Rs 220 Federal Act Of 30 March 1911 Supplementing The Swiss Civil Code (Book Five: Law Of Obligations)

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

Read the untranslated law here: https://www.admin.ch/opc/fr/classified-compilation/19110009/index.html

220 federal law supplementing the Swiss civil Code (book five: law of obligations) 30 March 1911 (Status January 1, 2016) the Federal Assembly of the Swiss Confederation, having regard to the message of the federal Council of the March 3, 1905 and June 1, 1909, stops: first part: provisions General first title: training obligations chapter I: of the obligations arising from a contract article 1. Conclusion of contract / I. agreement of the parties / 1. Conditions General A. Conclusion of the contract I. agreement of the parties 1. General terms and conditions contract is perfect when the parties have mutually and in a consistent manner, demonstrated their desire.
This event may be express or implied.

S. 2. Conclusion of contract / I. agreement of the parties / 2. Reserved secondary points 2. Secondary points reserved if the parties put agree on all essential points, the contract is deemed concluded, even when secondary points were reserved.
In the absence of agreement on secondary points, the judge rules taking into account the nature of the case.
Are reserved the provisions that govern the form of contracts.

S. 3. Conclusion of the contract / II. Offer and acceptance / 1. Offers with delay to accept II. Offer and acceptance 1. Offer with delay to accept anyone who offers to the conclusion of a contract in him setting a deadline to accept, is bound by his offer until the expiry of this period.
It is untied, if acceptance does not succeed him before the expiration of the time limit.

S. 4. Conclusion of the contract / II. Offer and acceptance / 2. Offer without delay to accept / has. Between these 2. Offer without delay to accept a. Between present when the offer was made to a person, without fixing a deadline to accept it, the offeror is hairline if acceptance does not take place immediately.
Contracts by telephone are supposed to present factual, if the parties or their agents have been personally in communication.

S. 5. Conclusion of the contract / II. Offer and acceptance / 2. Offer without delay to accept / b. Between absent b. Between absent where the offer was made without delay to a non-binding, the author of the offer remains bound until the time he can expect the arrival of a shipped response time and regularly.
It has the right to admit that the offer has been received in time.
If timely acceptance reaches the offeror late, and that it intends not to be bound, it must immediately inform the taker.

S. 6. Conclusion of the contract / II. Offer and acceptance / 3. Tacit acceptance 3. Tacit acceptance when the offeror did not, either because of the special nature of the case, be circumstances expect an express acceptance, the contract is deemed concluded if the offer were refused within an appropriate period.

S. 6aA. Conclusion of the contract / II. Offer and acceptance / 3A. Sending unsolicited things 3. Shipment of unordered things something non-commissioned sending is not considered to be an offer.
The recipient is not required to return the thing or to keep.
If sending a non ordered thing is obviously due to an error, the recipient must inform the sender.

Introduced by chapter I of the Federal law of 5 oct. 1990, in force since 1 Jul. 1991 (1991 846 RO; FF 1986 II 360).

S. 7. Conclusion of the contract / II. Offer and acceptance / 4. Offers without commitment and bids 4. Offer without engagement and bids the offeror is not bound if he has made in this regard of explicit reservations, or if its intention not to require results either the circumstances or the special nature of the case.
Sending rates, prices, etc., are not an offer to contract.
Exposing goods, with indication of price, was held in the rule for an offer.

S. 8. Conclusion of the contract / II. Offer and acceptance / 5. Public promises 5. Public promises anyone who publicly promises a prize in Exchange for a benefit is obliged to pay in accordance with his promise.
If he withdrew his promise until a benefit or has reached him, it is required to reimburse more than to the extent of the expenses made in good faith, what he had promised. unless however that it proves that the l.o.d. would not have been obtained.

S. 9. Conclusion of the contract / II. Offer and acceptance / 6. Withdrawal of the offer and acceptance 6. Withdrawal of the offer and acceptance the offer is considered as non-avenue, if the withdrawal comes prior to the offer or at the same time to the recipient, or if having arrived later, it is communicated to the recipient until it became aware of the offer.
The same rule applies to the withdrawal of the acceptance.

S. 10. Conclusion of the contract / III. Time at which date back the effects of a contract between absent III. Time at which date back the effects of a contract between absent the contract between absent deploys its effects from the moment where the acceptance was mailed.
If an express acceptance is not required, the effects of the contract back at the time of the receipt of the offer.

S. 11 B form of contracts / I. rule General and scope of the prescribed form B. form of contract I. rule and scope of prescribed forms the validity of contracts shall be subject to the observation of a particular form only by virtue of a special requirement of the Act.
In the absence of a contrary provision on the scope and effects of the prescribed form, the contract is valid unless this form has been observed.

S. 12 B form of contracts / II. Writing / 1. Form required by law / has. Scope II. Written form 1. Form required by the law has. Its scope when the law requires that a contract be made in the form written, this rule also applies to all amendments to the contract, except for the complementary and ancillary provisions which are not inconsistent with the Act.

S. 13 B form of contracts / II. Writing / 1. Form required by law / b. Its items b. Its elements the contract for which the law requires written form must be signed by all the persons to which it imposes obligations.


Repealed by Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, with effect from 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

S. 14 B form of contracts / II. Writing / 1. Form required by law / c. Signature Signature signature must be handwritten by the person who undertakes.
That which arises from any means mechanical is required for sufficient in cases where it is allowed by the use, including when it comes to sign securities issued in considerable numbers.
The electronic signature qualified, based on a certificate from a certification services provider recognized within the meaning of the law of 19 December 2003 on the electronic signature is equated to a handwritten signature. The legal provisions or conventional opposites are reserved.
The signing of the blind does require that if it had been duly legalized or if it is established that they have known the text of the Act at the time of signature.

RS 943.03 introduced by Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

S. 15 B form of contracts / II. Writing / 1. Form required by law / d. brands that can replace the signature d. brands that can replace the signature it is permissible for any person who cannot sign to replace its signature by Mark handmade duly legalized, or by a certificate authentic; are reserved for provisions relating to the Bill of Exchange.

S. 16 B form of contracts / II. Writing / 2. Form reserved in the contract 2. Form reserved in the contract the parties who have agreed to give a special form to a contract for which the law requires, shall be deemed to have heard to bind that, upon the completion of this form.
If it comes to the written form, without more specific indication, there is place to observe the provisions relating to this form when it is required by law.

S. 17 C cause of obligation v. due to the recognition of a debt obligation is valid, even if it does not state the cause of the obligation.

S. 18 D. Interpretation of contracts; simulation D. Interpretation of contracts; simulation to assess the form and the terms of a contract, it is necessary to find the real and common intention of the parties, without stopping to expressions and incorrect names that they have been used, either by error, or to disguise the true nature of the convention.
The debtor may not oppose third which became creditor on the basis of a recognition of debt except for simulation.

S. 19 E. object of the contract / I. Elements E. object of the contract I. items the subject of a contract can be freely determined, within the limits of the law.
The law excludes the conventions of the parties when it enacts a rule of strict law, or where a derogation to its text would be contrary to morals, public order or the rights attaching to the personality.

S. 20 E. object of the contract / II. Void II. Void contract is null if object a thing impossible, illicit or contrary to morals.
If the contract is vitiated in some of its clauses, these clauses are only void, unless it is to admit that the contract would not have been found without them.

S. 21 E. object of the contract / III. Injury III. Lesion

In case of disproportion evident among delivery promised by one parts and remuneration on the other, the injured party may, within a period of one year, declare that it cancels the contract and repeat what she paid, if the injury was determined by the operation of its gene, its lightness or inexperience.
The period of one short year after conclusion of the contract.

S. 22 E. object of the contract / IV. Promise to contract IV. Promise to contract the obligation to enter into a future agreement can be assumed contractually.
When, in the interest of the parties, Act makes the validity of the contract to the observation of some form, it applies also to the promise of acquiring.

S. 23 f. defects of consent / I. error / 1. Effects of F. defects of consent I. error 1 error. Effects of error the contract does not require the party who, at the time it concluded, was a fundamental error.

S. 24 f. defects of consent / I. error / 2. Case of error 2. Case of error the error is essential, in particular: 1. where the party which avails itself of its error intended to make one contract other than the one to which she said consent; 2. When she was taking something that was the subject of the contract, or any other person and is committed mainly into consideration this person; 3. When the benefit promised by contractors who avails himself of his error is significantly larger, or when remuneration is significantly less that he didn't want in reality; 4. When the error relates to facts that commercial loyalty allowed one that avails itself of its error as needed contract.

The error that relates only to the reasons for the contract is not essential.
Simple errors of calculation do not affect the validity of the contract; they should be corrected.

S. 25 f. defects of consent / I. error / 3. Action contrary to the rules of good faith 3. Action contrary to the rules of good faith the part which is the victim of an error cannot rely on them in a manner contrary to the rules of good faith.
She remains particularly obliged by the contract that it intended to do so, if the other party was ready to run it.

S. 26 f. defects of consent / I. error / 4. Error committed by negligence 4. Error committed by negligence the party invoking its error to avoid the effect of the contract is required to repair the damage of the invalidity of the convention if the error comes from its own fault, unless the other party has known or should know about the error.
The judge may, if equity so requires, allocate more considerable damages to the injured party.

S. 27 f. defects of consent / I. error / 5. Error an intermediate 5. An intermediate error the error rules shall apply by analogy, when the will of one of the parties was incorrectly sent a Messenger or any other intermediary.

S. 28 f. defects of consent / II. DOL II. DOL part induced to contract by the dol on the other is not obliged, even though his mistake is not essential.
The part that is a victim of the fraud of a third remains obliged, unless the other party has been or ought to know the dol at the conclusion of the contract.

S. 29 f. defects of consent / III. Well-founded fear / 1. Conclusion of the contract III. Well-founded fear 1. Conclusion of the contract if one of the parties contracted under the influence of a well-founded fear that he would be inspired without the right the other party or a third party, it is point obliged.
When threats are a third party and that the other party doesn't have neither known nor have known, contractors who is the victim and who wants to dispose of the contract is liable to compensate the other if fairness so requires.

S. 30 f. defects of consent / III. Well-founded fear / 2. Elements of the well-founded fear 2. Elements of the well-founded fear fear is deemed to be founded when the threatened portion was to believe, under the circumstances, that a serious and imminent danger threatened itself, or one of his relatives, in his life, his person, his honour or possessions.
The fear that invoke a right cannot be taken into consideration only if the gene of the threatened party has been exploited to extract it to the excessive benefits.

S. 31 f. defects of consent / IV. Lack of consent covered by the ratification of the contract IV. Consent covered by the ratification of the contract the contract tainted error or fraud, or concluded under the influence of a well-founded fear, is required for ratified when part that it requires point left to flow a year without declare to another resolution to not keep, or repeat what she paid.
The period run as soon as the error or fraud was discovered, or as soon as the fear is gone.
The ratification of a contract tainted by fraud or concluded under the influence of a well-founded fear does not necessarily imply the waiver of the right to seek damages.

S. 32 g. Representation / I. Powers / 1. In general / a. effects of representation G. Representation I. Under powers 1. In general a. effects of representation rights and obligations deriving from a contract made on behalf of another person by an authorized representative pass to the represented.
When at the time of the conclusion of the contract the representative did not became known as the represented only becomes directly creditor or debtor that if those with whom it contracts had inferred from the circumstances that there was a report of representation, or was reckless to deal with one or the other.
In other cases, an assignment of the receivable or resumption of debt is necessary in accordance with the principles that govern these acts.

S. 33 g. Representation / I. Powers / 1. In general / b. scope of authority b. scope of authority the power to perform legal acts for another person, in as long as it is based on public reports, is set by the public law of the Confederation and the cantons.
When powers are derived of a legal act, the scope is determined by this Act.
If the powers were worn by the represented to the knowledge of a third party, their extent is determined to the latter by the terms of the communication which has been made.

S. 34 g. Representation / I. Powers / 2. Powers arising out of a legal act / a. limitation and revocation 2. Powers arising from an act legal a. limitation and revocation the represented at any time has the right to restrict or revoke the powers arising out of a legal act, without prejudice to the claims that the representative may have to form against him under another cause, such as an individual work contract, a partnership agreement or a term.
Is no waiver early this right by the represented.
When the represented did know, either in express terms or by his actions, the powers he conferred, it cannot in oppose third parties of good faith total or partial revocation only if he did know this revocation.

New content according to chapter II art. 1 c. 1 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 see also the disp. fin. and trans. the tit. X at the end of the text.

S. 35 g. Representation / I. Powers / 2. Powers arising out of a legal act / b. effects of the death, incapacity, etc.

b. effects of the death, incapacity, etc.
The powers arising out of a legal act extinguished by the loss of the exercise of civil rights, bankruptcy, death or the declaration of absence, either the principal or the representative, unless the contrary has been ordered or arises out of the nature of the case.
It is also where a juridical person ceases to exist, or where a company registered in the trade register is dissolved.
The personal rights of the parties to the other remain reserved.

New content according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 36 g. Representation / I. Powers / 2. Powers arising out of a legal act / c. return of title recognizing the powers v. refund of title recognizing the powers the representative pledged a title noting its powers is obliged, when they ended, return or make the deposit in court.
If the represented or his successors fail to compel the representative, they meet the damage that might result in respect of third parties in good faith.

S. 37 g. Representation / I. Powers / 2. Powers arising out of a legal act / d. time from which the extinction of the powers has effect d. time from which the extinction of powers effect as long as the representative is not aware of the termination of its powers, the represented or his successors become by his creditors or debtors act as if the powers still existed.
Are excepted cases where third parties knew that the powers had been terminated.

S. 38 g. Representation / II. In the absence of powers / 1. Ratification II. In the absence of powers 1. Ratification when a person contracts without powers on behalf of a third party, it only becomes creditor or debtor unless it ratifies the contract.
The other party has the right to require that the represented States, within an appropriate period, whether or not it ratifies the contract; It ceases to be related, lack of ratification within this period.

S. 39 g. Representation / II. In the absence of powers / 2. The absence of ratification


2 the absence of ratification if ratification is denied expressly or tacitly, one who took representative can be operated in compensation for the damage resulting from the invalidity of the contract, unless he proves that the other party has known or have known the absence of powers.
In the case of fault of the representative, the judge may, if equity so requires, sentence him to more considerable damages.
The action based on unjust enrichment remains in all cases.

S. 40 g. Representation / III. Reserved special provisions III. Reserved special provisions are reserved for the special provisions on the credentials of the representatives and bodies of companies, as well as officers of proxy and other commercial agents.

S. 40aH. right of revocation in doorstep or similar contracts / I. scope H. right of revocation for doorstep or similar contracts I. scope of application the following provisions shall apply to contracts relating to movable things or services for a personal or family use of the customer, if: a. the provider of goods or services has acted in a professional or commercial activity and Quebec. the benefit of the acquirer exceeds 100 francs.

These provisions shall not apply to contracts of insurance.
In the event of significant change in the purchasing power of the currency, the federal Council adapt accordingly the amount indicated in the al. 1, let. b. introduced by chapter I of the Federal law of 5 oct. 1990, in force since 1 Jul. 1991 (1991 846 RO; FF 1986 II 360).

S. 40bH. right of revocation in doorstep or similar contracts / II. Principle II. Principle the purchaser may revoke its offer or acceptance if it was asked to make a commitment: a. at his place of work, in residential premises or in their vicinity immediate; b. in public transport or on the public highway; c. at a promotional demonstration related to an excursion or an opportunity of the same kind; d. by telephone or similar means of instant voice telecommunications.

Introduced by chapter I of the Federal law of 5 oct. 1990, in force since 1 Jul. 1991 (1991 846 RO; FF 1986 II 360).
New content according to chapter I of the Federal law of 18 June 1993, in force since 1 Jan. 1994 (1993 3120 RO; FF 1993 I 757).
Introduced by chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 40cH. right of revocation in doorstep or similar contracts / III. Exceptions III. Exceptions the purchaser may invoke its right to revocation: a. If it has expressly requested negotiations; b. If he made his statement at a market or fair booth.

Introduced by chapter I of the Federal law of 5 oct. 1990 (1991 846 RO; FF 1986 II 360). New content according to chapter I of the Federal law of 18 June 1993, in force since 1 Jan. 1994 (1993 3120 RO; FF 1993 I 757).

S. 40dH. right of revocation in doorstep or similar contracts / IV. Obligation to inform IV. Obligation to inform the supplier shall, in writing or by any other means of proof by a text, inform the purchaser the right of revocation, of the form and the time limit to enforce, and to communicate its address.
This information must be dated and allow identification of the contract.
They shall be provided to the purchaser so that there knowledge at the time where it offers the contract or accept it.

Introduced by chapter I of the Federal law of 5 oct. 1990 (1991 846 RO; FF 1986 II 360). New content according to chapter I of the Federal law of 18 June 1993, in force since 1 Jan. 1994 (1993 3120 RO; FF 1993 I 757).
New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 40eH. right of revocation in doorstep or similar contracts / V. Revocation / 1. Form and period V. Revocation 1. Form and deadline the revocation is not subject to any form. The evidence that it occurred within the time limits is the responsibility of the purchaser.
The revocation period is fourteen days and starts to run as soon as the purchaser: a. has proposed or accepted contract etb. has had knowledge of the information provided for in art. 40 d proof of the time where the purchaser has been informed of the information provided for in art. 40 d is the responsibility of the provider.
The deadline is met if the buyer communicates his notice of revocation to the supplier or delivers it to post the last day of the period.

Introduced by chapter I of the Federal law of 5 oct. 1990 (1991 846 RO; FF 1986 II 360). New content according to chapter I of the Federal law of 18 June 1993, in force since 1 Jan. 1994 (1993 3120 RO; FF 1993 I 757).
New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).
New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).
New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 40fH. right of revocation in doorstep or similar contracts / V. Revocation / 2. Consequences 2. Consequences if the acquirer has revoked the contract, the parties must repay benefits received.
If the purchaser has made use of the thing, it must rent appropriate to the provider.
The recipient must repay the advances and expenses made by the person who provided a service provision, in accordance with the provisions governing the mandate (art. 402).
The acquirer must any other compensation to the supplier.

Introduced by chapter I of the Federal law of 5 oct. 1990, in force since 1 Jul. 1991 (1991 846 RO; FF 1986 II 360).

S. 40g introduced by chapter I of the Federal law of 5 oct. 1990, in force since 1 Jul. 1991 (1991 846 RO; FF 1986 II 360). Repealed by Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, with effect from 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).

Chapter II: Obligations resulting from unlawful acts art. 41 A general principles / I. Conditions of liability A. principles General I. Conditions of liability that that causes, in an illicit way, injury to others, either intentionally or by negligence or imprudence, is required to repair it.
One who intentionally causes injury to another contrary to morals facts is also required to repair it.

S. 42 A general principles / II. Fixing the damage II. Fixing the damage the evidence of damage is the responsibility of the applicant.
When the exact amount of damage cannot be established, the judge fairly determined consideration of the ordinary course of things and the measures taken by the injured party.
The cost of treatment for animals that live in the home environment and are not kept for historic purposes or gain subject to appropriate reimbursement, even if they are higher than the value of the animal.

Introduced by chapter II of the LF of 4 oct. 2002 (animals), in force since April 1, 2003 (RO 2003 463; FF 2002 3885 5418).

S. 43A general principles / III. Determination of the compensation III. Determination of the compensation the judge determines the mode and scope of the repair, according to the circumstances and the gravity of the fault.
When an animal that lives in the domestic environment and is not kept in a patrimonial purpose or gain, is injured or killed, the judge may take into account in an appropriate measure of the value emotional of the animal for its holder or close to it.
Damages cannot be allocated annuity if the debtor is required to provide security.

Introduced by chapter II of the LF of 4 oct. 2002 (animals), in force since April 1, 2003 (RO 2003 463; FF 2002 3885 5418).

S. 44A general principles / IV. Reduction of the allowance IV. Reduction of indemnity the judge may reduce the damages or even no point allocate, where the injured party has consented to the lesion or when facts which it is responsible contributed to creating the damage, to increase it, or that they have worsened the situation of the debtor.
When the damage was caused intentionally or through serious negligence or recklessness, and that repair would expose the debtor to the gene, the judge may fairly reduce the damages.

S. 45 A general principles / V. specific cases / 1. Death of man and bodily / a. damages in case of death V. special cases 1. Dead man and injury bodily. damages in case of death in the event of death, damages include the costs, including those of burial.
If death has not occurred immediately, they include in particular the costs of treatment, as well as the damage arising from incapacity for work.
When, as a result of death, others have been deprived of their support, there are also held to compensate this loss.

S. 46 A general principles / V. specific cases / 1. Death of man and bodily / b. damages for injuries bodily b. damages in case of bodily harm in the event of bodily injury, the part that is the victim is entitled to the reimbursement of costs and damages resulting from inability to work total or partial, as well as the infringement of its economic future.

If it is not possible, at the trial, to determine with sufficient certainty the suites of bodily injury, the judge has the right to book a review of the judgment for a period of two years to more than the day where he gave.

S. 47 A general principles / V. specific cases / 1. Death of man and bodily / c. moral Reparation c. moral Reparation j. may, taking into account special circumstances, allocate the victim to injury or for death of man, to the family fair compensation as moral reparation.

S. 48 A general principles / V. specific case / 2. …

2....

Repealed by art. 21 al. the LF 1 from 30 sept. 1943 on unfair competition, with effect from March 1, 1945 (RS 2 945).

S. 49A general principles / V. specific case / 3. Infringement of personality 3. Injury to the personality one who suffers an unlawful interference to personality is entitled to a sum of money as a legal remedy, provided than the gravity of the infringement justified and that the author has not given her satisfaction otherwise.
The judge may override or add to the allocation of this allowance another mode of repair.

New content according to ch. II LF of 16 Dec 1. in force since 1 July 1983, 1985 (1984 778 RO; FF 1982 II 661).
In the German text "... und diese nicht wiedergutgemacht worden ist anders" and in the Italian text "... e questa non sia stata riparata in altro modo...". (... and that the injury has has not been repaired otherwise...).

S. 50A general principles / VI. Plurale responsibility / 1. In the event of wrongful act VI. Plurale liability 1. In the event of wrongful act when several have together caused injury, they must jointly and severally to repair, without it being necessary to distinguish between the instigator, the lead author and an accomplice.
The judge will appreciate if they have a right of recourse against each other and shall determine, where appropriate, the extent of this appeal.
The fence is required to damage only as much as he received a share of the profit or prejudiced by the fact of his cooperation.

S. 51 A general principles / VI. Plurale responsibility / 2. Competition of various causes of damage 2. Competition of various causes of damage when more liable for the same damage under different causes (unlawful act, contract, law), the legal provisions concerning the use of those who have together caused injury shall apply by analogy.
The damage is in the rule, supported first online by responsible persons determined by the wrongful act and, finally, by which, without that there is lack of its share or contractual obligation, stuck to the terms of the Act.

S. 52 A general principles / VII. Legitimate defence, if necessary, use authorised force VII. Legitimate defence, if necessary, use authorized force in self-defence, it is not due redress for the damage caused to the person or property of the aggressor.
Judge fairly determines the amount of the compensation owed by one that infringes on the property of others to protect themselves or to preserve a third party damage or imminent danger.
Anyone who uses force to protect its rights should any repair, if from the circumstances, the intervention of the authority could be obtained in a timely manner and there was no other way to prevent that these rights were lost or that exercise not in was made much more difficult.

S. 53A general principles / VIII. Relationship between civil and law criminal VIII. Relationship between civil and law criminal judge is point bound by the provisions of the criminal law accountability, nor by the pronounced criminal acquittal, to decide if there was misconduct or if the author of the wrongful act was capable of discernment.
The criminal judgment binds nor the civil judge in relation to the assessment of fault and fixing the damage.

S. 54 B liability of persons incapable of discernment B. liability of incapable persons of discernment if equity so dictate, the judge may order a same person incapable of discernment to repair all or part of the damage which it has caused.
One who struck a temporary disability of discernment is required to repair the damage that he has caused in that State, if he proves that there been without his fault.

S. 55 C C. employer responsibility employer liability is liable for damage caused by its employees or his other assistants in the performance of their work, if he proves that he took all the care ordered by the circumstances to divert damage of this kind or that his diligence had not prevented the damage to occur.
The employer has his remedy against the person who caused the injury, as it is responsible for the damage.

