 RS 831.42
6 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
7 RS 831.40 . Currently " art. 30 D, 30 E, 30 G And 83 A ".

Art. 331 F 1 D. Prevoyance in favour of staff/V. Encouragement of housing ownership/3. Limitations on the discovery of the foresight institution

3. Limitations on the discovery of the foresight institution

1 The institution of foresight may provide in its Rules of Procedure that the pledging, early payment and repayment may be limited in time, reduced or refused as long as the institution is in the open situation.

2 The Federal Council shall determine the conditions under which the limitations within the meaning of para. 1 is allowed and determines its extent.


1 Introduced by ch. 2 of the Annex to the LF of 18 June 2004, in force since 1 Er Jan 2005 ( RO 2004 4635 ; FF 2003 5835 ).

S. 332 1 D. Pre-voyance in favour of staff/E. Law on inventions and designs

E. The Right to Inventions and Designs

1 The inventions which the worker has made and the designs which he has created, or to which he has taken part, in the course of his business in the service of the employer and in accordance with his contractual obligations, belong to the employer, They may or may not be protected.

2 By written agreement, the employer may reserve a right to the inventions which the worker has made and the designs which he has created in the course of his or her activity in the service of the employer, but outside the fulfilment of his obligations Contract.

3 A worker who has made an invention or created a design referred to in para. 2 shall inform the employer in writing; the employer shall inform him in writing within six months if he intends to acquire or leave the invention or the design.

4 If the invention or design is not left to the worker, the employer shall pay it a fair remuneration, taking into account all the circumstances, in particular the economic value of the invention or design, of the collaboration of The employer and its auxiliaries, the use made of its facilities, and the expenses of the worker and his or her situation in the business.


1 New content according to the c. II 1 of the Annex to the PMQ of 5 Oct. 2001 on designs, in force since 1 Er Jul. 2002 ( RO 2002 1456 ; FF 2000 2587 ).

S. 332 A 1

1 Repealed by c. II 1 of the Annex to the PMQ of 5 Oct. 2001 on designs, with effect from 1 Er Jul. 2002 ( RO 2002 1456 ; FF 2000 2587 ).

Art. 333 D. Pre-travel to staff/F. Transfer of work reports/1. Effects

F. Transfer of work reports

1. Effects 1

1 If the employer transfers the business or part thereof to a third party, the work reports pass to the purchaser with all the rights and obligations arising from the transfer, on the day of the transfer, unless the worker objects to it. 2

1bis If the transferred work reports are governed by a collective agreement, the acquirer is required to respect it for one year, provided that it does not end as a result of the expiry of the agreed duration or denunciation. 3

2 In the case of opposition, the working reports end at the end of the statutory holiday period; until then, the acquirer and the worker are required to execute the contract.

3 The former employer and the purchaser are jointly and severally liable for the claims of the worker who have matured before the transfer until such time as the work reports could normally be terminated or terminated as a result of the worker's opposition.

4 In addition, the employer may not transfer the rights resulting from the work reports to a third party, unless the contrary has been agreed or is the result of the circumstances.


1 New content according to the c. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).
2 New content according to the c. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).
3 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

Art. 333 A 1 D. Prevoyance in favour of staff/F. Transfer of work reports/2. Consultation of the representation of workers

2. Consultation on the representation of workers

1 If the employer transfers the business or part thereof to a third party, the employer is required to inform the representation of the workers or, failing that, the workers in good time before the transfer of the undertaking on:

A.
The reason for the transfer;
B.
The legal, economic and social consequences of the transfer for workers.

2 If measures concerning workers are envisaged as a result of the transfer of the undertaking, consultation of the representation of workers or, failing that, workers must take place in good time before these measures are decided.


1 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

Art. 333 B 1 D. Pre-travel to staff/F. Transfer of work reports/3. Transfer of business due to insolvency

3. Transfer of business due to insolvency

Where the undertaking or part thereof is transferred to a third party during a stay in agreement in the course of a bankruptcy or in the case of a concordat by way of abandonment of assets, the working reports shall pass to the purchaser with all the rights and The obligations arising therefrom, provided that the transfer has been agreed with the acquirer and that the worker does not object to it. For the rest, art. 333, except para. 3, and 333 A Are applicable by analogy.


1 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

S. 334 1 G. End of work reports/I. Term contract

G. End of Work Reports

I. Term contract

1 The fixed-term contract terminates without the need to grant leave.

2 If, after the expiry of the agreed period, the fixed-term contract is tacitly renewed, it shall be deemed to be an indefinite contract.

3 The contract concluded for more than ten years may be terminated after ten years by each of the parties for the end of a month, subject to a period of six months' leave.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 335 1 G. End of Work Reports/II. Indeterminate contract/1. Leave in general

II. Indeterminate contract

1. Leave in general

1 The indefinite contract may be terminated by each party.

2 The party giving the leave must give reasons for the decision in writing if the other party so requests.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 335 A 1 G. End of Work Reports/II. Indeterminate contract/2. Periods of leave/a. In general

2. Time Limits for Leave

A. In general

1 The time limits for leave must be the same for both parties; if an agreement provides for different time limits, the longest period shall apply to both parties.

2 Where the employer has indicated an intention to terminate the employment contract or has terminated the employment contract on economic grounds, shorter periods of leave may be provided for the worker, however, by agreement, contract-type Work or collective agreement.


1 Introduced by ch. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 335 B 1 G. End of Work Reports/II. Indeterminate contract/2. Periods of leave/b. During Test Time

B. During test time

1 During the trial period, each party may terminate the employment contract at any time with a period of leave of seven days; shall be considered as trial time for the first month of work.

2 Different provisions may be provided for by written agreement, contract-type of work or collective agreement; however, the test time may not exceed three months.

3 Where, during the trial period, the work is interrupted as a result of illness, accident or fulfilment of a legal obligation on the worker without the worker being asked to assume it, the test time shall be extended accordingly.


1 Introduced by ch. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 335 C 1 G. End of Work Reports/II. Indeterminate contract/2. Periods of leave/c. After trial time

C. After the test time

1 The contract may be terminated for the end of one month for a period of one month leave during the first year of service, two months from the second to the ninth year of service, three months at a later date.

2 These time limits may be amended by written agreement, contract-type of work or collective agreement; however, periods of less than one month may be fixed only by collective agreement and for the first year of service.


1 Introduced by ch. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 335 D 1 G. End of Work Reports/II Bis . Collective Termination/1. Definition

II Bis . Group Licencing

1. Definition

Collective redundancies mean leave given in a business by the employer within 30 days for reasons not inherent to the person of the worker and whose number is at least:

1.
10 in institutions usually employing more than 20 and less than 100 workers;
2.
10 % of the number of workers in establishments normally employing at least 100 and fewer than 300 workers;
3.
Equal to 30 in establishments normally employing at least 300 workers.

1 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

Art. 335 E 1 G. End of Work Reports/II Bis . Group licence/2. Scope of application

2. Scope

1 The provisions relating to collective redundancies shall also apply to fixed-term contracts, where the working relationship ends before the expiry of the agreed duration.

2 They shall not apply in the event of the termination of the business carried out on the order of the judge or in the case of collective redundancies as a result of bankruptcy or in the case of agreement by the abandonment of assets. 2


1 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).
2 New content according to the annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

Art. 335 F 1 G. End of Work Reports/II Bis . Collective Termination/3. Consultation on the representation of workers

3. Consultation on representation of workers

1 Employers who intend to make collective redundancies must consult the representation of workers or, failing that, workers.

2 It gives them at least the possibility of formulating proposals on how to avoid or limit the number of leave, as well as to mitigate its consequences.

3 It is required to provide the workers' representation or, failing that, to the workers all relevant information for that purpose and to communicate them in any case in writing:

A.
The grounds for collective redundancies;
B.
The number of workers to whom the leave is to be served;
C.
The number of workers usually employed;
D.
The period during which leave is considered to be given.

4 It shall transmit to the cantonal labour office a copy of the communication provided for in para. 3.


1 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

Art. 335 G 1 G. End of Work Reports/II Bis . Collective Termination/4. Procedure

4. Procedure

1 The employer is required to notify the cantonal labour office in writing of any project for collective redundancies and to pass on the workers' representation or, failing that, to the workers a copy of that notification.

2 The notification must contain the results of consultation of the representation of workers (Art. 335 F ) As well as all relevant information concerning the proposed collective redundancies.

3 The cantonal labour office is trying to find solutions to the problems posed by the proposed collective redundancies. Representation of workers or, failing that, workers may submit comments.

4 If the contract of employment is terminated in the context of collective redundancies, the working reports shall end 30 days after the notification of the project for collective redundancies at the cantonal labour office, unless, according to the provisions Contractual or legal, the leave does not take effect at a later date.


1 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

Art. 335 H 1 G. End of Work Reports/II Bis . Collective Termination/5. Social plan/a. Definition and principles

5. Social Plan

A. Definition and principles

1 The social plan is a convention whereby the employer and the workers decide how to avoid redundancies, limit the number of redundancies or mitigate their consequences.

2 It must not endanger the existence of the undertaking.


1 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

Art. 335 I 1 G. End of Work Reports/II Bis . Collective Termination/5. Social plan/b. Obligation to negotiate

B. Obligation to negotiate

1 The employer is required to negotiate with workers to establish a social plan when it meets the following criteria:

A.
It usually employs at least 250 workers;
B.
It intends to terminate the contract of at least 30 workers within 30 days for reasons of management which are not inherent to their individual.

2 Dismissals which are spread over time but dictated by the same grounds are added together.

3 The employer negotiates:

A.
With workers' associations bound by a collective labour agreement if it is a party to the collective agreement;
B.
With representation of workers;
C.
Directly with workers, in the absence of workers' representation.

4 Workers'associations, workers' representatives or workers may be assisted by experts in the negotiations. The experts are obliged to keep the secret to the people outside the company.


1 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

Art. 335 J 1 G. End of Work Reports/II Bis . Collective Termination/5. Social plan/c. Social plan established by arbitral award

C. Social plan established by arbitral award

1 If the parties fail to agree on a social plan, an arbitral tribunal must be seized.

2 The arbitral tribunal shall adopt a compulsory social plan.


1 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

Art. 335 K 1 G. End of Work Reports/II Bis . Collective Termination/5. Social plan/d. Dismissal in a bankruptcy or concordat procedure

D. Dismissal during a bankruptcy or concordat procedure

Social plan provisions (art. 335 H At 335 J ) Do not apply in the case of collective redundancies made during a bankruptcy proceeding or in a concord procedure which results in the conclusion of a concordat.


1 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

S. 336 1 G. End of Work Reports/III. Leave Protection/1. Misuse/a. Principle

III. Leave Protection

1. Abuse

A. Principle

1 The leave is abusive when it is given by a party:

A.
For a reason inherent in the personality of the other party, unless that reason relates to the work report or relates to a critical point of serious injury to the work in the enterprise;
B.
By reason of the exercise by the other party of a constitutional right, unless the exercise of that right infringes an obligation arising out of the contract of employment or relates to an essential point a serious injury to the work in the undertaking;
C.
Only in order to prevent the birth of legal claims from the other party resulting from the employment contract;
D.
Because the other party claims in good faith the claims resulting from the contract of employment;
E. 2
Because the other party carries out a compulsory, military or civil protection service, or a civil service, under federal law, or because it carries out a legal obligation incumbent upon it without the request of Assume it.

2 Also undue is the leave provided by the employer:

A.
By reason of the worker's belonging or non-belonging to an organisation of workers or because of the exercise in accordance with the right of trade union activity;
B.
While the worker, the elected representative of the workers, is a member of a company commission or an institution related to the undertaking and the employer cannot prove that he had a reason for termination.
C. 3
Without respecting the consultation procedure laid down for collective redundancies (Art. 335 F ).

3 In the cases provided for in para. 2, let. B, the protection of the representative of the workers whose term of office has ceased due to the transfer of the working reports (Art. 333) is maintained until such time as the warrant has expired if the transfer had not taken place. 4


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).
2 New content according to the c. 3 of the annex to the LF of 6 Oct. 1995 on civil service, in force since 1 Er Oct. 1996 (RO 1996 1445; FF 1994 III 1597).
3 Introduced by c. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).
4 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

S. 336 A 1 G. End of Work Reports/III. Leave Protection/1. Misuse/b. Sanction

B. Sanction

1 The party who improperly terminates the contract shall pay the other compensation.

2 The compensation shall be fixed by the judge, taking into account all the circumstances; however, it shall not exceed the amount equal to six months' wages of the worker. Damages which may be due to another title are reserved.

3 In the case of leave of absence within the meaning of s. 336, para. 2, let. C, the allowance can be up to the maximum of two months' pay for the worker. 2


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).
2 Introduced by ch. I of the LQ of 17 Dec. 1993, in force since 1 Er May 1994 (RO 1994 804; FF 1993 I 757).

S. 336 B 1 G. End of Work Reports/III. Leave Protection/1. Misuse/c. Procedure

C. Procedure

1 The party seeking compensation based on s. 336 and 336 A Leave the leave in writing to the other party no later than the end of the leave period.

2 If the opposition is valid and the parties do not agree to maintain the work report, the party who received the leave may claim compensation. It must take legal action within 180 days of the end of the contract, or before it expires.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

S. 336 C 1 G. End of Work Reports/III. Protection against leave/2. Termination in time/a. By the Employer

2. Inappropriate Termination

A. By the Employer

1 After the test time, the employer may not terminate the contract:

A. 2
While the worker performs a compulsory, military or civil protection service, or a civilian service, under federal law, or during the four weeks preceding and following that service provided that he or she Lasted more than eleven 3 Days;
B.
During a total or partial incapacity for work resulting from a sickness or accident not attributable to the worker's fault, and for 30 days in the first year of service, for 90 days from the second to the fifth year Service and for 180 days from the sixth year of service;
C.
During pregnancy and within sixteen weeks of the birth;
D.
While the worker participates, with the agreement of the employer, in a foreign aid service ordered by the federal authority.

2 Leave given during one of the periods provided for in the preceding paragraph shall be invalid; if the leave has been given before one of those periods and the period of leave has not expired before that period 4 , this period is suspended and continues to run until after the end of the period.

3 Where work reports are to be terminated, such as the end of a month or work week, and this term does not coincide with the end of the period of leave that has recommenced, this period shall be extended to the next term.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).
2 New content according to the c. 3 of the annex to the LF of 6 Oct. 1995 on civil service, in force since 1 Er Oct. 1996 (RO 1996 1445; FF 1994 III 1597).
3 Rectified by the drafting committee of the Ass. Fed. (art. 33 LREC; 1974 1051).
4 Rectified by the Drafting Committee on 10 Nov 1988.

S. 336 D 1 G. End of Work Reports/III. Protection against leave/2. Termination in time inopportune/b. By the worker

B. By the worker

1 After the trial period, the worker may not terminate the contract if a superior of whom he is able to perform the duties or the employer himself is prevented for the reasons set out in Art. 336 C , para. 1, let. A , and it is the responsibility of the worker to ensure replacement.

2 Art. 336 C , para. 2 and 3 shall apply mutatis mutandis.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

S. 337 G. End of Work Reports/IV. Immediate Termination/1. Conditions/a. Justites

IV. Immediate Termination

1. Conditions

A. Justites Reasons

1 The employer and the worker may immediately terminate the contract at any time for just cause; the party that immediately terminates the contract must give reasons for its decision in writing if the other party so requests. 1

2 In particular, all circumstances which, according to the rules of good faith, do not permit the person who gave the leave to continue the work reports are considered to be fair grounds.

3 The judge appreciates freely whether there are any correct grounds, but in no case can he consider the fact that the worker was without his fault prevented from working.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

S. 337 A G. End of Work Reports/IV. Immediate Termination/1. Conditions/b. Employer's Insolvency

B. Employer's insolvency

In the event of the insolvency of the employer, the worker may terminate the contract immediately, if security rights are not provided to him within a reasonable period of time to guarantee his contractual claims.

S. 337 B G. End of Work Reports/IV. Immediate Termination/2. Consequences/a. Parentage Bright

2. Consequences

A. Termination justified

1 If the fair grounds for the immediate termination of the contract are its non-compliance by one of the parties, the parties must make full reparation for the damage caused, taking into account all the claims arising from the work reports.

2 In other cases, the judge freely appreciates the pecuniary consequences of immediate termination taking into account all the circumstances.

S. 337 C 1 G. End of Work Reports/IV. Immediate Termination/2. Consequences/b. Undue Termination

B. Unwarranted Termination

1 Where the employer immediately terminates the contract without just cause, the worker is entitled to what he would have earned, if the working reports had ended at the end of the period of leave or in cassation 2 The fixed-term contract.

2 This amount is charged to what the worker has saved as a result of the termination of the employment contract, as well as the income he has earned from another work or the income to which he has intentionally given up.

3 The judge may order the employer to pay the worker an indemnity in respect of which he will freely fix the amount, having regard to all the circumstances, but cannot exceed the amount equal to six months' wages of the worker.


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).
2 Read "cessation".

S. 337 D G. End of Work Reports/IV. Immediate Termination/2. Consequences/c. Non-entry into service or unjustified abandonment of employment

C. Non-entry into service or unjustified abandonment of employment

1 Where the worker does not enter service or abandons his employment abruptly without just cause, the employer is entitled to compensation equal to one-quarter of the monthly wage; he is also entitled to compensation for the additional damage.

2 The judge may reduce the compensation according to his discretion if the employer is not injured or if the damage is less than the compensation provided for in the preceding paragraph.

3 If the right to compensation is not extinguished by compensation, it must, on pain of lapse, be exercised by legal action or prosecution within 30 days of the non-entry into place or the abandonment of employment. 1

4 ... 2


1 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).
2 Repealed by c. I of the PMQ of 18 March 1988, with effect from 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Art. 338 G. End of work reports/V. Death of worker or employer/1. Employee Death

Death of worker or employer

1. Employee Death

1 The contract terminates upon the death of the worker.

2 However, the employer has to pay the salary, from the day of death, for another month and, if the work reports have lasted more than five years, for another two months, if the worker leaves a spouse, registered partner or children Minors or, failing that, other persons in favour of whom it fulfilled an obligation of maintenance. 1


1 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).

Art. 338 A G. Termination of employment reports/V. Death of worker or employer/2. Death of employer

2. Death of Employer

1 Upon the death of the employer, the contract shall pass to the heirs; the provisions relating to the transfer of work reports in the event of the transfer of the undertaking shall apply mutatis mutandis.

2 The contract concluded essentially in respect of the person of the employer shall terminate upon his death; however, the worker may claim a fair compensation for the damage caused by the premature termination of the contract.

Article 339 G. End of Work Reports/VI. Consequences of termination of the contract/1. Eligibility of claims

VI. Consequences of contract termination

1. Eligibility of claims

1 At the end of the contract, all the resulting claims become due.

2 Where the worker is entitled to a provision for cases whose execution takes place entirely or partly after the end of the contract, the liability may be deferred by written agreement, but in general for no more than six months. Not be deferred for more than one year in the case of cases giving rise to successive benefits, or more than two years in the case of insurance or business contracts which extend for more than half a year.

3 The right to an interest in the outcome of the operation is payable in accordance with s. 323, para. 3.

Article 339 A G. End of Work Reports/VI. Consequences of the end of the contract/2.

2. Check-in

1 At the end of the contract, the parties surrender all that they have recovered for the duration of the contract, as well as everything that one of them may have received from third parties on behalf of the other.

2 In particular, the worker shall return motor vehicles and driving licences, as well as advances in wages and expenses to the extent that they exceed his claims.

3 The rights of retention of the parties are reserved.

Article 339 B G. End of Work Reports/VI. Consequences of end of contract/3. Benefit due to lengthy work reports/a. Conditions

3. Benefit Due to Long Working Reports

A. Conditions

1 If the working relationship of a worker who is at least 50 years of age is terminated after twenty years or more, the employer shall pay compensation to the worker on the basis of these long work reports.

2 If the worker dies during the working relationship, the allowance shall be paid to the surviving spouse or registered partner, minor children or, failing that, to the other persons in favour of which the worker fills a Maintenance obligation. 1


1 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 ).

Article 339 C G. End of Work Reports/VI. Consequences of end of contract/3. Benefit due to lengthy work reports/b. Amount and Due

B. Amount and maturity

1 The amount of the allowance may be fixed by written agreement, contract-type of work or collective agreement, but must not be less than the salary for two months.

2 If the amount of the allowance is not determined, the judge shall determine the amount according to his or her discretion, taking into account all the circumstances; however, the award shall not exceed the amount of the salary for eight months.

3 The allowance may be reduced or eliminated if the worker has terminated the contract without just cause or if the employer has terminated the contract with immediate effect for just cause or if the payment of that allowance would expose it to discomfort.

4 The allowance is due at the time the work reports are terminated, but the deadline may be delayed by a written agreement, a contract-type of work, a collective agreement or a judge.

Article 339 D G. End of Work Reports/VI. Consequences of end of contract/3. Benefit due to lengthy working reports/c. Replacement benefits

C. Replacement benefits

1 If the worker receives benefits from a provident institution, they may be deducted from the allowance on the basis of the long working reports to the extent that they have been financed either by the employer or by the employer. The institution of foresight using the employer's contribution. 1

2 The employer is also relieved of the obligation to pay severance pay to the extent that he undertakes to pay the worker's pension benefits in the future or to provide him with a third party.


1 New content according to the c. 2 of the annex to the PMQ of 25 June 1982 on occupational pensions, survivors and invalidity, in force since 1 Er Jan 1985 (RO) 1983 797 827 art. 1 para. 1; FF 1976 I 117).

Art. 340 G. End of Work Reports/VII. Prohibition of competition/1. Conditions

VII. Prohibition of competition

1. Conditions

1 A worker who has the exercise of civil rights may make a written undertaking to the employer to refrain after the end of the contract to compete in any way, in particular to exploit for his own account a business Competing, working or interested in it.

2 The prohibition of competition is only valid if the work reports allow the worker to know of the employer's business or business secrets and whether the use of that information is To cause material injury to the employer.

Art. 340 A G. End of Work Reports/VII. Prohibition of competition/2. Limitations

2. Limitations

1 Prohibition must be suitably limited in respect of place, time and type of business, so as not to compromise the economic future of the worker, contrary to equity; it may not exceed three years only in circumstances Specific.

2 The judge may, according to his discretion, reduce an excessive prohibition, taking into account all the circumstances; he shall have regard, in a fair manner, to a possible counterperformance by the employer.

Art. 340 B G. End of Work Reports/VII. Prohibition of competition/3. Contraventions Consequences

3. Consequences of Contraventions

1 A worker who infrings the prohibition on competition is required to make good the resulting damage to the employer.

2 It may, where the contravention is sanctioned by a conventional penalty and unless otherwise agreed, free itself from the prohibition of competition by paying the prescribed amount; however, it is required to make good the damage that would exceed that amount.

3 The employer may require, if it has expressly reserved the right in writing, in addition to the conventional penalty and any additional damages, the cessation of the violation, where the measure is justified by the importance of the Injured or threatened interests of the employer and the behaviour of the worker.

Art. 340 C G. End of Work Reports/VII. Prohibition of competition/4. End

4. End

1 The prohibition of competition ceases if it is established that the employer has no real interest in maintaining it.

2 Prohibition also ceases if the employer terminates the contract without the worker giving him a justified reason or if the worker terminates the contract for cause attributable to the employer.

Art. 341 H. Impossibility of waiver and limitation

H. Impossibility of waiver and limitation

1 The worker may not renounce, during the term of the contract and during the month following the end of the contract, the claims resulting from mandatory provisions of the law or a collective agreement.

2 The general limitation provisions shall apply to claims arising out of the contract of employment.

Art. 342 I. Reserve in favour of public law; its civil law effects

I. Reserve in favour of public law; its civil law effects

1 Are reserved:

A. 1
The provisions of the Confederation, the cantons and the municipalities concerning the working relationship of public law, except as regards art. 331, para. 5, and 331 A At 331 E ;
B.
The provisions of public law of the Confederation and of the cantons on work and vocational training.

2 If provisions of the Confederation or the cantons on work and vocational training impose on the employer or worker an obligation under public law which may be the subject of an individual contract of employment, the other party May act civilly in order to obtain the fulfilment of that obligation.


1 New content according to the c. II 2 of the LF of 18 Dec. 1998, in force since 1 Er May 1999 ( RO 1999 1384 ; FF 1998 4873 ).

S. 343 1

1 Repealed by c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, with effect from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Chapter II: Individual contracts of special character

A. 4 From the Learning Contract

S. 344 I. Definition and training/1. Definition

Definition and training

1. Definition

Through the apprenticeship contract, the employer undertakes to train the person in training in the course of a specified professional activity, in accordance with the rules of the trade, and the person in training undertakes to work at the employer's service To acquire this training.

S. 344 A I. Definition and training/2. Training and project

2. Training and Project

1 The learning contract is valid only if it has been written down.

2 The contract regulates the nature and duration of vocational training, salary, test time, working hours and holidays.

3 The test time shall not be less than one month or more than three months. If it is not fixed in the contract, it is three months.

4 Prior to the expiry of the test period, the test time may exceptionally be extended for up to six months, between the parties and with the approval of the cantonal authorities.

5 The contract may contain other clauses, such as the provision of work instruments, the contribution to the cost of accommodation and maintenance, the payment of insurance premiums or other benefits of the parties.

6 Agreements that affect the person's free decision in training as to his or her professional activity after apprenticeship are void.

Art. 345 II. Effects/1. Special obligations of the person in training and his or her legal representative

II. Effects

1. Special obligations of the person in training and his or her legal representative

1 The person in training strives to achieve the goal of learning.

2 The legal representative of the person in training supports the employer in his/her job and promotes good agreement between the employer and the person in training.

Art. 345 A II. Effects/2. Special obligations of the employer

2. Employer Special Bonds

1 The employer shall ensure that the person in training is trained under the responsibility of a person skilled in the art with the necessary professional skills and personal suitability.

2 It leaves the person in training, without a salary reduction, the time required to attend the vocational school and the intercompany courses, and to pass the end of learning exam.

3 It gives the person in training, up to the age of 20 years of age, at least five weeks of vacation per year of learning.

4 It shall not occupy the person in training in foreign works at the intended professional activity and work in the rooms or in the task if they are in relation to the exercise of the profession and the training is not compromised.

Article 346 III. End of Contract/1. Early Termination

III. Contract End

1. Early Termination

1 During the trial period, the apprenticeship contract may be terminated at any time for a period of seven days.

2 The apprenticeship contract may be terminated immediately for just cause within the meaning of s. 337, including:

A.
If the person in charge of the training does not have the professional skills or personal qualities necessary to train the person in training;
B.
If the person in training does not have the physical or intellectual abilities essential to his or her training or if his or her health or morals are compromised; the person in training and, where appropriate, his legal representatives, must be heard at the Prerequisite;
C.
If the training cannot be completed or can only be completed under conditions that are essentially different from those that had been planned.
Article 346 A III. Termination of Contract/2. Certificate of Learning

2. Certificate of Learning

1 The employer shall issue a certificate to the person in training, at the end of the apprenticeship, indicating the professional activity learned and the duration of the apprenticeship.

2 At the request of the person in training or his or her legal representative, the certificate shall also cover the skills, work and conduct of the person in training.

B. The Trade-Travellers Commitment Agreement

S. 347 I. Definition and training/1. Definition

Definition and training

1. Definition

1 Under the contract of engagement of commercial travellers, the commercial traveller is obliged, against payment of a salary, to negotiate or conclude, on behalf of a trader, an industrialist or another business leader carried on in the form Business, business of any kind outside the institution.

2 It is not considered to be a commercial traveler a worker who does not primarily engage in a traveller activity or who works only occasionally or regularly for the employer, as well as the traveller who does business for the employer. Own account.

S. 347 A I. Definition and training/2. Training and purpose

2. Training and Purpose

1 The contract must be in writing, including the following:

A.
The duration and termination of the contract;
B.
The powers of the traveller;
C.
Compensation and reimbursement of costs;
D.
The applicable law and the forum where one of the parties is domiciled abroad.

2 In the absence of a written contract, the matters referred to in the preceding paragraph shall be governed by the legal provisions and, in addition, by the usual working conditions.

3 A verbal agreement may relate only to the commencement of services, the terms and conditions of travel, and other clauses that do not contravene legal requirements or written stipulations.

Article 348 II. Obligations and Powers of the Commercial Traveller/1. Special obligations

II. Obligations and Powers of the Commercial Traveller

1. Special obligations

1 The traveller shall visit the customer in the manner prescribed to him, unless there is a justified reason to depart from it; except in writing by the employer, he shall not negotiate or enter into business for his or her own account, or for the purposes of Account of third parties.

2 If the traveller is authorized to enter into business, he shall observe the prices and other conditions prescribed to him and he shall reserve for any derogation the consent of the employer.

3 The traveller reports regularly on his activity, immediately forwards to the employer all the orders he has received and brings to his knowledge all the important facts concerning the circle of his clientele.

Article 348 A II. Obligations and Powers of the Commercial Traveller/2. Ducroire

2. Ducroire

1 Agreements under which the commercial traveler responds to the payment or other way of carrying out the obligations of the customer or bear all or part of the cost of collecting debts shall be null and void.

2 When the traveller is responsible for concluding business with the particular clientele, he may make a written undertaking to reply, in each case, to one quarter or more of the damage resulting from the employer's failure to comply with the obligations of the customer, Provided that a suitable allowance (ducroire) is agreed upon.

3 In the case of insurance contracts, the acquiring traveler may undertake in writing to take at least one half of the cost of recovery of claims if a premium or a portion of the premium has not been paid and requests that it be paid Recovered by legal action or enforced execution.

Article 348 B II. Obligations and Powers of the Commercial Traveller/3. Powers

3. Powers

1 Unless otherwise provided in a written agreement, the commercial traveller has only the power to negotiate

2 If the traveller is authorized to enter into business, his or her powers extend to all legal acts normally carried out by the traveller; however, the traveller may not, without special powers, cash payments from clients, or Provide time for payment.

3 Art. 34 of the Federal Act of 2 April 1908 on the insurance contract 1 Is reserved.


S. 349 III. Employer Special Obligations/1. Activity radius

III. Special obligations of the employer

1. Activity radius

1 Where a specified customer radius or circle is assigned to the commercial traveller, it shall have exclusivity subject to an agreement in writing to the contrary; however, the employer retains the right to personally conclude cases in that department or Circle of customers.

2 The employer may modify the contractual provisions relating to the customer's radius or circle of customers if a justified motive requires it before the termination of the contract; however, in this case, the right of the traveller is reserved. Trade to claim compensation and to terminate the contract for just cause.

S. 349 A III. Special employer obligations/2. Salary/a. In general

2. Salary

A. In general

1 The employer pays the commercial traveller a salary that includes a fixed salary, with or without a provision.

2 A written agreement providing that the salary consists exclusively or principally of a provision is valid only if the provision constitutes adequate remuneration for the services of the commercial traveller.

3 During a trial period of up to two months, the salary may be freely fixed in writing.

S. 349 B III. Special employer obligations/2. Salary/b. Provision

B. Provision

1 Where a specified customer radius or circle is assigned exclusively to a commercial traveller, the traveller shall be entitled to the agreed or customary provision for all matters concluded by him or his employer in his or her department or with its clientele.

2 If a specified customer radius or circle has not been assigned to it exclusively, the commercial traveller is entitled to the allowance only for the business that it has negotiated or entered into.

3 If, at the time of the provision, the value of a case cannot be determined exactly, the provision is first paid on the basis of a minimum assessment made by the employer, the balance being paid at the latest in the execution of The case.

S. 349 C III. Special employer obligations/2. Salary/c. Preventing travel

C. Prevent travel

1 Where the commercial traveller is prevented without his or her travel and the salary must nevertheless be paid under the law or contract, this salary shall be calculated on the basis of the fixed salary and an appropriate compensation for loss of Provision.

2 If the provision is less than one-fifth of the salary, it may be agreed in writing that, in the event that the commercial traveller is prevented from performing his or her activity, no compensation is payable to him as a result of the loss of the allowance.

3 Where the commercial traveller is prevented from travelling and his or her full salary is paid to him or her, he or she may be employed in the establishment, at the request of the employer, of other work which he or she is capable of carrying out Reasonably require of him.

S. 349 D III. Employer Special Obligations/3. Fees

3. Fees

1 If the commercial traveller works at the same time on behalf of several employers without the allocation of costs in writing, each employer reimburses an equal share.

2 Agreements that provide that all or part of the allowance for expenses are included in the fixed salary or the allowance are void.

S. 349 E III. Employer Special Obligations/4. Right of retention

4. Right of retention

1 As a guarantee of the claims payable and, in the event of the insolvency of the employer, unpayable claims arising out of the contract, the commercial traveller may retain the securities and securities, as well as the amounts they recover from customers Under its authority to encashment.

2 The right of retention cannot be exercised on the basis of transport, price, customer lists and other documents.

Art. 350 IV. End of Contract/1. Special termination case

IV. Contract End

1. Termination special case

1 Where the allowance is at least one fifth of the salary and is subject to significant seasonal fluctuations, the commercial traveller who has been engaged since the end of a season may not be dismissed for the following season For the end of the second month after termination of the contract.

2 In the same circumstances, the commercial traveller who has been held until the end of a season may terminate the contract until the beginning of the following season, but only for the end of the second month following termination.

Art. 350 A IV. End of contract/2. Special consequences

2. Special consequences

1 At the end of the working reports, the commercial traveller shall be entitled to the provision on all matters which he or she has entered into or negotiated, as well as on all orders sent to the employer until the end of the working reports, irrespective of the Date of their acceptance and execution.

2 At the end of the working reports, the commercial traveller shall make to the employer samples and models, prices, customer lists and other documents made available to him for his activity; the right of retention shall be reserved.

C. From contract of employment to home

Art. 351 I. Definition and training/1. Definition

Definition and training

1. Definition

Under the contract of employment at home, the worker undertakes to carry out, alone or with the help of members of his family and against salary, work for the employer in his or her own home or in another place of his choice.

Art. 351 A I. Definition and training/2. Communication of working conditions

2. Communication of working conditions

1 Before assigning work to the worker, the employer shall indicate to him each time the important details of the performance, in particular the particularities not specified in general working conditions; he mentions the equipment to be supplied by the employer. A worker and indicates in writing the allowance due for this equipment, as well as the salary.

2 If the salary and compensation for the material to be provided by the worker are not indicated in writing before the return of the work, the usual working conditions shall apply.

Art. 352 II. Special obligations of the worker/1. Job Execution

II. Special obligations of the worker

1. Job Execution

1 The worker is required to commence on time the work he has accepted, to complete it for the agreed term and to deliver the product to the employer.

2 If the work performed is defective by its fault, the worker corrects it at its expense to the extent that the defects can be removed.

Art. 352 A II. Special obligations of the worker/2. Work equipment and instruments

2. Work Equipment and Instruments

1 The worker carefully uses the equipment and work instruments given to him by the employer, reports to him on their employment, and renders unused equipment and work instruments.

2 If the worker finds, in the course of work, that the recovered equipment or instruments are defective, he shall immediately inform the employer and shall await his instructions before continuing the work.

3 If the worker has deteriorated, owing to his or her fault, the equipment or instruments given to him, he or she is liable to the employer in addition to the amount of the replacement cost.

Art. 353 III. Employer Special Obligations/1. Work Product Acceptance

III. Special obligations of the employer

1. Work Product Acceptance

1 The employer examines the work delivered and reports the defects to the worker, no later than the week.

2 If the employer does not report defects to the worker on time, the work is considered to be accepted.

Art. 353 A III. Special employer obligations/2. Salary/a. Payment

2. Salary

A. Payment

1 Where the worker is employed in an unbroken way by the employer, the wage for the work provided shall be paid for a period of half a month or, with the agreement of the worker, at the end of the month; in other cases, the salary shall be paid to the worker. When the work is delivered.

2 A count indicating the reason for any deductions is given to the worker for each payment of the salary.

Art. 353 B III. Special employer obligations/2. Salary/b. In case of incapacity to work

B. In case of incapacity to work

1 The employer who occupies the worker in an uninterrupted way pays him the wages in accordance with art. 324 and 324 A When it is still possible to accept the services or the worker is prevented from working without fault on his part for reasons inherent in his person.

2 In other cases, the employer is not required to pay the salary in accordance with ss. 324 and 324 A .

Art. 354 IV. End

IV. End

1 If the worker is tested for work, the contract shall be considered, unless otherwise agreed, as entered into in the trial for a specified time.

2 Where the worker is employed in an uninterrupted way by the employer, the contract shall be deemed, unless otherwise agreed, to be entered into for an indefinite period; in any other case, the contract shall be deemed to have been concluded for a specified period of time.

Applicability of the general provisions

Art.

The general rules of the individual contract of employment shall be applied as a supplement to the apprenticeship contract, the contract of engagement of the commercial passengers and the contract of employment at home.

Chapter III: The collective labour agreement and the standard work contract

A. Collective Agreement of Work

Art. 356 I. Definition, Purpose, Form and Duration/1. Definition and Purpose

I. Definition, Purpose, Form and Duration

1. Definition and Purpose

1 By the collective agreement, employers or employers'associations, on the one hand, and workers' associations, on the other hand, establish in common clauses on the conclusion, the object and the end of individual contracts of employment between Interested employers and workers.

2 The Convention may also contain other clauses, provided that they concern the relations between employers and workers; it may even be limited to such clauses.

3 The Convention may also regulate the reciprocal rights and obligations of the Contracting Parties, as well as the control and enforcement of the provisions laid down in the preceding paragraphs.

4 Where a number of employers'or workers' associations are bound by the Convention, either for taking part in its conclusion, or for having subsequently acceded to it with the consent of the parties, they shall have one to the other Same rights and obligations; any contrary agreement is null and void.

Art. 356 A I. Definition, purpose, form and duration/2. Freedom to join an organisation and to practise the profession

2. Freedom to join an organisation and to practise the profession

1 The provisions of the Convention and the agreements between the parties which tend to force employers or workers to join a contracting association are void.

2 The provisions of the Convention and the agreements between the parties which tend to prevent or limit the exercise of a profession or activity determined by the worker or the acquisition of the necessary training for that purpose shall be null and void.

3 The clauses and agreements referred to in the preceding paragraph shall be exceptionally valid if they are justified by overriding overriding interests, such as the safety and health of persons or the quality of the work; however, the interest To remove new persons from the profession is not worthy of protection.

Art. 356 B I. Definition, Purpose, Form and Duration/3. Submitting to the Convention

3. Submission to the Convention

1 Employers, as well as workers employed by an employer bound by the Convention, may submit to the employer individually with the consent of the parties; they are therefore considered to be bound by the Convention.

2 The agreement may set out the terms and conditions of application. If it provides for unfair conditions, in particular excessive contributions, the judge may annul them or return them to just limits; however, the clauses and agreements for the fixing of contributions in favour of a single party Are null.

3 The provisions of the Convention and the agreements between the parties which tend to force members of employers'or workers' associations to submit to the Convention shall be void where such associations cannot become parties to the Convention. A convention or a similar convention.

Art. 356 C I. Definition, Purpose, Form and Duration/4. Form and duration

4. Form and Duration

1 The conclusion of the Convention, its amendments and its termination by agreement of the parties, the accession of a new party and the denunciation shall be valid only in the written form; the declaration of individual submission by the employer or Worker, the consent of the parties under s. 356 B , para. 1, as well as the denunciation of the tender are also subject to the observation of the written form.

2 Where the agreement has not been concluded for a fixed period, each party may, unless otherwise agreed, denounce it after one year and with a warning of six months, with effect for all the other parties; this provision Applies by analogy to individual submission.

Article 357 II. Effects/1. With respect to employers and workers bound by the Convention

II. Effects

1. In respect of employers and workers bound by the Convention

1 Unless otherwise provided in the Convention, the provisions relating to the conclusion, content and termination of individual contracts of employment shall have a direct and binding effect on employers and workers for the duration of the agreement That they bind.

2 As they derogate from mandatory clauses, agreements between employers and workers bound by the Convention are void and replaced by these clauses; however, the derogations stipulated in favour of workers are valid.

Article 357 A II. Effects/2. In respect of the parties

2. With respect to the parties

1 The parties shall ensure compliance with the Convention; to that end, the associations shall intervene with their members by using, if necessary, the means conferred on them by their statutes and the law.

2 Each Party shall maintain the peace of the work and, in particular, shall refrain from any means of combat with regard to matters settled in the Convention; the obligation to maintain peace shall be unlimited only if the parties have expressly agreed to it.

Article 357 B II. Effects/3. Common Execution

3. Common Execution

1 Where the Convention is concluded by associations, they may stipulate that they shall have the right, in common, to require compliance by employers and workers bound by it, as these are the following:

A.
Conclusion, purpose and termination of individual contracts of employment, only one of which is admissible;
B.
Payment of contributions to compensation funds or other institutions concerning labour relations, representation of workers in the undertaking and the maintenance of the peace of work;
C.
Controls, suretyships and conventional penalties, in relation to the provisions referred to in the paragraphs. A and b.

2 The parties may not include in the Convention the provisions laid down in the preceding paragraph without being expressly authorized by their statutes or their supreme body.

3 Unless otherwise provided in the Convention, the provisions on simple society shall apply by analogy to the internal reports of the parties.

Article 358 III. Relationship to the Imperative Right

III. Relationship to the Imperative Right

The binding right of the Confederation and the cantons prevails over the Convention; however, the derogations stipulated in favour of the workers are valid, unless the binding right expressly precludes it.

B. Contract-type of work

Article 359 I. Definition and Purpose

I. Definition and Purpose

1 The contract-type of work consists of clauses on the conclusion, object and end of various species of employment contracts.

2 The cantons are obliged to issue standard contracts for agricultural workers and domestic service; in particular, these standard contracts regulate the duration of work and rest and the working conditions of working women and young workers.

3 Art. 358 is applicable by analogy to the contract-type of work.

Article 359 A II. Competent authorities and procedure

II. Competent authorities and procedure

1 The Federal Council lays down the standard contracts for several cantons; the cantons are competent in other cases.

2 Before being enacted, the contract-type of work shall be published in a sufficient manner, with an indication of a period during which any person who justifies an interest may submit observations in writing; in addition, the authority shall take the opinion of the associations Professional and public utility companies.

3 The standard contract shall enter into force after it has been published in accordance with the requirements for official publications.

4 The same procedure applies to the repeal and modification of a contract-type of work.

Art. III. Effects

III. Effects

1 Unless otherwise agreed, the contract-type of work applies directly to the work reports it regulates.

2 The standard contract may provide that agreements derogating from some of its provisions must be in writing.

Art. A 1 IV. Minimum wages/1. Conditions

IV. Minimum wages

1. Conditions

1 If, within an economic branch or profession, the usual wages in the locality, the industry or profession are subject to an abusive and repeated sub-auction and there is no collective labour agreement containing Provisions relating to minimum wages which may be extended, the competent authority may issue, on a proposal from the tripartite commission referred to in Art. 360 B , a contract-type of work of a limited duration providing for minimum wages differentiated according to the regions and, where appropriate, according to the localities, with the aim of combating or preventing abuse.

2 Minimum wages must not be contrary to the general interest and must not prejudice the legitimate interests of other economic or other sectors of the population. They must take equal account of the interests of minorities in the economic or professional sectors concerned, when these interests stem from the diversity of regional conditions and enterprises.


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2004 ( RO 2003 1370 ; FF 1999 5440 ).

Art. B 1 IV. Minimum salaries/2. Tripartite Commissions

2. Tripartite Commissions

1 The Confederation and each canton set up a tripartite committee composed of equal numbers of representatives of employers and workers as well as representatives of the state.

2 Employers'and workers' associations may propose representatives to the committees provided for in para. 1.

3 The commissions observe the labour market. If they find abuse within the meaning of s. 360 A , para. 1, they generally try to reach an agreement with the employers concerned. If they fail to do so within a period of two months, they propose to the competent authority to issue a contract-type of work setting minimum wages for the relevant branches or professions.

4 If the situation in the relevant branches justifies it, the tripartite committee shall propose to the competent authority the modification or repeal of the contract-type of work.

5 In order for them to be able to carry out their duties, the tripartite boards have the right to obtain information and to consult any documents necessary to carry out the investigation. In the event of a dispute, an authority designated for that purpose by the Confederation or the canton shall decide.

6 Where necessary for the conduct of their investigations, the tripartite commissions which request them may obtain from the Federal Statistical Office the individual data contained in collective labour agreements. Business. 2


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2003 ( RO 2003 1370 ; FF 1999 5440 ).
2 Introduced by Art. 2 hp. 2 of the AF of 17 Dec. 2004 approving and implementing the prot. On the extension of the Agreement between the Swiss Confederation, on the one hand, and the EC and its Member States, of the other part, on the free movement of persons to the new Member States of the EC and approving the revision of measures Support for the free movement of persons, in force since 1 Er April 2006 ( RO 2006 979 ; FF 2004 5523 6187).

Art. C 1 IV. Minimum wages/3. Function secret

3. Feature Secret

1 The members of the tripartite committees are subject to the secrecy of the function; in particular, they have an obligation to keep secret to third parties on all indications of a commercial or private nature which they have known in their capacity as Member.

2 This obligation remains after the end of their activity in the Tripartite Commission.


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2003 ( RO 2003 1370 ; FF 1999 5440 ).

Art. D 1 IV. Minimum wages/4. Effects

4. Effects

1 The contract-type of work within the meaning of s. 360 A Also applies to workers who are only active for a limited period within their territorial scope, as well as to workers whose services have been leased.

2 There shall be no derogation from a contract-type of work within the meaning of Art. 360 A In favour of the worker.


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2004 ( RO 2003 1370 ; FF 1999 5440 ).

Art. E 1 IV. Minimum wages/5. Quality to act with associations

5. Quality for action of associations

Associations representing employers or workers may open an action to show respect or non-compliance with the contract-type of work within the meaning of Art. 360 A .


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2004 ( RO 2003 1370 ; FF 1999 5440 ).

Art. F 1 IV. Minimum wages/6. Communication

6. Communication

The cantons which issue a contract-type of work under Art. 360 A Make a copy of it to the competent federal office 2 .


1 Introduced by ch. 2 of the annex to the PMQ of 8 Oct. 1999 on posted workers, in force since 1 Er June 2004 ( RO 2003 1370 ; FF 1999 5440 ).
2 Currently the State Secretariat for the Economy (SECO).

Chapter IV: Mandatory provisions

Art. A. Provisions not to be derogated from or to the detriment of the employer or the worker

A. Provisions not to be derogated from or to the detriment of the employer or the worker

1 There shall be no derogation from the following provisions by agreement, contract-type of work or collective agreement, neither to the detriment of the employer nor to the detriment of the worker:

Art. 321 C ,
Al. 1 (overtime hours);
Art. 323,
Al. 4 (advances);
Art. 323 B ,
Al. 2 (offset against claims against the other party);
Art. 325,
Al. 2 (assignment and pledging of wage claims);
Art. 326,
Al. 2 (work supply);
Art. 329 D ,
Al. 2 and 3 (vacation pay);
Art. 331,
Al. 1 and 2 (benefits for staff benefits);
Art. 331 B ,
(assignment and pledging of claims for pension benefits); 1
... 2
Art. 334,
Al. 3 (termination in case of long-term contract);
Art. 335,
(termination of contract);
Art. 335 K ,
(social plan, collective redundancies during bankruptcy or concordat procedure); 3
Art. 336,
Al. 1 (abusive termination);
Art. 336 A ,
(compensation in case of improper termination);
Art. 336 B ,
(compensation, procedure);
Art. 336 D ,
(untimely termination by the worker);
Art. 337,
Al. 1 and 2 (immediate termination for just cause);
Art. 337 B ,
Al. 1 (consequences of the justified termination);
Art. 337 D ,
(consequences of non-entry into service or unjustified abandonment of employment);
Art. 339,
Al. 1 (liability due);
Art. 339 A ,
(restitution);
Art. 340 B ,
Al. 1 and 2 (the consequences of the prohibition against competition);
Art. 342,
Al. 2 (civil law effects of public law);
... 4
Art. 346,
(early termination of the apprenticeship contract);
Art. 349 C ,
Al. 3 (inability to travel);
Art. 350,
(special case of termination);
Art. 350 A ,
Al. 2 (restitution). 5

2 Agreements and the provisions of contracts-types of work and collective agreements which derogate from the above provisions to the detriment of the employer or the worker are null and void.


1 Introduced by ch. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).
2 Repealed by c. 2 of the annex to the PMQ of 17 Dec. 1993 on free passage, with effect from 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).
3 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).
4 Repealed by c. 5 of the annex to the PMQ of 24 March 2000 on the fors, with effect from 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).
5 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Article 362 B. Provisions not to be derogated from to the detriment of the worker

B. Provisions not to be derogated from to the detriment of the worker

1 The following provisions may not be derogated from by agreement, contract-type of work or collective agreement, to the detriment of the worker: 1

Art. 321 E ,
(worker's responsibility);
Art. 322 A ,
Al. 2 and 3 (participation in operating income);
Art. 322 B ,
Al. 1 and 2 (birth of the right to reserve);
Art. 322 C ,
(counting of the provision);
Art. 323 B ,
Al. 1, 2 E Phrase (salary count);
Art. 324,
(salary in the case of the employer's residence);
Art. 324 A ,
Al. 1 and 3 (salary in case of incapacity of the worker);
Art. 324 B ,
(salary for compulsory insurance);
Art. 326,
Al. 1, 3 and 4 (work on parts or task);
Art. 326 A ,
(salary for work on parts or task);
Art. 327 A ,
Al. 1 (reimbursement of expenses in general);
Art. 327 B ,
Al. 1 (reimbursement of expenses for use of a motor vehicle);
Art. 327 C ,
Al. 2 (advance for fees);
Art. 328,
(protection of the worker in general);
Art. 328 A ,
(protection of the worker in the case of a domestic community);
Art. 328 B ,
(Personality protection in the processing of personal data); 2
Art. 329,
Al. 1, 2 and 3 (leave);
Art. 329 A ,
Al. 1 and 3 (duration of holidays);
Art. 329 B ,
Al. 2 and 3 (reduction of vacation time);
Art. 329 C ,
(continuity and date of vacation);
Art. 329 D ,
Al. 1 (vacation pay);
Art. 329 E ,
Al. 1 and 3 (youth discharge); 3
Art. 329 F ,
(maternity leave); 4
Art. 330,
Al. 1, 3 and 4 (security);
Art. 330 A ,
(certificate);
Art. 331,
Al. 3 and 4 (contributions and foresight information for staff);
Art. 331 A ,
(start and end of foresight); 5
... 6
Art. 332,
Al. 4 (compensation in case of invention);
Art. 333,
Al. 3 (responsibility for transfer of work reports);
Art. 335 I ,
(obligation to negotiate); 7
Art. 335 J ,
(social plan established by an arbitral award); 8
Art. 336,
Al. 2 (abusive termination by the employer);
Art. 336 C ,
(untimely termination by the employer);
Art. 337 A,
(immediate termination for insolvency of the employer);
Art. 337 C ,
Al. 1 (consequences of unjustified termination);
Art. 338,
(worker's death);
Art. 338 A ,
(employer death);
Art. 339 B ,
(conditions for severance pay);
Art. 339 D ,
(replacement benefits);
Art. 340,
Al. 1 (conditions of prohibition of competition);
Art. 340 A ,
Al. 1 (limitations of the prohibition to compete);
Art. 340 C ,
(the prohibition to compete);
Art. 341,
Al. 1 (inability to waive);
Art. 345 A ,
(obligations of the Learning Master 9 );
Art. 346 A,
(certificate of learning);
Art. 349 A ,
Al. 1 (commercial traveller's salary);
Art. 349 B ,
Al. 3 (payment of the allowance);
Art. 349 C ,
Al. 1 (salary in case of inability to travel);
Art. 349 E ,
Al. 1 (right of retention of the commercial traveller);
Art. 350 A ,
Al. 1 (provision at the end of the work reports);
Art. 352 A ,
Al. 3 (home worker's responsibility);
Art. 353,
(acceptance of the work product);
Art. 353 A ,
(payment of salary);
Art. 353 B ,
Al. 1 (payment of salary in case of incapacity to work). 10

2 Agreements and the provisions of contracts-types of work and collective agreements which derogate from the abovementioned provisions to the detriment of the worker are void.


1 New content according to the c. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).
2 Introduced by ch. 2 of the Annex to the PMQ of 19 June 1992 on data protection, in force since 1 Er Jul. 1993 (RO 1993 1945; FF 1988 II 421).
3 Introduced by Art. 13 of the 6 Oct LF. 1989 on youth activities, in force since 1 Er Jan 1991 (RO) 1990 2007; FF 1988 I 777).
4 Introduced by ch. 1 of the annex to the PMQ of 3 Oct. 2003, in force since 1 Er Jul. 2005 ( RO 2005 1429 ; FF 2002 6998 , 2003 1032 2595).
5 New content according to the c. 2 of the annex to the PMQ of 17 Dec. 1993 on the free passage, in force since 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).
6 Repealed by c. 2 of the annex to the PMQ of 17 Dec. 1993 on free passage, with effect from 1 Er Jan 1995 (RO) 1994 2386; FF 1992 III 529).
7 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).
8 Introduced by the Annex to the PMQ of 21 June 2013, in force since 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).
9 Currently: employer.
10 New content according to the c. I of the PMQ of 18 March 1988, in force since 1 Er Jan 1989 (RO) 1988 1472; FF 1984 II 574).

Title eleventh: Corporate contract

Article 363 Definition

Definition

The contract of business is a contract by which one of the parties (the contractor) is obliged to carry out a work, at a price which the other party (the master) undertakes to pay.

Article 364 B. Effects of the Contract/I. Obligations of the Contractor/1. In general

B. Effects of the contract

I. Obligations of the Contractor

1. In general

1 The liability of the contractor is generally subject to the same rules as the worker in the working relationship. 1

2 The contractor is required to carry out the work in person or to have it carried out under his personal direction, unless, according to the nature of the work, his abilities are irrelevant.

3 Unless otherwise agreed, the Contractor shall be required to obtain at its own expense the means, equipment and tools required by the performance of the work.


1 New content according to the c. II art. 1 ch. 6 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Art. B. Effects of the contract/I. Obligations of the contractor/2. Relating to the material provided

2. Relating to the material provided

1 The contractor is responsible to the master for the good quality of the material that he provides, and he owes him the same guarantee as the seller.

2 If the material is supplied by the master, the contractor is obliged to use it with all due care, to account for the employment he has done and to return what remains.

3 If, in the course of the work, the material supplied by the master or the land designated by him is recognised as defective, or if there is such other circumstance which compromises the regular or punctual performance of the work, the Contractor shall be required to Inform the master immediately, or face the consequences of these facts.

Art. 366 B. Effects of the Contract/I. Obligations of the Contractor/3. Starting and running the work in accordance with the contract

3. Starting and running the work in accordance with the contract

1 If the contractor does not start the work on time, if it does not comply with the provisions of the agreement, or if, without the fault of the master, the delay is such that, in any case, the contractor can no longer complete it for The fixed period, the master has the right to withdraw from the contract without waiting for the term intended for delivery.

2 Where it is possible to provide with certainty, during the course of the work, that, by the fault of the contractor, the work will be performed in a defective or contrary way to the agreement, the master may fix or cause to be fixed to the contractor a Adequate time to prepare for such eventualities, advising that, if it is not carried out within the prescribed time, the repairs or continuation of the work will be carried out by a third party, at the expense and risk of the contractor.

Art. 367 B. Effects of the Contract/I. Obligations of the Contractor/4. Guarantee of defects in the work/a. Verification

4. Guarantee of defects in the work

A. Verification

1 After the work is delivered, the master shall check the condition as soon as it is available to the contractor after the normal course of business, and report defects to the contractor, if applicable.

2 Each party has the right to request, at its own expense, that the work be reviewed by experts and that its findings be noted.

Art. 368 B. Effects of the Contract/I. Obligations of the Contractor/4. Guarantee of defects in the work/b. Rights of the master in the event of defective performance of the work

B. Rights of the master in the event of defective performance of the work

1 Where the work is so defective or in conformity with the Convention that the master cannot make use of it or be equally obliged to accept it, the master shall have the right to refuse it and, if the contractor is in error, to request Damages.

2 Where the defects in the work or the breach of the contract are of lesser importance, the master may reduce the price as a proportion of the capital value, or require the contractor to repair the work at its own expense if rehabilitation is possible without Excessive expenses; the master has, in addition, the right to claim damages when the contractor is in default.

3 In the case of works on the Master's Fund and of which, because of their nature, the removal would have excessive disadvantages, the master may only take the measures indicated in the preceding paragraph.

Art. 369 B. Effects of the Contract/I. Obligations of the Contractor/4. Guarantee of defects in the work/c. Makes Master

C. Master's Fact

The master shall not invoke the rights resulting from defects in the work, where the defective performance is personally attributable to him, or because of the orders he gave contrary to the Contractor's formal opinions, or for all Other cause.

S. 370 B. Effects of the Contract/I. Obligations of the Contractor/4. Guarantee of defects in the work/d. Acceptance of the work

D. Acceptance of the work

1 Upon the express or tacit acceptance of the work by the master, the Contractor shall be discharged from any liability, unless they are defects which could not be recognized during the regular verification and receipt of the work Or that the contractor intentionally concealed.

2 The work is tacitly accepted when the master omits the verification and the notice provided for by law.

3 If the defects occur only later, the master is required to report them to the contractor as soon as he or she becomes aware of them; otherwise, the work is required to be accepted with these defects.

Art. 371 1 B. Effects of the Contract/I. Obligations of the Contractor/4. Guarantee of defects in the work/e. Limitation period

E. Prescription

1 The rights of the master due to the defects of the work shall be prescribed two years after receipt of the work. The time limit is five years, however, if the defects of a movable structure in a real estate in accordance with the use to which it is normally intended are at the origin of the defects of the work.

2 The rights of the master as a result of defects in a real estate to the contractor and to the architect or engineer who cooperated in the performance of the work shall be prescribed five years after receipt of the work.

3 For the rest, the rules on the prescription of the rights of the purchaser are applicable by analogy.


1 New content according to the c. I of the PMQ of March 16, 2012 (Limitation of the warranty for defects. Extension and Coordination), effective from 1 Er Jan 2013 ( RO 2012 5415 ; FF 2011 2699 3655).

Art. 372 B. Effects of the contract/II. Master's Obligations/1. Price Eligibility

II. Master's Obligations

1. Price Eligibility

1 The price of the work is payable at the time of delivery.

2 If deliveries and partial payments have been agreed, the price in respect of each part of the work is payable at the time of delivery of that part.

Article 373 B. Effects of the contract/II. Master's Obligations/2. Price/a. Forfait

2. Price

A. Forfait

1 When the price has been fixed, the contractor is required to carry out the work for the fixed sum, and it cannot claim any increase, even if the work required more work or expenditure than had been foreseen.

2 However, if the performance of the work is prevented or rendered difficult by extraordinary circumstances, impossible to predict, or excluded by the predictions made by the parties, the judge may, by virtue of his or her power Discretion, grant either an increase in the price stipulated or the termination of the contract.

3 The master is required to pay the full price, even if the work required less work than expected.

Art. 374 B. Effects of the contract/II. Master's Obligations/2. Price/b. Based on job value

B. Based on job value

If the price has not been set in advance, or only approximately, it must be determined on the basis of the value of the work and the contractor's expenses.

Art. 375 C. End of Contract/I. Overflow of Quote

C. End of contract

I. Quote Overflow

1 When the approximate estimate agreed with the contractor is without the fact of the master overtaken to an excessive extent the master has the right, either during or after the execution, from the contract.

2 In the case of high construction on its fund, the master may request a suitable reduction in the price of the work or, if the construction is not completed, prohibit the continuation of the work to the contractor and dispose of the contract by paying one Fair compensation for work performed.

Art. 376 C. End of contract/II. Loss of work

II. Loss of work

1 If, before delivery, the work perishes by chance, the contractor cannot claim neither the price of his work nor the reimbursement of his expenses, unless the master is still to take delivery.

2 The loss of the material is, in this case, borne by the party who provided it.

3 Where the work has been lost either as a result of a defect in the material supplied or the land designated by the master, or by the effect of the method of execution prescribed by him, the Contractor may, if he has in due time pointed these risks to the master, claim the Price of the work done and the reimbursement of expenses not included in that price; it is also entitled to damages, if there is fault of the master.

Art. 377 C. End of contract/III. Termination by the Master for compensation

III. Termination by the Master for compensation

As long as the work is not completed, the master can always dispose of the contract, paying the work done and fully compensating the contractor.

Article 378 C. End of Contract/IV. Impossibility of executor due to the master

IV. Impossibility of executor due to the master

1 If the execution of the work becomes impossible as a result of a fortuitous case in the master, the contractor is entitled to the price of the work done and to the reimbursement of expenses not included in that price.

2 If it is by the fault of the master that the work could not be carried out, the Contractor shall also be entitled to damages.

Art. 379 C. End of contract/V. Death or incapacity of the contractor

Death or incapacity of the contractor

1 When the Contractor dies or becomes, without his or her fault, unable to complete the Work, the Contract shall terminate if it has been concluded in consideration of the Contractor's personal suitability.

2 The master is obliged to accept the already executed parts of the work, if it can use them, and to pay the price.

Title XII: From the publishing contract

Art. 380 Definition

Definition

The publishing contract is a contract by which the author of a literary or artistic work or his successors in title undertake to assign it to an editor, who is obliged to reproduce it in more or less considerable numbers and to spread it in The public.

Article 381 B. Effects of the contract/I. Transfer and Warranty

B. Effects of the contract

I. Transfer and Warranty

1 The contract shall transfer to the publisher the rights of the author, as long as the execution of the agreement so requires.

2 The person who assigns the work to be published must have the right to dispose of it for that purpose at the time of the contract; he shall be obliged to guarantee that chief, and, if the work is protected, the guarantee extends to the existence of the copyright.

3 If all or part of the work has already been assigned to another publisher, or if it has been published to the knowledge of the assignor, the latter must inform the other party before entering into the contract.

Art. 382 B. Effects of the contract/II. Right of disposition of the author

II. Right of disposition of the author

1 As long as the editions that the publisher has the right to do are not exhausted, the author or his successors in title may not dispose of the entire work or of any of its parts.

2 Newspaper articles and isolated articles of limited scope inserted in a journal may still be reproduced elsewhere by the author or his successors in title.

3 Work forming part of a collective work or journal articles which have a certain extent may not be reproduced by the author or his successors in title before the expiration of a period of three months from the time when the publication was Completed.

S. 383 B. Effects of the contract/III. Number of releases

III. Number of releases

1 If the contract does not specify the number of editions to be done, the publisher has the right to publish only one.

2 Unless otherwise stipulated, the publisher shall be free, for each edition, to fix the number of copies, but shall, if the other party so requires, print at least one sufficient number to give the work adequate publicity; once The first print run, the publisher cannot make any new editions.

3 If the Convention allows the publisher to publish several editions or all editions of a work, and fails to prepare a new edition after the last edition has been exhausted, the author or his successors in title may cause him to be fixed by the judge. Time limit for the publication of a new edition; in the absence of the publisher's execution within that period, he is deprived of his right.

S. 384 B. Effects of the contract/IV. Reproduction and sale

IV. Reproduction and sale

1 The publisher is required to reproduce the work in a suitable form, without any abbreviation, addition or modification; it must also make the necessary announcements and take the usual measures for the success of the sale.

2 It fixes the selling price, but without being able to raise it in such a way as to hinder the flow of the work.

Art. 385 B. Effects of the contract/V. Improvements and corrections

V. Improvements and corrections

1 The author shall retain the right to make corrections and improvements to his work provided that they do not prejudice the interests or increase the responsibility of the publisher; if he imposes unforeseen costs on the author, he shall Reward.

2 The publisher may not make a new edition or a new draw without first having the author in a position to improve his work.

Art. 386 B. Effects of the contract/VI. Package editions and separate publications

VI. Package editions and separate publications

1 The right to publish separately different works of the same author does not imply the right to publish them together.

2 Likewise, the right to edit the complete works of an author, or a category of his works, does not imply for the publisher the right to publish separately the various works which they include.

Art. 387 B. Effects of the contract/VII. Right of translation

VII. Right of translation

Unless otherwise agreed, the right of translation shall remain exclusively reserved for the author or his successors in title.

Art. 388 B. Effects of the contract/VIII. Author's fees/1. Their Amount

VIII. Honoraria of the author

1. Amount

1 The person who gives a work to be edited is deemed to be entitled to an honoraria, where the circumstances do not allow him to assume that he intended to waive any remuneration.

2 The figure of the fees shall be fixed by the judge, to be expert.

3 If the publisher has the right to make several editions, the stipulations relating to the fees and, in general, the various conditions fixed for the first edition shall be presumed applicable to each of the following.

Art. 389 B. Effects of the contract/VIII. Author's fees/2. Eligibility, free count and free copies

2. Eligibility, count and free copies

1 Fees are payable as soon as the entire work or, if it appears by parts (volumes, fascicles, sheets), as soon as each part is printed and ready for sale.

2 Where the contractors agree to make the fees dependent, in whole or in part, on the result of the sale, the publisher shall be required to establish its sales account and provide its justification in accordance with its use.

3 Unless otherwise agreed, the author or his successors in title shall be entitled to the number of free copies fixed by the use.

Art. 390 C. End of contract/I. Loss of work

C. End of contract

I. Loss of work

1 When the work, after being delivered to the publisher, perishes by fortuitous event, the publisher is bound by the payment of the fees.

2 If the author has a second copy of the work that perished, he must make it available to the editor; otherwise, he is obliged to do so again, when the work is relatively easy.

3 He is entitled to a fair compensation in both cases.

Art. C. End of contract/II. Loss of edition

II. Loss of edition

1 If prior to the sale, the edition already prepared by the publisher in whole or in part by fortuitous case, the publisher shall have the right to have the destroyed copies restored at his own expense, without the author or his successors in title being able to claim New fees.

2 The publisher is required to replace the destroyed copies, if they can do so at no excessive cost.

Article 392 C. End of contract/III. Facts about the person of the publisher or author

III. Facts about the person of the publisher or author

1 The contract shall lapse if, before the completion of the work, the author dies, becomes incapable or is without his fault, unable to complete it.

2 In exceptional cases, if the full or partial continuation of the contract appears possible and fair, the judge may authorize it and prescribe any necessary measures.

3 In the event of the bankruptcy of the publisher, the author or his successors in title may return the work to another publisher, unless they receive guarantees for the fulfilment of the obligations not yet matured in the declaration of bankruptcy.

Art. 393 D. Work composed according to the publisher's plan

D. Work composed according to the publisher's plan

1 Where one or more authors undertake to compose a work according to a plan provided to them by the publisher, they shall be entitled only to the agreed fees.

2 The copyright belongs to the publisher.

Part XIII: Mandate

Chapter I: The mandate itself

Art. 394 Definition

Definition

1 The mandate is a contract by which the agent is obliged, in the terms of the agreement, to deal with the matter for which he has been responsible or to render the services he has promised.

2 Terms of reference apply to work that is not subject to the legal provisions governing other contracts.

3 A remuneration shall be payable to the agent if the agreement or use provides for such remuneration.

Art. 395 B. Contract Training

B. Contract Training

Unless there is an immediate refusal, the term of office is deemed to be accepted when it relates to cases for which the agent has an official quality, or who is returning to the performance of his or her profession, or for which he has publicly offered Its services.

S. 396 C. Effects/I. Scope of the mandate

C. Effects

Scope of the mandate

1 The scope of the mandate is determined, if not expressly fixed by the agreement, by the nature of the case to which it relates.

2 In particular, the mandate includes the power to make the legal acts required by its execution.

3 The agent shall not, without special power, compromise, compromise, underwrite foreign exchange commitments, dispose of or encumber buildings, or make donations. 1


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 397 C. Effects/II. Obligations of the Representative/1. Contract Fulcompletion

II. Obligations of the agent

1. Run in accordance with contract

1 An agent who has received specific instructions may not depart as long as the circumstances do not permit him to seek the authorization of the principal and that he or she may have been authorized by the principal if he had been aware of The situation.

2 Where, in addition to such cases, the agent infringes the principal of the instructions which he has received, the mandate shall be deemed to have been fulfilled only if the agent is prejudicing his office.

Art. 397 A 1 C. Effects/II. Obligations of the agent/1 Bis . See information

1 Bis . See information

Where the principal is struck by a probable inadequacy of discernment, the representative shall inform the adult protection authority of the principal's domicile, provided that the procedure appears appropriate in relation to the safeguarding of the His interests.


1 Introduced by ch. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Art. 398 C. Effects/II. Obligations of the agent/2. Responsibility for a good and faithful execution/a. In general

2. Responsibility for a good and faithful performance

A. In general

1 The responsibility of the representative is generally subject to the same rules as that of the worker in the working reports. 1

2 The agent is responsible to the principal of the good and faithful execution of the mandate.

3 It is obliged to execute it personally, unless it is authorised to transfer it to a third party, that it is not obliged to do so by the circumstances or that the use does not allow for the substitution of powers.


1 New content according to the c. II art. 1 ch. 7 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

S. 399 C. Effects/II. Obligations of the agent/2. Responsibility for a good and faithful execution/b. In case of substitution

B. In case of substitution

1 The agent shall, as if they were his or her own, respond to acts of that which he has improperly substituted.

2 If he had been given the power to substitute someone, he answered only the care with which he chose the sub-agent and gave his instructions.

3 In both cases, the principal may assert directly against the person that the agent has substituted the rights that the agent has against it.

Art. 400 C. Effects/II. Obligations of the agent/3. Account Reddition

3. Accountability

1 The agent shall, at the request of the principal, be required to return to him at all times his management and to return all that he has received from that Chief, in any capacity.

2 It must be in the interest of the amounts for which it is late.

Art. 401 C. Effects/II. Obligations of the agent/4. Transfer of Rights Acquired by the Agent

4. Transfer of rights acquired by the agent

1 Where the agent acquires in its own name, on behalf of the principal, claims against third parties, such claims become the property of the principal as soon as the principal has satisfied, on the other hand, his various obligations to the agent.

2 The principal may assert the same right against the mass of the agent, if the agent goes bankrupt.

3 The principal may, likewise, claim in the bankruptcy of the agent the movable objects acquired by the latter in his own name, but on behalf of the principal; except for the mass to exercise the right of retention which would belong to the agent.

Art. C. Effects/III. Obligations of the principal

III. Obligations of the principal

1 The principal shall repay to the agent, in principal and interest, the advances and expenses incurred by the agent in respect of the regular performance of the mandate, and to release him or her from the obligations of the principal.

2 He must also compensate him for the damage caused by the execution of the warrant, if he does not prove that the damage occurred without his fault.

Article 403 C. Effects/IV. Responsibility in case of jointly constituted or agreed terms of reference

IV. Responsibility in case of jointly constituted or agreed terms of reference

1 Where the representative has been appointed by several persons jointly, they shall be held jointly and severally with him.

2 Where several persons have jointly accepted a warrant, they shall be jointly and severally liable to execute the terms of reference, and the acts jointly made by them may only oblige the principal, unless they are authorized to transfer their powers To a third party.

Art. 404 D. End of contract/I. Causes/1. Revocation and repudiation

D. End of contract

I. Causes

1. Revocation and repudiation

1 The warrant may be revoked or repudiated at any time.

2 The parties who revoke or repudiate the contract in an inappropriate time must, however, compensate the other for the damage caused by the contract.

Art. 405 D. Termination of Contract/I. Causes/2. Death, Disability, Bankruptcy

2. Death, Disability, Bankruptcy

1 The mandate ends with the loss of the exercise of civil rights, by the bankruptcy, by the death or by the declaration of absence either by the principal or by the agent, unless the contrary has been agreed or is the result of the nature of the case. 1

2 However, if the extinguishment of the warrant endangers the interests of the principal, the agent, his heirs or representative is required to continue the management until the principal, his heirs or his or her representative are able to Themselves.


1 New content according to the c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Art. 406 D. Termination of Contract/II. Effects of Extinction

II. Effects of Extinction

The principal or his heirs shall be required, as if the term of office had still existed, to carry out the operations that the representative made before he was aware of the termination of the mandate.