New content according to chapter II art. 1 ch. 2 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 see also the disp. fin. and trans. tit. X at the end of the text.

S. 56 D. liability of the keeper of animals / I. damages D. liability of the keeper of animals I. damages in the event of damage caused by an animal, the person holding it is responsible, if it proves that it has kept and monitored with the attention commanded by the circumstances or that her diligence had not prevented the damage to occur.
Its appeal remains reserved, if the animal was excited either by a third party or by an animal belonging to another person.


Repealed by art. 27 c 3 of the Federal law of June 20, 1986 on hunting, with effect from April 1, 1988 (RO 1988 506; FF 1983 II 1229).

S. 57 D. liability of the keeper of animals / II. Right to seize animals II. Right to seize the animals the possessor of an immovable has the right to seize the animals belonging to others that cause the damage on this building, and retain them in guarantee of compensation that may be due to him; It has even the right to kill them, if this measure is justified by the circumstances.
It is however required to notify without delay the owner of the animal, and, if it does not, take the necessary measures to find out.

S. 58 E. responsibility for buildings and other structures / I. damages E. responsibility for buildings and other structures I. damages the owner of a building or any other book answers the damage caused by defects of construction or lack of maintenance.
Is reserved his remedy against those responsible to him of this head.

S. 59 E. responsibility for buildings and other structures / II. II security measures. Security measures who is in danger of injury from the building or the work of others has the right to require the owner that it take the necessary measures to avert the danger.
Are reserved police regulations concerning the protection of persons and properties.

S. 59aF. responsibility for signing key F. liability in signing key of a signature key holder responds to the third of the damages that the latter have suffered because they have relied on a valid qualified certificate issued by a certification service provider recognized within the meaning of the law of 19 December 2003 on the electronic signature.
The holder of the signature key is released from liability if it can establish credibly that it has taken security measures reasonably imposed by the circumstances to avoid misuse of the signing key.
The federal Council shall adopt security measures to take within the meaning of para. 2. introduced by Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).
RS 943.03 s. 60 G. requirement G. requirement the action in damages or payment of a sum of money as a moral reparation is prescribed by one year from the day where the injured party became aware of the damage and of the person who is the author, and in all cases, ten years from the day where the delict has occurred.
However, if damages are derived from a punishable act submitted by the penal laws to a longer term requirement, this requirement applies to civil action.
If the wrongful act gave rise to a claim against the injured party, it may refuse the payment even when its right to demand compensation for the damage would be reached by the prescription.

New content according to Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

S. 61 h. responsibility of civil servants and public employees H. accountability of officials and public employees federal or cantonal legislation may derogate from the provisions of this chapter, in relation to the responsibility incurred by officials and public servants for damage or moral harm they cause in the exercise of their office.
The cantonal laws may derogate from the provisions of this chapter, if it acts committed by public officials or public employees and pertaining to the exercise of an industry.

New content according to Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

Chapter III: Obligations arising out of unjust enrichment art. 62. Conditions / I. In general a. Conditions I. In general who, without legitimate cause, has been enriched at the expense of others, was held in restitution.

The refund is due, in particular, of what was received without cause, under a cause which is not carried out, or a cause that has ceased to exist.

S. 63. Conditions / II. Payment for restitution II. Payment for restitution one who has paid voluntarily that there should not cannot repeat it if it proves that it has paid in believing, mistakenly, that he had what he paid.
What has been paid to satisfy a prescribed debt or to accomplish a moral duty cannot be repeated.
Are reserved for the recovery of the provisions of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.

RS 281.1 s. 64 B extent of refund / I. Obligations of the defendant B. scope of restitution I. Obligations of the defendant there is not place to return, insofar as that which received unduly establishes that it is more enriched during the rehearsal. unless however what it not is is functus officio in bad faith that he received or that it had to know in is contending, he could be required to render.

S. 65 B extent of refund / II. Rights resulting from the expenses II. Rights resulting from the expenses the defendant is entitled to reimbursement of its expenses necessary or useful; However, if it was already in bad faith during the reception, useful expenses only will be reimbursed only up to the added value still existing at the time of the refund.
The other expenses does not entitle her to any compensation, but it has the right to remove, before any refund, which he joined to the thing and which can be separated without damage to it, if the plaintiff offered him the equivalent of its expenses.

S. 66 C repeat excluded C. Repetition excluded there is not place to repeat what has been given to an illegal purpose or contrary to morals.

S. 67 D. Prescription D. Prescription due to unjust enrichment action prescribed by one year from the day where the injured party has been informed of his right to repeat and, in all cases, ten years from the birth of this right.
If enrichment is a claim against the injured party, it may refuse the payment even when its rights would be achieved by the prescription.

Second title: the effect of obligations chapter I: of the fulfilment 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 personally perform his obligation only if the creditor has an interest in that it is run by the debtor himself.

S. 69. A general principles / II. Subject of execution / 1. Partial payment II. Subject of execution 1. Partial payment the creditor may refuse a partial payment, when the debt is liquid and payable for all.
If the creditor accepts a partial payment, the debtor may refuse to pay the recognized part of the debt.

S. 70 A general principles / II. Subject of execution / 2. Indivisible obligation 2. Obligation indivisible when the obligation is indivisible and that there are several creditors, each of them may require the full implementation and the debtor is required to break free to all.
If there are multiple debtors, each of them is required to pay the indivisible obligation for all.
Unless the contrary follows from the circumstances, the debtor who has paid has appealed against his co-debtors for their part and portion and it is subrogated to that extent to the rights of the creditor.

S. 71 A general principles / II. Subject of execution / 3. Debt of an indeterminate thing 3. Debt something indeterminate if the due thing is determined only by its kind, the choice belongs to the debtor, unless the contrary follows from the case.
However, the debtor can offer something of lower quality than the average quality.

S. 72 A general principles / II. Subject of execution / 4. Alternative obligations 4. Bonds alternative if the contrary result of the case, the choice belongs to the debtor when its obligation extends to several benefits but that it cannot be held that for one of them.

S. 73 A general principles / II. Subject of execution / 5. Interest 5. Interests that must interest whose rate is fixed by the agreement or by law or usage, pay them at the rate of 5%.
The Suppression of the abuse conventional interest is reserved for public law.

S. 74 (b) place of execution B. place of performance the place where the obligation is to be performed is determined by the express or presumed parties will.
Or otherwise, the following provisions shall apply: 1. when it comes to money, the payment occurs in the place where the creditor is domiciled at the time of the payment; 2. where the requirement is for a given thing, the thing is delivered in the place where it stood at the time of the conclusion of the contract; 3. any other obligation is performed in the place where the debtor was domiciled when she took birth.

If the performance of an obligation which had to be paid to the creditor's domicile is significantly worsened by the fact that the creditor has moved since the obligation arose, execution can be held validly in his primitive home.

S. 75 C time of execution / I. Obligations without end C. time of execution I. Obligations without term or term stipulated or resulting from the nature of the case, the obligation can be performed and execution may in be required immediately.

S. 76 C time of execution / II. Term bond / 1. Terms monthly II. Obligations in term 1. Monthly terms fixed for the execution at the beginning or at the end of a month is defined as the first or the last day of the month.
The term set in the middle of a month means the 15th of this month.

S. 77 C time of execution / II. Term bond / 2. Other words 2. Other words when an obligation must be performed or some other legal act done at the expiry of a certain period since the conclusion of the contract, the deadline is set as follows: 1. If the deadline is days, the debt is overdue the last day of the period, that the conclusion of the contract is not counted; is it eight or fifteen days, it means not one or two weeks, but eight or fifteen full days; 2. If the deadline is a week, debt has expired the day that corresponds in the last week, by name on the day of the conclusion of the contract; 3. If the time limit is fixed per month or a period of time covering several months year, semester, quarter, debt has expired the day which, in the past month, corresponds by its calendar on the day of the conclusion of the contract; If there's not, in the last month, appropriate date the obligation runs the last day of said 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, fifteen days are counted last.

These rules are also applicable if the time limit runs from one time other than that of the conclusion of the contract.
When an obligation must be performed during a certain period of time, the debtor is bound to pay before the expiry of the deadline.

S. 78 C time of execution / II. Term bond / 3. Sunday and days holidays 3. Sunday and public holidays the expiry date which falls on a Sunday or other holiday recognized by the laws in force in the place of payment, is shifted from right to the first non-holiday day that follows.
The agreement to the contrary remain reserved.

For federal law legal deadlines and time limits fixed by the authorities in accordance with federal law, Saturday is currently deemed to a holiday officially recognized (art. 1 of the Federal law of June 21, 1963, on the speculation of the time including a Saturday; RS 173.110.3).

S. 79 C time of execution / III. Hours devoted to Affairs III. Hours devoted to business execution takes place and must be accepted, the day of maturity, usually devoted to business hours.

S. 80 C time of execution / IV. Extension of the term IV. Extension of the term in case of extension of the term agreed to for the execution, the new time limit short, unless otherwise agreed, from the first day following the expiry of the previous period.

S. 81 C time of execution / V. early V. early Execution debtor may perform his obligation before the due date, if the contrary intention of the parties is the clauses or the nature of the contract or the circumstances.
It has however the right to deduct a discount unless authorized by the convention or usage.

S. 82 C time of execution / VI. In bilateral contracts / 1. Mode of execution VI. In bilateral contracts 1. Mode of execution that continues execution of a bilateral contract must have executed or offer to run its own obligation, unless it is for the benefit of a term based on the clauses or the nature of the contract.

S. 83 C time of execution / VI. In bilateral contracts / 2. Unilateral termination 2 insolvency. Unilateral termination in the event of insolvency if, in a bilateral contract, the rights of the parties are put at risk because the other has become insolvent, and particularly in the event of bankruptcy or unsuccessful seizure, the thus threatened party may refuse to run until the execution of the obligation, for its own benefit has been guaranteed.
It may dispose of the contract if this warranty only him is not provided, at its request, within an appropriate period.


S. 84. the payment / I. currency of country D. Payment I. the country's currency the payment of a debt that has for object a sum of money is done by means of payment which are legal tender in the due currency.
If the debt is expressed in a currency that is not the currency of the country of the place of payment, it can be paid in the currency of the country during the day of the deadline, unless the literal execution of the contract was stipulated by the words "actual value" or whatever ' further similar.

New content according to Chapter 2 of the annex to the Federal law of 22 Dec. 1999 on the currency and means of payment, in force since May 1, 2000 (RO 2000 1144; FF 1999 6536).

S. 85 D. Payment / II. Posting / 1. In the event of partial payment II. Charging 1. In the event of partial payment the debtor cannot apply a partial payment on the capital as it is not late for interest or fees.
If the creditor has received for a fraction of the debt of the bonds, guarantees or other security, the debtor doesn't have the right to apply a partial payment on the guaranteed fraction or better guarantee of the debt.

S. 86 (D). Payment / II. Posting / 2. If there are several debts / has. And after the declaration of the debtor or the creditor 2. If there are several debts has. According to the declaration of the debtor or the debtor creditor who has several debts payable to the same creditor has the right to declare, upon payment, which it intends to carry out.
Lack of statement on his part, the payment is applied to the debt that the creditor refers to in the receipt, if the debtor is immediately opposed.

S. 87 (D). Payment / II. Posting / 2. If there are several debts / b. And after the Act b. And after the law when there is no valid declaration, or the release is no imputation, the payment charged on debt due; If several debts are payable, which gave rise to the first proceedings against the debtor; If there has not been a prosecution on matured debt first.
If several debts are due at the same time, the charge is proportionately.
If none of the debt is overdue, the imputation is made on which one offers fewer guarantees for the creditor.

S. 88 D. Payment / III. Receipt and delivery of the title / 1. Right to require them III. Receipt and delivery of title 1. Right of require them debtors who pay has the right to require a receipt, and if the debt is extinguished completely, surrender or cancellation of the title.
If the payment is not full or the title gives other rights to the creditor, the debtor may only require a receipt and the mention of the payment on the title.

S. 89 D. Payment / III. Receipt and delivery of the title / 2. Effects 2. Effects where interest or other periodic charges, the creditor who gives a discharge for a term, without any reservations, is alleged to have collected previous terms.
If it gives discharge for capital, it is presumed to have perceived interests.
The awarding of the title to the debtor is presumed extinction of the debt.

S. 90 D. Payment / III. Receipt and delivery of the title / 3. Impossibility of title 3. Unable to reset the title if the creditor claims to have lost his title, the debtor who pays can force him to deliver a genuine statement, or duly legalized, noting the cancellation of the title and the extinguishment of debt.
Are reserved for the provisions regarding the cancellation of securities.

S. 91 E. remains of the creditor / I. Conditions E. I. Conditions the creditor creditor is notice when it refuses without lawful reason to accept delivery regularly offered, or to carry out preparatory acts that its obligations and without which the debtor cannot perform his obligation.

S. 92 E. remains of the creditor / II. Effects / 1. When the object of the obligation is a thing / a. right record II. Effects 1. When the object of the obligation is one thing a. right to record when the creditor is in default, the debtor has the right to record the thing at the cost and risk of the creditor and thus free of its obligation.
The judge of the place of the consignment; However even without the judge's decision, goods may be documented in a warehouse.

New content according to Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, in force since 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).

S. 93 E. remains of the creditor / II. Effects / 1. When the object of the obligation is a thing / b. right to sell b. right to sell if the nature of the thing or the kind of business puts obstacle to a deposit, if the thing is prone to dieback or if it requires maintenance or significant filing fees costs, the debtor may, after prior warning and with the approval of judge sell publicly and in record price.
If the thing is listed on the stock exchange, if it has a list price, or if it is of little value proportionally at the expense, it is not necessary that the sale is public, and the judge may authorize even without prior warning.

S. 94 E. remains of the creditor / II. Effects / 1. When the object of the obligation is a thing / v. right to withdraw the recorded thing c. right to withdraw the recorded thing the debtor has the right to withdraw the thing recorded, as long as the creditor has not declared whether he accepted it or until the consignment has not resulted in the extinction of a pledge.
The debt is reborn with all its accessories from the withdrawal of the deposit.

S. 95 E. remains of the creditor / II. Effects / 2. When the object of the obligation is not something 2. When the object of the obligation is not a thing when the object of the obligation does not consist in the delivery of a thing, the debtor may, if the creditor is notice, terminate the contract in accordance with the provisions governing the residence of the debtor.

S. 96 f. Execution prevented for other causes F. Execution prevented for other causes the debtor is allowed to record or to dispose of the contract, as in the case of the residence of the creditor, if the benefit payable cannot be offered to the latter or its representative, for another reason personal to the creditor, or if there is uncertainty about the person of that without the fault of the debtor.

Chapter II: Effects of the non-fulfilment of obligations art. 97. Inexécution / I. liability of the debtor / 1. In general A. breach I. liability of the debtor 1. In general when the creditor cannot obtain the performance of the obligation or cannot get it imperfectly, the debtor is required to repair the damage resulting therefrom, unless he proves that no fault is attributable to him.
The provisions of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy and the code of civil procedure of December 19, 2008 (CPC) shall apply to the execution.

RS 281.1 RS 272 new content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 98. Inexécution / I. liability of the debtor / 2. Obligations of do and Don'ts 2. Obligations of do and not to do if there is an obligation to do, the creditor may be available for execution at the expense of the debtor; any action for damages remains reserved.
Anyone who contravenes an obligation not to do should the damages by the sole fact of the contravention.
Furthermore, the creditor has the right to demand that what was done in contravention of the commitment should be deleted; It can be allowed to operate this deletion at the expense of the debtor.

S. 99. A breach / II. Extent of repair / 1. In general II. Extent of the reparation 1. In general in general, the debtor responds of any wrongdoing.
This responsibility is more or less extended according to the particular nature of the case; she appreciates particularly with less rigor when the case is not intended to give an advantage to the debtor.
The rules relating to liability arising from unlawful acts shall apply by analogy to the effects of the contractual fault.

S. 100. A breach / II. Extent of the reparation / 2. Exclusive agreement of responsibility 2. Exclusive agreement of liability is void any provision for release ahead of the debtor's liability to which it would incur in the event of fraud or gross negligence.
The judge may, under his power of discretion, hold to void a clause which would release in advance the debtor from any liability in the event of slight fault, if the creditor at the time where he gave to search the debtor, was at his service, or if the liability results from the exercise of an industry granted by the authority.
The specific rules of the insurance contract remains reserved.

S. 101. A breach / II. Extent of the reparation / 3. Liability for assistants 3. Liability for auxiliaries who, even in a lawful manner, gives auxiliaries, such as persons living in the same household with him or workers, to perform a duty or exercise a right deriving from an obligation, is liable to the other party for the damage they cause in the performance of their work.
A prior agreement may exclude wholly or partly the responsibility deriving from the fact of auxiliaries.
If the creditor is at the service of the debtor, or if the liability results from the exercise of an industry granted by the authority, the debtor cannot be exempt conventionally as the responsibility resulting from slight negligence.


New content according to chapter II art. 1 ch. 3 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 see also the disp. fin. and trans. tit. X at the end of the text.

S. 102 B residence of the debtor / I. Conditions B. residence of the debtor I. Conditions the debtor of an obligation due is warned by the inquiry of the creditor.
When the day of execution has been determined by mutual agreement or fixed by one of the parties by virtue of a right to her reserved and by means of a regular warning, the debtor is warned by the only expiration of this day.

S. 103B residence of the debtor / II. Effects / 1. Liability for incidental cases II. Effects 1. Liability for incidental cases the debtor notice shall damages due to late running and meets even the fortuitous.
It can avoid this liability by proving that he is found without any fault on his part or fortuitous reached the thing due, at the expense of the creditor, even if the execution had taken place in time.

S. 104 B residence of the debtor / II. Effects / 2. Moratorium interest / has. In general 2. Moratorium interest was. In general the debtor who is in default for payment of a sum of money should the moratorium interest at 5% the year, even if a lower rate had been fixed for the conventional interest.
If the contract stipulates, directly or in the form of a periodic Bank provision, an interest of 5%, this higher interest can also be required from the debtor in default.
Between traders, as long as the discount in the place of payment is greater than 5% rate, moratorium interest can be calculated at the rate of discount.

S. 105 B residence of the debtor / II. Effects / 2. Moratorium interest / b. debtor-in-residence for the interests, arrears are given b. debtor-in-residence for the interests, arrears and are given the debtor notice for the payment of interest of arrears or a sum which he made donation, shall the interest moratorium until the day of continued or instituted.
Any contrary provision is to be assessed in accordance with the provisions governing the criminal clause.
Interest may be charged for delay in the payment of interest on arrears.

S. 106 (b) residence of the debtor / II. Effects / 3. Additional damage 3. Injury extra when the damage experienced by the creditor exceeds the moratorium interest, the debtor is required to repair this damage also proves that no fault is attributable to him.
If this additional damage can be assessed in advance, the judge has the right to determine the amount by pronouncing on the merits.

S. 107 B residence of the debtor / II. Effects / 4. Right of termination / has. With a 4 period. Right of termination. With a period where, in a bilateral contract, one of the parties is in residence, the other can fix him or make him fix a suitable time frame by the competent authority to run.
If execution is not intervened at the expiration of this time limit, the right to ask and to press for damages for delay can still be exercised; However, the creditor making the immediate statement can waive this right and claim damages due to non-fulfilment or divest itself of the contract.

S. 108 B residence of the debtor / II. Effects / 4. Right of termination / b. termination immediate b. immediate termination the fixing of a time limit is not necessary: 1. where it appears from the attitude of the debtor that this measure would be ineffective; 2. When, as a result of the residence of the debtor, the execution of the obligation became meaningless for the creditor; 3. When under the terms of the contract execution should take place exactly at a fixed term or within a specified period.

S. 109 B residence of the debtor / II. Effects / 4. Right of termination / c. effects of termination c. effects of termination the creditor that departure from the contract may refuse the promised delivery and repeat what he has already paid.
He may also claim compensation for the damage resulting from the lapse of the contract, if the debtor proves that no fault is attributable to him.

Chapter III: The effect of the requirements regarding the third article 110 A subrogation A. Subrogation the party that pays the creditor is legally subrogated, due to competition, to the latter's rights: 1. where there dégrève something pledged for the debt of others and has on this thing a right of ownership or other right real; 2. When the creditor was notified by the debtor that the third party who pays should take his place.

S. 111 B surety B. guarantee him who promises to others the fact of a third party, was held in damages due to non-fulfilment on the part of such third party.

S. 112 C stipulations for others / I. In general v. Stipulations for others I. In general who, acting in his own name, has stipulated an obligation to a third party has the right to demand execution for the benefit of the third party.
The third party or his successors may also personally claim execution, when such was the intention of the parties or that such use.
In this case, and the moment where the third party declares the debtor that it intends to exercise its right, it depends more on the creditor to release the debtor.

S. 113 C stipulations for others / II. In the event of civil liability covered by insurance II. In the event of civil liability covered by insurance when an employer is insured against civil liability suites while the employee contributed at least for half of the payment of the premiums, the rights deriving from insurance exclusively belong to the employee.

Third title: extinction of obligations art. 114. Extinction of obligation accessories A. Extinction of obligation accessories when the principal obligation is extinguished by payment or otherwise, bonds, pledge and other incidental rights also extinguish.
Accrued interest previously can no longer be claimed that if this right was stipulated or the circumstances.
Are reserved for the special provisions on the pledge of real estate, securities and the concordat.

S. 115 B discount conventional B. discount conventional there is need to any special form to cancel or reduce conventionally a claim, even when, according to law or the will of the parties, the obligation was able to take birth under certain conditions of form.

S. 116 C novation / I. In general v. Novation I. In general the novation is point presumed.
In particular, the novation is not subscription to a commitment to change due to an existing debt, or the signing of a new claim or a new bond Act title; all, unless otherwise agreed.

S. 117 C novation / II. Account II. Account the sole entry of various articles in a current account shall point novation.
However, there are novation when the account balance has been recognized and arrested.
If one of the articles is for the benefit of special guarantees, the creditor retains these guarantees, even after the account balance has been recognized and arrested. any agreement to the contrary remains reserved.

S. 118 D. Confusion D. Confusion the obligation is extinguished by confusion, when the qualities of creditor and debtor are combined in the same person.
The obligation is reborn, if the confusion comes to stop.
Are reserved for the special provisions on the pledge of real estate and securities.

S. 119 E. impossibility of execution E. impossibility of execution obligation shuts off when performance becomes impossible as a result of circumstances beyond the control of the debtor.
In bilateral contracts, the debtor thus released is required to return, according to the rules of unjust enrichment, what it has already received and it can no longer claim what was due.
Are excepted the case in which the law or the contract put risk borne by the creditor before even that the obligation is carried out.

S. 120 f. Compensation / i. Conditions / 1. In general F. Compensation I. Conditions 1. When two persons are debtors towards other sums of money or other benefits of the same species, each of the parties can usually compensate his debt with his claim, if the two debts are payable.
The debtor can oppose the compensation even if his claim is disputed.
The compensation of a prescribed debt may be invoked, if the debt was not extinguished by prescription at the time where she could be compensated.

S. 121 f. Compensation / i. Conditions / 2. Bond 2. The bail bonding may refuse to pay the creditor, as the principal debtor has the right to demand compensation.

S. 122 f. Compensation / i. Conditions / 3. Stipulations for others 3. Stipulations for the others who is forced to a third party can offset its debt with that owes the other contractor.

S. 123 f. Compensation / i. Conditions / 4. In the event of bankruptcy of the debtor 4. In the event of bankruptcy of the debtor creditors have the right, in the bankruptcy of the debtor, to compensate their claims, even if they are not payable, with those that the bankrupt may have against them.
Ineligibility or the revocability of the compensation in the event of bankruptcy of the debtor is governed by the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.

RS 281.1 s. 124 f. Compensation / II. Effects II. Effects the compensation takes place only as much as the debtor did the creditor its intention to invoke it.

The two debts are then deemed extinguished, up to a maximum of the amount of the lowest, from the time when they could be compensated.
Therein the specific uses of trade in current account.

S. 125 f. Compensation / III. Non-compensable claims III. Non-compensable claims cannot be extinguished by offsetting against the wishes of the creditor: 1. claims aimed either refund or the equivalent of a thing deposited, subtracted without right or restraint by dol; 2. claims which the special nature requires effective payment into the hands of the creditor, such as food and pay absolutely necessary for the maintenance of the debtor and his family; 3. claims deriving from the law in favour of the State and the communes.

In the German 'of the Glaubigers"and Italian texts 'del creditore '. To be read in french "of the creditor.

S. 126 f. Compensation / IV. Waiver IV. Waiver of the debtor may waive compensation in advance.

S. 127 G. Prescription / i. time / 1. Ten years G. Prescription I. time limits 1. Ten years all actions are prescribed by ten years, when federal civil law does not provide otherwise.

S. 128 G. Prescription / i. time / 2. Five years 2. Five years are prescribed by five years: 1. the rents and rents, the interests of capital and any other fees regular; 2. actions for supplies of food, alimony and hostel expenses; 3. the actions of the craftsmen, for their work; merchants in retail, for their supplies; doctors and other people's art, for their care; lawyers, prosecutors, agents of law and notaries, for their professional services; as well as those of workers, for their services.

New content according to chapter II art. 1 c. 4 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 129 G. Prescription / i. time / 3. Peremptory time limits 3. Peremptory time limitation periods laid down in this title cannot be changed conventionally.

S. 130 g. Prescription / i. time / 4. Beginning of the prescription / has. In general 4. Initiation of the prescription is. In general prescription runs as soon as the debt became payable.
If the payment falls due shall be subject to a warning, the short prescription on the day for which this warning could be given.

S. 131 G. Prescription / i. time / 4. Beginning of the prescription / b. In periodic benefits b. In periodic benefits in annuities and other similar periodic benefits, prescription runs as to the right to claim the service, on the day of the first term remained unpaid indebtedness.
The prescription of the claim sets the arrears.

S. 132 g. Prescription / i. time / 5. Speculation of the time limits 5. Speculation of delays in the calculation of the time, the day from which short prescription is not counted and it is acquired when the last day of the period has elapsed without having been used.
The rules relating to the calculation of time for performance of the obligations are applicable.

S. 133 g. Prescription / II. Prescription of props II. Accessories prescription the prescription of the principal debt causes than the interest and other receivables accessories.

S. 134 G. Prescription / III. Prevention and suspension of the limitation period III. Prevention and suspension of prescription prescription run point and, if it had begun to run, it is suspended: 1. in respect of the claims of the children against their father and mother, as long as lasts the authority parental; 2. regarding claims of the person incapable of discernment against proxy for cause of incapacity during the period of validity of the mandate; 3. regarding claims of spouses against each other during the marriage; 3. regarding claims of partners recorded one against the other, during the partnership; 4. regarding claims of workers from the employer, when they live in her household, during intercourse work; 5. as long as the debtor is life tenant of the debt; 6. as long as it is impossible to assert the claim before a Swiss Court.

The limitation period starts to run, or resumes, upon the expiry of the day which cease the causes which suspend the.
Are reserved for the special provisions of the prosecution and the Bankruptcy Act.

New content according to Chapter 2 of the annex to the Federal law of 26 June 1998, in force since 1 Jan. 2000 (RO 1999 1118; FF 1996 I 1).
New content according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).
Introduced by c. 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).
New content according to chapter II art. 1 ch. 5 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 135 g. Prescription / IV. Interruption / 1. Interruptive IV. Interruption 1. Interruptive prescription is interrupted: 1. when the debtor recognizes the debt, including paying interest or instalments, constituting a guarantee or by providing bail; 2. When the obligee has asserted its rights by lawsuits, by an application of conciliation, an action or an exception before a court or an arbitral tribunal or by an intervention in a bankruptcy.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 136 G. Prescription / IV. Interruption / 2. Effects of the interruption to the co-obligants 2. Effects of the interruption to the co-obligants prescription interrupted against one of the debtors in Solido or one of the co-debtors of indivisible debt it is also against all others.
The prescription was suspended against the principal debtor is also against the guarantor.
The prescription was suspended against the surety is point against the principal debtor.

S. 137 G. Prescription / IV. Interruption / 3. The new period / a. recognition or judgement 3. The new period a. recognition or judgement a new deadline begins to run upon interruption.
If the debt has been recognized in a title or documented by a judgment, the new limitation period is always ten years.

S. 138 G. Prescription / IV. Interruption / 3. The new period / b. due to the creditor b. fact of creditor prescription interrupted by the effect of a request for conciliation, an action or an exception restarts when the Court closes the procedure.
If the interruption results from prosecution, the limitation period resumes from each act of prosecution.
If the interruption is the result of intervention in a bankruptcy, prescription recommences to run from the moment where, according to the legislation on the matter, it is again possible to assert the claim.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 139 G. Prescription / V....

V....

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

S. 140 G. Prescription / VI. Debt secured by pledge furniture VI. Debt secured by pledge furniture the existence of a furniture pledge in favour of the claim does not preclude the prescription of it, but the creditor retains the right to enforce its pledge.

S. 141 g. Prescription / VII. Waiver of the limitation period VII. The prescription waiver is void any waiver advance prescription.
The waiver is made by one of several codebtors is not opposable to the other.
It's the same if this is one of the co-debtors of indivisible debt; and the waiver is made by the principal debtor is not no longer opposable to the surety.

S. 142 g. Prescription / VIII. Invocation of prescription VIII. Invocation of prescription the judge may substitute ex officio means resulting from prescription.

Fourth title: modalities of obligations chapter I: of solidary obligations art. 143 A passive solidarity / I. Conditions A. solidarity passive I. Conditions there is solidarity between several debtors when they declare to be bound in such a way that to the creditor each is held for all.
Absence of a similar declaration, solidarity exists only in the cases provided by law.

S. 144 A passive solidarity / II. Relationship between creditor and debtor / 1. Effects / a. responsibility of the II codebtors. Relationship between creditor and debtor 1. Effects a. responsibility of the co-debtors the creditor may, at its option, require all obligors or one of them run full or partial satisfaction of the obligation.
The debtors remain all obliged until the total extinction of the debt.

S. 145 A passive solidarity / II. Relationship between creditor and debtor / 1. Effects / b. Exceptions belonging to the codebtors b. Exceptions owned the co-debtors a joint and several debtor may oppose the creditor to other exceptions be those resulting, of his personal relations with him, either the cause or object of the solidary obligation.
He is liable to his co-obligants if it does not represent exceptions that are common to all.


S. 146 A passive solidarity / II. Relationship between creditor and debtor / 1. Effects / c. personal statement of one of the co-debtors c. personal statement of one of the co-debtors unless otherwise agreed, one of the debtors in Solido cannot aggravate by its personal statement the position of others.

S. 147 A passive solidarity / II. Relationship between creditor and debtor / 2. Extinction of the solidary obligation 2. Extinction of the solidary obligation as solidary debtors whose payment or compensation off the debt in full or partly frees others to the extent of the extinct portion.
If one of the debtors in Solido is released unless the debt has been paid, his release only benefits to others only to the extent indicated by the circumstances or the nature of the obligation.

S. 148 A passive solidarity / III. Relationship between the co-debtors / 1. Sharing solidarity III. Relationship between the 1 codebtors. Sharing of solidarity if the contrary does not entail obligations, each of the debtors in Solido must bear an equal share of the payment made to the creditor.
He who pays beyond its share for the surplus, appealed against the other.
What can be salvaged from one of them is divided by equal portions between the others.

S. 149 A passive solidarity / III. Relationship between the co-debtors / 2. Subrogation 2. Subrogation solidary debtor who enjoys a remedy is subrogated to the rights of the creditor to the extent of what he has paid him.
If the creditor improves the condition of one of the debtors in Solido at the expense of others, he personally supports the consequences of his act.

S. 150b solidarity active B. active solidarity there is solidarity among several creditors, when the debtor declares giving each of them the right to request full payment of the debt, and when this solidarity is provided by law.
The payment made to one of the obligees releases the debtor to all.
The debtor has the option to pay to one or the other, as long as it was not notified by the prosecution of one of them.

Chapter II: Conditional obligations art. 151 A condition precedent / I. In general a. Condition precedent I. In general the contract is conditional, when the existence of the obligation forming the object is subject to the arrival of an uncertain event.
It produces effects only as from the moment the condition was fulfilled, if the parties have not expressed a contrary intention.

S. 152 A suspensive condition / II. While the condition is pending II. While the condition is in abeyance as long as the condition is not fulfilled, the debtor must refrain from any act which would prevent that the obligation was duly carried out.
The creditor whose conditional rights are put at risk may take the same protective measures as if his claim was pure and simple.
Layout anything done before the advent of the condition is zero as that it compromises the effects thereof.

S. 153 A suspensive condition / III. Profits withdrawn in the meantime III. Profit withdrawn in the meantime the creditor on which the promised thing was delivered before the accomplishment of the condition can, when the condition was fulfilled, keep the profit made in the meantime.
When the condition comes to fail, it is required to return the profit made.

S. 154 B Resolutive condition B. Condition subsequent contract whose resolution is subject to the arrival of an uncertain event ceases to produce its effects from the moment where the condition was fulfilled.
There's point, in the rule of retroactive effect.

S. 155 C common provisions / I. accomplishment of the condition provisions Commons i. c. accomplishment of the condition if the condition is to an action by one of the parties, unless it is bound to act personally, his heir can take his place.

S. 156 C common provisions / II. Fraud prevention II. Fraud prevention condition is deemed accomplished when one of the parties has prevented the advent defiance of the rules of good faith.

S. 157 C common provisions / III. Prohibited requirements III. Conditions prohibited when the stipulated condition is designed to cause either an act or an omission illegal or contrary to morals, the obligation which depends on is null and void.

Chapter III: A deposit, the disclaimer, withholding salary and the Penal clause art. 158. Arrhes and Disclaimer A. deposit and Davis that gives a deposit is deemed give them in the conclusion of the contract, and not as a penalty.
Unless local usage or agreement to the contrary, he who has received the deposit keeps without having to apply the debt.
When a disclaimer stated, each of the Contracting Parties is supposed to be able to dispose of the contract, who paid the sum by abandoning, who received by returning it to the double.

S. 159 B....

B....

Repealed by chapter II art. 6 c. 1 of the Federal law of June 25, 1971, with effect from 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 160 C penalty clause / I. rights of the creditor / 1. Relationship between sentencing and executing C. Clause criminal I. rights of creditor 1. Relationship between sentencing and execution where a penalty was stipulated for breach or imperfect execution of the contract, unless otherwise agreed, the creditor may request execution or the agreed penalty.
When the penalty was stipulated for breach of the contract at the time or in the agreed place, the creditor may apply to the time that the contract is executed and the prescribed penalty, if it does not expressly waives this right or if it accepts the execution without reservations.
The debtor shall retain the right to prove that it has the right to dispose of the contract by paying the stipulated penalty.

S. 161 C penalty clause / I. rights of the creditor / 2. Relationship between the penalty and the damage 2. Relationship between the penalty and the damage the penalty is incurred even if the creditor has experienced no damage.
The creditor whose damage exceeds the amount of the penalty, can claim higher compensation only by establishing a foul charged to the debtor.

S. 162 C penalty clause / I. rights of the creditor / 3. Right of the creditor to partial payments in case of cancellation 3. Right of the creditor to partial payments in case of termination penalty provisions are applicable to the convention by which the partial payments remain, upon termination, acquired to the creditor.


Repealed by chapter II 1 of annex 2 to the Federal law of 23 March 2001 on consumer credit, with effect from 1 Jan. 2003 (RO 2002 3846; FF 1999 2879).

S. 163 C penalty clause / II. Amount, invalidity and reduction of punishment II. Amount, invalidity and reduction of the penalty the parties freely set the amount of the penalty.
The stipulated penalty may be required when she intended to punish an obligation to illicit or immoral, nor, unless otherwise agreed, when the performance of the obligation has become impossible as a consequence of a circumstance which the debtor is not responsible.
The judge must reduce the penalties it considers excessive.

Fifth title: assignment of claims and the resumption of debt article 164 a. Cession of claims / I. Conditions / 1. Voluntary assignment / a. eligibility A. assignment of receivables I. Conditions 1. Voluntary assignment. eligibility the creditor may assign its right to any third party without the consent of the debtor, unless the assignment only is prohibited by law, convention or the nature of the case.
The debtor may not rely on that the debt had been stipulated not transferable if the third party has become creditor on the basis of a written acknowledgement not mentioning the non-transferability.

S. 165 a. Cession of claims / I. Conditions / 1. Voluntary assignment / b. form of contract b. form of contract assignment is valid if it has been found in writing.
No particular form is required for the promise to assign a receivable.

S. 166. Cession of claims / I. Conditions / 2. Legal or judicial assignment 2. Transfer legal or judicial when the transfer takes place under the Act or a judgment, it is enforceable against third parties without any formality and even independent of any manifestation of will on the part of the previous creditor.

S. 167 a. Cession of claims / II. Effects of assignment / 1. The assigned debtor / a. made payment in good faith II. Effects of assignment 1. The assigned debtor a. made payment in good faith the debtor is validly released if, before that assignment has brought to its attention by the assignor or the assignee, it pays in good faith in the hands of the previous creditor or, in the case of multiple assignments, the hands of one transferee to which another has the right to be preferred.

S. 168 a. Cession of claims / II. Effects of assignment / 1. The assigned debtor / b. refusal of payment and recording b. refusal of payment and deposit the debtor of a receivable whose property is contested may refuse payment and release by the consignment of the sum in justice.
He pays at its peril, if he does so with knowledge of the dispute.
If there are trial during and that the receivable or payable, each party may compel the debtor to pay the due amount.

S. 169. Cession of claims / II. Effects of assignment / 1. The assigned debtor / c. Exceptions of the assigned debtor v. defences of the obligor transferred the debtor may raise against the assignee, as he might have against the assignor, exceptions that belonged to her at the time where he had knowledge of the assignment.

If he had against the assignor a non yet debt at this time, he can summon the compensation, provided that his claim is not payable subsequent to the assigned receivable.

S. 170 a. Cession of claims / II. Effects of assignment / 2. Transfer of associated rights, securities and means of evidence 2. Transfer of associated rights, titles and evidence the assignment of a receivable includes the rights of preference and other ancillary rights, except those that are inseparable from the person of the transferor.
The assignor shall deliver to the transferee the debt obligation and provide the existing means of evidence, as well as the information needed to enforce its rights.
Arrears interest are presumed to have been sold with the principal claim.

S. 171 a. Cession of claims / II. Effects of assignment / 3. Warranty / has. In general 3. Warranty has. In general if the transfer takes place for consideration, the transferor is guarantor of the existence of the debt at the time of the transfer.
It will address the solvency of the debtor only when it is committed.
If the transfer takes place for free, the assignor is not same guarantor of the existence of the claim.

S. 172. Cession of claims / II. Effects of assignment / 3. Warranty / b. assignment as a dation in payment assignment. b as a dation in payment when an assignment has taken place as payment, but without specifying the sum to count down, the transferee is required to charge on his claim that what it receives effectively of the debtor, or what he could have received him by making the necessary diligences.

S. 173 a. Cession of claims / II. Effects of assignment / 3. Warranty / c. coverage v. the assignor obliged to warranty coverage is required to the assignee up to the amount he received in principal and interest. It must, in addition, the transfer costs and those unsuccessful prosecution against the debtor.
When the transfer takes place under the Act, the previous creditor is guarantor or the existence of the debt, or the solvency of the debtor.

S. 174. Cession of claims / III. Reserved special rules III. Reserved special rules are reserved for special rules which the Act shall submit the transfer of certain rights.

S. 175 B assumption of debt / I. debtor and B. resumption of debt I. debtor and resuming the promise made to a debtor to resume its debt requires taking up to release either by paying the creditor, or taking on the debt of the consent.
Picking it up can be operated in fulfilment of this commitment by the debtor, as long this last has not completed owed its obligations deriving from the contract of debt assumption.
The former debtor which is not released may apply security to the taking.

S. 176 B assumption of debt / II. Contract between resuming and creditor / 1. Offer and acceptance II. Contract between picking up and creditors 1. Offer and acceptance the replacement of the former debtor and his release will operate by a contract between taking it and the creditor.
The offer to enter into this contract may result from the submission made to the creditor by picking it up or, with the latter's authorization, by the former debtor, of the agreement between them.
The consent of the creditor can be express or the result of circumstances; It is presumed when, without reserve, the creditor accepts a payment or consent to any other act by taking over as the debtor.

S. 177b resumption of debt / II. Contract between resuming and creditor / 2. Canceled offer 2. Canceled offer may be accepted at any time by the creditor; picking it up or the former debtor nevertheless has the right to set a deadline at the end of which the offer is supposed to for acceptance, refused in the case of silence of the creditor.
One that offered to resume a debt is released if, before the acceptance of its offer, a new assumption of debt has been agreed upon and that the new picking up has sent its offer to the creditor.

S. 178 B assumption of debt / III. Effect of the change in debtor / 1. Debt III accessories. Effect of change of debtor 1. Accessories debt ancillary rights remain despite the change of debtor insofar as they are not inseparable from the person of the latter.
However, third parties who have made a pledge as collateral for debt and bail remain obliged the creditor only if they agreed to the resumption of debt.

S. 179 B assumption of debt / III. Effect of the change in debtor / 2. Exceptions 2. Exceptions exceptions deriving from recovery debt spend the former debtor to the new.
The new debtor can assert personal exceptions that the former could form against the creditor, if the contrary arises out of the contract with the creditor.
It may oppose the creditor the exceptions that the facts which have given rise to the resumption of debt would have allowed him to oppose the former debtor.

S. 180 B assumption of debt / IV. Cancellation of the contract IV. Cancellation of the contract when the contract is canceled, the old debt is reborn with all its accessories, but subject to the rights belonging to third parties in good faith.
The creditor may, in addition, indemnification by taking it damage he suffered either losing previously accrued warranties, or in any other manner, if taking it cannot establish that the cancellation of the contract and the injury caused to the creditor are not attributable to him.

S. 181 B assumption of debt / V. transfer of a heritage or of a company with assets and liabilities V. assignment of a heritage or a company with active and passive one who acquires a heritage or a company with assets and liabilities becomes responsible for debts to creditors, as soon as the acquisition has been brought by him to their knowledge or that he published it in the newspaper.
However, the former debtor remains jointly and severally obligated for three years with the new; time runs, for debts owing, as soon as the notice or publication, and, for other claims, from the due date.
The effects of a similar transfer of liabilities are the same as those of the debt assumption agreement itself.
Assignment of a heritage or a company belonging to commercial companies, cooperative societies, associations, foundations or individual companies that are listed on the register of commerce, is governed by the provisions of the law of 3 October 2003 on the merger.

New content according to Chapter 2 of the annex to the LF of 3 oct. 2003 on the merger, in force since 1 Jul. 2004 (RO 2004 2617; FF 2000 3995).
RS 221.301 introduced by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, in force since 1 Jul. 2004 (RO 2004 2617; FF 2000 3995).

S. 182 B assumption of debt / VI. …

VI....

Repealed by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, with effect from 1 July. 2004 (RO 2004 2617; FF 2000 3995).

S. 183 B assumption of debt / VII. Sales and shares real estate B. resumption of debt / VII. Shares and real estate sales VII. Shares and real estate sales are reserved for special provisions for the resumption of debt inheritance sharing or disposition of real property collateral guarantees.

Second part: various species of contract sixth title: sale and Exchange chapter I: provisions general article 184. Droits and obligations of the parties; in general A. rights and obligations of the parties; in general the sale is a contract whereby the seller is obliged to deliver the thing sold to the purchaser and to transfer the property, at a price that the purchaser undertakes to pay.
Except use or agreement to the contrary, the seller and the buyer are obliged to fulfil simultaneously their obligations.
The selling price is sufficiently determined when it can be under the circumstances.

S. 185 B benefits and risks B. Profits and profits and risks of the thing pass to the buyer upon conclusion of the contract, exceptions resulting from circumstances or specific provisions.
If the thing is determined only by its kind, moreover, must it has been individualized; If it must be shipped to another place, must be that the seller is to withdrawn for this purpose.
In contracts made under a suspensive condition, profits and risks of the insane thing only pass to the purchaser only upon the fulfillment of the condition.

S. 186 C reserved cantonal laws C. cantonal laws reserved it belongs to the cantonal legislation to restrict or even to remove the right to sue for the recovery of claims resulting from the sale at retail of spirit drinks, including hostel costs.

Chapter II: Chattel sale art. 187. at object A. object security sale is all things that are not the lands or rights registered as buildings in the land registry.
The sale of part of a building is a security when such sale of fruit, materials of a building to be demolished or careers product, they must be transferred as furniture to the purchaser after their separation.

S. 188 B obligations of the seller / I. issuance / 1. B. Obligations of the seller I. issue 1 issuance fee. Costs of issuance unless otherwise agreed or use, the cost of issuance, including measuring and weighing, are borne by the seller, Act fees and those of the removal to the responsibility of the purchaser.


S. 189 B obligations of the seller / I. issuance / 2. Shipping cost 2. Transportation use or agreement to the contrary, transport costs are borne by the buyer if the thing sold must be shipped to a place other than that of the execution of the contract.
The seller is alleged to have made dependant transport costs, if the delivery has been stipulated franco.
If it has been agreed that delivery would be without shipping costs and customs, the seller is alleged taking dependant exit, transit and entry fees during transport, but not the consumption tax collected at the reception of the thing.

S. 190 B obligations of the seller / I. issuance / 3. Remains of the seller / has. In commercial sales 3. Residence of the seller has. In commercial sales where trade convention sets a term for delivery and the seller is in default, there is reason to presume that buyer waives the delivery and claims for damages due to non-performance.
If the purchaser intends to apply, it must inform the seller immediately after expiration of the term.

S. 191 B obligations of the seller / I. issuance / 3. Remains of the seller / b. compensation and calculation of these b. damages and calculation thereof the seller who does not perform its obligation responds this head injury to the buyer.
The buyer may, trade, compensation for the damage represented by the difference between the selling price and the price he paid in good faith to replace the thing that has not been delivered.
If door sale on goods traded or having a list price, the buyer can dispense with acquire others and claim damages, the difference between the sale price and the course of the day the term fixed for delivery.

S. 192 B obligations of the seller / II. Warranty in the event of eviction / 1. Obligation to guarantee II. Warranty in the event of eviction 1. Obligation to ensure the seller is obliged to ensure the buyer the eviction that he suffers, in all or in part of the thing sold, due to a right that already belonged to a third party at the conclusion of the contract.
If the buyer knew the risk of eviction at the time of the conclusion of the contract, the seller is bound to guarantee that he expressly promised.
Any clause which removes or restricts the warranty is void if the seller intentionally concealed the right belonging to the third party.

S. 193 B obligations of the seller / II. Warranty in the event of eviction / 2. Procedure / a. denunciation of instance 2. Procedure a. denunciation for instance the conditions and effects of the denunciation of instance are governed by the CPC.
When denunciation of instance failure is not attributable to the seller, it is released from its obligation to guarantee insofar as it proves that the trial could have had a more positive outcome if the instance it had been denounced in time.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
RS 272 s. 194 B obligations of the seller / II. Warranty in the event of eviction / 2. Procedure / b. abandonment of the thing without a judicial decision b. abandonment of the thing without a judicial decision there is warranty even if the buyer has recognized in good faith the right of the third party without waiting for a court decision or if it accepted a compromise, provided that he has informed the seller in a timely manner and has unsuccessfully invited him to take and cause for him.
It is also the case if the buyer proves that it should divest itself of the thing.

S. 195 B obligations of the seller / II. Warranty in the event of eviction / 3. Rights of the purchaser / has. In the event of eviction total 3. Rights of the buyer has. In the event of total foreclosure in the event of total eviction, the sale is deemed terminated and the buyer has the right to claim of the seller: 1. the restitution of the price paid, with interest, net of fruits and other profits it has received or failed to collect; 2. its expenses, in so far as it cannot be compensated by the party that crowds out it; 3. all costs of the trial, judicial and extrajudicial, except that it would have avoided denouncing the instance to the vendor; 4. other damages resulting directly from eviction.