Chapter I Bis : 5 Mandate for the conclusion of a marriage or partnership

Art. 406 A A. Definition and applicable law

A. Definition and applicable law

1 The mandate for the conclusion of a marriage or the establishment of a partnership is a contract by which the agent obliges the principal, for remuneration, to present persons with a view to the conclusion of a marriage or Establishing a stable partnership.

2 The rules of the mandate itself are applicable as a substitute for this mandate.

Art. 406 B B. Presentation of persons coming from or travelling abroad/I. repatriation travel expenses

B. Submitting or visiting people from abroad

Fees for repatriation travel

1 In the event of the presentation of persons coming from or visiting the country, the agent is required to reimburse the repatriation costs if the return journey is undertaken within six months of arrival.

2 If the public community has borne the costs of repatriation, it is subrogated to the claims of the persons presented against the agent.

3 The principal shall be obliged to reimburse the agent for repatriation costs only up to the maximum amount provided for in the contract.

Art. 406 C B. Presentation of persons coming from or travelling abroad/II. Authorization

II. Authorization

1 The professional activity of the representative shall be subject to the authorisation and supervision of the authority designated by the cantonal law when it concerns persons coming from abroad.

2 The Federal Council shall issue the implementing provisions and shall, inter alia:

A.
The conditions and duration of the authorization;
B.
Sanctions against the agent in the event of a contravention;
C.
The obligation of the agent to guarantee the costs of the return journey of the persons concerned by the mandate.
Art. 406 D C. Form and content of the contract

C. Form and content of the contract

The contract shall be valid only if it is established in writing and contains the following particulars:

1.
The name and address of the parties;
2.
The number and nature of the benefits the agent undertakes to provide, as well as the amount of remuneration and expenses for each benefit, including the costs of registration;
3.
In the event of the presentation of persons coming from or travelling abroad (art. 406 B ), the maximum amount of compensation payable by the principal to the agent if the agent has borne the repatriation costs;
4.
Terms of payment;
5. 1
The right of the principal to revoke the offer or his or her acceptance, in writing and without any notice, within fourteen days;
6. 2
Prohibiting the agent from accepting a payment before the 14-day time limit;
7.
The right of the principal to revoke the contract in writing at any time, but for him, if he does so in an inappropriate time, to indemnify the agent for the damage he causes, to the exclusion of any other compensation.

1 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).
2 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 406 E 1 D. Coming into Force, Revocation, Termination

D. Coming into Force, Revocation, Termination

1 The contract shall enter into force for the principal only 14 days after a copy signed by the parties has been furnished to the principal. The agent must not accept any payment from the principal before the expiry of that period.

2 The principal may revoke in writing the offer or acceptance within the time limit set out in para. 1. The advance waiver of this right is void. Moreover, the provisions relating to the consequences of dismissal (Art. 40 F ) Apply by analogy.

3 Denunciation shall be in writing.


1 New content according to the c. I of the LF of 19 June 2015 (Revision of the right of revocation), in force since 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 406 F 1 E. ...

E. ...


1 Repealed by c. I of the PMQ of June 19, 2015 (Revision of the right of revocation), with effect from 1 Er Jan 2016 ( RO 2015 4107 ; FF 2014 893 2883).

Art. 406 G F. Information and Data Protection

F. Information and Data Protection

1 Before the signature of the contract and during its execution, the representative shall inform the principal of any particular difficulties that may arise in the performance of the mandate in relation to his person.

2 In the processing of personal data concerning the principal, the agent is subject to a duty of discretion; the provisions of the Federal Act of 19 June 1992 on data protection 1 Are reserved.


Art. 406 H G. Remuneration and excessive fees

G. Remuneration and excessive fees

Where excessive remuneration or charges have been stipulated, the principal may ask the judge to reduce them fairly.

Chapter II: Letter and order of credit

Art. A. Letter of Credit

A. Letter of Credit

1 The terms of reference and subpoena shall be subject to the letter of credit by which the addressee is responsible for handing over, with or without setting a maximum, to a specified person the values which the person will make the request.

2 If no maximum is fixed and the credit makes requests in obvious disproportion with the position of the persons concerned, the addressee shall notify his correspondent and, until such time as he has received instructions, stay the payment.

3 The terms of reference conferred by a letter of credit shall be deemed to be accepted only if the acceptance has been made for a specified amount.

Art. 408 B. Credit order/I. Definition and form

Order of credit

Definition and form

1 Where a person has received and accepted the order to open or renew, on his or her own behalf and on his or her own account, a credit to a third party under the principal's responsibility, the principal shall, as a surety, respond to the debt of the credit, as the Credit has not exceeded its mandate.

2 However, the principal shall be liable only if the order has been given in writing.

Art. 409 B. Credit order/II. Inability of the credit

II. Inability of the credit

The principal may not plead against the creditor because the credit is personally incapable of being required.

Art. 410 B. Credit order/III. Arbitrarily granted time limits

III. Arbitrarily granted time limits

The principal ceases to be liable for the debt, when the creditor has granted the head of the time limits to the credit or neglected to proceed against him under his instructions.

Art. 411 B. Credit order/IV. Rights and obligations of the parties

IV. Rights and obligations of the parties

The rights and obligations of the principal and the credit are governed by the provisions applicable to the surety and the principal debtor.

Chapter III: Brokerage

Art. 412 Definition and form

Definition and form

1 Brokerage is a contract by which the broker is charged, with a salary, either to indicate to the other party the opportunity to enter into a contract or to act as an intermediary in the negotiation of a contract.

2 The rules of the mandate are generally applicable to brokering.

S. 413 B. Broker Salary/I. When due

B. Broker Salary

I. When it is due

1 The broker is entitled to his salary as soon as the indication he has given or the negotiation he has led leads to the conclusion of the contract.

2 Where the contract has been concluded under the condition precedent, the salary shall be payable only after the condition has been fulfilled.

3 If it was agreed that the broker's expenses would be reimbursed to him, they were owed to him even though the matter was not successful.

Art. 414 B. Broker/II salary. How it is fixed

II. How it is fixed

Compensation that is not determined shall be paid, if there is a tariff, by the payment of the salary that is provided for therein; in the absence of a tariff, the usual salary shall be deemed to have been agreed upon.

Art. 415 B. Broker/III Salary. Due

III. Due

The broker loses his right to salary and reimbursement of expenses, if he acts in the interest of the third party in breach of his obligations, or if he is promised remuneration in circumstances in which the rules of good faith Were opposed to it.

Art. 416 1 B. Broker Salary/IV. ...

IV. ...


1 Repealed by c. 2 of the Annex to the PMQ of 26 June 1998, with effect from 1 Er Jan 2000 ( RO 1999 1118 ; FF 1996 I 1).

Art. 417 1 B. Broker Salary/V. Excessive Salary

V. Excessive salary

Where an excessive wage has been stipulated either for having indicated an opportunity to conclude an individual contract of employment or a sale of immovable property, or for having negotiated one of those contracts, it may, at the request of the debtor, be fairly reduced By the judge.


1 New content according to the c. II art. 1 ch. 8 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See at disp. End. And trans. Tit. X at the end of the text.

Art. C. Reserved cantonal law

C. Reserved cantonal law

The cantons may subject foreign exchange agents, brokers and investment offices to special requirements.

Chapter IV: Agency contract 6

Art. A A. General Rules/I. Definition

A. General rules

Definition

1 The agent is the person who makes permanent the undertaking to negotiate the conclusion of a business for one or more principals or to enter into them on their behalf and on their behalf, without being bound to them by a contract of employment.

2 Unless otherwise agreed in writing, the provisions of this chapter shall also apply to persons engaged in the profession of agent. The provisions relating to the ducroire, the prohibition of competition and the termination of the contract for just cause cannot be rendered inoperative by convention at the expense of the agent.

Art. B A. General Rules/II. Applicable law

II. Applicable law

1 The chapter on brokering is applicable as a substitute for bargaining agents, the title for the commission is to the agents.

2 ... 1


1 Repealed by c. I let. C of the annex to the LF of 18 Dec. 1987 on private international law, with effect from 1 Er Jan 1989 (RO) 1988 1776; FF 1983 I 255).

Art. C B. Agent obligations/I. General rules and ducroire

B. Obligations of the agent

I. General and ducroire rules

1 The agent shall ensure the interests of the principal with the due care of a good trader.

2 It may, unless otherwise agreed in writing, also work for other principals.

3 It may assume only by written agreement the undertaking to respond to the payment or performance of the other obligations of its customers or the obligation to bear all or part of the cost of recovery of the claims. The agent thus acquires a right to a fair and equitable remuneration which cannot be abolished by convention.

Art. D B. Agent/II obligations. Obligation to keep secrecy and prohibition against competition

II. Obligation to keep secrecy and prohibition against competition

1 The agent may not, even after the termination of the contract, use or disclose the business secrets of the principal entrusted to him or of whom he or she became aware of the contract.

2 The provisions on the contract of employment shall apply mutatis mutandis to the contractual obligation not to compete. Where a prohibition of competition has been agreed upon, the agent shall be entitled, at the end of the contract, to a fair special allowance which cannot be abolished by convention.

Art. E C. Representation Authority

C. Representation Authority

1 The agent is presumed to have only the right to negotiate business, to receive notices about the defects of the thing and the other statements by which the customers exercise or reserve their rights due to the defective performance of the Mandate and exercise the rights of the principal to ensure his or her means of proof.

2 On the other hand, the agent is not presumed to have the right to accept payments, to grant payment times or to agree with the clients of other changes to the contract.

3 Art. 34 and 44, para. 3, of the Federal Act of 2 April 1908 on the insurance contract 1 Are reserved.


Art. F D. Obligations of the principal/I. Generally

D. Obligations of the principal

I. In general

1 The principal must do all he can to enable the agent to carry out the activity successfully. In particular, it must make available the necessary documents.

2 It is required to inform the officer without delay if it provides that cases cannot or will be concluded only to a substantially lesser extent than the one that had been agreed or that the circumstances allowed.

3 Unless otherwise agreed in writing, the officer assigned to a specified clientele or department shall have the exclusive right to do so.

Art. G D. Obligations of the principal/II. Provision/1. For negotiated and concluded/a. Right to provision and scope

II. Provision

1. For negotiated and concluded cases

A. Right to provision and scope

1 The agent is entitled to the agreed or customary provision for all matters negotiated or concluded during the term of the contract. Unless otherwise agreed in writing, there is also the right to business without the assistance of the principal during the term of the contract, but with clients whom he has provided for such matters.

2 The agent to whom exclusivity has been awarded in a department or with a specified clientele is entitled to the agreed provision or, in the absence of an agreement, to the usual provision for all cases concluded during the term of the contract with Persons of this department or clientele.

3 Unless otherwise agreed in writing, the right to the provision arises as soon as the case has been validly entered into with the client.

Art. H D. Obligations of the principal/II. Provision/1. For negotiated and concluded cases/b. Extinction of right to provision

B. Extinguishment of the right to provision

1 The agent loses his right to the provision to the extent that the execution of an entered case is prevented by a cause not attributable to the principal.

2 This right is extinguished, however, if the counter-benefit corresponding to the performance already made by the principal is not fulfilled or is so small that the payment of a provision cannot be required of the principal.

Art. I D. Obligations of the principal/II. Provision/1. For negotiated and concluded cases/c. Liability of the provision

C. Eligibility of the provision

The provision is due, unless otherwise agreed or used, for the end of the semester of the calendar year in which the case was entered into; in the field of insurance, however, it is payable only to the extent that the first annual premium has been Paid.

Art. K D. Obligations of the principal/II. Provision/1. For negotiated and concluded cases/d. Statement of Account

D. Statement of Account

1 If the agent is not required by written agreement to submit a statement of its provisions, the principal must provide the agent with a statement of account at each maturity by indicating the business giving entitlement to a reserve.

2 The agent has the right to consult the relevant books and supporting documents. He cannot waive this right in advance.

Art. L D. Obligations of the principal/II. Provision/2. Provision for cashing

2. Provision for cashing

1 Unless otherwise agreed or otherwise used, the agent is entitled to a provision for cashing on amounts received by the agent pursuant to an order of the principal and provided to the agent.

2 At the end of the contract, the officer loses all cash-out power and his or her entitlement to subsequent cashing provisions is extinguished.

Art. M D. Obligations of the principal/III. Preventing work from working

III. Preventing work from working

1 When the principal, in breach of his or her legal or contractual obligations, prevented the agent from gaining the agreed provision, or to which he could reasonably expect, he shall be obliged to pay him a fair compensation. Any contrary agreement is null and void.

2 An officer who is unable to work for only one principal and who is prevented from working, without his or her fault, because of illness, compulsory military service under federal law or similar cause, is entitled to time Relatively short, if the contract has been for at least one year, to a fair remuneration in relation to the loss of gain. The agent may not waive this right in advance.

Art. N D. Obligations of the principal/IV. Fees and disbursements

IV. Fees and disbursements

1 Unless otherwise agreed or otherwise used, the agent shall not be entitled to the reimbursement of expenses and disbursements incurred as a result of the normal exercise of his or her activity, but of those he or she has assumed under special instructions of the principal or as a manager of The latter, such as freight and customs charges.

2 The reimbursement of expenses and disbursements is due even if the case does not succeed.

Art. O D. Obligations of the principal/V. Right of retention

Right of retention

1 As a guarantee of the outstanding claims arising out of the contract, the agent has on the securities and securities held under the contract, as well as the amounts paid to him by customers under his authority Where the principal is insolvent, the agent may exercise that right even in respect of the guarantee of a receivable that is not due.

2 The right of retention cannot be exercised on rates and customer lists.

Art. P E. End of contract/I. Time expiry

E. End of contract

I. Time out

1 The agency contract shall be for a fixed period of time or for which the duration of the contract expires on the expiry of the time limit, without the need to grant leave.

2 If the fixed-term contract is tacitly extended on both sides, it is deemed to be renewed at the same time, but for a maximum of one year.

3 Where termination is subject to prior leave, the contract shall be deemed renewed if none of the parties has given leave.

Art. Q E. End of contract/II. By Termination/1. In general

II. By Termination

1. In general

1 Where the agency contract has not been made for a fixed period of time and is not the result of its purpose, it may be terminated on both sides, in the first year, on leave given one month in advance for the purpose of termination One month. A shorter period of leave must be stipulated in writing.

2 Where the contract has lasted at least one year, it may be terminated for a given leave two months in advance, for the end of a quarter of the calendar year. The parties may agree to a longer period of leave or another termination term.

3 Conventional leave periods may not be different for the principal and the agent.

Art. R E. End of contract/II. By termination/2. For fair reasons

2. For righteous reasons

1 The principal and the agent may, without prior notice, immediately terminate the contract for just cause.

2 The provisions relating to the employment contract shall apply mutatis mutandis.

Art. S E. End of contract/III. Death, Disability, Bankruptcy

III. Death, Disability, Bankruptcy

1 The agency contract ends with the death or incapacity of the agent, as well as the bankruptcy of the principal.

2 The contract ends with the death of the principal when it was concluded essentially because of his person.

Art. T E. End of Contract/IV. Agent Permissions/1. Provision

IV. Agent Permissions

1. Provision

1 Unless otherwise agreed or otherwise used, the agent is not entitled to a provision for the additional orders of a customer that he has provided for the duration of the contract only if they are passed before the end of the contract.

2 All claims of the agent as reserves or disbursements are due at the end of the contract.

3 The chargeability of provisions due as a result of cases executed wholly or partly after the end of the contract may be fixed by agreement in writing at a later date.

Art. U E. End of Contract/IV. Agent Fees/2. Customer Benefit

2. Customer Benefit

1 Where the agent, through his or her activity, has substantially increased the number of clients of the principal and the latter or his successor in title derives an effective benefit from his business relations with those clients even after the end of the contract, the agent or his heirs Have the right, unless it is unfair, to an appropriate allowance, which cannot be removed by agreement.

2 However, this allowance may not exceed the net annual gain resulting from the contract and calculated on the basis of the average of the last five years or the total duration of the contract if the contract lasted less than one year.

3 No compensation shall be payable when the contract has been terminated for cause attributable to the agent.

Art. V E. End of contract/V. Devoir of restitution

V. Check-in

Each party is required to return to the end of the contract everything that has been given to it for the duration of the contract either by the other party or by third parties on behalf of the latter. The rights of retention of the parties are reserved.

Title fourteenth: From business management

S. 419 A. Rights and obligations of the manager/I. Execution of the case

A. Rights and obligations of the manager

I. Execution of the case

A person who, without a warrant, manages the case of others, is required to manage the matter in accordance with the interests and presumed intentions of the master.

Article 420 A. Rights and obligations of the manager/II. Liability

II. Liability

1 The manager is negligent or reckless.

2 His responsibility, however, must be assessed with less rigour when he managed the case of the master to prevent damage to which the latter was threatened.

3 When he undertook the management against the will that the master demonstrated in express or otherwise recognizable terms, and if that defence was not contrary to the laws, nor to the mores, he was even obliged to do incidental cases, unless he Proves that they would also have occurred without his interference.

Art. 421 A. Rights and obligations of the manager/III. Manager Inability

III. Manager Inability

1 If the manager is unable to make a contract, he is responsible for his management only up to the extent of his enrichment or the benefit of which he has divested in bad faith.

2 It is reserved for the more extensive liability arising from unlawful acts.

Art. 422 B. Rights and Obligations of the Master/I. Management in the Interest of the Master

B. Rights and obligations of the master

I. Management in the interest of the master

1 When its interest commanded that management be undertaken, the master shall reimburse the manager, in principal and interest, all necessary expenses and expenses justified by the circumstances, unload it to the same extent Of all the undertakings which he has made and to compensate him for any other damage which the judge shall fix freely.

2 This provision can be invoked by the person who has given his management the necessary care, even if the desired result has not been achieved.

3 In respect of expenditure which the manager is not allowed to repeat, he has the right of abduction as in the case of illegitimate enrichment.

Art. B. Rights and Obligations of the Master/II. Business in the unty of the manager

II. Business in the unty of the manager

1 Where management has not been undertaken in the interests of the master, the master shall have the right to appropriate the profits resulting therefrom.

2 It shall be obliged to indemnify the manager or grant him discharge only up to the point of enrichment.

Art. 424 B. Rights and Obligations of the Master/III. Management Approval

III. Management Approval

If the acts of the manager have been ratified by the master, the rules of the mandate become applicable.

Title Fifteenth: From the Commission

Art. 425 A. Sales and Purchasing Commission/I. Definition

A. Sales and Purchasing Commission

Definition

1 The sales or purchasing agent is responsible for operating in his or her own name, but on behalf of the principal, the sale or purchase of securities or securities, subject to a charge of commission (provision).

2 The terms of reference shall apply to the commission contract, except for the derogations resulting from this Title.

Art. 426 A. Sales and Purchasing Commission/II. Commissionaire Obligations/1. Mandatory Advice and Insurance

II. Duties of the Commissionaire

1. Mandatory Advice and Insurance

1 The commissionaire shall keep the principal informed of his or her actions and, in particular, inform him without delay of the execution of the commission.

2 He has the obligation to ensure the things that form the subject of the contract only if the principal has given him the order.

Art. A. Sales and Purchasing Commission/II. Duties of Commissionaire/2. Care of Goods

2. Care of Goods

1 When the goods shipped in the commission for sale are in a clearly defective condition, the commissionaire must safeguard the rights of appeal against the valet, declare the damage, provide the best for the Conservation of the thing and warn the principal without delay.

2 Otherwise, it responds to the harm caused by its negligence.

3 Where there is reason to fear that the goods shipped in the commission to be sold shall not deteriorate promptly, the commission shall have the right and, if the interest of the principal so requires, the obligation to sell them with the assistance of The competent authority of the place where they are located.

Article 428 A. Sales and Purchasing Commission/II. Commissionaire Obligations/3. Prizes fixed by the principal

3. Prizes fixed by the principal

1 The commissionaire who sold below the minimum fixed by the principal is obliged to him for the difference, if he proves that by selling it has preserved the principal of damage and that the circumstances have no longer allowed him to take his orders.

2 If it is in error, it must also repair all the damage caused by the failure to comply with the contract.

3 A commission agent who buys at a lower price or who sells more than the orders of the principal cannot benefit from the difference and must take account of the difference.

S. 429 A. Sales and Purchasing Commission/II. Duties of Commissionaire/4. Advances of funds and credits

4. Fund advances and credits

1 The commissionaire acts at his own risk if, without the consent of the principal, he credits or advances funds to a third party.

2 It may, however, sell for credit, if it is the use of trade in the place of sale and if the principal has not given him instructions to the contrary.

Art. 430 A. Sales and Purchasing Commission/II. Commissionaire Obligations/5. Ducroire

5. Ducroire

1 Except in the case in which he does credit without having the right, the commissionaire shall not respond to the payment, or the performance of the other obligations of those with whom he has dealt, whether he or she has vouched for it or whether it is the use of trade In the place where it is established.

2 The commissionaire who vouched for the one he deals with is entitled to a special provision (ducroire).

Art. 431 A. Sales and Purchasing Commission/III. Commissionaire's Rights/1. Reimbursement of advances and expenses

III. Commissionaire's Rights

1. Reimbursement of advances and expenses

1 The Commissionaire shall be entitled to reimbursement, with interest, of all costs, advances and disbursements made in the interest of the principal.

2 It may also include compensation for shopping and transportation costs, but not for the salary of its employees.

Art. 432 A. Sales and Purchasing Commission/III. Commissionaire's Rights/2. Provision/a. Right to claim

2. Provision

A. Right to claim

1 The provision is due to the commissionaire if the operation of which he was responsible has been carried out, or if the execution has been prevented by a cause attributable to the principal.

2 As for cases which have not been made for other causes, the commissionaire may only claim, for his actions, the compensation which is due according to the use of the place.

Article 433 A. Sales and Purchasing Commission/III. Commissionaire's Rights/2. Provision/b. Dexpiry; Commissionaire for Purchaser or Seller

B. Dexpiry; Commissionaire held for buyer or seller

1 The commissionaire shall lose any right to the provision if he or she has been guilty of acts of bad faith towards the principal, in particular if he has taken into account a price higher than that of the purchase or less than that of the sale.

2 Moreover, in the latter two cases, the principal has the right to hold the commissionaire himself for buyer or seller.

Art. A. Sales and Purchasing Commission/III. Commissionaire's Rights/3. Right of retention

3. Right of retention

The commissionaire has a right of retention on the things that form the subject of the contract, or on the price that has been achieved.

Article 435 A. Sales and Purchasing Commission/III. Commissionaire's Rights/4. Merchandising Auction

4. Merchandising Auction

1 If the goods have not been able to sell, or if the order of sale has been revoked by the principal and the latter is further slow to resume or dispose of them, the commissionaire may proceed with the sale at auction before the competent authority Where they are located.

2 When the principal is neither present nor represented on the spot, the sale may be ordered without having been heard.

3 A formal notice must be sent to it before, unless it is a matter of prompt depreciation.

Art. 436 A. Sales and Purchasing Commission/III. Commissionaire's Rights/5. Commissionaire buyer or seller/a. Price and provision

5. Commissionaire buyer or seller

A. Prices and allowances

1 The commissionaire responsible for buying or selling goods, foreign exchange effects or other securities listed on the stock exchange or on the market, may, unless otherwise ordered by the principal, deliver the same thing as the seller himself Buy, or keep as a buyer the one it was intended to sell.

2 In such cases, the commissionaire must account for the price after the award of the award or the contract at the time of carrying out the mandate and is entitled to both the regular allowance and the commission fees.

3 For the surplus, the transaction is deemed to be a sale.

Art. 437 A. Sales and Purchasing Commission/III. Commissionaire's Rights/5. Commissionaire buyer or seller/b. Alleged acceptance of the commissionaire

B. Alleged acceptance of the commissionaire

Where the commissionaire may be personally buyer or seller and he announces to the principal the execution of the mandate without appointing him a contractor, he shall be deemed to have assumed the obligations which would fall on the latter.

Art. A. Sales and Purchasing Commission/III. Commissionaire's Rights/5. Commissionaire buyer or seller/c. Due

C. Due

The commissionaire is no longer allowed to be personally buyer or seller, if the principal has revoked his order and the revocation has been received by the Commissionaire before the Commissioner has sent the notice of the execution of the mandate.

Art. 439 B. Shipper-Shipper

B. Shipper-Shipper

The freight forwarder or transport agent who, on a salary and on his own behalf, is responsible for shipping or reshipping goods on behalf of his or her principal, shall be treated as a commissionnaire, but shall be subject to the As regards the carriage of goods, the provisions governing the carpool.

Title sixteenth: Contract of carriage

Art. 440 Definition

Definition

1 The valet is the one who is responsible for carrying out the transport of things for a salary.

2 The terms of reference shall apply to the contract of carriage, except for the derogations resulting from this Title.

Art. 441 B. Effects of the contract/I. Shipper's obligations/1. Indications Required

B. Effects of the contract

I. Shipper's Obligations

1. Indications for

1 The sender must indicate exactly to the valet the address of the consignee and the place of delivery, the number, the mode of packaging, the weight and contents of the packages, the delivery time and the way to be followed for the transport, as well as the value Price objects.

2 The damage resulting from the absence or inaccuracy of such indications shall be borne by the consignor.

Art. 442 B. Effects of the contract/I. Obligations of the shipper/2. Packaging

2. Packaging

1 The consignor shall ensure that the goods are properly packed.

2 It responds to damage from non-apparent packaging defects.

3 The valet, on the other hand, is responsible for the damage resulting from apparent packaging defects, if it has accepted the goods without reservation.

S. 443 B. Effects of the contract/I. Shipper's obligations/3. Permission to dispose of shipped objects

3. Permission to dispose of shipped objects

1 The consignor has the right to withdraw the goods as long as they are in the hands of the valet, by compensating him for his disbursements and the damage caused by the withdrawal; however, this right cannot be exercised:

1.
When a consignment note was created by the consignor and given to the consignee by the valet;
2.
When the consignor has been issued a voucher by the valet and cannot be returned;
3.
When the valet sent a written notice of the arrival of the goods to the consignee, so that it would have to withdraw it;
4.
When the consignee, after the arrival of the goods at the place of destination, has requested the delivery.

2 In such cases, the valet is required to comply only with the instructions of the consignee; however, when the shipper has issued a receipt, the car pool is not bound by these instructions, before the arrival of the goods in the Place of destination, whether the receipt has been given to the recipient. 1


1 The contents of this paragraph correspond to the German and Italian texts. The French text of the RO contains a manifest translation error.

Art. 444 B. Effects of the contract/II. Valet's Obligations/1. Care of Goods/a. Procedure in case of prevention of delivery

II. Valet's Obligations

1. Care of Goods

A. Procedure in case of prevention of delivery

1 Where the goods are refused, or the costs and other claims against which the goods are paid are not paid, or where the consignee cannot be reached, the valet shall notify the consignor and shall temporarily retain the deposit or the Deposit in a third party, at the cost and risk of the shipper.

2 If the consignor or consignee does not dispose of the goods within a reasonable period of time, the valet can, in the same way as a commissionaire, sell it for the account of who is entitled, with the assistance of the competent authority of the place Where the thing is.

Article 445 B. Effects of the contract/II. Valet's Obligations/1. Care to be given to goods/b. Sale required

B. Sale required

1 If the good is exposed to a prompt deterioration or if its assumed value does not cover the costs to which it is charged, the valet shall, without delay, record it officially and may proceed with the sale of the goods as in the Case of prevention of delivery.

2 Interested parties will be informed, as far as possible, of the sale.

Art. 446 B. Effects of the contract/II. Valet's Obligations/1. Care to be given to goods/c. Warranty

C. Warranty

The valet, exercising the rights which are derived for him from the care to be given to the goods, safeguards the owner's best interests; in the event of fault, he is liable to damages.

S. 447 B. Effects of the contract/II. Carpool Liabilities/2. Responsibility for the Valet/a. Loss of goods

2. Carpool Liability

A. Loss of goods

1 If the goods perish or lose, the valet shall be of full value unless it proves that the loss or destruction results either from the very nature of the thing or from a fault attributable to the consignor or the consignee or the consignee. Instructions given by one of them, or circumstances that the precautions taken by a diligent valet would not have prevented.

2 It is considered to be a fault of the shipper that it failed to inform the valet of the particularly high value of the goods.

3 All agreements for damages above or below the full value of the goods are reserved.

S. 448 B. Effects of the contract/II. Valet Liabilities/2. Car Ret Liability/b. Delay, damage, partial destruction

B. Delay, damage, partial destruction

1 The valet is responsible, as in the case of loss and on the same reserves, for any damage resulting from the late delivery, damage, or the partial destruction of the goods.

2 In the absence of a special agreement, compensation may not exceed that which would be granted in the event of total loss.

Article 449 B. Effects of the contract/II. Valet obligations/2. Car pool liability/c. Responsibility for Intermediaries

C. Responsibility for Intermediaries

The valet responds to all accidents and errors committed during transport, whether it has carried out its own right to the destination, or that it has loaded another valet; in the latter case, its use against The one to which he gave the goods.

Art. 450 B. Effects of the contract/II. Valet's Obligations/3. Notification Required

3. Mandatory Notice

The valet is required to notify the consignee immediately after the arrival of the goods.

Art. 451 B. Effects of the contract/II. Valet's Obligations/4. Right of retention

4. Right of retention

1 Where the addressee disputes the claims for which the goods are subject, it may only require delivery if the disputed amount is recorded in court.

2 The amount recorded replaces the goods in respect of the right of retention belonging to the car pool.

Art. B. Effects of the contract/II. Carpool Obligations/5. End of liability action

5. End of liability action

1 The unreserved acceptance of the goods and the payment of the transport price shall extinguish any action against the valet, except in cases of dol or serious fault.

2 In addition, the carpool remains subject to non-apparent damage if the consignee finds them within the period of time when, according to the circumstances, the check could or had to be carried out, and if the consignee would notify the car pool immediately after the day of the recognition.

3 However, this notice must be given no later than eight days after delivery.

Art. B. Effects of the contract/II. Valet's Obligations/6. Procedure

6. Procedure

1 Whenever there is a dispute, the competent authority of the place where the goods are located may, at the request of one of the parties, order the deposit of the thing by third party or, if necessary, the sale, after having, in the latter case, noted The condition of the goods.

2 The sale may be prevented by the payment of all the claims of which the goods are allegedly encumbered, or by the recording of their amount.

Art. 454 B. Effects of the contract/II. Carpool Obligations/7. Limitation of action for damages

7. Limitation of action for damages

1 Actions for damages against the valet shall be prescribed by one year, in the event of destruction, loss or delay, the day on which the delivery should have taken place, and, in the event of damage, the day on which the goods were delivered to the Recipient.

2 The consignee and the shipper can always claim, by way of exception, their rights against the valet, provided that the claim is made in the year and that the action is not extinguished by the acceptance of the goods.

3 Are reserved the cases of dol or of serious fault of the valet car.

Art. 455 C. State transport undertakings or authorised by it

C. State transport undertakings or authorised by it

1 Transport undertakings whose exploitation is subject to the authorisation of the State, may not, by means of regulations or specific conventions, evade the application of the legal provisions in whole or in part in advance Concerning the liability of the valet.

2 However, the parties may agree to derogate from these rules to the extent permitted by this Title.

3 Special provisions for carriage by postal service providers, railways and steamboats are reserved. 1


1 New content according to the c. II of the annex to the PMQ of 17 Dec. 2010 on the post, in force since 1 Er Oct. 2012 ( RO 2012 4993 ; FF 2009 4649 ).

S. 456 D. Employment of a public transport undertaking

D. Employment of a public transport undertaking

1 A carpool or freight forwarder which uses a public undertaking to carry out the carriage of which it has loaded, or which cooperates with the execution of a transport by it accepted, shall be subject to the special provisions governing that transport Company.

2 It is reserved for all conventions to the contrary between the valet or the shipper-shipper and the principal.

3 This section is not applicable to truck drivers.

Article 457 E. Shipper-Shipper's Responsibility

E. Shipper-Shipper's Responsibility

The shipper-consignor who uses a public transport undertaking to execute his contract cannot decline his liability on the grounds that he has no recourse against the undertaking, if it is by his own fault that the action is lost.

Title seventeenth: Power of attorney and other commercial agents

S. 458 A. Power of Attorney/I. Definition; constitution of powers

A. Power of Attorney

I. Definition; constitution of powers

1 The proxy is the person who has received from the chief of a business house of a factory or other business operated in the commercial form, the express or implied authorization to manage his or her business and to sign by procura Used to sign the house.

2 The head of the house shall provide for the recording of the power of attorney in the register of commerce; however, he shall be bound, from the time of registration, by the acts of his representative.

3 In the case of other species of establishment or business, the proxy may only consist of a registration in the trade register.

Art. 459 A. Proxy/II. Scope of Power of Attorney

II. Scope of Power of Attorney

1 The power of attorney shall be deemed, in respect of bona fide third parties, to have the right to purchase foreign exchange commitments for the head of the house and to make, on behalf of the latter, all acts carried out by the purpose of the trade or enterprise.

2 A power of attorney may not dispose of or encumber any real property, if he or she has received the express authority.

Art. 460 A. Proxy/III. Restrictions

III. Restrictions

1 Power of attorney may be restricted to branch business.

2 It may be given to several persons at a time, provided that the signature of one of them obliges the principal only if the other persons contribute to the act in the prescribed manner (collective power of attorney).

3 Other restrictions of powers are not enforceable against third parties in good faith.

Art. 461 A. Proxy/IV. Withdrawing

IV. Withdrawing

1 The withdrawal of the power of attorney must be recorded in the trade register, even if there was no registration when the proxy was established.

2 The power of attorney shall remain in respect of third parties in good faith, as long as the withdrawal has not been recorded and published.

Article 462 B. Other Commercial Agents

B. Other Commercial Agents

1 The trade representative is the person who, without the power of attorney, is responsible for representing the chief of a trading house, factory or other business operated in the commercial form, or for all The business of the business, or for certain specified transactions; its powers extend to all acts normally carried out by that undertaking or operations.

2 However, the trade representative may not take up foreign exchange commitments, borrow or plead, except under the express powers.

Art. 463 1 C. ...

C. ...


1 Repealed by c. II art. 6 hp. 1 of the PMQ of 25 June 1971, with effect from 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Art. D. Prohibition of competition

D. Prohibition of competition

1 The power of attorney and the commercial representative who is in the direction of the whole enterprise or who is in the service of the head of the house shall not, without the authorization of the latter, make for their personal account or on behalf of one third of the Operations returning to the business of the institution.

2 If they contravene this provision, the head of the house shall have an action for damages against them and may take account of such operations.

Art. E. End of Power of Attorney and Other Trade Warrants

E. End of Power of Attorney and Other Trade Warrants

1 Power of attorney and the trade mandate shall be revocable at all times, without prejudice to the rights which may arise from the individual contract of employment, the company contract, the mandate or other legal relations between the parties. 1

2 The death of the head of the house or the loss of the exercise of his civil rights shall not end either the power of attorney or the trade mandate.


1 New content according to the c. II art. 1 ch. 11 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Title eighteenth: From subpoena

Art. 466 Definition

Definition

Assignment is a contract by which the assignment is authorized to give to the assignor, on behalf of the assignor, a sum of money, securities or other fungible things, that the assignee has a mandate to collect on his or her own behalf.

Article 467 B. Effects of the contract/I. Relationship between the assignor and the assignee

B. Effects of the contract

I. Relationship between the assignor and the assignee

1 Where the purpose of the assignment is to extinguish a debt incurred by the assignor to the assignee, that debt shall be extinguished only by the payment of the assignment.

2 However, the creditor who accepted the assignment may not re-assert his claim against the assignor unless, having applied for payment to the assignment, he could not obtain it upon expiry of the term fixed in the assignment.

3 A creditor who receives a summons from the debtor must, if he or she intends not to accept it, prevent the debtor without delay, in pain of damages.

Art. 468 B. Effects of the contract/II. Obligations of the assigned

II. Obligations of the assigned

1 The assigned person who has notified his or her acceptance to the subpoena without making reservations, shall be obliged to pay it and shall not object only to the exceptions resulting from their personal reports or the contents of the subpoena, to the exclusion of those arising from Its relations with the assignor.

2 If the assignee is a debtor of the assignor, he or she is liable to pay the assignor up to the amount of his or her debt, when such payment is no more onerous than that which he would make to the assignor.

3 Even in this case, he is not obliged to declare his acceptance prior to payment, if the contrary has not been agreed between him and the assignor.

Art. 469 B. Effects of the contract/III. Default Notice of Payment

III. Default Notice of Payment

If the assigned person refuses the payment requested by the assignor, or if he declares in advance that he will not pay, he or she shall promptly notify the assignor, in pain of damages.

Art. C. Revocation

C. Revocation

1 The subpoena may still revoke the assignment in respect of the subpoena, unless it has been issued in the interests of the subpoena and, in particular, to pay a debt owed to him.

2 It may revoke it, in respect of the assignment, until it has notified its acceptance to the assignee.

2bis If the rules of a payment system do not provide otherwise, the assignment in the traffic of non-cash payments shall be irrevocable as soon as the amount of the transfer is debited from the account of the assignor. 1

3 The bankruptcy of the subpoena supersede the subpoena that has not yet been accepted.


1 Introduced by ch. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Oct. 2009 ( RO 2009 3577 ; FF 2006 8817 ).

Art. 471 D. Assignment of Values and Values

D. Assignment of Values and Values

1 The subpoena to the bearer shall be governed by the provisions of this Title, any bearer who has in respect of the assignment as a subpoena, and the rights that arise between the subpoena and the assignor only between Each transferor and its transferee.

2 The special provisions concerning the cheque and the subpoenas analogous to foreign exchange effects shall be reserved.

Part Nineteenth: From Depot

Art. A. Filing in general/I. Definition

A. Filing in general

Definition

1 The deposit is a contract by which the depositary obliges the depositor to receive a security that the depository has entrusted to him and to keep it in a safe place.

2 The depositary may require remuneration only if it has been expressly stipulated, or if, having regard to the circumstances, it had to expect to be remunerated.

Art. A. Filing in general/II. Obligations of the applicant

II. Obligations of the applicant

1 The depositor must reimburse the depositary for the expenses incurred by the performance of the contract.

2 It is required to indemnify the depositary for the damage caused by the deposit, unless it proves that the damage occurred without any fault on its part.

Art. 474 A. Filing in general/III. Obligations of the depositary/1. Defence to use the deposited thing

III. Obligations of the depositary

1. Defence to use the deposited thing

1 The depositary cannot use the thing without the applicant's permission.

2 If he infringes this rule, he must pay the applicant a fair compensation, and he also responds to the fortuitous case, unless he proves that the thing would have been achieved as well if he had not used it.

Art. 475 A. Filing in general/III. Obligations of the depositary/2. Restitution/a. Rights of the applicant

2. Check-in

A. Rights of the applicant

1 The applicant may, at any time, claim the thing deposited, with its increments, even if a term has been fixed for the duration of the deposit.

2 It is nevertheless required to reimburse the depositary for the costs incurred by it in respect of the agreed term.

Art. 476 A. Filing in general/III. Obligations of the depositary/2. Restitution/b. Rights of the depositary

B. Rights of the depositary

1 The depositary cannot make the deposit before the fixed term, unless unforeseen circumstances place it out of order to keep it for longer without danger to the thing or without prejudice for itself.

2 In the absence of a fixed term, he may return at any time.

Art. 477 A. Filing in general/III. Obligations of the depositary/2. Restitution/c. Place of restitution

C. Place of restitution

The refund takes place at the expense and risk of the applicant, in the place where the thing had to be kept.

Art. 478 A. Filing in general/III. Obligations of the depositary/3. Responsibility for Deposit Received Jointly

3. Responsibility for filing received jointly

Those who have jointly received a deposit are jointly and severally liable.

Art. 479 A. Filing in general/III. Obligations of the depositary/4. Rights of property claimed by third parties

4. Property rights claimed by third parties

1 If a third party claims to be the owner of the deposited thing, the depositary is nevertheless bound to return it to the applicant, as long as it has not been judicially entered or the third party has failed to file a claim for it.

2 In the case of seizure or claim, the depositary shall immediately notify the applicant.

Art. 480 A. Filing in general/IV. Sequestrian

IV. Sequestrian

Where two or more persons deposit in the hands of a third party, with a view to safeguarding their rights, a thing of which the legal condition is at issue or uncertain, the depositary or receiver may return it only from the consent of all The persons concerned, or on an order of the judge.

Article 481 B. Irregular deposit

B. Irregular deposit

1 If it was expressly or tacitly agreed that the depository of a sum of money would be required to return, not the same species, but only the same amount, it has the profits and the risks.

2 A tacit agreement is presumed, in the sense indicated, if the sum has been unsealed and not closed.

3 Where the deposit consists of other fungible matters or securities, the depositary shall have the right to dispose of it only if expressly authorized by the depositor.

Art. 482 C. Warehouse contract/I. Right to issue securities

C. From the warehouse contract

I. Right to issue securities

1 A warehousekeeper who publicly offers to receive goods on deposit may require the competent authority to issue securities representative of the warehoused goods.

2 These securities are value paper to require the delivery of the warehoused goods.

3 They may be nominative, orderly or bearer.

Art. 483 C. Warehouse contract/II. Custody of the warehousekeeper

II. Custody of the warehousekeeper

1 The warehousekeeper is required to provide the same care as a commissionaire in the custody of the goods.

2 It shall, where possible, notify the applicant where changes to the subject matter appear to require further action.

3 It must allow it to observe the condition of the goods, and to carry out tests during the time devoted to the cases, and to take the necessary provisional measures at all times.

Article 484 C. Warehouse contract/III. Mixture of stored things

III. Mixture of stored things

1 Storymen may not mix fungible things with others of the same species and quality only if that right has been expressly conferred upon it.

2 Any applicant may claim, on such mixed matters, a proportionate share of his rights.

3 The depositor may then assign the applicant's share without the assistance of others.

S. 485 C. Warehouse contract/IV. Rights of warehousekeeper

IV. Rights of warehousekeeper

1 The warehousekeeper is entitled to the agreed or customary warehouse tax, as well as to the reimbursement of all expenses that were not caused by the actual custody of the goods (transportation, customs, maintenance).

2 These expenses must be repaid without delay; the warehouse tax is payable after each quarter and, in all cases, the total or partial resumption of the goods.

3 The claims of the warehousekeeper are guaranteed by a lien on the goods, as long as they are in possession of the goods or may dispose of them by means of the title that represents them.

Art. 486 C. From the warehouse contract/V. Return of goods

Return of goods

1 The warehousekeeper shall be required to return the goods as in the case of an ordinary deposit, but shall keep them until the expiration of the agreed time, even in circumstances where a depositary is authorized to make restitution of the goods Anticipated due to unexpected events.

2 Where a representative title of the goods has been issued, the warehousekeeper shall not be permitted or required to make it only to the creditor who is legitimised by that title.

Art. 487 D. Hotel hotels/I. hotel liability/1. Conditions and Scope

D. Hostellerie Depot

I. Liability of hoteliers

1. Conditions and Scope

1 The innkeepers or hotel owners are responsible for any deterioration, destruction or subtraction of the effects of travellers staying at home, unless they prove that the damage is attributable to the traveler himself, to persons Who visit it, accompany it or are at its service, or result either from a force majeure event or from the nature of the thing deposited.

2 However, liability as a result of the effects shall be limited to the sum of 1000 francs for each traveller, if no fault can be attributed to the hotel operator or to his staff.

Art. 488 D. Hotel lodging/I. hotel manager liability/2. Price objects

2. Price Objects

1 When price objects, sums of money of a certain importance or securities have not been entrusted to the hotel operator, the hotel operator answers only in the event of a mistake committed by him or his staff.

2 If it has received or refused the deposit, it shall be held without limitation of its liability.

3 In the case of objects or values which the traveller must be able to store by-devers, the hotel operator responds as other effects of the traveller.

Article 489 D. Hotel hotels/I. hotel liability/3. End of Liability

3. End of Liability

1 The rights of the passenger are extinguished, if he does not report to the hotel the injured person immediately after discovering it.

2 The hotel operator cannot relieve itself of liability by declaring, by notices posted in its establishment, that it intends to decline it or to make it conditional on conditions not specified by law.

Art. 490 D. Hotel hotels/II. Responsibility of those who hold public stables

II. Responsibility of those who hold public stables

1 Those holding public stables are responsible for any deterioration, destruction or subtraction of the animals and cars, as well as harnesses and other accessories made at home, or received either by them or by their staff, if they do not Prove that the damage is attributable to the applicant, to persons who visit him, accompany him or are to his service, or that he results either from an event of force majeure or from the nature of the thing deposited.

2 However, liability for animals and cars, as well as accessories received, is restricted to the sum of 1000 francs for each applicant, if no fault can be attributed to the other party or to his staff.

Art. 491 D. Hotel lodging/III. Right of retention

III. Right of retention

1 The innkeepers, the hoteliers and those who hold public stables have, on the things done or remised at home, a right of retention as a guarantee of their claims for hotel and care expenses.

2 The rules concerning the lessor's right of retention shall apply mutatis mutandis.

Title 20: Surety bond 7

Art. 492 A. Conditions/I. Definition

A. Conditions

Definition

1 The bond is a contract by which a person commits to the creditor to secure payment of the debt incurred by the debtor.

2 The bond can only exist on a valid obligation. A future or conditional obligation can be guaranteed in the event that it comes into effect.

3 Any person who declares to guarantee the debt resulting from a contract which, by reason of error or incapacity, does not oblige the debtor to comply with the conditions and according to the principles applicable to surety if he knew, at the time when he Was engaged, the vice whose contract was tainted. The same rule applies to that which undertakes to guarantee the execution of a prescribed debt for the debtor.

4 Unless the contrary is apparent from the law, the guarantor may not give up in advance the rights conferred on him in this Title.

Article 493 A. Conditions/II. Shape

II. Shape

1 The validity of the bond is subject to the written statement of the surety and to the numerical indication in the act itself of the total amount to which the bond is held.

2 Where the guarantor is a natural person, the statement of guarantee must also be in the authentic form in accordance with the rules in force at the place where the act is drawn up. If the guarantee does not exceed the sum of 2000 francs, it is sufficient for the surety to write its hand, in the act itself, the amount to which it is held, and, where appropriate, that it undertakes as a joint and several guarantor.

3 For bonds of public debt owed to the Confederation or its institutions of public law or to a canton, such as customs duties, taxes and other similar rights, and for transport bonds, it is sufficient In all cases of the written declaration of the guarantor and the numerical indication, in the act itself, of the total amount to which it is held.

4 If the sum guaranteed is split in order to evade the authentic form, the prescribed form for the total amount must be observed.

5 For subsequent amendments to the bond, except for the increase in the amount and the conversion of a single bond into a joint and several bond, the written form is sufficient. Where the debt is taken over by a third party and the debtor is released from that fact, the bond shall lapse unless the surety has consented in writing to that recovery.

6 The following shall be subject to the same terms and conditions as the guarantee of the special authority to endorse and the promise to endorse the other party or a third party. The parties may agree, by observing the written form, to limit the liability of the surety to the portion of the debt that will be amortized to the first.

7 The Federal Council may limit the amount of emoluments due for the authentic act.

Art. 494 A. Conditions/III. Spouse Consent

III. Spouse Consent

1 A married person may validly do so only with the written consent of his or her particular spouse in advance or at the latest in the present case, unless the spouses are separated from the body by judgment.

2 ... 1

3 For subsequent amendments to a bond, the consent of the spouse is necessary only if the total amount is to be increased or a simple bond transformed into a joint bond or if the change has the effect of Significantly reduce security rights.

4 This Article shall apply mutatis mutandis to registered partners. 2


1 Repealed by c. I of the LF of 17 June 2005 (Bond. Spouse's consent), with effect from 1 Er Dec. 2005 ( RO 2005 5097 ; FF 2004 4647 4657)
2 New content according to the c. 11 of the annex to the PMQ of 18 June 2004 on the partnership, in force since 1 Er Jan 2007 ( RO 2005 5685 ; FF 2003 1192 )

Art. 495 B. Purpose/I. Specifications of the various surety species/1. Simple Bond

B. Purpose

I. Features of the various surety species

1. Simple Bond

1 The creditor may require payment of the simple surety only if, after the creditor has engaged, the debtor has been declared bankrupt or has been granted a stay or has been, on the part of the creditor, who has observed the due diligence, the object Proceedings leading to the issuance of an act of default of final property or transferred his domicile abroad and can no longer be sought in Switzerland or because of the transfer of his domicile from one foreign state to another The exercise of the creditor's right is substantially impeded.

2 Where the claim is secured by guarantees, the simple surety may require that the creditor first pay on them, unless the debtor is bankrupt or has obtained a reprieve.

3 Where the surety has committed itself only to reimburse the creditor for the amount of its loss, it may be sought only if a final act of default has been issued against the debtor or if the debtor has transferred his domicile abroad or If, as a result of the transfer of his domicile from one foreign State to another, the exercise of the creditor's right is substantially impeded. Where a concordat has been entered into, the surety may be sought immediately after its entry into force for the portion of the debt.

4 The conventions are reserved for the contrary.

Article 496 B. Purpose/I. Specifications of the various surety bonds/2. Solidarity bond

2. Solidarity bond

1 If the surety binds the debtor by taking the qualifying bond or any other equivalent, the creditor may sue the debtor before seeking the debtor and making his or her real estate contracts, provided that the debtor is in fact Delay in the payment of his debt and that he has been summoned in vain to pay or that his insolvency is well known.

2 The creditor may not sue the surety until he has made his pledges on the furniture and debts only to the extent that, according to the judgment of the judge, those pledges probably no longer cover the debt, or whether it has been so agreed or if the Debtor is bankrupt or has obtained a reprieve.

Article 497 B. Purpose/I. Specifications of the various surety species/3. Joint Bond

3. Joint Bond

1 When several persons have jointly guaranteed the same divisible debt, each of them is required as a simple deposit and as a guarantor for the share of the others.

2 If the bonds have been forced as solidary bonds, either with the debtor or between them, each of them meets the entire debt. A guarantor may, however, refuse to pay beyond his or her share, as long as the prosecution has not been instituted against all the bonds which have committed jointly with it, before or at the same time, and which may be sought in Switzerland for That debt. It may exercise the same right as long as other sureties have paid their share or provided real security rights. Unless otherwise agreed, the surety that has paid has a right of appeal against the others to the extent that each of them has not already paid its share. This right may be exercised prior to the action against the debtor.

3 If the creditor knew or could have known that the surety was committed on the assumption that the same debt would be secured by other surety bonds, the surety is released if that assumption is not true or if, in the future, one of the surety bonds is Unbound by the creditor or if its undertaking is declared void. In the latter case, the judge may confine himself, if fairness requires, to properly mitigate the liability of the surety.

4 When several people, independently of each other, have the same debt, each of them answers the whole sum. The one who pays, however, has, unless otherwise agreed, a right of appeal against the others for their shares and portions.

Article 498 B. Purpose/I. Specifications of the various surety species/4. Surety and Bail Certifier

4. Surety and Surety Certifier

1 The guarantor, who guarantees to the creditor the commitment of the surety, shall, together with the guarantor, be held in the same manner as a simple surety with the debtor.

2 The surety is the guarantor of the surety which paid the appeal against the debtor.

S. 499 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/a. Scope of liability

II. Common provisions

1. Relationship between the Surety and the Creditor

A. Scope of responsibility

1 The surety is, in all cases, held only up to the total amount indicated in the act of surety.

2 In this limit, it shall be held, unless otherwise agreed:

1.
The amount of the debt, as well as the legal consequences of the debtor's fault or the debtor's home. It does not, however, respond to the damage resulting from the lapse of the contract and incur a conventional penalty only if it has been expressly agreed;
2.
The costs of the prosecution and proceedings brought against the debtor, provided that it has been, in due time, able to prevent the debtor from disengaging the creditor, as well as, where appropriate, the costs incurred by the furnishing of the contract and the Transfer of security rights;
3.
Conventional interest to the current interest for the year and accrued interest of a year; and, where applicable, the current annuity and an expired annuity.

3 Unless the contrary is the result of the contract or the circumstances, the surety only responds to the obligations of the debtor who are subsequent to the subscription of the bond.

Art. 500 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/b. Legal Collateral Reduction

B. Legal reduction of security

1 Where the surety is a natural person, the total amount for which it is held shall be reduced each year, unless otherwise agreed at the outset or subsequently, by 3 %, and, if the claim is secured by a guarantee of immovable property, by 1 %. In all cases, the amount held by the natural person decreases at least in the same proportion as the debt.

2 The exception is debt obligations under public law to the Confederation or its public law institutions or to a canton, such as customs duties, taxes and other similar rights, and transport bonds, as well as Public officer and employee suretyships and bonds of variable amounts, such as current accounts and sales contracts through successive deliveries, and periodic benefits.

Art. 501 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/c. Continued Surety

C. Continued security

1 The surety cannot be forced to pay before the term fixed for the payment of the debt, even if the liability is advanced as a result of the debtor's bankruptcy.

2 Whatever the nature of the bond, the surety may, by providing real security rights, request the judge to suspend the action against it until all the pledges have been made and an act of default of property Has been issued against the debtor, or a concordat has been entered into.

3 If the chargeability of the debt is subject to a prior warning by the creditor or the debtor, the time limit for the surety shall be limited to the day on which the warning is served.

4 If the debtor is domiciled abroad and is unable to comply or can only partially fulfil the requirements of the foreign law, for example in relation to traffic in compensation or prohibition of Transfer of foreign currency, the guarantor domiciled in Switzerland may also invoke this law, unless it has waived it.

Art. 502 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/d. Exceptions

D. Exceptions

1 The guarantor has the right and the obligation to object to the creditor all the exceptions that belong to the debtor or his heirs and which do not result from the insolvency of the debtor. A debt that does not require the debtor as a result of an error or inability to contract or a prescribed debt is reserved.

2 If the debtor waives an exception, the surety may nevertheless oppose it to the creditor.

3 The guarantor who fails to object to the debtor's exceptions is deprived of his right of appeal as they would have paid him to pay, if it proves that he did not know it without his own fault.

4 The guarantor who is committed to guaranteeing a debt resulting from a game or a bet can have the same exceptions as the debtor, even if it knew the nature of the debt.

Art. B. Purpose/II. Common Provisions/1. Relationship between Surety and Creditor/e. Duty of due diligence of the creditor; remitting of wages and securities

E. Due Diligence of Creditor; Remission of Tokens and Securities

1 Where the creditor declines to the detriment of the guarantor of the rights of pledge, security rights and preference rights existing in the bond or obtained later from the debtor for the special guarantee of the debt, the liability of the guarantor shall be reduced Of a corresponding sum, unless there is evidence that the damage is less. The duplicate action of the overpayment is reserved.

2 The creditor is also liable to the surety of public officers and officials when he failed to supervise the worker on the supervision to which he was held or the due diligence of him, and that the debt is Born of this leader or increased in proportions that she did not have. 1

3 The creditor shall be required to furnish to the guarantor who pays the securities which may help him to exercise his rights and to give him the necessary information. It must also provide the debtor with the guarantees and other security rights existing at the time of the bond or subsequently established by the debtor specifically for the debt or complete the formalities prescribed for their transfer. The rights of pledge and retention that belong to the creditor for other claims are reserved, as they are preferable to those of the guarantor.

4 If the creditor improperly refuses to execute or has divested himself in bad faith or by gross negligence of the existing evidence or of the guarantees and other security of which he is responsible, the guarantor shall be released. It may require the return of what it has paid and compensation for the additional damage.


1 New content according to the c. II art. 1 ch. 12 of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. End. And trans. Tit. X at the end of the text.

Article 504 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/f. Right to charge payment

F. Right to charge payment

1 As soon as the debt is due, even as a result of the debtor's bankruptcy, the surety may at any time request the creditor to accept the payment. If the debt is secured by more than one person, the creditor is required to accept even a partial payment, provided that the payment represents at least the share of the bond offering the debt.

2 If the creditor refuses to accept the payment, the surety is released. The liability for solidary bonds is reduced by the amount on its part.

3 If the creditor consents, the surety may disinterest him even before the debt is due. However, it cannot exercise its right of appeal against the debtor before the debt is payable.

Article 505 B. Purpose/II. Common Provisions/1. Relationship between the surety and the creditor/g. Creditor's notice and intervention in the debtor's bankruptcy and concordat

G. Creditor's notice and intervention in the debtor's bankruptcy and concordat

1 When the debtor is six months late for a capital payment or for the interest of a semester or annual amortization, the obligee must notify the surety. At all times, on request, it must provide information on the state of the debt.

2 If the debtor is declared bankrupt or requests a concordat, the creditor is required to file his claim and to do whatever may be required of him to safeguard the rights. He must bring the bankruptcy and the suspended stay to the knowledge of the surety as soon as he is informed accordingly.

3 If the creditor fails to comply with one of those formalities, the creditor shall lose its rights against the surety in competition with the damage resulting from that omission.

Article 506 B. Purpose/II. Common provisions/2. Relationship between the surety and the debtor/a. Right to security and release

2. Relationship between the surety and the debtor

A. Right to security and release

The surety may request security from the debtor and, if the debt is due, claim his or her discharge:

1.
Where the debtor is in breach of its commitments to the debtor, including its promise to release the debtor within a specified period;
2.
When it is still or can be sought only under substantially more difficult conditions because it has transferred its domicile to another State;
3.
Where, due to the loss of the security, or the decrease in the value of the security, or a mistake made by the security, the guarantor is at substantially greater risk than at the time when the security was incurred.
Art. B. Purpose/II. Common provisions/2. Relationship between the guarantor and the debtor/aa. In general

B. Right of appeal of the surety

Aa. In general

1 The surety is subrogated to the rights of the creditor in competition with what it paid to it. It can exercise them as soon as the debt is due.

2 Unless otherwise agreed, it shall, however, acquire the security rights and other security rights that guarantee the receivable only if they existed at the time of the bond or were subsequently set up by the debtor specifically for that debt. If the surety, having paid partial payment, is subrogated only to part of a lien, the remaining party to the creditor is preferable to that of the surety.

3 However, the actions and exceptions which derive from the legal relationship between the guarantor and the debtor are reserved.

4 Where a pledge guaranteeing a claim is made or the owner voluntarily makes the payment, the payment may be brought against the surety only if it has been so agreed between it and the guarantor or if the pledge has been made Subsequently by a third party.

5 The limitation of the right of appeal of the surety is as soon as it has disinterested the creditor.

6 The surety has no right of appeal against the debtor when it has paid a debt that does not give rise to any legal action or does not bind the debtor as a result of error or inability to contract. However, if it has secured a debt prescribed by the debtor's mandate, the debtor responds to it in accordance with the rules of the mandate.

Art. 508 B. Purpose/II. Common provisions/2. Relationship between the guarantor and the debtor/bb. Notice of payment made by the guarantor

Bb. Notice of payment made by the guarantor

1 The guarantor who pays the debt in whole or in part must inform the debtor.

2 It loses its right of appeal if it fails to make that communication and the debtor has paid for a second time because it did not know and could ignore the payment.

3 The action resulting from the illegitimate enrichment of the creditor is reserved.

Art. 509 C. End of bond/I. Under the law

C. End of bond

I. Under the Act

1 The bond is released as soon as the principal debt is extinguished for any reason.

2 If the quality of the debtor and the surety are in the same person, the creditor retains the particular benefits resulting from the bond.

3 Any guarantee given by a natural person shall expire at the end of the twenty-year period from its conclusion. The exception is debt obligations under public law to the Confederation or its public law institutions or to a canton, such as customs duties, taxes and other similar rights, and transport bonds, as well as Public officer and employee suretyships and periodic benefit bonds.

4 During the last year of this period, the surety may be sought even if it has committed itself for a longer period, unless it has previously extended the bond or has replaced it with a new one.

5 The extension may be made by written statement of the guarantor for a new period of up to ten years. However, this declaration must be given one year before the end of the bond.

6 If the debt is payable less than two years before the end of the bond and the creditor has not been able to denounce it before that term, the surety may, regardless of the nature of the bond, be sought without the debtor or the guarantees being Previously used. On the other hand, the guarantor may exercise his right of appeal against the debtor before the liability of the debt.

Art. 510 C. End of bond/II. Bond for a specified time; termination

II. Bond for a specified time; termination

1 The guarantor who secured a future debt may, as long as the debt has not been incurred, revoke the bond at any time by a written declaration to the creditor, where the financial situation of the debtor has significantly worsened since the The day on which the complaint is made or when it subsequently turns out that the situation is significantly worse than it had admitted in good faith. The bond of public officers or employees can no longer be revoked when the appointment or undertaking is made.

2 The surety is required to repair the resulting damage to the creditor as a result of relying on the bond.

3 A guarantor who has committed only for a specified period of time shall be released, if the creditor does not legally pursue the enforcement of his rights within four weeks after the expiration of that time and if he continues to prosecute without Noticeable interruption.

4 If the debt is not payable at that time, the security can only be released by providing real security rights.

5 In the event that it does not do so, it remains bound, subject to the provisions on the maximum duration of the bond, as if that commitment had been agreed up to the liability of the debt.

Art. 511 C. End of bond/III. Bond for undetermined time

III. Bond for undetermined time

1 If the bond has been given for an indefinite period of time, the surety may, in so far as it is sought only under those conditions, apply to the maturity of the debt that, within the four-week period, the creditor legally pursues the execution Of its rights, introduce the pursuit of the guarantees which could exist and continue the proceedings without any significant interruption.

2 In the case of a debt, the liability of which may be determined by a warning by the creditor, the surety has the right, one year after it has committed itself to the creditor, to demand that it give that warning and that the debt is Has become due, it legally pursues the enforcement of its rights as stated above.

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

S. 512 C. End of bond/IV. Public Officers and Employee Cautions

IV. Public Officers and Employee Cautions

1 A public officer's bond may, if it is of indeterminate duration, be terminated at the end of each warning appointment period given one year in advance.

2 In the case of a public office which is not granted for a fixed period, the bond may, by warning given one year in advance, be denounced for the end of each four-year period counted from the entry into office.

3 In the guarantee of indeterminate employees, the surety has the same right of denunciation as if it were public officers.

4 The conventions are reserved for the contrary.

Title Twenty-first: Game and betting

Art. 513 A. Inadmissibility of legal action

A. Inadmissibility of legal action

1 The game and the bet do not give any right of claim.

2 The same shall apply to advances or loans made knowingly for the purpose of a game or a bet, as well as differential markets and other futures markets on commodity or stock exchange values when they offer the characters of the game or bet.

Article 514 B. Recognition of debt and voluntary payment

B. Recognition of debt and voluntary payment

1 No person shall be entitled to claim a debt recognition or an exchange effect entered into by the author of the game or bet, even if he had transferred to a third party the title which establishes his obligation; remains reserved for the rights of the securities Give third parties good faith.

2 There shall be no repetition of voluntary payments only if the regular performance of the game or betting has been prevented by a fortuitous event, by the other party, or if the other party has been guilty of unfair manoeuvres.

Article 515 C. Lotteries and drawing lots

C. Lotteries and drawing lots

1 Lotteries and drawing of lots shall give a right of claim only if it has been permitted by the competent authority.

2 In the absence of authorisation, the rules on gambling debts are applicable.

3 Lotteries or lotteries authorised abroad shall not enjoy the protection of the law in Switzerland unless the competent authority has permitted the sale of the tickets.

Article 515 A 1 D. Game in playhouses, gambling loans

D. Game in playhouses, gambling loans

Games of chance in gambling houses give a right of credence to the extent that they have taken place in a playhouse authorized by the competent authority.


1 Introduced by ch. 5 of the annex to the LF of 18 Dec. 1998 on gambling houses, in force since 1 Er April 2000 ( RO 2000 677 ; FF 1997 III 137).

Title Twenty-second: Life annuity and life maintenance contract

Art. 516 A. Life annuity/I. Its purpose

A. Life Annuity

I. Its purpose

1 The life annuity may be set up on the head of the creditor, the debtor or a third party.

2 In the absence of a specific stipulation, it is presumed to be constituted on the head of the creditor.

3 An annuity on the head of the debtor or on that of a third party, unless otherwise agreed, shall be transferred to the heirs of the creditor.

S. 517 A. Life Annuity/II. Written form

II. Written form

The life annuity contract is only valid if it has been made in the written form.

Article 518 A. Life Annuity/III. Creditor Rights/1. Exercise of the law

III. Creditor Rights

1. Exercise of the law

1 The life annuity is, unless otherwise agreed, payable per semester and in advance.

2 If the person on whom the person is appointed dies before the end of the period for which the annuity is payable in advance, the debtor must complete the entire term.

3 If the debtor goes bankrupt, the creditor may assert his or her rights by claiming capital equivalent to that which, at the time of the opening of the bankruptcy, would require the creation of an equal annuity with a serious pension fund.

Article 519 A. Life Annuity/III. Creditor Rights/2. Cessibility

2. Transferability 1

1 The creditor may assign his or her rights, unless otherwise agreed.

2 ... 2


1 New content according to the c. 6 of the annex to the LF of 16 Dec. 1994, in force since 1 Er Jan 1997 (RO) 1995 1227 1309; FF 1991 III 1).
2 Repealed by c. 6 of the annex to the LF of 16 Dec. 1994, with effect from 1 Er Jan 1997 (RO) 1995 1227; FF 1991 III 1).

Art. A. Life Annuity/IV. Retirement Annuities subject to the Insurance Contract Act

IV. Retirement Annuities subject to the Insurance Contract Act

The above provisions do not apply to life annuity contracts subject to the Federal Act of 2 April 1908 on the insurance contract 1 ; subject, however, to what is prescribed for the exemption of the annuity.


Article 521 B. Life Maintenance Contract/I. Definition

B. Life Maintenance Contract

Definition

1 The life maintenance contract is the one by which one of the parties obliges the other to transfer him or her a heritage or certain property, against the undertaking to maintain it and to treat it for his or her life.

2 If the debtor is instituted as an heir to the creditor, the contract is governed by the provisions relating to the succession pact.

Art. 522 B. Life Maintenance Contract/II. Conditions/1. Shape

II. Conditions

1. Shape

1 The life maintenance contract must be received in the form of the estate pacts, even if it does not involve an institution of heir.

2 The form in private form is sufficient, however, where the contract is concluded with an asylum recognised by the State and the conditions laid down by the competent authority.

Art. 523 B. Life Maintenance Contract/II. Conditions/2. Security Interests

2. Security Interests

A creditor who gives to the other party a building retains a legal mortgage in the same way as a vendor for the security of his or her rights.

Art. 524 B. Life Maintenance Contract/III. Contract Object

III. Contract Object

1 The creditor lives in the household of the debtor; the debtor owes the debtor the benefits that the value of the property received and the creditor's previous social condition fairly permit.

2 The debtor is, in particular, required to provide the creditor with adequate food and accommodation; in the event of illness, the debtor must provide the creditor with the necessary care and assistance from the physician.

3 The asiles based on the life maintenance of their residents may determine these benefits in a manner that is mandatory for all, in regulations approved by the competent authority.

Art. 525 B. Life Maintenance Contract/IV. Invalidity and reduction

IV. Invalidity and reduction

1 A life maintenance contract may be attacked by the persons to whom the creditor is legally bound to food, when that contract has stripped him of the means to fulfil his duty of assistance to them.

2 The judge may, instead of cancelling the contract, oblige the debtor to provide food to the right holders, except to charge those benefits on those payable to the creditor.

3 In addition, the action is reserved for the reduction of the heirs and the revocatory action of the creditors.

Art. 526 B. Life Maintenance Contract/V. Extinction/1. Denunciation

Extinction

1. Denunciation

1 The life maintenance contract may be terminated at any time six months in advance by either party, where their conventional benefits are of substantially unequal value, and that of the parties receiving the most Prove that the other intended to make a liberality.

2 In this respect, account must be taken of the allowable proportion between the capital and the life annuity by a serious pension fund.

3 The benefits made at the time of termination shall be returned, except in compensation between them for their value in capital and interest.

Art. 527 B. Life Maintenance Contract/V. Extinction/2. Unilateral Termination

2. Unilateral Termination

1 Each party is authorized to terminate the contract unilaterally, where the continuation of the contract has become intolerable because of a breach of the charges imposed, or where other fair grounds render the continuation impossible or Expensive to excess.

2 If the contract is cancelled for one of these reasons, the party who is in fault must, in addition to the return of what has been received, a fair compensation to that which has not committed any fault.

3 Instead of cancelling the contract, the judge may, at the request of one of the parties or ex officio, declare the cessation of life in common and allocate to the creditor a life annuity as compensation.

Art. 528 B. Life Maintenance Contract/V. Extinction/3. Termination in case of death of the debtor

3. Termination in case of death of the debtor

1 Upon the death of the debtor, the creditor may request the termination of the contract within one year.

2 In this case, it has the right to claim against the heirs a claim equal to that which it would be entitled to produce in the bankruptcy of the debtor.

Art. 529 B. Life Maintenance Contract/VI. Intransferability and realization in the event of bankruptcy or seizure

VI. Intransferability and realization in the event of bankruptcy or seizure

1 The rights of the creditor are not transferable.

2 It may, in the event of the debtor's bankruptcy, intervene in respect of a debt equal to the capital which would be necessary for the incorporation of a life annuity in the form of a life annuity representing the value of the benefits payable to it.

3 The creditor may, in order to safeguard the debt, participate in a seizure against the debtor without prior action.

Title Twenty-third: From simple society

Art. 530 Definition

Definition

1 A corporation is a contract by which two or more persons agree to pool their efforts or resources to achieve a common purpose.

2 A corporation is a simple corporation, within the meaning of this title, where it does not provide the distinctive character of any of the other corporations that are regulated by law.

Art. 531 B. Relationship of the partners/I. Apports

B. Relationship of the partners

I. Contributions

1 Each partner must make a contribution, which may consist of money, debt, other property or industry.

2 Unless otherwise agreed, contributions must be equal, and the nature and importance required by the goal of society.

3 The rules of the rent-to-rent lease apply by analogy to the risks and warranties of which each partner is held, where the contribution consists in the enjoyment of one thing, and the rules of the sale where the contribution is from the property itself.

Art. 532 B. Relationship of the partners/II. Benefits and Losses/1. Profit Sharing

II. Benefits and Losses

1. Profit Sharing

The partners are obliged to share with each other any gain which, by its nature, must return to society.

Art. 533 B. Relationship of the partners/II. Profits and losses/2. Distribution of profits and losses

2. Distribution of profits and losses

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

2 If the agreement only fixes the share in the profits or the share in the losses, that determination is deemed to be made for both.

3 It is permissible to stipulate that a partner who brings his industry is exempt from contributing to losses, while taking part in profits.

Art. 534 B. Relationship of the partners/III. Company Decisions

III. Company Decisions

1 Decisions of the corporation are made by the consent of all partners.

2 When the contract awards these decisions by a majority, the majority of these decisions are taken into account.

Art. 535 B. Relationship of the partners/IV. Administration

IV. Administration

1 All partners have the right to administer, unless the contract or a decision of the company has given it exclusively to one or more of them, or to third parties.

2 Where the right to administer belongs to all or many of the partners, each of them may act without the assistance of others; each of the other managing partners may nevertheless object to the transaction before it is consumed.

3 The unanimous consent of the partners is required to appoint a general agent, or to conduct legal acts in excess of the ordinary operations of the corporation, unless there is a danger in the house.

Art. 536 B. Relationship of the partners between them/V. Responsibility between partners/1. Competition Prohibition

V. Accountability between partners

1. Competition Prohibition

No partner may make for his or her personal account any business that would be contrary to or prejudicial to the purpose of the corporation.

Art. 537 B. Relationship between partners/V. Responsibility between partners/2. Expenditure and work of partners

2. Expenses and work of partners

1 If one of the partners has incurred expenses or assumed obligations for the affairs of the corporation, the other partners are liable to it; they also respond to losses incurred by the partner and are the direct consequence of its management or Inseparable risks of this one.

2 The partner who makes a cash advance to the corporation may claim the interest as of the day on which it was made.

3 He is not entitled to any compensation for his personal work.

Art. 538 B. Relationship of the partners/V. Responsibility between partners/3. Due Diligence

3. Due Diligence

1 Each partner must provide the company's business with the diligence and care that it usually spends on its own affairs.

2 It is bound to the other partners of the damage that it has caused them by its fault, without being able to compensate with that damage the profits that it has provided to the company in other cases.

3 The managing partner who is paid for its management has the same responsibility as an agent.

Art. 539 B. Relationship of the partners between them/VI. Revoking and restricting the authority to manage

VI. Revoking and restricting the authority to manage

1 The authority to manage one of the partners in the partnership agreement cannot be revoked or restricted by the other partners without proper reasons.

2 If there are good reasons, the revocation may be made by each of the other partners, even if the company contract provides otherwise.

3 In particular, it is appropriate to consider the fact that the managing partner has seriously failed in his or her duties or that he has become incapable of properly managing.

Art. 540 B. Relationship of the partners/VII. Relationships between managers and other partners/1. In general

VII. Relationships between managers and other partners

1. In general

1 Unless otherwise provided in this Title or the Company Contract, the reports of the Managing Partners with the other partners shall be subject to the rules of the Terms of Reference.

2 When a partner acts on behalf of the corporation without having the right to administer, or when a managing partner exceeds his or her powers, the rules of business management must be applied.

Art. 541 B. Relationship of the partners/VII. Relationships between managers and other partners/2. Right to learn about the affairs of society

2. Right to learn about the affairs of society

1 Any partner, even if he does not have the management, has the right to know personally about the social affairs process, to consult the books and documents of the company, as well as to prepare a summary statement for his personal use Financial situation.

2 Any contrary agreement is null and void.

S. 542 B. Relationship of the partners/VIII. Admission of new partners; interested third parties

VIII. Admission of new partners; interested third parties

1 No partner may introduce a third party into the company without the consent of the other partners.

2 When, on its own initiative, an associate interests a third party in the company or assigns it to the partner, that third party does not have the status of a partner and does not acquire, in particular, the right to inquire into the affairs of the company.

Article 543 C. Relationship of partners to third parties/I. Representation

C. Relationship of partners to third parties

Representation

1 A partner who deals with a third party on behalf of the corporation, but in his or her personal name, becomes the sole creditor or debtor of that third party.

2 When a partner deals with a third party on behalf of the corporation or all partners, the other partners become creditors or debtors of that third party only in accordance with the representation rules.

3 A partner is presumed to have the right to represent the corporation or all partners to third parties as soon as it is responsible for administering.

Article 544 C. Relationship of partners to third parties/II. Effects of Representation

II. Effects of Representation

1 The things, claims and real rights transferred or acquired to the company are jointly owned by the partners in the terms of the company contract.

2 A partner's creditors may exercise their rights only on their share of liquidation, unless the company's contract provides otherwise.

3 The partners are jointly and severally liable for the commitments they have made to the third parties, acting jointly or through a representative; all contrary agreements are reserved.

S. 545 D. End of Company/I. Causes of Dissolution/1. In general

D. End of Society

I. Causes of Dissolution

1. In general

1 The company terminates:

1.
The fact that the social goal is achieved or that the achievement has become impossible;
2.
By the death of one of the partners, unless previously agreed that the corporation would continue with its heirs;
3. 1
The fact that the liquidation share of a partner is the subject of a forced execution, or that one of the partners goes bankrupt or is placed under curatelle of general application;
4.
By the unanimous will of the partners;
5.
By the expiry of the time for which the company was incorporated;
6.
By the denunciation of the contract by one of the partners, if that right of denunciation has been reserved in the statutes, or if the company has been formed either for an indefinite period or for the whole life of one of the partners;
7.
By judgment, in cases of dissolution for reasons of just cause.

2 The dissolution may be requested, for just cause, before the term fixed by the contract or, if the company has been formed for an indefinite period, without prior notice.


1 New content according to the c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Art. D. End of Company/I. Reasons for Dissolution/2. Society of Indeterminate

2. Indeterminate Company

1 Where a company has been formed for an indefinite period or for the life of one of the partners, each party may dissolve it, subject to a notice given six months in advance.

2 The denunciation shall take place in accordance with the rules of good faith and not be made in due time; if the accounts are carried out each year, the dissolution of the company may be requested only for the end of an annual financial year.

3 Where a corporation continues tacitly after the expiration of the time for which it was incorporated, it shall be deemed to be renewed for an indefinite period.

Art. 547 D. End of Company/II. Continuation of business after dissolution

II. Continuation of business after dissolution

1 Where the corporation is dissolved for another reason than the denunciation of the contract, the right of a partner to manage the affairs of the corporation shall remain in its favour until the day on which it has known the dissolution, or should have known it if it Had deployed the attention ordered by the circumstances.

2 Where the company is dissolved by the death of a partner, the heir to the partner shall, without delay, bear the death to the knowledge of the other partners; he shall continue, according to the rules of good faith, the cases previously dealt with by the deceased, up to What the necessary measures have been taken.

3 The other partners continue in the same way to temporarily manage the affairs of the company.

Art. 548 D. End of Company/III. Liquidation/1. Contributions

III. Liquidation

1. Contributions

1 The person who made a contribution to the property does not return it in kind in the liquidation to which the partners proceed after the dissolution of the company.

2 He is entitled to the price for which his contribution has been accepted.

3 If this price has not been determined, the refund will be based on the value of the thing at the time of the contribution.

Art. 549 D. End of Company/III. Liquidation/2. Profits and losses

2. Benefits and losses

1 If after the payment of the social debts, the reimbursement of the expenses and advances made by each of the partners and the return of the contributions, there is a surplus, this benefit is distributed among the partners.

2 If, after the payment of the debts, expenses and advances, the social assets are not sufficient to repay the contributions, the loss is divided among the partners.

Art. 550 D. End of Company/III. Liquidation/3. Method of liquidation

3. Liquidation mode

1 The liquidation following the dissolution of the company must be made jointly by all partners, including those who were excluded from management.

2 However, if the partnership agreement related only to certain specified transactions that one of the partners was required to make in its own name on behalf of the corporation, that partner is required, even after the dissolution, to terminate the partnership on its own behalf. Report to other partners.

Art. 551 D. End of Company/IV. Responsibility to Third Parties D. End of Company/IV. Liability to third parties

IV. Liability to third parties

Dissolution of the corporation does not alter the commitments made to third parties.



1 New content according to the c. I of the LF of 15 Dec. 1989, in effect since 1 Er Jul. 1990 (RO 1990 802; FF 1985 I 1369). See also disp. End. For the tit. VIII and VIII Bis Art. 5, at the end of the text.
2 Introduced by ch. I of the LF of 15 Dec. 1989, in effect since 1 Er Jul. 1990 (RO 1990 802; FF 1985 I 1369). See also disp. End. For the tit. VIII and VIII Bis Art. 5, at the end of the text.
3 New content according to the c. I of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249). See also disp. And trans. And end. Of the tit. X art. 7 at the end of the text.
4 New content according to the c. II 3 of the annex to the PMQ of Dec 13. 2002 on vocational training, in force since 1 Er Jan 2004 ( RO 2003 4557 ; FF 2000 5256 ).
5 Introduced by ch. 2 of the Annex to the PMQ of 26 June 1998, in force since 1 Er Jan 2000 ( RO 1999 1118 ; FF 1996 I 1).
6 Introduced by ch. I of the PMQ of 4 February 1949, in force since 1 Er Jan 1950 (RO) 1949 813).
7 New content according to the c. I of the 10 Dec PMQ. 1941, in force since 1 Er Jul. 1942 (RO 58 279 290 646; FF 1939 II 857). See disp. And trans. Of this title at the end of the text.

Part Three: Business Corporations and the Cooperative Society 1

Title Twenty-fourth: De la société en nom collectif

Chapter I: Definition and constitution of society

Art. 552 A. Companies engaged in commercial activity

A. Companies engaged in commercial activity

1 The general partnership is that of two or more natural persons, under a social reason and without restricting their liability to the creditors of the company, in order to trade, to operate a factory or to engage in the business of The commercial form of any other industry.

2 Members of the company are required to register it on the commercial register.

Art. 553 B. Non-commercial corporations

B. Non-commercial corporations

If the corporation does not operate an industry in a commercial form, it exists as a partnership only when it is entered on the commercial register.

Art. 554 1 C. Registration in the Trade Register/I. Location

C. Registration of the Register of Trade

I. Location

The company must be registered in the commercial register of the place where it has its registered office.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

S. 555 C. Registration in the Trade Register/II. Representation

II. Representation

The provisions which confer this right to one of the partners only or to a few of them, or those bearing that the company will be represented, can only be entered on the register of trade in the field of representation rights. By a partner in conjunction with other partners or proxies.

Art. 556 C. Register for Trade Register/III. Forms to be observed

III. Forms to be observed

1 Applications for the recording of facts or the modification of entries must be signed personally by all partners in the presence of the official in the register or given to him in writing and bearing signatures Duly legalized.

2 The partners responsible for representing the company personally sign the social signature and their own signature before the official in charge of the register, or give it to the official duly legalised.

Chapter II: Relationship of the partners

Article 557 A. Freedom of the contract. Reference to simple company rules

A. Freedom of the contract. Reference to simple company rules

1 The reports of the partners between them are determined in the first line by the company contract.

2 If the contract does not provide otherwise, the rules of the simple company must be applied, with the exception of the modifications resulting from the following articles.

Art. 558 Presentation of the accounts

Presentation of the accounts 1

1 At the end of the financial year, the profits or losses as well as the share of each partner are determined on the basis of the annual accounts. 2

2 The interest of a share of the social assets may be enhanced to the partner, under the conditions laid down in the contract, even if it has been reduced by losses incurred during the financial year. If the contract does not provide otherwise, the interest is 4 %.

3 When calculating the profits and losses, the fees agreed to for the work of a partner are treated as a debt of the corporation.


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
2 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 559 C. Right to Profits, Interest and Fees

C. Right to Profits, Interest and Fees

1 Each partner has the right to withdraw from the social fund the profits, interest and fees relating to the preceding financial year.

2 If the contract so provides, interest and fees may be collected during the fiscal year; profits are collected only after approval of the management report. 1

3 The benefits, interest and fees that the partner has not received are added to its share of the social asset after approval of the management report, if none of the other partners objects to it. 2


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
2 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 560 D. Losses

D. Losses

1 Where losses have decreased a share of the social assets, the partner retains his right to the payment of the fees and interest of his or her reduced share, but he cannot withdraw benefits until his share has been reconstituted.

2 No partner is required to make a contribution greater than that provided for in the contract, nor to complete its contribution reduced by losses.

Art. 561 E. Prohibition of competition

E. Prohibition of competition

None of the partners can, in the business carried on by the company and without the consent of the others, make transactions for his or her personal account or on behalf of a third party, or interest in another business as an associate indefinitely Or sponsor, or be part of a limited liability company.

Chapter III: Company reports to third parties

Art. A. In general

A. In general

The corporation may, under its corporate name, acquire rights and engage in, operate and operate in court.

Art. 563 B. Representation/I. Right to represent society

Representation

I. Right to represent society

If the trade register does not contain any contrary registration, third parties in good faith may admit that each partner has the right to represent the company.

Art. 564 B. Representation/II. Scope of this right

II. Scope of this right

1 The partners authorised to represent the company have the right to make in the name of the company all legal acts which may involve the social purpose.

2 Any clause limiting the scope of these powers shall be null and void in respect of bona fide third parties.

Art. B. Representation/III. Withdrawal of this right

III. Withdrawal of this right

1 The right to represent the corporation may be withdrawn from a partner for just cause.

2 At the request of a partner who makes the existence of such grounds likely, the judge may, if there is a danger in the home, pronounce the provisional withdrawal of the right to represent the company. This withdrawal shall be entered on the trade register.

S. 566 B. Representation/IV. Power of Attorney and Trade Representatives

IV. Power of Attorney and Trade Representatives

It may not be designated as a proxy or a trade representative for all the business of the company except with the consent of all the managing partners, but each of them has standing to revoke it with effect from third parties.

S. 567 B. Representation/V. Acts carried out in the name of society and illegal acts

Acts carried out in the name of society and illegal acts

1 The company acquires rights and engages in the acts of a managing partner made on its behalf.

2 It is sufficient that the intention to act for the company results from the circumstances.

3 The company responds to the damage resulting from unlawful acts that a partner commits in the management of social affairs.

Art. 568 C. The situation of social creditors/I. Liability of partners

C. The situation of social creditors

I. Accountability of partners

1 The partners are bound by the undertakings of the company solidarily and on all their property.

2 Any contrary agreement between partners shall have no effect on third parties.

3 Nevertheless, a partner cannot be sought personally for a social debt, even after leaving the company only if he is bankrupt or if the company is dissolved or has been the subject of unsuccessful prosecution. Remains reserved for the liability of a partner for a guarantee of solidarity in favour of the company.

Art. 569 C. The situation of social creditors/II. Responsibility for new partners

II. Responsibility for new partners

1 The person who enters into a partnership is liable for the debts that exist jointly and severally with the other partners and on all of its assets.

2 Any contrary agreement between partners shall have no effect on third parties.

Art. 570 C. The situation of social creditors/III. Company Bankruptcy

III. Company Bankruptcy

1 The corporation's creditors are paid on the social assets, excluding the partners' personal creditors.

2 The partners do not have the right to produce in the bankruptcy of the company the capital and the common interest of their contributions, but they can claim their claims for the interest due, the fees and expenses incurred in the interest Of the company.

Art. 571 C. The situation of social creditors/IV. Bankruptcy of Society and Partners

IV. Bankruptcy of Society and Partners

1 The bankruptcy of the company does not lead to the bankruptcy of the partners.

2 Similarly, the bankruptcy of one of the partners does not lead to the bankruptcy of the company.

3 The Rights of Social Creditors in the Bankruptcy of a Partner are governed by the Federal Law of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 .


Art. 572 D. The Status of a Partner's Personal Creditors

D. The Status of a Partner's Personal Creditors

1 A partner's personal creditors do not have, in order to be paid or to obtain security rights, any right to social assets.

2 They shall only be entitled, in the enforcement procedure, to the interests, fees, profits and the winding-up of their debtor in its capacity as associate.

Art. 573 E. Compensation

E. Compensation

1 The debtor of the company cannot make up for a debt owed by the debtor with what is personally owed to him by a partner.

2 Similarly, a partner cannot oppose the creditor's compensation with what the creditor owes to the corporation.

3 However, where a creditor of the company is at the same time the personal debtor of a partner, the compensation is enforceable against both parties at the moment when the partner can be sought personally for a debt of the company.

Chapter IV: Dissolution and exit of the partners

Art. 574 A. In general

A. In general

1 The company was dissolved by the opening of its bankruptcy. In addition, the rules of the simple company shall apply to the dissolution, except for the derogations resulting from this Title.

2 Except in the case of bankruptcy, the dissolution shall be recorded on the register of trade in the due diligence of the partners.

3 Where an action for the dissolution of the company is opened, the judge may, at the request of one of the parties, order provisional measures.

Art. 575 B. Dissolution Required by a Partner's Creditors

B. Dissolution Required by a Partner's Creditors

1 In the event of a partner's bankruptcy, the administration of the bankruptcy may, after a warning given at least six months in advance, request the dissolution of the corporation, even when the corporation has been established for a specified period of time.

2 The same right may be exercised by the creditor of each partner, where that creditor has seized the debtor's share of liquidation.

3 As long as the dissolution is not recorded on the commercial register, the company or other partners may distract the effect of the above-mentioned warning by disinterest of the estate or creditor prosecuting.

Art. 576 C. Exiting one or more partners/I. Convention

C. Exiting one or more partners

I. Convention

If it was agreed, before the dissolution, that notwithstanding the exit of one or more partners the company would continue, it only terminates with respect to the outgoing partners; it remains with the same rights and commitments.

Art. 577 C. Exiting one or more associates/II. Exclusion by the judge

II. Exclusion by the judge

Where the dissolution could be requested for just reasons relating primarily to one or more partners, the judge may, if all others require it, order the exclusion, by ordering the grant to the associate or partners Excluded from their social assets.

Article 578 C. Exiting one or more associates/III. Exclude by other partners

III. Exclude by other partners

Where a partner is declared bankrupt or the creditor of a partner requests the dissolution of the partnership after having seized the debtor's share of liquidation, the other partners may exclude the partner by reimbursing him or her Is a social asset.

Art. 579 C. Exiting one or more partners/IV. Company composed of two partners

IV. Company composed of two partners

1 If the company is composed of only two partners, the one who did not give rise to the dissolution may, under the same conditions, continue the business by issuing to the other what belongs to the company in the social asset.

2 The judge may dispose of it thus when the dissolution is requested for a fair reason relating primarily to the person of one of the partners.

Art. C. Output of one or more partners/V. Due to the outgoing partner

The sum due to the outgoing partner

1 The amount to be paid to the outgoing partner shall be determined by mutual agreement.

2 If the company contract does not provide for anything in that regard and the parties cannot agree, the judge shall determine that sum taking into account the state of the social assets at the time of the exit and, where appropriate, the fault of the outgoing partner.

Art. 581 C. Exiting one or more associates/VI. Registration

VI. Registration

The exit of a partner, as well as the continuation of the business by one of the partners, must be entered on the trade register.

Chapter V: Liquidation

Art. 582 Rule

Rule

The winding-up of the dissolved corporation shall be in accordance with the following provisions, unless the partners have agreed to another regulation or the corporation is in bankruptcy.

Art. 583 B. Liquidators

B. Liquidators

1 The winding-up is done by the managing partners, unless there are impediments inherent in their persons and the partners agree to appoint other liquidators.

2 At the request of a partner, the judge may, on fair grounds, dismiss liquidators and, if necessary, appoint others.

3 The liquidators are entered on the register of commerce, even if the representation of the company is not changed.

Article 584 C. Representation of heirs

C. Representation of heirs

The heirs of a partner must appoint a common agent, who represents them in the liquidation.

Art. 585 D. Rights and obligations of liquidators

D. Rights and obligations of liquidators

1 The purpose of the liquidators is to complete the current affairs, to execute the undertakings, to return the debts of the dissolved corporation and to realize the social assets to the extent required for the distribution.

2 They represent the company for the legal acts involved in the liquidation; they can plead, compromise, compromise and even, as necessary, undertake new operations.

3 Where an associate objects to the decision of the liquidators to operate or refuse a block sale or to the mode adopted for the disposal of real property, the judge shall decide upon his request.

4 The company is responding to the damage resulting from unlawful acts that a liquidator commits in the management of social affairs.

Art. 586 E. Provisional distribution

E. Provisional distribution

1 Unemployed funds during the liquidation shall be provisionally distributed among the partners and charged to the final liquidation.

2 The funds required for the payment of disputed or unexpired debts are retained.

Art. 587 F. Regulation of accounts/I. Balance sheet

F. Settlement of accounts

I. Balance sheet

1 The liquidators take stock at the beginning of the liquidation.

2 When the latter is prolonged, the liquidators shall draw up an interim balance each year.

Art. 588 F. Account Regulation/II. Repayment of capital and allocation of surplus

II. Repayment of capital and allocation of surplus

1 The social assets are used, after the settlement of the debts, first to repay the capital to the partners and then to pay interest for the duration of the liquidation.

2 The surplus is distributed among the partners in accordance with the provisions applicable to the distribution of profits.

Article 589 G. Deregistration from the Trade Register

G. Deregistration from the Trade Register

After the end of the liquidation, the liquidators shall require the cancellation of the social reason on the trade register.

Art. 590 H. Retention of books and other documents

H. Retention of books and other documents

1 The books and other documents of the dissolved corporation shall be kept, for a period of ten years from the cancellation of the name of the corporation, at a place designated by the partners or, if they cannot agree, by the trade registry operator.

2 The partners and their heirs retain the right to consult them.

Chapter VI: Prescription

Art. 591 A. Purpose and Time Frame

A. Purpose and Time Frame

1 The shares that a creditor of the corporation can claim against a partner due to social debts are prescribed five years upon publication of the corporation's exit or the dissolution of the corporation in Feui L The Swiss Trade Official, Unless the debt is, by its nature, subject to a shorter limitation period.

2 If the claim became due only after publication, the time limit shall run as soon as it is due.

3 The prescription does not apply to the actions of the partners against each other.

Art. 592 B. Special Cases

B. Special Cases

1 The five-year limitation period is not binding on the creditor exercising his rights only on property that is not yet shared by the company.

2 If the case is resumed, with assets and liabilities, by a partner, the five-year limitation period is not available to creditors. For the other partners, on the other hand, the two-year limitation period is substituted for that of five years according to the rules on the recovery of debts; the latter provision is also applicable in the event of a takeover by a third party.

Art. 593 C. Interruption

C. Interruption

The interruption of the prescription to the corporation that has continued to exist or to any partner has no effect on the outgoing partner.

Title twenty-fifth: Of the limited partnership

Chapter I: Definition and constitution of society

Art. 594 A. Companies engaged in commercial activity

A. Companies engaged in commercial activity

1 The limited partnership is that of two or more persons, under a corporate name, to trade, operate a mill or otherwise engage in any other industry, if at least one of the partners Is indefinitely responsible and that one or more others, known as sponsors, are only required to compete with a specified contribution, known as sponsorship.

2 The infinitely responsible partners can only be natural persons; the sponsors, on the other hand, may also be legal persons and commercial companies.

3 Members of the company are required to register it on the commercial register.

Art. 595 B. Non-commercial corporations

B. Non-commercial corporations

If the corporation does not operate an industry in a commercial form, it only exists as a limited partnership if it is registered on the commercial register.

Art. 596 C. Registration in the Register of Trade/I. Location and contributions in kind

C. Registration of the Register of Trade

I. Location and contributions in kind 1

1 The company must be registered in the commercial register of the place where it has its registered office. 2

2 ... 3

3 If the sponsorship is not or is only partially paid in cash, the contribution in kind and the value assigned to it are expressly declared and entered on the trade register.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 597 C. Registration in the Trade Register/II. Forms to be observed

II. Forms to be observed

1 Applications for the recording of facts or the amendment of entries must be signed by all partners in the presence of the official in the trade register or be given in writing and signed by duly signed signatures. Legalized.

2 The indefinite associates who are responsible for representing the company personally affix the social signature and their own signature to the registry official, or give them due legalization.

Chapter II: Relationship of the partners

Art. 598 A. Freedom of the contract. Reference to the rules of the partnership

A. Freedom of the contract. Reference to the rules of the partnership

1 The reports of the partners between them are determined in the first line by the company contract.

2 If the contract does not otherwise dispose of it, the rules of the partnership shall be applied, with the exception of the modifications resulting from the following articles.

Art. 599 B. Management

B. Management

The company is managed by the partner or associates indefinitely responsible.

Art. 600 C. Sponsor's situation

C. Sponsor's situation

1 The sponsor has neither the right nor the obligation to manage the affairs of the company.

2 Nor can he object to the acts of the administration which are part of the ordinary operations of the company.

3 It has the right to request a copy of the profit and balance sheet and to control its accuracy by consulting the books and accounting documents, or to hand over the control to an independent expert; in case of dispute, the expert is Appointed by the judge. 1


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 601 D. Profit and Loss Participation

D. Profit and Loss Participation

1 The limited partner is only liable for losses up to the amount of the sponsorship.

2 In the absence of an agreement governing the limited partner's participation in profits and losses, such participation shall be determined freely by the judge.

3 If the amount of the sponsorship has not been paid in full or has been reduced, the interest, profits and, where applicable, the fees may be added only to the extent of that amount.

Chapter III: Company reports to third parties

Article 602 A. In general

A. In general

The corporation may, under its corporate name, acquire rights and engage in, operate and operate in court.

Article 603 Representation

Representation

The company is represented by the partner or associates indefinitely liable, in accordance with the rules applicable to partnerships.

Art. 604 C. Responsibility of the partner held indefinitely

C. Responsibility of the partner held indefinitely

The indefinitely responsible partner cannot be personally sought for a debt of the corporation before the corporation has been dissolved or has been the subject of unsuccessful proceedings.

Art. D. Sponsor's liability/I. When it acts for the corporation

D. Sponsor's Responsibility

I. When it acts for society

Sponsor who enters into business for the corporation without expressly stating that it acts only as a proxy or agent is required, in respect of bona fide third parties, as an indefinitely responsible partner, undertakings Resulting from these cases.

Art. D. Sponsor's Responsibility/II. Failure to register

II. Failure to register

Where the corporation has done business before it is entered on the commercial register, the limited partner shall be required, in respect of third parties, to be a member indefinitely liable, of previously-born social debts, unless it establishes that Third parties were aware of the restrictions placed on his responsibility.

Art. 607 D. Sponsor's Responsibility/III. Name of Sponsor in Social Reason

III. Name of Sponsor in Social Reason

The sponsor whose name appears in the name of the corporation is liable to the creditors of the corporation in the same manner as an indefinitely responsible partner.

Article 608 D. Sponsor's Responsibility/IV. Scope of liability

IV. Scope of liability

1 The limited partner is liable to third parties up to the amount of the sponsorship entered on the commercial register.

2 If the sponsor himself or the company, on the sponsorship of the sponsor, has indicated to third parties a greater amount of the sponsorship, the limited partner will respond up to that amount.

3 Creditors are allowed to prove that the value attributed to contributions in kind does not correspond to their actual value at the time they were made.

Art. 609 D. Sponsor's liability/V. Decrease in the amount of sponsorship

V. Decrease in the amount of sponsorship

1 Where the sponsor, by agreement with the other partners or by levies, has reduced the amount of the sponsorship, as recorded or otherwise indicated, this amendment is effective against third parties only if it has been Entered on the commercial register and published.

2 The social debts arising before this publication remain guaranteed by the full amount of the sponsorship.

Art. 610 D. Sponsor's Responsibility/VI. Creditors' actions

VI. Creditors' actions

1 During the life of the company, the social creditors have no action against the sponsor.

2 If the corporation is dissolved, the creditors, liquidators, or the administration of the bankruptcy may request that the sponsorship be returned to the estate in liquidation or in bankruptcy, as long as it has not been furnished or has been returned to the bankrupt. Sponsor.

Art. 611 D. Sponsor's Responsibility/VII. Interest and Benefit Payment

VII. Interest and Benefit Payment

1 The limited partner may receive any interest or benefit only to the extent that the limited sponsorship does not result.

2 Sponsor who has received undue interest or benefit is required to be returned. Art. 64 is applicable. 1


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 612 D. Sponsor's Responsibility/VIII. Entering a Company

VIII. Entering a Company

1 A person who is a limited partner in a partnership or a limited partnership is held to the extent of his sponsorship of previously-born debts.

2 Any contrary agreement between partners shall have no effect on third parties.

Art. E. The Status of Personal Creditors

E. The Status of Personal Creditors

1 The personal creditors of an indefinitely responsible partner or a sponsor do not have, in order to be paid or to obtain security rights, any interest in the social assets.

2 They shall be entitled, in the implementing procedure, only to the interests, profits and the liquidation return to their debtor in its capacity as an associate, and to the fees which may be awarded to it.

Art. 614 F. Compensation

F. Compensation

1 The creditor of the company who is at the same time the personal debtor of the limited partner can oppose the compensation only if the limited partner is liable indefinitely.

2 Compensation is subject to the rules established for the partnership.

Art. 615 G. Bankruptcy/I. General rule

G. Bankruptcy

I. General rule

1 The bankruptcy of the company does not lead to the bankruptcy of the partners.

2 Similarly, the bankruptcy of one of the partners does not lead to the bankruptcy of the company.

Art. 616 G. Bankruptcy/II. Company Bankruptcy

II. Company Bankruptcy

1 When the corporation is bankrupt, the assets are used to disinterest the social creditors, excluding the personal creditors of the various partners.

2 The entire or partially released sponsorship cannot be produced in the mass as a debt.

Art. 617 G. Faillite/III. Indefinitely responsible partner's contribution

III. Indefinitely responsible partner's contribution

Where the social assets are insufficient to disinterest the creditors of the company, the latter have the right to continue the payment of what remains owed to them on the personal property of each partner indefinitely liable, in competition With their personal creditors.

Art. 618 G. Bankruptcy/IV. Sponsor's Bankruptcy

IV. Sponsor's Bankruptcy

Social creditors and the corporation do not enjoy, in the bankruptcy of a limited partner, any privilege with respect to its personal creditors.

Chapter IV: Dissolution, liquidation, prescription

Art. 619

1 The provisions governing the partnership are applicable to the dissolution and liquidation of the limited partnership, as well as to the prescription of shares against the partners.

2 If a sponsor is declared bankrupt or if his or her share in the liquidation is entered, the partnership provisions shall apply mutatis mutandis. However, the corporation is not dissolved by death or under the general scope of a sponsor. 1


1 New wording of the sentence as per c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of filiation), in force since 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Title twenty-sixth: De la société anonyme 2

Chapter I: General provisions

Art. 620 Definition

Definition

1 The limited liability company is the one that forms under a corporate name, including capital stock 1 Is determined in advance, divided into shares, and whose debts are guaranteed only by the social assets.

2 Shareholders are only required to receive statutory benefits and are not personally liable for social debts.

3 An anonymous company may also be founded with a view to pursuing an objective that is not of an economic nature.


1 New term according to c. II 1 of the 4 Oct LF. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757). This mod has been taken into account. Throughout the text.

Art. 621 1 B. Minimum Capital Stock

B. Minimum Capital Stock

The share capital may not be less than 100 000 francs.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 622 C. Actions/I. Species

C. Actions

I. Species

1 The shares are nominative or bearer. Similarly, shares issued in the form of intermediated securities within the meaning of the Act of 3 October 2008 on intermediated securities 1 Are nominative or bearer. 2

2 Actions of these two species may exist alongside each other, in the proportion laid down in the statutes.

3 They may provide that registered shares must or may be converted into bearer shares or bearer shares in registered shares.

4 The nominal value of the action cannot be less than 1 cent. 3

5 The titles are signed by a member of the board of directors 4 At least. The company may decide that even the shares issued in large numbers must bear at least one handwritten signature.


1 RS 957.1
2 New content according to the c. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Jan 2010 ( RO 2009 3577 ; FF 2006 8817 ).
3 New content according to the c. I of the LF of 15 Dec. 2000, in force since 1 Er May 2001 ( RO 2001 1047 ; FF 2000 3995 Ch. 2.2.1 5091).
4 New term according to c. II 4 of the 4 Oct LF. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757). This mod has been taken into account. Throughout the text.

Art. 623 C. Actions/II. Division and meeting

II. Division and meeting

1 The General Assembly shall have the right to divide the shares in shares of nominal value, or to combine them in higher nominal value, by amending the statutes and provided that the amount of the capital stock does not Change.

2 The meeting in securities of higher nominal value can only take place with the consent of the shareholder.

Art. 624 C. Actions/III. Issuing courses

III. Issuing courses

1 Actions can only be issued to the peer or to a higher course. The issuance of new shares to replace those that have been cancelled is reserved.

2 And 3 ... 1


1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 625 1 D. Shareholders

D. Shareholders

An anonymous company may be founded by one or more natural or legal persons or by other commercial companies.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 626 1 E. Statuses/I. Provisions necessary

E. Statutes

I. Provisions necessary

The articles must contain provisions on:

1.
The corporation's name and head office;
2.
The purpose of the corporation;
3.
The amount of the capital stock and the contributions made;
4.
The number, the face value and the kind of shares;
5.
The convening of the general meeting and the voting rights of shareholders;
6.
The bodies responsible for administration and revision;
7.
The form to be observed for the company's publications.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 627 1 E. Statutes/II. Other provisions/1. In general

II. Other provisions

1. In general

Only if the articles are included in the articles are the provisions concerning:

1.
Derogations from the legal requirements for the revision of the statutes;
2.
The assignment of tantie;
3.
The allocation of intercalary interests;
4.
The length of the company;
5.
Conventional penalties in the event of delays in the payment of contributions;
6.
The authorized and conditional increase in capital;
7. 2
...
8.
Restrictions on the transmissibility of registered shares;
9.
The privileges attached to certain classes of shares, as well as the right of participation, the right of enjoyment and the special benefits;
10.
Restrictions on the right to vote of shareholders and their right to be represented;
11.
Cases not provided for by the law in which the general meeting can only act by a qualified majority;
12.
The ability to delegate management to one or more directors or third parties;
13.
The organisation and powers of the review body, if these provisions go beyond the terms of the law;
14. 3
The possibility of converting to another form the shares issued in a certain form as well as the distribution of the costs resulting from this conversion in so far as these rules derogate from the law of 3 October 2008 on intermediated securities 4 .

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Repealed by c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, with effect from 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
3 Introduced by ch. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Jan 2010 ( RO 2009 3577 ; FF 2006 8817 ).
4 RS 957.1

Art. 628 E. Statutes/II. Other provisions/2. Special provisions on contributions in kind, on occasions of property and special benefits

2. Specific provisions relating to contributions in kind, to recoveries of goods and to special benefits 1

1 If a shareholder makes a contribution in kind, the articles must indicate the purpose and the estimate of the contribution, the name of the bearer and the shares returned to it. 2

2 If the corporation reverts to property or considers the return of property of a shareholder or a person close to it, the articles must indicate the purpose of the takeover, the name of the alienator and the counter-benefit of the corporation. 3

3 If, at the time of incorporation, benefits are stipulated in favour of the founders or other persons, the statutes must indicate the names of the beneficiaries and determine exactly the extent and value of the benefits.

4 The General Assembly may, after ten years, decide to repeal the statutory provisions on contributions in kind or the recovery of property. The statutory provisions on the recovery of property may also be repealed when the company definitively renounces its operation on such occasions. 4 5


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
3 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
4 Phrase introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
5 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 629 1 F. Foundation/I. Constitutive Act/1. Content

F. Foundation

I. Constitutive Act

1. Content

1 The company is constituted by an act in the authentic form in which the founders declare an anonymous company, stop the text of the statutes and designate the organs.

2 In this act, the founders subscribe to the actions and find that:

1.
All the shares have been validly subscribed;
2.
The promised contributions are the total price of the issue;
3.
Contributions were made in accordance with legal and statutory requirements.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 630 1 F. Foundation/I. Constitutive Act/2. Subscriptions

2. Subscriptions

To be valid, the subscription requires:

1.
An indication of the number, nominal value, species, class and issue price of the shares;
2.
The unconditional commitment to make a contribution corresponding to the issue price.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 631 1 F. Foundation/II. Supporting documentation

II. Supporting documentation

1 The public officer shall state in the instrument of incorporation the supporting documents and certify that they have been submitted to him and to the founders.

2 Must be annexed to the constituent instrument:

1.
Statuses;
2.
The foundation report;
3.
The verification certificate;
4.
Proof of deposit of cash contributions;
5.
Contracts relating to contributions in kind;
6.
Contracts for the recovery of existing goods.

1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 632 1 F. Foundation/III. Apports/1. Minimum Contribution

III. Apports

1. Minimum Apport

1 Under the company's constitution, policyholders must have released at least 20 % of the nominal value of each share.

2 In all cases, an amount of at least 50 000 francs must be covered by the contributions made.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 633 1 F. Foundation/III. Apports/2. Release of Intakes/a. In cash

2. Release of Intakes

A. In cash

1 Cash flows must be deposited with an establishment subject to the Federal Act of 8 November 1934 on banks and savings banks 2 And be kept at the exclusive disposal of the company.

2 This institution shall not remit this amount until after the company has entered the trade register.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 952.0

Art. 634 1 F. Foundation/III. Apports/2. Release of Intakes/b. In-kind

B. In-kind

Contributions in kind are applicable only when:

1.
They are carried out in the execution of a contract in the form written or authentic;
2.
The company, as soon as it is registered in the trade register, may dispose of it as its owner or has the unconditional right to require it to be entered in the land register;
3.
A foundation report accompanied by the verification certificate is prepared.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 634 A 1 F. Foundation/III. Apports/2. Release of Intakes/c. Release Later

C. Releasing later

1 The Management Board shall decide on the subsequent call for contributions in respect of the actions not fully released.

2 The subsequent release may be made in cash, in kind or by compensation.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 635 1 F. Foundation/III. Apports/3. Audit of Intakes/a. Foundation Report

3. Audit of Intakes

A. Foundation Report

The founders report in a written report:

1.
The nature and condition of the contributions in kind or the recoveries of assets and the validity of their assessment;
2.
The existence of the debt and the fulfilment of the conditions necessary for its compensation;
3.
The reasons and the merits of the particular benefits granted to founders or other persons.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 635 A 1 F. Foundation/III. Apports/3. Intake Verification/b. Verification Attestation

B. Verification Attestation

A certified reviewer verifies the foundation report and certifies in writing that it is complete and accurate.


1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 (RO) 2007 4791; FF 2002 2949 , 2004 3745).

Art. 636 to 639 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 640 1 G. Registration of the Commercial Register/I. Company

G. Registration in the Register of Trade

I. Company

The company must be registered in the commercial register of the place where it has its registered office.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 641 1 G. Register for Trade Register/II. Branches

II. Branches

Branches must be registered in the Trade Register of the place where they are located.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

S. 642 1 G. Register for Trade Register/III. Contributions in kind, including specific assets and benefits

III. Contributions in kind, including specific assets and benefits

The purpose of the contributions in kind and the shares issued in exchange, the object of the recovery of goods and the counterperformance of the company and the content and value of the particular benefits must be entered in the register of commerce.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 643 H. Acquisition of personality/I. Moment; breach of legal conditions

H. Acquisition of personality

I. Timing; breach of legal conditions 1

1 The company acquires the personality only through its entry on the register of commerce.

2 Personality is acquired through registration, even if the conditions of the registration were not fulfilled.

3 However, where the interests of creditors or shareholders are seriously threatened or compromised by the fact that legal or statutory provisions have been breached at the time of the foundation, the judge may, at the request of one of those creditors or Shareholders, to dissolve the corporation. ... 2

4 The action shall be extinguished if it is not introduced no later than three months upon publication in the The official Swiss trade sheet.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Phrase repealed by c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

S. 644 H. Personality Acquisition/II. Actions Issued Before Enrolment

II. Actions Issued Before Enrolment

1 Shares issued prior to the registration of the corporation are nil; however, the undertakings resulting from the subscription of shares remain intact.

2 The authors of the show are responsible for all the damage caused.

S. 645 H. Personality Acquisition/III. Acts Before Enrolment

III. Acts Before Enrolment

1 Acts made on behalf of the company prior to registration lead to the personal and several liability of the authors.

2 However, where obligations expressly entered into in the name of the future company have been assumed by the company within three months from the date of registration, the persons who contracted them are released, and the company remains alone.

Art. 646 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 647 1 J. Amendment of Statutes

J. Amendment of Statutes

Any decision of the general meeting or of the board of directors amending the statutes must be the subject of an authentic act and shall be recorded in the register of commerce.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Articles 648 and 649 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 650 1 K. Increase in share capital/I. Regular increase and increase authorized/1. Regular increase

K. Increase in share capital

I. Regular increase and increase authorized

1. Regular increase

1 The increase in share capital shall be decided by the General Assembly; it shall be carried out by the Management Board within three months.

2 The decision of the General Assembly shall be determined by authentic act and shall state:

1.
The total nominal amount of the increase and the amount of contributions to be made in that capacity;
2.
The number, the face value and the kind of shares, and the privileges attached to certain categories of shares;
3.
The issuing price or the authorization given to the board of directors to fix it, as well as the period from which the new shares will be eligible for dividends;
4.
The nature of the contributions and, in the case of a contribution in kind, its object, its estimate, the name of the bearer carrying it out, and the actions to be taken by it;
5.
In the case of a resumption of property, its object, the name of the alienator and the counterperformance of the corporation;
6.
The content and value of the particular benefits and the names of the beneficiaries;
7.
Any limitations on the transmissibility of new nominal actions;
8.
Any limitation or removal of the right of preferential subscription and the fate of the preferential subscription rights not exercised or deleted;
9.
The conditions for the exercise of the preferential subscription rights acquired conventionally.

3 The decision of the General Assembly shall lapse if, within three months, the increase in the share capital is not recorded in the register of trade.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 651 1 K. Increase in share capital/I. Regular increase and increase authorized/2. Allowed increase/a. Statutory Base

2. Allowed Increase

A. Statutory basis

1 The General Assembly may, by amending the statutes, authorise the Management Board to increase the share capital within a period not exceeding two years.

2 The statutes indicate the nominal amount of the board of directors may increase the share capital. The authorized share capital may not be more than one-half of the share capital existing before the increase.

3 The statutes shall also contain the particulars required in the event of an ordinary increase in the share capital, with the exception of those relating to the issue price, the nature of the contributions, the recovery of assets and the period from which the New shares will qualify for dividends.

4 Within the limits of the authorisation, the Management Board may make increases in share capital. It shall then issue the necessary provisions, unless they are included in the decision of the General Assembly.

5 The provisions of the Act of 8 November 1934 on banks 2 On reserve capital are reserved. 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 952.0
3 Introduced by ch. 1 of the schedule to the PMQ of Sept. 2011 (Strengthening stability in the financial sector), in force since 1 Er March 2012 ( RO 2012 811 ; FF 2011 4365 ).

Art. 651 A 1 K. Increase in share capital/I. Regular increase and increase authorized/2. Allowed increase/b. Adaptation of the Statutes

B. Adaptation of the statutes

1 After each increase in the share capital, the Board of Directors reduces the nominal amount of the capital stock contained in the articles.

2 On the expiry of the time limit for the authorised increase in share capital, the Administrative Board shall decide to delete the relevant statutory provision.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common Provisions/a. Subscriptions Description

3. Common provisions

A. Subscriptions

1 The shares are subscribed to in a particular document (subscription newsletter) according to the rules in force for the foundation.

2 The subscription bulletin must refer to the increase decision taken by the general meeting or the decision of the general meeting to authorize the increase in the share capital and the increase decision adopted by the board Administration. If a prospectus is required by law, the newsletter also refers to it.

3 The subscription newsletter that does not set a deadline loses its mandatory character three months after the signature.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 A 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common Provisions/b. Emission Handouts

B. Emission Prospectus

1 Where new shares are offered on a public subscription basis, the company shall publish a prospectus giving indications as to:

1.
The content of the entry in the register of commerce, with the exception of the particulars of the persons authorised to represent the company;
2.
The current amount and composition of the capital stock with a reference to the number, nominal value and the kind of shares, as well as the privileges attached to certain categories of shares;
3.
Statutory provisions for an authorized or conditional increase in share capital;
4.
The number of dividend certificates and the content of the rights attached to them;
5.
The last annual accounts and group accounts with the revision reports and, where the closing date of these accounts goes back more than six months, intermediate accounts;
6.
Dividends paid for the last five years or since the foundation;
7.
The decision on the issue of new shares.

2 Is public any call for subscriptions that is not addressed to a limited circle of people.

3 If the company does not have a review body, the board of directors makes a revision report by a certified reviewer and reports the result of the revision in the issuing prospectus. 2


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 652 B 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/c. Preferential subscription right

C. Preferential subscription right

1 Any shareholder is entitled to the share of the newly issued shares that corresponds to its previous interest.

2 The decision taken by the General Assembly to increase the share capital may abolish the right of preferential subscription only for just reasons. These include, among other things, the acquisition of a business, or parts of a business or an interest in a business, and the participation of workers. No one shall be advantaged or disadvantaged in a manner not justified by the removal of the right of preferential subscription.

3 The company cannot, on the grounds of statutory restrictions on the transmissibility of registered shares, withdraw the exercise of the right to acquire shares to the shareholder to whom it has granted that right.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 C 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common Provisions/d. Release of Intakes

D. Release of Intakes

Except as otherwise provided by law, the rules on the foundation apply to the release of contributions.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 D 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/e. Increase through own funds

E. Increase through own funds

1 Stock capital may also be increased by the conversion of own funds which the company can freely dispose of.

2 The proof that the amount of the increase is covered shall be provided by means of the annual accounts, in the version approved by the shareholders, and of the revision report drawn up by a recognised auditor. If the closing date of the accounts is less than six months, an audited interim balance sheet is required. 2


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 652 E 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/f. Increase Report

F. Increase report

The Board of Directors reports in a written report:

1.
The nature and condition of the contributions in kind or the recoveries of assets and the validity of their assessment;
2.
The existence of the debt and the fulfilment of the conditions necessary for its compensation;
3.
The free availability of converted own funds;
4.
The application of the decision of the General Assembly, in particular as regards the limitation or abolition of the right of preferential subscription and the fate of the preferential subscription rights not exercised or deleted;
5.
The reasons and the merits of the particular benefits to certain shareholders or other persons.

1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 F 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/g. Verification Attestation

G. Verification Attestation

1 A certified reviewer verifies the increase report and certifies in writing that it is complete and accurate. 2

2 It is not necessary to establish a verification certificate where the contribution to the new share capital is provided in cash, that the share capital is not increased for a return of property and that the preferential subscription rights are not Are not limited or deleted.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 652 G 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/h. Change Status and Findings

H. Status changes and findings

1 On the basis of the capital increase report and, if necessary, the verification certificate, the Administrative Board shall decide to amend the statutes and shall note that:

1.
All the shares have been validly subscribed;
2.
The promised contributions are the total price of the issue;
3.
The contributions were made in accordance with the legal and statutory requirements or the decision of the general meeting.

2 The decision and the findings must be the subject of an authentic act. The public officer shall list all the documents on the basis of the increase in the share capital and certify that they have been submitted to the Management Board.

3 The amended statutes, the increase report, the verification certificate and the contracts relating to the contributions in kind and the contracts for the recovery of existing goods are attached to the authentic act.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 652 H 1 K. Increase in share capital/I. Regular increase and increase authorized/3. Common provisions/i. Registration in the Register of Commerce; Annulment of Shares Issued Before Enrolment

I. Registration in the Register of Commerce; Annulment of Shares Issued Before Enrolment

1 The Board of Directors shall request the registration of the trade register of the amendment of the statutes and the findings thereof.

2 Must be attached:

1.
Authentic acts relating to the decisions of the General Assembly and the Board of Directors, together with their annexes;
2.
A certified copy of the amended articles.

3 The shares issued prior to the recording of the increase in the share capital are nil; the validity of the undertakings resulting from the subscription of those shares is not affected.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 1 K. Increase in share capital/II. Conditional increase/1. Principle

II. Conditional increase

1. Principle

1 The General Assembly may decide on a conditional increase in its capital by granting in its statutes the right to acquire new shares (right of conversion or option) to creditors of new bonds or bonds Similar to the company or companies that are members of its group and to workers.

2 The capital stock increases in full right at the moment and to the extent that the right of conversion or option is exercised and the contribution obligations are fulfilled by compensation or cash.

3 The provisions of the Act of 8 November 1934 on banks 2 For convertible capital are reserved. 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 952.0
3 Introduced by ch. 1 of the schedule to the PMQ of Sept. 2011 (Strengthening stability in the financial sector), in force since 1 Er March 2012 ( RO 2012 811 ; FF 2011 4365 ).

Art. 653 A 1 K. Increase in share capital/II. Conditional increase/2. Limits

2. Limits

1 The nominal amount for which the share capital may be increased conditionally shall not exceed one-half of the existing share capital.

2 The contribution made must correspond to at least the nominal value.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 B 1 K. Increase in share capital/II. Conditional increase/3. Statutory Base

3. Statutory basis

1 The articles must indicate:

1.
The nominal amount of the conditional increase;
2.
The number, the face value and the kind of shares;
3.
The circle of beneficiaries of the right of conversion or option;
4.
The elimination of the preferential subscription rights of current shareholders;
5.
The privileges attached to certain categories of action;
6.
The restriction on the transmissibility of new registered shares.

2 If debt obligations or similar obligations related to conversion or option rights are not offered on a subscription basis in preference to shareholders, the articles must also indicate:

1.
The conditions for the exercise of conversion or option;
2.
The basis for calculating the issue price.

3 The right of conversion or option granted before the registration of the trade register of the statutory provision introducing the conditional increase in capital shall be null and void.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 C 1 K. Increase in share capital/II. Conditional increase/4. Protection of shareholders

4. Protection of shareholders

1 If, on a conditional increase in capital, debt obligations or other obligations with respect to conversion or option rights are issued, these obligations must be offered on a priority basis to the Shareholders in proportion to their previous participation.

2 This right may be limited or deleted if there is a fair reason for doing so.

3 No one shall be given an unfair advantage or disadvantage when, through a conditional increase in capital, the right of preferential subscription must be abolished and the right to subscribe prior to the loan is limited or deleted.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 D 1 K. Increase in share capital/II. Conditional increase/5. Protection of holders of conversion or option rights

5. Protection of holders of conversion or option rights

1 The creditor or the worker who has a right of conversion or option to acquire registered shares may not see his right limited by a restriction on the transmissibility of the registered shares, unless that reservation Was not provided for in the articles and in the prospectus.

2 Conversion or option rights may not be infringed by an increase in share capital, by the issuance of new conversion or option rights, or in any other way if the conversion price is lowered or Equitable compensation is provided in a different way to holders of these rights, or if the shareholders are adversely affected.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 E 1 K. Increase in share capital/II. Conditional increase/6. Run Increase/a. Exercise of rights; contributions

6. Run Increase

A. Exercise of rights; contributions

1 The right of conversion or option is exercised by a written statement that refers to the statutory provision on the conditional increase in capital; if the law requires a prospectus, the return must also refer to it.

2 The release of cash or compensation takes place at an institution subject to the Federal Act of 8 November 1934 on banks and savings banks 2 .

3 Shareholder's rights are born at the time of release of the contribution.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 952.0

Art. 653 F 1 K. Increase in share capital/II. Conditional increase/6. Run Increase/b. Verification Attestation

B. Verification Attestation

1 At the end of each financial year or earlier, if required by the Board of Directors, a certified revising officer shall check whether the new shares have been issued in accordance with the law, the statutes and, where appropriate, the prospectus. 2

2 He shall certify it in writing.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 653 G 1 K. Increase in share capital/II. Conditional increase/6. Run Increase/c. Adaptation of the Statutes

C. Adaptation of statutes

1 On receipt of the verification certificate, the Management Board shall note by authentic instrument the number, the nominal value and the species of the newly issued shares, as well as the privileges attached to certain categories and the state of the Capital stock at the end of the fiscal year or at the time of the audit. It shall make the necessary adaptation of the statutes.

2 The public officer shall note in the authentic instrument that the verification certificate contains the required indications.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 H 1 K. Increase in share capital/II. Conditional increase/6. Run Increase/d. Register for the Trade Register

D. Register for the Trade Register

Within three months after the end of the financial year, the Administrative Board shall require the registration of the amendment of the statutes in the register of commerce by producing the authentic instrument and the verification certificate.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 653 I 1 K. Increase in share capital/II. Conditional increase/7. Epuration

7. Epuration

1 After an approved expert reviewer has found, in a review report, the termination of conversion or option rights, the statutory provisions relating to the conditional increase of capital must be removed by the Board Administration.

2 The public officer shall note in the authentic act that the revision report contains the required indications.


1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 (RO) 2007 4791; FF 2002 2949 , 2004 3745).

Art. 654 K. Increase in share capital/III. Preferred Shares/1. Conditions

III. Preferred Shares

1. Conditions 1

1 The general meeting may, by virtue of a clause or amendment to the articles, decide to issue preferred shares or convert old securities into preferred shares.

2 If there are preferred shares, new shares may only be issued with the approval of both a special meeting of shareholders and a general meeting of all shareholders. Demits reserved the contrary provisions of the statutes.

3 This provision is also applicable in the event of the amendment or removal of priority rights attached to the articles of preference.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 655 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 656 K. Increase in share capital/III. Preferred Shares/2. Rights in Preferred Shares

2. Rights in Preferred Shares 1

1 Preferred shares shall enjoy the benefits expressly conferred on them in relation to common shares in the primitive statutes or as a result of a change in them. They are, for the remainder, assimilated to common shares.

2 Benefits may extend, in particular, to dividends, with or without the right to additional dividends, to the liquidation share and to the preferential subscription right in the case of future programmes.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 A 1 L. Participation Bons/I. Definition; applicable provisions

L. Participation Bons

I. Definition; applicable provisions

1 The articles may provide for a share capital divided into shares (good attendance). These coupons are issued against a contribution; they have a nominal value and do not confer the right to vote.

2 All the capital stock, share and shareholder provisions are applicable to the equity, participation, and participant, unless otherwise provided by law.

3 Good attendance must be designated as such.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 B 1 L. Participation Bons/II. Capital-equity and equity

II. Capital-equity and equity

1 The amount of the equity capital may not exceed twice the share capital.

2 The minimum capital and total minimum contribution provisions are not applicable.

3 In limiting the right of the company to acquire its own shares, general reserve, institution of special control against the will of the general meeting and mandatory notice in the event of a capital loss, the Equity capital must be added to the share capital.

4 The authorized or conditional increase in the capital stock and equity capital must not exceed one-half of the amount of the existing capital stock and equity.

5 The creation of a share capital may be in the form of an authorized or conditional increase.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 C 1 L. Participation Bons/III. Participant's legal status/1. In general

III. Participant's legal status

1. In general

1 The participant shall not have the right to vote or, to the extent that the articles do not otherwise have the right to vote, none of the rights relating thereto.

2 The right to call the General Assembly, the right to take part in it, the right to obtain information, the right to consult documents and the right to make proposals shall be regarded as rights relating to the right to vote.

3 If the statutes do not grant them the right to obtain information or consult documents, or the right to propose the institution of special control (art. 697 A And s.), participants may make a written request to the general meeting to obtain information or to consult the documents or to have special control carried out.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 D 1 L. Participation Bons/III. Legal status of the participant/2. Communication of the convening and decisions of the General Assembly

2. Communication of the Convening and Decisions of the General Assembly

1 The meeting shall be communicated to the members of the General Assembly, as well as the items on the agenda and proposals.

2 Any decision of the General Assembly shall be filed as soon as possible at the headquarters of the company and of its branches registered in the trade register, so that the participants can read it. The participants shall be informed in the communication addressed to them.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 E 1 L. Participation Bons/III. Participant's legal status/3. Representation on Board of Directors

3. Representation on Board of Directors

The statutes may give participants the right to a representative on the board of directors.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 F 1 L. Participation Bons/III. Participant's legal status/4. Economic rights/a. In general

4. Economic rights

A. In general

1 The statutes shall not differentiate between the participants in relation to the shareholders in the distribution of the profit resulting from the balance sheet and the liquidation proceeds, as well as during the subscription of new shares.

2 If there are several classes of shares, the right of participation must at least be treated as the least-favoured category.

3 Amendments to the statutes and other decisions of the General Assembly which aggravate the situation of the participants shall be permitted only if they affect to the same extent the shareholders to whom the participants are assimilated.

4 Except as otherwise provided in the statutes, the privileges and social rights granted to the participants by the statutes may be deleted or modified only with the agreement of a special meeting of the participants concerned and of the general meeting Shareholders.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 656 G 1 L. Participation Bons/III. Participant's legal status/4. Economic rights/b. Preferential subscription rights

B. Preferential subscription rights

1 In the creation of a share capital, shareholders have the same right of preferential subscription as when issuing new shares.

2 The statutes may provide that shareholders will only be able to subscribe to shares and participants only as a share, if the share capital and share capital are increased simultaneously and in the same proportion.

3 Where only the share capital or share capital is increased or one is increased more than the other, the subscription rights must be distributed in such a way as to allow shareholders and participants to retain the share capital. Proportion of the capital they held until then.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 657 1 Mr. Bons de enjoyment

Mr. Bons de enjoyment

1 The articles of association may provide for the granting of dividend certificates to persons connected with the corporation by prior funds, to shareholders, creditors, workers or persons related to the corporation on a similar basis. They must indicate the number of dividend certificates issued and the content of the rights attached to them.

2 Enjoyment rights may confer only a right to a share of the profit resulting from the balance sheet or liquidation product or a preferential right to the subscription of new shares.

3 The voucher may not have a nominal value; it cannot be designated as a participating interest or be issued against any contribution that is made to the assets of the balance sheet.

4 Holders of rights of tenure are fully entitled to a community to which the provisions on the community of creditors in bonds borrowings are applicable by analogy. However, the decision to waive certain rights or rights arising from the right of enjoyment is compulsory for all carriers only if it is taken by a majority of the holders of all the good in circulation.

5 Enjoyment rights may be created in favour of the founders of the company only if the original articles provide for it.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 658 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 659 1 N. Acquisition by the company of its own shares/I. Limitations

N. Acquisition by the company of its own shares

Limitations

1 The company may acquire its own shares only if it freely disposals of a share of its own funds equivalent to the amount of the necessary expenditure and if the nominal value of all such shares does not exceed 10 % of the share capital.

2 Where nominal shares are acquired in relation to a restriction of transmissibility, this limit shall be up to 20 %. When the company holds more than 10 % of its share capital, it must reduce that share to 10 % by disposing of its own shares or by cancelling it by a reduction within two years.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 659 A 1 N. Acquisition by the company of its own actions/II. Consequences of acquisition

II. Consequences of acquisition

1 The right to vote related to own actions and the rights attached to them shall be suspended.

2 Due to the holding of its own shares, the company allocates to a separate reserve an amount corresponding to their acquisition value.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 659 B 1 N. Acquisition by the company of its own actions/III. Acquisition by Subsidiaries

III. Acquisition by Subsidiaries

1 If a company has a majority interest in subsidiaries, the acquisition of its shares by those subsidiaries is subject to the same limitations and has the same consequences as the acquisition by the company of its own shares.

2 If a corporation acquires a controlling interest in another corporation that owns shares of the recipient, the shares are considered to be shares of the recipient.

3 It is the responsibility of the majority holding company to establish a reserve.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Chapter II: Rights and obligations of shareholders

Art. 660 1 A. Right to benefit and liquidation/I. In general

A. Right to benefit and liquidation

I. In general

1 Any shareholder is entitled to a proportionate share of the profit resulting from the balance sheet, provided that the law or the statutes provide for its distribution among the shareholders.

2 It is entitled, at the time of the dissolution of the corporation, to a proportionate share of the proceeds of the liquidation, unless the articles otherwise regulate the employment of the assets of the dissolved corporation.

3 The privileges that the articles confer on certain classes of shares are reserved.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 661 A. Right to benefit and liquidation/II. Calculation of these shares

II. Calculation of these shares

Except as otherwise provided in the articles, the shares of profit and liquidation shall be calculated in proportion to the payments made to the capital stock.

Art. 662 1

1 Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 662 A 1

1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 (RO 2012 6679; FF 2008 1407 ).

Art. 663 1

1 Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 663 A And 663 B 1

1 Introduced by c. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 (RO 2012 6679; FF 2008 1407 ).

Art. 663 B Bis 1 B. Management report/I. Additional indications for companies whose shares are listed on the stock exchange/1. Allowances

B. 2 Management Report

I. Additional indications for companies whose shares are listed on the stock exchange

1. Allowances

1 Companies whose shares are listed on the stock exchange are required to indicate in the annex to the balance sheet:

1.
All allowances paid directly or indirectly to the members of the Board of Directors;
2.
All allowances paid directly or indirectly to persons to whom the board of directors has delegated all or part of the management of the corporation (management);
3. All allowances paid directly or indirectly to the members of the Advisory Board;
4.
Compensation paid directly or indirectly to former members of the board of directors, management and advisory board when they are in relation to their former organ of the corporation or when they are not Consistent with market practice;
5. Allowances that are not in accordance with the market practice that they have paid directly or indirectly to the relatives of the persons referred to in c. 1 to 4.

2 Benefits include:

1.
Fees, salaries, bonuses and credit notes;
2.
The temes, the shareholdings in the turnover and the other interests in the operating result;
3.
Benefits in kind;
4.
Interests, conversion fees, and option;
5.
Severance benefits;
6.
Surety bonds, guarantee bonds, guarantees for third parties and other security rights;
7.
Renunciation of claims;
8.
Charges that base or increase entitlements to pre-need benefits;
9.
All benefits remunerating the additional work.

3 The following should also be indicated in the annex to the balance sheet:

1.
All loans and other credits under way to the members of the board of directors, management and advisory board;
2.
Loans and other credits under way to former members of the board of directors, management and advisory boards that are not in accordance with market practice;
3.
Loans and other credits in progress that are not in accordance with the practice of the market for the relatives of the persons referred to in c. 1 and 2.

4 Information on allowances and credits should include:

1.
The total amount awarded to the members of the board of directors, together with the amount awarded to each member, with a reference to his or her name and function;
2.
The total amount awarded to management, and the amount awarded to the member of the management whose remuneration is highest, with a reference to the name and function of that member;
3.
The total amount awarded to the members of the Advisory Board, as well as the amount awarded to each member, with a reference to its name and function.

5 The allowances and credits received by the relatives must be shown separately. There is no need to mention the names of these people. For the rest, the provisions governing the information to be provided on allowances and credits granted to the members of the Management Board, the Directorate and the Advisory Board shall apply mutatis mutandis.


1 Introduced by ch. I of the 7 Oct PMQ. 2005 (Transparency of benefits paid to members of the Board of Directors and Management), effective from 1 Er Jan 2007 ( RO 2006 2629 ; FF 2004 4223 ).
2 New content according to the c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 663 C 1 B. Management Report/I. Additional Indications for Companies with Publicly Listed Shares/2. Equity

2. Equity 2

1 Companies whose shares 3 Listed on the stock exchange are required to indicate in the annex to the balance sheet the major shareholders and their holdings as long as they are aware of it or must be aware of it.

2 The following are deemed to be significant shareholders, shareholders and groups of shareholders bound by voting agreements, whose participation exceeds 5 % of all votes. If a lower limit per cent of ownership in registered shares (art. 685 D , para. 1) is laid down in the statutes, this limit is decisive for the obligation to publish.

3 The interests and the conversion and option rights of each member of the board of directors, management and advisory board, including the interests of the persons who are members of the board are also to be indicated. With reference to their name and function. 4


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
3 Rectified by the drafting committee of the Ass. Fed. (art. 33 LREC; 1974 1051).
4 Introduced by ch. I of the 7 Oct PMQ. 2005 (Transparency of benefits paid to members of the Board of Directors and Management), effective from 1 Er Jan 2007 ( RO 2006 2629 ; FF 2004 4223 ).

Art. 663 D To 663 H 1

1 Introduced by c. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 (RO 2012 6679; FF 2008 1407 ).

Art. 664 And 665 1

1 Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 665 A 1

1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 (RO 2012 6679; FF 2008 1407 ).

Art. 666 And 667 1

1 Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 668 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 1

1 Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 670 1 B. Management Report/II. Evaluation. Reassessment

II. Evaluation. Reassessment 2

1 If half of the capital stock and legal reserves is no longer covered as a result of a loss resulting from the balance sheet, the real property or holdings of which the real value exceeds the acquisition price or the cost of the return can be reassessed at the More up to this value in order to balance the deficit position. The revaluation amount must be shown separately on the balance sheet as a revaluation reserve.

2 The re-evaluation may only take place if a certified review officer certifies in writing to the general meeting that the legal requirements are met. 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
3 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 671 1 C. Reservations/I. Legal reserves/1. General Reservation

C. Reservations

I. Legal reserves

1. General reserve

1 5 % of the profit for the year is allocated to the general reserve until it reaches 20 % of the share capital released.

2 Also assigned to this reserve, even when it has reached the legal limit:

1.
After payment of the emission charges, the proceeds of the issue of the shares which exceed the nominal value as it is not allocated to depreciation or contingency purposes;
2.
The balance of the payments made on cancelled shares, less the loss that would have been incurred on the shares issued in their place; and
3.
10 % of the amounts that are allocated as a profit after the payment of a dividend of 5 %.

3 As long as the general reserve does not exceed one-half of the share capital, it can only be used to cover losses or take measures to enable the undertaking to keep in time of loss, to avoid unemployment or Mitigate its consequences.

4 The provisions of para. 2, c. 3, et al. 3, are not applicable to companies whose main purpose is to take stakes in other companies (holding companies).

5 ... 2

6 ... 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Repealed by c. II 2 of the LF of 20 March 2009 on railway reform 2, with effect from 1 Er Jan 2010 ( RO 2009 5597 ; FF 2005 2269 , 2007 2517).
3 Repealed by c. II 1 of the annex to the LF of 17 Dec. 2004 on insurance supervision, with effect from 1 Er Jan. 2006 ( RO 2005 5269 ; FF 2003 3353 ).

Art. 671 A 1 C. Reservations/I. Legal reserves/2. Reserve for own actions

2. Reserve for equity

The reserve created by the corporation as a result of the holding of its own shares may be dissolved within the limit of their acquisition value if the shares are disposed of.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 671 B 1 C. Reservations/I. Legal reserves/3. Revaluation Reserve

3. Revaluation reserve

The revaluation reserve may only be dissolved by conversion to capital stock, amortization or disposal of the reassessed assets.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 672 1 C. Reservations/II. Statutory reserves/1. In general

II. Statutory reserves

1. In general

1 The statutes may require that the reserve be increased by amounts greater than 5 % of the profit of the financial year and exceed the legally fixed 20 % of the paidn shares.

2 They may also provide for the establishment of other reserves and determine their destination and employment.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 673 1 C. Reservations/II. Statutory reserves/2. For the purpose of foresight in favour of workers

2. For the purpose of foresight in favour of workers

The statutes may also provide for the constitution, in particular, of reserves designed to create and support foresight institutions in favour of workers in the enterprise.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 674 1 C. Reservations/III. Dividend and reserves relations

III. Dividend and reserves relations

1 The dividend can be fixed only after legal and statutory reserve allocations have been made in accordance with the law and the statutes.

2 The General Assembly may decide on the constitution of reservations which are not provided for by law or by the statutes or which exceed the requirements, insofar as this is:

1.
Necessary for replacement purposes;
2.
Justified in order to ensure in a sustainable manner the prosperity of the enterprise or the distribution of a dividend as constant as possible taking into account the interests of all shareholders.

3 It may also, even in the absence of any statutory provision, constitute reserves on the profit resulting from the balance sheet, in order to create and support provident institutions for the benefit of workers in the undertaking or similar institutions.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 675 D. Dividends, intercalary and tantireman interests/I. Dividends

D. Dividends, intercalary and tantiem interests

I. Dividends

1 It cannot be paid any interest on the share capital.

2 Dividends may be paid only on the profit resulting from the balance sheet and on the reserves set up for that purpose. 1


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 676 D. Dividends, intercalary and tantiem/II interests. Intercalar interest

II. Intercalar interest

1 An interest of a specified amount, which is charged to the installation account, may be provided to shareholders for the period of preparation and construction of the enterprise; it shall cease to be paid upon exploitation Of this one. The statutes will indicate, within these limits, the time at which the interest payment will cease.

2 When the company decides, in order to extend the circle of its operations, to issue new shares, it may award them a determined interest, which is charged to the installation account; this interest is only granted up to a date Exactly fixed and may not be subsequent to the operation of the new facilities.

Art. 677 1 D. Dividends, intercalary interests and tantiths/III. Tantiths

III. Tantiths

Profit shares may only be allocated to the members of the board of directors if they are taken from the profit resulting from the balance sheet, after the allocation to the legal reserve and the distribution of a dividend of 5 % or of a rate Upper provided by the statuses.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 678 1 E. Return of benefits/I. In general

E. Return of benefits

I. In general

1 Shareholders and members of the Board of Directors, as well as those who are close to them, who have received unduly and in bad faith dividends, demedemes, other shares of profit or intercalary interest shall be required to Restitution.

2 They are also required to return the other benefits of the company which are in clear disproportion with their counter-benefit and the economic situation of the company.

3 The action for restitution belongs to the company and the shareholder; it acts in payment to the company.

4 The obligation to return shall be limited to five years from receipt of the benefit.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 679 1 E. Return of Benefits/II. Tantiths in case of bankruptcy

II. Tantiths in case of bankruptcy

1 In the event of a bankruptcy of the company, the members of the board of directors must return the demedemes they have received in the three years preceding the opening of the bankruptcy, unless they prove that the conditions laid down by the law and the Statutes for the distribution of tantiths were fulfilled and in particular that this distribution was based on a balance sheet established with caution.

2 ... 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Repealed by the annex to the PMQ of 21 June 2013, with effect from 1 Er Jan 2014 ( RO 2013 4111 ; FF 2010 5871 ).

Art. 680 F. Shareholder payments/I. Purpose

F. Shareholder payments

I. Purpose

1 Shareholders may not be required, even by the articles of association, to benefits in excess of the amount fixed, at issue, for the acquisition of their securities.

2 They do not have the right to claim the return of their payments.

Art. 681 F. Shareholder payments/II. Effects of the home/1. Under the Act and the Statute

II. Effects of the home

1. Under the Act and the Statute

1 Shareholders who do not release their shares in a timely manner owe moratoria.

2 The Board of Directors 1 May also declare that they are stripped of the rights resulting from their subscription and that their payments are vested in the company, and issue new shares in place of those that have been cancelled. If the previously issued securities are not returned, the cancellation will be published in the Official Swiss Trade Sheet And, in addition, in the form provided for in the statutes.

3 The articles may also strike a conventional penalty for the remaining shareholders.


1 New term according to c. II 3 of the 4 Oct LF. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757). This mod has been taken into account. Throughout the text.

Art. 682 F. Shareholder payments/II. Effects of the home/2. Remittances

2. Remittances

1 If the board of directors proposes to declare the shareholders to remain deprived of their rights of policyholders or to demand that the criminal clause be executed under the statutes, it must publish at least three times calls for Payments in Official Swiss Trade Sheet And, in addition, in the form provided for in the statutes, by providing them with a new period of at least one month from the last publication. Forfeiture cannot be imposed and the application of the criminal clause may be required only if the shareholder does not pay in the new period either.

2 For nominative securities, the summons shall be given by registered notice to shareholders on the stock register. In this case, the new period shall run from the receipt of the notice.

3 The remaining shareholder is liable to the corporation for the amount that is not covered by the benefits of the new shareholder.

Art. 683 G. Emission and transfer/I. Bearer shares

G. Emission and Transfer

I. Bearer shares

1 Bearer shares may only be issued if they have been released at face value.

2 Previously issued securities are void. The action for damages is reserved.

Art. 684 1 G. Emission and Transfer/II. Nominal actions

II. Nominal actions

1 Unless otherwise provided by law or by statute, nominative shares shall be freely transferable.

2 The transfer by legal act may be carried out by the surrender of the title endorsed by the purchaser.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 1 H. Restriction on transmissibility/I. Legal restriction

H. Restriction on transmissibility

I. Legal Restriction

1 Nominal shares that are not fully paid-up can only be transferred with the approval of the corporation, except for shares acquired by succession, estate sharing, under the matrimonial regime or in proceedings Forced execution.

2 The company may only refuse its approval if the purchaser's creditworthiness is doubtful and the security rights required by the company have not been provided.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 A 1 H. Restriction on transmissibility/II. Statutory Restriction/1. Principles

II. Statutory Restriction

1. Principles

1 The statutes may require that the transfer of the registered shares is subject to the approval of the company.

2 This restriction also applies to the creation of a usufruct.

3 If the company is in liquidation, the restrictions on transmissibility fall.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 B 1 H. Restriction on transmissibility/II. Statutory restriction/2. Nominal shares not listed on the stock exchange/a. Grounds for refusal

2. Nominal shares not listed on the stock exchange

A. Grounds for refusal

1 The company may refuse its approval on the basis of a fair ground provided for in the articles or by offering to the alienator to take back the shares on its own account, on behalf of other shareholders or for that of third parties, at their real value in the Moment of the request.

2 The provisions concerning the composition of the shareholders' circle which justify a refusal having regard to the social purpose or economic independence of the undertaking shall be regarded as fair grounds.

3 The company may also refuse to register the shares if the purchaser has not expressly stated that he is taking the shares in his own name and on his own account.

4 If the shares have been acquired by succession, estate sharing, by virtue of the matrimonial regime or in a forced execution procedure, the company can refuse its approval only if it offers the purchaser the right to take over the shares in question. Their actual value.

5 The purchaser may request that the judge of the registered office of the company determine the actual value. The company incurs the evaluation fee.

6 If the purchaser does not reject the offer of recovery within one month of knowing the actual value, the offer shall be deemed to have been accepted.

7 The statuses cannot make the transfer conditions any more difficult.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 C 1 H. Restriction on transmissibility/II. Statutory restriction/2. Nominal shares not listed on stock exchange/b. Effects

B. Effects

1 As long as the approval necessary for the transfer of shares is not given, the ownership of the shares and any resulting rights shall remain the property of the alienator.