The seller is also obliged to repair any damage suffered by the buyer, if he proves that no fault is attributable to him.

S. 196 B obligations of the seller / II. Warranty in the event of eviction / 3. Rights of the purchaser / b. In the event of partial eviction b. In the event of partial eviction in the case of partial eviction, or when the thing is charged real including vendor is guarantor, the buyer may request termination of the contract; It only has the right to compensation for the damage resulting to the eviction.
It may, however, operate to terminate when the circumstances are presumed he had point bought if he foresaw the partial eviction.
Then, it must make the seller the portion of the thing which he not was ousted, with the profits that it has withdrawn in the meantime.

S. 196aB. Obligations of the seller / II. Warranty in the event of eviction / 3. Rights of the purchaser / c. goods cultural v. cultural property for cultural goods within the meaning of art. 2, al. 1, of the Act of 20 June 2003 on the transfer of cultural goods, the action in warranty in the event of eviction are prescribed by one year from the time when the buyer found defects; It is prescribed in all cases by 30 years from the conclusion of the contract.

Introduced by art. 32 ch. 2 of the Federal law of June 20, 2003 on the transfer of cultural property, in force since June 1, 2005 (RO 2005 1869; FF 2002 505).
RS 444.1 s. 197 B obligations of the vendor / III. Warranty due to the defects of the thing / 1. Purpose of the guarantee / has. In general III. Warranty for defects of the 1 thing. Purpose of the guarantee was. Generally the seller is obliged to ensure the buyer both because of the qualities promised because of defects that materially or legally remove the thing either its value or its expected utility, or which decrease them in a notable position.
He says these flaws, even if he was unaware of them.

S. 198 (b) seller's obligations / III. Warranty due to the defects of the thing / 1. Purpose of the guarantee / b. In the trade of livestock b. In the cattle trade there is warranty in the trade of livestock (horses, donkeys, mules, cattle, sheep, goats and pigs), as the seller is obliged to in writing to the purchaser or if he intentionally misled him into.

S. 199 B obligations of the vendor / III. Warranty due to the defects of the thing / 2. Excluded warranty 2. Warranty excluded any clause which removes or restricts the warranty is void if the seller has fraudulently concealed to the purchaser the defects of the thing.

S. 200 B obligations of the vendor / III. Warranty due to the defects of the thing / 3. Known defects of buyer 3. Known defects of the purchaser vendor is not liable for defects that the buyer knew at the time of the sale.
It is not liable for defects that the buyer would have had to realize himself in considering the thing with sufficient attention, whether he had told him that they did not exist.

S. 201 (b) seller's obligations / III. Warranty due to the defects of the thing / 4. Verification of the thing and notice to the seller / has. In general 4. Verification of the thing and notice to the seller has. Generally the buyer has the obligation to check the status of the thing received as soon as possible according to the usual market business. If he discovers flaws which the seller is guarantor, it must so inform without delay.
When it fails to do so, the thing is held to accepted, unless it is defect that the buyer could not uncover using the usual checks.
If such defects are later, they must be reported immediately; otherwise, the thing is required for accepted, even with these flaws.

S. 202 (b) seller's obligations / III. Warranty due to the defects of the thing / 4. Verification of the thing and notice to the seller / b. In the trade of livestock b. In the cattle trade when, in the livestock trade, time is not fixed in writing and that the warranty does not concern the fact that the animal sold, the seller liable to purchaser only if defects have been discovered and reported in the nine days from the issuance or home to take delivery , and if, within the same period, the competent authority was required to order an examination of the animal by experts.
The judge freely appreciate the expert report.
The procedure is regulated by an order of the federal Council.

S. 203 (b) seller's obligations / III. Warranty due to the defects of the thing / 5. Effects of the dol's vendor 5. Effects of fraud from the seller the seller that has induced the purchaser intentionally cannot avail that notice of defects would have not occurred in a timely manner.

S. 204 (b) seller's obligations / III. Warranty due to the defects of the thing / 6. Distance 6 sales. Distance sales the buyer who claims that the shipped another thing is defective must, if the seller has no representative on the spot, take interim measures to ensure the conservation of the thing; It can return it to the seller without further formality.
It is required to observe the State of the thing regularly and without delay, under penalty of having to prove that the alleged defects existed already at the reception.

If it is feared that the thing is quickly deteriorating, the buyer has the right and even, when the vendor interest so requires, the obligation to sell, with the assistance of the competent authority of the place where the thing is; However, it is required to notify as soon as possible the seller, under penalty of damages.

S. 205 B the seller's obligations / III. Warranty due to the defects of the thing / 7. Action in warranty / a. termination of sale or reduction of the price 7. Action in warranty a. termination of the sale or the price reduction in case of warranty because of the defects, the buyer has the option to cancel the sale in exercising the redhibitory action or claim by action to reduce price compensation for the loss in value.
When the buyer commenced the redhibitory action, the judge may confine itself to reduce the price if it considers that the termination is not warranted by the circumstances.
If the loss is equal to the selling price, the purchaser may apply as termination.

S. 206 (b) seller's obligations / III. Warranty due to the defects of the thing / 7. Action in warranty / b. replacement of the thing sold b. replacement of the thing sold when the sale is of a specified quantity of fungible things, the buyer has the choice, either to request the termination of the contract or reduction of the price or to require other admissible similar things.
The seller may also, if it is not things shipped to another place, to free themselves from any further claim on the part of the buyer immediately delivering responsive things of the same kind, and compensating for any proven damage.

S. 207 (b) seller's obligations / III. Warranty due to the defects of the thing / 7. Action in warranty / c. termination in the event of loss of the thing c. termination in the event of loss of the termination thing can be claimed even if the thing has perished as a result of faults or by chance.
Then, the buyer is obliged to make that what remains of the thing.
If the thing has perished by the fault of the buyer, or that he has alienated him or transformed, it may request that the reduction of the price for the valuation.

S. 208 (b) seller's obligations / III. Warranty due to the defects of the thing / 8. Effects of termination / has. In general 8. Effects of termination a. In general, in the event of cancellation of the sale, the buyer is obliged to make the seller the thing with the profits that it has withdrawn.
The seller must render the buyer the price paid, with interest, and, as in total eviction, trial costs and the expenses; In addition, it shall indemnify the purchaser of the damage resulting directly from the delivery of defective goods.
The seller is liable to compensate the buyer for any other damage, also proves that no fault is attributable to him.

S. 209 B the seller's obligations / III. Warranty due to the defects of the thing / 8. Effects of termination / b. termination in the event of sale of several things b. termination in the event of sale of several things when the sale is several things at once, or a set of parts, and some of them only are defective, the termination may be requested only in respect of the latter.
However, if the thing or the defective part can be separated from those that are free of defects, without significant harm to the buyer or seller, the termination must extend to the subject matter of the sale.
Termination which focuses on the main thing extends to Accessories, even if they were sold for a separate fee. on the contrary, termination which focuses on accessories does not extend to the main thing.

S. 210 B obligations of the vendor / III. Warranty due to the defects of the thing / 9. Requirement 9. Limitation any action in warranty for defects of the thing is prescribed by two years from the delivery made to the buyer, even if the latter has discovered the defects rather than later; except in the case where the seller promised its guarantee for a longer period.
The action is prescribed by five years if the defects of the thing into a real estate developer in accordance with the use to which it is normally intended are defects of the work.
For cultural goods within the meaning of art. 2, al. 1, of the Act of 20 June 2003 on the transfer of cultural goods, the action is prescribed by one year from the time when the buyer found defects; It is prescribed in all cases by 30 years from the conclusion of the contract.
A clause providing for a reduction of the period of limitation is void if the following conditions are met: a. the clause provides a limitation period less than two years or, in case of sale of things for sale, less than a year; b. the thing is intended for the personal or family use of the buyer; c. the seller is in a professional or commercial activity.

Exceptions deriving from the defects remain when the notice provided for by the Act gave to the seller within the limitation period.
The seller cannot rely on the limitation period if it is proven that it induced the purchaser intentionally. The latter provision does not apply to the 30-year period provided for in the al. 3. new content according to chapter I of the Federal law of March 16, 2012 (limitation of the warranty for defects. Extension and coordination), in force since 1 Jan. 2013 (2012 5415 RO; FF 2011 2699 3655).
RS 444.1 s. 211 C obligations of the buyer / I. payment of the price and acceptance of the thing C. Obligations of the buyer I. payment of the price and acceptance of the thing the purchaser is required to pay the price in accordance with the terms of the contract and accept the thing sold, provided that it is offered under the stipulated conditions.
Except use or agreement to the contrary, the receipt must take place immediately.

S. 212 C obligations of the buyer / II. Determination of the price II. Determination of the price if the buyer has made a firm order, but without any price indication, the sale is presumed to be concluded at the average price of the day and the place of execution.
When the price is calculated on the weight of the goods, the weight of packaging (tare) is inferred.
Therein the specific usage of the trade, according to which the price of some goods is calculated, on the gross weight with either a fixed deduction or as percent.

S. 213 C obligations of the buyer / III. Liability and interest of the price of sale III. Indebtedness and interests of the price of sale unless otherwise agreed, the price is payable as soon as the thing is in the possession of the buyer.
Regardless of the provisions on the House incurred by the only expiration of its term, the sale price door interests, even without questioning, if such is the use or if the purchaser may remove the thing of fruit or other products.

S. 214 C obligations of the buyer / IV. Remains of the purchaser / 1. Right of cancellation of vendor IV. Remains of buyer 1. Right of termination of the vendor if the thing to be delivered after or against payment of the price and the buyer is in default to pay, the seller may dispose of the contract without further formality.
It is nevertheless required, if he wants to make use of this right, to immediately notify the purchaser.
When the buyer has been in possession of the object of the sale before by paying the price, his home allows the seller to divest itself of the contract and to repeat the thing as if will is expressly reserved the right.

S. 215 C obligations of the buyer / IV. Remains of the purchaser / 2. Damages and calculation thereof 2. Damages and calculation thereof in trade, the seller has the right to claim the buyer in default to pay its price, damages the difference between this price and the one for which it sold the thing in good faith.
When door sale on goods traded or having a list price, the seller can dispense with resell them, and claim damages, the difference between the selling price and the course of the day to the term set for execution.

Chapter III: From the sale of land art. 216. Forme contract A. form of the contract the sales of real property are valid only if they are made by deed.
Sale promises and covenants of pre-emption, purchase and repurchase on immovable property are valid only if they have passed in the authentic form.
Preemption pacts that do not fix the price in advance are valid in written form.

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

S. 216aA. duration and annotation A. duration and annotation rights of pre-emption and repos can be agreed for a period of 25 years, rights of purchase for ten years at the most, and be annotated in the land registry.

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

S. 216bA. transferability by succession and transferability A. transferability by succession and transferability unless otherwise agreed, rights of first refusal, purchase and repurchase conventional are transmitted by succession, but non-transferable.
If the transfer is permitted by the Covenant, it should take the same form as laid down for the establishment of the law.

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

S. 216 cA. pre-emption rights / I. case of preemption. pre-emption rights I. case of preemption

The pre-emptive right may be invoked in the event of sale of the property as well as any other legal act economically equivalent to a sale (case of preemption).
Do not constitute cases of preemption, the allocation to an heir in sharing, implementing forced and acquisition for the performance of a public task, including.

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

S. 216dA. pre-emption rights / II. Effects of the case of preemption, conditions II. Effects of the case of preemption, conditions the seller must inform holders of the right of pre-emption of the conclusion of the contract of sale and its content.
If the contract of sale is terminated while the pre-emptive right has been exercised or if a permission is denied for reasons specific to the person of the buyer, the termination or refusal to remain without effect with respect to the holder of the right of pre-emption.
Unless otherwise agreed by the pre-emption Pact, the holder of the right of pre-emption may acquire the building to the conditions which the seller agreed with the third party.

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

S. 216eA. pre-emption rights / III. Exercise, preemption III. Exercise, preemption if the holder of the right of preemption intends to exercise its right, it must invoke it in three months against the seller or, if the right is annotated in the land registry against the owner. The period starts on the date where the holder has been informed of the conclusion of the contract and its content.

Introduced by chapter II of the LF of 4 oct. 1991, in force since 1 Jan. 1994 (1993 1404 RO; FF 1988 III 889).
Read 'expiration' (in the German text "Verwirkung" and in the Italian text "Perenzione").

S. 217 B conditional sale and reservation of ownership B. conditional sale and reservation of ownership the conditional sales of real property are listed in the land register only after the advent of the condition.
The Covenant of reservation of ownership may not be recorded.

S. 218 c. buildings v. agricultural buildings agricultural disposal of agricultural buildings is also governed by the Federal Act of 4 October 1991 on rural land law.

New content according to art. 92 c. 2 LF of 4 oct. 1991 on rural land law, in force since 1 Jan. 1994 (1993 1410 RO; FF 1988 III 889).
RS 211.412.11 s. 219. D guarantee D. warranty unless otherwise agreed, the seller is obliged to indemnify the purchaser when the building is not the capacity indicated in the deed of sale.
If the building sold has no capacity brought to the land register according to a cadastral, the seller is liable to compensate the buyer only when it is expressly obliged to.
The action in warranty for defects of a building are prescribed by five years from the transfer of ownership.

S. 220 E. Profits and E. Profits and risks when a term has been conventionally fixed for taking possession of the property sold, the profits and risks of the thing are presumed to not pass to the purchaser upon expiration of this term.

S. 221 f. references to the rules of the securities sale F. references to the rules of the securities sale rules relating to the chattel sale shall apply by analogy to the sales of real property.

Chapter IV: Some species of sale art. 222. Vente sample A. sale on sample sale on sample, the party to whom the sample was awarded is not required to prove the identity of what it represents and what it had received; it in raw on his assertion personal justice, even when the sample has changed shape since his release, if this change is the necessary outcome of the review which has been made.
In all cases, the other party has the right to prove the lack of identity.
If the sample deteriorated or has perished in the buyer, even without any fault, the seller has more to prove that the thing is consistent with the sample; It is the responsibility of the buyer to prove otherwise.

S. 223 B sales test or examination / I. Its nature B. sale to test or examination I. Its nature in the sale to the test or examination, the buyer is free to accept the thing or refuse.
As long as the thing is not approved, the seller remains the owner, even if it is passed in the possession of the buyer.

S. 224 B sales test or examination / II. Review retailer II. Review the retailer when the examination must be done at the seller, it ceases to be bound if the buyer has not approved the thing within the time fixed by the agreement or by the use.
Absence of a period so fixed, the seller may, after a suitable period of time, require the buyer to declare if it approved the thing, and ceases to be bound if the buyer did not rule immediately.

S. 225 B sales test or examination / III. Review at buyer III. Review to the buyer when the thing was delivered to the purchaser prior to the examination, the sale is deemed perfect if the buyer does not declare refuse the thing does not make it within the deadline set by the convention or the use, or, in the absence of a time limit thus fixed, immediately after the summation of the seller.
The sale is also deemed perfect if the buyer pays unconditionally all or part of the price, or if it otherwise the thing that it was necessary to test.

S. 226 repealed by chapter I of the Federal law of March 23, 1962, with effect from 1 Jan. 1963 (1962 1082 RO; FF 1960 I 537).

S. 226a-226dC. …

C....

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

S. 226th introduced by chapter I of the Federal law of 23 March 1962 (RO 1962 1082; FF 1960 I 537). Repealed by chapter I of the Federal law of 14 Dec. 1990, with effect from 1 July. 1991 (1991 974 RO; FF 1989 III 1189, 1990 I 108).

S. 226f to 226 k introduced by chapter I of the Federal law of 23 March 1962 (RO 1962 1082; FF 1960 I 537). Repealed by chapter II 1 of annex 2 to the Federal law of 23 March 2001 on consumer credit, with effect from 1 Jan. 2003 (RO 2002 3846; FF 1999 2879).

S. 226l introduced by chapter I of the Federal law of 23 March 1962 (RO 1962 1082; FF 1960 I 537). Repealed by Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, with effect from 1 Jan. 2000 (2000 2355 RO; FF 1999 2591).

S. 226 m introduced by chapter I of the Federal law of 23 March 1962 (RO 1962 1082; FF 1960 I 537). Repealed by chapter II 1 of annex 2 to the Federal law of 23 March 2001 on consumer credit, with effect from 1 Jan. 2003 (RO 2002 3846; FF 1999 2879).

S. 227 repealed by chapter I of the Federal law of March 23, 1962, with effect from 1 Jan. 1963 (1962 1082 RO; FF 1960 I 537).

S. 227a to 227i introduced by chapter I of the Federal law of 23 March 1962 (RO 1962 1082; FF 1960 I 537). Repealed by chapter I of the Federal law of 13 Dec. 2013 (repeal of the provisions on the sale with advance payments), with effect from 1 July. 2014 (2014 869 RO; FF 2013 4139 5221).

S. 228 repealed by chapter I of the Federal law of 13 Dec. 2013 (repeal of the provisions on the sale with advance payments), with effect from 1 July. 2014 (2014 869 RO; FF 2013 4139 5221).

S. 229. D auction / I. Conclusion of sale D. auction I. Conclusion of the sale contract of sale in the event of forced auction is concluded with the awarding attendant auctions made the thing put up for sale.
The contract of sale in the event of voluntary and public auction where bids are accepted, is concluded with the awarding the seller made the thing.
The person who runs the auction shall be deemed to have the right to award the thing to the highest bidder, if the seller has not expressed contrary intention.

S. 230 d. auction / II. Auctions II invalidity. Nullity of the auction auctions which the result has been altered by illicit or contrary to morals manoeuvres can be challenged within 10 days, by any interested party.
In the forced auction, action is brought before the authority of monitoring in proceedings and bankruptcy; in other cases, before the judge.

S. 231 d. auction / III. When the bidder is bound / 1. In general III. When the bidder is bound 1. In general the bidder is bound by his offer in terms of the conditions of sale.
In the absence of a provision to the contrary, it is unbound if a higher bid is made or if its offer is not accepted immediately after the regular auctions.

S. 232 d. auction / III. When the bidder is bound / 2. Invitation to tender for the 2 buildings. Invitation to tender for buildings buildings award or refusal to award must be at the same auction.
Are void clauses which would compel the bidder to maintain its implementation beyond auctions; This provision does not apply to forced auctions, or cases in which the sale must be submitted to the ratification of an authority.

S. 233 d. auction / IV. IV cash. Payment the successful bidder is required to pay cash, if the contrary is provided for in the conditions of sale.
The seller may immediately dispose of the contract, if it is not paid cash or according to the conditions of sale.

S. 234 D. auction / V. warranty V. warranty except in the case of formal promises or committed fraud against bidders, there is no warranty in forced auctions.
The purchaser acquires the thing in the State and with the rights and charges resulting from public records or terms of sale, or of the Act itself.

In public and voluntary auctions, the seller is bound to the same warranty as in regular sales; It can however, by duly published conditions of sale, avoid any warranty other than that deriving from its fraud.

S. 235 d. auction / VI. Transfer of ownership VI. Transfer of ownership the purchaser of a Cabinet acquires the property from the invitation to tender; on buildings, the property is transferred only by registration in the land registry.
Attendant auctions shall immediately communicate to the Registrar the land, so that the staff member proceeded to registration, award established by the minutes of sale.
Are reserved for the rules concerning auctions during forced auction.

S. 236 d. auction / VII. Cantonal law VII. Cantonal cantons may, for public auction, enact other rules provided that they do not derogate from federal law.

Chapter V: of the Arts Exchange 237 a. Renvoi to the rules of sale A. references to the rules of the sale sale rules apply to the swap contract, in the sense that each of the copermutants is treated as a salesman for the thing he promises and as buyer as the thing that is promised to him.

S. 238 B B. warranty copermutant it who is ousted from the thing by him received or which rendered due to its defects may, at its option, request damages or repeat the thing which it has issued.

Seventh title: Art. donation 239 A. Its purpose is. His donation is the disposition inter vivos by which a person transfers all or part of its assets to another without corresponding consideration.
The fact to waive a right before you have acquired or to repudiate a succession is not a donation.
It is the fulfillment of a moral duty.

S. 240 B capacity / I. To have B. capacity I. Have any person exercising civil rights may dispose of his property by donation, unless the restrictions deriving from the matrimonial regime or the law of succession.
Property of an incapable person may not be given if it is present to use. The responsibility of the legal representative is reserved.


New content according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).
Repealed by Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), with effect from 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 241 B capacity / II. Receive II. Receive a person deprived of the exercise of civil rights may accept a donation and acquire this Chief, if she is capable of forming.
However, the donation is not void or revoked as soon as the legal representative defends accept or shall order the restitution.

S. 242 C shape / I. Donation v. form I. Donation manual donation takes place via the discount that the donor made the thing to the donee.
The donation of immovable property or rights in rem is perfect only by registration in the land registry.
Registration can take place only by virtue of a promise to give validly made.

S. 243 C shape / II. Promise to give II. Promise to give promise to give is valid unless it is made in writing.
Promise to give a building or an immovable real right is valid only if it is made by deed.
Once the promise is executed, it is considered a manual donation.

S. 244 C shape / III. Effects of acceptance III. Effects of acceptance who, with the intention of giving, has a thing to a third party may, even if it has separated it actually surplus possessions, reconsider its decision as long that its offer has not been accepted by the donee.

S. 245 D. Conditions and loads / I. In general d. Conditions and charges I. In general the donation can be encumbered conditions or loads.
Donations to execution on the death of the donor are subject to the rules concerning the provisions for cause of death.

S. 246 D. Conditions and obligations / II. Their implementation II. Their execution the donor may require, in the terms of the contract, execution of load accepted by the donee.
The competent authority may, after the death of the donor, continue the execution of a charge imposed in the public interest.
The donee is entitled to refuse the execution of an office, as the value of the grant does not cover the cost and that the surplus is not reimbursed.

S. 247. Conditions and obligations / III. Right of return III. Right to return the donor may stipulate in its favour the return of the given objects, in the case of settlor of the donee.
This right of return can be annotated in the land registry, where the donation includes buildings or the actual rights in immovable property.

S. 248 E. responsibility for the E. liability of the donor donor donor responds to the donee, the damage deriving from the donation that fraud or gross negligence.
It is bound only by the guarantee promised for the given thing or the assigned receivable.

S. 249 f. cancellation / I. Restitution of donated property F. cancellation I. Restitution of the property the donor may revoke manuals gifts and promises to give it has executed and actuate in restitution to the extent of the current enrichment of the other party: 1. when the donee has committed a criminal offence against the donor or one of his relatives; 2. When he seriously nearly to the duties that the law imposes to the donor or his family; 3. When it runs, without legitimate cause, the encumbrances of the donation.

New content according to Chapter 2 of the annex to the Federal law of 26 June 1998, in force since 1 Jan. 2000 (RO 1999 1118; FF 1996 I 1).

S. 250 f. cancellation / II. Revocation of the promise to give and refusal of enforcement II. Promise to give revocation and refusal to enforce the author of a promise to give may revoke his promise and deny their enforcement: 1. where there are grounds that would demand the return of property in the case of a donation manually; 2. where, since its promise, its financial situation is changed so that the donation would be extraordinarily costly for him; 3. When occurred it, since its promise, new or significantly more expensive family duties.

Promise to give is canceled, when an act of default of goods is issued against the donor or when the latter is declared bankrupt.

S. 251 f. cancellation / III. Prescription and transfer of the action to the heirs III. Prescription and transfer of the action to the heirs the revocation can occur within one year from the day where the donor is aware of the cause for revocation.
If the donor dies before the expiration of the year, its action passes to his heirs, which can bring it up to the end of this period.
The heirs may revoke the donation when the donee, premeditated and unlawful manner, caused the death of the donor or prevented the latter to exercise his right to cancel.

S. 252 f. cancellation / IV. Death of the donor IV. Death of the donor unless otherwise, the donation which has the object of periodic benefits goes to the death of the donor.

Eighth title: lease to rent chapter I: provisions general article 253. Définition and scope / I. Definition A. Definition and scope I. Definition the rent lease is a contract by which the lessor undertakes to cede the use from one thing to the tenant at a rent.