2 In the event of the acquisition of shares by succession, estate sharing, under the matrimonial regime or in a forced execution procedure, the ownership of the title and the economic rights shall immediately pass to the purchaser, the social rights, Only at the time of approval by the corporation.

3 Approval shall be deemed to be granted if the company does not refuse the approval within three months of receiving the request or wrongly rejecting it.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 D 1 H. Restriction on transmissibility/II. Statutory Restriction/3. Nominal shares on the stock exchange/a. Conditions of Refusal

3. Nominal shares on the stock exchange

A. Conditions for refusal

1 The corporation may not refuse as a shareholder the recipient of publicly traded registered shares only if the articles provide for a limit of one-cent of the registered shares to which a recipient must be recognized as a shareholder, and Limit is exceeded.

2 The company may also refuse to register the shares if, on its request, the acquirer has not expressly stated that it has acquired the shares in its own name and on its own account.

3 If quoted nominal shares 2 On the stock exchange have been acquired by succession, estate division or under the matrimonial regime, the purchaser cannot be refused as a shareholder.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Rectified by the drafting committee of the Ass. Fed. (art. 33 LREC; 1974 1051).

Art. 685 E 1 H. Restriction on transmissibility/II. Statutory Restriction/3. Nominal shares listed on the stock exchange/b. Obligation to advertise

B. Obligation to advertise

If publicly traded registered shares are sold on the stock exchange, the bank of the alienator immediately announces to the company the name of the vendor and the number of shares sold.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 F 1 H. Restriction on transmissibility/II. Statutory Restriction/3. Nominal shares listed on the stock exchange/c. Transfer of authority

C. Transfer of rights

1 If publicly traded registered shares are acquired on the stock exchange, the rights pass to the recipient as a result of their transfer. If publicly traded registered shares are acquired outside the stock exchange, the rights will be transferred to the recipient as soon as the recipient has applied to the corporation for recognition as a shareholder.

2 Until such recognition, the acquirer may not exercise the right to vote resulting from the action or other rights attached to the right to vote. The purchaser is not restricted in the exercise of all other rights, in particular the right of preferential subscription.

3 The purchasers not yet recognised by the company are, after the transfer of the right, entered in the register of shares as shareholders without the right to vote. Their actions are not represented at the general meeting.

4 In the event of an unlawful refusal by the acquirer, the company shall be obliged to recognise its right to vote and the rights attached to the right to vote from the day of the judgment; it shall also be required to make good the damage which the acquirer has suffered as a result of Its refusal unless it proves that no fault is attributable to it.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1st Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 685 G 1 H. Restriction on transmissibility/II. Statutory Restriction/3. Nominal shares on the stock exchange/d. Rejection Delay

D. Time limit for refusal

If the corporation does not refuse recognition within 20 days, the recipient is deemed to be a shareholder.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 686 1 H. Restriction on transmissibility/II. Statutory Restriction/4. Register of Actions/a. Registration

4. Stock Registry

A. Registration

1 The company maintains a register of shares, which lists the names and addresses of the owners and usufructuaries of registered shares. It shall keep this register in such a way that it can be accessed at any time in Switzerland. 2

2 The entry in the register of shares shall take place only in the light of a document establishing the acquisition of the title in ownership or the establishment of a usufruct.

3 The company is required to bear this statement on the title.

4 A shareholder is considered to be a shareholder or usufructuary in respect of the corporation that is registered in the stock register.

5 The supporting documents must be kept for ten years after the cancellation of the owner or the usufructuary of the register of shares. 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Phrase introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
3 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 686 A 1 H. Restriction on transmissibility/II. Statutory Restriction/4. Stock Register/b. Radiation

B. Radiation

The company may, after hearing the person concerned, delete the entries in the register of shares when they have been made on the basis of false information given by the purchaser. The latter must be informed immediately.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

S. 687 H. Restriction on transmissibility/II. Statutory Restriction/5. Nominal actions not fully released

5. Nominal actions not fully released 1

1 The recipient of a nominative action that is not paid in full shall meet the payments in respect of the company as soon as it is entered on the stock register.

2 Where the policyholder disposes of his shares, he or she may be sought for the amount not paid if the company is declared bankrupt within two years after its entry on the commercial register and the successor has been declared to have been declared bankrupt. Shareholder rights.

3 The alienator who is not a subscriber is, upon registration of the recipient on the stock register, unbound from the obligation to make payments.

4 As long as nominal shares are not released at face value, the amount paid must be indicated on the title.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 688 H. Restriction on transmissibility/III. Interim certificates

III. Interim certificates

1 Acting certificates may only be issued to bearer shares for bearer shares that are released at face value. Certificates issued prior to release are void. The action for damages is reserved.

2 If nominal interim certificates are established for bearer shares, they can only be transferred in the form provided for the assignment of receivables; however, the transfer has effect to the company only if it has been communicated to the company.

3 For nominative shares, interim certificates must be nominative. The transfer shall be governed by the provisions applicable to such actions.

Art. 689 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/1. Principle

J. Social rights inherent in shareholder quality

I. Participation in the General Assembly

1. Principle

1 Within the General Assembly, the shareholder exercises his or her rights, in particular those relating to the appointment of the bodies, the approval of the management report and the decision on the employment of the benefit.

2 He or she may represent his or her shares in the general meeting or represent them by a third party who, unless otherwise provided in the articles, will not necessarily be a shareholder.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 689 A 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/2. Légitimation vis-à-vis society

2. Legitimation to society

1 Can exercise the social rights relating to the nominative action who is entitled to it by his entry in the register of shares or by the written powers received from the shareholder.

2 Can exercise the social rights connected with the action to the bearer who is entitled to it as a possessor as it produces the action. The Board of Directors may provide for the production of another title of possession.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 689 B 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/3. Shareholder representation/a. In general

3. Representation of the shareholder

A. In general

1 Any person exercising social rights as a representative shall be required to follow the instructions of the representative.

2 The owner of a bearer shares, registered or loaned, may exercise the social rights only if he has received a special document from the shareholder authorizing him to represent him.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 689 C 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/3. Shareholder representation/b. By a member of a corporation of the corporation

B. By a member of a body of the company

If the company proposes to the shareholders to represent them at a general meeting by a member of its organs or by another person who is dependent on it, it must also appoint an independent person to be able to Represent them.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 689 D 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/3. Shareholder representation/c. By a Custodian

C. By a depositary

1 In order to exercise the social rights relating to the actions received in deposit, the depositary representative requests instructions from the applicant before each general meeting to exercise his right to vote.

2 If the applicant's instructions are not given in time, the depositary representative shall exercise the right to vote in accordance with the general instructions of the applicant; failing that, he shall follow the proposals of the Administrative Council.

3 Institutions subject to the Federal Act of 8 November 1934 on banks and savings banks are considered as depositary representatives 2 As well as managers of professional fortune.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 952.0

Art. 689 E 1 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/3. Shareholder representation/d. Communication

D. Communication

1 The bodies, the independent representatives and the depositary representatives shall communicate to the company the number, the species, the nominal value and the category of the shares they represent. In the absence of such information, the decisions of the General Assembly shall be annulled under the same conditions as in the case of participation without the right to the general meeting.

2 The President shall communicate this information to the General Assembly as a whole for each mode of representation. If, despite the request of a shareholder, it fails to provide such information, any shareholder may attack the decisions of the general meeting by activating the corporation.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 690 J. Social rights inherent in the quality of a shareholder/I. Participation in the general meeting/4. If there are several privies

4. If there are several privies 1

1 Where an action is the property of more than one person, the latter may exercise only by a common representative the rights attached to their title.

2 The action under a right of usufruct is represented by the usufructuary; the usufructuary is liable to the owner if he does not take his interests in due consideration.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 691 J. Social rights inherent in the quality of shareholders/II. Participation without charge at the general meeting

II. Participation without charge at the general meeting

1 It is forbidden to abandon actions to allow the representative to exercise the right to vote at the general meeting if the purpose of the abandonment is to render an illusory restriction on that right.

2 Any shareholder may lodge a protest with the board of directors against an unlawful participation in the general meeting or have his opposition recorded in the minutes of the meeting.

3 Where persons who do not have the right to participate in the General Assembly cooperate in one of its decisions, each shareholder may sue in court, even in the absence of any prior protest, unless the evidence is provided that this Cooperation did not influence the decision taken.

Art. 692 J. Social rights inherent in the quality of shareholders/III. Right to vote at the General Assembly/1. Principle

III. Right to vote at the General Assembly

1. Principle

1 Shareholders shall exercise their right to vote at the general meeting in proportion to the face value of all the shares owned by them.

2 Each shareholder is entitled to one or more votes, even if he or she has only one share. The company may, however, limit the number of votes allocated to the holder of several shares in the statutes.

3 If, during a remediation, the nominal value of the shares has been reduced, the primitive amount may be maintained for the purpose of determining the right to vote.

Art. 693 J. Social rights inherent in the quality of shareholders/III. Right to vote at the General Assembly/2. Preferred voting rights

2. Preferred Voting Shares

1 The statutes may declare that the right to vote will be exercised in proportion to the number of shares of each shareholder regardless of their nominal value, so that each share gives the right to one vote.

2 In this case, shares of nominal value less than other shares of the company may be issued only as registered shares and must be fully paid out. The nominal value of the other shares cannot be more than ten times the value of the preferred voting shares. 1

3 The determination of the right to vote in proportion to the number of shares does not apply to:

1.
Designating the review body;
2.
Designate experts to audit all or part of the management;
3.
Deciding on the establishment of special monitoring;
4.
Decide on the opening of a liability action. 2

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 694 J. Social rights inherent in the quality of shareholders/III. Right to vote at the General Assembly/3. The birth of the right to vote

3. The birth of the right to vote

The right to vote arises as soon as the payment fixed by the law or the statutes has been made on the action.

Art. 695 J. Social rights inherent in the quality of shareholders/III. Right to vote at the General Assembly/4. Excluded voting rights

4. Excluded voting right

1 Those who have cooperated in any way in the management of social affairs cannot take part in decisions that give or refuse discharge to the board of directors.

2 ... 1


1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 696 1 J. Social rights inherent in the quality of shareholder/IV. Shareholder control rights/1. Communication of the management report

IV. Shareholder control rights

1. Communication of the Management Report

1 The management report and the revision report shall be made available to the shareholders at the head office of the company no later than 20 days before the ordinary general meeting. Each shareholder may require that a copy of such documents be issued as soon as possible.

2 Holders of registered shares are informed by written communication, holders of bearer shares by means of a publication in the Official Swiss Trade Sheet And, in addition, in the form provided for in the statutes.

3 Any shareholder may still, within one year after the general meeting, have the management report issued by the company in the form approved by the general meeting and the revision report.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 1 J. Social rights inherent in the quality of shareholder/IV. Shareholder control rights/2. Information and consultation

2. Information and Consultation

1 At the general meeting, any shareholder may request information from the board of directors on the affairs of the corporation and the review body on the performance and outcome of its audit.

2 The information must be provided to the extent that it is necessary for the exercise of the shareholder's rights. They may be refused when they compromise the secrecy of business or other social interests worthy of protection.

3 Books and correspondence may be consulted only by express authorization of the General Assembly or by a decision of the Board of Directors, provided that the trade secret is safeguarded.

4 If the information or consultation has been refused, the judge shall decide upon request. 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 697 A 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/1. With the agreement of the General Assembly

Right to the institution of special control

1. With the consent of the General Assembly

1 Any shareholder may propose to the General Assembly the institution of special control in order to clarify certain facts, if necessary for the exercise of his rights and if he has already used his right to be informed or to consult the documents.

2 If the general meeting gives effect to the proposal, the corporation or each shareholder may, within the 30-day period, request the judge to appoint a special auditor.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 B 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/2. In case of refusal by the General Assembly

2. In case of refusal by the General Assembly

1 If the general meeting does not comply with the proposal, shareholders representing at least 10 % of the share capital or shares of a nominal value of 2 million francs may, within three months, apply to the judge for the designation of a Special controller.

2 The applicants are entitled to the appointment of a special controller when they make it likely that founders or bodies have violated the law or the statutes and have thereby caused damage to the company or shareholders.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 C 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/3. Designation

3. Designation

1 The judge shall decide after hearing the company and the person who has required special control at the general meeting.

2 If the judge decides the request, he or she will charge an independent expert in the execution of the control. It defines the object of the control within the limits of the query.

3 The judge may also assign the special control jointly to several experts.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 D 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/4. Activity

4. Activity

1 Special monitoring must be carried out in a timely manner without unnecessarily disrupting the business process.

2 The founders, bodies, agents, workers, curators and liquidators are required to inform the Special Controller on the important facts. In the event of a dispute, the judge shall decide.

3 The Special Controller shall hear the company on the result of the special supervision.

4 It is subject to the duty of discretion.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 E 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/5. Report

5. Report

1 The Special Controller shall report on the result of his or her control in detail, while safeguarding the confidentiality of cases. He submits his report to the judge.

2 The judge shall transmit the report to the company which, where appropriate, shall indicate to him the passages of the report which violate the confidentiality of the cases or other social interests worthy of protection; he shall decide whether those passages should therefore be Excluded from the consultation of the applicants.

3 It gives the company and the applicants an opportunity to take a position on the severed report and ask additional questions.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 F 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/6. Deliberation and communication

6. Deliberation and communication

1 The Board of Directors submits the report and positions to the next General Assembly.

2 Any shareholder may, within one year after the general meeting, require the corporation to provide a copy of the report and the taking of positions.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 G 1 J. Social rights inherent in the quality of a shareholder/V. Right to the institution of special control/7. Fees

7. Fees

1 If the judge makes the request to appoint a special controller, he shall make the advance and the costs borne by the company. If justified by particular circumstances, it may charge all or part of the costs to the applicants.

2 If the general meeting has consented to the special control, the company shall bear the costs.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 697 H 1

1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). Repealed by c. I 1 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 (RO 2012 6679; FF 2008 1407 ).

Art. 697 I 1 K. Obligation to announce shareholder/I. Announcement of the acquisition of bearer shares

K. Obligation to advertise shareholder

I. Announcement of the acquisition of bearer shares

1 A person who acquires shares in the bearer of a company whose securities are not listed on the stock exchange is required to announce the acquisition, either his first name and his name or his name, as well as his address within one month to the company.

2 The shareholder must establish that he or she is the holder of the bearer share and identify:

A.
As a natural person by means of an official legitimation document containing a photograph, in particular by means of a passport, identity card or driver's licence (original or copy of one of those documents);
B.
As a Swiss legal entity by means of an extract from the register of trade;
C.
As a foreign legal entity by means of a current and certified extract of the foreign trade register or by means of a document of the same value.

3 The shareholder is required to disclose to the corporation any change in his or her first name, name or name, as well as his or her address.

4 The acquisition of bearer shares issued in the form of intermediated securities within the meaning of the Act of 3 October 2008 on intermediated securities 2 Is not subject to the obligation to advertise. The company shall designate the depositary with which the bearer shares are deposited or recorded in the main register; the depositary shall be in Switzerland.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
2 RS 957.1

Art. 697 J 1 K. Obligation to advertise shareholder/II. Announcement of the economic right of the shares

II. Announcement of the economic right of the shares

1 A person who acquires, alone or in concert with a third party, shares of a corporation whose securities are not listed on the stock exchange and whose participation, as a result of that transaction, reaches or exceeds the threshold of 25 % of the capital stock or the vote, is To announce within one month to the company the first name, name and address of the natural person on whose behalf he acts last (having economic right).

2 The shareholder is required to disclose to the company any change in the name, name or address of the economic right holder.

3 The acquisition of shares issued in the form of intermediated securities within the meaning of the Act of 3 October 2008 on intermediated securities 2 Is not subject to the obligation to advertise. The company designates the depositary with which the shares are deposited or recorded in the main register; the depositary must be in Switzerland.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
2 RS 957.1

Art. 697 K 1 K. Obligation to advertise shareholder/III. Announcement to a financial intermediary and an obligation to provide information on the latter

III. Announcement to a financial intermediary and an obligation to provide information on the latter

1 The general meeting may provide that the advertisements referred to in s. 697 I And 697 J On bearer shares are made not to the company, but to a financial intermediary within the meaning of the Act of 10 October 1997 on money laundering 2 .

2 The Board of Directors appoints the financial intermediary and communicates its identity to the shareholders.

3 The financial intermediary must inform the corporation at all times of the bearer shares for which the prescribed announcements have been made and the detention has been established.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
2 RS 955.0

Art. 697 L 1 K. Obligation to advertise shareholder/IV. List

IV. List

1 The company maintains a list of holders of bearer shares and economic rights holders announced to the company.

2 This list shall refer to the name and surname, as well as the address of holders of bearer shares and economic rights holders. It refers to the nationality and date of birth of holders of bearer shares.

3 Supporting documents for the advertisement within the meaning of s. 697 I And 697 J Must be kept for ten years after the person is removed from the list.

4 If the corporation has designated a financial intermediary in accordance with s. 697 K , the onus is on the applicant to keep the list and retain the supporting documents for the advertisement.

5 The list must be kept in such a way that it is possible to access it at all times in Switzerland.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 697 M 1 K. Obligation to advertise shareholder/V. Non-compliance with obligations to advertise

V. Non-compliance with obligations to advertise

1 The shareholder may not exercise the social rights relating to the shares whose acquisition is subject to the obligations to announce as long as he has not complied with the latter.

2 It can only enforce the economic rights associated with its actions once it has complied with its obligations to announce.

3 If the shareholder fails to comply with its obligations to announce within one month of the acquisition of the share, its economic rights shall be extinguished. If it fixes that omission at a later date, it may assert the economic rights arising from that date.

4 The Board of Directors ensures that no shareholders exercise their rights in violation of their obligations to advertise.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Chapter III: Organization of society

A. General Assembly

Art. 698 I. Its powers

I. Its powers

1 The general meeting of shareholders is the supreme power of society.

2 It shall have the non-transferable right: 1

1.
Adopt and amend the statutes;
2.
Appoint the members of the board of directors and the review body;
3. 2
Approve the annual report and consolidated accounts;
4.
Approve the annual accounts and determine the employment of the profit resulting from the balance sheet, in particular the fixing of the dividend and the tantiths;
5.
Give discharge to the members of the Board of Directors;
6.
To take all decisions reserved to it by the law or the statutes. 3

1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 1 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
3 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 699 II. Convening and inclusion in the agenda/1. Right and obligation

II. Convening and inclusion in the agenda

1. Right and Obligation 1

1 The General Assembly shall be convened by the Administrative Board and, if necessary, by the Reviewers 2 The liquidators and the representatives of the bondholders also have the right to call it.

2 The ordinary general meeting shall be held every year within six months of the end of the exercise; extraordinary general meetings shall be convened as often as is necessary.

3 One or more shareholders representing at least 10 % of the share capital may also request the convening of the general meeting. Shareholders representing shares of a nominal value of 1 million francs may require the inclusion of an item on the agenda. The convening and recording of an item on the agenda shall be required in writing, indicating the objects of discussion and proposals. 3

4 If the Administrative Council fails to comply with the request within a reasonable period of time, the summons shall be ordered by the judge at the request of the applicants.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New term according to c. II 3 of the 4 Oct LF. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757). This mod has been taken into account. Throughout the text.
3 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 700 1 II. Convening and inclusion in the agenda/2. Method of convening

2. Convening Mode

1 The General Assembly shall be convened in accordance with the mode laid down in the Statute, at least 20 days before the date of the meeting.

2 The convocation of the General Assembly shall mention the items on the agenda, as well as the proposals of the Board of Directors and of the shareholders who have requested the convocation of the meeting or the recordal of an object at The agenda.

3 No decision shall be taken on items which have not been duly entered on the agenda, with the exception of proposals filed by a shareholder in order to convene an extraordinary general meeting, to institute a control Or to elect a review body. 2

4 It is not necessary to announce in advance the proposals in the framework of the items on the agenda or the deliberations that are not to be followed by a vote.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 701 II. Convening and inclusion on the agenda/3. Meeting of all shareholders

3. Meeting of all shareholders

1 The owners or representatives of all the shares may, if there is no opposition, hold a general meeting without observing the forms provided for its convocation.

2 As long as they are present, this Assembly has the right to deliberate and adjudicate validly on all matters which fall within the purview of the General Assembly.

Art. 702 1 III. Preparatory measures; Minutes

III. Preparatory measures; Minutes

1 The Board of Directors shall take the necessary measures to establish the right to vote of the shareholders.

2 He was responsible for the drafting of the Minutes. He mentioned:

1.
The number, the species, the nominal value and the category of shares represented by the shareholders, the bodies, as well as the independent representatives and the depository representatives;
2.
The decisions and results of the elections;
3.
Requests for information and responses;
4.
Returns for which the shareholders apply for registration.

3 Shareholders have the right to consult the Minutes.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 702 A 1 IV. Participation of Board Members

IV. Participation of Board Members

The members of the board of directors shall have the right to participate in the general meeting. They can make proposals.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 703 Decisions and elections/1. In general

Decisions and elections

1. In general 1

If the Act or the Statute does not provide otherwise, the General Assembly shall take its decisions and shall conduct the elections by an absolute majority of the votes allocated to the shares represented.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 704 1 Decisions and elections/2. Major decisions

2. Major Decisions

1 A decision of the general meeting collecting at least two-thirds of the votes allocated to the shares represented and the absolute majority of the nominal values represented is necessary for:

1.
Changing the social goal;
2.
The introduction of preferred voting shares;
3.
Restricting the transmissibility of registered shares;
4. 2
The authorized or conditional increase in the capital stock or the creation of reserve capital under s. 12 of the Bank Act of 8 November 1934 3 ;
5.
The increase of the capital stock by means of own funds, against contributions in kind or with a view to recovery of property and the granting of special benefits;
6.
The limitation or removal of the right of preferential subscription;
7.
The transfer of the corporation's registered office;
8. 4
The dissolution of the corporation.

2 The statutory provisions which provide for the taking of certain decisions by a greater majority than that provided for by the law can only be adopted by a majority.

3 The holders of registered shares who have not adhered to a decision to transform the social purpose or the introduction of preferred voting shares are not bound by the statutory restrictions on the transmissibility of the Actions for a period of six months from the publication of that decision in the Sheet off I Swiss bank of trade.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. 1 of the schedule to the PMQ of Sept. 2011 (Strengthening stability in the financial sector), in force since 1 Er March 2012 ( RO 2012 811 ; FF 2011 4365 ).
3 RS 952.0
4 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 704 A 1 V. Decisions and elections/3. Conversion of shares to bearer in registered shares

3. Conversion of shares to bearer in registered shares

The general meeting may decide, by a majority of the votes cast, to convert shares to the bearer in nominal shares. The articles must not harden the conditions of conversion.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Article 705 VI. Right to dismiss the board of directors and the review body

VI. Right to dismiss the board of directors and the review body 1

1 The General Assembly may revoke the members of the Board of Directors and the reviewers, as well as all proxies and agents appointed by the General Assembly.

2 The action for damages of those who have been revoked is reserved.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 706 VII. Right to attack decisions of the General Assembly/1. Quality for action and reasons

VII. Right to attack decisions of the General Assembly

1. Quality for action and reasons 1

1 The board of directors and each shareholder can sue the decisions of the general assembly that violate the law or the statutes; the action is directed against the company.

2 In particular, decisions which:

1.
Remove or limit the rights of shareholders in violation of the law or the statutes;
2.
Remove or limit the rights of shareholders in an unfounded manner;
3.
Give shareholders an unequal treatment or an injury that is not justified by the purpose of the company;
4.
Remove the profit motive of the company without the agreement of all shareholders. 2

3 And 4 ... 3

5 A judgment which annuls a decision of the General Assembly shall be binding on all shareholders, and each shareholder may rely on it.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
3 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733, FF 1983 II 757).

Art. 706 A 1 VII. Right to attack decisions of the General Assembly/2. Procedure

2. Procedure

1 The action shall be extinguished if it is not carried out no later than two months after the general meeting.

2 If the action is brought by the board of directors, the judge shall appoint a representative of the company.

3 ... 2


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Repealed by c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, with effect from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 706 B 1 VIII. Invalidity

VIII. Invalidity 2

In particular, the decisions of the General Assembly which:

1.
Remove or limit the right to take part in the general meeting, the minimum right to vote, the right to bring action or other rights of shareholders guaranteed by mandatory provisions of the law;
2.
Restrict the rights of control of shareholders more than permitted by law or
3.
Neglecting the basic structures of the limited liability company or infringement of the capital protection provisions.

1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

B. Governing Council 3

Article 707 I. In general/1. Eligibility

I. In general

1. Eligibility 1

1 The board of directors of the company shall consist of one or more members. 2

2 ... 3

3 Where a corporation or a commercial corporation is a member of the corporation, it may not be a member of the board of directors, but its representatives are eligible in its place and place.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 1

1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 709 1 I. In general/2. Representation of categories and groups of shareholders

2. Representation of categories and groups of shareholders 2

1 If there are several categories of shares in respect of the right to vote or the economic rights, the statutes shall provide each of them with the election of at least one representative on the board of directors.

2 The statutes may provide for special provisions to protect minorities or certain groups of shareholders.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 710 1 I. In general/3. Function Duration

3. Duration of duties 2

1 The members of the Management Board shall be elected for three years, unless otherwise provided in the Statute. However, the term of office may not exceed six years.

2 The members of the Management Board shall be eligible for re-election.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 711 1

1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 712 1 II. Organization/1. President and Secretary

II. Organization

1. President and Secretary

1 The Board of Directors shall designate its Chairman and the Secretary. This does not necessarily belong to the Board.

2 If the statutes so provide, the President may be elected by the General Assembly.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 713 1 II. Organization/2. Decisions

2. Decisions

1 Decisions of the Board of Directors shall be taken by a majority of the votes cast. The Chairman shall have a casting vote, unless otherwise provided in the Statute.

2 They may also be taken in the form of written approval to a proposal, unless a discussion is required by one of the members of the board of directors.

3 The deliberations and decisions of the Board of Directors shall be recorded in minutes signed by the Chairman and the Secretary.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 714 1 II. Organization/3. Null decisions

3. Null decisions

The grounds for invalidity of the decisions of the General Assembly shall apply by analogy to the decisions of the Management Board.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 715 1 II. Organization/4. Right to convocation

4. Right to a convocation

Each member of the Board of Directors may require the Chairperson, indicating the reasons, for the immediate convening of the Board of Directors at a meeting.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 715 A 1 II. Organization/5. Right to information and consultation

5. Right to information and consultation

1 Each member of the board of directors has the right to obtain information on all matters of the corporation.

2 During the sessions, each member of the Board of Directors may require information from other members as well as those responsible for management.

3 Outside of the meetings, each member of the board of directors may require persons responsible for the management of information on the operation of the business and, with the approval of the President, on specific matters.

4 To the extent necessary for the performance of its tasks, each member of the Board of Directors may ask the President for the production of the books or files.

5 If the President rejects a request for information, hearing or consultation, the Board of Directors shall decide.

6 The regulations or decisions of the board of directors, which extend the right to information and to consult the documents of the members of the board of directors, are reserved.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 716 1 III. Attributions/1. In general

III. Attributions

1. In general

1 The Board of Directors may make decisions on all matters that are not assigned to the general meeting by statute or statute.

2 It manages the affairs of the corporation to the extent that it has not delegated its management.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 716 A 1 III. Attributions/2. Inalienable Rights

2. Inalienable Rights

1 The Board of Directors has the following non-transferable and inalienable powers:

1.
To exercise senior management of the company and to establish the necessary instructions;
2.
Setting up the organization;
3.
Fixing the principles of accounting and financial control and the financial plan, provided that it is necessary for the management of the company;
4.
Appoint and remove persons responsible for management and representation;
5.
Exercising high supervision over persons responsible for management to ensure that they comply with the law, statutes, regulations and instructions;
6.
Establish management report 2 Preparing the General Assembly and carrying out its decisions;
7.
Inform the judge in case of over-indebtedness.

2 The board of directors may distribute among its members, individually or grouped in committees, the burden of preparing and carrying out its decisions or supervising certain cases. It ensures that its members are properly informed.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Rectified by the drafting committee of the Ass. Fed. (art. 33 LREC; 1974 1051).

Art. 716 B 1 III. Attributions/3. Management Delegation

3. Delegation of Management

1 The statutes may authorize the board of directors to delegate all or part of the management to one or more of its members or to third parties in accordance with the organisational rules.

2 This Regulation lays down the terms and conditions of management, determines the necessary posts, defines the duties and rules in particular the obligation to report. At the request of shareholders or creditors of the company that make it likely that there is a worthy interest, the board of directors shall inform them in writing of the organisation of the management.

3 Where management has not been delegated, it is exercised jointly by all members of the Board of Directors.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 717 1 IV. Duties of Diligence and Fidelity

IV. Duties of Diligence and Fidelity

1 The members of the board of directors, as well as the third parties involved in the management, exercise their duties with all due diligence and faithfully ensure the interests of the corporation.

2 They must treat the shareholders in the same situation in the same way.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 718 1 Representation/1. In general

Representation

1. In general

1 The Board of Directors represents the corporation in respect of third parties. Unless otherwise provided in the articles of association or the rules of procedure, each member of the board of directors shall have the power to represent the company.

2 The board of directors may delegate the power of representation to one or more of its members (delegates) or to third parties (directors).

3 At least one member of the Board must have standing to represent the corporation.

4 The company must be able to be represented by a person domiciled in Switzerland. This person must be a member of the board of directors or a director. It must have access to the register of shares and to the list referred to in Art. 697 L Unless the list is maintained by a financial intermediary. 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade) ( RO 2007 4791 ; FF 2002 2949 , 2004 3745). New content according to the c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 (RO 2015 1389; FF 2014 585).

Art. 718 A 1 V. Representation/2. Scope and limitation

2. Scope and limitation

1 Persons entitled to represent society shall have the right to carry out, on behalf of society, all acts which may involve the social purpose.

2 A limitation of these powers has no effect on third parties in good faith; exceptions are the provisions in the trade register which concern the exclusive representation of the principal or branch establishment or the representation Of the company.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 718 B 1 Representation/3. Contract between company and its representative

3. Contract between company and its representative

If the company is represented by the person with whom it enters into a contract, the contract must be in the written form. This requirement does not apply to routine transactions for which the benefit of the corporation does not exceed 1000 francs.


1 Introduced by ch. I of the 4 Oct PMQ. 1991 (RO 1992 733; FF 1983 II 757). New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 (RO) 2007 4791; FF 2002 2949 , 2004 3745).

Art. 719 Representation/4. Signature

4. Signature 1

Individuals authorized to represent the corporation sign by adding their personal signature to the name of the corporation.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 720 Representation/5. Registration

5. Registration 1

The Board of Directors shall communicate to the Registrar of Trade, for registration, the names of persons entitled to represent the company, by producing the certified copy of the document which gives them the right to represent the company. That right. They shall affix their signature in the presence of the official responsible for the register or give it a duly legalized form.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 721 1 Representation/6. Power of Attorney and Trade Representatives

6. Power of Attorney and Trade Representatives 2

The Board of Directors may appoint proxies and other commercial agents.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 722 1 VI. Responsibility for organs

VI. Responsibility for organs

The company responds to unlawful acts committed in the management of its affairs by a person authorized to manage or represent the company.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 723 And 724 1

1 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 1 VII. Capital loss and over-indebtedness/1. Mandatory Notice

VII. Capital loss and over-indebtedness

1. Mandatory Notice

1 If the last annual balance sheet shows that half of the share capital and legal reserves are no longer covered, the board of directors immediately convens a general meeting and proposes remedial measures.

2 If there are serious reasons to admit that the company is over-indebted, an interim balance sheet is drawn up and subject to the verification of a certified reviewer. 2 If it is clear from the balance sheet that the social debts are not covered where the assets are estimated at their operating value or when they are on their liquidation value, the board of directors shall so notify the judge, unless Creditors of the corporation do not accept that their debt is placed below that of all other claims of the corporation to the extent that the assets are insufficient.

3 If the company does not have a review body, it is for the authorised reviewer to carry out the mandatory opinions which are the responsibility of the review body responsible for the restricted control. 3


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. A 1 VII. Loss of capital and over-indebtedness/2. Opening or adjournment of the bankruptcy

2. Opening or Deferment of Bankruptcy

1 In the light of the notice, the judge declares bankruptcy. It may adjourn it, at the request of the board of directors or a creditor, if the consolidation of the company seems possible; in this case, it takes the measures specific to the conservation of the social assets.

2 The judge may appoint a trustee and either deprive the board of directors of its power of disposition or subordinate its decisions to the agreement of the trustee. It sets out in detail the powers of the Committee.

3 Deferment of bankruptcy shall be published only if the protection of third parties so requires.


1 Introduced by ch. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 726 VIII. Revocation and suspension

VIII. Revocation and suspension 1

1 The Board of Directors may, at any time, revoke the committees, delegates, directors, and all proxies and agents appointed by the Board.

2 At any time, he may, at any time, suspend in the performance of their duties the proxies and agents appointed by the General Assembly, he shall then immediately call the latter.

3 The action for damages by persons who are dismissed or suspended in the performance of their duties shall be reserved.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

C. 4 Revision Body

Art. 727 I. Revision Obligation/1. Regular control

I. Obligation to review

1. Regular monitoring

1 The following companies are required to submit their annual accounts and, where appropriate, their group accounts to the ordinary control of a review body:

1.
Corporations that are open to the public, or corporations:
A.
Who have publicly traded securities, and
B.
Who are debited from a bond,
C.
Whose assets or turnover represent at least 20 % of the assets or turnover of the group accounts of a company within the meaning of the let. A and b;
2. 1
Corporations that, in two successive years, exceed two of the following:
A.
Total balance sheet: 20 million francs,
B.
Turnover: 40 million francs,
C.
Headcount: 250 full-time, annual average jobs;
3.
Corporations that have an obligation to establish group accounts.

2 An ordinary control of the accounts is also required when shareholders representing at least 10 % of the share capital require it.

3 Where the law does not require an ordinary control of the annual accounts, such control may be provided for in the statutes or decided by the general meeting.


1 New content according to the c. I of the PMQ of 17 June 2011 (Right of revision), in force since 1 Er Jan 2012 ( RO 2011 5863 ; FF 2008 1407 ). See also disp. And trans. Of this mod. At the end of the text.

Art. 727 A I. Revision Obligation/1. Regular control/2. Restricted control

2. Limited Control

1 Where the conditions of an ordinary audit are not fulfilled, the company shall submit its annual accounts to the limited control of a review body.

2 With the consent of all shareholders, the corporation may waive restricted control when its workforce does not exceed ten full-time employees on an annual average.

3 The board of directors may request in writing the consent of the shareholders. It may set a response time of at least 20 days and indicate that a failure to respond is equivalent to consent.

4 Where the shareholders have relinquished restricted control, this waiver is also valid for the following years. However, each shareholder has the right to require limited control no later than 10 days before the general meeting. The latter must then elect the review body.

5 If necessary, the Administrative Board shall adapt the statutes and require the review body to be removed from the register of trade.

Art. 727 B II. Requirements to be met by review bodies/1. For an ordinary control

II. Requirements to be met by review bodies

1. For an ordinary control

1 Companies open to the public appoint as review bodies a review undertaking subject to state supervision in accordance with the law of 16 December 2005 on the supervision of the review 1 They must also entrust a review undertaking which is subject to the supervision of the State to carry out the checks which, according to the law, must be carried out by a certified reviewer or by an approved expert reviewer.

2 The other companies which are required to carry out ordinary supervision shall designate as a review body an approved expert review officer within the meaning of the Act of 16 December 2005 on the supervision of the review. They must also instruct a certified revising officer to carry out the controls which, according to the law, must be carried out by a certified reviewer.


Art. 727 C II. Requirements to be met by review bodies/2. For limited control

2. For restricted control

Companies held under restricted control shall designate a revising officer as a review body within the meaning of the Act of 16 December 2005 on the supervision of the review 1 .


Art. 728 III. Regular monitoring/1. Independence of the review body

III. Regular control

1. Independence of the review body

1 The review body shall be independent and shall form its assessment in an objective manner. Its independence must not be restricted in fact or in appearance.

2 The independence of the review body is, in particular, incompatible with:

1.
Membership in the board of directors, other decision-making functions within the corporation, or working relationships with the corporation;
2.
A direct interest or an important indirect interest in the capital stock or a significant debt or debt owed to the corporation;
3.
A close relationship between the person conducting the review and one of the members of the board of directors, another person with decision-making functions or a significant shareholder;
4.
Cooperation in the maintenance of accounting, as well as the provision of other benefits which entail the risk of having to control its own work as a review body;
5.
The acceptance of a mandate that leads to economic dependence;
6.
The conclusion of a contract on conditions not in accordance with the rules of the contract or of a contract by which the review body acquires an interest in the result of the review;
7.
Acceptance of gifts of particular value or benefit.

3 The provisions on independence apply to all persons participating in the review. If the review body is a partnership or a legal person, those provisions also apply to members of the senior executive or administrative body and to other persons exercising decision-making functions.

4 No employee of the review body participating in the review shall be a member of the board of directors of the company subject to review, nor shall any other decision-making functions be exercised within the board.

5 Independence is not guaranteed either when persons close to the review body, persons involved in the review, members of the senior executive or administrative body or other persons performing duties Decision-making does not meet the independence requirements.

6 The provisions on independence also extend to companies which are united under a single direction with the company under review or the review body.

Art. 728 A III. Regular control/2. Powers of review body/a. Purpose and scope of control

2. Functions of the review body

A. Purpose and scope of control

1 The review body shall verify:

1.
If the annual accounts and, where appropriate, the group accounts are in accordance with the legal provisions, the statutes and the frame of reference chosen;
2.
Whether the proposal of the board of directors at the general meeting concerning the employment of the benefit is in accordance with the legal provisions and the statutes;
3.
If there is an internal control system.

2 The review body shall take into account the system of internal control when monitoring and determining its extent.

3 The manner in which the board of directors directs the company is not subject to review by the review body.

Art. 728 B III. Regular control/2. Powers of review body/b. Review Report

B. Review Report

1 The review body shall draw up a detailed report for the Management Board containing findings relating to the establishment of the accounts, the system of internal control and the execution and result of the control.

2 The review body shall prepare a written report for the general meeting which summarizes the outcome of the review. This report contains:

1.
An opinion on the outcome of the audit;
2.
Indications of the independence of the review body;
3.
Indications of the person who led the review and its professional qualifications;
4.
A recommendation to approve, with or without reservation, the annual accounts and group accounts, or to refuse them.
3 Both reports must be signed by the person who directed the review.
Art. 728 C III. Regular control/2. Powers of review body/c. Mandatory Notice

C. Mandatory Notice

1 If the reviewing body finds violations of the law, the statutes or the organisational regulations, it shall notify the Administrative Council in writing.

2 The review body shall also inform the General Assembly when it finds a violation of the law or of the statutes:

1. 1
If it is serious; or
2.
If the board of directors fails to take adequate measures after a written warning from the review body.

3 If the company is manifestly overindebted and the board of directors fails to notify the judge, the review body shall notify the judge. 2


1 Rectified by the drafting committee of the Ass. Fed. (art. 58, para. 1, LParl; RS 171.10 ).
2 Rectified by the drafting committee of the Ass. Fed. (art. 58, para. 1, LParl; RS 171.10 ).

Art. 729 IV. Limited Control (review)/1. Independence of the review body

IV. Limited Control (review)

1. Independence of the review body

1 The review body shall be independent and shall form its assessment in an objective manner. Its independence must not be restricted either in fact or in appearance.

2 Collaboration in accounting, as well as the provision of other benefits to the company subject to control, is permitted. If there is a risk of having to control one's own work, there must be a sure guarantee that appropriate organisational and personnel measures are put in place.

Art. 729 A IV. Restricted control (review)/2. Powers of review body/a. Purpose and scope of control

2. Functions of the review body

A. Purpose and scope of control

1 The reviewing body shall check whether there are any facts arising from:

1.
The annual accounts are not in accordance with the legal provisions and the statutes;
2.
That the proposal of the Management Board at the General Assembly concerning the use of the benefit is not in accordance with the legal provisions and the statutes.

2 Control is limited to hearings, analytical control operations and appropriate detailed checks.

3 The manner in which the board of directors directs the company is not subject to review by the review body.

Art. 729 B IV. Restricted control (review)/2. Powers of review body/b. Review Report

B. Review Report

1 The review body shall prepare a written report for the general meeting which summarizes the outcome of the review. This report contains:

1.
A reference to the restricted nature of the control;
2.
An opinion on the outcome of the review;
3.
Indications of the independence of the review body and, where appropriate, cooperation in the maintenance of the accounting system and the provision of other benefits to the company subject to supervision;
4.
Indications of the person who led the review and its professional qualifications.
2 The report must be signed by the person who directed the review.
Art. 729 C IV. Restricted control (review)/2. Powers of review body/c. Mandatory Notice

C. Mandatory Notice

If the company is manifestly overindebted and the board of directors fails to notify the judge, the review body shall notify the judge.

S. 730 V. Common provisions/1. Election of the Review Body

V. Common provisions

1. Election of the Review Body

1 The General Assembly shall elect the review body.

2 The following are eligible as a review body one or more natural or legal persons as well as partnerships.

3 Financial controls of the public authorities or their employees shall be eligible as a review body if they fulfil the conditions required by this Law. The provisions on independence shall apply mutatis mutandis.

4 At least one member of the review body shall have in Switzerland his domicile, seat or branch registered in the register of commerce.

S. 730 A V. Common provisions/2. Term of office of the review body

2. Duration of function of the review body

1 The review body shall be elected for a period of one to three accounting years. Its mandate ends with the approval of the last annual accounts. It can be renewed in its functions.

2 In the case of ordinary supervision, the person conducting the review may exercise that mandate for up to seven years. It cannot resume the same mandate as after a three-year hiatus.

3 When a review body resigns, it shall indicate its reasons to the Board of Directors, which shall be communicated to the next General Assembly.

4 The General Assembly may, at any time, revoke the review body with immediate effect.

S. 730 B V. Common provisions/3. Information and Secrecy

3. Information and Secrecy

1 The board of directors shall deliver all documents to the review body and provide it with all the information necessary to carry out its duties; upon request, the Board shall provide the information in writing to the Board.

2 The review body shall keep its findings confidential, unless required by law to disclose such findings. It guarantees the confidentiality of the company's business when it prepares its report, when it makes mandatory notices, and when it provides information at the general meeting.

S. 730 C V. Common provisions/4. Documentation and Retention of Parts

4. Documentation and Retention of Parts

1 The reviewing body shall, in writing, record all the benefits it provides for the revision; it shall also keep the revision reports and all important documents for ten years. Data recorded on a computer media must be accessible for a period of the same duration.

2 The coins should enable effective monitoring of compliance with legal provisions.

Article 731 V. Common provisions/5. Approval of accounts and employment of benefit

5. Approval of accounts and employment of benefit

1 For companies having the obligation to have their annual accounts checked and, where appropriate, their group accounts by a review body, the revision report must be available before the general meeting approves the annual accounts And the group accounts and decides on the use of the profit.

2 In the case of ordinary supervision, the review body shall be present at the general meeting. The Commission may waive the presence of the review body by a unanimous decision.

3 If the revision report has not been submitted, the decisions approving the annual accounts and the group accounts and the decision on the employment of the benefit shall be null and void. If the provisions concerning the presence of the review body are not complied with, these decisions shall be annulled.

Article 731 A V. Common provisions/6. Special provisions

6. Special provisions

1 The statutes and the general assembly may settle more in detail the organisation of the review body and extend its powers.

2 The review body shall not be responsible for the powers of the Management Board or for any tasks which would jeopardise its independence.

3 The General Assembly may appoint experts to control all or part of the management.

D. 5 Carences in the organization of society

Article 731 B

1 Where the company does not have all the prescribed bodies or one of these bodies is not composed in accordance with the requirements, a shareholder, a creditor or the trade clerk may require the judge to take the measures Necessary. In particular, the judge may:

1.
Set a time limit for the corporation to restore the legal situation, under penalty of dissolution;
2.
Appoint the default body or a commissioner;
3.
To dissolve the corporation and order its liquidation in accordance with the provisions applicable to the bankruptcy.

2 If the judge appoints the failing organ or a commissioner, it determines the duration for which the appointment is valid. It requires the company to bear the costs and to pay a provision to the appointees.

3 The corporation may, on fair grounds, apply to the judge for the revocation of persons appointed by the corporation.

Chapter IV: Capital stock reduction

Art. 732 A. Reduction Decision

A. Reduction Decision

1 When a corporation proposes to reduce its capital stock without simultaneously replacing the amount of the capital reduction that is new to be paid in its entirety, the general meeting must amend the articles.

2 The General Assembly may take such a decision only if a certified review expert confirms in a revision report that the claims are fully covered by the reduced share capital. The consultant must be present at the general meeting. 1

3 The decision determines the result of the review report and indicates how the reduction in share capital should be carried out. 2

4 Any accounting gain that may result from the reduction in share capital will have to be allocated exclusively to depreciation.

5 The capital stock cannot be reduced to less than 100 000 francs unless it is simultaneously replaced by a new capital of at least 100 000 francs, which must be fully discharged. 3


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 732 A 1 B. Destruction of actions in the event of remediation

B. Destruction of actions in the event of remediation

1 Where, for remediation purposes, the share capital is reduced to zero and then increased again, the associated rights are removed by the reduction in share capital. The issued shares must be destroyed.

2 As part of the increase in share capital, shareholders have a preferential subscription right that cannot be withdrawn.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 733 C. Advice to Creditors

C. Advice to Creditors 1

Where the General Assembly has decided to reduce the share capital, the Management Board shall publish the decision three times in the Official Swiss Trade Sheet And, in addition, in the form provided for in the articles and notifies the creditors that, within two months of the third publication in the Official Swiss Trade Sheet, They will be able to file their claims and demand that they be disinterested or guaranteed.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 734 D. Reduction Operation

D. Reduction Operation 1

The reduction of the capital stock can only be made after the time limit for the creditors has expired and the announced creditors have been disinterested or guaranteed, and can only be registered after it has been ascertained by an authentic instrument The requirements of this chapter have been observed. The revision report shall be annexed to the authentic act. 2


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New wording of the sentence as per c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 735 E. Reduction in the case of a deficit position

E. Reduction in the case of a deficit position 1

If, in order to remove a recorded surplus on the balance sheet and as a result of losses, the corporation reduces the capital stock of an amount that does not exceed the decrease, the board of directors may dispense with notifying and disinterested creditors Or guarantee them.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Chapter V: Dissolution of society

Art. 736 A. Dissolution in general/I. Causes

A. Dissolution in general

I. Causes

The corporation is dissolved:

1.
In accordance with the statutes;
2.
By a decision of the general meeting established in the authentic form;
3.
By the opening of the bankruptcy;
4. 1
By judgment, where shareholders representing at least 10 % of the share capital require the dissolution on fair grounds. Instead, the judge may adopt an alternative solution adapted to the circumstances and acceptable to the parties concerned;
5.
For other statutory grounds.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 737 1 A. Dissolution in general/II. Register for the Trade Register

II. Register for the Trade Register

Except in the case of bankruptcy or judicial decision, the dissolution shall be recorded in the Register of Commerce in the diligence of the Board of Directors.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 738 1 A. Dissolution in general/III. Consequences

III. Consequences

The dissolved corporation shall be wound up, except in the case of a merger, division or transfer of its assets to a corporation under public law.


1 New content according to the c. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger, in force since 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 739 B. Dissolution with liquidation/I. The company during its liquidation. Jurisdiction

B. Dissolution with liquidation

I. The company during its liquidation. Jurisdiction

1 As long as the distribution between shareholders is not over, the company in liquidation retains its personality and retains its corporate name, to which are added the words "in liquidation".

2 During liquidation, the powers of the social bodies are restricted to acts which are necessary for this operation and which, by their very nature, are not the responsibility of the liquidators.

Art. 740 B. Dissolution with liquidation/II. Designation and revocation of liquidators/1. Designation

II. Designation and revocation of liquidators

1. Designation 1

1 The liquidation shall take place by the care of the board of directors, unless the articles of association or general assembly designate other liquidators.

2 The liquidators shall be entered on the commercial register, by the care of the board of directors, even if the board of directors is responsible for the liquidation.

3 At least one of the liquidators must be domiciled in Switzerland and have standing to represent the company. 2

4 If the corporation is dissolved by a court decision, the judge appoints the liquidators. 3

5 In the event of bankruptcy, liquidation shall be carried out by the administration of the estate, in accordance with the rules of the bankruptcy. The organs of the company retain the power to represent it only to the extent that their intervention is still necessary.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 741 1 B. Dissolution with liquidation/II. Designation and revocation of liquidators/2. Revocation

2. Revocation

1 The General Assembly may, at any time, revoke the liquidators appointed by the General Assembly.

2 At the request of a shareholder and if there are valid reasons, the judge may remove liquidators and, if necessary, appoint others.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 742 B. Dissolution with liquidation/III. Purpose of liquidation/1. Balance sheet. Appeal to Creditors

III. Purpose of liquidation

1. Balance sheet. Appeal to Creditors

1 The liquidators draw up a balance sheet upon their entry into office.

2 To this end, creditors are informed of the dissolution of the company and summoned to make known their claims, those mentioned in the books or otherwise known, by special notice, those who are unknown or whose domicile is Ignored, by publishing in Official Swiss Trade Sheet And, in addition, in the form provided for in the statutes.

Art. 743 B. Dissolution with liquidation/III. Purpose of liquidation/2. Other obligations

2. Other Obligations

1 The liquidators complete the current affairs, recover, if necessary, the payments not yet made on the shares, carry out the assets and carry out the undertakings of the company, unless it emerges from the balance sheet and from the appeal to creditors that The asset no longer covers debts.

2 If the assets no longer cover the debts, they shall inform the judge accordingly. He declares bankruptcy.

3 They represent the company for the acts required by the liquidation; they can plead, compromise, compromise and even, as necessary, undertake new operations.

4 Unless otherwise decided by the General Assembly, liquidators may also sell assets of a willing buyer.

5 When the winding-up is prolonged, the liquidators are required to draw up an interim annual balance sheet.

6 The company responds to unlawful acts committed by the liquidators in the performance of their duties.

Art. 744 B. Dissolution with liquidation/III. Purpose of liquidation/3. Protection of creditors

3. Protecting Creditors

1 If known creditors have failed to produce, the amount of their claims shall be recorded in court.

2 A corresponding amount must also be recorded for the company's unmatured or contentious obligations, unless the creditors receive equivalent security or the asset allocation is deferred until the settlement of the These obligations.

Art. 745 B. Dissolution with liquidation/III. Purpose of liquidation/4. Asset Allocation

4. Asset Breakdown

1 After payment of the debts, the assets of the dissolved corporation are, unless otherwise provided by the articles, distributed among the shareholders in proportion to their payments and taking into account the privileges attached to certain classes of shares. 1

2 This allocation can only be made after the expiration of one year on the day on which the call to creditors was published for the third time.

3 A distribution may take place after a period of three months if a certified review expert certifies that the debts are extinguished and that the circumstances make it possible to deduce that there is no interest of third parties at risk. 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 746 B. Dissolution with liquidation/IV. Write-off to the Trade Register

IV. Write-off to the Trade Register

After the end of the liquidation, the liquidators are required to notify the trade register that the social reason is extinguished.

Art. 747 1 B. Dissolution with liquidation/V. Conservation of the register of shares, books of the company and of the list

Retention of the register of shares, books of the company and of the list

1 The register of shares, the books of the corporation, the list referred to in s. 697 L And the supporting documents relating to it must be kept for ten years after the cancellation of the company in a safe place. The latter shall be appointed by the liquidators or, if they cannot agree, by the Office of the Trade Register.

2 The register of shares and the list must be kept in such a way that it can be accessed at all times in Switzerland.


1 New content according to the c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 748 to 750 1 C. Dissolution without liquidation/I. ...

C. Dissolution without liquidation

I. ..


1 Repealed by c. 2 of the annex to the PMQ of 3 Oct. 2003 on fusion, with effect from 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 751 C. Dissolution without liquidation/II. Resumed by a Public Law Corporation

II. Resumed by a Public Law Corporation

1 Where the assets of an anonymous company are taken over by the Confederation, by a canton or, under the guarantee of the canton, by a district or a municipality, the liquidation may be conventionally excluded if the general meeting consents.

2 The General Assembly shall decide in accordance with the rules applicable to the dissolution, and its decision shall be entered on the register of commerce.

3 Upon registration, the transfer of assets and liabilities is completed and the corporation's name must be written off.

Chapter VI: Accountability

Art. 752 1 A. Liability/I. For the issuance prospectus

A. Accountability

I. For the issue prospectus

Those who, when establishing a company or issue of shares, bonds or other securities, have inserted, intentionally or negligently, in the issuing flyers or in similar documents, incorrect information, Misleading or non-compliant with legal requirements, disseminated or participated in these acts, respond to the purchasers of the securities of the damage they caused to them.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Article 753 1 A. Accountability/II. In the acts of foundation

II. In the acts of foundation

The founders, the members of the board of directors, and all persons who cooperate with the foundation of a corporation respond to it as well as to each shareholder and social creditor of the damage they cause:

1.
By indicating in an inaccurate or misleading manner, by concealing or disguising, intentionally or negligently, contributions in kind, reclaims of property or special advantages granted to shareholders or other persons, in the Status, in a foundation report or an increase in share capital, or by acting in any other way unlawfully when approving such a measure;
2.
By recording, intentionally or negligently, the company in the trade register on the basis of a certificate or other document that would contain inaccurate information;
3.
Knowingly contributes to the acceptance of subscriptions from insolvent persons.

1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 754 1 A. Accountability/III. In administration, management and liquidation

III. In administration, management and liquidation

1 The members of the board of directors and all persons engaged in the management or liquidation shall respond to the company, as well as to each shareholder or social creditor, from the damage they cause to them by missing Intentionally or negligently to their duties.

2 The person who, in a lawful manner, delegates to another body the exercise of an award, responds to the damage caused by the latter, unless he proves to have taken on the matter of choice, education and supervision, all the care ordered by the Circumstances.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 755 1 A. Accountability/IV. In Review

IV. In Review

1 All persons who are responsible for auditing the annual accounts and group accounts, the foundation, and the increase or reduction of the capital stock respond to the corporation, as well as to each shareholder Or a social creditor, from the damage they cause to them by intentionally or negligently lacking in their duties.

2 If the audit was carried out by a financial control of the public authorities or by an employee of the public authorities, the responsibility lies with the relevant public authority. The public authority may appeal against persons who have participated in the audit in accordance with the rules of public law. 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 756 1 B. Damage to the Company/I. Non-Bankruptcy Pretentions

B. Damage to society

I. Non-Bankruptcy Pretentions

1 For the damage caused to the company, the company and each shareholder have the right to bring action. Shareholders can only act in payment of damages to the company.

2 ... 2


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 Repealed by c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, with effect from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Art. 757 1 B. Damage to society/II. Pretentions in Bankruptcy

II. Pretentions in Bankruptcy

1 In the bankruptcy of the injured company, the social creditors also have the right to claim payment to the company for damages. However, the rights of shareholders and social creditors are exercised first by the administration of the bankruptcy.

2 If the administration of the bankruptcy fails to exercise these rights, any shareholder or social creditor may do so. The product is first used to cover the claims of the requesting creditors, in accordance with the provisions of the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy 2 The applicant shareholders participate in the surplus in the measure of their participation in the company; the remainder falls into the mass.

3 Is reserved for the assignment of a debt obligation of the corporation, in accordance with s. 260 of the Federal Law of 11 April 1889 on the prosecution of debts and the bankruptcy.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 RS 281.1

Art. 758 1 B. Damage to Company/III. Effect of discharge

III. Effect of discharge

1 For the facts revealed, the discharge given by the general meeting is effective against the company and the shareholder who has acceded to the discharge or who has acquired the shares later in knowledge thereof.

2 The right of other shareholders to bring action is extinguished six months after the discharge.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 1 C. Joint and several liability and action

C. Joint and several liability and action

1 If more than one person is injured, each person is jointly and severally liable in so far as the damage can be attributed to him personally because of his fault and in the light of the circumstances.

2 The plaintiff may activate several officials for the whole of the damage and ask the court to fix in the course of the same procedure the damages owed by each of the defendants.

3 The judge rules the appeal between several officials taking into account all the circumstances.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Art. 760 D. Prescription

D. Prescription

1 The actions in respect of liability governed by the foregoing shall be laid down in five years from the day on which the injured party has become aware of the damage, as well as the person in charge, and, in any case, ten years from the day Where the harmful event occurred.

2 If the damages derive from an offence under criminal law to a longer period of time, this requirement applies to civil action.

Art. 761 1

1 Repealed by c. 5 of the annex to the PMQ of 24 March 2000 on the fors, with effect from 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).

Chapter VII: Participation of corporations under public law

Art. 762

1 Where a public law corporation such as the Confederation, a canton, a district or a municipality has a public interest in an anonymous company, the articles of the company may confer on it the right to delegate representatives within the public interest. The board of directors or the review body even if it is not a shareholder. 1

2 In similar companies, as well as in joint ventures to which such a corporation is a shareholder, the members of the board of directors and the revisers delegated by the corporation may be dismissed only By her.

3 The members of the board of directors and the revisers delegated by the corporation have the same rights and obligations as those elected by the general meeting. 2

4 The liability of the members of the board of directors and of the auditors delegated by the corporation in respect of the corporation, shareholders and creditors is assumed by the corporation, subject to recourse under the applicable law of the Confederation or the canton.


1 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
2 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Chapter VIII: Public law institutions not subject to this Law

Art. 763

1 The provisions concerning public limited companies are not applicable to companies or establishments such as banks, insurance companies, electric companies created by special cantonal laws and administered with the assistance of the authorities If the canton is in the alternative responsible for their obligations and still that all or part of the capital is divided into shares and supplied by private individuals.

2 These provisions do not apply to corporations and establishments created before 1 E R January 1883 by special cantonal laws, and administered with the assistance of public authorities, even though the canton is not in the alternative responsible for their obligations.

Title Twenty-seventh: De la société en commandite par actions

Art. 764 Definition

Definition

1 A share-limited partnership is a corporation whose capital is divided into shares and in which one or more partners are held on all of their property and solidarily from social debts, together with a partner in a general partnership.

2 The rules of the company shall apply, unless otherwise provided, to the partnership by shares.

3 Where a limited partnership is divided into shares that do not have the character of shares, but are created solely for the purpose of determining the extent to which several sponsors participate in the partnership, the rules of the limited partnership are Applicable.

Art. 765 B. Administration/I. Designation and credentials

Administration

Identification and credentials

1 The infinitely responsible partners form the administration of the company. They have the power to administer and represent it. Their names are indicated in the statutes.

2 The name, home, place of origin and function of directors and persons authorized to represent the corporation must be entered in the register of commerce. 1

3 No transfer can be made among the partners indefinitely without the consent of the other directors and an amendment to the articles.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 766 B. Administration/II. Adherence to decisions of the General Assembly

II. Adherence to decisions of the General Assembly

The decisions of the General Assembly concerning the transformation of the social purpose, the extension or restriction of the business circle, as well as the continuation of the company beyond the term laid down in the statutes, are valid only if all Administrators adhere to it.

S. 767 B. Administration/III. Withdrawal of authority to administer and represent the corporation

III. Withdrawal of authority to administer and represent the corporation

1 The authority to administer and represent the corporation may be withdrawn from the directors under the conditions allowed in respect of a general partner.

2 The withdrawal of the power terminates the partner's unlimited liability in respect of the undertakings of the company subsequently born.

Art. 768 C. Control/I. Designation and Powers

C. Control

Identification and credentials

1 Any company that is limited by shares must have a special supervisory body and must carry out ongoing monitoring of management; the statutes may give it more extensive powers.

2 Directors do not have the right to participate in the designation of auditors.

3 The controllers are registered on the trade register.

Art. 769 C. Control/II. Responsibility Action

II. Responsibility Action

1 The auditors may, on behalf of the corporation, request the directors to account for their management and to bring them to court.

2 If the directors were guilty of dol, the controllers may seek them before the judge even if the general meeting has otherwise disposed of it.

Art. 770 D. Dissolution

D. Dissolution

1 The company ends with the exit, death, incapacity or bankruptcy of all partners indefinitely liable.

2 The dissolution of the company is, moreover, subject to the rules concerning the dissolution of the limited-liability company; however, the general meeting may decide to dissolve before the term laid down in the statutes only if the administration consents to it.

3 ... 1


1 Repealed by c. 2 of the annex to the PMQ of 3 Oct. 2003 on fusion, with effect from 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 771 E. Denunciation

E. Denunciation

1 The indefinitely responsible partner has a right of denunciation, which is exercised in the same way as that of the partner as a general partnership.

2 When one of the partners indefinitely responsible makes use of this right, the others continue the company, unless the articles of association have otherwise.

Title Twenty-eighth 6 From the limited liability company

Chapter I: General provisions

Art. 772 Definition

Definition

1 The limited liability company is a personal capital corporation formed by one or more persons or corporations. Its social capital is laid down in the statutes. Its debts are guaranteed only by social assets.

2 Each partner has at least one share of the capital. The articles of association may provide for the obligation of partners to make additional payments or to provide ancillary benefits.

Art. 773 B. Social Capital

B. Social Capital

Social capital may not be less than 20 000 francs.

Art. 774 C. Social Parts

C. Social Parts

1 The nominal value of the shares may not be less than 100 francs. In the case of a reorganisation of the company, it cannot be reduced to less than 1 franc.

2 Social shares must be issued at least at face value.

Art. 774 A D. Enjoyment

D. Enjoyment

The articles of association may provide for the issue of dividend certificates; the law of the public limited-liability company is applicable by analogy.

Art. 775 E. Associates

E. Associates

A limited liability company may be founded by one or more natural or legal persons or by other commercial companies.

Art. 776 F. Statutes/I. Provisions necessary

F. Statutes

I. Provisions necessary

The articles must contain provisions on:

1.
The corporation's name and head office;
2.
The purpose of the corporation;
3.
The amount of social capital and the number and nominal value of the shares;
4.
The form to be observed for the company's publications.
Art. 776 A F. Statutes/II. Other provisions

II. Other provisions

1 Only if the articles are included in the articles are the provisions concerning:

1.
The principle and terms of an obligation to make additional payments or to provide ancillary benefits;
2.
The principle and manner of rights of preference, pre-emption or emption of partners or society on social shares;
3.
Prohibition for competitors to compete;
4.
The institution of conventional punishments ensuring the fulfilment of statutory or statutory obligations;
5.
The privileges attached to certain classes of shares (privileged social shares);
6.
The institution, in favour of the partners, of a right of veto over the decisions of the assembly of partners;
7.
Restrictions on the right to vote of partners and their right to be represented;
8.
Good enjoyment;
9.
Statutory reserves;
10.
The allocation of skills to the assembly of partners, if those competencies go beyond those provided for by law;
11.
Approval of certain managers' decisions by the assembly of partners;
12.
The need for approval by the Assembly of partners of the designation of natural persons who exercise the right to business management on behalf of partners who are corporations or commercial corporations;
13.
The right of managers to appoint directors, proxies and commercial agents;
14.
Payment of tantiths to managers;
15.
The granting of intercalary interests;
16.
The organisation and powers of the review body, if these provisions go beyond the terms of the law;
17.
The institution of a statutory right to leave the company, the conditions for the exercise of that right and the related compensation;
18.
The special causes of a partner's exclusion;
19.
Other causes of dissolution than those provided for by law.

2 Only on the condition that derogations from the legal provisions concerning:

1.
Making decisions regarding the subsequent creation of new privileged social shares;
2.
Transfer of social shares;
3.
The convening of the assembly of partners;
4.
Determining the voting rights of the partners;
5.
Decision-making at the assembly of partners;
6.
Decision-making by managers;
7.
Management and representation;
8.
Prohibition for managers to compete.
Art. 777 G. Foundation/I. Constituent Act

G. Foundation

I. Constitutive Act

1 The company is constituted by an act in the authentic form in which the founders declare a limited liability company, stop the text of the statutes and designate the organs.

2 In this act, the founders subscribe to the social shares and find:

1.
That all social shares have been validly subscribed;
2.
The contributions correspond to the total price of the issue;
3.
Contributions have been made in accordance with legal and statutory requirements;
4.
They accept the statutory obligation to make additional payments or to provide ancillary benefits.
Art. 777 A G. Foundation/II. Subscriptions to social shares

II. Subscriptions to social shares

1 To be valid, the subscription of the shares requires the indication of the number, the nominal value and the issue price of the social shares, and, where applicable, the indication of their category.

2 The act of subscription must refer to the statutory provisions concerning:

1.
The obligation to make additional payments;
2.
The obligation to provide ancillary benefits;
3.
Prohibition for competitors to compete;
4.
The rights of preference, preemption and emption of the partners or society;
5.
Conventional punishments.
Art. 777 B G. Foundation/III. Supporting documentation

III. Supporting documentation

1 The public officer shall state in the instrument of incorporation the supporting documents and certify that they have been submitted to him and to the founders.

2 Must be annexed to the constituent instrument:

1.
Statuses;
2.
The foundation report;
3.
The verification certificate;
4.
Proof of deposit of cash contributions;
5.
Contracts relating to contributions in kind;
6.
Contracts for the recovery of existing goods.
Art. 777 C G. Foundation/IV. Apports

IV. Apports

1 When the company is founded, a contribution corresponding to the issue price must be paid for each social share.

2 For the remainder, the right of the limited liability company shall apply mutatis mutandis to:

1.
The indication of the contributions in kind, the recoveries of goods and the special advantages in the statutes;
2.
Entry into the register of the trade in contributions in kind, the recovery of goods and the special advantages;
3.
Release and verification of contributions.
Art. 778 H. Registration in the Register of Commerce/I. Company

H. Registration in the Register of Trade

I. Company

The company must be registered in the commercial register of the place where it has its registered office.

Art. 778 A H. Register for the Trade Register/II. Branches

II. Branches

Branches must be registered in the Trade Register of the place where they are located.

Art. 779 J. Personality acquisition/I. Moment; legal conditions not met

J. Personality Acquisition

I. Moment; legal conditions not met

1 The company acquires the personality by its entry in the register of commerce.

2 It acquires the personality even if the registration requirements are not met.

3 Where the interests of creditors or partners are seriously threatened or compromised by the fact that legal or statutory conditions have not been fulfilled at the time of the foundation, the judge may, at the request of one of those creditors or partners, Dissolve the corporation.

4 The action is extinguished if it is not introduced within three months of the publication of the foundation of the company in the Swiss official trade sheet.

Art. 779 A J. Personality Acquisition/II. Acts completed prior to registration

II. Acts completed prior to registration

1 Persons acting on behalf of the company before the latter's entry into the trade register are personally and severally liable.

2 Persons who expressly contract on behalf of the company are released if the company resumes its obligations within three months of its entry into the trade register; in this case, the company remains alone Committed.

Art. 780 K. Amendment of Statutes

K. Amendment of Statutes

Any decision of the assembly of partners amending the articles of association shall be the subject of an authentic act and shall be recorded in the register of commerce.

Article 781 L. Increase in social capital

L. Increase in social capital

1 The assembly of partners may decide to increase social capital.

2 The enforcement of the decision rests with the managers.

3 The subscription of the shares and the liberation of the contributions shall be governed by the provisions applicable to the foundation of the company. In addition, the provisions of the right of the limited liability company concerning the increase in share capital shall apply mutatis mutandis to the subscription bulletin. A public offer for the subscription of social shares is excluded.

4 The registration of the increase in social capital in the register of trade must be required within three months of the decision of the assembly of the partners; failing that, the decision lapses.

5 In the case of surplus, the provisions of the right of the limited liability company relating to the ordinary increase in share capital shall apply by analogy:

1.
The form and content of the decision of the assembly of partners;
2.
The partner's preferential right of subscription;
3.
The increase in social capital by own funds;
4.
The increase report and the verification certificate;
5.
Amending the statutes and the findings of the managers;
6.
The recording of the increase in social capital in the register of trade and the nullity of securities issued prior to registration.
Art. 782 M. Reduction in social capital

M. Reduction in social capital

1 The assembly of partners may decide to reduce social capital.

2 Under no circumstances can social capital be reduced to less than 20 000 francs.

3 Social capital can only be reduced in order to remove a passive surplus from the balance sheet and resulting from losses that if the partners have fully fulfilled their statutory obligation to make additional payments.

4 In the case of surplus, the provisions of the right of the limited liability company relating to the reduction of share capital shall apply mutatis mutandis.

Art. 783 N. Acquisition by the company of equity shares

N. Acquisition by the company of equity shares

1 The company may acquire equity shares only if it freely disposals of a share of its own funds equivalent to the amount of the necessary expenditure and if the nominal value of all such shares does not exceed 10 % of the capital Social.

2 Where social shares are acquired as a result of a restriction of the transfer, or the exit or exclusion of a partner, this limit shall be at most 35 %. When the company holds more than 10 % of its share capital, it must reduce its share to 10 % by disposing of its own shares or by eliminating it with a capital reduction within two years.

3 Where a social share related to an obligation to make additional payments or to provide ancillary benefits is linked to a social share which must be acquired, that obligation must be deleted before the acquisition.

4 In the case of surplus, the provisions of the law of the limited company relating to the acquisition of shares by the company shall apply mutatis mutandis.

Chapter II: Rights and obligations of partners

Art. 784 A. Social Parts/I. Title

A. Social Parts

I. Title

1 If social shares are recognized by a title, the title is merely a proof or nominal value.

2 The title of social shares must contain the same references to statutory rights and obligations as the act of underwriting social shares.

Art. 785 A. Social Parts/II. Transfer/1. Assignment/a. Shape

II. Transfer

1. Assignment

A. Form

1 The assignment of social shares and the obligation to cede social shares must be in writing.

2 The assignment contract must contain the same references to statutory rights and obligations as the act of underwriting social shares.

Art. 786 A. Social Parts/II. Transfer/1. Assignment/b. Approval Requirements

B. Approval Requirements

1 The transfer of social shares requires the approval of the assembly of partners. The latter may refuse its approval without stating its reasons.

2 The statutes may derogate from this regulation:

1.
Waiving the requirement for approval of the assignment;
2.
Determining the grounds on which the approval of the assignment may be refused;
3.
Providing that approval may be refused if the corporation proposes to allow the alienator to regain its share of the shares at their real value;
4.
Excluding the transfer of social shares;
5.
Providing that approval may be refused when the performance of an obligation to make additional payments or to provide ancillary benefits is doubtful and the security rights required by the corporation have not been provided.

3 Where the articles of association exclude the transfer of shares or that the assembly of partners refuses to approve it, the right to leave the company for just cause is reserved.

Art. 787 A. Social Parts/II. Transfer/1. Assignment/c. Time of transfer

C. Timing of transfer

1 When the shareholders' meeting is required to approve the transfer of shares, the shares will not be affected until the approval is given.

2 Approval shall be deemed to be granted if the shareholders' meeting does not refuse the approval within six months of receiving the request.

Art. 788 A. Social Parts/II. Transfer/2. Special Acquisition Modes

2. Specific Modes of Acquisition

1 Where social shares are acquired by succession, by estate division, by virtue of the matrimonial regime or in a forced execution procedure, all the rights and obligations attached to it pass to the purchaser without the approval Of the assembly of partners.

2 In order to exercise the right to vote and the rights attached to it, the acquirer must, however, be recognized as a partner with the right to vote by the assembly of the partners.

3 The assembly of partners may refuse to grant recognition to them only if the company proposes to retake its shares in their real value at the time of the request. The offer may be made for the company's own account, on behalf of other partners or for the account of third parties. If the purchaser does not reject the offer to resume the company within the period of one month after becoming aware of the actual value, the offer is deemed to have been accepted.

4 Recognition shall be deemed to be granted if the Assembly of the partners does not refuse it within six months of the filing of the application.

5 The statuses may waive the requirement for recognition.

Art. 789 A. Social Parts/II. Transfer/3. Determining the actual value

3. Determining the actual value

1 Where the law or statutes refer to the actual value of the shares, the parties may require the judge to determine the latter.

2 The judge allocates the costs of the procedure and the estimate according to its discretion.

Art. 789 A A. Social Parts/II. Transfer/4. Usufruct

4. Usufruct

1 The provisions concerning the transfer of social shares apply by analogy to the creation of a usufruct on a social part.

2 When the statutes exclude the transfer of shares, the constitution of a usufruct on a social part is also excluded.

Art. 789 B A. Social Parts/II. Transfer/5. Permission to pledge

5. Permission to pledge

1 The statutes may provide that the incorporation of a lien on a social part requires the approval of the assembly of partners. The Commission can only refuse its approval for the right reasons.

2 Where the statutes exclude the transfer of social shares, the constitution of a pledge on a social share is also excluded.

Art. 790 A. Social Parts/III. Register of shares

III. Register of shares

1 The company maintains a register of social shares. It shall keep this register in such a way that it can be accessed at any time in Switzerland. 1

2 The register of shares shall refer to:

1.
The names and addresses of the partners;
2.
The number, nominal value and possible categories of the shares held by each partner;
3.
Name and address of the usufructuaries;
4.
The name and address of the secured creditors.

3 Partners who are not authorized to exercise the right to vote and the rights attached thereto shall be designated as non-voting associates.

4 Each partner has the right to consult the register of shares.

5 The supporting documents must be kept for ten years after the person concerned has been removed from the register of shares. 2


1 Phrase introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).
2 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 790 A 1 A. Social Parts/III Bis . Announcement of the economic right of the shares

III Bis . Announcement of the economic right of the shares

1 Any person who acquires alone or in concert with one third of the social shares and whose participation, following that operation, attas or exceeds the threshold of 25 % of the social capital or of the votes, shall be required to announce within one month to the company the First name, name and address of the natural person on whose behalf he last acts (having economic right).

2 The partner is required to communicate to the company any change in the name, name or address of the economic right.

3 The provisions of the law of the limited company relating to the list of economic rights holders (Art. 697 L ) And the consequences of non-compliance with the obligations to announce (art. 697 M ) Are applicable by analogy.


1 Introduced by ch. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 791 A. Social Parts/IV. Register for the Trade Register

IV. Register for the Trade Register

1 The partners must be registered in the register of trade, with an indication of their name, domicile and place of origin, as well as the number and nominal value of the shares they hold.

2 The request for registration is the responsibility of the company.

Article 792 A. Social shares/V. Ownership of several rights holders

Ownership of several rights holders

Where a social share is the property of several rights holders, they shall:

1.
Jointly designate a person to represent them; they may exercise the rights attached to that social share only through that person;
2.
Are jointly and severally liable to make the additional payments and to provide the ancillary benefits.
Art. 793 B. Apports to be released

B. Apports to be released

1 The partners must release a contribution corresponding to the issue price of their shares.

2 Released intakes cannot be checked in.

Art. 794 C. Accountability of partners

C. Accountability of partners

The debts of the company are guaranteed only by social assets.

Art. 795 D. Additional payments and ancillary benefits/I. Additional payments/1. Principle and amount

D. Additional payments and ancillary benefits

I. Additional payments

1. Principle and amount

1 The statuses may require partners to make additional payments.

2 Where the statutes provide for an obligation to make additional payments, they shall determine the amount of the additional payments relating to a social share. This amount may not exceed twice the nominal value of that social share.

3 The partners are only required to carry out the additional payments relating to their shares.

Art. 795 A D. Additional payments and ancillary benefits/I. Additional payments/2. Eligibility

2. Eligibility

1 Additional payments are required by the managers.

2 They are payable only when:

1.
The sum of social capital and legal reserves is no longer covered;
2.
The corporation cannot continue to manage its affairs diligently without these additional means;
3.
The corporation needs capital for a reason provided for in the articles.

3 The opening of the bankruptcy is due to the additional payments due.

Art. 795 B D. Additional payments and ancillary benefits/I. Additional payments/3. Check-in

3. Restitution

The additional payments made may be returned, in whole or in part, only by means of own funds which the company may freely dispose of; a certified revising officer must certify it in writing.

Art. 795 C D. Additional payments and ancillary benefits/I. Additional payments/4. Reduction

4. Reduction

1 A statutory obligation to make additional payments can be reduced or eliminated only if the social capital and legal reserves are fully covered.

2 The provisions concerning the reduction of social capital shall apply mutatis mutandis.

Art. 795 D D. Additional payments and ancillary benefits/I. Additional payments/5. Maintenance

5. Maintenance

1 Subject to the following restrictions, the obligation of the members leaving the corporation to make additional payments remains for three years. The registration of the trade register determines the timing of the exit.

2 Partners who have left the corporation are required to make additional payments only in the event of a bankruptcy.

3 The obligation to make additional payments is extinguished to the extent that it has been met by subsequent purchasers of the shares.

4 The obligation of a partner who has left the corporation to make additional payments cannot be extended.

Art. 796 D. Additional payments and ancillary benefits/II. Incidental benefits

II. Incidental benefits

1 The articles may require the partners to provide ancillary benefits.

2 They may only provide for obligations to provide ancillary benefits that serve the purpose of the corporation or that are intended to maintain its independence or maintain the composition of the association's circle.

3 The purpose and scope of the obligations to perform ancillary benefits relating to a social part as well as the other elements which, depending on the circumstances, are essential must be determined by the statutes. These may refer to a settlement of the members' meeting for details.

4 The statutory obligation to make a cash payment or to provide another heritage benefit is governed by the provisions relating to the obligation to make additional payments where there is no counterbenefit Equitable provision is made and the benefit is used to cover a need of the corporation in its own funds.

Art. 797 D. Additional payments and ancillary benefits/III. Subsequent Introduction

III. Subsequent Introduction

The subsequent introduction and extension of the statutory obligations to make additional payments or to provide ancillary benefits require the approval of all the partners concerned.

Art. 798 E. Dividends, interests and tantirems/I. Dividends

E. Dividends, interests and demes

I. Dividends

1 Dividends may be paid only on the profit resulting from the balance sheet and on the reserves set up for that purpose.

2 Dividends can be fixed only after legal and statutory reserve assignments have been made in accordance with the law and the statutes.

3 Dividends shall be fixed in proportion to the nominal value of the shares; where additional payments have been made, their amount shall be added to the face value of the shares in order to fix the dividends; the statutes May provide for another method of determining dividends.

Art. 798 A E. Dividends, interests and tantiths/II. Interest

II. Interest

1 Interest on social capital and supplementary payments may not be paid.

2 Instalment interest payments are eligible. The provision of the law of the public limited-liability company shall apply mutatis mutandis.

Art. 798 B E. Dividends, interests and tantiths/III. Tantiths

III. Tantiths

The statutes may provide for the assignment of tantiths to managers. The provisions of the law of the public limited-liability company shall apply mutatis mutandis.

Art. 799 F. Preferred Social Parts

F. Preferred Social Parts

The provisions of the law of the limited company relating to preferred shares shall apply by analogy to privileged social shares.

Art. 800 G. Return of Benefits

G. Return of Benefits

The provisions of the right of an anonymous company concerning the return of benefits shall apply by analogy to the return of benefits of the company to the partners, the managers and the persons who are close to them.

Art. 801 1 H. Reservations

H. Reservations

The provisions of the right of the limited liability company concerning reservations shall apply mutatis mutandis.


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 801 A J. Submission of the Management Report

J. Submission of the Management Report

1 The management report and the revision report shall be submitted to the partners at the latest when the members are convened at the regular meeting of the partners.

2 Associates may be given the management report after the meeting of the partners in the form approved by the partners.

Art. 802 K. Right to information and consultation

K. Right to information and consultation

1 Each partner may require managers to provide information on all matters of the corporation.

2 Where a company does not have a review body, each partner may consult the books and records without restrictions. Where it has a review body, the right to consult the books and records shall be granted only to the extent that a legitimate interest is likely.

3 If there is a risk that the partner will use the information obtained for foreign purposes to the company and to the detriment of the company, the managers may refuse the information or the consultation to the extent necessary; on request from The partner, the assembly of the partners decides.

4 If the assembly of partners unreasonably denies the information or the consultation, the judge shall decide on the request of the partner.

Art. 803 L. Defidelity and prohibition against competition

L. Defidelity and prohibition against competition

1 The partners are obliged to safeguard the business secret.

2 They shall refrain from anything that damages the interests of society. In particular, they cannot manage cases that would give them a particular advantage and would be detrimental to the purpose of society. The statutes may provide that the partners must refrain from competing with the company.

3 A partner may, subject to the written approval of all other partners, engage in activities that violate the duty of loyalty or a potential prohibition against competition. The statutes may provide, instead, that the approval of the assembly of partners is necessary.

4 The specific provisions relating to the prohibition for managers to compete are reserved.

Chapter III: Organization of society

Art. 804 A. Assembly of partners/I. Functions

A. Assembly of partners

Attributions

1 The assembly of partners is the supreme organ of society.

2 It shall have the non-transferable right:

1.
Amending the statutes;
2.
Appoint and dismiss managers;
3.
Appoint and remove the members of the review body and the reviser of the group accounts;
4. 1
Approve the annual report and consolidated accounts;
5.
Approve the annual accounts and determine the employment of the profit resulting from the balance sheet, in particular the fixing of dividends and demedemes;
6.
Determine the manager's allowance;
7.
Give discharge to managers;
8.
Approve the transfer of shares or recognize a recipient as a voting partner;
9.
Approve the constitution of a pledge on social shares, where the statutes so provide;
10.
Deciding on the exercise of statutory rights of preference, preemption or emption;
11.
Authorize the managers to acquire or approve such acquisition for the corporation; and
12.
To adopt a regulation on the obligation to provide ancillary benefits, where the articles refer to it;
13.
Approve the activities of managers and associates that are contrary to the duty of loyalty or the prohibition of competition, provided that the articles waive the requirement for the approval of all partners;
14.
Deciding to require the judge to exclude a partner for just cause;
15.
To exclude a partner for a reason provided for in the articles;
16.
Dissolve the corporation;
17.
Approve the operations of the managers that the articles submit to its approval;
18.
Make decisions about the objects that the law or the articles of association reserve or that the managers submit to it.

3 The shareholders' meeting appoints directors, proxies and commercial agents. The articles may also confer this right on the managers.


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 805 A. Assembly of partners/II. Convening and Keeping

II. Convening and Keeping

1 The assembly of partners shall be convened by the managers and, if necessary, by the review body. The liquidators also have the right to call it.

2 The ordinary meeting of the partners shall take place every year within six months of the end of the annual financial year. The extraordinary meetings of the partners shall be convened in accordance with the statutes and as often as is necessary.

3 The meeting of partners shall be convened at least 20 days before the date of the meeting. The statutes may extend this period or reduce it to a minimum of ten days. The possibility of holding a universal meeting is reserved.

4 Decisions of the Assembly of partners may also be taken in writing, unless a discussion is required by a partner.

5 In the case of surplus, the provisions of the law of the public limited-liability company relating to the general meeting shall apply mutatis mutandis as regards:

1.
Convening;
2.
The right to call and propose partners;
3.
The purpose of the proceedings;
4.
Proposals;
5.
The Universal Assembly;
6.
Preparatory measures;
7.
The minutes;
8.
The representation of partners;
9.
Participation without rights.
Article 806 A. Assembly of partners/III. Right to vote/1. Determination

III. Right to vote

1. Determination

1 The voting rights of each partner are determined on the basis of the nominal value of the shares held by the partner. Each partner is entitled to at least one vote. The statutes may, however, limit the number of votes of the holders of several social shares.

2 The statutes may determine the right to vote independently of the nominal value, so that each social share gives the right to one vote. In this case, the shares whose nominal value is the lowest must have a nominal value which corresponds to at least one tenth of that of the other shares.

3 The determination of the right to vote in proportion to the number of shares shall not apply in the case of:

1.
Designate the members of the review body;
2.
Designate experts to audit all or part of the management;
3.
To decide on the opening of a liability action.
Article 806 A A. Assembly of partners/III. Right to vote/2. Prohibition of voting

2. Prohibition of voting

1 Those who have cooperated in any way in the management of cases cannot take part in the decisions that give discharge to the managers.

2 When the company is called upon to decide on the acquisition of its own shares, the partner who transfers the shares in question cannot take part in the decision.

3 Partners who wish to engage in activities that are contrary to the duty of fidelity or the prohibition of competition cannot take part in the decision on these activities.

Article 806 B A. Assembly of partners/III. Right to vote/3. Usufruct

3. Usufruct

Where a social share is granted in usufruct, the usufructuary shall exercise the right to vote and the rights attached thereto. The owner is liable to the owner if he or she does not take the interests of the owner in due consideration in the exercise of his rights.

Art. 807 A. Assembly of partners/IV. Right of veto

IV. Right of veto

1 The statutes may provide for the institution, in favour of the partners, of a right of veto against certain decisions of the assembly of partners. They must define the decisions against which the right of veto can be exercised.

2 The subsequent introduction of a veto requires the approval of all partners.

3 The right of veto is not transferable.

S. 808 A. Assembly of partners/V. Decisions/1. In general

Decisions

1. In general

If the law or the statutes do not provide otherwise, the assembly of the partners shall take its decisions and shall conduct the elections by an absolute majority of the votes represented.

S. 808 A A. Assembly of Associates/V. Decisions/2. Key Voice

2. Pervasive voice

The Chairman of the Assembly of associates shall have a casting vote. The statutes may provide for another regulation.

S. 808 B A. Assembly of partners/V. Decisions/3. Major Decisions

3. Major Decisions

1 A decision of the assembly of partners collecting at least two-thirds of the votes represented and the absolute majority of the social capital for which the right to vote may be exercised is necessary for:

1.
Changing the social goal;
2.
Introduce social shares to the right to vote;
3.
Make it more difficult, exclude or facilitate the transfer of social shares;
4.
Approve the transfer of shares or recognize a recipient as a voting partner;
5.
Increase social capital;
6.
To limit or eliminate the right of preferential subscription;
7.
Approving the activities of managers and associates who violate the duty of loyalty or the prohibition to compete;
8.
Decide to require the judge to exclude a partner for just cause;
9.
Exclude a partner for a reason provided for in the articles;
10.
Transfer the corporation's registered office;
11.
Dissolve the corporation.

2 The statutory provisions which provide for a greater majority of decisions than that provided for by the law can only be adopted by a majority.

S. 808 C A. Assembly of partners/VI. Challenge of Associate Assembly Decisions

VI. Challenge of Associate Assembly Decisions

The provisions of the law of the public limited-liability company concerning the challenge of the decisions of the General Assembly shall apply mutatis mutandis to the challenge of the decisions of the Assembly of partners.

Article 809 B. Management and Representation/I. Designation of Managers and Organization

B. Management and representation

I. Designation of Managers and Organization

1 The partners collectively exercise the management of the company. The statuses can regulate management in a different way.

2 Only natural persons may be designated as managers. Where a legal person or a commercial company has the quality of a partner, it shall, where appropriate, designate a natural person performing that function in his or her place. In this case, the statutes may provide that the approval of the assembly of partners is necessary.

3 If the company has several managers, the assembly of partners rules the presidency.

4 If the company has several managers, they take their decisions by a majority of the votes cast. The President has a casting vote. The statutes may provide for different regulations.

Art. 810 B. Management and Representation/II. Manager assignments

II. Manager assignments

1 Managers are competent for all matters which are not attributed to the assembly of partners by law or by statute.

2 Subject to the following provisions, they shall have the following non-transferable and inalienable powers:

1.
To exercise senior management of the company and to establish the necessary instructions;
2.
Decide on the organisation of the company within the framework of the law and the statutes;
3.
Establish the principles of accounting and financial control and the financial plan, provided that it is necessary for the management of the company;
4.
Monitoring persons in charge of management parts to ensure, in particular, that they comply with the law, statutes, regulations and instructions;
5.
Draw up the management report (annual accounts, annual report and, where appropriate, group accounts);
6.
Preparing the assembly of partners and carrying out its decisions;
7.
Inform the judge in case of over-indebtedness.

3 The President of the Manager or the sole manager has the following responsibilities:

1.
Convening and directing the assembly of partners;
2.
Make all communications to partners;
3.
Ensure the filing of requisitions necessary for the Office of the Trade Register.
Art. 811 B. Management and Representation/III. Approval of the assembly of partners

III. Approval of the assembly of partners

1 The statuses may provide that the managers:

1.
Must submit certain decisions to the approval of the assembly of partners;
2.
May submit certain questions to the members' meeting for approval.

2 The approval of the shareholders'meeting does not restrict the managers' liability.

Art. 812 B. Management and Representation/IV. Duties of diligence and fidelity; prohibition of competition

IV. Duties of diligence and fidelity; prohibition of competition

1 The managers and third parties responsible for the management exercise their duties with due diligence and faithfully ensure the interests of the company.

2 They are held to the same duty of fidelity as the partners.

3 They shall not compete with the company unless the articles of association have otherwise provided for it or all other partners give their written approval. The statutes may, however, provide that only the approval of the assembly of partners is necessary.

Art. 813 B. Management and Representation/V. Treatment Equality

V. Equal treatment

Managers, as well as third-party managers, deal in the same way with those who are in the same situation.

Art. 814 B. Management and Representation/VI. Representation

VI. Representation

1 Each manager has the power to represent the company.

2 The statutes may settle the representation in a different manner, but at least one manager must have standing to represent the corporation. The articles may refer to a regulation for details.

3 The company must be able to be represented by a person domiciled in Switzerland. This person must be a manager or a director. It must have access to the register of shares and to the list of economic rights holders according to Art. 697 L . 1

4 The right of the public limited-liability company shall apply mutatis mutandis to the scope and limitation of the powers of representation and to contracts concluded between the company and its representative.

5 Individuals authorized to represent the corporation sign by adding their personal signature to the name of the corporation.

6 They must be entered in the trade register. They shall affix their signature to the Office of the Trade Register or provide it with due legalization.


1 New content according to the c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 815 B. Management and Representation/VII. Revocation of managers; removal of representational powers

VII. Revocation of managers; removal of representational powers

1 The assembly of partners may at any time revoke a manager whom it has appointed.

2 Each partner may ask the judge to remove or limit the powers of management and representation of a manager for just cause, in particular if the manager has seriously failed to perform his or her duties or has become incapable of properly managing the Company.

3 Managers may at any time suspend a director, proxy or business agent from his or her duties.

4 If the suspended person of his or her duties has been designated by the Assembly of associates, the latter shall be called immediately.

5 The action for damages by the person who has been removed or suspended is reserved.

Art. 816 B. Management and Representation/VIII. Invalidity of decisions

VIII. Invalidity of decisions

The grounds for invalidity of decisions of the general meeting of the public limited-liability company shall apply mutatis mutandis to the decisions of the managers.

Art. 817 B. Management and Representation/IX. Liability

IX. Liability

The company is liable for damages resulting from unlawful acts committed in the management of its affairs by a person authorized to manage or represent the company.

Art. 818 C. Review Body

C. Review Body

1 The provisions of the law of the limited company concerning the review body shall apply mutatis mutandis.

2 An associate subject to the obligation to make additional payments may require regular monitoring of the annual accounts.

Art. D. Carences in the organization of society

D. Carences in the organization of society

The provisions of the law of the limited company concerning deficiencies in the organisation of the company shall apply mutatis mutandis to the limited liability company.

Article 820 E. Capital loss and over-indebtedness

E. Capital loss and over-indebtedness

1 The provisions of the law of the limited company concerning the mandatory notice in the event of the loss of capital and over-indebtedness of the company, as well as in the case of the opening and adjournment of the bankruptcy shall apply mutatis mutandis.

2 The judge may adjourn the bankruptcy at the request of the managers or a creditor, in particular if the additional payments due are made without delay and if the consolidation of the company seems possible.

Chapter IV: Dissolution and departure

Art. 821 A. Dissolution/I. Causes

A. Dissolution

I. Causes

1 The limited liability company shall be dissolved:

1.
Whether one of the causes of dissolution provided for in the articles occurs;
2.
If so decided by the assembly of partners;
3.
If the bankruptcy of the corporation is open;
4.
For other statutory grounds.

2 If the assembly of the partners decides to dissolve the company, its decision must be the subject of an authentic act.

3 Each partner may request the dissolution of the corporation for just cause. The judge may adopt another solution, adapted to the circumstances and acceptable to the parties concerned, in particular the compensation of the applicant for his shares to their real value.

Art. 821 A A. Dissolution/II. Consequences

II. Consequences

1 The provisions of the law of the limited liability company concerning the consequences of the dissolution shall apply mutatis mutandis to the limited liability company.

2 The dissolution of a corporation must be recorded in the commercial register. When a corporation is dissolved pursuant to a judgment, the judge shall forthwith notify the Office of the trade register. When a corporation is dissolved for other reasons, it requires its entry in the trade register.

Art. 822 B. Departure of associates/I. Exit

B. Departure of partners

I. Output

1 A partner may require the judge to leave the company for just cause.

2 The articles of association may confer on the partners the right to leave the company and to subordinate the exercise to specified conditions.

Art. 822 A B. Departure of Associates/II. Joint Issue

II. Joint Issue

1 When an associate opens an action for the exit of the company for just cause or declares that he exercises a statutory right of exit, the managers shall inform the other partners without delay.

2 Where, within the period of three months from the receipt of that communication, other partners open their own action for the exit of the company for just reasons or exercise a statutory right of exit, all partners They must be treated in the same way, in proportion to the nominal value of their shares. When additional payments have been made, the amount is in addition to the face value of the shares.

Art. 823 B. Departure of Associates/III. Exclusion

III. Exclusion

1 The corporation may require the judge to exclude a partner for just cause.

2 The articles of association may provide that the assembly of partners shall have the right to exclude a partner for specified reasons.

3 The provisions concerning joint exit shall not apply in the event of exclusion.

Art. 824 B. Associated Departure/IV. Provisional measures

IV. Provisional measures

In a proceeding relating to the departure of a partner, the judge may, at the request of a party, decide that all or part of the rights and obligations of the relevant partner are suspended.

Art. 825 B. Associated Departure/V. Compensation/1. Right and amount

V. Compensation

1. Fee and Amount

1 When a partner leaves the company, he or she is entitled to compensation commensurate with the real value of his or her shares.

2 In cases of departure based on the exercise of a right of exit provided for in the statutes, they may fix the compensation in a different way.

Art. 825 A B. Departure of partners/V. Compensation/2. Payment

2. Entitlement

1 The severance pay for a partner is payable to the extent that the partnership:

1.
Has available own funds;
2.
May dispose of the social shares of the partner who leaves the corporation;
3.
May reduce its social capital in accordance with the relevant provisions.

2 An approved expert reviser shall see the amount of the own funds available. When these funds are not sufficient to compensate the partner who leaves the company, he also takes a position on the possible amount of the reduction in social capital.

3 The partner who has left the company has a lower-ranking debt, which does not bear interest, on the amount for which he has not yet been compensated. This claim is due in so far as it is apparent from the annual management report that the company has available own funds.

4 As long as the compensation of the partner who has left the company is not fully paid, the latter may require the company to designate a review body and to carry out regular monitoring of the annual accounts.

Art. 826 C. Liquidation

C. Liquidation

1 Each partner is entitled to a share of the proceeds of the liquidation that is proportional to the face value of its shares. Where additional payments have been made, their amounts must be added to the face value of the shares; the articles may settle the assignment of the proceeds of the liquidation in a different manner.

2 The provisions of the law of the limited company concerning the dissolution of the company with liquidation shall apply mutatis mutandis to the limited liability company.

Chapter V: Responsibility

Art. 827

The provisions of the law of the public limited-liability company concerning the liability of persons who have cooperated with the foundation of the company or who deal with the management, revision or liquidation of the company shall apply mutatis mutandis to the Limited liability company.

Title Twenty-ninth: De la société coopérative

Chapter I: Definition and constitution of society

Art. 828 A. Co-operative Law Society

A. Co-operative Law Society

1 The cooperative society is the one formed by commercial persons or companies of a variable number, organised corporatively, and which primarily pursues the objective of promoting or guaranteeing, through joint action, economic interests Determined by its members.

2 The formation of pre-determined cooperative corporations is prohibited.

Art. 829 B. Cooperative Public Law Societies

B. Cooperative Public Law Societies

Public law communities pursuing a cooperative purpose are governed by the public law of the Confederation and the cantons.

Art. 830 C. Constitution/I. Conditions/1. In general

C. Constitution

I. Conditions

1. In general

The cooperative society exists only if, after the drafting of the statutes and their adoption by the constituent assembly, it is entered on the register of commerce.

Art. 831 C. Constitution/I. Conditions/2. Number of partners

2. Number of Partners

1 At least seven members must take part in the formation of a cooperative society.

2 Where this number is lower, the provisions of the law of the limited company concerning deficiencies in the organisation of the company shall apply mutatis mutandis. 1


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 832 C. Constitution/II. Statuses/1. Required Clauses

II. Statuses

1. Required Clauses

The statutes must contain provisions concerning:

1.
The corporation's name and head office;
2.
The purpose of the corporation;
3.
Cash benefits or other property of which members may be held, and the nature and value of those benefits;
4. 1
Bodies responsible for administration and revision, as well as the way in which society is represented;
5.
The form to be observed for the company's publications.

1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 833 C. Constitution/II. Statuses/2. Other Clauses

2. Other Clauses

Only if the articles are included in the articles are the provisions concerning:

1.
The creation of social capital through social shares;
2.
Contributions in kind, their subject matter and the price for which they are accepted, and the person of the associate concerned;
3.
Property taken up at the foundation, the allowances granted to that chief and the person of the owner concerned;
4.
Derogations from the rules of the law on entry into society and the loss of the quality of association;
5.
The individual responsibility of the partners and their obligation to make additional payments;
6.
Derogations from the rules of the Act on organisation, representation, as well as the amendment of the statutes and the manner of decisions to be taken by the General Assembly;
7.
Extension or restriction of the right to vote;
8.
The calculation and destination of the active surplus in the accrual account and in the event of liquidation.
Art. 834 C. Constitution/III. Constituent Assembly

III. Constituent Assembly

1 The statutes, written in writing, are discussed and approved in a meeting of the founders.

2 The draft statutes shall be attached, where appropriate, to a written report by the founders concerning the contributions in kind and the goods to be taken up; this document is to be discussed in the Assembly.

3 In addition, it refers to the statutory bodies necessary for the functioning of society.

4 Until the registration of the company on the commercial register, the quality of the partner can only be acquired through the signing of the statutes.

Art. 835 1 C. Constitution/IV. Registration on the Trade Register/1. Company

IV. Register for the Trade Register

1. Company

The company must be registered in the commercial register of the place where it has its registered office.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 836 1 C. Constitution/IV. Register for Trade Register/2. Branches

2. Branches

Branches must be registered in the Trade Register of the place where they are located.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 837 1 C. Constitution/IV. Registration on the Trade Register/3. List of Partners

3. List of Partners

1 The cooperative society maintains a list of the partners in which the name and surname, or the name and address of each partner, are mentioned. It maintains this list so that it is possible to access it at all times in Switzerland.

2 The supporting documents must be kept for ten years after the cancellation of the relevant partner of the list.


1 New content according to the c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 838 C. Constitution/V. Acquisition of personality

Acquisition of the personality

1 The company acquires the personality only through its entry on the register of commerce.

2 Acts made on behalf of the company prior to registration lead to the personal and several liability of the authors.

3 However, where obligations expressly entered into in the name of the future company have been assumed by the company within three months from the date of registration, the persons who contracted them are released, and the company remains alone.

Chapter II: Acquisition of associate quality

Art. 839 A. In principle

A. In principle

1 The company can receive new members at any time.

2 The statutes may, subject to what is prescribed for the variable number of partners, regulate the special conditions of entitlement; these conditions must not make the entry onerous.

Art. B. Entry Declaration

B. Entry Declaration

1 A person who wishes to acquire the quality of a partner must submit a written statement.

2 Where the company is of those who, apart from the responsibility for social capital, impose on their members personal liability or additional payments, the declaration of entry shall be valid only if the candidate accepts Expressly these obligations.

3 The administration pronounces on the admission of new members, unless the articles of association have a declaration of entry sufficient, or require a decision of the general meeting.

Art. 841 C. Linked to an insurance contract

C. Linked to an insurance contract

1 Where the quality of the partner depends on the conclusion of an insurance contract with the company, it is acquired by the fact that the competent body accepts the insurance proposal.

2 The insurance contracts that a dealer insurance company has entered into with its members are subject to the provisions of the Federal Act of 2 April 1908 on the insurance contract 1 In the same way as the insurance contracts concluded by it with third parties.


Chapter III: Loss of associate quality

S. 842 A. Exit/I. Freedom to exercise the right of exit

A. Exit

Free exercise of the right of exit

1 Every partner has the right to leave the company for as long as the dissolution has not been decided.

2 The statutes may prescribe that, if the exit, because of the circumstances in which it occurs, causes serious prejudice to the corporation or compromises its existence, the outgoing partner must pay a fair compensation.

3 The statutes or the convention cannot, in a sustainable way, remove the right of exit or make it excessively expensive.

Art. 843 A. Exit/II. Limitation of the right of exit

II. Limitation of the right of exit

1 The exercise of the right of exit may be statutorily or legally excluded for up to five years.

2 The exit is allowed even during this time if it is based on just cause. Remains the obligation to pay a fair compensation under the conditions prescribed for the free exercise of the right of exit.

Art. 844 A. Exit/III. Time to denunciation and date of exit

III. Time to denunciation and date of exit

1 The exit can only be declared for the end of an annual exercise and at least one year in advance.

2 The statutes may provide for a shorter period and authorise the exit during the annual financial year.

S. 845 A. Exit/IV. Exercise of the right of exit in case of bankruptcy and seizure

IV. Exercise of the right of exit in case of bankruptcy and seizure

Where the articles of association reserve in favour of the outgoing partner a share of the social capital, the right of exit which belongs to him may be exercised in his bankruptcy by the administration of the bankruptcy, or by the prosecuting agent if that share were to be Be entered.

Art. 846 B. Exclusion

B. Exclusion

1 The statuses can specify the causes of a partner's exclusion.

2 In addition, the exclusion can always be made for just cause.

3 Exclusion is the responsibility of the General Assembly. The statutes may provide that the administration has jurisdiction to decide the exclusion, subject to the use of the general meeting. The excluded partner has the right to appeal to the judge within the three-month period.

4 It may be required to pay compensation under the conditions prescribed for the free exercise of the right of exit.

Art. 847 C. Death of the partner

C. Death of the partner

1 The quality of associate is extinguished by death.

2 The statutes may, however, provide that the heirs are full members of the company.

3 They may also require that the heirs or one of them, upon written request, be recognized as members of the society in the place of the deceased.

4 The community of heirs is a representative of its interests in society.

Art. 848 D. Loss of function or employment or termination of contract

D. Loss of function or employment or termination of contract

Where the quality of the partner is attached to a function or employment or depends on the conclusion of a contract, in particular with a cooperative insurance company, it shall be extinguished by the loss of the function or employment or by the termination of the contract, Unless the articles of association have otherwise.

Art. 849 E. Transfer of partner quality/I. In general

E. Transfer of associate quality

I. In general

1 The transfer of the shares and, where the quality of the partner or the social share is established by a title, the transfer of that title is not sufficient to confer on the acquirer the quality of the partner. It is awarded only by a decision in accordance with the law or the statutes.

2 Personal rights attached to the quality of a partner only pass to the purchaser when he or she is admitted.

3 Where the quality of the partner depends on the conclusion of a contract, the statutes may require the quality of the partner to be transferred in full by the resumption of the contract.

Art. 850 E. Transfer of Quality of Partner/II. Disposal of real property or operation

II. Disposal of real property or operation

1 The status of a partner may be related by the articles to the property or to the operation of a building.

2 In such cases, the articles may require that the alienation of the building or the resumption of the operation transfer the quality of the partner to the purchaser or to the returning officer.

3 The clause relating to the transfer of the quality of associate in the case of the alienation of the property may be opposed to third parties only if it is annotated in the land register.

Art. 851 F. Exiting the new partner

F. Exiting the new partner

When the quality of the partner is transferred or acquired by way of succession, the conditions placed on the exit apply to the new partner.

Chapter IV: Rights and obligations of partners

Art. 852 A. Recognition of the quality of partner

A. Recognition of the quality of partner

1 The statutes may prescribe the establishment of a document attesting to the quality of a partner.

2 This finding can also be made in the title of social share.

Art. 853 B. Social Equity

B. Social Equity

1 Where social shares are recognized by securities, any person entering the corporation must acquire at least one.

2 The statutes may allow for the acquisition of several of these securities within the limits of a maximum.

3 The titles recording the shares are created in the name of the partner. However, they do not have the character of securities and are only evidence.

Art. 854 C. Equality between partners

C. Equality between partners

All partners, apart from statutory exceptions, have the same rights and obligations.

Art. 855 D. Rights of associates/I. Right to vote

D. Related rights

I. Right to vote

The members shall exercise, in the general meeting or in the mail order authorized by law, the rights which belong to them in relation to social matters, in particular those relating to management and acts intended to ensure The prosperity of the business.

Art. 856 D. Rights of partners/II. Right of Control of Associates/1. Balance Sheet Communication

II. Control authority for partners

1. Balance sheet communication

1 The annual report, the consolidated accounts and the annual accounts and the revision report shall be deposited at the company's headquarters so that the partners may consult them; this deposit shall be made no later than ten days before the meeting of the Assembly Which is responsible for approving the annual report, the consolidated accounts and the annual accounts or before the postal vote which takes place. 1

2 The articles of association may authorize any partner to be issued a copy of the operating account and balance sheet at the company's expense.


1 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 857 D. Rights of partners/II. Right of Control of Associates/2. Information

2. Information

1 Partners can report questionable assessments to the review body and request explanations. 1

2 They may consult books and correspondence only by express authorization of the general meeting or a decision of the administration, and on the condition that the trade secret is not compromised.

3 The judge may require the company to inform its members, through certified extracts of its books or correspondence, on specific facts that are important to the exercise of the right of control. Such communications must not compromise the interests of society.

4 The right of control of the partners cannot be abolished or restricted by the statutes or by a decision of a social body.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 858 1 D. Rights of partners/III. Potential right to surplus/1. ...

III. Possible right to surplus

1. ...


1 Repealed by c. I 3 of the LF of 23 Dec. 2011 (Accounting law), with effect from 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 859 D. Rights of partners/III. Possible right to surplus/2. Principles applied to the allocation

2. Principles applied to the distribution

1 Except as otherwise provided in the Articles of Agreement, the active surplus of the holding shall be returned for the whole of the capital of the company.

2 Where a distribution of the surplus to the members has been provided for, it shall take place, if the statutes do not provide otherwise, to the extent that each member of the society has used the institutions.

3 If there are securities on social shares, the portion of the excess may not exceed the usual interest rate for long-term loans granted without special guarantees.

Art. 860 D. Rights of partners/III. Potential right to surplus/3. Requirement to create and nurture a reserve fund

3. Obligation to Create and Feed a Reserve Fund

1 Where the surplus is employed at a destination other than the increase in social capital, at least one twentieth shall be allocated annually to the establishment of a reserve. This assignment must be continued for at least twenty years and, in addition, if there are titles recording the shares, until the reserve reaches one fifth of the social capital.

2 The statutes may prescribe a broader allocation of the reserve.

3 Where reserves do not exceed one-half of the remaining social capital or, if there are securities on social shares, half of the social capital, they may be affected only to cover losses or measures designed to To allow the social goal to be achieved in times of crisis.

4 ... 1


1 Repealed by c. II 1 of the annex to the LF of 17 Dec. 2004 on insurance supervision, with effect from 1 Er Jan. 2006 ( RO 2005 5269 ; FF 2003 3353 ).

Art. 861 D. Rights of partners/III. Potential right to surplus/4. Use of surplus by credit corporations

4. Use of surplus by credit corporations

1 The credit societies may provide, in their statutes, for a distribution of the surplus different from that set out in the preceding Articles, but they are also required to set up a reserve fund and to use it The latter in accordance with the previous provisions.

2 They affect the reserve fund annually at least one-tenth of the surplus until the fund reaches a tenth of the social capital.

3 If a portion of the excess excess at the usual rate of interest for long-term loans without special security is allocated on the social shares, it shall also be charged to the reserve fund one tenth of the above amount Rate.

Art. 862 D. Rights of partners/III. Potential right to surplus/5. Provident Fund

5. Provident Fund 1

1 The statutes may, in particular, provide for the establishment of funds for the creation and support of institutions 2 Of foresight 3 To the benefit of employees and employees of the company, or to favour partners.

2 To 4 ... 4


1 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).
2 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).
3 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).
4 Repealed by c. I let. B of the PMQ of 21 March 1958, with effect from 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).

Art. 863 D. Rights of partners/III. Potential right to surplus/6. Other reservations

6. Other reservations

1 Payments to be made to the reserve fund or other funds under the Act and the articles are first collected on the surplus to be distributed.

2 The General Assembly may likewise constitute other reservations which are not provided for by the law or by the statutes, or which exceed the requirements of the law and the statutes, to the extent necessary to ensure in a sustainable manner the prosperity of The company.

3 Other amounts may be levied in the same manner on the surplus to create and support institutions 1 Of foresight 2 For the benefit of employees, workers and associates, or such other like institutions, even if the statutes do not provide for it; such levies shall be subject to the provisions governing statutory contingency funds 3 .


1 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).
2 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).
3 New term according to c. I let. C of the PMQ of 21 March 1958, in force since 1 Er Jul. 1958 (RO 1958 389; FF 1956 II 845).

Art. 864 D. Associated Rights/IV. Right to social welfare/1. By Status

IV. Right to social welfare

1. Under the Statute

1 The statutes decide whether the outgoing partners or their heirs have rights to social capital and what those rights are; they determine the extent of these rights, which are calculated on the net assets recognized by the balance sheet on the date of the exit, Reserves not included.

2 They may confer on the outgoing partners or the heirs the right to be reimbursed all or part of the social shares, excluding the right of entry. They may provide that the refund will be deferred until the expiry of a period of not more than three years from the date of the exit.

3 The company is, however, authorized, even in the absence of statutory provisions, not to release itself for three years at most if this payment is to cause serious prejudice or prejudice its existence. The right of the company to a fair compensation is reserved.

4 The right of the outgoing partners or the heirs is prescribed by three years from the day on which they were able to be reimbursed.

Art. 865 D. Associated Rights/IV. Right to social welfare/2. Under the Act

2. Under the Act

1 In the absence of a provision of the statutes, the outgoing partners and their heirs have no right to social capital.

2 When the corporation is dissolved in the year following the exit or death of a partner, and the estate is distributed, the outgoing partner or his or her heirs have the same rights as those who were members of the corporation at the time of dissolution.

Art. 866 E. Obligations/I. Good faith

E. Obligations

I. Good faith

Partners are required to ensure good faith in the defence of social interests.

S. 867 E. Obligations/II. Benefits

II. Benefits

1 The statutes determine the benefits of the partners.

2 Partners who have an obligation to release social shares or make other payments are required by registered letter to pay in a timely manner.

3 Where payments are not made after the first summons, the partner who does not execute in the month following a repeated summons may be declared forfeit of his or her rights if threatened by registered letter.

4 Unless otherwise provided in the Articles of Agreement, this declaration of disqualification shall not exempt the partner from its obligations owing or from those which would become due to the exclusion.

Art. 868 E. Obligations/III. Responsibility/1. From Company

III. Liability

1. From Company

Social wealth meets the commitments of society. Unless otherwise provided in the Statute, it shall reply to it alone.

Art. 869 E. Obligations/III. Responsibility/2. Associates/a. Unlimited Liability

2. Partners

A. Unlimited liability

1 With the exception of insurance companies, the articles of association may, in the alternative, impose on the partners individual and unlimited liability.

2 In this case, as the creditors suffer a loss in the social bankruptcy, the partners are jointly and severally liable for all the undertakings of the company. Until the closure of the bankruptcy, only the administration of the bankruptcy can act in liability.

Art. 870 E. Obligations/III. Responsibility/2. Associates/b. Restricted liability

B. Restricted liability

1 With the exception of insurance companies, the articles of association may prescribe that the partners shall, in the alternative, in a personal capacity, meet the undertakings of the company beyond their statutory contributions and the release of Their shares, but only up to a specified amount.

2 If there are social shares, this amount is calculated for each partner in proportion to the amount of its shares.

3 The action in question is exercised, during the bankruptcy, by the administration of the latter.

Art. 871 E. Obligations/III. Responsibility/2. Associates/c. Additional Entitlements

C. Additional payments

1 The statutes may, instead of imposing liability on the partners or on the other side of that responsibility, oblige them to make additional payments, which will, however, only be used to extinguish the losses observed by the balance sheet.

2 This obligation may be unlimited or limited to specified amounts, or may be proportionate to statutory contributions or social shares.

3 Where the articles of association do not contain provisions concerning the payments to be made by each of the partners, the distribution shall be proportional to the amount of the social shares or, if it does not exist, per head.

4 Payments may be required at any time. In the event of a bankruptcy of the company, the right to claim is exercised by the administration of the bankruptcy.

5 The rules relating to the recovery of benefits and the declaration of disqualification are also applicable.

Art. 872 E. Obligations/III. Responsibility/2. Associates/d. Ineligible Restrictions

D. Ineligible Restrictions

The statutory provisions that limit the liability to a specified period or the guarantee of special commitments, or certain categories of partners, are not valid.

Art. 873 E. Obligations/III. Responsibility/2. Partners/e. In case of social bankruptcy

E. In case of social bankruptcy

1 In the event of a bankruptcy of a company whose members individually meet social commitments or are required to make additional payments, the administration of the bankruptcy fixes and claims, at the same time as it prepares the state of Collocation, the sums that each of the partners provisionally replied to, or the amount of their additional payments.

2 Non-recoverable amounts are allocated in the same proportion between the other partners and the active balance is returned after the distribution table is finalized. Remains the use of the partners against each other.

3 The provisional rules on the obligations of the partners and the establishment of the distribution table may be the subject of a complaint in accordance with the provisions of the Federal Act of 11 April 1889 on the prosecution of debts and the bankruptcy 1 .

4 A Federal Council order will determine the procedure to be followed. 2


1 RS 281.1
2 New content according to the c. II 10 of the LF of 20 March 2008 on the formal updating of federal law, in force since 1 Er August 2008 ( RO 2008 3437 ; FF 2007 5789 ).

Art. 874 E. Obligations/III. Responsibility/2. Associates/f. Change in the liability regime

F. Change in the liability regime

1 The liability of the partners or their obligation to make additional payments can only be modified by a revision of the statutes; the same applies to the reduction or elimination of social shares.

2 The provisions concerning the reduction of the social capital of the limited liability company apply to the surplus to the reduction and abolition of social shares.

3 The mitigation of the liability of the partners or their obligation to make additional payments shall not apply to debts arising prior to the publication of the revised articles.

4 The revision of the articles concerned either to introduce or aggravate the liability of the partners or their obligation to make additional payments benefits all creditors as soon as it has been registered.

Art. 875 E. Obligations/III. Responsibility/2. Associates/g. Responsibility of new members

G. Responsibility of new members

1 A person who enters a society whose members individually meet social commitments or is obliged to make additional payments shall, like the other partners, be liable to debts arising prior to admission.

2 Any contrary provision of the articles or the contrary agreement between the partners shall have no effect on third parties.

Art. 876 E. Obligations/III. Responsibility/2. Associates/h. Responsibility after the release of a partner or dissolution

H. Responsibility after exit of a partner or dissolution

1 Where a partner whose liability is limited or unlimited ceases to be a member of the corporation as a result of death or for any other cause, previously-born liabilities remain if the corporation is declared bankrupt in the year that Following the recording of the exit on the register of commerce or within a longer period fixed by the statutes.

2 The obligation to make additional payments remains under the same conditions and within the same time limits.

3 When the corporation is dissolved, its members remain equally responsible for the social commitments or are required to make additional payments if it is declared bankrupt within one year of the recording of the exit on the Trade or within a longer period laid down in the Statute.

Art. 877 E. Obligations/III. Responsibility/2. Associates/i. Notice of Admissions and Releases to the Trade Register

I. Admissions and exits to the Trade Register

1 If the partners assume unlimited or limited liability or if they are required to make additional payments, the Administration shall, within three months, be notified to the Registrar of Commerce of any admission or Output.

2 In addition, the outgoing or excluded partners, as well as the heirs of a deceased partner, have the right to request directly the recording of the exit, exclusion or death on the trade register. The register clerk shall immediately notify the administration of the company of this requisition.

3 Dealer insurance companies are exempt from the obligation to bring the names of their members to the knowledge of the trade registry operator.

Art. 878 E. Obligations/III. Responsibility/2. Associates/k. Limitation of liability for action

K. Issue of liability

1 The rights of creditors deriving from the personal liability of the various partners may still be exercised by each of them within one year after the close of the bankruptcy procedure, unless they are already extinguished under a Legal provision.

2 The right of appeal of the partners between them is also prescribed by one year from the payment which is the subject of the appeal.

Chapter V: Organization of society

Art. 879 A. General Assembly/I. Its powers

A. General Assembly

I. Its powers

1 The general assembly of the partners is the supreme power of society.

2 It shall have the non-transferable right: 1

1.
Adopt and amend the statutes;
2. 2
To appoint the administration and the review body;
3. 3
Approve the annual report and consolidated accounts
4.
Give discharge to directors;
5.
To take all decisions reserved to it by the law or the statutes.

1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 New content according to the c. I 3 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).

Art. 880 A. General Assembly/II. Matching Votation

II. Matching Votation

Companies with more than three hundred members, as well as those in which the majority of members are made up of cooperative societies, may have, in their statutes, that the partners exercise all or part of the powers of the General Assembly in Voting by mail.

Art. 881 A. General Assembly/III. Convocation/1. Right and obligation to convene

III. Convocation

1. Right and obligation to convene

1 The General Assembly shall be convened by the Administration or by any other body to which the statutes confer this right and, if necessary, by the review body. 1 The liquidators and the representatives of the bondholders also have the right to call it.

2 It shall be convened when the request is made by at least one tenth of the partners or, if the number of partners is less than thirty, by at least three of them.

3 If the administration fails to comply with the request within a reasonable time, the summons shall be ordered by the judge at the request of the applicants.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 882 A. General Assembly/III. Convocation/2. Method of convening

2. Convening Mode

1 The General Assembly shall be convened in accordance with the manner laid down in the Statute, but not less than five days before the date of its meeting.

2 In societies with more than thirty members, the General Assembly shall be duly convened as soon as it has been convened by public notice.

Art. 883 A. General Assembly/III. Convocation/3. Agenda

3. Agenda

1 The notice of invitation shall indicate the items on the agenda and, in the case of a revision of the statutes, the essential content of the proposed amendments.

2 No decision can be taken on items which have not been so placed on the agenda, except on the proposal to convene a new General Assembly.

3 It is not necessary to announce in advance the proposals and deliberations which should not be followed by a vote.

Art. 884 A. General Assembly/III. Convocation/4. All Associates Meeting

4. Meeting All Partners

When all the partners are present at the meeting, they may, if there is no opposition, make decisions without observing the forms provided for the convening of the General Assembly.

Art. 885 A. General Assembly/IV. Right to vote

IV. Right to vote

Each partner is entitled to one vote in the general meeting or in the mail order.

Art. 886 A. General Assembly/V. Representation of a partner

V. Representation of an associate

1 The right to vote may be exercised in general meetings through another partner, but no member may represent more than one partner.

2 Companies with more than one thousand members may, in their statutes, have the right to represent up to nine members.

3 The statutes may allow an associate to be represented by a member of his or her family who has the exercise of civil rights.

Art. 887 A. General Assembly/VI. Exclusion of the right to vote

VI. Exclusion of the right to vote

1 Those who have cooperated in any way in the management of social affairs cannot take part in decisions that give or refuse discharge to the administration.

2 ... 1


1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 888 A. General Assembly/VII. Decisions/1. In general

VII. Decisions

1. In general

1 Except as otherwise provided by law or by statute, the General Assembly shall take its decisions and shall conduct the elections by an absolute majority of the votes cast. The same rule applies to mail-order votes.

2 The majority of the two-thirds of the votes cast is necessary for the dissolution of the cooperative society and for the revision of the statutes. However, the statutes may subject these decisions to more stringent rules. 1


1 New content according to the c. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger, in force since 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 889 A. General Assembly/VII. Decisions/2. Extension of obligations imposed on partners

2. Extension of obligations on partners

1 For decisions which tend to introduce or aggravate individual responsibility or the obligation to make additional payments, the majority must bring together three quarters of all partners.

2 Such decisions shall not oblige those who have not acceded to it, if they declare their exit within three months from the date on which they have been published. Such a declaration shall bear effect on the date of entry into force of the decision.

3 The exercise of the right of exit cannot be subject, in this case, to the payment of compensation.

Art. 890 A. General Assembly/VIII. Revocation of the administration and the review body

VIII. Revocation of the administration and the review body 1

1 The General Assembly may remove the members of the administration and the review body, as well as the proxies and agents appointed by it. 2

2 The judge may revoke them for fair reasons, at the request of at least one tenth of the partners, in particular if they have neglected their duties or are unable to complete them. It shall, if necessary, burden the competent bodies of the company to replace the persons revoked and prescribe any useful measures for the interim period.

3 The action for damages of those who have been revoked is reserved.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 891 A. General Assembly/IX. Right to attack decisions of the General Assembly

IX. Right to attack decisions of the General Assembly

1 The administration and each partner can bring to justice the decisions of the General Assembly or those taken in a mail order when they violate the law or the statutes. If the action is brought by the administration, the judge shall appoint a representative of the company.

2 The administration and the partners shall be deprived of their action if they do not do so no later than two months after the contested decision.

3 The judgment which annuls a decision is binding on all partners, and each partner may rely on it.

Article 892 A. General Assembly/X. Assembly of Delegates

X. Assembly of Delegates

1 Companies with more than three hundred members, as well as those in which the majority of members are cooperative societies, may have, in their statutes, that the powers of the general meeting are exercised, in whole or in part, by A meeting of delegates.

2 The statutes regulate the composition, the method of election and the convening of the meeting of the delegates.

3 Unless otherwise provided in the Statute, each delegate shall have one vote.

4 In the case of surplus, the assembly of delegates is subject to the provisions of the law governing the general assembly.

Art. 893 A. General Assembly/XI. Exceptional insurance companies' plan

XI. Exceptional insurance companies' plan

1 The insurance companies of more than one thousand members may transfer, by virtue of a statutory clause, all or part of the powers of the General Assembly to their administration.

2 The powers of the General Assembly relating to the introduction or extension of the supplementary payments system, the dissolution of the company, its merger, its division and the transformation of its form cannot be transferred to the General Assembly. Legal. 1


1 New content according to the c. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger, in force since 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 894 B. Administration/I. Eligibility/1. Related Quality

Administration

I. Eligibility

1. Partner Quality

1 The administration of the company shall consist of at least three persons, the majority of whom shall be partners.

2 Legal persons and commercial companies cannot be appointed as such; however, their representatives are eligible for their seats.

Art. 895 1 B. Administration/I. Eligibility/2. ...

2. ...


1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 896 B. Administration/II. Function Duration

II. Function Duration

1 Directors shall be elected for up to four years; they shall be eligible for re-election if the Statute does not provide otherwise.

2 The rules concerning the duration of the administration's functions in public limited liability companies are applicable to insurance companies.

Art. 897 B. Administration/III. Committees

III. Committees

The statutes may give part of the duties and powers of the administration to one or more committees elected by it.

Art. 898 1 B. Administration/IV. Management and Representation/1. In general

IV. Management and representation

1. In general

1 The statutes may authorize the general meeting or the administration to entrust all or part of the management and the representation to one or more managers, directors or other persons, who do not necessarily have the quality of associates.

2 The cooperative society must be able to be represented by a person domiciled in Switzerland. This person must be an administrator, manager, or director. She must have access to the list of associates under s. 837. 2


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 2 of the 12 Dec LF. 2014 on the implementation of the recommendations of the Financial Action Task Force, revised in 2012, in force since 1 Er Jul. 2015 ( RO 2015 1389 ; FF 2014 585 ).

Art. 899 B. Administration/IV. Management and representation/2. Scope and limitation of powers

2. Scope and limitation of powers

1 The persons authorised to represent the society shall have the right to make in the name of the company all acts which may involve the social purpose.

2 A limitation of these powers has no effect vis-or-vis third parties in good faith; remains reserved for the provisions on the register of trade relating to the exclusive representation of the principal place of business or of a branch or the Collective representation of the social reason.

3 The company responds to unlawful acts committed in the management of social affairs by a person authorized to manage or represent it.

Art. 899 A 1 B. Administration/IV. Management and Representation/3. Contract between company and its representative

3. Contract between company and its representative

If the company is represented by the person with whom it enters into a contract, the contract must be in the written form. This requirement does not apply to routine transactions for which the benefit of the corporation does not exceed 1000 francs.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 900 B. Administration/IV. Management and Representation/4. Signature

4. Signature 1

Individuals authorized to represent the corporation sign by adding their signatures to the name of the corporation.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 901 B. Administration/IV. Management and Representation/5. Registration

5. Registration 1

The Authority shall communicate to the Registrar of Trade, for registration, the names of the persons who have the right to represent the company, by producing the certified copy of the document giving them that right. They shall affix their signature in the presence of the official responsible for the register or give it a duly legalized form.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 902 B. Administration/V. Obligations/1. In general

Obligations

1. In general

1 The administration applies all due diligence to the management of social affairs and contributes all its forces to the prosperity of the Joint Undertaking.

2 It is held in particular:

1.
Prepare and execute the decisions of the General Assembly;
2.
Monitor management and representation in order to ensure that the business is in compliance with the law, the statutes and regulations, and to have regular information on the business process.

3 The Administration shall be responsible for the regular maintenance of the minutes of the Board and the General Assembly, as well as the necessary books and the list of partners; it shall also respond to the establishment of the operating account and the balance sheet And the furnishing of such documents for examination by the reviewing body in accordance with the law, as well as the communication to the Office of the Trade Register of the admission and exit of partners. 1


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 903 B. Administration/V. Obligations/2. Mandatory notice in the event of insolvency or reduction of capital

2. Mandatory notice in the event of insolvency or reduction of capital

1 If there are serious reasons to admit that the company is no longer solvent, the administration immediately takes an interim balance sheet where the assets are worn for their venal value.

2 If it is apparent from the last annual balance sheet and a subsequent liquidation balance sheet or an interim balance sheet that the assets no longer cover the debts, the administration shall inform the judge accordingly. The corporation declares bankruptcy unless the conditions for an adjournment are met.

3 If, in a company which has issued shares, it is clear from the last annual balance sheet that half of the social capital is no longer covered, the administration shall immediately convene a general meeting and make it aware of the situation.

4 Companies that have made an obligation to make additional payments are not required to inform the judge that if the loss recorded by the balance sheet is not covered within three months by additional payments from the partners.

5 The judge may, however, at the request of the administration or a creditor, adjourn the declaration of bankruptcy if a remediation is likely. In this case, it takes measures aimed at the preservation of social welfare, such as the establishment of an inventory or the designation of a curator.

6 In insurance companies, the claims of associates deriving from insurance contracts are treated as ordinary claims.

Art. 904 B. Administration/VI. Payment Checks

VI. Payment Checks

1 In the event of a bankruptcy of the corporation, the directors are required of the social creditors to return all amounts they have received as a share of profit or under another name in the last three years preceding the Declaration of bankruptcy, as these amounts exceed an appropriate allowance for benefits and should not have been distributed if the balance sheet had been prudently prepared.

2 There is no need for the return of amounts that could not be required under the provisions on illegitimate enrichment.

3 The judge shall decide freely, taking into account all the circumstances.

S. 905 B. Administration/VII. Suspension and revocation

VII. Suspension and revocation

1 The Administration may, at any time, revoke the committees, managers, directors, and all proxies and agents designated by the Authority.

2 Similarly, it may, at any time, suspend in the performance of their duties the proxies and agents appointed by the General Assembly, and shall immediately convene the General Assembly.

3 The action for damages by persons who are dismissed or suspended in the performance of their duties shall be reserved.

Art. 906 1 C. Revision/I. In general

C. Review Body

I. In general

1 The provisions of the law of the limited company concerning the review body shall apply mutatis mutandis.

2 May require regular monitoring of annual accounts by a review body:

1.
10 % of partners;
2.
Partners who together account for at least 10 % of the share capital;
3.
Individual partners who are individually responsible or required to make additional payments.

1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 907 1 C. Review Body/II. Controlling the list of partners

II. Controlling the list of partners

If the partners of a company are individually responsible or are required to make additional payments, the review body controls that the list of partners is maintained properly. If the company does not have a review body, the administration controls the list of partners by a certified reviewer.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 908 1 D. Carences in the organization of society

D. Carences in the organization of society

The provisions of the law of the limited company concerning deficiencies in the organisation of the company shall apply mutatis mutandis to the cooperative society.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 909 And 910 1

1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Chapter VI: Dissolution of society

911 A. Causes of Dissolution

A. Causes of Dissolution

The corporation is dissolved:

1.
In accordance with the statutes;
2.
By a decision of the General Assembly;
3.
By the opening of the bankruptcy;
4.
For other statutory grounds.
Art. 912 B. Registration on the Trade Register

B. Registration on the Trade Register

Except in the case of bankruptcy, the dissolution of the company shall be communicated to the Bureau of the Trade Register through the care of the administration.

Art. 913 C. Liquidation. Asset Allocation

C. Liquidation. Asset Allocation

1 The liquidation of the company shall be effected, subject to the following provisions, in accordance with the rules adopted for the limited company.

2 The surplus remaining after the extinguishment of all debts and, where applicable, reimbursement of social shares, may be allocated among the partners only if the articles permit.

3 Unless otherwise provided in the Articles of Agreement, the distribution shall take place per head between all those associated with the day of the dissolution or their successors in title. Demo reserved the rights conferred by law to the members of the party or their heirs.

4 If the articles do not prescribe anything about the distribution of the surplus, it must be earmarked for cooperative or public purposes.

5 If the statutes do not provide otherwise, the assignment shall be the responsibility of the General Assembly.

Art. 914 1 D. ...

D. ...


1 Repealed by c. 2 of the annex to the PMQ of 3 Oct. 2003 on fusion, with effect from 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 915 E. Resuming by a Public Law Corporation

E. Resuming by a Public Law Corporation

1 Where the goods of a cooperative society are taken up by the Confederation, by a canton or, under the guarantee of the canton, by a district or a municipality, the liquidation may be conventionally excluded if the general meeting consents.

2 The General Assembly shall decide in accordance with the rules applicable to the dissolution, and its decision shall be entered on the register of commerce.

3 Upon registration, the transfer of assets and liabilities is completed and the corporation's name must be written off.

Chapter VII: Responsibility

Art. 916 1 A. To Company

A. To Company

All persons responsible for the administration, management, review or liquidation shall satisfy the company of the damage they cause to it by intentionally or negligently lacking in their duties.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 917 B. To Company, Partners and Creditors

B. To Company, Partners and Creditors

1 The members of the administration and the liquidators, in respect of the company as well as the members of the corporation and its creditors, respond to the damage they cause to them by intentionally or negligently lacking the duties of the law Impose them in the event of the insolvency of the corporation.

2 The action for compensation for damage that would have been tested by the company itself, but suffered only indirectly by the partners or creditors, is exercised in accordance with the rules adopted for the limited company.

Art. 918 C. Solidarity and redress

C. Solidarity and redress

1 Persons who respond to the same damage are held jointly and severally.

2 The judge rules the use of these persons against each other, taking into consideration the degree of each person's fault.

Art. 919 D. Prescription

D. Prescription

1 The actions in respect of liability governed by the foregoing shall be laid down in five years from the day on which the injured party has become aware of the damage, as well as the person in charge, and, in any case, ten years from the day Where the harmful event occurred.

2 If the damages derive from an offence under criminal law to a longer period of time, this requirement applies to civil action.

S. 920 E. In credit and insurance companies

E. In credit and insurance companies

In credit societies and insurance companies, liability is subject to the rules adopted for the limited liability company.

Chapter VIII: Federations

Art. 921 A. Conditions

A. Conditions

At least three cooperative societies can unite and form a society of the same kind.

Art. 922 B. Organization/I. Assembly of Delegates

Organization

I. Assembly of Delegates

1 Unless otherwise provided in the statutes, the assembly of the delegates is the supreme body of the federation.

2 The statutes determine the number of delegates of the federated companies.

3 Unless otherwise provided in the Statute, each delegate shall have one vote.

Art. 923 B. Organization/II. Administration

II. Administration

The administration consists of members of the federated companies, if the statutes do not otherwise have them.

Art. 924 B. Organization/III. Control. Use of the judge

III. Control. Use of the judge

1 The statutes may confer on the common administration the right to control the activity of the federated companies.

2 They may confer on the common administration the right to attack before the courts decisions taken in isolation by the federated companies.

Art. 925 B. Organization/IV. Exclusion of new obligations

IV. Exclusion of new obligations

The members of a society who enter into a federation may not be bound by that head with any obligations other than their obligations under the law or the statutes of their society.

Chapter IX: Participation of corporations under public law

Art. 926

1 Where a public law corporation such as the Confederation, a canton, a district or a municipality has a public interest in a cooperative society, its statutes may confer on it the right to delegate representatives to the body Administration or review body. 1

2 Delegates of a public law corporation have the same rights and obligations as those of the corporation.

3 The members of the administrative and review body delegated by a public law corporation may be dismissed only by it. 2 The corporation responds to its delegates to the corporation, partners and creditors, subject to recourse under the applicable law of the Confederation or the canton.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).



1 New content according to the 18 Dec PMQ. 1936, in effect since 1 Er Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See disp. End. And trans. For the tit. XXIV to XXXIII, at the end of the text.
2 See disp. End. Of this title at the end of the code.
3 New content according to the c. I of the 4 Oct PMQ. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).
4 New content according to the c. I 1 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
5 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
6 New content according to the c. I 2 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745). See also disp. End. Of this mod. At the end of the code.

Part Four: From the Register of Trade, Commerce and Commercial Accounting 1

Thirtieth title: From the trade register

Art. 927 A. Purpose and Organization/I. In general

A. Purpose and Organization

I. In general

1 Each canton must have a register of trade.

2 The cantons are free to establish registers by district.

3 They shall designate the bodies responsible for the maintenance of the register and a cantonal supervisory authority.

Art. 928 A. Purpose and Organization/II. Liability

II. Liability

1 The trade register and the immediate supervisory authorities are personally liable for the damage caused by their fault or that of the employees appointed by them.

2 ... 1

3 The cantons are obliged, in the alternative, for the damage not remedied by the officials responsible.


1 Repealed by c. 10 of the schedule to the PMQ of Dec. 2008 (Protection of the adult, right of persons and right of descent), with effect from 1 Er Jan 2013 ( RO 2011 725 ; FF 2006 6635 ).

Art. 929 A. Purpose and Organization/III. Orders/1. In general

III. Orders

1. In general 1

1 The Federal Council shall lay down provisions concerning the organisation, holding and monitoring of the register of trade, as well as the procedure, the requisition for registration, the supporting documents and their examination, the contents of the registration, the Emoluments and remedies. 2

2 The emoluments must be proportionate to the economic importance of the undertaking.


1 New content according to the c. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).
2 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 929 A 1 A. Purpose and Organization/III. Orders/2. Electronic Record Keeping of the Trade Register

2. Electronic Record Keeping of the Trade Register

1 The Federal Council shall lay down the provisions on computerised keeping of the register of trade and the electronic exchange of data between the authorities of the commercial register. In particular, it may prescribe to the cantons the computerised keeping of the register of trade, the acceptance of supporting documents filed in electronic form, the electronic entry of supporting documents and the transmission of data in the form of electronic data. Electronic.

2 The Federal Council shall rule on the conditions to which, where appropriate, the electronic filing of requisitions and supporting documents to the Offices of the Trade Register is admissible. It may make provisions on the retention of supporting documents and prescribe to the cantons the establishment of certified extracts of the register of commerce in electronic form.


1 Introduced by ch. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Art. 930 A. Purpose and Organization/IV. Advertising

IV. Advertising

The trade register is public; advertising applies to applications for registration and supporting documents.

Art. 931 A. Purpose and Organization/V. Formal Trade Sheet

V. Official Trade Sheet

1 The entry on the Trade Register shall be published in full and without delay in the Official Swiss Trade Sheet , unless the law or order provides that the publication will be made in part or by an extract.

2 Similarly, all publications required by law are made in the Official Swiss Trade Sheet .

2bis The Federal Council may make available to the public the information published in the Swiss Official Gazette of Commerce in another form. 1

3 The Federal Council shall lay down the requirements for the organisation of Official Swiss Trade Sheet .


1 Introduced by ch. 2 of the annex to the LF of 19 Dec. 2003 on electronic signature, effective from 1 Er Jan 2005 ( RO 2004 5085 ; FF 2001 5423 ).

Art. 931 A 1 B. Inscriptions/I. Sequence

B. Enrolment

I. Sequence

1 Any requisition for registration in the register of trade concerning a legal person shall be the responsibility of the senior management or administrative body. Specific provisions concerning corporations and institutions of public law are reserved.

2 The requisition must be signed by two members of the senior management or administrative body or by a member authorised to represent the legal person by its individual signature. It must be signed at the Office of the Trade Register or must be deposited with duly legalised signatures.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 932 B. Enrolment/II. Start of Effects

II. Start of Effects 1

1 The date of entry on the trade register is the date of the entry on the newspaper.

2 The registration shall be effective against third parties only on the working day following the one on which the date on the number of the Official Swiss Trade Sheet Where the entry is published. This working day is also the starting point for the period beginning with the publication of the registration.

3 Demo reserved the special provisions of the law under which registration is immediately followed by effect vis-à-vis third parties or marks the starting point of a time limit.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 933 B. Enrolment/III. Effects

III. Effects 1

1 Third parties to whom an entry has become effective shall not avail themselves of what they have ignored.

2 Where a fact whose registration is required has not been recorded, it may not be opposed to third parties unless it is established that the latter have been aware of it.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 934 1 B. Enrolment/IV. Registration on the Trade Register/1. Right and obligation

IV. Register for the Trade Register

1. Right and Obligation

1 The person who makes the trade, carries on a factory or carries on in the commercial form some other industry shall be obliged to ' Request the entry in the trade register of the place where it has its principal place of business.

2 A person who, under a trade reason, operates an industry without being required to register, is nevertheless entitled to request the registration in the trade register of the place of its principal place of business.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

S. 935 B. Enrolment/IV. Register for Trade Register/2. Branches

2. Branches

1 Swiss branches of houses whose principal place of business is in Switzerland shall be registered at the place where they have their headquarters, after having been at the head office of the principal place of business.

2 Swiss branches of houses whose principal place of business is abroad are required to register; the registration shall be as if their principal place of business is in Switzerland, subject to the derogations deriving from the foreign legislation. For these branches, it will have to be designated a proxy based in Switzerland responsible for representing them.

S. 936 B. Enrolment/IV. Registration on the Trade Register/3. Execution Orders

3. Enforcement Orders

The Federal Council lays down the specific requirements for compulsory registration on the trade register.

S. 936 A 1 B. Enrolment/IV. Registration on the Trade Register/4. Business Identification Number

4. Business Identification Number

1 Individual undertakings, partnerships, limited partnerships, capital corporations, cooperative societies, associations, foundations, branches and institutes of public law registered in the Register of Trade receives a number under the Federal Act of June 18, 2010 on the Business Identification Number 2 .

2 The identification number of the companies remains the same throughout the existence of the subject, even in the case of the transfer of the seat, the transformation or the modification of the name or trade reason.

3 The Federal Council shall issue the implementing provisions. It may provide that the identification number of the companies appears, with the trade reason, on the letters, order notes and invoices.


1 Introduced by ch. 2 of the annex to the PMQ of 3 Oct. 2003 on the merger ( RO 2004 2617 ; FF 2000 3995 ). New content according to the c. 1 of the Annex to the LF of 18 June 2010 on the Business Identification Number, in force since 1 Er Jan 2011 (RO) 2010 4989; FF 2009 7093).
2 RS 431.03

Art. 937 B. Inscriptions/V. Amendments

V. Amendments 1

Any changes to the facts on the trade register must also be recorded.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 938 1 B. Enrolment/VI. Radiation/1. Duty to request cancellation

VI. Radiation

1. Duty to request cancellation

Where an industry entered in the trade register ceases to exist or is assigned to a third party, its cancellation of the trade register shall be required by the former owners or their heirs.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 938 A 1 B. Enrolment/VI. Radiation/2. Office Radiation

2. Statutory Deregistration

1 When a corporation no longer carries out activities and has no more realizable assets, the trade registry operator may cancel the trade register after a three-fold public warning has not been achieved.

2 Where a partner or shareholder, or a creditor, has an interest in maintaining the registration, the judge shall decide.

3 The Federal Council regulates the modalities.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 938 B 1 B. Enrolment/VI. Radiation/3. Bodies and powers of representation

3. Bodies and powers of representation

1 Where persons on the register of trade as an organ cease to perform their duties, the legal person concerned shall require their cancellation without delay.

2 Persons leaving their duties may also require their own cancellation. The Registrar shall communicate the cancellation to the legal entity without delay.

3 These provisions are also applicable to the removal of representational powers.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 939 B. Enrolment/VII. Business Corporations and Co-operatives Bankruptcies

VII. Business Corporations and Co-operatives Bankruptcies 1

1 If the bankruptcy of a commercial corporation or a cooperative corporation has been declared, the trade registry operator must, in the light of the official disclosure of the declaration of bankruptcy, record the resulting dissolution.

2 In the event of the revocation of the bankruptcy, the registration must, in the light of the official communication of the revocation, be cancelled in the register.

3 After the closure of the bankruptcy proceedings, the company shall be deregistered in the light of the official communication of the declaration of bankruptcy.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 940 B. Enrolment/VIII. Obligations of the Trade Register Person/1. Control

VIII. Obligations of the Trade Register Agent

1. Control 1

1 The Trade Register person must verify that the legal requirements for registration are met.

2 In particular, it seeks, when registering legal persons, whether the statutes do not derogate from legal provisions of a mandatory nature and if they contain the provisions required by law.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 941 B. Enrolment/VIII. Obligations of the Trade Register Person/2. Disclaimer and Registration of Office

2. Disclaimer and Registration of Office

The Trade Register person shall invite the persons concerned to request the compulsory entries and, if necessary, to do so ex officio.

Article 941 A 1 B. Enrolment/VIII. Obligations of the Trade Register Person/3. Request to the judge or supervisory authority

3. Request to the Judge or Supervisory Authority

1 In the event of deficiencies in the organization absolutely prescribed by the law of a company, the person in the trade register shall require the judge to take the necessary measures.

2 In the event of deficiencies in the organisation prescribed by the law of a foundation, the agent of the trade register shall require the supervisory authority to take the necessary measures.

3 If the mandatory requirements concerning the review body of an association are not complied with, the trade register shall require the judge to take the necessary measures.


1 Introduced by ch. 1 of the annex to the PMQ of 8 Oct. 2004 (Right of foundations) ( RO 2005 4545 ; FF 2003 7425 7463). New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 (RO) 2007 4791; FF 2002 2949, 2004 3745).

S. 942 B. Enrolment/IX. Non-observance of requirements/1. Liability for damage

IX. Non-observance of requirements

1. Liability for Injury 1

The person who, intentionally or negligently, does not make a registration to which he is liable shall be liable for the damage resulting from it.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 943 B. Enrolment/IX. Non-observance of requirements/2. Fines of order

2. Fines of Order

1 Where the law requires the persons concerned themselves to request registration, the authority in the register must, in the event of a contravention, strike the violators of a fine of between 10 and 500 francs.

2 The same fine is imposed on the directors of an anonymous company which, despite summons, does not file the profit and loss account with the Bureau of the Trade Register and the balance sheet.

Title Thirty-first: Trade Reasons

Article 944 A. Trade-related training/I. In general

A. Trade-related training

I. In general

1 Any trade reason may contain, in addition to the essential elements prescribed by law, particulars of the persons mentioned therein, indications of the nature of the undertaking, or a name of fantasy, provided that it is in conformity with the truth, Cannot mislead and is not in the public interest.

2 The Federal Council may determine, by means of an order, the extent to which national or territorial designations may be entered in the context of trade.

S. 945 A. Trade-related training/II. Individual Businesses/1. Essential elements

II. Individual Businesses

1. Essential elements 1

1 The one who is alone at the head of a house must take as an essential element of the trade reason his surname with or without first names.