S. 253 has A. Definition and scope / II. Scope / 1. Provisions for leases of dwellings and premises II. Field of application 1. Provisions for leases of dwellings and premises the provisions concerning residential and commercial leases also apply to things whose use is transferred with these dwellings or commercial premises.
They are not applicable to apartments rented for three months or less.
The federal Council enacts implementing provisions.

S. 253 (b) A. Definition and field of application / II. Scope / 2. Provisions concerning protection against abusive rent 2. Provisions concerning the protection against abusive rent the provisions on protection against abusive rent (art. 269 and s.) shall apply mutatis mutandis to leases to non-agricultural farm and other contracts that focus the transfer for consideration of the use of dwellings or commercial premises.
They do not apply to leases of apartments and family houses of luxury including six pieces or more (excluding kitchen).
Provisions to challenge abusive rents do not apply to tenancies for which incentive measures have been taken by the powers public and whose rent is subject to the control of an authority.

S. 254 B coupled transactions B. coupled Transactions a transaction coupled with the lease of dwellings or commercial premises is zero when the conclusion or the continuation of the lease there is subject and that, by this transaction, the lessee contracts to the lessor or a third party of the obligations that are not in direct relation with the use of the leased thing.

S. 255 C duration of the lease C. duration of the lease the lease may be concluded for a specified or indeterminate period.
It is term when it should terminate, without leave, at the expiration of the agreed duration.

Other leases are deemed concluded for an indefinite period.

S. D. Obligations of the lessor 256 / I. In general d. Obligations of the lessor I. In general the lessor shall deliver the thing to the agreed date, in a State suitable for the use for which it was leased, and maintain it in this State.
The derogations at the expense of the lessee are void if they are planned: a. in general conditions pre-printed; b. in the leases of dwellings or commercial premises.

S. 256A D. Obligations of the lessor / II. Obligation to inform II. Obligation to provide information if a record has been established at the return of the thing at the end of the previous lease, the lessor shall, on request, submit this document to the new tenant at the issuance of the thing.
Similarly, the tenant can demand that the amount of the rent fixed in the previous lease contract be communicated to him.

S. 256b d Obligations of the lessor / III. Public contributions and charges III. Public contributions and charges the lessor supports public contributions and expenses incurred in the thing leased.

S. 257 E. Obligations of the tenant / I. payment of rent and the incidental / 1. Rent E. Obligations of the tenant I. payment of rent and costs Accessories 1. Rent rent is the remuneration payable by the lessee to the lessor for the assignment of the use of the thing.

S. 257a E. Obligations of the tenant / I. payment of rent and the incidental / 2. Incidental expenses / has. In general 2. Incidental expenses was. In general incidental expenses are due for the services provided by the lessor or a third party in connection with the use of the thing.
They are the responsibility of the tenant unless this has been specifically agreed.

S. 257b E. Obligations of the tenant / I. payment of rent and the incidental / 2. Incidental expenses / b. dwellings and premises trade b. dwellings and commercial premises for dwellings and commercial premises, means incidental expenses the actual expenditure of the lessor for services in connection with the use of the thing, such as costs of heating, water hot and other operating costs, as well as the public contributions that result from the use of the thing.
At the request of the tenant, the landlord must allow him to visit the exhibits.

S. 257 c E. Obligations of the tenant / I. payment of rent and the incidental / 3. Terms of payment 3. Terms of payment the tenant must pay the rent and, where appropriate, incidental expenses, at the end of each month, but no later than at the expiration of the lease, except contrary convention or local use.

S. 257d E. Obligations of the tenant / I. payment of rent and the incidental / 4. Remains of the lessee 4. Home of the tenant when, after the reception of the thing, the lessee has been delayed to perform a term or incidental expenses accrued, the lessor may set in writing a time for payment and serve him that failure to pay within this period it will terminate the lease. This period shall be at least ten days, and for leases of dwellings or business premises, at least 30 days.
Failing payment within the time limit, the lessor may terminate the contract with immediate effect; leases of homes and commercial premises may be terminated subject to a period of minimum leave of 30 days to the end of a month.

S. 257th E. Obligations of the tenant / II. Security provided by the tenant II. Security provided by the tenant if the tenant dwellings or commercial premises provides security, in cash or in the form of securities, the landlord must deposit them on a savings or deposit on behalf of the tenant account in a bank.
When it comes to residential leases, the lessor may require security the amount exceeding three months rent.
The Bank can render security only with the agreement of the parties or on the basis of a summons to pay non-hit opposition or of an enforceable judgment. If, in the year following the end of the lease, the lessor makes no claim against the tenant in a judicial proceeding or of a prosecution for debts or bankruptcy, may demand the return of securities of the Bank.
The cantons may enact additional provisions.

S. 257f E. Obligations of the tenant / III. Diligence and respect towards the neighbours III. Diligence and respect towards the neighbours the tenant is obliged to use the thing with the necessary care.
If it is a building, it is required to have for the people living in the House and the neighbors respect that is their due.
When the continuation of the lease became unbearable for the lessor or people living in the House because the tenant, notwithstanding a written protest of the lessor, continues to violate his duty of care or lack of respect towards the neighbours, the lessor may terminate the contract with immediate effect; leases of homes and commercial premises may be terminated subject to a period of minimum leave of 30 days to the end of a month.
However, residential and commercial leases may be terminated with immediate effect, if the tenant voluntarily causes serious harm to the thing.

S. 257g E. Obligations of the tenant / IV. Obligation to notify the lessor IV. Obligation to notify the lessor the lessee must report to the lessor defects to which it is not required to correct itself.
The tenant liable for the damage resulting from the failure to notify the lessor.

S. 257 h E. Obligations of the tenant / V. Obligation to tolerate repairs and inspections of the thing V. Obligation to tolerate repairs and inspections of the thing the lessee must tolerate works intended to remedy the defects of the thing as well as repair or prevent damage.
The lessee shall permit the lessor to inspect the thing insofar as this review is necessary maintenance, sale or a future rental.
The lessor must announce in time the tenant work and inspections and take account, when performing them interests thereof; any claims of the lessee as a reduction of the rent (art. 259) and for damages (art. 259th) are reserved.

S. 258 f. breach or imperfect performance of the contract on the issue of the thing F. breach or imperfect compliance of the contract on the issue of the thing if the lessor does not issue the thing on the agreed date or that it delivers it with defects that exclude or considerably hinder the use for which it was leased, the lessee can invoke the art. 107-109 concerning breach of contracts.
If despite such defects, the tenant accepts the thing and advertising execution of the contract, it can be argued that claims that it would be entitled to raise if defects had occurred during the lease (art. 259a to 259i).
The tenant can assert claims under the art. 259 at 259i even if, at the time of issuance, faults this thing: a. which restrict the use for which it was leased, without excluding it or hinder it significantly; b. to which, during the lease, the tenant should remedy at its own expense (art. 259).

S. 259 G. defects for the lease / I. Obligation of the tenant to make the menus work cleaning and repair G. defects during the lease I. Obligation of the tenant to make the menus work cleaning and repair the tenant shall, in accordance with local usage, remedy at his own expense to defects which can be removed by the menus of cleaning or repair work necessary for normal thing maintenance.

S. 259a G. defects during the lease / II. Tenant's rights / 1. In general II. 1 tenant's rights. In general when appear of defects which are not attributable to the tenant and to which it is not required to remedy at its own expense or where the tenant is unable to use the thing in accordance with the contract, it may require the lessor: a. rehabilitation of the thing; b. a proportional reduction of the rent; c. the damages; d. support for the trial against a third party.

The lessee of an immovable may also record the rent.

S. 259b G. defects during the lease / II. Tenant's rights / 2. Reclamation / a. principle 2. Reclamation a. principle when the lessor has knowledge of a defect and that it has not remedied within an appropriate period, the tenant may: a. cancel the contract with immediate effect if the default excludes or significantly hinders the use for which a building was rented or if restricted default use for which a security thing has been rented; b. remedy the defect at the expense of the lessor if the default restricted without hinder considerably, the use for which the thing has been rented.

S. 259c G. defects during the lease / II. Tenant's rights / 2. Reclamation / b. Exception (b). Exception the tenant may not require the rehabilitation of the thing where the lessor in lieu thereof, within an appropriate period, by a thing without defect.

S. 259 G. defects during the lease / II. Tenant's rights / 3. 3 rent reduction. Reduction of the rent if the default interferes with or restricts the use for which the thing has been rented, the tenant can demand the lessor a proportional reduction of the rent from the time which the lessor first became aware of the defect and to the elimination of the latter.

S. 259th G. defects for the lease / II. Tenant's rights / 4. Damages 4. Damages if, due to the defect, the tenant has suffered injury, the landlord owes the damages if he proves that no fault is attributable to him.


S. 259f G. defects during the lease / II. Tenant's rights / 5. Support for trial 5. Taking charge of the trial if a third party submits on the thing a law inconsistent with that of the lessee, the lessor is required to load the trial on the tenant's warning.

S. 259g G. defects during the lease / II. Tenant's rights / 6. Recording of the rent / a. principle 6. Recording of rent a. principle the lessee of an immovable who requires the repair of a defect must fix a reasonable time for this purpose in writing to the lessor; He may serve that in default of repair in this period, he recorded with an office designated by the canton rents accruing. The tenant will notify, in writing, the landlord of its intention to pay rents.
Recorded rent is deemed paid.

S. 259 h G. defects for the lease / II. Tenant's rights / 6. Recording of the rent / b. release of returnable rents b. release of returnable rents returnable are acquired to the landlord if the tenant does not represent, within 30 days following the expiry of the first returnable rent, its claims against the lessor to the conciliation authority.
As soon as the tenant advised the lessor that he will record rents accruing, the lessor may apply to the conciliation authority to order payment of rents wrongly recorded.

S. 259iG. defects during the lease / II. Tenant's rights / 6. Recording of the rent / c. Procedure c. Procedure the procedure is governed by the CPC.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
RS 272 s. 260 H. Renovation and modification / I. By the lessor H. Renovation and modification I. By the lessor the lessor has the right to renovate or modify the thing that if work can reasonably be imposed on the tenant and the lease has been terminated.
During the execution of such work, the lessor must take account of the interests of the tenant; the claims of the lessee as a reduction of the rent (art. 259) and for damages (art. 259th) are reserved.

S. 260a H. Renovation and modification / II. Tenant II. By the tenant the tenant not the right to renovate or modify the thing only with the consent wrote of the lessor.
Where the lessor has given its consent, it may require the rehabilitation of the thing unless it was agreed in writing.
If, at the end of the lease, the thing presents a considerable capital gain resulting from the renovation or the amendment accepted by the lessor, the lessee may demand compensation for this added value; are reserved for written agreement providing for higher compensation.

S. 261 j. change of ownership / I. disposition of the thing J. change of ownership I. disposition of the thing if, after the conclusion of the contract, the lessor disposes of the thing leased, or if it is removed him in a prosecution for debts or bankruptcy, the lease goes to the buyer with the property of the thing.
However, the new owner may: a. for homes or commercial premises, terminating the lease by observing the period of legal leave for the next legal term if he submitted an urgent for himself or his close relatives or allies; b. for another thing, terminate the lease by observing the period of legal for the next legal term leave unless the contract permits to terminate earlier.

If the new owner terminates the contract earlier that would allow the lease, the previous lessor meet all damages thus caused to the tenant.
The expropriation provisions are reserved.

S. 261a J. change of ownership / II. Limited real rights II. Real limited rights when the landlord grants a third party a right in rem limited and that this operation is equivalent to a change of ownership, the provisions on the disposal of the leased thing shall apply by analogy.

S. 261b J. change of ownership / III. Annotation in the land register III. Annotation in the land register the parties may stipulate the annotation of tenancies of immovable property in the land registry.
The annotation requires any new owner to leave the use of the building in accordance with the lease to the tenant.

S. 262 K. sublet K. sublet the tenant can sublet all or part of the thing with the consent of the lessor.
The lessor may not refuse consent only: a. If the tenant refuses to communicate the terms of the sublease; b. If the conditions of the sublease, compared to those of the main lease, are abusive; c. If the sublease presents to the lessor of the major disadvantages.

The tenant is warrantor towards the lessor that the subtenant does not employ the thing to the use authorized by the headlease. The lessor may apply directly to the sub-tenant in order to compel him.

S. 263 l. transfer of the lease to a third L. transfer of the lease to a third party lessee of commercial premises may transfer his lease to third parties with the written consent of the lessor.
The lessor may not refuse consent only for proper reasons.
If the lessor gives his consent, the third is subrogated to the tenant.
The tenant is released from its obligations to the lessor. It responds however jointly and severally with the third party up to the expiry of the term of the lease or the termination thereof according to the contract or the law but, in all cases, for more than two years.

S. 264 M. refund early thing Mr. Restitution anticipated the thing when the tenant renders the thing without observing the period or term of leave, it is freed from its obligations to the lessor unless it introduces him to a new tenant that is solvent and that the lessor may reasonably refuse; In addition, the new tenant must be willing to take over the lease on the same terms.
Otherwise, the tenant must pay the rent until the expiration of the term of the lease or until the next term of contractual or statutory leave.
The lessor must admit the imputation on the rent: a. the value of the expenses could save queb. the profits that it has withdrawn to another use of the thing or that he intentionally gave up.

S. 265 N. Compensation N. Compensation the lessor and the tenant cannot waive the right to compensate for claims arising from the lease in advance.

S. 266 w end of lease / I. Expiration of the agreed term O. lease expires I. expiry of the agreed period when the parties have agreed, expressly or tacitly for a fixed term, the lease ends without leave on expiry of the agreed period.
If the lease is renewed tacitly, it becomes a contract of indefinite duration.

S. 266 at the w end of lease / II. Time limits and terms of leave / 1. In general II. Time limits and terms of leave 1. In general when the lease is indeterminate, a party may terminate observing deadlines leave and legal terms, unless a longer period or another term were agreed.
When the time period or the end of leave is not respected, the termination produces effect for the next relevant term.

S. 266b w end of lease / II. Time limits and terms of leave / 2. Buildings and constructions securities 2. Buildings and securities buildings a party may terminate the lease of an immovable or a movable construction by observing a period of leave of three months for the term set by the local use or, failing such use, to the end of a semester of lease.

S. 266 c w end of lease / II. Time limits and terms of leave / 3. Housing 3. Housing a party may terminate the lease of a dwelling by observing a period of leave of three months for the term set by the local use or, failing such use, to the end of a quarter of lease.

S. 266d O. end of lease / II. Time limits and terms of leave / 4. Premises 4. Commercial a party may terminate the lease of commercial premises by observing a period of leave of six months for the term fixed by local usage or, failing such use, to the end of a lease term.

S. 266th w 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 a furnished bedroom, a place of parking or other similar facility rented separately observing a period of two weeks to the end of a month of lease.

S. 266f w end of lease / II. Time limits and terms of leave / 6. Securities things 6. Securities things a party may terminate the lease of movable things at any given time, observing a period of leave of three days.

S. 266g w end of lease / III. Extraordinary leave / 1. Fair grounds III. Special leave 1. If proper reasons for proper reasons, the performance of the contract becomes intolerable for some, it may terminate the lease at any time, observing the statutory leave period.
Judge rules on the financial consequences of the advance leave, taking into account all the circumstances.

S. 266 h w end of lease / III. Extraordinary leave / 2. Bankruptcy of the tenant 2. Bankruptcy of the tenant in the event of bankruptcy of the tenant after the issuance of the thing, the lessor may require that security be provided for rents accruing. Therefor, it applies in writing to the tenant and to the administration of the bankruptcy setting a reasonable period of time.
If these securities are not provided him within this period, the lessor may terminate the contract with immediate effect.

S. 266i w end of lease / III. Extraordinary leave / 3. Tenant 3's death. The tenant's death

In the event of the tenant's death, his heirs may terminate the contract observing the legal notice for the next legal term.

S. 266 k w end of lease / III. Extraordinary leave / 4. Right thing 4. Right thing the tenant of a movable thing for his private use and rented by the lessor in the exercise of his professional activity may resiliate the lease by observing a period of minimum leave of 30 days to the end of a lease term. The lessor is not entitled for this head to no compensation.

S. 266l w end of lease / IV. Form of leave for homes and commercial premises / 1. General IV. Form of leave for homes and commercial premises 1. In general leave of leases of dwellings and premises must be given in writing.
The landlord must give leave by using a formula approved by the canton, which indicates the tenant how it should proceed if it intends to challenge the leave or apply for the extension of the lease.

S. 266 m w end of lease / IV. Form of leave for homes and commercial premises / 2. Family housing / a. leave given by the tenant 2. Accommodation of the family a. leave given by the tenant when the leased thing serves as housing for the family, a spouse cannot terminate the lease without the express consent of the other spouse.
If it is not possible to collect this consent or if the spouse does not without legitimate cause, the tenant may appeal to the judge.
This article applies mutatis mutandis to registered partners.

Introduced by c. 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).

S. 266nO. end of lease / IV. Form of leave for homes and commercial premises / 2. Family housing / b. leave given by the lessor b. leave given by the lessor leave given by the lessor and the establishment of a term of payment with threat of termination (art. 257d) shall be communicated separately to the tenant and his or her spouse or registered partner.

New content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).

S. 266o O. end of lease / IV. Form of leave for homes and commercial premises / 3. Nullity of leave 3. Nullity of leave leave which does not meet the conditions laid down in art. 266 266n l is nil.

S. 267 P. Restitution of the thing / I. General P. restitution thing I. In general at the end of the lease, the lessee shall return the thing in the State resulting from the contract use.
Is void any agreement entered into before the end of the lease and providing that the tenant must pay an indemnity to cover anything other than a possible damage.

S. 267a P. Restitution of the thing / II. Check the status of the thing and notice to tenant II. Checking the status of the thing and notice to the tenant when the refund, the lessor must check the status of the thing and immediately notify the tenant of the defects which it responds.
If the lessor fails to do so, the tenant is discharged from all liability, unless whether defects which could not be discovered using the usual checks.
If the lessor later discovers flaws of this kind, it must report them immediately to the tenant.

S. 268 q. right of retention of the lessor / I. object Q. right of retention of the I. object the lessor of commercial premises lessor has, for the past year and the current semester rental guarantee, a right of retention on the furniture found in the leased premises and serving either planning or the use thereof.
The right of retention of the lessor also strike furniture made by the subtenant insofar as it has not paid rent to the tenant.
Assets which could not be seized by creditors of the tenant are not subject to the right of retention.

S. 268 a Q. right of retention of the lessor / II. Things belonging to a third II. Things belonging to third parties the rights of third parties on things which the lessor knew or ought to have known that they were not the property of the tenant shall take precedence over the right of retention; It goes same for things that the owner has lost, that had been stolen or which he has been divested of any other way against his will.
When the lessor learns only during the lease that furniture made by the tenant are not the property of the latter, its right of retention on these furniture will shut down if it does not terminates the contract for the next term.

S. 268b Q. right of retention of the lessor / III. Exercise of law III. Exercise of the right when the tenant wants to move or intend to carry the furniture located in the leased premises, the lessor may, with the assistance of the competent authority, to retain as much as it takes to secure his claim.
Objects taken clandestinely or with violence can be reintegrated with the assistance of the public force in the ten days following their displacement.

Chapter II: Protection against abusive rent or other abusive claims of the lessor for leases of dwellings and premises art. 269. at abusive rents / I. rule A. rents abusive I. rule rents are abusive when they allow the lessor to obtain an excessive yield of the leased thing or when they are the result of a clearly exaggerated purchase price.

S. 269a A. rents abusive / II. Exceptions II. Exceptions are generally not abusive rents which, in particular: a. lie within customary in the locality or the district rents; b. are justified by increases in costs or additional donor benefits; v. lie, when it comes to recent constructions, within the limits of the gross return to cover the expenses; d. only serve to compensate a rent reduction granted previously through the partial everyday expenses report funding and are fixed in a known to the tenant in advance; payment plan e. do compensate for that higher prices for capital exposed to risks; f. do not exceed the limits recommended in contracts concluded between lessors and tenants associations or organizations that defend similar interests.

S. 269b B. rents indexed B. indexed conventions laying down that the rent is suitable according to an index are valid if the lease is concluded for a minimum period of five years and that the reference is to the consumer price index.

S. 269 c C. staggered rents C. rents over agreements providing that the rent will be increased periodically to a specified amount are valid if: a. the lease is concluded for a minimum period of three years; b. the rent does not increase more than once per year; etc. the amount of the increase is fixed in francs.

S. 269d D. increases in rent and other unilateral amendments to the contract by the lessor D. rent increases and other unilateral amendments to the contract by the lessor the lessor may, at any time, increase the rent for the next term of termination. Notice of increase in rent, with an indication of the reasons, must send the tenant 10 days at least before the beginning of the period of notice and be carried out by a formula approved by the canton.
Rent increases are void when: a. they don't are not notified by the official formula; b. the reasons are not indicated; c. they are a termination or a threat of termination.

The al. 1 and 2 shall also apply where the lessor intends unilaterally to the other changes at the expense of the tenant contract, for example by reducing benefits or by introducing new ancillary charges.

S. 270 E. challenge of the rent / I. request for reduction of the rent / 1. Initial rent E. challenge to rent I. request for abatement of rent 1. Initial when rent the tenant believes that the amount of the initial rent is abusive within the meaning of the art. 269-269, may challenge it before the conciliation authority within 30 days following receipt of the thing and ask for the decline: a. If it was forced to enter into the lease by personal or family need or because of the situation on the local market of housing and commercial premises; OUB. If the lessor has significantly increased the initial rent for the same thing in relation to the previous rent.

In the event of shortage of housing, the cantons may make mandatory, on all or part of their territory, the use of the official formula referred to in art. 269d for the conclusion of any new lease.

S. 270. denied E. rent / I. request for reduction of the rent / 2. Current lease 2. Currently lease the lessee may contest the amount of the rent and ask for the reduction for the next term of termination, if there a reason to admit that the leased thing provides to the lessor an excessive return within the meaning of the art. 269 and 269a, due to a significant change in the basis of calculation, resulting in particular from a reduction in the costs.
The lessee shall in writing submit his claim of decrease to the lessor, which has 30 days to decide. If the lessor does not give the request, that it will accept it only partially or it does not respond within the prescribed time, the tenant may submit to the conciliation authority within a period of 30 days.
The al. 2 is not applicable when the tenant challenging a rent increase in demand simultaneously the decrease.


S. 270B E. challenge to rent / II. Challenge of increases in rent and other unilateral changes of the contract II. Challenge of increases in rent and the other unilateral alterations of the contract if the tenant believes that an increase in rent is unreasonable within the meaning of the art. 269-269, it may challenge it before the conciliation authority within 30 days after receiving notice of increase.
The al. 1 is also applicable where the lessor provides unilaterally the contract other changes at the expense of the tenant, for example by reducing benefits or by introducing new ancillary charges.

S. 270 c E. challenge to rent / III. Challenge of indexed rent III. Attack on rent indexed subject to contestation of the initial rent, a party may only assert before the authority of conciliation that the increase or decrease of rent requested by the other party is not justified by a variation of the index or it does not correspond to the magnitude of it.

S. 270 E. challenge to rent / IV. Challenge of phased rent IV. Challenge of rents over subject to the contestation of the initial rent, the tenant cannot dispute the rent during the lease.

S. 270th F. validity of the lease during the challenge procedure F. validity of the lease during the challenge procedure the lease remains in force without change: a. during the conciliation procedure, if the parties have not reached agreement; b. during the judicial procedure, subject to provisional measures ordered by the judge.

Chapter III: Protection against leave with respect to leases of dwellings and premises s. 271. Annulabilité leave / I. In general a. voidability of leave I. In general leave is cancelable when it violates the rules of good faith.
The leave must be motivated if the other party so requests.

S. 271a A. voidability of leave / II. Leave given by the lessor II. Leave given by the lessor leave is cancelable when it is given by the lessor, including: a. because the tenant is submitted in good faith of claims arising from the lease; b. purpose of imposing a unilateral change of the lease against the tenant or an adaptation of rent; c. only to bring the tenant to purchase the rented apartment; d. during conciliation proceedings or proceedings in relation to the lease unless the tenant does disregard the rules of good faith; e. within three years from the end of a procedure of conciliation or judicial proceedings about the lease and if the lessor: 1 succumbed to a large extent; 2. has abandoned or considerably reduced its claims or finding; 3. has renounced enter judge; 4. has entered into a transaction or agreed otherwise with the tenant.

f. due to changes in the family situation of the lessee, without incurring major downsides to the lessor.