2 ... 2

3 The reason for trade must not include an addition that may presume the existence of a corporation.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 Repealed by c. I of the 4 Oct PMQ. 1991, with effect from 1 Er Jan 1992 (RO) 1992 733; FF 1983 II 757).

Art. 946 A. Trade-related training/II. Sole proprietes/ 2. The exclusive right to use the registered reason

2. The exclusive right to use the registered reason

1 Where an individual reason is recorded on the trade register, another head of house may not use it in the same locality, although his or her name and surname are identical with those in the registered reason.

2 In such a case, it is required to add to its name an addition which clearly distinguishes its trade reason from the already registered reason.

3 The rights deriving from the unfair competition provisions were reserved for one individual reason registered in another place.

Art. 947 A. Trade-related training/III. Social Reasons/1. Partnerships, limited partnerships and limited partnerships per share/a. Reason training

III. Social Reasons

1. Corporate, Limited Partnership and Corporate Name Corporations

A. Reason training

1 The trade name of a partnership must, if not all members of the partnership are not named, contain at least one family name, with an addition indicating the existence of a corporation.

2 A partnership that admits new partners can keep its business reason unchanged.

3 The trade name of a limited partnership or a limited partnership must contain the family name of at least one partner indefinitely liable, with an addition indicating the existence of a corporation.

4 The names of persons other than those who are not indefinitely liable may not be included in the trade name of a partnership, limited partnership, limited partnership or limited partnership.

Art. 948 A. Trade-related training/III. Social Reasons/1. Partnerships, limited partnerships and limited partnerships per share/b. Amendment

B. Change

1 Where a partner whose family name is included in the trade name of a partnership, limited partnership, or sponsorship by shares ceases to be a member of the corporation, that name cannot be maintained in the name of the corporation, even with the name of the partner. Assent or that of his heirs.

2 Exceptions may be permitted in cases where the existence of a society is expressed by a relationship of kinship, for as long as a relatedness or covenant still exists between two partners indefinitely liable and one of them Is named after the family name in the trade name.

Art. 949 1

1 Repealed by c. I 3 of the LF of 16 Dec. 2005 (Law of limited liability company; adaptation of the rights of the limited company, the cooperative society, the register of trade and the reasons for trade), with effect from 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 950 1 A. Trade-related training/III. Social reasons/2. Société anonyme, société à responsabilité limitée et société coopérative

2. Limited liability company, limited liability company and cooperative corporation

The limited liability company, the limited liability company and the cooperative society may, subject to the general provisions on the formation of the reasons for trade, freely form their trade grounds. The latter must designate the legal form.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 1 A. Trade-related training/III. Social Reasons/3. Exclusive right to registered trade reason

3. Exclusive right to registered trade reason

1 The provisions concerning the exclusive right to the business reason of the individual business also apply to the reason of a partnership, a limited partnership or a partnership by shares.

2 The reason for the trading of the limited liability company, the limited liability company and the cooperative society must be clearly distinguished from any other reason for a company bearing one of these forms already registered in Switzerland.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 952 A. Trade-related training/IV. Branches

IV. Branches

1 The reason for the business of the branches must be the same as that of the principal place of business; however, a special addition is permitted if it is only suitable for the branch.

2 When the seat of a business is abroad, the reason for the branch will also indicate the head office, the branch office and the express designation of the branch with its quality.

S. 953 A. Trade-related training/V. Resuming an existing house

V. Resuming an existing house

1 Those who take over an existing house are subject to the provisions governing the training and use of a trade reason.

2 It may, however, if it is expressly or tacitly authorized by its predecessors or heirs, maintain the old trade reason, by adding an addition stating that it is the successor.

Art. 954 A. Trade-related training/VI. Renaming

VI. Renaming

The old trade reason may be maintained if the name of the holder or a partner appearing in it has been changed by law or by decision of the competent authority.

Art. 954 A 1 B. Obligation to Use Trade Reason and Name

B. Obligation to Use Trade Reason and Name

1 The trade name or name entered in the trade register shall be completely and unchanged in correspondence, order forms, invoices and communications of the company.

2 The complementary use of abbreviations, logos, trade names, signs or similar indications is acceptable.


1 Introduced by ch. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 955 C. Official control

C. Official control 1

The Trade Register person shall automatically invite the persons concerned to comply with the provisions concerning the formation of the reasons for trade.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Art. 956 D. Protection of trade-related reasons

D. Protection of trade-related reasons 1

1 As soon as the business reason of an individual, a commercial corporation or a cooperative corporation has been recorded in the Register and published in the Official Swiss Trade Sheet , having the right to use it exclusively.

2 Those who suffer prejudice as a result of the improper use of a trade reason may ask the judge to put an end to it and, if there is fault, claim damages.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Title Thirty-second: 2 Business accounting and presentation of accounts

Chapter I: General provisions

Article 957 A. Accountability for Accounting and Reporting

A. Accountability for Accounting and Reporting

1 Must maintain accounts and account in accordance with this chapter:

1.
Individual companies and partnerships which had turnover of more than 500 000 francs in the last financial year;
2.
Legal persons.

2 The following companies are responsible for accounting for revenues, expenditures and heritage:

1.
Individual companies and partnerships which had a turnover of less than 500 000 francs in the last financial year;
2.
Associations and foundations that do not have an obligation to require their registration in the trade register;
3.
Foundations exempted from the obligation to appoint a review body under s. 83 B , para. 2, CC 1 .

3 The principle of regularity of accounting shall apply by analogy to the undertakings referred to in para. 2.


1 RS 210

Article 957 A B. Accounting

B. Accounting

1 Accounting is the basis for the establishment of accounts. It records the transactions and other facts necessary for the presentation of the assets, the financial situation and the results of the business (economic situation).

2 The accounts shall be kept in accordance with the principle of regularity, which shall include, in particular:

1.
The full, faithful and systematic registration of the transactions and other facts necessary within the meaning of para. 1;
2.
The justification for each record by an accounting document;
3.
Clarity;
4.
Adaptation to the nature and size of the company;
5.
The traceability of accounting records.

3 An accounting document shall mean any written document, drawn up in paper form, in electronic form or in any equivalent form, which enables the verification of the transaction or the fact which is the subject of the registration.

4 The accounting shall be held in the national currency or in the most important currency in relation to the activities of the undertaking.

5 It is held in one of the national or English languages. It may be established in hard copy, in electronic form or in any equivalent form.

Art. 958 C. Presentation of accounts/I. Purpose and content

C. Presentation of accounts

I. Purpose and content

1 The accounts must present the economic situation of the business in such a way that a third party can make a valid opinion.

2 The accounts are presented in the management report. The latter contains the individual annual accounts (annual accounts) which consist of the balance sheet, the profit and loss account and the annex. The provisions applicable to large companies and groups are reserved.

3 The management report shall be drawn up and submitted within six months of the end of the exercise to the body or persons who have the competence to approve it. It shall be signed by the President of the Senior Executive or Administrative Body and by the person who responds to the establishment of the accounts within the undertaking.

Art. 958 A C. Presentation of accounts/II. Basic rules for the establishment of accounts/1. Principle of continuity of operation

II. Basic rules for the establishment of accounts

1. Principle of continuity of operation

1 The accounts are based on the assumption that the business will continue to operate in the foreseeable future.

2 If the cessation of all or part of the business is envisaged or seems unavoidable within twelve months from the date of the balance sheet, the accounts shall be drawn up on the basis of the liquidation values for the parties concerned. The company. Provisions are made for the charges induced by the cessation or reduction of the activity.

3 Derogations from the principle of continuity of operation and their influence on the economic situation of the undertaking are discussed in the annex to the annual accounts.

Art. 958 B C. Presentation of accounts/II. Basic rules for the establishment of accounts/2. Principles of the periodic delimitation and the linking of expenses to products

2. Principles of the periodic delimitation and the linking of charges to products

1 The charges and products shall be presented in accordance with the principles of the periodic delimitation and the linking of the charges to the products.

2 If the net proceeds of sales of goods and services or financial products do not exceed 100 000 francs, it is possible to derogate from the principle of periodic delimitation and to establish expenditure and expenditure accounts. Revenue.

Art. 958 C C. Presentation of accounts/III. Principle of regularity

III. Principle of regularity

1 The regular establishment of accounts shall be governed in particular by the following principles:

1.
Clarity and comprehensibility;
2.
Integration;
3.
Reliability;
4.
Relative importance;
5.
Caution;
6.
Permanence of the presentation and evaluation methods;
7.
The prohibition of compensation between assets and liabilities and between expenses and products.

2 The amount of each item presented in the balance sheet and in the annex is justified by an inventory or otherwise.

3 The presentation of the accounts shall be adapted to the particulars of the undertaking and the branch, in accordance with the minimum content provided for by the law.

Art. 958 D C. Presentation of accounts/IV. Presentation, currency and language

IV. Presentation, currency and language

1 The balance sheet and the result account can be presented in table or list form. There is no need to present items that display a nil or insignificant amount separately.

2 In the annual accounts, the figures for the previous year are shown in relation to the values of the year under review.

3 The accounts shall be established in the national currency or in the most important currency in relation to the activities of the undertaking. If they are not established in the national currency, counter-values in national currency should also be indicated. The conversion courses used are mentioned and possibly commented on in the Annex.

4 The accounts shall be drawn up in a national or English language.

Art. 958 E D. Publication and Consultation

D. Publication and Consultation

1 The individual annual accounts and the consolidated annual accounts, together with the revision reports, shall be published in the Swiss Official Gazette of Trade or issued to any person who requests them within twelve months of their application. Approval, at its own expense, when the business meets one of the following conditions:

1.
It is the debtor of a bond by bond;
2.
It has publicly traded securities.

2 Other undertakings must recognize the right to consult the management report and the revision reports to any creditor who has an interest worthy of protection. In the event of a dispute, the judge shall decide.

Art. 958 F E. Bookkeeping and keeping of books

E. Bookkeeping and keeping of books

1 The books and records and the management report and the revision report are retained for ten years. This is a short period from the end of the fiscal year.

2 A printed and signed copy of the management report and the revision report are retained.

3 Books and accounting documents may be held in paper form, in electronic form or in any equivalent form, provided that the link to the transactions and other facts on which they relate is guaranteed and that their Reading is still possible in all circumstances.

4 The Federal Council shall lay down the provisions relating to the books to be kept, the principles governing their holding and their preservation and the information materials which may be used.

Chapter II: Annual accounts

Art. 959 A. Balance sheet/I. Purpose of the balance sheet, conditions for the balance sheet

Review

I. Purpose of the balance sheet, conditions for the balance sheet

1 The balance sheet reflects the state of the assets and the financial position of the company at the balance sheet date. It consists of assets and liabilities.

2 Assets include assets that can be disposed of as a result of past events, which are expected to have an economic benefit flow and whose value can be estimated with a sufficient degree of reliability. No other part of the heritage can be brought to the balance sheet.

3 The circulating asset includes cash and assets that are likely to be realized within twelve months of the balance sheet date, in the normal business cycle, or in some other way. All other assets are classified in the locked-in asset.

4 Liabilities include foreign capital and equity.

5 Foreign capital includes debts resulting from past events, which result in a likely flow of economic benefits to the business and whose value can be estimated with a sufficient degree of reliability.

6 Short-term foreign capital includes debts that are likely to be due within 12 months of the balance sheet date or in the normal business cycle. All other debts are classified as long-term foreign capital.

7 Equity is presented and structured according to the company's legal form.

Art. 959 A A. Balance Sheet/II. Minimum Structure

II. Minimum Structure

1 The assets of the balance sheet shall be presented in descending order of liquidity and shall consist of at least the following items, shown separately and according to the following structure:

1.
Circulating active:
A.
Cash and publicly-traded assets held in the short term,
B.
Claims resulting from the sale of goods and services,
C.
Other short-term claims,
D.
Inventory and services not invoiced,
E.
Regularization assets;
2.
Capitalized assets:
A.
Financial capital assets,
B.
Participations,
C.
Tangible capital assets,
D.
Intangible assets,
E.
Capital or capital of the foundation not released.

2 The liabilities of the balance sheet shall be presented in ascending order of due order and shall consist of at least the following items, shown separately and according to the following structure:

1.
Short-term foreign capital:
A.
Debts resulting from the purchase of goods and services,
B.
Short-term interest-bearing debt,
C.
Other short-term debt,
D.
Accrual liabilities;
2.
Long-term foreign capital:
A.
Long-term interest bearing debt,
B.
Other long-term debt,
C.
Provisions and similar positions provided for by law;
3.
Equity capital:
A.
Capital or capital of the foundation, if any, broken down by categories of participation rights,
B.
Legal reserve from capital,
C.
Legal reserve from profit,
D.
Optional reserves resulting from accumulated profit or loss, in reduction of equity,
E.
Own shares of capital, declining equity capital.

3 The balance sheet or the annex shall show other posts if they are important for the assessment of the heritage or financial situation by third parties or if it corresponds to the uses in the business sector of the undertaking.

4 Debts and debts owed to the holders of direct and indirect holdings, to the organs and to the companies in which the undertaking holds a direct or indirect interest are presented separately in the balance sheet or In the annex.

Art. 959 B B. Result account; minimum structure

B. Result account; minimum structure

1 The profit and loss account reflects the results of the business during the year. It can be determined according to the method of the assignment of the charges by nature (income statement by nature) or according to the method of the assignment of the charges by function (profit-based account by function).

2 The income statement by nature shall consist of at least the following items, shown separately and according to the following structure:

1.
Net proceeds from sales of goods and services;
2.
Change in inventories of finished and semi-finished products and variation in unbilled services;
3.
Material loads;
4.
Staff costs;
5.
Other operating expenses;
6.
Depreciation and adjustment of value on locked-in assets;
7.
Expenses and financial products;
8.
Non-operating expenses and products;
9.
Exceptional, unique or non-recurring expenses and products;
10.
Direct taxes;
11.
Profit or loss of the fiscal year.

3 The result account by function shall consist of at least the following posts, shown separately and according to the following structure:

1.
Net proceeds from sales of goods and services;
2.
Costs of acquiring or producing the goods and services sold;
3.
Administration and distribution expenses;
4.
Expenses and financial products;
5.
Non-operating expenses and products;
6.
Exceptional, unique or non-recurring expenses and products;
7.
Direct taxes;
8.
Profit or loss of the fiscal year.

4 When the result account is determined on the basis of the duty-to-function method, the personnel expenses as well as the depreciation and value adjustments on the locked-in assets must be shown separately in The Annex.

5 The result account or the annex shall show other posts if they are important for the evaluation of the results by third parties or if it corresponds to the uses in the business sector of the undertaking.

Art. 959 C C. Annex

C. Annex

1 The Annex complements and comments on the information given in the annual accounts. It contains:

1.
Information on the accounting principles applied, where they are not prescribed by law;
2.
Information, a detailed structure and comments on certain balance sheet items and the result account;
3.
The aggregate amount arising from the dissolution of replacement reserves and supplementary latent reserves, to the extent that it exceeds the overall amount of the newly created similar reserves, if the presentation of the result Economic growth is significantly improved;
4.
Other information prescribed by law.

2 The Annex also contains the following indications, unless they are directly apparent from the balance sheet or result account:

1.
The business or name, the legal form and the location of the business;
2.
Where applicable, a declaration that the annual average full-time employment is not greater, as the case may be, at 10, 50 or 250;
3.
The trade reason, the legal form and the seat of the undertakings in which direct participation or substantial indirect participation is held, as well as the share of the capital and the share of voting rights;
4.
The number of shares of its own capital held by the undertaking and by the undertakings in which it has interests;
5.
The acquisition and disposal by the enterprise of its own shares and the conditions to which they were acquired or disposed of;
6.
The residual value of debts arising from leasing transactions that are equivalent to sales contracts and other debts arising from leasing operations, to the extent that they do not, or cannot be, denounced in the twelve Months after the balance sheet date;
7.
Debts owed to pre-need institutions;
8.
The total amount of security rights created in favour of third parties;
9.
The total amount of the assets pledged as a guarantee of the debts of the company and of the encumbered assets of a reserve of ownership;
10.
Legal or actual obligations for which loss of economic benefits appears unlikely or is of a value that cannot be estimated with a sufficient degree of reliability (conditional commitment);
11.
The number and value of the rights of participation or options on such rights granted to members of all executive or administrative bodies as well as to collaborators;
12.
Explanations for extraordinary, unique or off-period positions in the result account;
13.
Significant events occurring after the balance sheet date;
14.
In the case of the resignation of the review body before the end of its term of office, the reasons for the withdrawal.

3 Individual businesses and partnerships are not required to establish an annex if they are not subject to the provisions governing the establishment of large business accounts. If the provisions on the minimum balance sheet structure and the result account require additional information and the undertaking does not establish an annex, it shall directly provide the information required in the balance sheet or in the account of Result.

4 Business debt debits indicate separately the amount, interest rate, maturity and other terms and conditions of each of these borrowings.

Art. 960 D. Evaluation/I. Principles

Evaluation

I. Principles

1 As a general rule, assets and debts are assessed individually if they are significant and because of their similarity, they are not usually grouped together.

2 The assessment must be prudent, but must not prevent a reliable assessment of the company's economic situation.

3 Where concrete evidence suggests that assets are overvalued or that there are insufficient provisions, the values must be verified and, where appropriate, appropriate.

Art. 960 A D. Evaluation/II. Assets/1. In general

II. Assets

1. In general

1 In its first accounting, an asset is valued at most at its acquisition cost or cost.

2 In subsequent assessments, the value of the asset may not exceed its acquisition cost or cost. The provisions for certain categories of assets are reserved.

3 Losses of value due to the use of the asset and the time factor are recorded through depreciation, those due to other factors, through value corrections. Value corrections and depreciation are calculated in accordance with generally accepted principles of trade. They are charged directly or indirectly to the asset in charge of the profit and loss account; their accounting for liabilities is prohibited.

4 Additional adjustments and corrections of value can be made for replacement purposes and for the long-term prosperity of the company. The company may, for the same reasons, waive the dissolution of any amortisation or value corrections that are no longer justified.

Art. 960 B D. Evaluation/II. Assets/2. Assets with observable current prices

2. Assets with observable current price

1 In subsequent valuations, assets quoted on the stock exchange or having another current price observable in an active market may be assessed during the day or at the current price on the balance sheet date, even if that price is higher than the nominal value Or the acquisition cost. The company making use of this right shall evaluate all assets of the same balance sheet item which are linked to a current price observable during the day or at the current price at the date of the balance sheet. It indicates this choice in the Annex. The total value of assets having an observable current price show separately the value of the securities and the value of the other assets.

2 Where assets are assessed during the day or at the current price at the balance sheet date, a value correction may be made of the result account in order to take account of the fluctuation of the prices. These value corrections, however, are not allowed if they lead to the recording of a value lower than the cost of acquisition or, if it is lower, to the stock price. The total amount of the fluctuation reserves must be shown separately in the balance sheet or in the annex.

Art. 960 C D. Evaluation/II. Assets/3. Inventories and services not invoiced

3. Inventories and services not invoiced

1 In subsequent assessments, inventory and non-invoiced services are recorded at the revered value of the foreseeable residual costs at the balance sheet date if this value is less than the cost of acquisition or cost Of a return.

2 Inventory includes raw materials, in-process products, finished products and goods.

Art. 960 D D. Evaluation/II. Assets/4. Asset Locked

4. Fixed Assets

1 A locked-in asset includes values acquired for long-term use or detention.

2 In the long term, there is a period of more than twelve months.

3 Participation means the shares of the capital of another company that are held in the long term and confer a significant influence on the holder. The influence is presumed to be significant when the shares of held capital are eligible for at least 20 % of the voting rights.

Art. 960 E D. Evaluation/III. Det

III. Det

1 Debt is recorded at face value.

2 Where, due to past events, there is to be a loss of economic benefits to the business in future years, there is a need to set up provisions to be charged to the profit and loss account, up to the amount likely Necessary.

3 In addition, provisions may be made for the following headings:

1.
Regular expenses arising from security obligations;
2.
Restoration of tangible capital assets;
3.
Restructuring;
4.
Measures to ensure the long-term prosperity of the business.

4 Provisions which are no longer justified must not necessarily be dissolved.

Chapter III: Overview of Large Business Accounts

Art. 961 A. Supplementary Requirements for the Management Report

A. Supplementary Requirements for the Management Report

Companies that are subject to the ordinary control of the law have the following obligations:

1.
Provide additional information in the annex to the annual accounts;
2.
Include a cash flow chart in their annual accounts;
3.
Prepare an annual report.
Art. 961 A B. Additional details in the annex to the annual accounts

B. Additional details in the annex to the annual accounts

The annex to the annual accounts provides additional information on the following facts:

1.
The breakdown of long-term interest-bearing debts, depending on their liability, i.e. one to five years and more than five years;
2.
The amount of the fees paid to the review body for revision benefits, on the one hand, and for other services, on the other.
Art. 961 B C. Cash Flow Chart

C. Cash Flow Chart

The cash flow table presents cash flows related to operating activities, investment activities and financing activities separately.

Art. 961 C D. Annual Report

D. Annual Report

1 The annual report presents the business and economic situation of the company, if any, of its group of companies, at the end of the year; it highlights the aspects which do not appear in the annual accounts.

2 The annual report shall specify in particular the following:

1.
The annual average of full-time jobs;
2.
Conducting a risk assessment;
3.
The status of orders and warrants;
4.
Research and development activities;
5.
Exceptional events;
6.
The company's prospects.

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

Art. 961 D E. Simplification of consolidated accounts

E. Simplification of consolidated accounts

1 The undertaking may waive the additional entries in the annex to the annual accounts, the cash flow table and the annual report when it or a legal entity that controls it establishes consolidated accounts in accordance with a Recognized standard.

2 The following persons may require accounts established in accordance with this Chapter:

1.
Partners, if they together represent at least 10 % of the share capital;
2.
10 % of the members of the cooperative company or 20 % of the members of the association;
3.
Any partner or member who personally responds to the debts of the business or is liable to make additional payments.

Chapter IV: Financial statements prepared in accordance with a recognised accounting standard

Art. 962 A. In general

A. In general

1 In addition to the annual accounts established pursuant to this title, the following companies are required to prepare financial statements in accordance with a recognized standard:

1.
Companies whose securities are listed on the stock exchange, when the award is required;
2.
Cooperative corporations, where they have at least 2000 members;
3.
Foundations, where the law makes them subject to regular supervision.

2 The following persons may also require the preparation of financial statements in accordance with a recognized standard:

1.
Partners, if they together represent at least 20 % of the social capital;
2.
10 % of the members of the cooperative company or 20 % of the members of the association;
3.
Any partner or member who personally responds to the debts of the business or is liable to make additional payments.

3 The obligation to prepare financial statements in accordance with a recognized standard is extinguished when the company submits consolidated accounts according to a recognized standard.

4 The choice of a recognized standard shall be the responsibility of the senior management or administrative body unless the statutes, the company contract or the act of foundation do otherwise or the supreme body itself does not designate a recognized standard.

Art. 962 A B. Recognized Accounting Standards

B. Recognized Accounting Standards

1 If the financial statements are prepared in accordance with a recognized accounting standard, they indicate which financial statements are prepared.

2 The recognized standard that has been chosen is applied in its entirety and for all financial statements.

3 Compliance with the recognized standard is verified by a certified reviewer. The financial statements are subject to regular control.

4 Financial statements prepared in accordance with a recognized standard are submitted to the supreme body upon approval of the annual accounts but do not require approval.

5 The Federal Council refers to recognized standards. It can set the conditions for choosing a standard or changing it.

Chapter V: Consolidated Accounts

S. 963 Obligation

Obligation

1 Any legal entity required to establish accounts which controls one or more enterprises required to establish accounts shall include in its management report annual consolidated accounts (consolidated accounts) covering all enterprises That it controls.

2 A corporation is deemed to control another business if it meets one of the following conditions:

1.
It has, directly or indirectly, the majority of votes in the supreme body;
2.
Directly or indirectly has the right to appoint or remove the majority of the members of the executive or administrative body;
3.
It may exercise a dominant influence by virtue of the statutes, the act of foundation, a contract or similar instruments.

3 The accounting standard recognized in accordance with s. 963 B Can determine which companies are consolidated. 1

4 Associations, foundations and cooperatives may transfer the obligation to draw up consolidated accounts to a controlled undertaking if it brings together all the other undertakings in a single direction through the holding of a Majority of votes or otherwise and proves that it actually controls them.


1 Erratum of the Ass Editorial Board. Fed. On May 7, 2013, published on May 28, 2013 ( RO 2013 1489 ).

S. 963 A B. Liberation

B. Liberation

1 A corporation is relieved of the obligation to draw up consolidated accounts if it meets one of the following conditions:

1.
In two successive years, the corporation and the corporations that it controls do not exceed two of the following values:
A.
Total balance sheet: 20 million francs,
B.
Turnover: 40 million francs,
C.
Headcount: 250 full-time, annual average jobs;
2.
It is controlled by a company whose consolidated accounts are established in accordance with Swiss law or equivalent provisions of foreign law and are subject to regular control;
3.
It has transferred the obligation to draw up consolidated accounts to a company that it controls within the meaning of s. 963, para. 4.

2 However, the corporation is still required to draw up consolidated accounts if it meets one of the following conditions:

1.
This operation is necessary to ensure a reliable assessment of its economic situation;
2.
Associates representing at least 20 % of the share capital, 10 % of the members of the cooperative corporation, 10 % of the members of the association required;
3.
A partner or a member of the association personally responding to the debts of the business or subject to an obligation to make additional payments;
4.
The Foundation's supervisory authority so requires.

3 Where a corporation does not establish consolidated accounts under para. 1, c. 2, it is required to communicate the consolidated accounts of the parent company in accordance with the provisions applicable to its own annual accounts.

S. 963 B C. Recognized Accounting Standards

C. Recognized Accounting Standards

1 The consolidated accounts of the following companies are established in accordance with a recognized accounting standard:

1.
Companies whose securities are listed on the stock exchange, when the award is required;
2.
Cooperative corporations, where they have at least 2000 members;
3.
Foundations, where the law makes them subject to regular supervision.

2 Art. 962 A , para. 1 to 3, and 5, shall apply mutatis mutandis.

3 The consolidated accounts of other undertakings shall be subject to the principle of regularity. In the annex to the consolidated accounts, the company mentions the evaluation rules applied. When it departs, it shall indicate it in the Annex and provide in another way indications of the state of the heritage, the financial situation and the results of the group.

4 In the following cases, the company remains obligated to establish consolidated accounts in accordance with a recognized accounting standard:

1.
Associates representing at least 20 % of the share capital, 10 % of the members of the cooperative corporation or 20 % of the members of the association required;
2.
An associate or member of the association who personally responds to the debts of the business or is subject to an obligation to make additional payments;
3.
The Foundation's supervisory authority so requires.
Art. 964 1

1 Repealed by c. I of the PMQ of Dec 22. 1999, with effect from 1 Er June 2002 ( RO 2002 949 ; FF 1999 4753 ).



1 New content according to the 18 Dec PMQ. 1936, in effect since 1 Er Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See disp. End. And trans. For the tit. XXIV to XXXIII, at the end of the CO.
2 New content according to the c. I 2 of the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ). See also disp. And trans. At the end of the text.

Part Five: Values and Values 1

Title Thirty-third: Nominal, bearer or order titles

Chapter I: General provisions

Art. 965 A. Definition of paper value

A. Definition of paper value

Value-values are all titles to which a right is incorporated in such a way that it is impossible to claim or transfer it independently of the title.

Art. 966 B. Value Derivative Obligations

B. Value Derivative Obligations

1 The person whose debt is incorporated into a paper-value is only liable to pay against the surrender of the security.

2 Barring or serious negligence on the part of the debtor is released by a payment at maturity in the hands of the person to whom the title confers the status of creditor.

Article 967 C. Transfer/I. Regular form

C. Transfer

I. Regular form

1 In order to transfer the ownership of a paper value or the encumber of any other real right, the transfer of ownership of the title is required in all cases.

2 In addition, there is a need for an endorsement, and for nominative titles, a written statement, which will not necessarily be inserted in the title itself.

3 The law or convention may provide for the cooperation of other persons, in particular the debtor, for the transfer.

Art. 968 C. Transfer/II. Endless/1. Shape

II. Endbone

1. Shape

1 Endorsement is carried out in all cases according to the rules of the exchange rate law.

2 The complete endorsement, with the surrender of the title, constitutes a sufficient form of transfer.

Art. 969 C. Transfer/II. Endless/2. Effects

2. Effects

The rights of the endorser are, for all transferable securities, transferred to the recipient by the endorsement and remission of the title, unless the object or nature of the title presumes that it is otherwise.

Art. 970 D. Conversion

D. Conversion

1 A registered title or title may be validly converted into a title to the bearer only with the consent of all those to whom it confers rights and imposes obligations. Such consent must be mentioned in the title itself.

2 The same rule applies to the conversion of a title to the bearer in a nominative or orderly title. If, in the latter case, one of the persons to whom the title confers rights or imposes obligations does not give its consent, the conversion shall remain valid, but shall have effect only between the creditor who is the author and his successor in title Immediate.

Art. 971 E. Cancellation/I. Conditions

E. Cancellation

I. Conditions

1 A lost value paper may be cancelled by the judge.

2 The cancellation may be requested by the person who, at the time of loss or discovery of the loss, was entitled to the title.

Art. 972 E. Cancellation/II. Procedure. Effects

II. Procedure. Effects

1 The person who has obtained the annulment may assert his rights, even in the absence of the title, or require the creation of a new title.

2 The cancellation procedure and its effects are, moreover, governed by the provisions applicable to the various categories of securities.

Article 973 Special provisions

Special provisions

The special rules concerning the various securities, such as currency effects, cheques and security bonds, were reserved for special rules.

Article 973 A 1 G. Collective filing, global and right-value certificates/I. Collective deposit of securities

G. Collective filing, global and right-value certificates

I. Collective deposit of securities

1 The depositary is authorized to keep together the fungible securities of several applicants unless an applicant expressly requires the separate preservation of his securities.

2 Where an applicant remits to a trustee of fungible securities to be retained as a group deposit, the depositor acquires a share of the condominium on all the titles of the same kind. Its share is proportional to the nominal value or, failing that, the number of securities filed.

3 The applicant may, without the assistance or the consent of the other applicants, require at any time the handing over of securities to the collective deposit equal to its share.


1 Introduced by ch. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Jan 2010 ( RO 2009 3577 ; FF 2006 8817 ).

Article 973 B 1 G. Collective filing, global and right-value certificates/II. Global certificate

II. Global certificate

1 The debtor may issue global certificates or replace by a global certificate the fungible securities held by the same bailee, provided that the conditions of the issue or its articles provide for it or that the depositors have Given their consent.

2 The global certificate is a value paper of the same species as the value paper it replaces. It is jointly owned by the owners of the securities that it replaces as a proportion of their respective shares. Art. 973 A , para. 2, shall apply mutatis mutandis to the rights of joint owners.


1 Introduced by ch. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Jan 2010 ( RO 2009 3577 ; FF 2006 8817 ).

Article 973 C 1 G. Collective filing, global and right-value certificates/III. Line-values

III. Line-values

1 The debtor may issue rights having the same function as securities (right-values) or replace with such rights of fungible securities or global certificates held by the same depositary, provided that the conditions The issuing or articles of the issuer provide for it or that the applicants have given their consent.

2 The debtor enters into a register the number and nominal value of the securities issued and their creditors. This register is not public.

3 The right-values are created by the entry in the register and only exist to the extent of that registration.

4 Transfer of the right-values requires a written assignment. Their pledge is subject to the rules on the commitment of claims.


1 Introduced by ch. 3 of the annex to the LF of 3 Oct. 2008 on intermediated securities, in force since 1 Er Jan 2010 ( RO 2009 3577 ; FF 2006 8817 ).

Chapter II: Nominal titles

Art. 974 Definition

Definition

Nominal is any paper-value created in the name of a specified person, and that is neither issued to order nor declared title by law.

Art. 975 B. Proof of Creditor's Right/I. General Rule

B. Proof of Creditor Right

I. General rule

1 The debtor is liable to pay only in the hands of the person who carries the title and who justifies his or her identity with the person in whose name the title is created or the quality of the person's cause.

2 A debtor who pays without obtaining this justification is not released in respect of a third party who would establish his or her creditor rights.

Article 976 B. Proof of Creditor's Right/II. Justification by sole possession of title

II. Justification by sole possession of title

The debtor who has reserved, on the nominative title, the ability to pay in the hands of any bearer is released by the payment he made in good faith to the bearer, even if he did not claim the justification for his status as a creditor: he is not However not required to pay in the hands of the bearer.

Art. 977 C. Cancellation

C. Cancellation

1 Unless otherwise provided, nominative securities shall be cancelled in accordance with the rules applicable to bearer securities.

2 The debtor may reserve on the title the right to resort to a simpler cancellation procedure by reducing the number of public summonses or the length of time limits; it may also reserve the right to pay validly, even without Presentation and without cancellation of the title, when the creditor has declared in an authentic or duly legalized act that the title and debt are extinguished.

Chapter III: Headline titles

Article 978 Definition

Definition

1 The holder shall be the holder of any paper or value whose text or form determines that each holder shall be recognised as having the right to do so.

2 However, the debtor can no longer validly pay when the judicial or police authorities have defended the debtor.

Art. 979 B. Exceptions by the debtor/I. In general

B. Exceptions from the debtor

I. In general

1 The debtor may not object to the action deriving from a title to the bearer than the exceptions drawn from the nullity of the title or its text itself, and those which he personally has against his creditor.

2 He may object to the exceptions based on his personal relationship with a previous holder, if the holder, by acquiring the title, knowingly acted to the detriment of the debtor.

3 He cannot rely on the fact that the title was put into circulation against his will.

Art. 980 B. Exceptions by the debtor/II. Coupons of bearer interest

II. Coupons of bearer interest

1 The debtor cannot oppose the application based on a coupon of interest with the exception that the capital would be paid.

2 However, at the time of payment of the capital, it has the right to withhold until the end of the limitation period established for interest coupons the amount of coupons that would not have expired until after repayment of the capital, if those coupons did not Issued with the title, unless the unused coupons have been cancelled or security rights are not provided for the amount of the coupons.

Art. 981 C. Cancellation/I. In general/1. Query

C. Cancellation

I. In general

1. Query 1

1 The cancellation of bearer shares, such as shares, bonds, vouchers, coupon sheets, stubs for the renewal of coupon sheets, but excluding isolated coupons, is pronounced by the judge at the request of the Right.

2 ... 2

3 The applicant must make it plausible that he possessed the title and that he lost it.

4 Where the holder has lost only the coupon sheet or heel with the title, it is sufficient that the principal title be produced in support of his request.


1 New content according to the c. 5 of the annex to the PMQ of 24 March 2000 on the fors, in force since 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).
2 Repealed by c. 5 of the annex to the PMQ of 24 March 2000 on the fors, with effect from 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).

Art. 982 C. Cancellation/I. In general/2. Defence to pay

2. Defence to pay

1 At the request of the applicant, the judge may prohibit the debtor from paying the amount, under the threat of having to pay twice.

2 In the event of cancellation of coupon sheets, the rules concerning cancellation of interest coupons apply by analogy to coupons that are due in the course of the proceedings.

Art. 983 C. Cancellation/I. In general/3. Summits and Timers

3. Summits and Time Frame

If the judge is of the opinion that the applicant's allegations concerning the possession and loss of the title are credible, it is, by public notice, the unknown holder to file the title within a specified period of time, under pain of cancellation. The period shall be at least six months from the first publication.

Art. 984 C. Cancellation/I. In general/4. Publishing mode

4. Publishing mode

1 The summons to produce the title is published three times in the Feui L The Swiss Trade Official .

2 The judge may exceptionally prescribe such other publicity measures as may be useful.

Art. 985 C. Cancellation/I. In general/5. Effects/a. In case of production of the title

5. Effects

A. In case of production of the title

1 Where the lost title is produced, the judge shall provide the applicant with a time limit for bringing the claim.

2 If the applicant does not take the action before the expiry of the period, the judge shall surrender the title and raise the defence to pay.

Art. 986 C. Cancellation/I. In general/5. Effects/b. If title is not produced

B. If title is not produced

1 Where the title is not filed within the prescribed period, the judge may order the cancellation or, where appropriate, take other measures.

2 The cancellation of a title to the bearer is immediately published in the Official Swiss Trade Sheet And by such other means as appear useful to the judge.

3 Once the cancellation is made, the applicant may request that a new title be returned to the applicant at his or her expense or that the payment of the debt owing be made to the applicant.

Art. 987 C. Cancellation/II. Procedure for isolated coupons

II. Procedure for isolated coupons

1 Where isolated coupons are lost, the judge shall order, at the request of the person entitled, that the amount be recorded in court at the due date, or, if the securities have expired, immediately.

2 The judge orders that the amount of the securities be given to the applicant as soon as three years have elapsed from the expiry date, if no entitlement has occurred in the meantime.

Art. 988 C. Cancellation/III. Procedure for bank notes, etc.

III. Procedure for bank notes, etc.

A request for cancellation of bank notes and other bearer securities issued in considerable numbers for a fixed amount, payable in view and intended to replace the cash, may not be the subject of a request for cancellation.

Art. 989 1 D. Mortgage Cédule

D. Mortgage Cédule

Special provisions relating to the bearer mortgage are reserved.


1 New content according to the c. II 2 of the LF of 11 Dec. 2009 (Register Mortgage and Real Rights), effective from 1 Er Jan 2012 ( RO 2011 4637 ; FF 2007 5015 ).

Chapter IV: From the exchange letter and the promiss-ordered note

A. The ability to compel

Art. 990

Anyone who is able to compel by contract can be forced by a bill of exchange or a promissable ticket.

B. From the letter of exchange

I. The creation and form of the letter of exchange

Art. 991 1. Onunciations

1. Onunciations

The exchange letter contains:

1.
The name of the letter of exchange inserted in the text of the title and expressed in the language used for the drafting of the title;
2.
The pure and simple mandate to pay a specified amount;
3.
The name of the person to pay (taken);
4.
The indication of the schedule;
5.
The place where the payment is to be made;
6.
The name of the person to whom the payment is to be made;
7.
An indication of the date and location of the letter;
8.
The signature of the person issuing the letter (shooter).
Art. 2. Failure to set out

2. Failure to set out

1 The title in which one of the particulars indicated in the preceding Article is missing shall not be valid as a letter of exchange, except in the cases determined by the following paragraphs.

2 The letter of exchange whose expiry date is not indicated is considered to be payable in view.

3 In the absence of a special indication, the place designated next to the name of the drawn shall be deemed to be the place of payment and, at the same time, the place of domicile of the shooting.

4 The letter of exchange that does not indicate the place of its creation shall be deemed to be subscribed to in the designated place next to the name of the shooter.

Art. 993 3. Species

3. Species

1 The bill of exchange can be ordered by the shooter himself.

2 It can be drawn on the shooter himself.

3 It may be drawn on behalf of a third party.

Art. 994 4. Home exchange letter

4. Home exchange letter

A bill of exchange may be payable at the home of a third party, either in the locality in which the person is domiciled or in another locality.

S. 995 5. Promise of interest

5. Promise of interest

1 In a letter of exchange payable for sight or a certain period of time, it may be stipulated by the shooter that the sum will be productive of interest. In any other letter of exchange, this stipulation shall be deemed to be unwritten.

2 The interest rate must be indicated in the letter; in the absence of this indication, the clause is deemed to be unwritten.

3 Interest runs from the date of the exchange letter if another date is not indicated.

Article 996 6. Differences in the articulation of the amount

6. Differences in the articulation of the amount

1 The letter of exchange, the amount of which is written in both letters and figures, is worth, in the case of a difference, for the sum written in all letters.

2 The letter of exchange, the amount of which is written several times, either in letters or in figures, is worth, in the case of a difference, only for the lesser sum.

Art. 997 7. Signature of persons unable to compel

7. Signature of persons unable to compel

If the bill of exchange bears signatures of persons unable to compel by letter of exchange, false signatures or signatures of imaginary persons, or signatures which, for any other reason, cannot oblige persons Which have signed the letter of exchange, or on whose behalf it has been signed, the obligations of the other signatories are no less valid.

Art. 8. Signature without authority

8. Signature without authority

A person who signs a signature on a bill of exchange, as a representative of a person for whom he has no power to act, is himself obliged by the letter and, if he has paid, has the same rights as the alleged represented. The same is true of the representative who has exceeded his powers.

Art. 999 9. Responsibility of the Shooter

9. Responsibility of the Shooter

1 The shooter is the guarantor of acceptance and payment.

2 It may be exempt from the guarantee of acceptance; any provision by which it is exempt from the guarantee of payment shall be deemed to be unwritten.

Art. 1000 10. White exchange letter

10. White exchange letter

If a letter of exchange, incomplete on the issue, has been completed contrary to the agreements, the non-compliance with those agreements may not be opposed to the bearer, unless he has acquired the letter of exchange in bad faith or He did not commit a heavy fault.

II. From Endorsement

Article 1001 1. Transmissibility

1. Transmissibility

1 Any letter of exchange, even if not expressly drawn in order, is transmissible by way of endorsement.

2 Where the shooter has inserted the words "not in order" or an equivalent expression in the letter of exchange, the title shall be transmissible only in the form and with the effects of an ordinary assignment.

3 Endorsement can be made even to the benefit of the shot, acceptor or not, of the shooter or any other person. These people can endorse the letter again.

Art. 1002 2. Elements

2. Elements

1 The endorsement must be pure and simple. Any condition to which it is subordinate shall be deemed to be unwritten.

2 The partial endorsement is null.

3 The bearer's endorsement is considered to be a blank endorsement.

Art. 1003 3. Forms

3. Forms

1 The endorsement must be on the letter of exchange or on a sheet attached to it (lengthens). It must be signed by the endorser.

2 Endorsement may not designate the beneficiary or simply consist of the signature of the endorser (endorsement in white). In the latter case, the endorsement, in order to be valid, must be recorded on the back of the letter of exchange or on the extension.

Art. 1004 4. Effects/a. Transfer

4. Effects

A. Transfer

1 The endorsement transmits all the rights resulting from the letter of exchange.

2 If the endorsement is in white, the bearer may:

1.
Fill out the blank, either the name or the name of another person;
2.
Endorse the letter again in blank or in another person;
3.
Deliver the letter to a third party, without filling out the blank and without endorsment.
Art. 1005 4. Effects/b. Guarantees

B. Guarantees

1 The endorser is, unless otherwise specified, the guarantor of acceptance and payment.

2 It may prohibit a new endorsement; in this case, it is not bound by the guarantee to the persons to whom the letter is subsequently endorsed.

Art. 1006 4. Effects/c. Legitimation of bearer

C. Legitimation of bearer

1 The holder of a letter of exchange is considered to be a legitimate holder if he or she justifies his right through an uninterrupted sequence of endorsements, even if the last endorsement is in white. Biffered endorsements are considered unwritten in this regard. When an endorsement in white is followed by another endorsement, the person signing it is deemed to have acquired the letter by the endorsement in white.

2 If a person has been dispossessed of a letter of exchange by any event, the holder, justifying his right in the manner indicated in the preceding paragraph, shall not be required to divest himself of the letter unless he has acquired it in bad faith or If, by acquiring it, he has committed a gross negligence.

Art. 1007 5. Exceptions

5. Exceptions

Persons operated under the bill of exchange may not object to the holder the exceptions based on their personal relationship with the shooter or with the previous carriers, unless the holder, by acquiring the letter, acted Knowingly to the detriment of the debtor.

Article 1008 6. Proxy Endless

6. Proxy Endless

1 Where the endorsement contains the words "value for recovery", "for cashing", "by proxy" or any other reference involving a simple warrant, the holder may exercise all the rights deriving from the bill of exchange, but he cannot Endorse it as a proxy.

2 The obligors may, in this case, invoke against the bearer only those exceptions which would be enforceable against the endorser.

3 The term of office in a power of attorney shall not end with the death of the principal or the occurrence of his or her incapacity.

1009 7. Endless

7. Endless

1 Where an endorsement contains the statement "value for security", "pledge value" or any other reference involving a pledge, the holder may exercise all the rights deriving from the letter of exchange, but an endorsement by the holder shall be valid only As an endorsement as a proxy.

2 The holders cannot rely against the bearer for exceptions based on their personal relationship with the endorser, unless the bearer, in receiving the letter, acted knowingly to the detriment of the debtor.

Article 1010 8. Endless post-deadline or protet

8. Endless post-deadline or protet

1 The posterior end of the expiry date produces the same effects as a previous endorsement. However, after the expiration of the time limit for the payment of the protection, or after the expiration of the time limit set for the preparation of the protection, only the effects of an ordinary assignment shall be produced.

2 Unless there is evidence to the contrary, the undated endorsement shall be deemed to have been made before the expiration of the time limit set for the preparation of the safeguard.

III. Of acceptance

Art. 1011 1. Right of presentation

1. Right of presentation

The letter of exchange may, until the expiry date, be presented at the acceptance of the shooting, instead of his domicile, by the holder or even by a mere holder.

Article 1012 2. Presentation Order or Defense

2. Presentation Order or Defense

1 In any letter of exchange, the shooter may stipulate that it will have to be presented for acceptance, with or without a time limit.

2 It may prohibit in the letter the submission to acceptance, unless it is a letter of exchange payable to a third party or a letter payable in a locality other than that of the home of the shooting or a letter drawn to a certain extent. View timeout.

3 It may also stipulate that the acceptance presentation will not take place before a specified term.

4 Any endorser may stipulate that the letter must be submitted for acceptance, with or without a time limit, unless it has been declared not acceptable by the shooter.

Article 1013 3. Obligation to present bills of exchange to a certain period of time

3. Obligation to present bills of exchange to a certain period of time

1 The letters of exchange to a certain period of time must be submitted to the acceptance within one year from their date.

2 The shooter may shorten the time limit or specify a longer time limit.

3 These delays can be shortened by the endosensors.

Article 1014 4. Second Presentation

4. Second Presentation

1 The learned may request that a second presentation be made the day after the first. The persons concerned are not entitled to claim that the application has not been granted only if it is mentioned in the safeguard.

2 The holder is not obliged to surrender, in the hands of the person, the letter submitted for acceptance.

Art. 1015 5. Form of Acceptance

5. Form of Acceptance

1 The acceptance is written on the letter of exchange. It is expressed by the word "accepted" or any other equivalent word; it is signed from the shot. The simple signature on the front of the letter is accepted.

2 Where the letter is payable within a certain period of time or when it has to be submitted for acceptance within a specified time limit under a special stipulation, the acceptance shall be dated the day on which it was given, unless the holder Requires that it be dated to the date of the submission. In the absence of a date, the bearer, in order to retain his rights of appeal against the endosensors and the shooter, shows this omission in a timely manner.

Article 1016 6. Restricted acceptance

6. Restricted acceptance

1 Acceptance is pure and simple, but the shooting can restrict it to part of the sum.

2 Any other modification made by the acceptance of the particulars of the letter of exchange is tantacide to a refusal of acceptance. However, the acceptor is bound by the terms of its acceptance.

Art. 1017 7. Consignee and place of payment

7. Consignee and place of payment

1 When the shooter has indicated in the letter of exchange a place of payment other than that of the home of the shooting, without designating a third party to whom the payment is to be made, the shooting may indicate it upon acceptance. In the absence of this indication, the acceptor is deemed to have to pay himself instead of the payment.

2 If the letter is payable at the home of the shooting, it may, in the acceptance, indicate an address of the same place where the payment is to be made.

Art. 1018 8. Effects of Acceptance/a. In general

8. Effects of Acceptance

A. In general

1 By accepting the shot, it is necessary to pay the letter of exchange at maturity.

2 In the absence of payment, the bearer, even if he is the shooter, has against the acceptor a direct action resulting from the letter of exchange for anything that may be required under s. 1045 and 1046.

Article 1019 8. Effects of acceptance/b. Biffered acceptance

B. Biased acceptance

1 If the person who received the letter of change of acceptance struck the letter before the return of the letter, the acceptance shall be refused. In the absence of proof to the contrary, the cancellation shall be deemed to have been made before the return of the security.

2 However, if the shooting has made its acceptance in writing to the holder or to any signatory, it shall be bound by it in the terms of its acceptance.

IV. Downstream

Article 1020 1. Downstream data

1. Downstream data

1 The payment of a letter of exchange can be guaranteed for all or part of its amount by a downstream.

2 This guarantee is provided by a third party or even by a signatory of the letter.

Article 1021 2. Shape

2. Shape

1 The endorsement is given on the letter of exchange or on an extension.

2 It is expressed in the words "good for downstream" or any other equivalent formula; it is signed by the downstream donor.

3 It shall be considered as the result of the signature of the downstream donor, affixed to the front of the letter of exchange, except when it is the signature of the shooting or that of the shooter.

4 Downstream must indicate for whom it is given. In the absence of this indication, he is deemed given to the shooter.

Art. 1022 3. Effects

3. Effects

1 The downstream donor shall be held in the same manner as the guarantor.

2 His undertaking is valid, even though the obligation he has guaranteed would be void for any cause other than a defect.

3 When paying the bill of exchange, the downstream donor acquires the rights resulting from the letter of exchange against the guarantee and against those who are required to do so under the letter of exchange.

V. Due

Article 1023 1. In general

1. In general

1 A foreign exchange letter may be issued:

To view;

A certain period of time;

A certain period of time;

Fixed-day.

2 Foreign exchange letters, or other maturities, are null and void.

Art. 1024 2. Foreign exchange letters

2. Foreign exchange letters

1 The bill of exchange to be seen is payable to the submission. It must be submitted for payment within one year from the date of payment. The shooter may shorten this time or specify a longer time limit. These delays can be shortened by the endosensors.

2 The shooter may prescribe that a bill of exchange payable to a view should not be presented for payment before a specified term. In this case, the time limit for submission of the term.

Article 1025 3. Exchange letters at a certain time frame

3. Exchange letters at a certain time frame

1 The expiry of a letter of exchange to a certain period of time shall be determined, either by the date of acceptance or by the date of the protection.

2 In the absence of the protet, the undated acceptance shall be deemed, in respect of the acceptor, to have been given on the last day of the time limit for the submission to acceptance.

Article 1026 4. Calculating Time Limits

4. Calculating Time Limits

1 The maturity of a letter of exchange drawn at one or more months of date or view takes place on the corresponding date of the month in which the payment is to be made. If there is no corresponding date, the deadline is on the last day of that month.

2 When a letter of exchange is drawn at one or more months and a half of a date or a view, the whole month is counted.

3 If the deadline is set at the beginning, in the middle (mid-January, mid-February, etc.) or at the end of the month, these terms mean the first, the fifteen or the last day of the month.

4 The terms "eight days" or "fifteen days" mean not one or two weeks, but a period of eight or fifteen effective days.

5 The term "half month" indicates a period of fifteen days.

Article 1027 5. Old style

5. Old style

1 When a currency exchange letter is payable at a fixed date in a place where the schedule is different from that of the place of issue, the date of the due date shall be considered as fixed according to the schedule of the place of payment.

2 When a letter of exchange between two places with different calendars is payable within a certain period of time, the day of the issue shall be reduced to the corresponding day of the schedule of the place of payment and the maturity shall be fixed accordingly.

3 The deadlines for the submission of bills of exchange shall be calculated in accordance with the rules of the preceding paragraph.

4 These rules are not applicable if a clause in the letter of exchange, or even the mere statements of the title, indicate that the intention was to adopt different rules.

VI. Payment

Art. 1028 1. Submission to Payment

1. Submission to Payment

1 The holder of a currency letter payable on a fixed date or within a certain period of time shall present the letter of exchange to the payment, either on the day on which it is payable, or one of the following two working days.

2 The presentation of a foreign exchange letter to a clearinghouse recognized by the Swiss National Bank is equivalent to a presentation to the payment. 1


1 New content according to the c. II 2 of the Annex to the PMQ of 3 Oct. 2003 on the National Bank, in force since 1 Er May 2004 ( RO 2004 1985 ; FF 2002 5645 ).

Article 1029 2. Release. Partial payment

2. Release. Partial payment

1 The shooting may require, by paying the bill of exchange, that it be paid by the bearer.

2 The bearer cannot refuse a partial payment.

3 In the case of partial payment, the shooting may require that a reference to this payment be made on the letter and that discharge be given.

Art. 1030 3. Early payment and payment at maturity

3. Early payment and payment at maturity

1 The holder of a foreign exchange letter cannot be forced to receive the payment before the deadline.

2 The shooting that pays before the deadline does so at its peril.

3 The person who pays by the deadline is validly released, unless there is a fraud or gross negligence on his part. He is obliged to check the correctness of the sequence of the endorsements but not the signature of the endosensors.

Article 1031 4. Payment in foreign currency

4. Payment in foreign currency

1 Where a bill of exchange is stipulated in a currency that does not take place at the place of payment, the amount may be paid in the currency of the country by its value on the day of maturity. If the debtor is late, the holder may, at his or her choice, request that the amount of the bill of exchange be paid in the currency of the country after the course is on the day of the due date or on the day of payment.

2 The uses of the place of payment are used to determine the value of the foreign currency. However, the shooter may stipulate that the amount to be paid will be calculated based on a course determined in the letter.

3 The above rules do not apply to the case where the shooter has stipulated that the payment will have to be made in a specified currency (effective payment clause in a foreign currency).

4 If the amount of the exchange letter is indicated in a currency having the same denomination, but a different value in the country of issue and in the country of payment, it is presumed to have referred to the currency of the place of payment.

Article 1032 5. Logging

5. Logging

Failing submission of the letter of exchange to the payment within the period laid down in Art. 1028, any debtor has the right to remit the amount to the competent authority, at the cost, risk and peril of the holder.

VII. Failure to accept and fail to pay

Art. 1033 1 1. Carrier Use

1. Carrier Use

The bearer can exercise his or her recourse against the endosensors, shooter and other retails:

To due date:

If the payment did not take place;

Even before the deadline:

1.
Whether there has been a refusal, total or partial, of acceptance;
2.
In the cases of bankruptcy of the shooting, acceptor or non-acceptance, the termination of his payments, whether or not evidenced by a judgment, or the seizure of his property which has remained unsuccessful;
3.
In the case of a failure by the shooter of a letter that is not acceptable.

1 In the German text there are two sub-paragraphs. L' al. 2 starts at "even before the deadline".

Article 1034 2. Protect/a. Conditions and deadlines

2. Protect

A. Conditions and Time Limits

1 The refusal of acceptance or payment must be evidenced by an authentic act (due to lack of acceptance or lack of payment).

2 The safeguard due to lack of acceptance shall be made within the time limits fixed for the submission to acceptance. If, in the case provided for by s. 1014, para. 1, the first presentation took place on the last day of the deadline, the protet can still be drawn up the following day.

3 Failure to pay a bill of change payable on a fixed date or to a certain period of time or view shall be made one of the two working days following the day on which the exchange letter is payable. In the case of a letter payable, the safeguard must be prepared under the conditions set out in the preceding paragraph in order to establish the safeguard in the absence of acceptance.

4 The liability for lack of acceptance waivers the presentation to the payment and the safeguard due to lack of payment.

5 In the event of the termination of payment of the shooting, acceptor or not, or in the event of the seizure of his property which has not been unsuccessful, the holder shall not exercise his or her remedies until after the letter has been submitted for payment and after the preparation of a safeguard.

6 In the case of declared bankruptcy, acceptor or non-acceptance, as well as in the case of a declared bankruptcy of the shooter of a letter that is not acceptable, the filing of the declaratory judgment of the bankruptcy is sufficient to enable the holder to exercise his or her remedies.

Article 1035 2. Protect/b. Competent Public Officer

B. Competent public officer

The protection must be drawn up by a person or a public office having the right to do so.

Article 1036 2. Protect/c. Waivers

C. Onunciations

1 The protet contains:

1.
The name of the person or trade reason for and against which the person is trained;
2.
The statement that the person or reason for the trade against which the protection was drawn was ordered in vain to execute the benefit derived from the letter of exchange or that it was not found, or that its offices or house could not be Discovered;
3.
The indication of the place and the day on which the summons was made or attempted in vain;
4.
The signature of the person who established the safeguard.

2 Partial payment is mentioned on the protection.

3 When the shooting to which a letter of exchange is presented upon acceptance requests that a second presentation be made the following day, that application shall be inserted in the protet.

Article 1037 2. Protect/d. Shape

D. Shape

1 The protection shall be drawn up by separate act and attached to the exchange letter.

2 If the protection is prepared on the basis of several copies of the same letter of exchange or the original and a copy of the letter, it is sufficient to attach it to one of the copies or to the original title.

3 Reference to this operation shall be made on the other copies or on the copy.

Art. 1038 2. Protect/e. In case of partial acceptance

E. In case of partial acceptance

Where the acceptance is restricted to a portion of the amount and a protet is prepared by that person, a copy of the letter must be made and the safeguard written on that copy.

Art. 1039 2. Protect/f. Protection against multiple persons

F. Protect against multiple persons

Where a single benefit based on a bill of exchange is to be claimed by more than one person, the protection may be established in a single act.

Art. 1040 2. Protect/g. Copy of the Proet

G. Copy of the Prog

1 Persons or public offices that have standing to draw up the protected persons make a copy of it.

2 This copy indicates:

1.
The amount payable;
2.
Schedule;
3.
The location and day of creation of the bill of exchange;
4.
The shooter, the shooting, and the person or reason of trade to which the payment is to be made;
5.
The person or trade reason designated to pay, if not identical with the shooting;
6.
Those who are designated to pay as required and acceptors by intervention.

3 The persons or public offices that have standing to draw up the protected persons shall keep copies of them in chronological order.

Article 1041 2. Protect/hr. Shape ices

H. Shape ices

The protection signed by the person or public office having the right to do so is valid, even if it has not been drafted in accordance with the law or contains incorrect statements.

Article 1042 3. Notice

3. Notice

1 The holder shall give notice of the defect in acceptance or payment to his/her endorser and to the shooter within four working days after the day of the protection or the presentation in case of a return clause without charge. Each endorser shall, within two working days after the day on which he receives the notice, make known to his endorser the notice he received, indicating the names and addresses of those who gave the previous advice, and so on, and so on Going back to the shooter. The above mentioned time limits are at the reception of the previous opinion.

2 Where, in accordance with the preceding paragraph, a notice is given to a signatory of the letter of exchange, the same notice shall be given within the same time limit to its notice.

3 In the event that an endorser has not indicated his or her address or indicated it in an illegible manner, it is sufficient that the notice be given to the endorser before it.

4 The person who has a notice to give may do so in some form, even by a simple reference to the bill of exchange.

5 He must prove that he gave the notice within the prescribed time limit. This period shall be considered as observed if a letter giving the opinion has been mailed within that period.

6 The person who does not give the notice within the said time limit shall not be subject to lapse; he shall be liable, where appropriate, for the damage caused by his negligence, without the damages exceeding the amount of the letter of exchange.

Article 1043 4. "Unprotected" clause

4. "Unprotected" clause

1 The shooter, endorser or endorser may, by means of the "return without charge" clause, "without protection", or any other equivalent clause, written on the title and signed, exempt the bearer from making, in order to exercise his or her actions, a fault Acceptance or lack of payment.

2 This clause does not relieve the holder of the presentation of the letter of exchange within the prescribed time limits or the notices to be given. Proof of failure to comply with time limits is the responsibility of the person who is against the bearer.

3 If the clause is entered by the shooter, it will effect its effects on all the signatories; if it is entered by an endorser or an avalizer, it will only produce its effects in respect of that person. If, in spite of the clause entered by the shooter, the bearer makes the protected interest, the costs shall be borne by the holder. Where the clause emanates from an endorser or an avalizer, the costs of the protection, if any, may be recovered against all the signatories.

Article 1044 5. Solidarity Guarantee for Persons obliged to

5. Solidarity Guarantee for Persons obliged to

1 All those who have taken, accepted, endorsed or endorsed a letter of exchange are jointly and severally liable to the holder.

2 The bearer has the right to act against all these persons, individually or collectively, without being compelled to observe the order in which they have been obliged.

3 The same right shall belong to any signatory to a letter of exchange which has reimbursed the letter of exchange.

4 The action brought against one person does not prevent action against the others, even after the one who was first prosecuted.

Article 1045 6. Scope of appeal/a. From Bearer

6. Scope of the action

A. Bearer

1 The holder may claim against the person against whom he exercises his appeal:

1.
The amount of the letter of exchange not accepted or not paid with the interest, if it has been stipulated;
2.
Interest at the rate of 6 % from time to time;
3.
The costs of the protection, those of the notices given, and the other costs;
4.
A commission fee of up to one-third.

2 If the appeal is exercised before the due date, a discount will be made on the amount of the letter. The discount will be calculated on the basis of the official discount rate (Swiss National Bank rate) as at the date of the appeal instead of the bearer's place of residence.

Art. 1046 6. Scope of appeal/b. Of the one who repaid

B. Who has repaid

Anyone who has repaid the bill of exchange can claim to its guarantors:

1.
The full amount that he paid;
2.
The interest of the said sum, calculated at the rate of 6 %, from the day on which it paid it;
3.
Expenses incurred by him or her;
4.
A commission fee of 2 per thousand or more.
Article 1047 6. Scope of appeal/c. Right to the surrender of the letter, the protection and the discharge

C. Right to the surrender of the letter, the protection and the discharge

1 Any person against whom an appeal is brought or who is exposed to an appeal may require, against repayment, the surrender of the letter of exchange with the safeguard and an account paid.

2 Any endorser who has repaid the letter of exchange can delete his or her endorsements and those of subsequent endosperks.

Art. 1048 6. Scope of appeal/d. In case of partial acceptance

D. In case of partial acceptance

In the event of the exercise of an appeal after partial acceptance, the person who reimburses the amount for which the letter has not been accepted may require that the reimbursement be mentioned on the letter and that it be given discharge. The bearer must, in addition, provide him with a certified copy of the letter and the safeguard to enable subsequent recourse.

Article 1049 6. Scope of appeal/e. Retreat

E. Retirement

1 Any person entitled to appeal may, unless otherwise agreed, be reimbursed by means of a new letter (retirement) drawn in the view of one of its guarantors and payable to the person's domicile.

2 Retirement includes, in addition to the amounts specified in s. 1045 and 1046, a right of brokerage and the right of retirement stamp.

3 If the retirement is drawn by the holder, the amount shall be determined on the basis of the course of a letter of exchange on sight, drawn from the place where the original letter was payable at the place of residence of the guarantor. If the retirement is drawn by an endorser, the amount is set according to the course of a letter from the place where the retired shooter has his domicile at the place of the guarantor's domicile.

Article 1050 7. Timelines/a. In general

7. Timelines

A. In general

1 After the expiry of the prescribed deadlines:

For the presentation of a letter of exchange with a view or a certain period of time;

For the manufacture of the safeguard due to lack of acceptance or lack of payment;

For the presentation to the payment in case of a return clause without charge, the bearer is stripped of his rights against the endosensors, against the shooter and against the other retails, except for the acceptor.

2 In the absence of acceptance within the time limit stipulated by the shooter, the bearer shall be deprived of his rights of appeal, both in default of payment and in the absence of acceptance, unless it results from the terms of the stipulation that the shooter Has only heard of the guarantee of acceptance.

3 If the stipulation of a time limit for the presentation is contained in an endorsement, the endorser, alone, may take advantage of it.

Article 1051 7. Timelines/b. Force majeure

B. Force majeure

1 When the presentation of the letter of exchange or the preparation of the protection within the prescribed time limit is prevented by an insurmountable obstacle (legal requirement of any State or other case of force majeure), these time limits are extended.

2 The holder is required to give, without delay, notice of the case of force majeure to his endorser and to mention this opinion, dated and signed by him, on the letter of exchange or on an extension; for the remainder, the provisions of Art. 1042 are applicable.

3 After the force majeure ceases, the holder shall, without delay, submit the letter to the acceptance or payment and, where appropriate, shall cause the protection to be established.

4 If the force majeure persists beyond 30 days from the deadline, the remedies may be exercised, without the need for the presentation or the manufacture of a protet.

5 For letters of exchange or for a certain period of time, the 30-day period shall run from the date on which the holder has, even before the expiry of the deadlines for submission, given notice of the force majeure to his endorser; for the letters of Changes to a certain period of time, the 30-day period increases from the time limit indicated in the letter of exchange.

6 It is not considered to constitute cases of force majeure which are purely personal to the holder or to that which he has entrusted with the presentation of the letter or the making of the protection.

Art. 1052 7. Timelines/c. Enrichment

C. Enrichment

1 The shooter and acceptor shall remain liable to the bearer up to the amount for which they have been illegitimately enriched to their detriment, even when their obligations based on the letter of exchange have been extinguished by prescription or by reason of The omission of the acts required by the law for the conservation of rights deriving from the title.

2 The action on grounds of unjust enrichment may also be exercised against the shooting, against the homebuyer and against the person or reason of trade on whose behalf the letter was drawn.

3 Enumerators whose obligation is extinguished cannot be the subject of this action.

VIII. The transfer of the allowance

Art. 1053

1 In the event of a bankruptcy of the shooter, the civil action that the shooter may have against the shooting in return of the allowance or the repayment of the sums credited to him is vested in the holder of the letter of exchange.

2 If the shooter declares on the exchange letter an assignment of his rights in respect of the allowance, they pass to the bearer.

3 After publication of the bankruptcy or notification of the assignment, the shooting may only pay to the duly legitimised holder, against the surrender of the letter of exchange.

IX. From Work Order

Article 1054 1. General provisions

1. General provisions

1 The shooter, endorser or endorser may indicate a person to accept or pay as required.

2 The exchange letter may, under the following conditions, be accepted or paid by a person involved in the case of any debtor exposed to the appeal.

3 The intervener may be a third party, even the shooting, or a person already obliged under the bill of exchange, except the acceptor.

4 The intervener shall, within two working days, give notice of its intervention to that for whom it has intervened. In the event of failure to comply with this time limit, it shall be liable, where appropriate, for the damage caused by its negligence without the damages exceeding the amount of the letter of exchange.

Art. 1055 2. Acceptance by Intervention/a. Conditions. Bearer's situation

2. Acceptance by Work Order

A. Conditions. Bearer's situation

1 Acceptance by intervention may take place in all cases where recourse is open, before the deadline, to the holder of an acceptable exchange letter.

2 Where a person has been indicated on the bill of exchange to accept or pay the bill if necessary instead of the payment, the bearer cannot exercise his rights of appeal before the expiry date against the person who applied the indication and against the signatories Subsequent, unless it has presented the exchange letter to the designated person and the designated person has refused to accept the letter of exchange, this refusal was not found by a protet.

3 In other cases of intervention, the holder may refuse acceptance by intervention. However, if he admits it, he loses the remedies before the expiry date against the one for whom the acceptance was given and against subsequent signatories.

Article 1056 2. Acceptance by intervention/b. Shape

B. Shape

Acceptance by intervention shall be mentioned in the letter of exchange; it shall be signed by the intervener. It shall indicate on whose behalf it takes place; in the absence of such indication, the acceptance shall be deemed to be given for the shooter.

Article 1057 2. Acceptance by Intervention/c. Obligation of the acceptor; effects on the right of appeal

C. Obligation of the acceptor; effects on the right of appeal

1 The acceptor by intervention is obliged to the bearer and to the endosensors subsequent to that on whose behalf he intervened, in the same way as the latter.

2 In spite of the acceptance by intervention, the one for which it was made and its guarantors may require the holder, against the reimbursement of the amount indicated in Art. 1045, the surrender of the bill of exchange, the safeguard and an account paid, if any.

Art. 1058 3. Payment by Intervention/a. Conditions

3. Payment by intervention

A. Conditions

1 The payment by intervention may take place in all cases where, either by the deadline or before the deadline, appeals are opened to the bearer.

2 The payment must include the full amount of the payment to which the payment is made.

3 It must be done no later than the day after the last day allowed for the garment to be made in the absence of payment.

Art. 1059 3. Payment by intervention/b. Obligations of the holder

B. Obligations of bearer

1 If the letter of exchange has been accepted by intervenors having their domicile instead of the payment, or if persons domiciled in the same place have been indicated to pay as necessary, the bearer must present the letter to all those And shall cause, where appropriate, a safeguard in the absence of payment not later than the day after the last day allowed for the manufacture of the safeguard.

2 In the absence of protection within this period, the person who indicated the need or on behalf of whom the letter was accepted and the later endosensors cease to be obliged.

Art. 1060 3. Payment by Intervention/c. Rejection Consequence

C. Rejection Consequence

The holder who refuses the payment by intervention loses his actions against those who have been released.

Article 1061 3. Payment by Intervention/d. Right to the surrender of the letter, the protection and the discharge

D. Right to the surrender of the letter, the protection and the discharge

1 The payment by intervention must be ascertained by a given acquit on the exchange letter with an indication of the one for whom it is made. Failing this indication, the payment is considered to be made for the shooter.

2 The bill of exchange and the safeguard, if any, must be given to the payer by intervention.

Art. 1062 3. Payment by Intervention/e. Transfer of bearer's rights. Competition of stakeholders

E. Transfer of bearer rights. Competition of stakeholders

1 The payer by intervention acquires the rights resulting from the letter of exchange against the one for which it has paid and against those who are bound to the latter by virtue of the exchange letter. However, he cannot endorse the letter of change again.

2 Enumerators subsequent to the signatory for whom payment has been made are released.

3 In the case of competition for payment by intervention, the one operating the most liberation is preferred. The person who intervenes, in knowledge of the facts, contrary to this rule, loses his actions against those who have been released.

X. Multiple copies (duplicates) and copies

Article 1063 1. Plurality of Copies/a. Right to multiple copies

1. Plurality of copies

A. Right to multiple copies

1 The exchange letter may be drawn in several identical copies (duplicates).

2 These copies must be numbered in the text of the title, otherwise each is considered to be a separate letter of exchange.

3 Any holder of a letter which does not indicate that it has been drawn in a single copy may require the grant of several copies at its expense. To this end, he must address his immediate endorser, who is required to take care of him to act against his own endorser, and so on, going back to the shooter. Enumerators are required to reproduce the endorsements on the new copies.

Art. 1064 1. Plurality of copies/b. Relationship of the various copies among themselves

B. Relationship of the various copies among themselves

1 The payment made on one of the copies is free of charge, even though it is not stipulated that this payment cancels the effect of the other copies. However, the drawn shall be kept on account of each accepted copy of which he has not obtained the return.

2 The endorser who transferred the copies to different persons, as well as the subsequent endosensors, is required by all copies bearing their signatures and not returned.

Article 1065 1. Plurality of copies/c. Acknowledgement of acceptance

C. Acknowledgement of acceptance

1 The person who sent one of the copies to the acceptance must indicate on the other copies the name of the person in the hands of which the copy is located. The latter shall be required to give it to the legitimate holder of another copy.

2 If the holder refuses to do so, the bearer can make an appeal only after having noticed by a protet:

1.
That the copy sent for acceptance has not been given to him on his or her application;
2.
The acceptance or payment could not be obtained on another copy.
Article 1066 2. Copies/a. Form and Effects

2. Copies

A. Form and Effects

1 Any holder of a bill of exchange has the right to make copies thereof.

2 The copy must reproduce exactly the original with the endorsements and all other references therein. It must indicate where it stops.

3 It can be endorsed and endorsed in the same way and with the same effects as the original.

Article 1067 2. Copies/b. Issue of original

B. Issue of original

1 The copy shall designate the holder of the original title. The latter shall be obliged to surrender the title to the legitimate holder of the copy.

2 If the person refuses to do so, the holder shall not appeal against persons who have endorsed or endorsed the copy only after having made a declaration by a person that the original has not been furnished to him or her on his application.

3 If the original title, after the last endorsement before the copy is made, bears the clause: "from here the endorsement is valid only on the copy" or any other equivalent formula, an endorsement subsequently signed on the original Is null.

XI. Alterations

Art. 1068

In the event of alteration of the text of a bill of exchange, the subsequent signatories to the alteration shall be kept in the terms of the altered text. The previous signatories are in the terms of the original text.

XII. Of prescription

Article 1069 1. Timeliness

1. Timeliness

1 Any action resulting from the letter of exchange against the acceptor shall be barred by three years from the date of the expiry date.