The let. (e) the al. 1 shall also apply where the lessee can prove through writing it is understood with the lessor, outside of a procedure of conciliation or judicial proceedings on a claim covered by the lease.
The let. d and e of the al. 1 shall not apply when leave is given: a. due to an urgent need that the lessor or his close relatives or allies may have to use themselves the premises; b. in case of residence of the tenant (art. 257d); c. for violation serious by the tenant of its duty of care or of serious lack of respect towards the neighbours (art. 257f al. 3 and 4); d. in the event of disposal of the leased thing (art. 261, Al 2); e for proper reasons (art. 266 g); f. in the event of bankruptcy of the tenant (art. 266 h).

S. 272 B the lease extension / I. B. extension of the lease tenant I. tenant the tenant's right's right may request the extension of a lease term or indeterminate where the termination of the contract would be for him or his family of the painful consequences unless justified by the interests of the lessor.
In the weighing of interests, the competent authority shall be based on: a. the circumstances of the conclusion of the lease and the content of the contract; b. the duration of the lease; c. the personal, family and financial situation of the parties and their behaviour; d. the need that the lessor or his close relatives or allies may have to use themselves the premises as well as the urgency of this need; e. the local housing and commercial space market situation.

When the tenant requesting a second extension, the competent authority also examines if the tenant has undertaken all the steps that could reasonably be required of him in order to deal with the painful consequences of leave.

S. 272a B. extension of the lease / II. Exclusion of the extension II. Exclusion of the extension any extension is granted when leave is given: a. in the case of residence of the tenant (art. 257d); b. to serious breach by the tenant of its duty of diligence or to serious lack of respect towards the neighbours (art. 257f, paras. 3 and 4); c. in the event of bankruptcy of the tenant (art. 266 h); d. If, anticipation of a transformation or demolition specifically, the lease contract was concluded for a period expiring at the beginning of the work, or upon receipt of the required permission.

As a general rule, no extension is granted when the landlord provides the tenant of residential premises or equivalent commercial premises.

S. 272 (b) B. extension of the lease / III. Period of extension III. Duration of the extension housing lease may be extended by four years of commercial premises of six years. Within these limits, one or two extensions can be granted.
When the parties agree to an extension of the lease, they are related to no maximum duration and the tenant may waive a second extension.

S. 272. (b) extension of the lease / IV. Validity of the lease IV. Validity of the lease a party may request the extension decision modifies the contract by adapting to the new situation.
If the decision of extension has not amended the contract, will remain in force without change during the extension period; are reserved legal adaptation opportunities.

S. 272d B. extension of the lease / V. leave given during the extension period V. leave given during the extension period in the absence of a judgment or a contrary agreement, the lessee may resiliate the lease: a. by observing a period of leave of one month to the end of a month when the extension does not exceed one year; b. by observing a period of leave of three months for a legal when term extension exceeds one year.

S. 273 C deadlines and C. time limits and procedure the party who wants contest leave must submit to the conciliation authority within 30 days following receipt of the leave.
The tenant who wants to request an extension of the lease must submit to the conciliation authority: a. when it comes to a lease of indeterminate duration, within 30 days following receipt of the leave; b. when it's a fixed-term lease, no later than 60 days before the expiry of the contract.

The tenant requesting a second extension must submit to the authority of conciliation no later than 60 days before the expiry of the first.
The procedure before the conciliation authority is governed by the CPC.
When the competent authority rejects an application for annulment of the leave introduced by the tenant, it examines ex officio if the lease may be extended.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
RS 272 new content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 273 D. housing the family D. housing for the family when the leased thing serves as housing for the family, the spouse of the lessee may also challenge the leave, request the extension of the lease and exercise the other rights of the tenant in the event.
The conventions providing for an extension of the lease are valid only if they are entered into with both spouses.
This article applies mutatis mutandis to registered partners.

Introduced by c. 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).

S. 273b E. sublet E. sublet the provisions of this chapter apply to the sublet until the extinction of the headlease. Extension is possible only for the duration of the master lease.
When the subtenancy has as main purpose to evade the provisions on protection against leave, the sub-tenant enjoys this protection without regard to the headlease. If he is terminated, the head lessor is subrogated to the sublessor to the contract with the subtenant.

S. 273 c F. mandatory F. mandatory provisions the lessee cannot renounce rights conferred by this chapter unless the latter expressly.
The agreement to the contrary is void.

Chapter IV:...

S. 274-274 (g) repealed by chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, with effect from 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

Eighth title: lease to farm s. 275. Définition and scope / I. Definition A. Definition and scope I. Definition

The lease is a contract by which the lessor undertakes to assign to the farmer, with a lease, the use of a well or a productive right and let him collect fruits or products.

S. 276. Définition and scope / II. Scope / 1. Dwellings and commercial premises II. Field of application 1. Housing and commercial provisions concerning farm leases on dwellings or commercial premises also apply to things whose use and enjoyment are transferred with these dwellings or commercial premises.

S. 276 has A. Definition and scope / II. Scope / 2. Agricultural lease 2. Agricultural lease leases to farm on farms or buildings allocated to agriculture are governed by the Federal law of October 4, 1985 on the lease to farm, as it contains special provisions.
Moreover, the code of obligations is applicable, with the exception of the provisions relating to leases to farm dwellings or commercial premises.

RS 221.213.2 new content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 277 B inventory inventory if the utensils, livestock or provisions are included in the lease, each party is required to deliver to the other an accurate inventory, signed, and participate in a contradictory estimate.

S. 278 C bonds of the lessor / I. issuance of the thing C. Obligations of the lessor I. issuance of the thing the lessor shall deliver the thing to the date agreed upon in a State suitable for use and exploitation for which it was leased.
If a record has been established at the return of the thing at the end of the previous lease, the lessor shall, on request, submit this document to the new farmer at the issuance of the thing.
Similarly, the farmer may require that the amount of rent specified in the previous lease contract be communicated to him.

S. 279 C bonds of the lessor / II. Major repairs II. Major repairs the lessor is obliged to perform major repairs which are required for the duration of the lease, as soon as the farmer conveyed the need at his own expense.

S. 280 C bonds of the lessor / III. Public contributions and charges III. Public contributions and charges the lessor supports public contributions and expenses incurred in the thing leased.

S. 281 D. Obligations of the farmer / I. payment of rent and incidental expenses / 1. In general d. Obligations of the farmer I. payment of rent and costs Accessories 1. In general the farmer must pay rent and, where applicable, incidental expenses at the end of each year lease, but no later than at the expiration of the lease, except contrary convention or local use.
In relation to the incidental expenses, art. 257a is applicable.

S. D. Obligations of the farmer 282 / I. payment of rent and incidental expenses / 2. Remains of the farmer 2. Remains of the farmer when, after the reception of the thing, the farmer has been delayed to perform a term or incidental expenses accrued, the lessor may set in writing at least 60 days and him serve that in default of payment within this period, it will terminate the lease.
Failing payment within the time limit, the lessor may terminate the contract with immediate effect; leases to farm dwellings or commercial premises may be terminated subject to a period of minimum leave of 30 days to the end of a month.

S. 283 D. Obligations of the farmer / II. Diligence, respects to neighbors and maintenance of the thing / 1. Diligence and respect towards the neighbours II. Diligence, respects to neighbors and maintenance of the 1 thing. Diligence and respect towards the neighbours the farmer is required to operate the thing leased with the necessary care, in accordance with the use for which it is intended; It must in particular maintain long-term productivity.
If it is a building, it is required to have for the people living in the House and the neighbors respect that is their due.

S. 284 D. Obligations of the farmer / II. Diligence, respects to neighbors and maintenance of the thing / 2. Maintenance of the 2 thing. Maintenance of the thing the farmer must provide for the proper maintenance of the thing.
It must, in accordance with local practice, perform minor repairs and replace the utensils and tools of little value which perished of aging or by the use.

S. 285 D. Obligations of the farmer / II. Diligence, respects to neighbors and maintenance of the thing / 3. Violation of his duties by the farmer 3. Breach of duties by the farmer when the continuation of the lease became unbearable for the lessor or people living in the House because the farmer, notwithstanding a written protest of the lessor, continues to violate his duty of care, out of respect towards the neighbours or to neglect his duty of care, the lessor may terminate the contract with immediate effect; leases to farm dwellings or commercial premises may be terminated subject to a period of minimum leave of 30 days to the end of a month.
However, leases to farm dwellings or commercial premises may be terminated with immediate effect if the tenant voluntarily causes grievous harm to the thing.

S. D. Obligations of the farmer 286 / III. Obligation to notify the lessor III. Obligation to notify the lessor if major repairs are required, or if a third party raises claims on the affermee thing, the farmer is obliged to immediately notify the lessor.
The farmer responsible for damage resulting from the failure to notify the lessor.

S. 287 D. Obligations of the farmer / IV. Obligation to tolerate inspections and repairs of the IV thing. Obligation to tolerate the repair and inspection of the thing the farmer must tolerate major repairs intended to remedy the defects of the thing as well as repair or prevent damage.
The farmer must allow the lessor to inspect the thing insofar as this review is necessary maintenance, sale or subsequent c(a).
The lessor must announce in time the farmer work and inspections and take account, when performing them interests thereof; the provisions on lease to rent (art. 259 and 259th) shall apply mutatis mutandis with regard to the possible reduction of tenant farmer's claims and damages.

S. 288 E. rights of the farmer in case of failure or defects E. rights of the farmer in case of failure or defects the provisions on lease to rent (art. 258 and 259 at 259i) apply mutatis mutandis: a. when the lessor does not issue the thing on the agreed date or deliver the with defects; b. when appear of defects which are not attributable to the farmer and to which it is not required of remedy at its own expense or the farmer is unable to use the thing in accordance with the contract.

The derogations at the expense of the farmer are void if they are planned: a. in general conditions pre-printed; b. in farm leases on dwellings or commercial premises.

S. 289 F. Renovation and modification / I. By the lessor F. Renovation and modification I. By the lessor the lessor has the right to renovate or modify the thing that if work can reasonably be imposed upon the farmer and the lease has been terminated.
During the execution of such work, the lessor must take account of the interests of the farmer; the provisions on lease to rent (art. 259 and 259th) shall apply mutatis mutandis with regard to the possible reduction of tenant farmer's claims and damages.

S. 289a F. Renovation and modification / II. By farmer II. By the farmer without the written consent of the lessor, the farmer can: a. change to the operating mode of the thing essential whose effects would extend beyond the term of the lease; b undertake renovation or modification of the thing which exceed the proper maintenance thereof.

Where the lessor has given its consent, it may require the rehabilitation of the thing unless it was agreed in writing.
If the lessor has not given its written consent to a change within the meaning of para. 1, let. a, and that the farmer has not handed over the thing in condition within an appropriate period, the lessor may terminate the contract with immediate effect. leases to farm dwellings or commercial premises may be terminated subject to a period of minimum leave of 30 days to the end of a month.

S. 290 G. G. change of ownership change the provisions on lease to rent (art. 261 to 261b) shall apply by analogy: a. in the case of disposition of the thing; b. in the case of a limited real right; c. in the case of annotation of the lease to the land registry.

S. 291 H. Sous-affermage H. Sous-affermage farmer can sous-affermer or sublet all or part of the thing with the consent of the lessor.
The lessor may not refuse consent to the subletting of premises that are part of the affermee thing that: a. If the farmer refuses to communicate the terms of the sublease; b. If the conditions of the sublease, compared to those of the main lease, are abusive; c. If the sublease presents to the lessor of the major disadvantages.

The farmer is warrantor towards the lessor that the sous-fermier or the subtenant will use or operate the thing in accordance with master lease. The lessor may apply directly to the sous-fermier or the subtenant to the effect required.


S. 292 j. transfer of the lease to a third J. transfer of the lease to a third party the art. 263 is applicable by analogy to the transfer to a third of the lease of commercial premises.

S. 293 k. refund early thing K. Restitution anticipated the thing when the farmer renders the thing without observing the period or term of leave, he is freed from its obligations to the lessor unless it introduces him to a new farmer who is solvent and that the lessor may reasonably refuse; the new farmer must also be willing to take over the lease on the same terms.
Failing this, the farmer must fulfil tenant until the expiration of the term of the lease or until the next term of contractual or statutory leave.
The lessor must admit the charge against tenant: a. the value of the expenses could save queb. the profits that it has withdrawn to another use of the thing or that he intentionally gave up.

S. 294 L. Compensation L. Compensation art. 265 shall apply by analogy to the clearing of receivables arising from the lease.

S. 295 M. end of lease / I. Expiration of the agreed term M. end of lease I. expiry of the agreed period when the parties have agreed, expressly or tacitly for a fixed term, the lease ends without leave on expiry of the agreed period.
If the lease is renewed tacitly, it renews itself every year, under the same conditions, unless otherwise agreed.
A party may terminate the renewed lease by observing the legal notice for the end of a year's lease.

S. 296 M. end of lease / II. Time limits and terms of leave II. Time limits and terms of leave when the lease is indeterminate, a party may terminate the contract by observing a period of leave of six months for any term, if there is neither contrary convention nor local use and if the nature of the thing let assume no other will of the parties.
A party may terminate the lease on dwellings or commercial premises concluded for an indefinite period by observing a period of minimum leave of six months for the term set by the local use or, failing such use, to the end of a quarter of lease. The parties may agree to a longer period or another term.
When the time period or the end of leave is not respected, the termination produces effect for the next relevant term.

S. 297 M. end of lease / III. Extraordinary leave / 1. Fair grounds III. Special leave 1. If proper reasons for proper reasons, the performance of the contract becomes intolerable for some, it may terminate the lease at any time, observing the statutory leave period.
Judge rules on the financial consequences of the advance leave, taking into account all the circumstances.

S. 297a M. end of lease / III. Extraordinary leave / 2. Bankruptcy of the farmer 2. Bankruptcy of the farmer in the event of bankruptcy of the farmer after the issuance of the thing, the lease ends at the opening of the bankruptcy.
However, if sufficient security is provided to the lessor for current rent and inventory objects, the lessor is required to leave the contract until the end of the year of lease.

S. 297b M. end of lease / III. Extraordinary leave / 3. Death of the farmer 3. Death of the farmer in case of death of the farmer, his or her heirs, as well as the lessor may terminate the contract by observing the legal notice for the next legal term.

S. 298 Mr. end of lease / IV. Form of leave for homes and commercial premises IV. Form of leave for homes and local commercial leave farm dwellings or commercial premises leases must be given in writing.
The landlord must give leave by using a formula approved by the canton, which indicates the farmer how it should proceed if it intends to challenge the leave or apply for the extension of the lease.
Otherwise, leave is zero.

S. 299 n. return of the thing / I. General n. restitution thing I. In general at the end of the lease, the farmer shall return the thing, with all objects brought to the inventory in the State where they are located.
He is entitled to compensation for improvements resulting: a. care beyond an administration expedites the thing; b. renovations or modifications to which the donor has given written consent.

He shall indemnify the lessor for damage that could prevent by diligent administration of the thing.
Is void any agreement entered into before the end of the lease and providing that the tenant must pay an indemnity to cover anything other than a possible damage.

S. 299 has N. return of the thing / II. Check the status of the thing and notice to the farmer II. Check the status of the thing and notice to the farmer during the restitution, the lessor must check the status of the thing and to immediately notify the farmer of the defects which it responds.
If the lessor fails to do so, the farmer is discharged from liability, unless whether defects which could not be discovered using the usual checks.
If the lessor later discovers flaws of this kind, it must report them immediately to the farmer.

S. 299b N. return of the thing / III. Replacement of objects III inventory. Replacing objects likely to inventory if, on the issue of the thing, the inventory objects have been estimated, the farmer has, at the end of the lease, restore of the same species and value it or pay the valuation.
There should no compensation if he can prove that the objects not represented were killed through the fault of the lessor or by force majeure.
He is entitled to compensation for the added value from his expenses and his work.

S. 299 c O. right of retention O. right of retention the lessor has, for the guarantee of tenant of the past year and the current year, the same right of retention for the lease to rent (art. 268 and s).

S. 300 P. Protection against leave for leases of dwellings or commercial premises P. Protection against leave concerning housing leases or premises the rent (art. 271-273 c) lease provisions shall apply by analogy with regard to protection against leave for leases to farm dwellings or commercial premises.
The provisions relating to the family (art. 273 (a) housing shall not apply.

S. 301 Q. Procedure Q. Procedure the procedure is governed by the CPC.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
RS 272 s. 302 r. lease agreement / I. rights and obligations of the farmer R. lease agreement I. rights and obligations of the farmer in the lease agreement that are not related to an agricultural lease, all the profits from the leased cattle belong to the farmer, except contrary convention or local use.
The farmer feeds and cares for cattle; It pays the landlord a rent consisting either in cash or a share of the profits.

S. 303 r. lease agreement / II. Liability II. Responsibility except contrary convention or local use, farmer responsible for damage to livestock, if he proves that the damage has occurred despite diligence deployed in the care and custody of the livestock.
Extraordinary maintenance costs which were not caused by the fault of the farmer are the responsibility of the lessor.
The farmer is required to report as soon as possible to the lessor the accidents or diseases of a certain severity.

S. 304 r. lease agreement / III. Termination III. Termination when the lease is indeterminate, a party may terminate the agreement for any term, except contrary convention or local use.
The termination must be made in good faith and should not take place at the wrong time.

Ninth title: loan chapter I: of the ready to use articles 305A definition A. Definition the loan for use is a contract by which the lender undertakes to give free use of something that the borrower undertakes to render him after will be served.

S. 306 B effects / I. rights of the borrower B. effects I. rights of the borrower the borrower can use the thing lent for the purpose determined by the contract or, failing that, by the nature of the thing or its destination.
It doesn't have the right to authorize a third party to use the thing.
The borrower that violates these rules even fortuitous, unless he proves that the thing had been reached also responds if he had observed.

S. 307 B effects / II. Cost of maintenance II. Cost of maintenance the borrower supports the ordinary maintenance costs; It must in particular ready feed.
It can repeat the extraordinary expenses he had to make in the interest of the lender.

S. 308 B effects / III. Joint and several liability III. Responsibility solidarity those who jointly borrowed the same thing are jointly and severally liable.

S. 309 C extinction / I. In the event of loan for an agreed use C. Extinction I. In the event of loan for use agreed when the duration of the contract was not conventionally set, ready to use ends as soon as the borrower has made the thing agreed practice, or by the expiration of the time in which this usage could have taken place.
The lender may claim the thing, even before, if the borrower makes a purpose contrary to the convention, if it deteriorates, it authorizes any third party to use, or if it occurs at the lender itself an urgent and unexpected thing need.

S. 310 C extinction / II. In the event of loan for an indeterminate use II. In the event of loan for an indeterminate use

If the loan has been made to use the goal nor the length are determined, the lender is free to claim the thing when good seems it.

S. 311 C extinction / III. Death of borrower III. Death of the borrower the loan for use ends by the death of the borrower.

Chapter II: consumption s. loan 312 A definition A. Definition of consumption loan is a contract by which the lender undertakes to transfer the ownership of a sum of money or other fungible things to the borrower, to load by the latter to make some of the same species and quality.

S. 313 B effects / i. interests / 1. When they are due. B effects I. interests 1. When they are due in civil matters, the lender may claim interest if they have been stipulated.
On trade, it is due even without agreement.

S. 314 B effects / i. interests / 2. Rules concerning interest 2. Rules for interest if the contract has not set the interest rate, the loan is expected to made at the usual rate for loans of the same type, at the time and in the place where the purpose of the loan was issued.
Unless otherwise agreed, the stipulated interest pay annually.
The parties may not, under penalty of nullity, agree in advance that the interest will be added to the capital and produce their own interests; the trade rules for the calculation of compound interest in the common accounts as well as other similar uses, admitted in savings operations, remain reserved.

S. 315 B effects / II. Limitation of the right to the issuance and acceptance II. Limitation of the right to the issuing and accepting the right of the borrower to claim the issuance of the promised thing and that of the lender to require acceptance are prescribed by six months from the day where the other party is in default.

S. 316 B effects / III. Insolvency of the borrower III. Insolvency of the borrower lender may refuse to deliver the promised thing, if the borrower became insolvent since the conclusion of the contract.
He has this right even if insolvency occurred prior to the conclusion of the contract, and that he has known it only after be committed.

S. 317 C securities or delivered goods instead of cash v. securities-issued goods instead of cash when the loan is for a certain amount of money and that the borrower receives, instead of cash, securities or goods, the amount loaned is assessed according to the course or the current price at the time and in the place of the issue.
Any agreement to the contrary is void.

S. 318. D the refund time D. time of refund if the contract does not set term of refund or warning time, and does not require the borrower to make the thing on first request, the borrower has to render, six weeks which start to run as soon as the first claim of the lender.

Tenth title: contract of work chapter I: of the individual contract of employment article 319. Définition and training / I. Definition A. Definition and training I. Definition by the individual contract of employment, the worker undertakes, for a specified or unspecified period, to work in the service of the employer and the latter to pay a wage according to time or provided labour (wage parts or task).
Is also deemed individual contract of employment contract in which a worker undertakes to regularly work in the service of the employer by hours, half-day or day (part-time work).

S. 320. Définition and training / II. Training II. Training unless otherwise provided by the Act, the individual contract of employment is subject to any special form.
It is deemed concluded when the employer agrees to a given time the execution of work which, according to the circumstances, shall be supplied against a salary.
If the worker provides honest work for an employer under a contract which proves no later, both are required to fulfil the obligations arising from the working relationship, as if it were a valid contract, until one or the other puts an end to the reports of work because of the invalidity of the contract.

S. 321 B obligations of the worker / I. personal work B. Obligations of the I. personal work worker worker runs in person the job incumbent on it, unless the contrary is an agreement or the circumstances.

S. 321a B. Obligations of the worker / II. Diligence and fidelity to observe II. Diligence and fidelity to observe the worker performs with care work that is entrusted to him and faithfully safeguard the legitimate interests of the employer.
It is required to use according to the rules in the matter machines, work instruments, equipment and technical installations so that vehicles of the employer, and treat them with care, as well as updated equipment at its disposal for the performance of its work.
For the duration of the contract, the worker shall not perform work paid to a third party insofar as infringing its duty of loyalty and, inter alia, competes with the employer.
For the duration of the contract, the worker must not use or reveal confidential destined to remain facts, such as manufacturing and business secrets of which he is aware at the service of the employer; It is required to keep secret even after the end of the contract as requires it the safeguarding of the legitimate interests of the employer.

S. 321b B. Obligations of the worker / III. Obligation to report and return III. Obligation to report and to return the worker reflects the employer everything it receives for him in the exercise of its contracting activity, including the amount of money; It gave him immediately that he has received.
It also shall immediately surrender to the employer everything it produced by its contracting activity.

S. 321 c B. Obligations of the worker / IV. IV additional working hours. Overtime work if circumstances require working hours more numerous than projected contract or use, a standard contract of work or a collective agreement, the worker is required to perform this additional work insofar as it can do and where the rules of good faith let him ask.
With the agreement of the worker, the employer may offset the overtime by a leave of a duration at least equal, which must be granted over an appropriate period.
The employer is required to pay additional working hours which are not offset by leave by paying regular wages plus a quarter at least, unless otherwise provided in a written agreement, a contract-type of work or a collective agreement.

S. B. Obligations of the worker 321d / V. General guidelines and instructions to observe V. General guidelines and instructions to observe the employer can establish general guidelines on the performance of the work and conduct of workers in operations or his household and give them special instructions.
The worker observed according to the rules of good faith the employer's general guidelines and specific instructions which have been given to him.

S. 321st B. Obligations of the worker / VI. Responsibility of the worker VI. Responsibility of the worker the worker meets the damage it is causing to the employer intentionally or negligently.
The measure of diligence incumbent worker is determined by the contract, taking into account the occupational hazard, the statement or the technical knowledge necessary to perform the promised work, as well as the skills and qualities of the worker and the employer knew or should have known.

S. 322 C obligations of the employer / I. salary / 1. Nature and amount in general v. I. salary 1 employer Obligations. Nature and amount usually the employer pays the worker the salary agreed, common or fixed by a contract-type of work or by a collective agreement.
If the worker lives in the household of the employer, its maintenance and its housing are part of the salary, except agreement or otherwise use.

S. 322a v. the employer's Obligations / I. salary / 2. Attended the result of operation 2. Participation in the result of the operation if, under the contract, the worker is entitled to a share of the profit or turnover or participates in some other way to the result of the operation, this share is calculated on the basis of the result of the fiscal year, determined in accordance with the legal requirements and generally accepted commercial principles.
The employer provides the necessary information to the worker or, instead, to an expert designated in common or by the judge; It allows the worker or expert to consult books when the control so requires.
A participation in the profits of the enterprise, if agreed, a copy of the income statement is also delivered to worker who requests.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 322b v. the employer's Obligations / I. salary / 3. Provision / a. the right to the allowance 3 birth. Provision a. the entitlement to the allowance if it is agreed that the worker is entitled to an allowance on certain cases, it is acquired him as soon as the case was validly concluded with the third party.

In the case of contracts of insurance or cases involving execution by successive benefits, a written agreement may provide that the right to the allowance is acquired when the liability of each deposit or each provision.
The right to the allowance goes off when the employer does not execute the case without fault on his part or if the third party does not fulfil its obligations; If the breach is only partial, the allowance shall be reduced proportionately.

S. 322c v. the employer's Obligations / I. salary / 3. Provision / b. Count b. count if the worker is not bound by the contract to establish a statement of his provisions, employer shall provide each due a count indicating Affairs that give right to an allowance.
The employer provides the necessary information to the worker or, instead, to an expert designated in common or by the judge; It allows the worker or expert to consult books and vouchers when the control so requires.

S. 322d v. the employer's Obligations / I. salary / 4. Bonus 4. Reward if the employer grants in addition to the wage a special fee on certain occasions, such as Christmas or the end of the fiscal year, the worker is right when it was agreed as well.
In the event of termination of the working relationship before the opportunity which gives rise to special compensation, the worker is entitled to a proportionate share of this compensation only if it has been agreed as well.

S. 323 C obligations of the employer / II. Payment of wages / 1. Deadlines and term of payment II. Payment of wages 1. Deadlines and payment term if shorter deadlines or other terms of payment are not provided for by agreement or are not common and unless provision to the contrary of a standard contract of work or a collective agreement, salary is paid to the worker at the end of each month.
The allowance is paid at the end of each month, unless a shorter payment term has been agreed or is common; However, when certain business requires more than a half year, the maturity of the provision may be postponed by agreement written for these cases.
Participation in the result of the operation is to be paid as soon as this result is found, but no later than six months after the end of the year.
To the extent of the work already performed, the employer will grant to the worker in need advances he can reasonably do.

S. 323a v. the employer's Obligations / II. Payment of wages / 2. 2 payroll deduction. Retained on the salary as provided an agreement, use, a standard work contract or a collective agreement, the employer may withhold a portion of the salary.
The deduction shall not exceed one-tenth of the wages due the day the payroll, nor altogether, the salary of a working week; However, the standard work contract or collective agreement may provide a higher deduction.
Unless otherwise agreed or otherwise use or derogating provision of a standard contract of work or a collective agreement, is deemed to secure the claims of the employer arising from the employment relationship, without having the character of a contractual penalty.

S. 323b v. the employer's Obligations / II. Payment of wages / 3. Guarantee of salary 3. Guarantee the wage agreement or otherwise use, wages in cash is paid during working hours in legal tender. A count is given to the worker.
The employer cannot compensate the wage with a claim against the worker when the salary is attachable; However, claims arising from damages caused intentionally can be compensated without restriction.
Agreements on the use of the salary in the interest of the employer are void.

S. 324 C obligations of the employer / III. Salary in the event of incapacity to work / 1. In the case of the III employer remains. Wages in the event of incapacity to work 1. In case of residence of the employer if the employer prevents the execution of the work by his fault or is home to accept it for other reasons, it remains to pay wages unless the worker must still provide his work.
The worker charges on his salary that he spared because of inability to work or what he won by running another job, or gain which he gave intentionally.

S. 324a v. the employer's Obligations / III. Salary in the event of incapacity to work / 2. In case of impediment of the worker / a. principle 2. In case of impediment of the worker a. principle if the worker is prevented from working without fault on his part for reasons inherent to the person, such as illness, accident, fulfilment of a legal or a public service duty the employer paid him the salary for a limited time, including fair compensation for the wages in kind lost, insofar as the working relationship lasted more than three months or have been concluded for more than three month.
Subject to longer time limits fixed by agreement, contract-type of work or collective agreement, the employer pays during the first year of service the wages of three weeks and then pay for a longer period fixed fairly, has held the length of reports of work and the particular circumstances.
In the case of pregnancy of the worker, the employer is required to pay salary to the same extent.
A written agreement, a standard work contract or a collective agreement may derogate from these provisions provided that they grant to the worker of at least equivalent benefits.

New content according to Chapter 1 of the annex to the LF of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).

S. 324b v. the employer's Obligations / III. Salary in the event of incapacity to work / 2. In case of impediment of the worker / b. Exceptions b. Exceptions if the worker is insured compulsorily, under a legal provision against the economic consequences of an impediment to work that is not his fault but is due to reasons inherent to the person, the employer shall not pay when the due to the limited time insurance benefits cover four-fifths of the salary at this time.
If insurance benefits are less, the employer must pay the difference between the latter and four-fifths of the wages.
If insurance benefits are paid after a waiting period, the employer should pay four fifths of wages during this period.

Introduced by c. 12 of the annex to the Federal law of 20 March 1981 on accident insurance, in force since 1 Jan. 1984 (RO 1982 1676 1724 art. 1 para. 1;) FF 1976 III 143).

S. 325. the employer's Obligations / IV. Assignment and pledging of receivables IV. Assignment and pledging of claims the worker may assign or pledge his future salary to ensure a maintenance obligation arising from the family law only insofar as it is attachable; at the request of an interested party, the office of the prosecution of the domicile of the worker fixed elusive minimum, in accordance with art. 93 of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.
Are zero assignment and pledging of future wages as security for other obligations.

New content according to chapter I of the Federal law of 14 Dec. 1990, in force since 1 Jul. 1991 (1991 974 RO; FF 1989 III 1189, 1990 I 108).
RS 281.1 s. 326 C obligations of the employer / V. working parts or task / 1. Provision of labour V. working parts or task 1. Provision of work when under the contract the worker works exclusively to parts or to the task for one employer, it must provide sufficient work.
The employer can load the worker of work paid at the time when the operating conditions require momentarily or it is, without fault on his part, unable to provide the working parts or the task under the contract.
If wages paid to time is not fixed in an agreement, a contract-type of work or a collective agreement, the employer must pay the worker the equivalent of the average salary parts or task he earned until then.
An employer who cannot provide enough work to parts or to the task or paid at the time, work remains not less required, in accordance with the provisions on the House, pay the salary should be paid for work paid at the time.

S. 326A v. the employer's Obligations / V. working parts or task / 2. Salary 2. Salary when under the contract the worker working parts or the task, the employer must indicate the rate of salary before the start of each job.
If the employer fails to give such indications, it pays the salary according to the rate for an identical work or similar.

S. 327 C obligations of the employer / VI. Work instruments, materials and fees / 1. Instruments of work and materials VI. Work instruments, materials and fees 1. Work instruments and materials except agreement or otherwise use, the employer provides the worker work instruments and materials required.
If agreement with the employer, the worker himself provides instruments of labour or materials, he is compensated properly, except agreement or otherwise use.

S. 327a v. the employer's Obligations / VI. Work instruments, materials and fees / 2. Costs / has. In general 2. Charges a. In general

The employer shall reimburse the worker all fees charged by the execution of work and, when the worker is busy outside his place of work, necessary expenditures for its maintenance.
A written agreement, a standard work contract or a collective agreement may provide that the costs incurred by the worker will be reimbursed in the form of a fixed allowance, such as a daily or a weekly or monthly indemnity lump sum, provided that it covers all necessary costs.
The agreements under which the worker bears himself all or part of his necessary expenses are void.

S. 327b v. the employer's Obligations / VI. Work instruments, materials and fees / 2. Costs / b. motor b. motor if vehicle vehicle, in agreement with the employer, the worker uses to work his own motor vehicle or motor vehicle placed at its disposal by the employer, he is entitled to reimbursement of the charges for use and maintenance, to the extent where the vehicle is used for the execution of the work.
If it provides the vehicle engine to agreement with the employer, the worker is entitled in addition to the payment of taxes on the vehicle and insurance against civil liability, as well as compensation in the fair wear, where the vehicle is used for the execution of the work.


Repealed by Chapter 12 of the annex to the Federal law of 20 March 1981 on accident insurance, with effect from 1 Jan. 1984 (1982 1676 RO; FF 1976 III 143).

S. 327 v. the employer's Obligations / VI. Work instruments, materials and fees / 2. Costs / c. maturity v. due reimbursement of expenses occurs simultaneously with the payment of wages on the basis of the statement prepared by the worker, unless a shorter period is agreed or usual.
When the fulfilment of its contractual obligations regularly imposes charges on the worker, the employer makes it a suitable advance for costs to cover, at intervals, and in any case each month.

S. 328 C obligations of the employer / VII. Protection of the personality of the worker / 1. In general VII. Protection of the personality of the worker 1. In general the employer protects and respects, in labour relations, the personality of the worker; He manifests respects to its health and ensures the maintenance of morality. In particular, it ensures that workers are not sexually harassed and that they are not, where appropriate, disadvantaged because of such acts.
It shall, to protect the life, health and personal integrity of the worker, the commissioned by experience, applicable in the State of the art, and adapted to the conditions of the holding or the household, insofar as the working relationship and the nature of the work allow fairly require it of him.

Sentence introduced by Chapter 3 of the annex to the Federal law of 24 March 1995 on equality, in force since 1 Jul. 1996 (RO 1996 1498; FF 1993 I 1163).
New content according to Chapter 3 of the annex to the Federal law of 24 March 1995 on equality, in force since 1 Jul. 1996 (RO 1996 1498; FF 1993 I 1163).

S. 328a v. the employer's Obligations / VII. Protection of the personality of the worker / 2. Domestic community 2. Community home when the worker lives in the household of the employer, it provides sufficient food and adequate housing.
The employer will grant the worker prevented to work without his fault for illness or accident care and medical relief for a limited time, either for three weeks during the first year of service and then, for a period longer, fixed fairly taking into account the duration of reports of work and the particular circumstances.
In case of pregnancy and childbirth of the worker, the employer has the same obligations.

S. 328bC. Obligations of the employer / VII. Protection of the personality of the worker / 3. During the processing of personal data 3. During the processing of personal data the employer cannot process data concerning the worker that insofar as these data relate to the ability of the worker to perform his job or are necessary for the performance of the contract of employment. In addition, the provisions of the Federal Act of 19 June 1992 on data protection shall apply.

Introduced by Chapter 2 of the annex to the Federal law of June 19, 1992, on the protection of data, in force since 1 Jul. 1993 (1993 1945 RO; FF 1988 II 421).
SR 235.1 s. 329 C obligations of the employer / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 1. Leave VIII. Weekly, holiday and leave for maternity leave 1 and youth activities. Leave the employer gives the worker a day off per week, generally Sunday or, if the circumstances do not, someday working integer.
Exceptionally, it can group the days of leave to which the worker may claim or grant two half-day instead of a full day, if conditions warrant, and if the worker agrees.
It moreover gives the worker hours and days of leave usual once denounced contract and the time needed to seek other employment.
The parties fairly reflect the interests of the employer and the worker to fix the hours and days of leave.

New content according to Chapter 1 of the annex to the LF of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).

S. 329a v. the employer's Obligations / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 2. Holiday / a. duration 2. Holiday a. duration the employer grants the worker, each year of service, four weeks of vacation at least and five weeks at least to workers up to the age of 20.

Holidays are fixed proportion to the duration of the employment relationship when the year of service is not complete.

New content according to chapter I of the Federal law of 16 Dec. in force since 1 July 1983, 1984 (1984 580 RO; FF 1982 III 177).
Repealed by chapter I of the Federal law of 16 Dec. 1983, with effect from 1 July. 1984 (1984 580 RO; FF 1982 III 177).

S. 329b v. the employer's Obligations / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 2. Holiday / b. Reduction b. Reduction when one year of service, the worker is, by his own fault, prevented from working for more than a month in total, the employer may shorten his vacation by one twelfth per complete month of absence.
If the duration of the hindrance is not more than one month a year of service, and if it is caused, without there is fault on his part, by causes inherent in the person of the worker, such as illness, accident, fulfilment of a legal obligation, exercise a public function or taking of a leave-jeunesse, the employer has the right to reduce the duration of the holiday.
The employer may not decrease a worker holidays if, due to pregnancy, she is prevented from working for two months at the most, or received maternity benefits within the meaning of the Act of September 25, 1952, on allowances for loss of income (LAPG).
A standard work contract or a collective agreement may depart from the al. 2 and 3, in the condition to offer, on the whole, rules at least equivalent to the workers.

New content according to art. 117 of the Federal law of 25 June 1982 on unemployment insurance, in force since 1 Jan. 1984 (RO 1982 2184, 1983 1204; FF 1980 III 485).
New content according to art. 13 of oct 6 BA. 1989 on youth activities, in force since 1 Jan. 1991 (1990 2007 RO; FF 1988 I 777).
RS 834.1 new content according to Chapter 1 of the annex to the LF of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).
Introduced by chapter I of the Federal law of 16 Dec. in force since 1 July 1983, 1984 (1984 580 RO; FF 1982 III 177).

S. 329c v. the employer's Obligations / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 2. Holiday / c. continuity and date c. continuity and date in General, holidays are granted during the corresponding year of service; They include at least two consecutive weeks.
The employer fixed the dates of the holidays taking into account the wishes of the worker to the extent compatible with the interests of the company or the household.

New content according to chapter I of the Federal law of 16 Dec. in force since 1 July 1983, 1984 (1984 580 RO; FF 1982 III 177).

S. 329 d v. the employer's Obligations / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 2. Holiday / d. salary d. wages the employer pays the worker holiday-related total wage and fair compensation to compensate for the wages in kind.
Until last reports of work, holidays cannot be replaced by benefits in money or other benefits.
If, during the holidays, the worker performs paid work for a third party contrary to the legitimate interests of the employer, it can withhold the salary to the holiday or require repayment if it has already paid it.

S. 329eC. Obligations of the employer / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 3. Leave for youth activities extra-curricular activities 3. Leave for extra-curricular youth activities

Each year of service, the employer grants the worker until the age of 30 a leave-youth representative to the over and about a week of work, when the latter engages volunteer in youth activities Coordinator on behalf of an organization of the cultural or social field, in carrying on direction, guidance or Council functions, or that it follows the training and courses of development necessary for the exercise of these activities.
The worker is not entitled has a salary during the leave-youth. An agreement, a contract-type of work or a collective agreement may derogate from this rule in favour of the worker.
The employer and the employee agree the dates and the duration of the leave-youth taking into account everyone's interests. If they cannot agree, the youth leave will be granted on condition that the worker announced his intention to assert his right two months before the commencement of the leave to the employer. The days of the youth leave that the worker did not have at the end of the calendar year may be carried over to the following year.
At the request of the employer, the worker will provide evidence of the tasks and functions assigned to it in the context of extra-curricular youth activities.

Introduced by art. 13 of oct 6 BA. 1989 on youth activities, in force since 1 Jan. 1991 (1990 2007 RO; FF 1988 I 777).

S. 329fC. Obligations of the employer / VIII. Weekly leave, leave for youth activities, holidays and maternity leave / 4. Maternity leave 4. Maternity maternity, the worker is entitled, after childbirth, to leave of at least 14 weeks.

Introduced by c. 1 of the annex to the Federal law of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).

S. 330 C obligations of the employer / IX. Other obligations / 1. Safety IX. Other obligations 1. Safety the employer must keep out of its safety heritage that the worker shall provide to ensure the execution of its obligations; It shall provide a guarantee for its conservation.
The employer renders security no later than at the end of the contract unless the date of refund should be postponed by a written agreement.
If the employer submits claims challenged arising from the contract of employment, it may retain the safety up to law known; at the request of the worker, he shall record in justice the amount withheld.
In the bankruptcy of the employer, the worker may claim the security the employer held out its heritage, subject to claims which arise from the contract of employment.

S. 330a v. the employer's Obligations / IX. Other obligations / 2. Certificate 2. Certificate the worker may request at any time to the employer a certificate concerning the nature and duration of the reports work, as well as on the quality of his work and his conduct.
At the express request of the worker, the certificate pertains only to the nature and duration of the employment relationship.

S. 330bC. Obligations of the employer / IX. Other obligations / 3. Obligation to inform 3. Obligation to inform when the report of work was agreed for an indefinite period or for more than a month, the employer must inform the worker in writing, at the latest one month after the beginning of the report of work on the following points: a. the names of the parties; b. the date of the beginning of the employment relationship; the function of the worker; d. the salary and any supplements salary; e. weekly work time.

When items subject to mandatory written information within the meaning of para. 1 are altered during the employment relationship, the changes must be communicated in writing to the worker, not later than one month after they took effect.

Introduced by art. 2 c. 2 FY from 17 Dec. 2004 on the approval and implementation of the prot. in the matter of the extension of the CA. between the Swiss Confederation, on the one hand and the EC and its Member States, other, on the free movement of persons to the new Member States of the EC and approving the revision of the accompanying measures concerning the free movement of persons, in force since April 1, 2006 (RO 2006 979; FF 2004 5523 6187).

S. 331 D. prévoyance en faveur du personnel / I. employer Obligations D. foresight in favour of staff I. Obligations of the employer if the employer conducts benefits purpose of foresight or if workers pay contributions for this purpose, the employer must transfer these benefits and contributions to a Foundation, a cooperative society or institution under public law.
When the employer benefits and the possible contributions of the worker are used to insure it against disease, accidents, on life, disability or death from a subject to monitoring insurance company or from a recognized health insurance, the employer shall be relieved of the obligation of transfer provided for in the preceding paragraph, if the worker to a direct claim against the insurer at the time where the insured risk is realized.
When it is the responsibility of the worker to pay contributions to a pension institution, the employer is required to contribute at the same time at least equal to the sum of the contributions of all workers; It will fund its contribution by its own means or by using reserves of pension fund contributions; These reservations must have been previously accumulated for this purpose by the employer and be accounted for separately. The employer must transfer the provident institution the amount of the levy deducted from the salary of the worker at the same time as his own contribution, no later than at the end of the first month following the calendar year or the insurance year for which contributions are due.
The employer gives the worker the necessary information on its rights to a professional or to staff provident institution or an insurer.
The employer book at central in the 2 pillar, on request, the information available to it which could help locate rightsholders of forgotten assets or the institutions that manage.

New content according to Chapter 2 of the annex to the LF of 3 oct. 2003 (1 revision LPP), in force since 1 Jan. 2005 (RO 2004 1677; FF 2000 2495).
New content according to Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).
Introduced by c. II 2 of the Federal law of 18 Dec. 1998, in force since May 1, 1999 (RO 1999 1384; FF 1998 4873).

S. 331aD. welfare for staff / II. Beginning and end of welfare II. Beginning and end of the foresight foresight begins the day where begins the employment relationship; It shall end on the day the worker leaves the provident institution.
The worker however enjoys protection of insurance against the risk of death or disability until the conclusion of a new report from foresight, but at least one month.
The provident institution may require the insured to assessments of risk to pension provision maintained after the end of the foresight report.

New content according to Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).

S. 331bD. welfare for staff / III. Assignment and pledging III. Assignment and pledging the debt in future pension benefits cannot be validly or transferred or put pledge before being payable.

New content according to Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).

S. 331cD. welfare for staff / IV. Reservations for reasons of health IV. Reserves for health reasons provident may make reservations for health reasons in relation to the risk of disability and death. The duration of these reserves is more than five years.

New content according to Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).

S. 331dD. welfare for staff / V. Encouragement of home ownership / 1. Putting gage V. Encouragement to the ownership of housing 1. Pledging the worker may, no later than three years before the birth of the right to old-age benefits, to pledge the right to pension benefits or amount to the amount of its provision of free passage for the property of housing for its own needs.
Pledging is also authorized to acquire shares of a construction and housing cooperative or engage in similar forms of participation if the worker uses personally housing co-financed in this way.
Pledging to be valid, must notify in writing the provident institution.
Older workers over 50 years can set gage up the provision of free passage to which they were entitled at the age of 50 years or half of the decisive free passage benefit at the time of the pawning.
When the worker is married, pledging is allowed if the spouse gives written consent. If it is not possible to collect this consent or if it is refused, the worker may appeal to the tribunal. This provision applies to registered partners.

If the pledge is made before the occurrence of a case, provident or before the cash payment the art. 30 d 30E and 83 (a) of the Federal Act of 25 June 1982 on occupational old-age, survivors and disability insurance are applicable.
The federal Council shall determine: a. the purposes for which the development pledge is authorized and the notion of "property of housing for its own needs"; b. the conditions for implementing pledged shares of a cooperative construction and housing or similar forms of participation.

Introduced by chapter II of the LF of 17 Dec. 1993 on the encouragement of the home ownership by means of occupational insurance, in force since 1 Jan. 1995 (1994 2372 RO; FF 1992 VI 229).
New content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).
RS 831.40 s. 331eD. welfare for staff / V. Encouragement of home ownership / 2. Advance payment 2. Advance payment the worker may, no later than three years before the birth of the right to old-age benefits, enforce with his provident institution the right to the payment of an amount for the property of housing for its own needs.
Workers can get up to the age of 50 years, amounting to a maximum of their provision of free passage. Older workers over 50 years can obtain maximum delivery of free passage to which they were entitled at the age of 50 years or half of the provision of free passage to which they are entitled at the time of the payment.
The worker can also assert the right to the payment of this amount to acquire shares of a construction and housing cooperative or engage in similar participation forms if he personally uses housing co-financed so.
Payment simultaneously causes a reduction in benefits of pension calculated according to the regulations of provident and technical bases of the respective provident institutions. To avoid that contingency cover is limited by the decrease in benefits in case of death or invalidity, pension fund itself offers a complementary insurance or acts as an intermediary for the conclusion of such insurance.
When the worker is married, the payment is allowed only if the spouse gives written consent. If it is not possible to collect this consent or if it is refused, the worker may appeal to the tribunal. This provision applies to registered partners.
When spouses divorced prior to the occurrence of a case of foresight, advance payment is considered to be the provision of free passage. It is shared in accordance with the art. 122 and 123 of the civil code, art. 280 CPC and art. 22 of the Act of 17 December 1993 on free passage. This provision is applicable in the case of judicial dissolution of the registered partnership.
If the advance payment or the pawning questioning pension fund liquidity, it may postpone the execution of requests is related. Pension Fund fixed in its rules of an order of priorities for deferment of these advance payments or these warnings gage. The federal Council sets the terms.
Are also applicable in the art. 30 d 30E and 83 a of the Federal Act of 25 June 1982 on occupational old-age, survivors, and disability.

Introduced by chapter II of the LF of 17 Dec. 1993 on the encouragement of the home ownership by means of occupational insurance, in force since 1 Jan. 1995 (1994 2372 RO; FF 1992 VI 229).
New content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).
RS RS RS 831.42 272 210 new content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
RS 831.40. Currently 'art. 30 d, 30e, 30 g and 83 says.

S. 331fD. welfare for staff / V. Encouragement of home ownership / 3. Limitations with the overdraft of the provident institution 3. Limitations with the overdraft of the provident institution pension fund may provide in its rules that the pawning, the advance payment and reimbursement may be limited in time, reduced or refused as long this institution lies in overdraft position.
The federal Council lays down the conditions under which the limitations within the meaning of para. 1 are admitted and determines the scope.

Introduced by Chapter 2 of the annex to the LF of 18 June 2004, in force since 1 Jan. 2005 (RO 2004 4635; FF 2003 5835).