2 The bearer's actions against the endosensor and the shooter are prescribed by one year from the date of the protected interest in due time or from the date of the expiry date, in the case of a return-free clause.

3 The actions of the endosensors against each other and against the shooter are prescribed for six months from the day on which the endorser has repaid the letter or the day on which he was himself activated.

Article 1070 2. Interruption/a. Causes

2. Interrupment

A. Causes

The limitation period is interrupted by the introduction of an action in court, a requisition for prosecution, a denunciation of an instance or a production made in the bankruptcy.

Article 1071 2. Interrupt/b. Effects

B. Effects

1 The interruption of the limitation period shall have effect only against that in respect of which the interrupting act has been made.

2 When the limitation period is interrupted, a new requirement of the same duration shall begin to run.

XIII. Undo

Art. 1072 1. Provisional measures

1. Provisional measures

1 A person who is divested without the will of a bill of exchange may require the judge to order an order prohibiting the person from paying the title. 1

2 In this order, the judge authorizes the person to record, at the time of maturity, the amount of the bill of exchange and designates the place of the consignment.


1 New content according to the c. 5 of the annex to the PMQ of 24 March 2000 on the fors, in force since 1 Er Jan 2001 ( RO 2000 2355 ; FF 1999 2591 ).

Article 1073 2. If the title holder is known

2. If the title holder is known

1 Where the holder of the bill of exchange is known, the judge shall fix the applicant with a reasonable period of time to bring the action in return.

2 If the applicant does not activate within the prescribed period, the judge shall lift the prohibition against payment made to the shooting.

Article 1074 3. If the holder is unknown/a. Obligation of the applicant

3. If the holder is unknown

A. Obligation of the applicant

1 If the holder of the exchange letter is unknown, the cancellation of the title may be requested.

2 The person seeking the annulment must make it plausible that he has been divested of the title without his will and produce a copy or indicate its essential content.

Art. 1075 3. If the holder is unknown/b. Summits

B. Summits

After these justifications, the judge sumers the unknown holder to file the letter of exchange within a specified period of time, subject to the penalty of cancellation.

Article 1076 3. If the holder is unknown/c. Delays

C. Timeliness

1 The deadline for filing the letter of exchange is at least three months and not more than one year.

2 The judge may set a shorter period for expired bills of exchange that would be prescribed before the expiration of the three-month period.

3 The short time limit, in respect of the expired foreign exchange letters, on the day the first summons was published and, in respect of the unmatured debt, as of the due date.

Article 1077 3. If the holder is unknown/d. Publishing

D. Publication

1 The summation to produce is published three times in the Official Swiss Trade Sheet .

2 The judge may exceptionally prescribe such other publicity measures as may be useful.

Article 1078 4. Effects/a. In case of production of the title

4. Effects

A. In case of production of the title

1 If the lost exchange letter is filed, the judge shall provide the applicant with a time limit for bringing the action in return.

2 If the action is not brought within that period, the judge shall surrender the title to the person who produced it and lift the prohibition against payment made to the shooting.

Article 1079 4. Effects/b. If title is not produced

B. If title is not produced

1 If the bill of exchange is not filed within the prescribed period, the judge shall declare the cancellation.

2 Therefore, the foreign exchange action may still be brought against the acceptor.

Art. 1080 5. Orders of the Judge

5. Orders of the Judge

1 The judge may, before issuing the cancellation, order the acceptor to record the amount of the bill of exchange or, against sufficient security, to pay it.

2 The amount of the security right guarantees that which, in good faith, has become a purchaser of the letter of exchange; it may be withdrawn if the title is cancelled or if the drifting rights are extinguished for any other cause.

XIV. General provisions

Art. 1081 1. Timeliness/a. Statutory Holidays

1. Timeliness

A. Statutory Holidays

1 Payment of a letter of exchange whose due date is on a Sunday or on another statutory holiday 1 By the State may be required only on the first working day following. Similarly, all other acts relating to the exchange letter, such as acceptance and protection, can only be made on one working day.

2 Where one of these acts is to be completed within a time limit of which the last day is a Sunday or another recognized holiday 2 By the State, this period shall be extended until the first working day following its expiry. Intermediate holidays shall be included in the computation of the time limit.


1 For statutory time limits under federal law and for time limits fixed by authorities in accordance with federal law, Saturday is currently treated as an officially recognized holiday (art. 1 of the LF of 21 June 1963 on the assumption of time limits comprising a Saturday; RS 173.110.3 ).
2 For statutory time limits under federal law and for time limits fixed by authorities in accordance with federal law, Saturday is currently treated as an officially recognized holiday (art. 1 of the LF of 21 June 1963 on the assumption of time limits comprising a Saturday; RS 173.110.3 ).

Article 1082 1. Timeliness/b. Calculation of Time Limits

B. Calculation of Time Limits

Statutory or treaty time limits do not include the day that serves as the starting point.

Article 1083 1. Timeliness/c. Excluding Days of Grace

C. Exclusion of days of grace

No day of grace, neither legal nor judicial is allowed.

Article 1084 2. Place where the acts relating to the letter of exchange are to be made

2. Place where the acts relating to the letter of exchange are to be made

1 The submission for acceptance or payment, the protection, the request for duplicates, and all other acts to be done with a specified person, must be made in its offices or, in the absence of offices, in its home.

2 Offices or the home will be the subject of diligent research.

3 However, such searches may be discontinued if the information obtained from the local police or postal service has been unsuccessful.

Article 1085 3. Handwritten signature; signature of the blind

3. Handwritten signature; signature of the blind

1 Statements made by exchange letters must bear the handwritten signature of the author.

2 The handwritten signature may not be replaced by a signature which proceeds from any mechanical means, or by a mark by hand, whether or not legalized, or by an authentic certificate.

3 The blind signature must be legalized.

XV. From conflict of laws

Article 1086 1. Ability to compel

1. Ability to compel

1 A person's ability to engage in a bill of exchange and promissor is determined by his or her national law. If this national law declares the law of another country competent, the latter law shall be applied.

2 The person who is incapable, according to the law indicated by the preceding paragraph, is nevertheless validly held, if the signature was given in the territory of a country according to the legislation of which the person would have been able.

Article 1087 2. Form and timing of foreign exchange commitments/a. In general

2. Form and Time Limits for Foreign Exchange Commitments

A. In general

1 The form of the commitments made in respect of bills of exchange and promissed notes is governed by the law of the country in whose territory those commitments have been entered into.

2 However, if the undertakings entered into on a bill of exchange or a promissed note are not valid in accordance with the provisions of the preceding paragraph, they are in conformity with the law of the State in which a subsequent commitment has been made, The fact that the first commitments are irregular in the form does not invalidate the validity of the subsequent undertaking.

3 In the same way, the commitments made in respect of foreign exchange letters or notes abroad by a Swiss will be valid in Switzerland in respect of another national of that country, provided that they have been taken in a form provided for by Swiss law.

Article 1088 2. Form and timing of foreign exchange commitments/b. Acts for the exercise and retention of foreign exchange rights

B. Acts for the exercise and retention of foreign exchange rights

The form and time limits of the protection, as well as the form of the other acts necessary for the exercise or preservation of the rights in the matter of bills of exchange and promissed notes, shall be governed by the laws of the country in whose territory it is to be drawn up The safeguard or past the act in question.

Article 1089 2. Form and Time Limits for Foreign Exchange Commitments/c. Recourse exercise

C. Recourse exercise

The time limits for the exercise of the action in appeal shall remain determined for all signatories by the law of the place of creation of the title.

Art. 1090 3. Effects of foreign exchange commitments/a. In general

3. Effects of foreign exchange commitments

A. In general

1 The effects of the obligations of the acceptor of a bill of exchange and the subscriber of a promissed note are determined by the law of the place where such securities are payable.

2 The effect of the signatures of the others by a bill of exchange or promissor is determined by the law of the country in whose territory the signatures have been given.

Article 1091 3. Effects of foreign exchange commitments/b. Partial acceptance and partial payment

B. Partial acceptance and partial payment

The law of the country in which the bill of exchange is payable governs the issue of whether the acceptance may be restricted to a portion of the amount or whether the holder is required to receive a partial payment.

Article 1092 3. Effects of foreign exchange commitments/c. Payment

C. Payment

Payment at maturity, in particular the calculation of the day of maturity and payment, as well as the payment of exchange letters of which the amount is expressed in foreign currency, shall be settled in accordance with the law of the country in whose territory the Title is payable.

Article 1093 3. Effects of foreign exchange commitments/d. Derivative Rights from Enrichment

D. Rights deriving from enrichment

The action taken on the grounds of unjust enrichment against the shooting, against the homebuyer or against the person or reason of trade on whose behalf the letter of exchange was drawn is in accordance with the law of the country in which the Persons are domiciled.

Article 1094 3. Effects of foreign exchange commitments. Transfer of debt

E. Transfer of debt

The law of the place of creation of the title determines whether the holder of a letter of exchange acquires the claim which gave rise to the issue of the security.

Article 1095 3. Effects of foreign exchange commitments/f. Cancellation

F. Cancel

The law of the country in which the bill of exchange or promissor ticket is payable determines the measures to be taken in the event of loss or theft of the currency or promissor note.

C. From the promissable note

Art. 1096 1. Onunciations

1. Onunciations

The promissable note contains:

1.
The name of the title inserted in the text itself and expressed in the language used for the drafting of the title;
2.
A simple promise to pay a specified amount;
3.
The indication of the schedule;
4.
The place where the payment is to be made;
5.
The name of the person to whom the payment is to be made;
6.
An indication of the date and location of the ticket;
7.
The signature of the person issuing the title (subscriber).
Article 1097 2. Failure to set out

2. Failure to set out

1 The title in which one of the particulars indicated in the preceding Article is missing shall not be valid as a promissement note, except in the cases determined by the following paragraphs.

2 The promissable note whose expiry date is not indicated is considered to be payable in sight.

3 In the absence of a special indication, the place of creation of the security is deemed to be the place of payment and, at the same time, the place of residence of the subscriber.

4 The promissed note that does not indicate the place of creation is considered to be in the designated place next to the name of the subscriber.

Article 1098 3. Reference to the Rules on the Letter of Exchange

3. Reference to the Rules on the Letter of Exchange

1 The following are applicable to the promissory note, as they are not incompatible with the nature of the promissory note, the provisions relating to the exchange letter and concerning:

Endorsements (art. 1001 to 1010);

Due date (s. 1023 to 1027);

Payment (s. 1028 to 1032);

Appeals for lack of payment (art. 1033 to 1047, 1049 to 1051);

Payment by intervention (s. 1054, 1058 to 1062);

Copies (s. 1066 and 1067);

Alterations (art. 1068);

Prescription (art. 1069 to 1071);

Cancellation (s. 1072 to 1080);

Holidays, the computation of time limits, the prohibition of days of grace, the place where the acts relating to the letter of exchange must be carried out and the signature (art. 1081 to 1085).

2 The provisions relating to the letter of exchange payable to a third party or to a locality other than the home of the shooting are also applicable to the promissarment note (art. 994 and 1017), the stipulation of interest (s. 995), the differences in the particulars relating to the amount to be paid (Art. 996), the consequences of the affixing of a signature under the conditions referred to in Art. 997, the signature of a person acting without authority or exceeding his or her powers (s. 998) and the letter of change in white (Art. 1000).

3 Also applicable to the promissor note, the downstream provisions (Art. 1020 to 1022); in the case provided for in art. 1021, last paragraph, if the endorsement does not indicate on behalf of whom it was given, it is deemed to have been approved on behalf of the policyholder of the promissed note.

Article 1099 4. Subscriber's liability; overview and time frame

4. Subscriber's liability; overview and time frame

1 The subscriber of a promissed note is required in the same manner as the acceptor of a bill of exchange.

2 Tickets payable to a certain period of time must be submitted to the policyholder's visa within the time limits set out in s. 1013. The short period of view of the date of the visa signed by the subscriber on the ticket. The refusal of the subscriber to give a dated visa is established by a person (s. 1015), the date of which is used as the starting point for the period of time.

Chapter V: Cheque

I. Creation and form of the cheque

Art. 1100 1. Onunciations

1. Onunciations

The cheque contains:

1.
The name of the cheque, inserted in the text of the title and expressed in the language used for the drafting of the title;
2.
The pure and simple mandate to pay a specified amount;
3.
The name of the person to pay (taken);
4.
An indication of where the payment is to be made;
5.
The date and place where the cheque is created;
6.
The signature of the person issuing the cheque (shooter).
Article 1101 2. Failure to set out

2. Failure to set out

1 The title in which one of the particulars indicated in the preceding Article is missing shall not be the same as a cheque, except in the cases determined by the following paragraphs.

2 In the absence of a special indication, the place designated next to the name of the drawn shall be deemed to be the place of payment. If more than one location is indicated beside the name of the shot, the cheque is payable to the first place indicated.

3 In the absence of such indications or any other indication, the cheque shall be payable to the place where the draw has its principal place of business.

4 The cheque without an indication of its place of creation is considered to be subscribed to the designated place next to the name of the shooter.

Article 1102 3. Designation of the shooting

3. Designation of the shooting

1 Cheques payable in Switzerland can only be drawn on bankers.

2 A cheque drawn on another person is a simple assignment.

Article 1103 4. PrepProvision

4. PrepProvision

1 The cheque may be issued only if the shooter has funds at his disposal in the shooting and in accordance with an agreement, express or implied, that the shooter has the right to dispose of these funds by cheque. However, in the event of non-compliance with these requirements, the validity of the title as a check is not reached.

2 Where the shooter can only dispose of a partial allowance in the shooting, the person is required to pay the amount.

3 The shooter who issues a cheque without having a reserve in the drawing for the specified amount owes the bearer 5 % of the amount not covered by the cheque, in addition to the repair of the damage caused.

Article 1104 5. Excluded Acceptance

5. Excluded Acceptance

The check cannot be accepted. An acceptance statement on the cheque is deemed to be unwritten.

Article 1105 6. Designation of Creditor

6. Designation of Creditor

1 The cheque may be payable as follows:

To a person named, with or without an express "in order" clause;

To a person named, with the "no to order" clause or an equivalent clause;

Bearer.

2 The cheque for the benefit of a named person, with the words "or bearer", or an equivalent term, is worth the cheque to the bearer.

3 The cheque without the beneficiary's indication is worth a cheque to the bearer.

Article 1106 7. Interest Stipulation

7. Interest Stipulation

Any stipulation of interest inserted in the cheque is deemed to be unwritten.

Article 1107 8. Payment Locations and Home Cheque

8. Payment Locations and Home Cheque

The cheque may be payable in the home of a third party, either in the locality where the person is domiciled or in another locality, provided that the third party is a banker.

II. From transmission

Article 1108 1. Transmissibility

1. Transmissibility

1 The certified cheque payable for the benefit of a person named with or without an "in order" clause is transmissible by way of endorsement.

2 The stipulated cheque payable to a person named with the "no to order" clause or an equivalent clause shall be transferable only in the form and with the effects of an ordinary assignment.

3 Endorsement may be done for the benefit of the shooter or any other person. These people can endorse the cheque again.

Article 1109 2. Elements

2. Elements

1 The endorsement must be pure and simple. Any condition to which it is subordinate shall be deemed to be unwritten.

2 The partial endorsement is null.

3 There is also no endorsement of the shooting.

4 The bearer's endorsement is considered to be a blank endorsement.

5 The endorsement of the draw is valid only as a discharge, except in the case where the shooting has several establishments and where the endorsement is made for the benefit of an institution other than the one on which the cheque was drawn.

Art. 1110 3. Legitimation of bearer

3. Legitimation of bearer

The holder of an endossable cheque shall be considered to be a legitimate holder if he justifies his right through an uninterrupted sequence of endorsements, even if the last endorsement is in white. Biased endorsements are, in this respect, deemed unwritten. When an endorsement in white is followed by another endorsement, the person signing it is deemed to have acquired the cheque by the endorsement in white.

Art. 1111 4. Bearer Cheque

4. Bearer Cheque

An endorsement on a bearer's cheque makes the endorser responsible under the provisions governing the appeal, and does not convert the title into a cheque in order.

Art. 1112 5. Possess

5. Possess

When a person has been dispossessed of a cheque by any event, the bearer in the hands of whom the cheque has been received-be it a bearer's cheque, whether it is an endorsement for which the bearer Justifies its right in the manner indicated in s. 1110-is only required to divest the cheque if it has acquired it in bad faith or if, by acquiring it, it has committed a gross negligence.

Art. 1113 6. Rights deriving from the posterior end of the term or the protection

6. Rights deriving from the posterior end of the term or the protection

1 Endorsement after the protection or an equivalent finding, or after the expiration of the filing period, produces only the effects of an ordinary assignment.

2 Unless there is evidence to the contrary, the undated endorsement shall be presumed to have been made prior to the equivalent protection or findings or before the expiration of the period referred to in the preceding paragraph.

III. Downstream

Art. 1114

1 Payment of a cheque can be guaranteed for all or part of its amount by a downstream.

2 This guarantee is provided by a third party, except the shot, or even by a signatory of the cheque.

IV. From presentation and payment

Art. 1115 1. Deadline

1. Deadline

1 The cheque is payable in sight. Any indication to the contrary is deemed not to be written.

2 The cheque submitted for payment before the day specified as the date of issue is payable on the day of the submission.

Art. 1116 2. Submission to Payment

2. Submission to Payment

1 The cheque issued and payable in the same country must be submitted to the payment within the eight-day period.

2 The cheque issued in a country other than the one in which it is payable shall be submitted within a period of twenty days, or seventy days, depending on whether the place of issue and the place of payment are located in the same or another part The world.

3 In this respect, cheques issued in a country of Europe and payable in a Mediterranean country of the Mediterranean or vice versa are considered to be issued and payable in the same part of the world.

4 The starting point for the above deadlines is the day on the cheque as the date of issue.

Art. 1117 3. Old style

3. Old style

When a cheque is drawn between two places with different calendars, the day of the issue will be reduced to the corresponding day of the place of payment.

Art. 1118 1 4. Presentation to a clearing house

4. Presentation to a clearing house

The presentation of a cheque to a clearing house recognized by the Swiss National Bank is equivalent to the presentation to the payment.


1 New content according to the c. II 2 of the Annex to the PMQ of 3 Oct. 2003 on the National Bank, in force since 1 Er May 2004 ( RO 2004 1985 ; FF 2002 5645 ).

Art. 1119 5. Revocation/a. In general

5. Revocation

A. In general

1 Revocation of the cheque has no effect until the deadline for submission has expired.

2 If there is no revocation, the drawn may pay even after the expiration of the time limit.

3 If the shooter alleges that the cheque has been lost by him or a third party, he or she may prohibit the payment from the cheque.

Art. 1120 5. Revocation/b. In the event of death, incapacity and bankruptcy

B. In the event of death, incapacity and bankruptcy

Neither the death of the shooter nor his inability to occur after the issue or his bankruptcy affect the effects of the cheque.

S. 1121 6. Verification of Endorsements

6. Verification of Endorsements

The shooting who pays an endossable cheque is obliged to check the regularity of the rest of the endorsements but not the signature of the endosensors.

Article 1122 7. Payment in foreign currency

7. Payment in foreign currency

1 Where a cheque is payable in a currency that is not paid in lieu of payment, the amount may be paid, within the time limit for the presentation of the cheque, in the currency of the country after its value on the day of payment. If the payment has not been made at the presentation, the holder may, at his option, request that the amount of the cheque be paid in the currency of the country after the course, either on the day of the presentation or on the day of payment.

2 The uses of the place of payment are used to determine the value of the foreign currency. However, the shooter may stipulate that the amount to be paid will be calculated on a course determined in the cheque.

3 The above rules do not apply to the case where the shooter has stipulated that the payment will have to be made in a specified currency (effective payment clause in a foreign currency).

4 If the amount of the cheque is indicated in a currency having the same denomination, but a different value, in the country of issue and in the country of payment, it is presumed to have referred to the currency of the place of payment.

V. Banded cheque and cheque to be taken into account

Article 1123 1. Checa barré/a. Definition

1. Banded Cheque

A. Definition

1 The shooter or the holder of a cheque may beard it with the effects indicated in the following article.

2 The bounding is done by means of two parallel bars on the front. It can be general or special.

3 The barrement is general if there is no designation or "banker" or equivalent term between the two bars; it is special if the name of a banker is entered between the two bars.

4 The general barrement can be turned into a special barbeard, but the special barrement cannot be turned into a general barbeard.

5 The skewing of the barrement or the name of the designated banker is deemed not to have occurred.

Art. 1124 1. Banded Cheque/b. Effects

B. Effects

1 A general cheque may be paid by the employee only to a banker or to a customer of the shooting.

2 A special wire cheque may only be paid to the designated banker or, if the banker is drawn, to his or her client. However, the designated banker may use a cash payment to another banker.

3 A banker can only acquire a blocked cheque from one of his clients or another banker. He or she cannot cash it on behalf of other persons.

4 A cheque with a number of special clings may be paid by the drawing only in the case of two bards, one of which is for cashing by a clearing house.

5 The person who fails to comply with the above provisions shall be liable for the damage up to the amount of the cheque.

Art. 1125 2. Cheque to be considered/a. In general

2. Cheque to be considered

A. In general

1 The shooter, as well as the holder of a cheque, may argue that he or she is paid in cash by inserting on the front the transverse label "to be taken into account" or an equivalent expression.

2 In this case, the cheque may only give rise to a written settlement (credit account, transfer or set-off). The written regulation is a payment.

3 The skilling of the statement "to be taken into account" shall be deemed not to have been made.

4 The person who does not comply with the above provisions shall be liable for the damage up to the amount of the cheque.

Article 1126 2. Cheque to be considered/b. Carrier's rights in the event of bankruptcy, suspension of payments, seizure

B. Carrier rights in the event of bankruptcy, suspension of payments, seizure

1 The holder of a compensation cheque may, however, demand that he pay cash and, if he fails to do so, exercise his remedy if the person is bankrupt, suspended payments or was the object of an unsuccessful seizure.

2 The same is true of the bearer who, as a result of measures taken pursuant to the Federal Act of 8 November 1934 on banks and savings banks 1 , cannot have his or her having to the shooting.


Art. 1127 2. Cheque to be considered/c. Rights of bearer in case of refusal to transfer or set-off

C. Rights of bearer in case of refusal to transfer or set-off

The holder of a compensation cheque shall also have the right to exercise his appeal if he establishes that the person in question refuses to make the transfer without condition or if the clearing house of the place of payment declares that the cheque is not ready to extinguish Bearer's debts.

VI. Recourse for lack of payment

Art. 1128 1. Rights of the holder

1. Rights of the holder

The holder may exercise his or her recourse against the endosensors, the shooter and the other obligors, if the cheque, submitted in due time, is not paid and if the refusal of payment is found:

1.
Be by an authentic act (protet);
2.
By a statement of the drawn, dated and written on the cheque with the date of the presentation;
3.
Either by a declaration dated by a clearing house stating that the cheque has been remitted in good time and that it has not been paid.
Article 1129 2. Protect. Delays

2. Protect. Delays

1 The equivalent protection or finding must be made before the expiry of the filing deadline.

2 If the submission takes place on the last day of the deadline, the equivalent amount or finding may be established on the first next business day.

Art. 1130 3. Scope of appeal

3. Scope of appeal

The holder may claim against the person against whom he exercises his appeal:

1.
The amount of the unpaid cheque;
2.
Interest at the rate of 6 % from the day of the submission;
3.
The costs of the equivalent protection or finding, those of the notices given, and the other costs;
4.
A commission fee of up to one-third.
Article 1131 4. Force majeure reserve

4. Force majeure reserve

1 When the presentation of the cheque, the making of the protection or the equivalent finding within the prescribed time limit is prevented by an insurmountable obstacle (legal requirement of any State or other case of force majeure), these time limits shall be Extended.

2 The holder is required to give, without delay, notice of the case of force majeure to his endorser and to mention this opinion, dated and signed by him, on the check or on an extension; for the remainder, the provisions of Art. 1042 are applicable.

3 After the force majeure ceases, the bearer shall, without delay, present the cheque for payment and, where applicable, establish the protection or equivalent finding.

4 If the force majeure persists beyond 15 days from the date on which the holder has, even before the expiry of the period of presentation, given notice of force majeure to his endorser, the remedies may be exercised, without the Presentation or equivalent protection or finding is required.

5 It shall not be regarded as constituting cases of force majeure the purely personal facts of the bearer or that which he has entrusted with the presentation of the cheque or the establishment of the protection or an equivalent finding.

VII. False or falsified cheque

Art. 1132

The damage resulting from a false or falsified check shall be borne by the person if no fault is attributable to the person designated as a shooter in the title; the fault of the shooter shall include, among other things, the failure to ensure that sufficient care has been taken Retention of the cheque forms provided to him/her.

VIII. Multiple copies

Art. 1133

Except for bearer cheques, cheques issued in one country and payable in another country or in an overseas part of the same country and vice versa, or issued and payable in the same or various overseas parts of the same country, may be Drawn in several identical copies. When a cheque is made in several copies, these copies must be numbered in the text of the title, otherwise each of them is considered to be a separate cheque.

IX. Of prescription

Article 1134

1 The bearer's actions against the endosensors, shooter and other retails are prescribed six months after the expiry of the filing deadline.

2 Actions for the payment of a cheque against each other shall be prescribed for six months from the day on which the obligation has refunded the cheque or the day on which it was activated.

X. General provisions

Article 1135 1. Definition of "banker"

1. Definition of "banker"

In this chapter, the word "banker" includes the reasons for trade that are subject to the Federal Act of 8 November 1934 on banks and savings banks. 1 .


Art. 1136 2. Timeliness/a. Statutory Holidays

2. Timeliness

A. Statutory Holidays

1 The presentation and the protection of a cheque may only be made on one working day.

2 Where the last day of the period granted by the law for the performance of the acts relating to the check, and in particular for the presentation or for the establishment of the protection or equivalent, is a Sunday or another day recognized as a holiday 1 By the State, this period shall be extended until the first working day following its expiry. Intermediate holidays shall be included in the computation of the time limit.


1 For statutory time limits under federal law and for time limits fixed by authorities in accordance with federal law, Saturday is currently treated as an officially recognized holiday (art. 1 of the LF of 21 June 1963 on the assumption of time limits comprising a Saturday; RS 173.110.3 ).

Article 1137 2. Timeliness/b. Calculation of Time Limits

B. Calculation of Time Limits

The time limits set out in this Law shall not include the day on which they are used as the starting point.

XI. From conflict of laws

Art. 1138 1. Passive ability to hold by check

1. Passive ability to hold by check

1 The law of the country where the cheque is payable determines the persons on whom a cheque may be drawn.

2 If, according to this law, the title is void as a cheque because of the person on which it was drawn, the obligations resulting from the signatures of the person in other countries whose laws do not contain that provision are nevertheless valid.

Article 1139 2. Form and Timeliness of Commitments by Cheque

2. Form and Timeliness of Commitments by Cheque

1 The form of the cheque commitments is governed by the law of the country in whose territory those commitments have been entered into. However, the observation of the forms prescribed by the law of the place of payment is sufficient.

2 However, if the commitments entered into on a cheque are not valid according to the provisions of the preceding paragraph, but are in conformity with the legislation of the country in which a subsequent commitment has been made, the fact that the first Commitments are irregular in form does not invalidate the validity of the subsequent commitment.

3 Similarly, commitments made in respect of cheques abroad by one Switzerland will be valid in Switzerland in respect of another of its nationals, provided that they have been taken in the form provided for by Swiss law.

Article 1140 3. Effects of Cheque Commitments/a. Law of the place of subscription

3. Effects of Cheque Commitments

A. Law of the place of subscription

The law of the country in whose territory the obligations resulting from the cheque have been subscribed shall settle the effects of those obligations.

S. 1141 3. Effects of cheque commitments/b. Place of Payment Act

B. The place of payment law

The law of the country where the cheque is payable determines:

1.
Whether the cheque is necessarily in sight, or whether it can be taken for a certain period of time and also what the effects of a postdate are;
2.
The deadline for submission;
3.
Whether the cheque can be accepted, certified, confirmed or targeted and what are the effects of such endorsements;
4.
If the holder may require and is required to receive a partial payment;
5.
Whether the cheque may be barred or be covered by the clause "to be taken into account" or an equivalent expression and what the effects of such a barrement or clause or equivalent expression are;
6.
Whether the holder has special rights in respect of the provision and the nature of the provision;
7.
If the shooter can revoke or oppose the cheque;
8.
Measures to be taken in the event of loss or theft of the cheque;
9.
If an equivalent protection or finding is required to retain the right of appeal against the endosensors, the shooter and the other retails.
S. 1142 3. The Effects of Cheque Commitments/c. Place of Residence Act

C. Home Place Act

The rights deriving from the illegitimate enrichment against the shooting or the resident shall be settled in accordance with the law of the country in which those persons are domiciled.

XII. Application of the right of exchange

S. 1143

1 The following provisions of the foreign exchange charge apply to the cheque:

1.
Art. 990 on the ability to compel by letter of exchange;
2.
Art. 993 on the letter of exchange to the order of the shooter, drawn on himself and on behalf of a third party;
3.
Art. 996-1000 on differences in the wording of the amount, the signature of persons unable to compel, the signature without authority, the responsibility of the shooter, and the letter of change in white;
4.
Art. 1003 to 1005 on endossem;
5.
Art. 1007 on the exceptions to the letter of exchange;
6.
Art. 1008 on rights deriving from the endorsement by proxy;
7.
Art. 1021 and 1022 on the shape and effects of the swallow;
8.
Art. 1029 on the right to demand release and partial payment;
9.
Art. 1035 to 1037 and art. 1039 to 1041 on the protet;
10.
Art. 1042 on the avis;
11.
Art. 1043 on the "Unprotected" clause;
12.
Art. 1044 on the solidarity guarantee of the persons obliged;
13.
Art. 1046 and 1047 on the appeal in the case of a refund of the letter of exchange and the right to surrender of the letter, of the protection and of the discharge;
14.
Art. 1052 on rights deriving from wealth;
15.
Art. 1053 on the transfer of the allowance;
16.
Art. 1064 on the relationship of the various copies among themselves;
17.
Art. 1068 on alterations;
18.
Art. 1070 and 1071 on the interruption of the prescription;
19.
Art. 1072 to 1078 and 1079, para. 1, on cancellation;
20.
Art. 1083 to 1085 on the exclusion of the days of grace, the place where the acts relating to the exchange letter and the handwritten signature are to be carried out;
21.
Art. 1086, 1088 and 1089 on the conflict of laws relating to the capacity to oblige, acts intended to exercise and retain the rights in the field of exchange and the exercise of remedies.

2 The provisions of these articles relating to the acceptance of the bill of exchange are not applicable to the cheque.

3 To be applicable to the cheque, s. 1042, para. 1, 1043, para. 1 and 3, and 1047 are supplemented in that the protection may be replaced by the analogous finding provided for in Art. 1128, c. 2 and 3.

XIII. Special legislation reserve

S. 1144

The special provisions governing the postal check were reserved.

Chapter VI: Securities analogous to foreign exchange effects and other securities

S. 1145 A. In general/I. Conditions

A. In general

I. Conditions

Any paper-value created with the clause in order or declared by law is considered to be a title.

S. 1146 A. In general/II. Debtor Exceptions

II. Debtor Exceptions

1 The debtor of an order may object only to the exceptions drawn from the nullity of the title or its text itself, and those which he personally has against the creditor.

2 He or she may object to the exceptions based on his or her personal relationship with the shooter or with a previous holder if the holder, by acquiring the title, knowingly acted to the detriment of the debtor.

S. 1147 B. Securities analogous to foreign exchange effects/I. Order-in-order/1. In general

B. Securities analogous to foreign exchange effects

I. In-order assignment

1. In general

Assignments which are not defined in the title as foreign exchange effects, but which are expressly created in order and which otherwise satisfy the requirements for the exchange letter, shall be assimilated to that letter of exchange.

S. 1148 B. Securities analogous to foreign exchange effects/I. Order-in-order/2. No compulsory presentation

2. No mandatory layout

1 The subpoena is not presented for acceptance.

2 If it is presented nevertheless and the acceptance is refused, the holder has no right of appeal from that leader.

S. 1149 B. Securities analogous to foreign exchange effects/I. Indicated assignment/3. Effects of Acceptance

3. Effects of Acceptance

1 When a subpoena is accepted voluntarily, the author of the acceptance shall be assimilated to the acceptor of a letter of exchange.

2 The bearer cannot, however, exercise his or her appeal before the expiry date if the assignment is in bankruptcy, suspended payments or was the subject of an unsuccessful seizure.

3 Similarly, there is no recourse before the deadline when the assignment is in bankruptcy.

Art. 1150 B. Securities analogous to foreign exchange effects/I. Assignment to order/4. Exclusion from prosecution for foreign exchange effects

4. Exclusion from prosecution for foreign exchange effects

The Provisions of the Federal Law of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 Relating to the pursuit of foreign exchange effects shall not be applicable to the order.


Article 1151 B. Securities analogous to foreign exchange effects/II. Promise to pay in order

II. Promise to pay in order

1 Promises to pay that are not designated in the title as foreign exchange effects, but are expressly created in order and which meet the requirements of the promissary note, are treated as such.

2 However, the promises to pay created in order are not subject to the rules on payment by intervention.

3 The Provisions of the Federal Law of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 Relating to the pursuit of foreign exchange effects are not applicable to promises to pay in order.


Article 1152 C. Other Endorsable Titles

C. Other Endorsable Titles

1 Any securities by which the subscriber undertakes to make certain payments in cash or the delivery of certain quantities of fungible items in a given place, in a time and for a specified amount, may be transferred by endorsing Are expressly created in order.

2 These securities, as well as other endorsable securities, such as certificates of deposit, warrants, loading bulletins, are subject to the rules of the foreign exchange law with regard to the form of the endorsement, the legitimation of the bearer, the cancellation and The action in return given against the person holding them.

3 The provisions relating to the use of foreign exchange effects shall not apply to such securities.

Chapter VII: Representative titles of goods

Art. 1153 A. Onunciations

A. Onunciations

Representative titles of goods issued as securities by a warehouse or a valet should refer to:

1.
The place and day of the issue, as well as the signature of the person issuing the title;
2.
The name and address of the person;
3.
The name and address of the applicant or the shipper;
4.
The designation of the goods stored or shipped, with an indication of the quality, quantity and signs that can be individualized;
5.
The fees to be paid or for which payment has been anticipated;
6.
The specific conventions of the parties involved in the handling of the goods;
7.
The number of copies of the title;
8.
The name of the person who has the right to dispose, or the statement that the title is of order or bearer.
Article 1154 B. From warrant

B. From warrant

1 Where several copies of one of these headings are prepared and one of them is intended to be surrendered, it shall be designated as such (warrant) and shall also contain the elements of a representative title of goods.

2 The issuance of the warrant is mentioned on the other copies, and any collateral is recorded with an indication of the amount to be paid and the maturity.

Art. 1155 C. Scope of prescribed forms

C. Scope of prescribed forms

1 Securities issued for goods in storage or that are subject to a contract of carriage shall not constitute securities if the forms required by law have not been complied with; they shall only have the character of recurs or other Probationary documents.

2 Securities issued by warehousekeepers who have not obtained the statutory grant from the competent authority shall be considered as securities if the legal forms have been observed. The authors of these broadcasts shall be struck by the competent cantonal authority with a fine of up to 1000 francs.

Title Thirty-fourth: Bond Borrowings

Chapter I: A mandatory prospectus for emissions

Art. 1156

1 The bonds of a loan can only be publicly subscribed or introduced on the stock exchange on the basis of a prospectus.

2 The provisions concerning the prospectus for the issuing of new shares shall apply mutatis mutandis; in addition, the prospectus must contain details of the conditions of the loan, in particular with respect to interest, repayment, Specific guarantees for the obligations and, where appropriate, the representation of the community of creditors.

3 Where obligations have been issued without a prospectus in accordance with the preceding provisions, or where the prospectus contains inaccurate assertions or indications contrary to the requirements of the law, the persons who contributed are Jointly liable for the damage caused by them intentionally or negligently.

Chapter II: From the Creditors' Community in Bond Borrowings 2

Article 1157 A. Conditions

A. Conditions

1 Where the obligations of a loan for which uniform conditions have been adopted are issued, directly or indirectly, following a public subscription, by a debtor having in Switzerland his domicile or an industrial establishment, or Business, the creditors are, by law, a community.

2 When several loans are issued, the creditors of each of them form a separate community.

3 The provisions of this Chapter shall not apply to the borrowings of the Confederation, the cantons, the communes and the communities or institutions of public law.

Art. 1158 B. The representative of the community/I. Designation

B. The Community Representative

Designation

1 Unless otherwise provided, representatives designated under the terms of the loan represent both the community of creditors and the debtor.

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

3 If several representatives have been appointed, they shall, unless otherwise agreed, exercise their powers jointly.

Article 1159 B. The community representative/II. Powers of Representative/1. General rules

II. Credentials of the representative

1. General Rules

1 The representative has the powers conferred on him by law, by the terms of the loan or by the meeting of creditors.

2 It requires the debtor, where appropriate, to convene the meeting of creditors, execute the decisions and represent the community within the limits of the powers vested in it.

3 Creditors cannot claim their rights individually, as the representative has the power to exercise them.

Article 1160 B. The community representative/II. Credentials of the representative/2. Control of the debtor

2. Control of the debtor

1 The representative of the community of creditors shall be entitled to require the debtor to provide any information of interest to the community, as long as that debtor is late in the performance of the obligations imposed on him by the contract Loan.

2 If the debtor is an anonymous corporation, a limited partnership, a limited liability company or a cooperative corporation, the representative may, under the same conditions, participate in the deliberations of the Social bodies as they affect the interests of the creditors of the loan.

3 It shall be convened for such deliberations and shall receive in due time all documents relating thereto.

Article 1161 B. The community representative/II. Powers of Representative/3. In the case of secured borrowings

3. In the case of secured borrowings

1 Where a representative of the debtor and of the creditors has been appointed for a loan secured by a pledge of movable or immovable property, he shall have the same rights as the authority for pledging on immovable property.

2 The representative is required to safeguard, with the utmost care and impartiality, the rights of both creditors and the debtor and the owner of the pledge.

Article 1162 B. The Community Representative/III. Termination of authority

III. Termination of authority

1 The meeting of creditors may, at any time, revoke or amend the powers granted to a representative.

2 The credentials of a representative appointed under the terms of the loan may be revoked or amended at any time by decision of the community with the consent of the debtor.

3 The judge may, on fair grounds, order the removal of powers at the request of the debtor or a bond.

4 Where the powers of the representative are extinguished for any cause, the judge shall, at the request of a bond or the debtor, take the measures ordered by the safeguarding of their rights.

Art. 1163 B. The Community Representative/IV. Fees

IV. Fees

1 The cost of a designated representative under the terms of the loan shall be borne by the debtor of the loan.

2 The costs of a representative elected by the community of creditors shall be charged to the benefits of the debtor of the loan and shall be charged to all creditors in proportion to the face value of the obligations they hold.

Art. 1164 C. Meeting of creditors/I. General rules

C. Meeting of creditors

I. General rules

1 The community of creditors may, within the limits of the law, resort to any measure that is relevant to the defence of common interests, particularly if the debtor is in a critical situation.

2 Community decisions are made by the meeting of creditors and are valid if they meet the general or special conditions established by law.

3 The bondholders are no longer able to exercise their rights individually to the extent or a valid decision of the meeting of creditors.

4 The costs arising from the convening and meeting of the Assembly shall be borne by the debtor.

Article 1165 C. Meeting of creditors/II. Convocation/1. General rules

II. Convocation

1. General Rules

1 The meeting of creditors shall be convened by the debtor.

2 The debtor is required to convene it within twenty days when creditors who jointly own at least one twentieth of the capital in circulation, or when the representative of the community requests it in writing, stating the purpose and the reasons Of this convocation.

3 If the debtor fails to comply with the request, the judge may authorize the authors to convene the meeting themselves. The judge of the current or last seat of the debtor in Switzerland is absolutely competent. 1

4 Where the debtor had or had only one establishment in Switzerland, the court for the place of that establishment is imperatively competent. 2


1 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).
2 New content according to the c. II 5 of Annex 1 to the CPC of 19 Dec. 2008, effective from 1 Er Jan 2011 ( RO 2010 1739 ; FF 2006 6841 ).

Article 1166 C. Meeting of creditors/II. Convocation/2. Sursis

2. Oversis

1 The exercise of the duties owed to the creditors of the loan shall be suspended as soon as the convening of the meeting of creditors has been regularly published and until the procedure before the agreement authority is finally Closed.

2 This stay is not equated with the suspension of payment under the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy 1 ; bankruptcy cannot be declared without prior prosecution.

3 During the period of the stay for the duties owed by the creditors of the loan, the requirement or lapse that may be interrupted by an act of prosecution shall remain suspended.

4 The superior cantonal authority may, at the request of a creditor, revoke the stay for which the debtor would abuse.


Article 1167 C. Meeting of creditors/III. Meeting/1. Right to vote

III. Meeting

1. Right to vote

1 The right to vote shall belong to the owner of an obligation or to his representative; if the obligation is encumbered by usufruct, it shall, however, belong to the usufructuary or his representative. The usufructuary is, however, liable to the owner if, in exercising the right to vote, he does not take his interests into account in a fair measure.

2 The obligations of the debtor owner or usufructuary do not confer the right to vote. However, when obligations of the debtor are pledged, the secured creditor retains the right to vote.

3 The owner of the obligations under a lien or lien in favour of the debtor shall have the right to vote.

Article 1168 C. Meeting of creditors/III. Meeting/2. Representation of specified bondholders

2. Representation of Specified Bonds

1 The representation of a creditor may be exercised only by virtue of written powers, unless it derives from the law.

2 The debtor is not permitted to represent bondholders who are entitled to vote.

Article 1169 C. Meeting of creditors/IV. Rules of procedure

IV. Rules of procedure

The Federal Council shall lay down rules for the convocation of the meeting of creditors, the communication of the agenda, the justification of the right to take part in the meeting, the Presidency of the Assembly, the form to be observed for decisions and the right to take part in the meeting. The manner in which they are notified.

Art. 1170 D. Community Decisions/I. Restriction of Creditors' Rights/1. Lawful measures and required majority/a. Single Community

D. Community Decisions

I. Restriction of Creditors' Rights

1. Lawful measures and required majority

A. Single Community

1 A majority of at least two-thirds of the capital in circulation is necessary for valid decisions to be made on the following objects:

1.
Deferment of interest payments for up to five years, with the possibility of an extension for two new five-year periods;
2.
The remission of interest for up to five years, within a seven-year period;
3.
The reduction of the interest rate up to half the rate stipulated in the terms of the loan or the replacement of a fixed interest by an interest dependent on the outcome of the case, in both cases for ten years at most, with the possibility of Extension for up to five years;
4.
The extension of ten years at the most of the time limit for depreciation, by reducing the annuities or increasing the number of partial reimbursements or the temporary suspension of those benefits, with the possibility of extension Up to five years;
5.
Deferment for ten years at most of the terms of repayment, either for a loan matured or maturing within the five-year period, or for fractions of that loan, with the possibility of an extension for up to five years;
6.
The authorization of an early repayment of capital;
7.
The creation of a lien with a right of priority in favour of new capital paid to the undertaking, the modification of security rights securing a loan or the total or partial renunciation of such security rights;
8.
Approval of the review of clauses limiting the issuance of bonds to share capital;
9.
Approval of the total or partial conversion of bonds from debt to equity.

2 These measures can be combined.

Art. 1171 D. Community Decisions/I. Restriction of Creditors' Rights/1. Lawful measures and required majority/b. If there is more than one community

B. If there is more than one community

1 Where more than one community of creditors exists, the debtor may simultaneously submit to them one or more of the measures provided for in the preceding Article, in the first case subject to the proviso that the proposed measure will only be valid if all Communities join, in the second sub-reserve that the validity of each of these measures will depend on the acceptance of others.

2 The proposals to which representatives of at least two-thirds of the capital in circulation of all communities are accepted shall be accepted as accepted, provided that the majority of the latter have approved them and that, in Each of them, the proposals were agreed at least by the simple majority of the capital represented.

Article 1172 D. Community Decisions/I. Restriction of Creditors' Rights/1. Lawful measures and required majority/c. Determination of majority

C. Determination of majority

1 Obligations that do not confer the right to vote are not included in the calculation of capital in circulation.

2 Where a proposal submitted to the meeting of creditors does not meet the required majority, the debtor may supplement the number of votes obtained by making statements to the President of the Assembly, within two months, Of written and legalised accession, thereby leading to a valid decision.

Article 1173 D. Community Decisions/I. Restriction of creditors' rights/2. Limiting clause/a. General rule

2. Limiting clause

A. General rule

1 No obligor may be compelled by a decision of the community to tolerate other restrictions on the rights of creditors than those provided for in s. 1170 or to carry out benefits which have not been provided for in the conditions of the loan or agreed with it upon surrender of the obligation.

2 The creditor community cannot extend the rights of the creditors without the consent of the debtor.

Art. 1174 D. Community Decisions/I. Restriction of creditors' rights/2. Limiting clause/b. Equal treatment

B. Equal treatment

1 Decisions of a binding nature must have the same effect for all creditors of a community, except for the express adherence of those who would be treated more favourably than others.

2 The ranking of the secured creditors can be changed only by their will. Is reserved for art. 1170, c. 7.

3 The assurances given or the powers conferred on certain creditors to the detriment of other members of the community shall be null and void.

Art. 1175 1 D. Community Decisions/I. Restriction of creditors' rights/2. Limiting clause/c. Situation Status and Balance Sheet

C. Situation Status and Balance Sheet

Proposals for measures under s. 1170 may be made by the debtor and discussed by the meeting of creditors only on the basis of a state of affairs on the day of its meeting or a balance sheet of not more than six months, regularly drawn up and certified by the body of Revision, if there is one.


1 New content according to the c. I 3 of the LF of 16 Dec. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).

Article 1176 D. Community Decisions/I. Restriction of Creditors' Rights/3. Approval/a. General rules

3. Approval

A. General rules

1 Decisions restricting the rights of creditors only have effect if they have been approved by the Superior Cantonal Authority in respect of the concordat.

2 The debtor shall submit them for the approval of that authority within one month from the day on which they were taken.

3 The date to deliberate on this issue is published and the bondholders are advised that they will be able to submit their comments in writing or, in the course of the discussion, also orally.

4 The costs of this procedure shall be borne by the debtor.

Article 1177 D. Community Decisions/I. Restriction of Creditors' Rights/3. Approval/b. Conditions

B. Conditions

Approval may be refused only in the following cases:

1.
Whether the requirements for the convening of the meeting and the conditions to be fulfilled by the decisions of the Assembly have been violated;
2.
Whether the decision to remedy a critical situation of the debtor was not necessary;
3.
If the common interests of the bondholders are not sufficiently safeguarded;
4.
Whether the decision was made in an unlawful manner.
Article 1178 D. Community Decisions/I. Restriction of Creditors' Rights/3. Approval/c. Recourse

C. Recourse

1 Any bond may, within thirty days, in accordance with the prosecution and bankruptcy proceedings, refer the decision to the Federal Court for approval of a decision to which it has not acceded, where that decision infringes The law or is not appropriate to the circumstances.

2 Similarly, the creditor who has adhered to a decision and the debtor may appeal against the refusal to approve it.

Article 1179 D. Community Decisions/I. Restriction of Creditors' Rights/3. Approval/d. Revocation

D. Revocation

1 If it is later found that the decision of the meeting of creditors has been made in an unlawful manner, the superior cantonal authority in the case of the agreement may, at the request of a bond, revoke the agreement totally or partially Approval.

2 The request must be made within six months from the day on which the bond became known to the irregularity of the decision.

3 The debtor and any obligor may, within thirty days, in accordance with the prosecution and bankruptcy proceedings, recourse to the Federal Court against the revocation of the approval, when it violates the law or is not Appropriate to the circumstances. Similarly, the requesting bond may make use of the refusal to revoke the approval.

Article 1180 D. Community/II decisions. Other decisions/1. Powers of community representative

II. Other decisions

1. Powers of community representative

1 The agreement of creditors representing more than half of the capital in circulation is necessary to revoke or amend the powers conferred on a representative of the community.

2 The same majority is required to give a representative of the community the powers necessary to safeguard the rights of creditors in the bankruptcy of the debtor in an equal manner.

Art. 1181 D. Community/II decisions. Other decisions/2. Other cases

2. Other Cases

1 Decisions that do not affect the rights of the bondholders or impose new benefits may be taken by an absolute majority of the voices represented, unless the law provides otherwise or the conditions of the loan Require a stronger majority.

2 The absolute majority shall be calculated, in all cases, on the nominal value of the capital represented at the meeting by the voting rights.

Art. 1182 D. Community/II decisions. Other decisions/3. Recourse

3. Recourse

Any bond that has not adhered to the decisions referred to in s. 1180 and 1181 may, where they violate the law or treaty clauses, refer them to the judge within one month from the day on which they became aware of it.

Art. 1183 E. Special situations/I. Bankruptcy of the debtor

E. Special Cases

I. Bankruptcy of the debtor

1 Where the debtor is declared bankrupt, the administration of the bankruptcy shall immediately convene a meeting of creditors, giving to the already appointed representative, or to the person designated by the debtor, the powers necessary to safeguard Equally the rights of creditors in bankruptcy.

2 In the absence of a decision giving the necessary powers to a representative, each creditor personally exercises his or her rights.

1184 E. Special Cases/II. Concordat

II. Concordat

1 In the concord procedure, creditors shall not, subject to what is prescribed for secured borrowings, take any decision concerning the concordat and their accession shall be governed exclusively by the Federal Law of 11 April 1889 on The pursuit of debt and bankruptcy 1 .

2 The rules of the creditor community apply to creditors of the secured loan, as restrictions would be imposed on their rights to a measure exceeding the effects of the concordat.


Art. 1185 E. Special Cases/III. Borrowings of Railway or Navigation Companies

III. Borrowings of Railway or Navigation Companies

1 The provisions of this Chapter shall apply, subject to the following provisions, to railway undertakings or navigation undertakings.

2 The request for the convening of a meeting of creditors shall be addressed to the Federal Court.

3 The Federal Court has jurisdiction to convene the meeting of creditors, as well as to observe, approve and execute its decisions.

4 As soon as the Federal Court has before it the request for the convening of a meeting of creditors, it may order a stay of the effects provided for in s. 1166.

1186 F. Right Imperative F. The Right Duty

F. Right imperative

1 The rights conferred by the law to the community of creditors and its representative cannot be removed, or restricted by the terms of the loan or by special agreements between creditors and the debtor.

2 The provisions of the borrowing conditions that make decisions of the meeting of creditors more difficult to obtain are reserved.



1 New content according to the 18 Dec PMQ. 1936, in effect since 1 Er Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See disp. End. And trans. For the tit. XXIV to XXXIII, at the end of the CO.
2 New content according to the c. I of the PMQ of 1 Er April 1949, in force since 1 Er Jan 1950 (RO) 1949 I 820 830; FF 1947 III 905). See disp. End. Of this chapter at the end of the CO (chap. II of the tit. XXXIV).

Transitional Provisions of the Federal Act of March 30, 1911

I. The final title of the Civil Code 1 Receives the following changes:

... 2

II. This Law shall enter into force on 1 Er January 1912.

The Federal Council is responsible, in accordance with the provisions of the Federal Act of 17 June 1874 concerning popular votes on federal laws and orders 3 , to publish this Act.


1 RS 210
2 The mod. Can be consulted at the OR 27 321.
3 [RS 1 162; RO 1962 827 art. 11 para. 3. RO 1978 688 art. 89 let. B]


State 1 Er January 2016

Final Provisions of the Amendment of March 23, 1962 1

Art. 1 A. Privilege in bankruptcy

A. Privilege in bankruptcy

... 1


1 The mod. Can be consulted at the OR 1962 1082.

Art. 2 B. Unfair Competition

B. Unfair Competition

... 1


1 The mod. Can be consulted at the OR 1962 1082.

Art. 3 C. Transitional provisions

C. Transitional provisions

1 Art. 226 F , 226 G , 226 H , 226 I And 226 K 1 Are also applicable to advance sales entered into before the coming into force of this Act.

2 Art. 226 K Is applicable only to sales with advance payments entered into before the coming into force of this Act. Such contracts must, however, be adapted within one year to s. 227 B , in the absence of which they are obsolete, the full ownership of the purchaser, including interest and subsidies, to be given to it.


1 These articles are currently being repealed.

Art. 4 D. Coming into Force D. Coming into Force

D. Entry into force

The Federal Council shall fix the date of entry into force of this Law.



1 RO 1962 1082; FF 1960 I 537

Transitional Provisions of the Amendment of December 16, 2005 1

Art. 1 A. General rule

A. General rule

1 The final title of the Civil Code shall apply to this Law insofar as the following provisions do not provide otherwise.

2 The provisions of the new Act apply to existing corporations upon entry into force.

Art. 2 B. Time for adaptation

B. Time for adaptation

1 Limited liability companies which, at the entry into force of this Law, are registered in the register of trade but which do not comply with the new provisions shall be required to adapt their statutes and regulations within a period of Two years.

2 The statutory and regulatory provisions that do not comply with the new regulations remain in effect until their adaptation but not more than two years.

3 Art. 808 A And 809, para. 4, 2 E Shall not apply to limited liability companies which, at the entry into force of this Law, are entered in the Register of Trade, until the expiry of the period of time available to them to adapt their statutes.

4 Anonymous companies and cooperative societies which, at the entry into force of this Law, are registered in the register of trade and whose trade reason is not in conformity with the new legal provisions must adapt their reason for the Trade within two years. At the end of that period, the trade register clerk shall automatically complete the trade name.

Art. 3 C. Release of Intakes

C. Release of Intakes

1 Where, in limited liability companies which, at the entry into force of this Law, are entered in the register of trade, the contributions have not been released at the rate of issue of the whole of the social shares, the discharge must be Completed within two years.

2 The partners meet all of the company's obligations under s. 802 of the Code of Obligations as of December 18, 1936 1 , as long as the contributions have not been fully released up to the amount of social capital.


1 RO 53 185

Art. 4 D. Participation and Good of Enjoyment

D. Participation and Good of Enjoyment

1 Shares of limited liability companies which have a nominal value and are on the liabilities side of the balance sheet but do not confer the right to vote (right of participation) are considered, after two years, as social shares with rights Identical heritage, if they are not removed by a reduction in social capital within that period. If the shares are removed, participants must be compensated for their actual value.

2 Decisions taken by the Assembly of partners to that effect may, despite the existence of statutory provisions to the contrary, be taken by an absolute majority of the votes represented.

3 After the entry into force of this Law, the provisions relating to dividend certificates shall apply to shares of limited liability companies which do not appear on the liabilities side of the balance sheet, even if such shares qualify as good attendance. These shares may not have a nominal value and must be qualified as dividend certificates. The qualification of the titles and the articles must be adapted within two years.

Art. 5 E. Specific Social Parts

E. Specific Social Parts

If, before the entry into force of this Law, limited liability companies have acquired their own social shares, they shall dispose of them or remove them by means of a reduction in social capital within two years, provided that their value Nominal exceeds 10 % of social capital.

Art. 6 F. Obligation to make additional payments

F. Obligation to make additional payments

1 The statutory obligations to make additional payments which are provided for before the entry into force of this Law and which exceed twice the nominal value of the social share to which they are attached shall remain valid and May be reduced only in accordance with the procedure laid down in Art. 795 C .

2 In the case of surplus, the new rules shall apply as from the entry into force of this Law, in particular as regards the enforceability of supplementary payments.

Art. 7 G. Review Body

G. Review Body

The provisions of this Law concerning the review body shall be applicable from the year beginning with the entry into force of this Law or the following.

Art. 8 H. Voting rights

H. Voting rights

1 Limited liability companies which, before the entry into force of this Law, have determined the right to vote independently of the nominal value of the shares shall not be required to adapt the corresponding provisions to the requirements Laid down in Art. 806.

2 When new shares are issued, s. 806, para. 2, 2 E Sentence, must be respected in all cases.

Art. J. Adaptation of statutory majority requirements

J. Adaptation of statutory majority requirements

Where a limited liability company has merely reproduced in its statutes the provisions of the old right which provide for qualified majorities for the decisions of the Assembly of partners, the latter may, within two years, decide on the An absolute majority of the voices represented to adapt these statutory provisions to the new regulations.

Art. 10 K. Destruction of shares and shares in the case of sanitation

K. Destruction of shares and shares in the case of sanitation

Where, before the coming into force of this Act, the capital stock or share capital has been reduced to zero and then immediately increased, for the purpose of remediation, the rights of associate of the former shareholders or partners shall be reduced to The coming into force of this Act.

Art. 11 L. Exclusive Right to Registered Trade Reasons L. Exclusive Right to Registered Trade Reasons

L. Exclusive right to registered trade reasons

The exclusive right to trade reasons which have been entered in the Register before the entry into force of this Law shall be governed by Art. 951 of the Code of Obligations as of December 18, 1936 1 .


1 RO 53 185



Transitional provision of the amendment of 17 June 2011 1

The provision of this amendment is applicable from the fiscal year that begins with the coming into force of this amendment or that follows it.



State 1 Er January 2016

Transitional provisions of the amendment of 23 December 2011 1

Art. 1 A. General rule

A. General rule

1 The final title of the Civil Code 1 Is applicable to this Act, subject to the following provisions.

2 The amendment of 23 December 2011 applies as soon as it enters into force for all existing companies.


1 RS 210

Art. 2 B. Commercial accounting and reporting B. Commercial accounting and reporting

B. Commercial accounting and reporting

1 The title thirty-second shall apply from the financial year beginning two years after the entry into force of this amendment.

2 The balance sheet total, turnover and the annual average of full-time jobs in the two years preceding the entry into force of this amendment are decisive for the application of the provisions concerning the accounts of the Large companies.

3 The provisions relating to consolidated accounts shall apply as from the financial year beginning three years after the entry into force of this amendment. The two preceding years are crucial for the release of the obligation to draw up consolidated accounts.

4 In the first application of the provisions relating to the presentation of accounts, the undertaking may waive the reference to the figures for previous years. Secondly, only the figures for the previous year should be mentioned. If the figures for previous years are mentioned, the company may deviate from the principle of permanence of the presentation and the structure of the accounts. This choice must be commented on in the Annex.



Transitional provisions of the amendment of 12 December 2014 1

Art. 1 A. General rule

A. General rule

1 Art. 1 to 4 of the final title of the Civil Code 1 Shall apply to this Law, subject to the following provisions.

2 The provisions of the amendment of 12 December 2014 apply immediately upon its entry into force to all existing companies.


1 RS 210

Art. 2 B. Adaptation of the Statutes and Regulations

B. Adaptation of the Statutes and Regulations

1 Companies which, at the entry into force of the amendment of 12 December 2014, are registered in the register of trade but are not in conformity with the new provisions, are required to adapt their statutes and regulations within a period of two Years.

2 The statutory and regulatory provisions that do not comply with the new regulations remain in effect until their adaptation but not more than two years.

Art. 3 C. Obligations to advertise C. Obligations to advertise

C. Obligations to advertise

1 Persons holding bearer shares upon entry into force of the December 12, 2014 amendment must comply with the obligations to advertise under s. 697 I And 697 J For acquisition.

2 The time limit for the extinguishment of economic rights (Art. 697 M , para. (3) expires six months after the entry into force of the amendment of 12 December 2014.



Final provisions of the eighth and eighth titles Bis 1

Art. 1

Federal Order of June 30, 1972 1 Establishing measures against abuse in the rental sector is repealed.


1 [RO 1972 1531, 1977 1269, 1982 1234, 1987 1189]

Art. 2 To 4

... 1


1 The mod. Can be consulted at the OR 1990 802.

Art. 5

1 The provisions on leave protection in respect of rent leases and on-farm leases for residential or commercial premises apply to all rent and on-farm leases for which leave is granted after the The strength of this Act.

2 Where a rent or farm lease has been terminated prior to the coming into force of this Act and the leave does not have effect until after that date, the time limits for challenging the leave and requesting an extension of the lease (s. 273) shall not begin to run until the coming into force of this Act.

Art. 6

1 This Act is subject to an optional referendum.

2 The Federal Council shall fix the date of entry into force.



1 Introduced by c. II of the LF of 15 Dec. 1989, in effect since 1 Er Jul. 1990 (RO 1990 802: FF 1985 I 1369).

Final and transitional provisions of the tenth title 1

Art. 1 Change CO

Change CO

... 1


1 The mod. Can be consulted at the OR 1971 1461.

Art. 2 Modifying the CC

Modifying the CC

... 1


1 The mod. Can be consulted at the OR 1971 1461.

Art. 3 Amendment of the law on the insurance contract

Amendment of the law on the insurance contract

... 1


1 The mod. Can be consulted at the OR 1971 1461.

Art. 4 Amendment of the Agriculture Act

Amendment of the Agriculture Act

... 1


1 The mod. Can be consulted at the OR 1971 1461.

Art. 5 Amendment of the Labour Law

Amendment of the Labour Law

... 1


1 The mod. Can be consulted at the OR 1971 1461.

Art. 6 Repeal of Federal Law Provisions

Repeal of Federal Law Provisions

The following shall be repealed upon the entry into force of this Law:

1.
Art. 159 and 463 of the Code of Obligations;
2.
Art. 130 of the Federal Act of 13 June 1911 on Insurance in the Case of Illness and Accidents 1 ;
3.
Art. 20 to 26, 28, 29 and 69, para. 2 and 5, of the Federal Act of 18 June 1914 on work in factories 2 ;
4.
Art. 4, 8, para. 1, 2 and 5, 9 and 19 of the Federal Act of 12 December 1940 on homework 3 ;
5.
The Federal Act of 13 June 1941 on conditions of engagement of commercial travellers 4 ;
6.
The federal law of 1 E R April 1949 restricting the right to terminate a contract of employment in the case of military service 5 ;
7.
Art. 96 and 97 of the Federal Act of 3 October 1951 on the improvement of agriculture and the maintenance of the peasant population (Law on agriculture) 6 ;
8.
Art. 32 of the Federal Act of 25 September 1952 on Allowances for Loss of Gain in favour of the Military and the Persons Permanently Bound to Serve in the Organization of Civil Protection 7 ;
9.
Art. 19 of the Federal Act of 28 September 1956 allowing the scope of the collective agreement to be extended 8 ;
10.
Art. 49 of the Federal Act of 23 March 1962 on Civil Protection 9 ;
11.
Art. 20, para. 2, and 59 of the Federal Act of 20 September 1963 on vocational training 10 ;
12.
Art. 64 and 72, para. 2, let. A , The Federal Act of 13 March 1964 on labour in industry, crafts and trade (Labour Act) 11 .

1 [RS 8 283; 1959 888, 1964 961, 1968 66, 1977 2249 ch. I 611, 1978 1836 Annex c. 4, 1982 196 1676 Annex c. 1 2184 art. 114, 1990 1091, 1991 362 ch. II 412, 1992 288 Annex c. 37, 1995 511. RO 1995 1328 Annex c. 1]
2 RS 821.41
3 [RS 8 231; RO 1951 1239 art. 14 al. 2, 1966 57 art. 68. RO 1983 108 art. 21 hp. 3]
4 [RS 2 768; RO 1966 57 art. 69]
5 [RO 1949 II 1394]
6 [RO 1953 1095, 1962 1185 art. 14, 1967 766, 1968 92, 1974 763, 1975 1088, 1977 2249 ch. I 921 942 931, 1979 2060, 1982 1676 Annex c. 6, 1988 640, 1989 504 art. 33 let. C, 1991 362 ch. II 51 857 appendix c. 25 2611, 1992 1860 art. 75 hp. 5 1986 art. 36 al. 1, 1993 1410 art. 92 ch. 4 1571 2080 Annex c. 11, 1994 28, 1995 1469 art. 59 ch. 3 1837 3517 ch. I 2, 1996 2588 Annex c. 2, 1997 1187 1190, 1998 1822 art. 15; RS 2 189 disp. End. And trans. Tit. X, art. 6 hp. 7. RO 1998 3033 Annex let. C].
7 RS 834.1 Currently "LF on benefits for loss of earnings in the case of service and maternity".
8 RS 221.215.311
9 [RO 1962 1127, 1964 423 art. 22 al. 2 let. B, 1968 81 1065 art. 35, 1969 318 hp. III, 1971 751, 1978 50 570, 1985 1649, 1990 1882 appendix c. 7, 1992 288 Annex c. 22, 1993 3043 Annex, c. 3. RO 1994 2626 art. 71]
10 [RO 1965 325, 1968 87, 1972 1709, 1975 1078 hp. III, 1977 2249 ch. I 331. RO 1979 1687 art. 75]
11 RS 822.11 Art. 64 currently has a new content.

Art. 7 Adaptation of legal relationships born under the former right

Adaptation of legal relationships born under the former right

1 Labour contracts (individual contracts of employment, contracts-types of work and collective labour agreements) that exist at the time of entry into force of this Law shall be adapted to its provisions within the period of one year; Past this period, this Law shall apply to all contracts of employment.

2 The pre-need institutions for staff that exist at the time of entry into force 1 Of this Law shall, until 1 Er January 1977, adapt their statutes or regulations, observing the prescribed form requirements for their amendment, to s. 331 A , 331 B And 331 C ; these apply as early as 1 Er January 1977 to all institutions of foresight. 2


1 1 Er Jan 1972
2 New content according to the c. I of the PMQ of 25 June 1976, in force since 1 Er Jan 1977 (RO) 1976 1972; FF 1976 I 1273).

Art. 8 Coming into Force Coming into Force

Entry into force

The Federal Council shall fix the date of entry into force of this Law.



1 Introduced by c. II of the PMQ of 25 June 1971, in force since 1 Er Jan 1972 (RO) 1971 1461; FF 1967 II 249).

Final provisions of Chapter IV of the title thirteenth 1

Art. 1 Transitional arrangements

Transitional arrangements

1 Art. 418 D , para. 1, 418 F , para. 1, 418 K , para. 2, 418 O , 418 P , 418 R And 418 S Apply immediately to agency contracts already entered into at the coming into force of the new Act.

2 Agency contracts already concluded upon the entry into force of the new law will have to be adapted to its provisions within the two-year time limit. After the expiry of this period, the new law will also apply to previously concluded agency contracts.

3 Unless otherwise agreed, the provisions of this Chapter shall also apply, after the expiry of the two-year period, to contracts already concluded at the entry into force of the new Act by persons who are merely incidental to the Profession of agent.

Art. 2 B. Privilege in Bankruptcy

B. Privilege in Bankruptcy

... 1


1 The mod. Can be consulted at the OR 1949 I 813.

Art. 3 C. Coming into Force C. Coming into Force

C. Coming into force

The Federal Council shall fix the date of entry into force of this Law.



1 Introduced by c. II of the PMQ of 4 February 1949, in force since 1 Er Jan 1950 (RO) 1949 I 813; FF 1947 III 681).

Transitional provisions of the title twentieth 1

1 The provisions of the new law shall apply to all bonds given after the entry into force of this Law.

2 They are applicable to previously given bonds only for events that occur subsequently and with the following restrictions:

1.
New art. 492, para. 3, 496, para. 2, 497, para. 3 and 4, 499, 500, 501, al. 4, 507, para. 4 and 6, 511, para. 1, are not applicable;
2.
The provisions of new s. 493 on the form and 494 on the consent of the spouse are only applicable to them as they relate to subsequent changes to the bond;
3.
Art. 496, para. 1, is applicable to them in that the surety may be sought not only before the debtor and before the completion of the real estate contracts, but also before the completion of the other guarantees, provided that the debtor is late in payment Of his debt and was summoned in vain to pay or that his insolvency is well known;
4.
For notice of delay in s. 505, para. 1, a period of six months from the beginning of the delay, but at least three months after the entry into force of the law is guaranteed to the creditor;
5.
Art. 505, para. 2, shall apply only to bankruptcies and conditional stays of at least three months after the entry into force of the law;
6.
The period specified in s. 509, para. 3, is limited to the day of the coming into force of the Act.

3 Art. 77 to 80 of the Customs Act of 18 March 2005 2 Are reserved. 3

4 The Federal Council shall fix the date of entry into force of this Law.


1 Introduced by c. II of the 10 Dec LF. 1941, in force since 1 Er Jul. 1942 (RO 58 279 290 646; FF 1939 II 857).
2 RS 631.0
3 New content according to Annex c. 2 of the PMQ of 18 March 2005 on customs, in force since 1 Er May 2007 ( RO 2007 1411 ; FF 2004 517 ).


State 1 Er January 2016

Final and transitional provisions for titles twenty-fourth to thirty-third 1

Art. 1 Application of the final title

Application of the final title

The provisions of the final title of the Civil Code 1 Shall apply to matters governed by this Law.


1 RS 210

Art. 2 B. Adaptation of the societies of the former right to the new legal regime/I. In general

B. Adaptation of the societies of the old right to the new legal regime

I. In general

1 Public limited-liability companies, limited partnerships and cooperative corporations registered on the commercial register at the time of entry into force of this Law, and which do not comply with the rules of this Law, shall be kept Adapt their statutes to the requirements of the new legislation within five years.

2 During this period, they remain subject to the former right, as their statutes derogate from the new legislation.

3 Those who do not regulate their situation before the expiry of the time limit shall automatically be declared to be dissolved by the trade register.

4 The Federal Council may, in a specific case, extend the application of the old law to cooperative insurance and credit societies. The application must be made before the expiration of three years from the entry into force of the Act.

Art. 3 B. Adaptation of the Companies of the Old Law to the New Legal Regime/II. Charitable funds

II. Charitable funds 1

If, prior to the coming into force of this Act, limited partnerships, limited partnerships, and cooperative corporations have, before the coming into force of this Act, property in a recognizable manner in the creation and support of charitable organizations 2 For the benefit of employees, workers or members, they are required to adapt these funds within five years to the provisions of s. 673 3 And 862 4 .


1 Currently "foresight" (LF of 21 March 1958; RO 1958 389).
2 Currently "foresight" (LF of 21 March 1958; RO 1958 389).
3 This article currently has a new content.
4 This article currently has a new content.

Art. 4 1

1 Repealed by c. 2 of the annex to the PMQ of 3 Oct. 2003 on fusion, with effect from 1 Er Jul. 2004 ( RO 2004 2617 ; FF 2000 3995 ).

Art. 5 C. Balance sheet rules/I. Derogation in the event of an economic crisis

C. Balance sheet rules

I. Derogation in case of economic crisis

1 Where extraordinary economic difficulties so require, the Federal Council may prescribe that persons and corporations required to take stock shall have the right to derogate from the rules laid down in this Code in respect of the balance sheet. The decision must be published.

2 Where such a decision has been applied for the establishment of a balance sheet, reference shall be made in the balance sheet.

Art. 6 1

1 Not applicable.

Art. 7 D. Responsibility of members of a cooperative corporation

D. Responsibility of members of a cooperative corporation

1 The amendments under this Law to the liability of members of cooperative societies shall not affect the rights of existing creditors when the new legislation comes into force.

2 Cooperative societies whose members personally meet social commitments only under s. 689 of the Code of Obligations to Date 1 Remain for five years subject to audit code.

3 During this period, the general meeting may, by an absolute majority of the votes, totally or partially exclude or expressly state individual responsibility. The provision of art. 889, para. 2, relative to the output is not applicable.


1 RO 27 321

Art. 8 E. Trade reasons

E. Trade reasons

1 The reasons for trade existing at the time of entry into force of this Law and which would not be in conformity with its provisions may subsist without change for two years from that moment.

2 However, if they are subject to any change, they must be brought into line with the rules of the new legislation.

Art. F. Values-values/I. Nominal titles

F. Values-Values

I. Nominal titles

The savings and deposit box, the savings and deposit certificates, created as nominal securities before the coming into force of the new legislation, are governed by the provisions of Art. 977 relating to the cancellation of securities even if the debtor has not expressly reserved, in the title, the right to pay without the debtor being presented or cancelled.

Art. 10 F. Values/Values/II. Actions/1. Nominal value

II. Actions

1. Nominal value

Shares issued prior to the coming into force of this Act may:

1.
Maintain a nominal value of less than 100 francs;
2.
Be reduced within three years of the entry into force of this Law, at a nominal value of less than 100 francs in the case of a reduction in social capital.
Art. 11 F. Values/Values/II. Actions/2 Bearer shares not fully released

2. Bearer shares not fully released

1 The provisional bearer shares and certificates issued before the entry into force of this Law shall not be subject to the provisions of Art. 683 and 688, para. 1 and 3.

2 The rights and obligations of policyholders and acquirers of these securities are governed by the law so far in force.

Art. 12 F. Values/Values III. Exchange Letters and Cheques

III. Exchange Letters and Cheques

Foreign exchange letters and cheques created prior to the entry into force of this Law shall be subject, for all their effects, to the old law.

Art. 13 G. Community of Creditors

G. Community of Creditors

The provisions of the order of 20 February 1918 1 On the community of creditors in bond borrowings, as well as the additional orders of the Federal Council 2 , remain applicable to cases that have been settled under their empire.


1 [RO 34 231, 35 301, 36 637 913]
2 [RO 51 684, 53 454, 57 1549, 58 936, 62 1072, 63 1343]

Art. 14 1 H. ...

H. ...


1 Repealed by c. I let. C of the annex to the LF of 18 Dec. 1987 on private international law, with effect from 1 Er Jan 1989 (RO) 1988 1776; FF 1983 I 255).

Art. 15 J. Amendments to the Law on the Prosecution of Debts and Bankruptcy

J. Amendments to the Law on the Prosecution of Debts and Bankruptcy

... 1


1 The mod. Can be consulted at the OR 53 185.

Art. 16 K. Report with the Bank Act/I. General reserve

K. Report with the Bank Act

I. General reserve

Demits reserved the requirements of the Federal Act of 8 November 1934 on banks and savings banks 1 .


Art. 17 K. Report with the Bank Act/II. Amendment of Certain Requirements

II. Amendment of Certain Requirements

... 1


1 The mod. Can be consulted at the OR 53 185.

Art. 18 L. Repeal of Federal Civil Law

L. Repeal of Federal Civil Law

As from the entry into force of this Law, all the provisions contrary to federal civil law, in particular the third part of the Federal Code of Obligations, of 14 June 1881, are repealed. 1 , entitled: "Commercial companies, securities and business reasons" (art. 552 to 715, 720 to 880).


1 [RO 5 577, 11 449; 2 776 art. 103 al. 1. RS 2 3 tit. End. Art. 60 al. 2]

Art. 19 M. Coming into force of this Act M. Entry into force of this Act

M. Entry into force of this Law

1 This Law shall enter into force on 1 Er July 1937.

2 Except Chapter Concerning the Community of Creditors in Bond Borrowings (Art. 1157 to 1182), the entry into force of which will be determined by the Federal Council. 1

3 The Federal Council shall be responsible for the implementation of this Law.


1 This chapter has been implemented according to the text of 1 Er April 1949 (RO 53 185).



1 Introduced by the LF of 18 Dec. 1936 (RO 53 185; FF 1928 I 233, 1932 I 217).

Final provisions of the title twenty-sixth 1

Art. 1 A. Final Title of the Civil Code

A. Final Title of the Civil Code

The final title of the Civil Code 1 Is applicable to this Act.


1 RS 210

Art. 2 B. Adaptation to the new legal regime/I. In general

B. Adaptation to the new legal regime

I. In general

1 Anonymous companies and limited partnerships registered in the Register of Trade at the time of entry into force of this Law and who do not comply with the rules of this Law shall be obliged to adapt their statutes to the requirements of New legislation within five years.

2 Companies that, despite an official summation published several times in the Official Swiss Trade Sheet And in the Official Cantonal Papers shall not adapt their statutes within five years to the provisions on minimum capital, the minimum amount of discharge and the right of participation and enjoyment shall be dissolved by the judge at the request of the Trade registry operator. The judge may set an additional period of not more than six months. Companies incorporated before 1 Er January 1985 are not required to adapt their statutory minimum capital provisions. Corporations with equity in excess of twice the share capital at 1 Er January 1985 is not required to adjust to the legal limit.

3 The other statutory provisions incompatible with the new legal regime remain in force until their adaptation, but at most for five years.

Art. 3 B. Adaptation to the new legal regime/II. Special provisions/1. Participation and enjoyment

II. Special provisions

1. Participation and enjoyment

1 Art. 656 A , 656 B , para. 2 and 3, 656 C And 656 D , and 656 G Apply to existing companies as of the entry into force of this Law, even in the event of non-conformity of the articles or conditions of issue. They apply to all securities designated as equity or dividend certificates that have a nominal value and are charged to the liabilities of the balance sheet.

2 As regards the titles referred to in para. 1, companies must, within five years, transcribe the conditions of issue into the articles and adapt them to the art. 656 F , request the necessary entries in the register of trade and qualify the outstanding securities in circulation that are not designated as such.

3 Securities other than those mentioned in para. 1 are subject to the new Good of Enjoyment provisions, even if they qualify as participation vouchers. They must be qualified in accordance with the new law within five years and can no longer have a nominal value. The statutes must be amended accordingly. Conversion to good attendance is reserved.

Art. 4 B. Adaptation to the new legal regime/II. Specific provisions/2. Refusal of owners of registered shares

2. Refusal of owners of registered shares

In addition to art. 685d, para. 1, the corporation may, by virtue of a statutory provision, refuse the recipient of publicly traded securities for as long as their acceptance could prevent the corporation from producing the evidence required by the legislation The federal composition of the shareholders' circle.

Art. 5 B. Adaptation to the new legal regime/II. Special provisions/3. Preferred voting rights

3. Preferred Voting Shares

Corporations that, pursuant to s. 10 of the final and transitional provisions of the Federal Act of 18 December 1936 on the revision of headings twenty-fourth to thirty-third of the Code of Obligations 1 , have held preferred voting shares with a nominal value of less than 10 francs and the companies whose largest shares have a nominal value higher than ten times that of the smallest, do not have the obligation Adapt their statutes to s. 693, para. 2, second sentence. However, they can no longer issue new shares for which the nominal value is more than ten times the nominal value of the smallest or less than 10 % of the nominal value of the largest.


1 Hereby.

Art. 6 B. Adaptation to the new legal regime/II. Special provisions/4. Qualified Majorities

4. Qualified Majorities

If a company, by simply reproducing the provisions of the old right, has included in its statutes, for certain decisions, the provisions relating to qualified majorities, it may within one year after the entry into force of that law Decide to adapt to the new right by an absolute majority of the votes represented at the general meeting.

Art. 7 C. Amendment of Federal Laws

C. Amendment of Federal Laws

... 1


1 The mod. Can be consulted at the OR 1992 733.

Art. 8 D. Referendum

D. Referendum

This Act is subject to an optional referendum.

Art. E. Entry into force E. Entry into force

E. Entry into force

The Federal Council shall fix the date of entry into force.



1 Introduced by c. III of the 4 Oct LF. 1991, in force since 1 Er Jul. 1992 (RO 1992 733; FF 1983 II 757).

Final provisions of chapter II of the title Thirty-fourth 1

1. And 2. 2
3.
The decisions of the community voted under the former right remain valid under the new law.
Decisions taken after the entry into force of this Law shall be subject to the requirements of the new law.
However, where a debtor has already benefited, by virtue of decisions of the community under the former right, equal or equal facilities to those provided for in s. 1170, it will be treated fairly in the application of this provision.
In addition, the final and transitional provisions of the Federal Act of 18 December 1936 revising headings twenty-fourth to thirty-third of the Code of Obligations are applicable.
4.
This Act repeals all provisions to the contrary, including the Order of the Federal Council of February 20, 1918 3 On the community of creditors in bond borrowings.
5.
The Federal Council shall fix the date of entry into force of this Law.

Table of Contents

General Conditions Art. 1

2. Reserved Secondary Points Art. 2

1. Offer with time to accept Art. 3

2. Offer without delay to accept

A. Between Present Art. 4

B. Absent Art. 5

3. Tacit Acceptance Art. 6

3 A . Sending unordered things Art. 6 A

4. Offer without commitment and public offerings Art. 7

5. Public Promises Art. 8

6. Withdrawal of Offer and Acceptance Art. 9

III. Time The Effects of a Contract Between Absentees Art. 10

I. General Rule and Scope of Prescribed Forms Art. 11

1. Form required by law

A. Scope Art. 12

B. Its elements Art. 13

C. Signature Art. 14

D. Marks that may replace the signature Art. 15

2. Form reserved in the contract Art. 16

C. Cause of the Obligation Art. 17

D. Interpretation of contracts; simulation Art. 18

I. Elements Art. 19

II. Invalidity Art. 20

III. Injury Art. 21

IV. Promise of contract Art. 22

1. Effects of Mistake Art. 23

2. Error Cases Art. 24

3. Action contrary to the rules of good faith Article 25

4. Error in negligence Art. 26

5. Intermediary error Art. 27

II. Dol Art.

1. Conclusion of the contract Art. 29

2. Elements of the founded fear Art. 30

IV. Consent Covered by the Ratification of the Contract Art. 31

1. In general

A. Effects of representation Art. 32

(b) Scope of powers Art. 33

2. Powers arising from a legal act

A. Restriction and revocation Art. 34

B. Effects of death, disability, etc. Art. 35

C. Restitution of the title of authority Art. 36

D. Timing from which the extinguishment of powers shall have effect Art. 37

Ratification Art. 38

2. Failing Ratification Art. 39

III. Special reserved provisions Art. 40

I. Scope Art. 40 A

II. Principle Art. 40 B

III. Exceptions Art. 40 C

IV. Obligation to inform Art. 40 D

1. Form and Time Frame Art. 40 E

2. Consequences Art. 40 F

Art. 40 G

I. Conditions of Liability Art. 41

II. Fixing of the Injury Art. 42

III. Fixing of compensation Art. 43

IV. Reduction of compensation Art. 44

1. Man's death and bodily harm

A. Damages in case of death Art. 45

B. Damages in case of bodily harm Art. 46

C. Moral repair Art. 47

2. ... Art. 48

3. Infringement of personality Art. 49

(1) In the case of an unlawful act Art. 50

2. Contests of Various Causes of Injury Art. 51

VII. Self-defence, necessity, authorized use of force Art. 52

VIII. Relationship between civil law and criminal law Art. 53

B. Responsibility of persons incapable of discernment Art. 54

C. Responsibility of the Employer Art. 55

I. Damages Art. 56

II. Right to take over animals Art. 57

I. Damages Art. 58

II. Safety measures Art. 59

F. Signing Key Responsibility Art. 59 A

G. Prescription Art. 60

H. Liability of civil servants and public employees Art. 61

I. Generally Art. 62

II. Payment of Unfair Art. 63

I. Defendant's obligations Art. 64

II. Rights resulting from awards Art. 65

C. Excluded Repeating Art. 66

D. Limitation period Art. 67

I. Execution by the debtor himself Art. 68

1. Partial payment Art. 69

2. Indivisible obligation Art. 70

3. Debt of an indeterminate position Art. 71

4. Alternative obligations Art. 72

5. Interest Art. 73

B. Place of Implementation Art. 74

I. Without term obligations Art. 75

1. Monthly terms Art. 76

2. Other terms Art. 77

3. Sunday and public holidays Art. 78

III. Hours spent on business Art. 79

IV. Extension of term Art. 80

V. Early execution Art. 81

(1) Method of enforcement Art. 82

2. Unilateral Termination in Case of Insolvency Art. 83

I. Domestic currency Art. 84

1. In the case of partial payment Art. 85

2. If there are several debts

A. According to the statement of the debtor or creditor Art. 86

B. According to the law Art. 87

1. Right to require them Art. 88

2. Effects Art. 89

3. Impossibility of submitting the title Art. 90

I. Conditions Art. 91

1. When the subject matter of the obligation is one thing

A. Right to record Art. 92

B. Right to sell Art. 93

C. Right to withdraw the recorded thing Art. 94

2. When the subject matter of the obligation is not something Art. 95

F. Impeded for other causes Art. 96

1. Generally Art. 97

2. Obligations to do and not to do Art.

1. Generally Art. 99

2. Exclusive Convention of Liability Art. 100

3. Responsibility for auxiliaries Art. 101

I. Conditions Art. 102

Liability for fortuitous cases Art. 103

2. Moratorium Interest

A. Generally Art. 104

B. Reminator for interest, arrears and amounts of money Art. 105

3. Supplementary Injury Art. 106

4. Right of termination

A. With a time limit Art. 107

B. Immediate Termination Art. 108

C. Effects of termination Art. 109

Subrogation Art. 110

B. Fort Art. 111

I. Generally Art. 112

II. In the case of civil liability covered by insurance Art. 113

A. Extinction of accessories of the obligation Art. 114

B. Conventional surrender Art. 115

I. Generally Art. 116

II. Current Account Art. 117

D. Confusion Art.

E. Impossibility of enforcement Art. 119

1. In general Art. 120

2. Bond Art. 121

3. Stipulations for Others Art. 122

4. In the event of the debtor's bankruptcy Art. 123

II. Effects Art. 124

III. Non-compensable claims Art. 125

IV. Waiver Art. 126

1. Ten years Art. 127

2. Five years Art. 128

3. Lapses of Requirements Art. 129

4. Commencement of prescription

A. Generally Art. 130

B. In respect of periodic benefits Art. 131

5. Delaptation of Time Limits Art. 132

II. Limitation of accessories Art. 133

III. Preventing and suspending the limitation period Art. 134

1. Interruptive acts Art. 135

2. Effects of Interruption of Coercs Art. 136

3. Start of new delay

A. Recognition or judgment Art. 137

(b) Creditor's fact Art. 138

V. ... Article 139

VI. Creance guaranteed by pledge of furniture Art. 140

VII. Waiver of prescription Art. 141

VIII. Invocation of the prescription Art. 142

I. Conditions Art. 143

1. Effects

A. Debtor's liability Art. 144

(b) Exceptions from co-debtors Art. 145

C. Made by one of the co-debtors Art. 146

2. Extinguishment of the solidarity obligation Art. 147

1. Sharing of solidarity Art. 148

2. Subrogation Art. 149

B. Active Solidarity Art. 150

I. Generally Art. 151

II. While the Term is Outstanding Art. 152

III. Profit withdrawn in the meantime Art. 153

B. Condition solvable Article 154

I. Fulfillment of the Term Article 155

II. Fraudulent Fraud Art. 156

III. Prohibited Conditions Art. 157

A. Judgments and Disdit Art. 158

B. ... Art. 159

Relationship between punishment and enforcement Art. 160

Relationship between the penalty and the damage Art. 161

3. Right of Creditor to Partial Disbursement in Case of Termination Art. 162

II. Amount, invalidity and reduction of sentence Art. 163

1. Voluntary Assignment

A. Eligibility Art. 164

B. Form of the contract Art. 165

2. Legal or Judicial Assignment Art. 166

1. Situation of the debtor assigned

A. Payment in good faith Art. 167

B. Refusal of payment and consignment Art. 168

(c) Exceptions by the debtor Art. 169

2. Transfer of ancillary rights, titles and means of proof Art. 170

3. Warranty

A. Generally Art. 171

B. Assignment as Payment in Payment Art. 172

C. Scope of the guarantee Art. 173

III. Special rules reserved Art. 174

I. Debtor and resuming Art. 175

1. Offer and acceptance Art. 176

2. Offer cancelled Art. 177

1. Debt accessories Art. 178

2. Exceptions Article 179

IV. Cancellation of the contract Art. 180

V. Assignment of a Heritage or a Business with Assets and Liabilities Art. 181

VI. ... Art.

VII. In relation to real estate shares and sales Art. 183

A. Rights and obligations of the parties; generally Art. 184

B. Profits and risks Art. 185

C. Reserved cantonal legislation Art. 186

A. Object Art. 187

Fee for grant of grant Art. 188

2. Transportation costs Art. 189

3. Seller's Applicant

A. In commercial sales Art. 190

B. Damages and their calculation Art. 191

1. Obligation to guarantee Art. 192

2. Procedure

A. Denunciation of proceedings Art. 193

B. Abandonment of thing without judicial decision Art. 194

3. Buyer's Rights

A. In case of total eviction Art. 195

B. In case of partial eviction Art. 196

C. Cultural Property Art. 196 A

1. Purpose of Warranty

A. Generally Art. 197

B. In Cattle Trade Art. 198

2. Excluded Guarantee Art. 199

3. Known Defects of Buyer Art. 200

4. Verification of the thing and notice to the seller

A. Generally Art. 201

B. In Cattle Trade Art. 202

5. Effects of seller's dol Art. 203

6. Remote Sales Art. 204

7. Warranty Action

A. Termination of sale or reduction of price Art. 205

B. Replacement of the sold thing Art. 206

C. Termination in case of loss of thing Art. 207

8. Effects of termination

A. Generally Art. 208

B. Termination in case of sale of several things Art. 209

9. Limitation period Art. 210

I. Payment and Acceptance of the Prize Art. 211

II. Determination of price Art. 212

III. Eligibility and Interest in the Sale Price Art. 213

1. Right of termination of the seller Art. 214

2. Damages and their calculation Art. 215

A. Form of the contract Art. 216

A Bis . Duration and Annotation Art. 216 A

A Ter . Transmissibility by succession and transferability Art. 216 B

I. Case of Preemption Art. 216 C

II. Effects of the Preemption Case, Conditions Art. 216 D

III. Exercise, pre-emption Art. 216 E

B. Conditional Sale and Ownership Art. 217

C. Agricultural furniture Art. 218

D. Guarantee Section 219

E. Profits and risks Art. 220

F. Return to the Rules of the Moveable Sale Art. 221

A. Sale on sample Art. 222

I. Its Nature Art. 223

II. Examination by the seller Art. 224

III. Examination by the purchaser Art. 225

Repealed Art. 226

C. ... Art. 226 A At 226 D

Repealed Art. 226 E

Repealed Art. 226 F At 226 K

Repealed Art. 226 L

Repealed Art. 226 M

Repealed Art. 227

Repealed Art. 227 A To 227 I

Repealed Art. 228

I. Conclusion of Sale Art. 229

II. Invalidity of auctions Art. 230

1. Generally Art. 231

2. Adjudication of buildings Art. 232

IV. Cash payment Sec. 233

V. Guarantee Section 234

VI. Transfer of Ownership Art. 235

VII. Cantonal law Art. 236

A. Reference to the Rules of Sale Art. 237

B. Security Art. 238

A. Its subject matter Art. 239

I. Disposition of Art. 240

II. To receive Art. 241

I. Donation Art. 242

II. Promise to give Art. 243

III. Effects of Acceptance Art. 244

I. Generally Art. 245

II. From their execution Art. 246

III. Right of return Art. 247

E. Donor liability Art. 248

I. Return of donated property Art. 249

II. Revocation of the Promise to Give and Refusal of Execution Art. 250

III. Limitation and transfer of action to heirs Art. 251

IV. Death of donor Art. 252

I. Definition Article 253

1. Provisions concerning leases of houses and commercial premises Art. 253 A

2. Provisions concerning protection against abusive rent Art. 253 B

B. Linked transactions Art. 254

C. Term of the Lease Art. 255

I. Generally Art. 256

II. Obligation to inform Art. 256 A

III. Public contributions and charges Art. 256 B

1. Rent Art. 257

2. Incidental expenses

A. In general Art. 257 A

B. Habitations and commercial premises Art. 257 B

3. Terms of payment Art. 257 C

4. Remains of Lessee Art. 257 D

II. Security Interests Provided by the Lessee Art. 257 E

III. Diligence and respect for neighbours Art. 257 F

IV. Obligation to notify Lessor Art. 257 G

V. Obligation to tolerate reparations and inspections Art. 257 H

F. Inperformance or improper performance of the contract in the grant of the thing Art. 258

I. Obligation of the tenant to make the cleaning and repair works Art. 259

1. Generally Art. 259 A

2. Discount

A. Principle Art. 259 B

(b) Exception Art. C

3. Rent reduction Art. 259 D

4. Damages Art. 259 E

5. Prosecution of trial Art. 259 F

6. Rent logging

A. Principle Art. 259 G

B. Releasing recorded rents Art. 259 H

C. Procedure Art. 259 I

I. By Lessor Art. 260

II. By Lessee Art. 260 A

I. Alienation of thing Art. 261

II. Limited real rights Art. 261 A

III. Annotation to the Land Registry Art. 261 B

K. Under-leasing Art. 262

L. Transfer of Lease to Third Party Art. 263

M. Early return of thing Art. 264

N. Compensation Art. 265

I. Expiry of the agreed duration Art. 266

1. In general Art. 266 A

2. Buildings and Moveable Buildings Art. 266 B

3. Habitations Art. 266 C

4. Commercial premises Art. 266 D

5. Furnished rooms and parking places Art. 266 E

6. Securities Art. 266 F

1. Justites Art. 266 G

2. Lessee's Bankruptcy Art. 266 H

3. Death of Lessee Art. 266 I

4. Moveable Art. 266 K

1. In general Art. 266 L

2. Family housing

A. Leave provided by the tenant Art. 266 M

B. Fillet provided by the lessor Art. 266 N

3. Invalidity of Leave Art. 266 O

I. Generally Art. 267

II. Verification of the condition of thing and notice to the tenant Art. 267 A

I. Purpose Art. 268

II. Third-party shoses Art. 268 A

III. Exercise of law Art. 268 B

Rule Art. 269

II. Exceptions Art. 269 A

B. Indexed Rents Art. 269 B

C. Staggered loyers Art. 269 C

D. Rent Increases and Other Unilateral Changes to the Contract by Lessor Art. 269 D

1. Initial Rent Art. 270

2. Under Lease Art. 270 A

II. Challenge of rent increases and other unilateral changes to the contract Art. 270 B

III. Dispute of Indexed Rents Art. 270 C

IV. Rent Rent Challenge Art. 270 D

F. Validity of the Lease during Challenge Procedure Art. 270 E

I. Generally Art. 271

II. Fillet provided by Lessor Art. 271 A

I. Right of the Lessee Art. 272

II. Exclusion of extension Art. 272 A

III. Duration of extension Art. 272 B

IV. Validity of Lease Art. 272 C

V. Leave granted during the extension Art. 272 D

C. Time Limits and Procedure Art. 273

D. Housing of the family Art. 273 A

E. Sublease Art. 273 B

F. Mandatory provisions Art. 273 C

Articles 274 to 274 G

Definition Art. 275

1. Habitations and commercial premises Art. 276

2. Agricultural garlic Art. 276 A

B. Inventory Art. 277

I. Issuance of the thing Art. 278

II. Great Repairs Art. 279

III. Public contributions and expenses Art. 280

1. Generally Art. 281

2. Remains of farmer Art. 282

1. Diligence and respect for neighbours Art. 283

2. Maintenance of the thing Art. 284

3. Violation of his duties by the farmer Art. 285

III. Obligation to notify Landlord Art. 286

IV. Obligation to tolerate repairs and inspections of the thing Art. 287

E. Rights of the farmer in the event of non-performance or defects Art. 288

I. By Lessor Art. 289

II. By the farmer Art. 289 A

G. Change of Ownership Art. 290

H. Underfirming Article 291

J. Transfer of Lease to Third Party Art. 292

K. Early return of thing Art. 293

L. Compensation Art. 294

I. Expiry of the agreed duration Art. 295

II. Time Limits and Leave Article 296

1. Justites Art. 297

2. Farmer's Bankruptcy Art. 297 A

3. Death of a farmer Art. 297 B

IV. Form of Leave for Houses and Commercial Premises Art. 298

I. Generally Art. 299

II. Verification of the state of the thing and advice to the farmer Art. 299 A

III. Replacement of Inventory Items Art. 299 B

O. Right of retention Art. 299 C

P. Protection against leave in respect of leases of houses or commercial premises Art. 300

Q. Procedure Art. 301

I. Rights and obligations of the farmer Art. 302

II. Liability Art. 303

III. Termination Art. 304

A. Definition Art. 305

I. Borrower's Rights Art. 306

II. Maintenance costs Art. 307

III. Joint and several liability Article 308

I. In case of loan for an agreed use Art. 309

II. In case of loan for undetermined use Art. 310

III. Death of Borrower Art. 311

A. Definition Art. 312

1. When they are due Art. 313

2. Rules concerning interest Art. 314

II. Limitation of the Right to Grant and Acceptance Art. 315

III. Borrower's Insolvency Art. 316

C. Values or Goods Issued in Place of Cash Art. 317

D. Time of restitution Art. 318

Definition Art. 319

II. Training Art. 320

I. Personal Work Art. 321

II. Diligence and faithfulness to observe Art. 321 A

III. Obligation to account and return Art. 321 B

IV. Additional Hours of Work Art. 321 C

General guidelines and instructions to be observed Art. 321 D

VI. Responsibility of the worker Art. E

Nature and amount in general Art. 322

2. Participation in the result of exploitation Art. 322 A

3. Provision

A. Birth of the right to the provision Art. 322 B

B. Discount Art. 322 C

4. Gratification Article 322 D

1. Time Limits and Payment Term Art. 323

2. Payroll deduction Art. 323 A

3. Wage guarantee Art. 323 B

1. In the case of an employer's residence Art. 324

2. In case of incapacity of the worker

A. Principle Art. 324 A

B. Exceptions Art. 324 B

IV. Assignment and pledging of claims Art. 325

1. Provision of work Art. 326

2. Salary Art. 326 A

1. Work Instruments and Materials Art. 327

2. Fees

A. Generally Art. 327 A

B. Motor vehicle Art. 327 B

C. Deadline Art. 327 C

1. Generally Art. 328

2. Domestic Community Art. 328 A

3. When processing personal data Art. 328 B

1. Leave Art. 329

2. Vacation

A. Duration Art. 329 A

B. Reduction Art. 329 B

C. Continuity and Date Art. 329 C

D. Salary Section 329 D

3. Leave for extra-curricaged youth activities Art. 329 E

4. Maternity leave Art. 329 F

1. Security Art. 330

2. Certificate Art. 330 A

3. Obligation to inform Art. 330 B

I. Employer's obligations Sec. 331

II. Start and end of foresight Art. 331 A

III. Assignment and pledging Art. 331 B

IV. Reservations for health reasons Art. 331 C

1. Pledging Art. 331 D

2. Early Entitlement Art. 331 E

3. Limitations on the discovery of the provident institution Art. 331 F

E. Right to Inventions and Designs Art. 332

Repealed S. 332 A

Effects Art. 333

2. Consultation on the representation of workers Art. 333 A

3. Transfer of business due to insolvency Art. 333 B

I. Term contract Art. 334

1. Leave in general Art. 335

2. Time Limits for Leave

A. Generally Art. 335 A

B. During Test Time Art. 335 B

C. After trial time Art. 335 C

1. Definition Art. 335 D

2. Scope Art. 335 E

3. Consultation on the representation of workers Art. 335 F

4. Procedure Art. 335 G

5. Social Plan

Definition and principles Art. 335 H

B. Obligation to negotiate Art. 335 I

C. Social plan established by arbitration award Art. 335 J

D. Dismissal during a bankruptcy or concordat procedure Art. 335 K

1. Abuse

A. Principle 336

B. Sanction S. 336 A

C. Procedure Art. 336 B

2. Inappropriate Termination

A. By the employer Art. 336 C

B. The worker Art. 336 D

1. Conditions

(a) Reasons Art. 337

B. Insolvency of the employer Art. 337 A

2. Consequences

A. Termination justified Art. 337 B

B. Unjustified Termination Art. 337 C

C. Non-entry into service or unjustified abandonment of employment Art. 337 D

1. Death of the worker Art. 338

2. Death of the employer Art. 338 A

1. Eligibility of claims Art. 339

2. Restitution Art. 339 A

3. Benefit Due to Long Working Reports

A. Conditions Art. 339 B

B. Amount and maturity Art. 339 C

C. Replacement benefits Art. 339 D

1. Conditions Art. 340

2. Limitations S. 340 A

3. Consequences of Contraventions Art. 340 B

4. End Art. 340 C

H. Impossibility of waiver and limitation Art. 341

I. Reservation in favour of public law; effects of civil law Art. 342

Repealed S. 343

Definition Art. 344

Training and Project Art. 344 A

1. Special obligations of the person in training and his legal representative Art. 345

2. Employer's Special Obligations Art. 345 A

1. Early Termination Art. 346

2. Certificate of Learning Art. 346 A

Definition Art. 347

2. Training and Purpose Art. 347 A

1. Special obligations Article 348

2. Ducroire Art. 348 A

3. Powers Article 348 B

1. Activity radius Art. 349

2. Salary

A. Generally Art. 349 A

B. Provision Art. 349 B

C. Preventing travel Art. 349 C

3. Fees Art. 349 D

4. Right of retention Art. 349 E

1. Special case of termination Art. 350

2. Special Consequences Art. 350 A

1. Definition Art. 351

2. Communication of working conditions Art. 351 A

1. Enforcement of Work Art. 352

2. Work Equipment and Instruments Art. 352 A

1. Acceptance of Work Product Art. 353

2. Salary

A. Payment Art. 353 A

B. In case of incapacity to work Art. 353 B

IV. End Art. 354

Art.

Definition and subject matter Art. 356

2. Freedom to join an organisation and to practise the profession Art. 356 A

3. Submission to the Convention Art. 356 B

4. Form and Duration Art. 356 C

1. In respect of employers and workers bound by the Convention Art. 357

2. In respect of the parties Art. 357 A

(3) Common performance Art. 357 B

III. Relation to the Imperative Right Art. 358

I. Definition and subject matter Article 359

II. Competent Authorities and Procedure Art. 359 A

III. Effects Art. 360

1. Conditions Art. 360 A

2. Tripartite Commissions Art. 360 B

3. Feature Secret Art. 360 C

4. Effects Art. 360 D

5. Quality for action of associations Art. 360 E

6. Communication Art. 360 F

A. Provisions not to be derogated from or to the detriment of the employer or the worker Art. 361

B. Provisions not to be derogated from to the detriment of the worker Art. 362

A. Definition Art. 363

In general Art. 364

2. Relating to Subject Matter Art. 365

(3) Commencement and execution of works in accordance with the contract Art. 366

4. Guarantee of defects in the work

A. Audit Art. 367

B. Rights of the master in the event of defective performance of the work Art. 368

C. Grandmaster Art. 369

Acceptance of the work Art. 370

E. Prescription Art. 371

1. Eligibility of the Prize Art. 372

2. Price

A. Forfait Art. 373

B. The value of the work Art. 374

I. Exceedance of quotation Art. 375

II. Loss of work Art. 376

III. Termination by the Master for compensation Art. 377

IV. Impossibility of enforcement by the master Art. 378

V. Death or incapacity of the Contractor Art. 379

A. Definition Art. 380

I. Transfer and Warranty S. 381

II. Right of disposition of the author Art. 382

III. Number of editions Art. 383

IV. Reproduction and sale Art. 384

V. Improvements and corrections Art. 385

VI. Editions d' ensemble et publications segregated Art. 386

VII. Right of Translation Art. 387

1. Amount Art. 388

2. Free of charge, count and free copies Art. 389

I. Loss of Work Art. 390

II. Loss of Publishing Art. 391

III. Facts concerning the person of the publisher or author Art. 392

D. Work composed according to the plan of the publisher Art. 393

A. Definition Art. 394

B. Training of the contract Art. 395

I. Scope of the mandate Art. 396

1. Enforcement in accordance with the contract Art. 397

1 Bis . See information Art. 397 A

2. Responsibility for a good and faithful performance

A. Generally Art. 398

B. In case of substitution Art. 399

3. Accountability Art. 400

4. Transfer of Rights Acquired by the Representative Art. 401

III. Obligations of the principal Art. 402

IV. Liability in case of jointly constituted or agreed terms of office Art. 403

1. Revocation and repudiation Art. 404

2. Death, Disability, Bankruptcy Art. 405

II. Effects of Extinction of Mandate Art. 406

A. Definition and applicable law Article 406 A

I. Cost of repatriation travel Art. 406 B

II. Authorization Art. 406 C

C. Form and content of the contract Art. 406 D

D. Entry into force, revocation, denunciation Art. 406 E

E. ... Art. 406 F

F. Information and Data Protection Art. 406 G

G. Compensation and Excessive Costs Art. 406 H

A. Letter of Credit Art. 407

I. Definition and Form Art. 408

II. Inability of credit Art. 409

III. Time limits arbitrarily granted Art. 410

IV. Rights and obligations of the parties Art.

A. Definition and Form Art. 412

I. When it is due Art.

II. How it is fixed Art. 414

III. Due Art. 415

IV. ... Art. 416

V. Excessive salary Art. 417

C. Reserved cantonal law Art. 418

Definition Art. 418 A

II. Applicable law Art. 418 B

I. General and ducroire rules Art. 418 C

II. Obligation to keep secrecy and prohibition of competition Art. 418 D

C. Representation Authority Art. 418 E

I. Generally Art. 418 F

1. For negotiated and concluded cases

A. Right to provision and scope Art. 418 G

B. Extinguishment of the right to provision Art. 418 H

C. Eligibility of the provision Art. 418 I

D. Statement of Account Art. 418 K

2. Provision of encashment Art. 418 L

III. Preventing work from working Art. M

IV. Fees and disbursements Art. 418 N

V. Right of retention Art. 418 O

I. Time expiry Art. 418 P

1. Generally Art. 418 Q

2. For fair reasons Art. 418 R

III. Death, Disability, Bankruptcy Art. 418 S

Provision Art. 418 T

2. Customer Benefit Art. 418 U

V. Duty to return Art. 418 V

I. Execution of the case Art. 419

II. Liability Art. 420

III. Manager's Inability Art. 421

I. Management in the Interest of the Master Art. 422

II. Business in the manager's absence Art. 423

III. Management approval Art. 424

Definition Art. 425

1. Mandatory Advice and Insurance Section 426

2. Care of Goods Art. 427

3. Prizes fixed by the principal Art. 428

4. Advances of funds and credits Art. 429

5. Ducroire Art. 430

1. Reimbursement of advances and expenses Art. 431

2. Provision

A. Right to claim Art. 432

B. Dexpiry; Commissionaire for Buyer or Seller Art. 433

3. Right of retention Art. 434

4. Merchandising at auction Art. 435

5. Commissionaire buyer or seller

A. Price and provision Art. 436

B. Alleged acceptance of the commissionaire Art. 437

C. Timelines Art. 438

B. From the shipper-shipper Art. 439

A. Definition Art. 440

1. Indications for use Art. 441

2. Packaging Art. 442

3. The right to dispose of the goods shipped Art. 443

1. Care of Goods

A. Procedure in case of prevention of delivery Art. 444

B. Sale required Art. 445

C. Guarantee Art. 446

2. Carpool Liability

A. Loss of the goods Art. 447

B. Delay, damage, partial destruction Art. 448

C. Liability for intermediaries Art. 449

3. Mandatory Notice Art. 450

4. Right of retention Art. 451

5. Termination of Responsibility Art. 452

6. Procedure Art. 453

7. Limitation of action for damages Art. 454

C. Transport undertakings of the State or authorised by it Art. 455

D. Employment of a public transport undertaking Art. 456

E. Shipper-Shipper's liability Art. 457

I. Definition; constitution of powers Art. 458

II. Scope of Power of Attorney Art. 459

III. Restrictions Art. 460

IV. Withdrawal Art. 461

B. Other Commercial Agents Art. 462

C. ... Art. 463

D. Prohibition of competition Art. 464

E. End of Power of Attorney and Other Trade Warrants Art. 465

Definition Art. 466

I. Relationship between the assignor and the assignee Art. 467

II. Obligations of the assigned Art. 468

III. Notice of Failure to Pay Art. 469

C. Revocation Art. 470

D. Assignment of securities-values Art. 471

Definition Art. 472

II. Obligations of the applicant Art. 473

(1) Defence to use the deposited thing Art. 474

2. Check-in

A. Rights of Applicant Art. 475

B. Rights of the depositary Art. 476

(c) Place of restitution Art. 477

Liability in case of filing received jointly Art. 478

4. Rights of property claimed by third parties Art. 479

IV. Sequestrian Art. 480

B. Irregular filing Art. 481

I. Right to issue securities-values Art. 482

II. Duty of Custody of Custodian Art. 483

III. Mixture of stored things Art. 484

IV. Rights of the warehousekeeper Art. 485

V. Return of goods Art. 486

1. Conditions and Scope Art. 487

2. Price Objects Art. 488

3. End of Liability Art. 489

II. Responsibility of those who hold public stables Art. 490

III. Right of retention Art. 491

I. Definition Article 492

II. Form Art. 493

III. Consent of Spouse Art. 494

1. Simple Bond Art. 495

2. Solidarity bond Art. 496

3. Joint bond Art. 497

4. Surety and Surety Certifier Art.

1. Relationship between the Surety and the Creditor

A. Scope of liability Art. 499

B. Legal reduction of the guarantee Art. 500

C. Continuation of the Surety Art. 501

D. Exceptions Art. 502

E. Due Diligence of Creditor; Remission of Tokens and Securities Art. 503

F. Right to Impose Payment Art. 504

G. Creditor's notice and intervention in the debtor's bankruptcy and concordat Art. 505

2. Relationship between the surety and the debtor

A. Right to security and freedom of release Art. 506

B. Right of appeal of the surety

Aa. In general Art.

Bb. Notice of payment made by the Surety Art. 508

I. Under the Law Art. 509

II. Bond for a specified time; termination Art. 510

III. Bond for Undetermined Time Art. 511

IV. Public Officers and Employees' Bond Art. 512

A. Inadmissibility of legal proceedings Art. 513

B. Recognition of debt and voluntary payment Sec.

C. Lotteries and lotteries Art. 515

D. Game houses, gambling loans Art. 515 A

I. Its subject matter Art. 516

II. Written form Article 517

1. Exercise of law Art. 518

2. Cessibility Art.

IV. Retirement Annuities subject to the Insurance Contract Act Art. 520

Definition Art. 521

1. Form Art. 522

2. Security Interests Art. 523

III. Purpose of the contract Art. 524

IV. Invalidity and reduction Art. 525

1. Denunciation Art. 526

2. Unilateral descent Art. 527

3. Termination in case of death of the debtor Art. 528

VI. Inassignability and Realization in Case of Bankruptcy or Seizure Art. 529

A. Definition Art. 530

I. Contributions Art. 531

1. Benefit-sharing Art. 532

2. Distribution of profits and losses Art. 533

III. Decisions of the corporation Art. 534

IV. Administration Art. 535

1. Prohibition of competition Art. 536

2. Expenses and work of associates Art. 537

3. Due Diligence Art. 538

VI. Revocation and Restriction of the Authority to Manage Art. 539

1. Generally Art. 540

2. Right to inquire about the affairs of the company Art. 541

VIII. Admission of new partners; interested third parties Art. 542

I. Representation Article 543

II. Effects of Representation Art. 544

1. Generally Art. 545

2. Indeterminate society Art. 546

II. Continuation of Cases After Dissolution Art. 547

1. Contributions Art. 548

2. Profits and losses Art. 549

3. Mode of liquidation Art. 550

IV. Liability to third parties Art. 551

A. Companies engaged in commercial activities Art. 552

B. Non-commercial corporations Art. 553

I. Place Art. 554

II. Representation Art. 555

III. Forms to be observed Art. 556

A. Freedom of the contract. Reference to the rules of the simple society Art. 557

B. Presentation of the accounts Art. 558

C. Right to Profits, Interest and Fees Art. 559

D. Losses Art. 560

E. Prohibition of competition Art. 561

A. General Art. 562

I. Right to represent society Art. 563

II. Scope of this right Art. 564

III. Withdrawal of this right Art. 565

IV. Power of Attorney and Trade Representatives Art. 566

V. Acts in the name of society and unlawful acts Art. 567

I. Liability of partners Art. 568

II. Liability of new partners Art. 569

III. Bankruptcy of society Art. 570

IV. Bankruptcy of Society and Partners Art. 571

D. Status of an associate's personal creditors Art. 572

E. Compensation Article 573

A. General Art. 574

B. Dissolution required by the creditors of an associate Art. 575

I. Convention Art. 576

II. Exclusion by the Judge Art. 577

III. Exclusion by other partners Art. 578

IV. Society composed of two associates Art. 579

V. Due to the outgoing associate Art. 580

VI. Registration Art. 581

A. Rule Art. 582

B. Liquidators Art. 583

C. Representation of Heirs Art. 584

D. Rights and obligations of liquidators Art. 585

E. Provisional distribution Art. 586

I. Balance Sheet Art. 587

II. Reimbursement of capital and allocation of surplus Art. 588

G. Radiation in the Register of Commerce Art. 589

H. Retention of books and other documents Art. 590

A. Purpose and Time Frame Art. 591

B. Special situations Art. 592

C. Interruption Art. 593

A. Companies engaged in commercial activity Art. 594

B. Companies not engaged in commercial activity Art. 595

I. Place and contributions in kind Art. 596

II. Forms to be observed Art. 597

A. Freedom of the contract. Reference to the rules of the partnership Art. 598

B. Management Art. 599

C. Sponsor's status Art. 600

D. Participation in profits and losses Art. 601

A. In general Art.

B. Representation Art. 603

C. Responsibility of the Associate indefinitely Art. 604

I. When it acts for society Art. 605

II. Failure to Register Art. 606

III. Name of Sponsor in Social Reason Art. 607

IV. Scope of liability Art. 608

V. Reduction in the amount of sponsorship Art. 609

VI. Actions by creditors Art. 610

VII. Payment of Interest and Benefits Art. 611

VIII. Entering a company Art. 612

E. The Status of Personal Creditors Art.

F. Compensation Art. 614

General Rule Art. 615

II. Bankruptcy of society Art. 616

III. Contribution of the associate indefinitely responsible Art. 617

IV. Sponsor's Bankruptcy Art. 618

Art. 619

A. Definition Art. 620

B. Minimum Capital Stock Art. 621

I. Species Art. 622

II. Division and Meeting Art. 623

III. Issuing courses Art. 624

D. Shareholders Art. 625

I. NecLiability provisions Art. 626

1. In general Art. 627

2. Special provisions on contributions in kind, on occasions of property and special benefits Art. 628

1. Content Art. 629

2. Subscriptions Art. 630

II. Exhibits Art. 631

1. Minimum Contribution Art. 632

2. Release of Intakes

A. In cash Art. 633

B. In kind Art. 634

C. Subsequent Release Art. 634 A

3. Audit of Intakes

A. Foundation report Art. 635

B. Verification Attestation Art. 635 A

Repealed Art. 636 to 639

I. Société Art. 640

II. Branches Art. 641

III. In-kind Apports, Specific Property and Benefits Art. 642

I. Timing; breach of legal requirements Art. 643

II. Actions Issued Before Enrolment Art. 644

III. Acts in advance of registration Art. 645

Repealed Art. 646

J. Amendment of the Statute Art. 647

Repealed Articles 648 and 649

1. Regular increase Art. 650

2. Allowed Increase

A. Statutory Basis Art. 651

B. Adaptation of the Articles of Agreement Art. 651 A

3. Common provisions

A. Underwriting of shares Art. 652

B. Emission Prospectus Art. 652 A

C. Right of preferential subscription Art. 652 B

D. Release of Intakes Art. 652 C

E. Increase in own funds Art. 652 D

F. Increase ratio Art. 652 E

G. Verification Attestation Art. 652 F

H. Amendment of the Statute and Views Art. 652 G

I. Registration in the Register of Commerce; Annulment of Shares Issued Before Enrolment Art. 652 H

Principle Art. 653

2. Limits Art. 653 A

3. Statutory Basis Art. 653 B

4. Protection of shareholders Art. 653 C

Protection of holders of a right of conversion or option Art. 653 D

6. Run Increase

A. Exercise of rights; contributions Art. 653 E

B. Verification Attestation Art. 653 F

C. Adaptation of the Statute Art. 653 G

D. Registration in the Register of Commerce Art. 653 H

7. Epuration Art. 653 I

1. Conditions Art. 654

Repealed Art. 655

2. Rights in preference shares Art. 656

I. Definition; Applicable Provisions Art. 656 A

II. Capital-equity and share capital Art. 656 B

1. In general Art. 656 C

(2) Communication of the convocation and the decisions of the General Assembly Art. 656 D

3. Representation on the Administrative Board Art. 656 E

4. Economic rights

A. In general Art. 656 F

B. Preferential subscription rights Art. 656 G

Mr. Bons de enjoyment Art. 657

Art. 658

Limitations Art. 659

II. Consequences of the acquisition Art. 659 A

III. Acquisition by Subsidiaries Art. 659 B

I. Generally Art. 660

II. Calculation of these shares Art. 661

Repealed Art. 662

Repealed Art. 662 A

Repealed Art. 663

Repealed Art. 663 A And 663 B

1. Allowances Art. 663 B Bis

2. Participations Art. 663 C

Repealed Art. 663 D To 663 H

Repealed Art. 664 and 665

Repealed Art. 665 A

Repealed Articles 666 and 667

Repealed Art. 668

Repealed Art.

II. Evaluation. Reassessment Art. 670

1. General Reservation Art. 671

2. Reserve for own actions Art. 671 A

3. Revaluation reserve Art. 671 B

1. In general Art. 672

2. For the purpose of foresight in favour of workers Art. 673

III. Relations between dividends and reserves Art. 674

I. Dividends Art. 675

II. Intercropping interests Art. 676

III. Tantiths Art. 677

I. In general Art. 678

II. Crees in the event of bankruptcy Art. 679

I. Purpose Art. 680

1. Under the Act and the Statute Art. 681

2. Remittances Art. 682

I. Bearer shares Art. 683

II. Nominal actions Art. 684

I. Legal Restriction Art. 685

1. Principles Art. 685 A

2. Nominal shares not listed on the stock exchange

A. Grounds for refusal Art. 685 B

B. Effects Art. 685 C

3. Nominal shares on the stock exchange

A. Conditions of Refusal Art. 685 D

B. Obligation to advertise Art. 685 E

C. Transfer of Law Art. 685 F

D. Time limit for refusal Art. 685 G

4. Stock Registry

A. Registration Art. 686

B. Radiation Art. 686 A

5. Nominal actions not fully released Art. 687

III. Interim certificates Art. 688

Principle Art. 689

2. Legitimation to society Art. 689 A

3. Representation of the shareholder

A. In general Art. 689 B

B. By a member of an organ of society Art. 689 C

C. By a depositary Art. 689 D

D. Communication Art. 689 E

4. If there are several right holders Art. 690

II. Participation without the right to the General Assembly Art. 691

Principle Art. 692

2. Preferred Voting Shares Art. 693

3. The Birth of the Right to Vote Art. 694

4. Right to vote excluded Art. 695

Communication of the Management Report Art. 696

2. Information and Consultation Art. 697

1. With the consent of the General Assembly Art. 697 A

2. In case of refusal by the General Assembly Art. 697 B

3. Designation Art. 697 C

4. Activity Art. 697 D

5. Report Art. 697 E

6. Deliberation and communication Art. 697 F

7. Fees Art. 697 G

Repealed Art. 697 H

I. Announcement of the acquisition of bearer shares Art. 697 I

II. Announcement of the economic right of the shares Art. 697 J

III. Announcement to a financial intermediary and obligation to provide information on the latter Art. 697 K

IV. List Art. 697 L

V. Failure to comply with the obligations to announce Art. 697 M

I. Its powers Art. 698

1. Right and Obligation Art. 699

(2) Method of convocation Art. 700

3. Meeting of all shareholders Art. 701

III. Preparatory measures; Minutes Art. 702

IV. Participation of members of the Board of Trustees Art. 702 A

1. Generally Art. 703

2. Major Decisions Art. 704

3. Conversion of shares to bearer in registered shares Art. 704 A

VI. Right to Revoke the Board of Directors and the Review Body Art. 705

1. Quality for action and reasons Article 706

2. Procedure Art. 706 A

VIII. Invalidity Art. 706 B

1. Eligibility Art. 707

Repealed Art.

2. Representation of Categories and Groups of Shareholders Art. 709

3. Term of office Art. 710

Repealed Art. 711

1. President and Secretary Art. 712

2. Decisions Article 713

3. Null decisions Art. 714

(4) Right to convocation Art. 715

5. Right to Information and Consultation Art. 715 A

1. In general Art. 716

2. Inalienable Rights Art. 716 A

3. Delegation of Management Art. 716 B

IV. Duties of Diligence and Loyalty Art. 717

1. In general Art. 718

2. Scope and Limitation Art. 718 A

3. Contract between the company and its representative Art. 718 B

4. Signature Art. 719

5. Registration Art. 720

6. Power of Attorney and Commercial Agents Art. 721

VI. Responsibility for organs Art. 722

Repealed Articles 723 and 724

1. Compulsory notice Art. 725

2. Opening or Deferment of Bankruptcy Art. 725 A

VIII. Revocation and suspension Art. 726

1. Regular control Art. 727

2. Limited Control Art. 727 A

1. For ordinary supervision Art. 727 B

2. For limited control Art. 727 C

Independence of the Review Body Art. 728

2. Functions of the review body

A. Purpose and scope of control Art. 728 A

B. Revision Report Art. 728 B

C. Compulsory Opinions Art. 728 C

Independence of the Review Body Art. 729

2. Functions of the review body

A. Purpose and scope of control Art. 729 A

B. Revision Report Art. 729 B

C. Compulsory Opinions Art. 729 C

Election of the Review Body Art. 730

2. Term of office of the Review Body Art. 730 A

Information and Maintenance of Secrecy Art. 730 B

Documentation and Retention of Exhibits Art. 730 C

Approval of accounts and employment of benefit Art. 731

6. Special provisions Art. 731 A

Article 731 B

A. Reduction Decision Art. 732

B. Destruction of actions in the event of remediation Art. 732 A

C. Notice to Creditors Art. 733

D. Reduction Operation Art. 734

E. Reduction in the case of a deficit position Art. 735

I. Causes Art. 736

II. Registration in the Register of Commerce Art. 737

III. Consequences Art. 738

I. The company during its liquidation. Jurisdiction Art. 739

1. Designation Art. 740

2. Revocation Art. 741

1. Balance sheet. Appeal to Creditors Art. 742

2. Other Obligations Art. 743

3. Protection of Creditors Art. 744

4. Distribution of assets Art. 745

IV. Cancellation in the Register of Commerce Art. 746

V. Conservation of the Register of Shares, of the Books of Society and of the List Art. 747

I. .. Art. 748 to 750

II. Reinstal by a Corporation of Public Law Art. 751

I. For the prospectus Art. 752

II. In the acts of foundation Art. 753

III. In administration, management and liquidation Art. 754

IV. In the Revision Art. 755

I. Non-Bankruptcy Pretentions Art. 756

II. Pretentions in Bankruptcy Art. 757

III. Effect of the discharge Art. 758

C. Joint and Solidarity Liability and Recursive Action Art. 759

D. Limitation period Art. 760

Art. 761

Art. 762

Art. 763

A. Definition Art. 764

I. Designation and Powers Art. 765

II. Accession to decisions of the General Assembly Art. 766

III. Withdrawal of power to administer and represent society Art. 767

I. Designation and Powers S. 768

II. Action in liability Art. 769

D. Dissolution Art. 770

E. Denunciation Art. 771

A. Definition Art. 772

B. Social Capital Art. 773

C. Social Parts Art. 774

D. Good of Enjoyment Art. 774 A

E. Associates Art. 775

I. Necmatter Provisions Art. 776

II. Other provisions Art. 776 A

I. Constitutive Act Art. 777

II. Subscriptions to social shares Art. 777 A

III. Exhibits Art. 777 B

IV. Apports Art. 777 C

I. Society Art. 778

II. Branches Art. 778 A

I. Moment; Unfulfilled Legal Conditions Art. 779

II. Acts completed prior to registration Art. 779 A

K. Amendment of the Statute Art. 780

L. Increase in social capital Art. 781

M. Reduction in social capital Art. 782

N. Acquisition by the company of own social shares Art. 783

I. Title Art. 784

1. Assignment

A. Form Art. 785

B. Requirements for approval Art. 786

C. Transfer time Art. 787

2. Special Modes of Acquisition Art. 788

3. Determination of the actual value Art. 789

4. Usufruct Art. 789 A

5. Right of pledge Art. 789 B

III. Register of social shares Art. 790

III Bis . Announcement of the economic right of social shares Art. 790 A

IV. Registration in the Register of Commerce Art. 791

V. Ownership of several rights holders Art. 792

B. Apports to be released Art. 793

C. Liability of partners Art. 794

Principle and amount Art. 795

2. Eligibility Art. 795 A

3. Restitution Art. 795 B

4. Reduction Art. 795 C

5. Maintenance Art. 795 D

II. Incidental benefits Art. 796

III. Subsequent Introduction Art. 797

I. Dividends Art. 798

II. Interest Art. 798 A

III. Tantiths Art. 798 B

F. Privileged Social Parts Art. 799

G. Refunds of benefits Art. 800

H. Reservations Art. 801

J. Submission of the Management Report Art. 801 A

K. Right to Information and Consultation Art. 802

L. Defeat and prohibition of competition Art. 803

I. Attributions Art. 804

II. Convocation and Maintenance Art. 805

1. Determination Sec.

2. Prohibition of voting Art. 806 A

3. Usufruct Art. B

IV. Right of veto Art. 807

1. In general Art.

2. Predominant voice Art. 808 A

3. Major Decisions Art. 808 B

VI. Challenge of Decisions of the Assembly of Associates Art. 808 C

I. Designation of managers and organisation Art. 809

II. Duties of Managers Art. 810

III. Approval of the Assembly of associates Art. 811

IV. Duties of Diligence and Loyalty; Prohibition of Competition Art. 812

V. Equal treatment Art. 813

VI. Representation Art. 814

VII. Revocation of Managers; Withdrawal of Representation Powers Art. 815

VIII. Invalidity of decisions Art. 816

IX. Liability Art. 817

C. Review Body Art. 818

D. Carences in the organisation of the company Art. 819

E. Loss of capital and overindebtedness Art. 820

I. Causes Art. 821

II. Consequences Art. 821 A

I. Exit Art. 822

II. Joint Issue Art. 822 A

III. Exclusion Art. 823

IV. Provisional measures Art. 824

1. Law and amount Art. 825

2. Entitlement Art. 825 A

C. Liquidation Art. 826

Art. 827

A. Cooperative Law Society Art. 828

B. Cooperative Public Law Societies Art. 829

1. In general Art. 830

2. Number of Associates Art. 831

1. Required clauses Art. 832

2. Other Articles Art. 833

III. Constitutive Assembly Art. 834

1. Société Art. 835

2. Branches Art. 836

3. List of partners Art. 837

Acquisition of personality Art. 838

A. In principle Art. 839

B. Entry Declaration Art. 840

C. Linked to an insurance contract Art. 841

I. Free exercise of the right of exit Art. 842

II. Limitation of Right of Exit Art. 843

III. Time Limit for Denunciation and Date of Exit Art. 844

IV. Exercise of the right of exit in the event of bankruptcy and seizure Art. 845

B. Exclusion Art. 846

C. Death of the partner Art. 847

D. Loss of office or employment or termination of contract Art. 848

I. In general Art. 849

II. Disposal of a Building or an Operation Art. 850

F. Exiting the new associate Art. 851

A. Recognition of the quality of associate Art. 852

B. Social shares Art. 853

C. Equality between partners Art. 854

I. Right to vote Art. 855

Communication of the balance sheet Art. 856

2. Information Art. 857

1. ... Art. 858

2. Principles applied to the allocation Art. 859

3. Obligation to Create and Feed a Reserve Fund Art. 860

4. Use of surplus by credit societies Art. 861

5. Provident Fund Art. 862

6. Other reservations Art. 863

1. Under the Statute Art. 864

2. Under the Act Art. 865

I. Good faith Art. 866

II. Benefits Sec.

1. De la société Art. 868

2. Partners

A. Unlimited liability Art. 869

B. Restricted liability Art. 870

C. Additional payments Art. 871

D. Inadmissible Restrictions Art. 872

E. In case of social bankruptcy Art. 873

F. Amendment of the liability regime Art. 874

G. Liability of new members Art. 875

H. Responsibility after exit from a partner or dissolution Art. 876

I. Notification of admissions and exits to the trade register Art. 877

K. Issue of liability for liability Art. 878

I. Its powers Art. 879

II. Mail-order Art. 880

1. Right and Obligation to convene Art. 881

(2) Method of convocation Art. 882

3. Agenda Item 883

4. Meeting of all partners Art. 884

IV. Right to vote Art. 885

V. Representation of an associate Art. 886

VI. Exclusion of right to vote Art. 887

1. In general Art. 888

2. Extension of obligations imposed on partners Art. 889

VIII. Revocation of the Administration and the Review Body Art. 890

IX. Right to attack decisions of the General Assembly Art. 891

X. Assembly of Delegates Art. 892

XI. Exceptional arrangements of insurance companies Art. 893

1. Quality of Associate Art. 894

2. ... Art. 895

II. Duration of duties Art. 896

III. Committees Art. 897

1. In general Art. 898

2. Scope and Limitation of Powers Art. 899

3. Contract between the company and its representative Art. 899 A

4. Signature Art. 900

5. Registration Art. 901

1. General Art. 902

2. Mandatory notice in the event of insolvency or reduction in capital Art. 903

VI. Repayment of payments Art. 904

VII. Suspension and revocation Art. 905

I. In general Art. 906

II. Control of the list of partners Art. 907

D. Carences in the organisation of society Art. 908

Art. 909 and 910

A. Causes of Dissolution Art. 911

B. Registration in the Register of Commerce Art. 912

C. Liquidation. Distribution of assets Art. 913

D. ... Art. 914

E. Recovery by a Corporation of Public Law Art. 915

A. To the Company Art. 916

B. To the Company, Partners and Creditors Art. 917

C. Solidarity and appeals Art. 918

D. Prescription Art. 919

E. In credit and insurance companies Art. 920

A. Conditions Art. 921

I. Assembly of Delegates Art. 922

II. Administration Art. 923

III. Control. Appeal to the Judge Art. 924

IV. Exclusion of New Obligations Art. 925

Art. 926

I. In general Art. 927

II. Liability Art. 928

1. In general Art. 929

2. Computerized Maintenance of the Register of Commerce Art. 929 A

IV. Advertising Art. 930

V. Formal Trade Sheet Art. 931

I. Réquisition Art. 931 A

II. Commencement of Effects Art. 932

III. Effects Art. 933

1. Right and Obligation Art. 934

2. Branches Art. 935

3. Enforcement Orders Art. 936

4. Business Identification Number Art. 936 A

V. Amendments Art. 937

1. Duty to require cancellation Art. 938

2. Radiation of Office Art. 938 A

3. Bodies and powers of representation Art. 938 B

VII. Bankruptcy of Trading Companies and Cooperative Societies Art. 939

1. Control Art. 940

2. Disclaimer and Registration of Office Art. 941

3. Application to the Judge or the Supervisory Authority Art. 941 A

Liability for damage Art. 942

2. Fines of order Art. 943

I. In general Art. 944

1. Essential elements Art. 945

2. The exclusive right to use the registered reason Art. 946

1. Corporate, Limited Partnership and Corporate Name Corporations

A. Training of reason Art. 947

B. Amendment Art. 948

Repealed Art. 949

2. Société anonyme, société à responsabilité limitée et société coopérative Art. 950

3. Exclusive right to registered trade reason Art.

IV. Branches 952

V. Resuming an Existing House Art. 953

VI. Change of name Art. 954

B. Obligation to Use Reason for Trade and Name Art. 954 A

C. Official control Art. 955

D. Protection of grounds of trade Art. 956

A. Obligation to keep accounts and account for accounts Art. 957

B. Accounting Article 957 A

I. Purpose and Content Art. 958

Principle of continuity of exploitation Art. 958 A

2. Principles of the Periodic Delimitation and the Attachment of Expenses to Goods Art. 958 B

III. Principle of regularity Art. 958 C

IV. Presentation, currency and language Art. 958 D

D. Publication and consultation Art. 958 E

E. Maintenance and preservation of books Art. 958 F

I. Purpose of the balance sheet, conditions for balance sheet accounting Art. 959

II. Minimum Structure Art. 959 A

B. Profit and loss account; minimum structure Art. 959 B

C. Annex Art. 959 C

I. Principles Art. 960

1. Generally Art. 960 A

2. Assets with an observable current price Art. 960 B

3. Inventories and services not invoiced Art. 960 C

4. Fixed Assets Art. 960 D

III. Debts Art. 960 E

A. Supplementary Requirements for the Management Report Art. 961

B. Additional Mentions in the Annex to the Annual Accounts Art. 961 A

C. Cash flow chart Art. 961 B

D. Annual Report Art. 961 C

E. Simplification of consolidated accounts Art. 961 D

A. General Art. 962

B. Recognized Accounting Standards Art. 962 A

A. Obligation Art. 963

B. Liberation Art. 963 A

C. Recognized Accounting Standards S. 963 B

Repealed Art. 964

A. Definition of paper value Art. 965

B. Obligations deriving from the paper value Art. 966

I. Ordinary form Art. 967

1. Form Art. 968

2. Effects Art. 969

D. Conversion Art. 970

I. Conditions Art. 971

II. Procedure. Effects Art. 972

F. Special provisions Art. 973

I. Collective Deposit of Securities Art. 973 A

II. Comprehensive Certificate Art. 973 B

III. Right-values Art. 973 C

A. Definition Art. 974

I. General Rule Art. 975

II. Justification by the sole possession of the title Art. 976

C. Cancellation Art. 977

A. Definition Art. 978

I. In general Art. 979

II. Coupons of Interest in Bearer Art. 980

1. Application Art. 981

2. Defence to pay Art. 982

3. Summary and Time Frame Art. 983

4. Method of Publication Art. 984

5. Effects

A. In the case of production of the title Art. 985

B. If the title is not produced Art. 986

II. Procedure for Isolated Coupons Article 987

III. Procedure for bank notes, etc. Art. 988

D. Mortgage pendulum Art. 989

Art. 990

1. Onunciations Art. 991

2. Failure to provide information Art. 992

3. Species Art. 993

4. Residential Exchange Letter Art. 994

5. Promise of interest Art. 995

6. Differences in the Denunciation of Amount Art. 996

7. Signature of persons unable to oblige Art. 997

8. Signature without power Art. 998

9. Shooter's liability Art. 999

10. Foreign exchange letter Art. 1000

1. Communicability Art. 1001

2. Elements Art. 1002

3. Forms Art. 1003

A. Transfer Art. 1004

B. Guarantees Article 1005

C. Legitimation of bearer Art. 1006

5. Exceptions Art. 1007

6. Proxy Endless Art. 1008

7. Endless Art. 1009

8. Endless post-expiry or in the case of protection Art. 1010

1. Right of presentation Art. 1011

(2) Order or defence of presentation Art. 1012

3. Obligation to Submit Exchange Letters to a Certain Period of View Art. 1013

4. Second presentation Art. 1014

5. Form of Acceptance Art. 1015

6. Limited acceptance Art. 1016

7. Lessee and place of payment Art. 1017

A. In general Art. 1018

B. Biased acceptance Art. 1019

1. Downstream Data Art. 1020

2. Form Art. 1021

3. Effects Art. 1022

1. In general Art. 1023

2. Exchange letters in view Art. 1024

3. Letters of change to a certain period of time Art. 1025

4. Calculation of Time Limits Art. 1026

5. Old Art. 1027

1. Submission to payment Art. 1028

2. Release. Partial payment Art. 1029

3. Advance Payment and Payment at Maturity Art. 1030

4. Payment in foreign currency Art. 1031

5. Logging Art. 1032

Remedies of bearer Art. 1033

A. Conditions and Time Limits Art. 1034

B. Competent public officer Art. 1035

C. Ununciations Art. 1036

D. Form Art. 1037

E. In the case of partial acceptance Art. 1038

F. Protection against several persons Art. 1039

G. Copy of the protection Art. 1040

H. Ices of form Art. 1041

3. Notice Art. 1042

4. Clause "without protection" Art. 1043

5. Guarantee and solidarity of persons obliged Art. 1044

A. Bearer Art. 1045

B. Who has repaid Art. 1046

C. Right to surrender of letter, protection and discharge Art. 1047

D. In the case of partial acceptance Art. 1048

E. Retirement Art. 1049

A. In general Art. 1050

B. Force majeure Art. 1051

C. Enrichment Art. 1052

Art. 1053

General provisions Art. 1054

A. Conditions. Bearer's situation Article 1055

B. Form Art. 1056

C. Obligation of the acceptor; effects on the right of appeal Art. 1057

A. Conditions Art. 1058

B. Obligations of the holder Art. 1059

C. Consequence of Refusal Art. 1060

D. Right to surrender of letter, protection and discharge Art. 1061

E. Transfer of bearer rights. Competition of stakeholders Art. 1062

A. Right to multiple copies Art. 1063

B. Relationship of the various copies between themselves Art. 1064

C. Acknowledgement of acceptance Art. 1065

A. Form and Effects Art. 1066

B. Issue of original Art. 1067

Art. 1068

1. Time Limits Art. 1069

A. Causes Art. 1070

B. Effects Art. 1071

1. Provisional measures Art. 1072

2. If the holder of the title is known Art. 1073

A. Obligation of the applicant Art. 1074

B. Sommation Art. 1075

(c) Time limits Art. 1076

D. Publication Art. 1077

A. In the case of production of the title Art. 1078

B. If the title is not produced Art. 1079

5. Orders of the Judge Art. 1080

A. Statutory Holidays Art. 1081

B. Calculation of time limits Art. 1082

C. Exclusion of days of grace Art. 1083

2. Place where the acts relating to the letter of exchange are to be made Art. 1084

3. Handwritten signature; Signature of the blind Art. 1085

1. Ability to compel Article 1086

A. In general Art. 1087

B. Acts for the exercise and retention of foreign exchange rights Art. 1088

C. Exercise of appeal Art. 1089

A. In general Art. 1090

B. Partial acceptance and partial payment Art. 1091

C. Payment Art. 1092

D. Rights deriving from enrichment Art. 1093

E. Transfer of the receivable Art. 1094

F. Cancellation Art. 1095

1. Onunciations Art. 1096

2. Denunciation of Denunciations Art. 1097

3. Reference to the Rules on the Letter of Exchange Art. 1098

4. Liability of the policyholder; presentation and time limit Art. 1099

1. Onunciations Art. 1100

2. Denunciation of Denunciations Art. 1101

(3) Designation of the Art.

4. Prior Provision Art. 1103

5. Excluded Acceptance Art. 1104

6. Designation of Creditor Art. 1105

7. Stipulation of interest Art. 1106

8. Payment Locations and Home Cheque Art. 1107

1. Transmissibility Art. 1108

2. Elements Art. 1109

3. Legitimation of bearer Art. 1110

4. Bearer's Cheque Art. 1111

5. Depossession Art. 1112

6. Rights deriving from the endorsement after the expiry or the term of protection Art. 1113

Art. 1114

1. Deadline Art. 1115

2. Submission to Payment Art. 1116

3. Old Art. 1117

4. Presentation to a clearing house Art. 1118

A. In general Art. 1119

B. In the event of death, incapacity and bankruptcy Art. 1120

6. Verification of endorsements Art. 1121

Payment in foreign currency Art. 1122

A. Definition Art. 1123

B. Effects Art. 1124

A. In general Art. 1125

B. Carrier rights in the event of bankruptcy, suspension of payments, seizure Art. 1126

C. Rights of the holder in the event of refusal to transfer or compensate Art. 1127

1. Rights of the holder Art. 1128

2. Protect. Time Limits Art. 1129

3. Scope of the appeal Art. 1130

4. Reserve for force majeure Art. 1131

Art. 1132

Art. 1133

Article 1134

1. Definition of "banker" Art. 1135

A. Statutory Holidays Art. 1136

(b) Calculation of time limits Art. 1137

1. Passive ability to compel by cheque Art. 1138

2. Form and Time Limits of Commitments by Cheque Art. 1139

A. Law of the place of subscription Art. 1140

B. Law of place of payment Art. 1141

(c) Place of residence law Art. 1142

S. 1143

S. 1144

I. Conditions Art. 1145

II. Exceptions by the debtor Art. 1146

1. In general Art. 1147

2. No compulsory presentation Art. 1148

3. Effects of Acceptance Art. 1149

4. Exclusion of prosecution for foreign exchange effects Art. 1150

II. Promise to pay in order Art. 1151

C. Other endorsements Art. 1152

A. Information Art. 1153

B. Du warrant Art. 1154

C. Scope of prescribed forms Art. 1155

Art. 1156

A. Conditions Art. 1157

I. Designation Art. 1158

General Rules Art. 1159

2. Control of the debtor Art. 1160

3. In the case of secured borrowings Art. 1161

III. End of powers Art. 1162

IV. Fees Art. 1163

General Rules Art. 1164

General Rules Art. 1165

2. Sursis Art. 1166

1. Right to vote Art. 1167

2. Representation of specified bondholders Art. 1168

IV. Rules of Procedure Art. 1169

1. Lawful measures and required majority

A. Single Community Art. 1170

B. If there is more than one community Art. 1171

C. Determination of majority Art. 1172

2. Limiting clause

A. General Rule 1173

B. Equal treatment Art. 1174

C. Situation and balance sheet Art. 1175

3. Approval

General Rules Art. 1176

(b) Conditions Art. 1177

C. Appeal Art. 1178

D. Revocation Art. 1179

Powers of the representative of the community Art. 1180

2. Other cases Art. 1181

3. Appeal Art. 1182

I. Bankruptcy of the debtor Art. 1183

II. Concordat Art. 1184

III. Borrowings of Railway or Navigation Companies Art. 1185

F. Right Imperative Art. 1186

A. Privilege in Bankruptcy Art. 1

B. Unfair Competition Sec.

C. Transitional provisions Art. 3

D. Entry into force Art. 4

A. General rule Art. 1

B. Time for adaptation Art. 2

C. Release of Contributions Art. 3

D. Participation and Good of Enjoyment Art. 4

E. Clean Social Parts Art. 5

F. Obligation to Make Additional Payments Art. 6

G. Review Body Art. 7

H. Right to vote Art. 8

J. Adaptation of statutory majority requirements Art. 9

K. Destruction of shares and shares in the case of remediation Art. 10

L. Exclusive right to registered trade reasons Art. 11

A. General rule Art. 1

B. Commercial accounting and account presentation Art. 2

A. General rule Art. 1

B. Adaptation of statutes and regulations Art. 2

C. Obligations to advertise Art. 3

Art. 1

Art. 2-4

Art. 5

Art. 6

CO Art Modification 1

Amendment of the CC Art. 2

Amendment of the Law on the Insurance Contract Art. 3

Amendment of the Law on Agriculture Art. 4

Amendment of the Labour Act Art. 5

Repeal of Provisions of Federal Law Art. 6

Adaptation of legal relationships born under the former right Art. 7

Entry into force Art. 8

Transitional arrangements Art. 1

B. Privilege in Bankruptcy Art. 2

C. Entry into force Art. 3

A. Application of the Final Title Art.

I. Generally Art. 2

II. Charitable funds Art. 3

Art. 4

I. Derogation in case of economic crisis Art. 5

Art. 6

D. Responsibility of Members of a Cooperative Society Art. 7

E. Reasons for trade Art. 8

I. Nominal titles Art. 9

1. Face value Art. 10

2. Bearer shares not fully released Art. 11

III. Currency Letters and Cheques Art. 12

G. Community of Creditors Art. 13

H. ... Art. 14

J. Amendments to the Law on the Prosecution of Debts and Bankruptcy Art. 15

I. General reserve Art. 16

II. Amendment of Certain Requirements Art. 17

L. Repeal of Federal Civil Law Art. 18

M. Entry Into Force of this Law Art. 19

A. Final Title of the Civil Code Art. 1

I. Generally Art. 2

1. Participation and enjoyment bills Art. 3

2. Refusal of owners of registered shares Art. 4

3. Preferred voting rights Art. 5

4. Qualified Majorities Art. 6

C. Amendment of Federal Laws Art. 7

D. Referendum Article 8

E. Entry into force Art. 9


1 Introduced by c. II of the LF of 1 Er Apr 1949, in force since 1 Er Jan 1950 (RO) 1949 I 820; FF 1947 III 905).
2 The mod. Can be consulted at the OR 1949 I 820 ch. II. 2.
3 [RO 34 231, 35 301, 36 637 913]


State 1 Er January 2016