S. 332D. welfare for staff / E. law on inventions and designs E. law on inventions and designs inventions that the worker has made and the designs he created, or to the development of which he took part in the exercise of his activity in the service of the employer and in accordance with its contractual obligations belong to the employer they can be protected or not.
By written agreement, the employer may reserve a right on inventions made by the worker and the designs that he has created in the exercise of his activity in the service of the employer, but outside the performance of its contractual obligations.
A worker who has made an invention or created a design referred to in the al. 2 shall inform in writing the employer; It advised in writing within six months if it intends to acquire or give the invention or design.
If the invention or design is not left to the worker, the employer pays special equitable remuneration, taking into account all the circumstances, including the economic value of the invention or design, the cooperation of the employer and his assistants, of the use which has been made of its facilities, as well as expenses of the worker and his situation in the company.

New content according to chapter II 1 of the annex to the LF of oct 5. 2001 on designs, in force since 1 Jul. 2002 (RO 2002 1456; FF 2000 2587).

S. 332 was repealed by c. II 1 of the annex to the Federal law of 5 oct. 2001 on designs, with effect from 1 July. 2002 (RO 2002 1456; FF 2000 2587).

S. 333 D. prévoyance en faveur du personnel / F. transfer of labour relations / 1. Effects F. transfer of labour relations 1. Effects if the employer transfers the business or part thereof to a third party, labour relations are the purchaser with all rights and obligations deriving therefrom, on the day of transfer, unless the worker objects.
If transferred labour relations are governed by a collective agreement, the buyer is obliged to respect a year provided that it does not end because of the expiry of the agreed duration or its denunciation.
In the case of opposition, labour relations terminate on expiry of the period of legal leave; until then, the purchaser and the worker are required to perform the contract.
The former employer and the purchaser meet jointly for the worker claims expired as early as before the transfer until such time where labour relations might normally end or have ended as a result of opposition from the worker.
Moreover, the employer cannot transfer to a third party rights arising from labour relations, unless the contrary has been agreed or arises out of the circumstances.

New content according to chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).
New content according to chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).
Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 333aD. welfare for staff / F. transfer of labour relations / 2. Consultation of the representation of workers 2. Consultation of the representation of workers if the employer transfers the business or part thereof to a third party, it shall inform the representation of 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.

If measures concerning workers are planned following the transfer of the undertaking, the consultation of workers representation or, failing, workers must take place in good time before these measures are decided upon.

Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 333bD. welfare for staff / F. transfer of labour relations / 3. Transfer of an undertaking for cause of insolvency 3. Transfer of business due to insolvency when the company or a part of it is transferred to a third during a bankruptcy stay in bankruptcy or an arrangement with assignment of assets, work reports pass to the purchaser with all rights and obligations arising therefrom provided that this transfer has been agreed with the purchaser and that the worker has no objection. For the rest, the art. 333, with the exception of the al. 3, and 333a shall apply by analogy.

Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 334 G. end of the employment relationship / I. contract determined G. end of the working relationship of I. contract term

The fixed-term contract ends without any need to leave.
If, after the expiry of the agreed period, the fixed-term contract is tacitly, it is deemed to be a contract of indefinite duration.
The contract for more than ten years may be terminated after ten years by each of the parties to the end of a month, for a period of six month leave of absence.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 335 G. end of the employment relationship / II. Indefinite / 1. Leave in general II. Contract of indefinite duration 1. Leave in general contract of indefinite duration may be terminated by each party.
The party giving leave must justify its decision in writing if the other party so requests.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 335aG. end of the employment relationship / II. Indefinite / 2. Periods of leave / has. In general 2. Periods of leave has. Generally periods of leave must be identical for both parties; If an agreement provides for different delays, the more time is applicable to both parties.
When the employer has indicated its intention to terminate the contract of employment or that has terminated it for economic reasons, however shorter leave may be provided for the worker, by agreement, contract-type of work or collective agreement.

Introduced by chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 335bG. end of the employment relationship / II. Indefinite / 2. Periods of leave / b. During the time of test b. During the time of test during the testing time, each of the parties may terminate the contract of employment at any time subject to a period of leave of seven days; test time is considered the first month of work.
Different provisions may be provided by written agreement, contract-type work or collective agreement; However, the probationary period shall not exceed three months.
When, during the test time, the job is interrupted because of illness, accident or fulfilment of a legal obligation the worker without that he asked him to assume, the testing time is prolonged.

Introduced by chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 335 cG. end of the employment relationship / II. Indefinite / 2. Periods of leave / c. After the time of test c. After the probationary period the contract may be terminated at the end of a month subject to a period of leave of a month during the first year of service, two months from the second to the ninth year of service, three months later.
These time limits may be changed by written agreement, contract-type work or collective agreement; However, less than a month delays cannot be fixed by collective agreement and for the first year of service.

Introduced by chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 335 dG. end of the employment relationship / II. Dismissal / 1. Definition II. Collective dismissals 1. Definition by collective dismissal, means leave employer-provided in a company within a period of 30 days for reasons not related to the person of the worker and whose number is at least: 1. equal to 10 in establishments employing usually more than 20 and less than 100 workers; 2. 10% of the number of workers in establishments normally employing at least 100 and less than 300 workers; 3. equal to 30 in establishments normally employing at least 300 workers.

Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 335eG. end of the employment relationship / II. Dismissal / 2. Field of application 2. Scope the Group termination provisions also apply to fixed-term contracts, when the working relationship ends before the expiry of the agreed duration.
They do not apply in the event of termination of activity of the enterprise on order of the judge or in the event of dismissal as a result of bankruptcy or in the event of concordat with assignment of assets.

Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).
New content according to the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 335 fG. end of the employment relationship / II. Dismissal / 3. Consultation of the representation of workers 3. Consultation of the representation of workers an employer who intends to proceed with collective redundancies must consult workers or, failing that, the workers representation.
It at least gives them the opportunity to make suggestions on ways to avoid the holidays or to limit the number, as well as to mitigate the consequences.
It is required to provide to the representation of workers or, Alternatively, to workers all useful information to this effect and communicate them in any case in writing: a. reasons for the collective dismissal; b. the number of workers to which the leave is to be served; c. the number of workers normally employed; d. the period during which it is planned to give leave.

It passes to the cantonal labour office a copy of the communication provided for in para. 3. introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 335gG. end of the employment relationship / II. Dismissal / 4. Procedure 4. Procedure the employer is required to notify in writing to the cantonal labour office any proposed collective redundancies and to transmit the representation of workers or, failing that, to workers a copy of this notification.
The notification must contain the results of consultation of the representation of workers (art. 335f) as well as all relevant information concerning the project of collective dismissal.
The cantonal labour office tries to find solutions to the problems raised by the projected collective redundancies. The representation of workers, or failing that, workers can submit their comments.
If the employment contract is terminated within the framework of a collective dismissal, labour relations take end 30 days after notification of the project of collective dismissal at the cantonal labour office, unless that, according to the contractual or legal arrangements, leave produces effect in a subsequent term.

Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 335 hG. end of the employment relationship / II. Dismissal / 5. Social / a. Definition and principles 5. A. Definition and principles socially socially is a convention whereby the employer and workers secure ways to avoid layoffs, to limit the number or to mitigate the consequences.
It should not endanger the existence of the company.

Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 335i G. end of the employment relationship / II. Dismissal / 5. Social / b. duty to bargain b. Obligation to negotiate the employer is required to conduct negotiations with workers to establish a social plan when it meets the following criteria: a. He usually uses at least 250 employees; b. it intends to terminate the contract of at least 30 workers within a period of 30 days for reasons not related to their individual management.

The redundancies that are spread in time but driven by the same motives are summed.
The employer negotiates: a. with associations of workers bound by a collective labour agreement if it is a party to this agreement; b. with the representation of workers; c. directly with workers, absence of worker representation.

Associations of workers, representatives of workers or workers may be assisted by experts during the negotiations. Experts are required to keep the secret to people outside the company.

Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 335jG. end of the employment relationship / II. Dismissal / 5. Social / c. socially established by award arbitration v. social Plan established by arbitration if the parties are unable to agree on a social plan, it has instead of entering an arbitral tribunal.
The arbitral tribunal shall adopt a mandatory social plan.

Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 335 k G. end of the employment relationship / II. Dismissal / 5. Social / d. collective dismissal during proceedings in bankruptcy or composition d. collective dismissal during a bankruptcy or composition proceedings social provisions (art. 335 h to 335j) do not apply in the event of dismissal during bankruptcy proceedings or bankruptcy procedure leading to the conclusion of a concordat.

Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).


S. 336 G. end of the employment relationship / III. Leave protection / 1. Wrongful termination / a. principle III. Protection leave 1. Termination improper principle leave is abusive when it is given by a party: a. for a reason inherent in the personality of the other party, unless this reason has a connection with the employment relationship or does on one essential point serious injury at work in the enterprise; b. due to the exercise by either party of a constitutional right unless the exercise of this right violates an obligation arising from the contract of employment or does on one essential point serious injury at work in the enterprise; c. only in order to prevent the birth of legal claims of the other party, resulting from the contract of employment; d. because the other party argued in good faith claims resulting from the contract of employment; e. because the other party performs compulsory service military or civil protection, or civil service, under federal legislation, or because it performs a legal obligation incumbent on it without it asked to assume it.

Is also abusive leave given by the employer: a. because of membership or non-membership of an employee to an organization of workers or because the exercise in accordance with the right of a trade union activity; b. during that the worker, elected representative of the workers, is a member of a commission of business or a related institution in the company and that the employer cannot prove that he had a cause justified resiliation.c. without complying with the procedure of consultation provided for collective dismissals (art. 335f).

In the cases provided for in para. 2, let. (b), the protection of the worker representative whose mandate ended due to a transfer of work reports (art. 333) is maintained until the moment where this mandate would have expired if the transfer had not occurred.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).
New content according to Chapter 3 of the annex to the LF of oct 6. 1995 on the civil service, in effect since Oct. 1. 1996 (RO 1996 1445; FF 1994 III 1597).
Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).
Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 336aG. end of the employment relationship / III. Leave protection / 1. Wrongful termination / Sanction b. Sanction a party who wrongfully terminates the contract must pay compensation to the other.
The allowance is set by the judge, taking into account all the circumstances. However, it cannot exceed the amount corresponding to six months of salary of the worker. Are reserved the damages which may be due to another title.
In the event of abusive leave within the meaning of art. 336, al. 2, let. c, the compensation may not extend up to the amount corresponding to two months of salary of the worker.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).
Introduced by chapter I of the Federal law of 17 Dec. 1993, in force since May 1, 1994 (RO 1994 804; FF 1993 I 757).

S. 336bG. end of the employment relationship / III. Leave protection / 1. Wrongful termination / c. Procedure c. Procedure the party intending to apply for compensation based on the art. 336 and 336 must oppose the leave in writing to the other party no later than until the end of the period of leave.
If the opposition is valid and that the parties do not agree to maintain the employment relationship, the party which has received the leave may assert his claim to compensation. It shall act by way of legal action within 180 days from the end of the contract, under penalty of lapse.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 336 cG. end of the employment relationship / III. Leave protection / 2. Untimely termination / has. 2 employer. Untimely termination a. By the employer after the probationary period, the employer may not terminate the contract: a. While the employee carries out a service required, in military or in civil protection, civil service, under federal legislation, or even during the four weeks that previous and following this service provided that it lasted over eleven days; b. for a total or partial incapacity resulting from a disease or accident not attributable to the fault of the worker, and 30 days in the first year of service, for 90 days from the second to the fifth year of service and during 180 days from the sixth year of service; c. during pregnancy and during the 16 weeks following childbirth; d. during that the worker participates, with the consent of the employer a service to foreign aid ordered by the federal authority.

Leave during one of the periods provided for in the preceding paragraph is void; If leave has been given before one of these periods and the leave period has not expired before this period, this period is suspended and continues to run until after the end of the period.
When the working relationship must stop a term, such as the end of a month or a week's work, and this term does not coincide with the end of the leave period which began to run, this period is extended until the next term.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).
New content according to Chapter 3 of the annex to the LF of oct 6. 1995 on the civil service, in effect since Oct. 1. 1996 (RO 1996 1445; FF 1994 III 1597).
Corrected by the HSO Editorial Committee. EDF. (art. 33 LREC;) 1974 1051 RO).
Corrected by the Editorial Committee Nov. 10. 1988 s. 336 dG. end of the employment relationship / III. Leave protection / 2. Untimely termination / b. By the worker b. By the worker after the probationary period, the employee cannot terminate the contract if a superior which he is able to perform the duties or the employer himself is prevented for the reasons indicated in art. 336 c, para. 1, let. a, and while it is incumbent audit worker replacement.
Art. 336 c, para. 2 and 3, shall apply by analogy.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 337 G. end of the employment relationship / IV. Immediate termination / 1. Conditions / a. fair grounds IV. Immediate termination 1. Conditions a. proper reasons the employer and the worker may immediately terminate the contract at any time for proper reasons; the party which immediately terminates the contract must justify its decision in writing if requested by either party.
Are especially considered proper reasons all circumstances which, according to the rules of good faith, do not require one who gave leave the continuation of the employment relationship.
The judge appreciate freely if there is proper reasons, but in no case it can be considered as the fact that the worker has been without his fault prevented to work.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 337 at G. end of the employment relationship / IV. Immediate termination / 1. Conditions / insolvency of the employer b. insolvency of the employer in the event of insolvency of the employer, the worker may immediately terminate the contract, if securities are not provided him within an appropriate period to ensure its contractual claims.

S. 337b G. end of the employment relationship / IV. Immediate termination / 2. Implications / a. justified termination 2. Consequences a. justified termination if the fair grounds for the immediate termination of the contract consists in its non-compliance by one of the parties, it must make full reparation for the injury caused, given from all claims arising from the employment relationship.
In other cases, the judge freely appreciate the pecuniary consequences of immediate termination taking into account all the circumstances.

S. 337 cG. end of the employment relationship / IV. Immediate termination / 2. Consequences / b. termination unjustified b. wrongful termination when the employer immediately terminates the contract without justifiable reasons, the worker is entitled to what he would have earned if the working relationship had ended at the end of the period of leave or the quashing of the contract concluded for a fixed term.
Is imputed on this amount that the worker has saved as a result of the termination of the contract of employment and income that he pulled another job or income to which he gave intentionally.
The judge may order the employer to pay the employee compensation which it will fix freely the amount, taking into account all the circumstances. However, it cannot exceed the amount corresponding to six months of salary of the worker.

New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).
Read "cessation."

S. 337 G. termination of the employment relationship / IV. Immediate termination / 2. Consequences / c. non-entry in service or unjustified abandonment of employment v. non-service or unjustified abandonment of employment

When the worker is not in service or abandoned her job abruptly without proper reasons, the employer is entitled to compensation equal to one-quarter of the monthly wage; He is also entitled to compensation for the additional damage.
The judge may reduce the compensation according to its discretion if the employer suffered no damage or if the damage is less than the allowance provided for in the preceding paragraph.
If the right to compensation is not extinguished by compensation, it must, under penalty of lapse, be exercised by way of legal action or prosecution within 30 days from the non-place, or the abandonment of employment.


New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).
Repealed by chapter I of the Federal law of 18 March 1988, with effect from 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 338 G. end of the employment relationship / V. death of the worker or the employer / 1. Death of the worker V. death of the worker or the employer 1. Death of the worker the contract ends upon the death of the worker.
However, the employer must pay wages, from the day of death, for a month yet and, if the working relationship lasted more than five years, for two months yet, if the worker leaves a spouse, a partner registered minors or, failing that, other people for which it fulfils an obligation of maintenance.

New content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).

S. 338 at G. end of the employment relationship / V. death of the worker or the employer / 2. Death of employer 2. Death of the employer the death of the employer, the contract passes to the heirs. the provisions relating to the transfer of reports of work in case of transfer of the business shall apply by analogy.
The contract essentially concluded consideration of the person of the employer is terminated upon his death; However, the worker can claim fair compensation for the damage caused by the premature termination of the contract.

S. 339 g. end of the employment relationship / VI. Consequences of the termination of the contract / 1. Indebtedness VI. Consequences of the termination of the contract 1. Due receivables at the end of the contract, all claims arising therefrom become payable.
When the worker is entitled to an allowance for business which the performance takes place wholly or partly after the end of the contract, the liability may be deferred by agreement in writing, but in general for more than six months; the payment cannot be deferred over a year if it business giving rise to successive benefits, not by more than two years if it's insurance contracts or business whose implementation extends over more than a half year.
The right to participation in the result of the operation is payable pursuant to art. 323, al. 3 s. 339 at G. end of the employment relationship / VI. Consequences of the termination of the contract / 2. Return 2. Refund at the time the contract takes end, parties come about as they are delivered for the duration of the contract, as well as what one of them might have received from third parties on behalf of the other.
The worker renders including motor vehicles and permits traffic, as well as the advances of salary and expenses insofar as they exceed its debts.
Rights of retention of parts are reserved.

S. 339b G. end of the employment relationship / VI. Consequences of the termination of the contract / 3. Compensation for long working relationship / a. Conditions 3. Allowance at the rate of lengthy reports of work a. Conditions if an older worker of at least 50 years work reports end after twenty years or more, the employer pays the worker an allowance at the rate of these long working relationship.
If the worker dies during the duration of the employment relationship, the allowance shall be paid to the spouse or partner registered surviving minor children or, failing that, to other persons for which the worker fulfil an obligation of maintenance.

New content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192).

S. 339c G. end of the employment relationship / VI. Consequences of the termination of the contract / 3. Compensation for long working relationship / b. amount and maturity b. amount and maturity the amount of compensation can be fixed by written agreement, contract-type work or collective agreement, but must not be less than the amount of salary for two months.
If the amount of the allowance is not determined, the judge fixed according to its discretion, taking into account all the circumstances; However, the allowance shall not exceed the amount of the salary for eight months.
The compensation may be reduced or disallowed if the worker has terminated the contract without proper reasons the employer has terminated it with immediate effect for justifiable reasons or if the payment of this allowance would expose him to the gene.
The allowance is due at the time where the working relationship ends, but the deadline can in be deferred by agreement in writing, by a contract-type work, by collective agreement or by the judge.

S. 339d G. end of the employment relationship / VI. Consequences of the termination of the contract / 3. Compensation for long working relationship / c. replacement v. replacement if benefits benefits the worker receives benefits of a provident institution, they can be deducted from the allowance at the rate of the long working relationship to the extent that they have been financed either by the employer, pension fund by the employer's contribution.
The employer is also released from the obligation to pay severance pay insofar as it agrees to pay in the future of welfare worker benefits or are ensure by a third party.

New content according to Chapter 2 of the annex to the Federal law of 25 June 1982 on occupational old-age, survivors and disability, in force since 1 Jan. 1985 (RO 1983 797 827 art. 1 para. 1;) FF 1976 I 117).

S. 340 g. end of the employment relationship / VII. Prohibition to compete / 1. Conditions VII. Prohibition to compete 1. Conditions the worker who has the exercise of civil rights may commit in writing to the employer to refrain after the end of the contract to compete in any manner whatsoever, including to operate a competing undertaking, to work or to look for its own account.
The prohibition to compete is valid only if labour relations allow the worker to have knowledge of customer or secrets manufacturing or business of the employer and the use of such information is likely to cause material injury to the employer.

S. 340 at G. end of the employment relationship / VII. Prohibition to compete / 2. Limitations 2. Limitations prohibition should be limited properly about the place, time and the kind of business, so as to not to compromise the economic future of the worker contrary to equity. It may not exceed three years in the event of special circumstances.
The judge can reduce according to its discretion an excessive prohibition, taking account of all the circumstances; It will have regard, in an equitable manner to any consideration of the employer.

S. 340b G. end of the employment relationship / VII. Prohibition to compete / 3. Consequences of contraventions 3. Consequences of contraventions worker who infringe the prohibition to compete is required to repair the damage resulting for the employer.
It can, when the contravention is punishable by a contractual penalty and unless otherwise agreed, to free themselves from the prohibition to compete by paying the amount; However, it is required to repair the damage which would exceed this amount.
The employer may require, if it is in is expressly reserved the right in writing, in addition to the conventional penalty and the additional damages possible, the cessation of the breach, when this measure is justified by the importance of the interests adversely affected or threatened by the employer and by the behaviour of the worker.

S. 340c G. end of the employment relationship / VII. Prohibition to compete / 4. End 4. End the prohibition to compete constantly if it is established that the employer has more real interest that it be retained.
The prohibition also cease if the employer terminates the contract without the worker gave him good cause or if the worker terminates the contract for good cause attributable to the employer.

S. 341 h. unable to renounce and H. inability to forgo prescription and prescription the worker cannot be waived for the duration of the contract and during the month following the end of it, to claims arising from mandatory provisions of the Act or a collective agreement.
Limitation General provisions are applicable to the claims arising from the contract of employment.

S. 342 I. Reserve in favour of public law; effects of law civil I. Reserve in favour of public law; its effects of civil law are reserved: a. provisions of the Confederation, the cantons and Commons concerning the employment relationship under public law, except with regard to the art. 331, al. 5, and 331 331e a; b the provisions of public law of the Confederation and the cantons on labour and vocational training.


If provisions of the Confederation or the cantons on labour and vocational training require the employer or the worker a duty of public law may be the subject of an individual contract of employment, either party can act civilly for the fulfilment of this obligation.

New content according to chapter II 2 of the Federal law of 18 Dec. 1998, in force since May 1, 1999 (RO 1999 1384; FF 1998 4873).

S. 343 repealed by chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, with effect from 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

Chapter II: The individual contracts of employment of special character A.Du apprenticeship s. 344 I. Definition and training / 1. Definition I. Definition and training 1. Definition by the contract of apprenticeship, the employer undertakes to train trainees in the exercise of a given occupation, in accordance with the rules of the trade, and the person in training is committed to working in the service of the employer for this training.

S. 344a I. Definition and training / 2. Training and project 2. Training and project the apprenticeship contract is valid if it is passed in writing.
The contract regulates nature and duration of vocational training, wage, the testing time, hours of work and holidays.
The probationary period must not be less than one month nor more than three months. If it is not fixed in the contract, it is three months.
Before the expiry of the probationary period, the latter may exceptionally be extended up to six months, agreement between the parties and with the approval of the cantonal authorities.
The contract may contain portions of other provisions, including the provision of work instruments, the contribution to the costs of housing and maintenance, payment of insurance premiums or other benefits.
Agreements that affect the free decision of the person in training regarding his professional activity after learning are void.

S. 345 II. Effects / 1. Special obligations of the person in training and his representative legal II. Effects 1. Special obligations of the person in training and his legal representative the person in training strives to achieve the goal of learning.
The legal representative of the person in training supports its best employer in its task and promotes understanding between it and the person in training.

S. 345a II. Effects / 2. Special obligations of employer 2. Special obligations of the employer the employer shall ensure that trainees be trained under the responsibility of a skilled person having professional skills and personal qualities necessary.
It leaves the person in training, without reduction in salary, the time required to follow vocational school courses and business courses, and for the examination of completion of apprenticeship.
It gives the person in training, up to the age of 20 years, at least five weeks of vacation per year of learning.
It can occupy trainees to some foreign works the proposed professional activity and work pieces or the task if they are in relation to the exercise of the profession and that his training is not compromised.

S. 346 III. End of contract / 1. Early termination III. End of contract 1. Termination during the probationary period, apprenticeship contracts may be terminated at any time subject to a period of leave of seven days.
Apprenticeship contracts may be terminated immediately for proper reasons within the meaning of art. 337, including: a. If the person responsible for training has no professional skills or the personal qualities necessary to form the training person; b. If trainees is not essential to her training intellectual and physical abilities or if her health or morals is compromised; the person in training and, where appropriate, its legal representatives, must be heard in advance; c. If the training cannot be completed or cannot be essentially different from those which were foreseen conditions.

S. 346a III. End of contract / 2. Certificate of apprenticeship 2. Certificate of apprenticeship the employer shall issue to the person in training, at the end of the apprenticeship, a certificate indicating the learned professional activity and duration of learning.
At the request of the person in training or his legal representative, the certificate also covers the skills, work and the conduct of the person in training.

B. the contract of commercial travellers art. 347 I. Definition and training / 1. Definition I. Definition and training 1. Definition by the contract of commercial travellers, salesman, against payment of a salary, to negotiate or conclude, on behalf of a trader, industrialist or another head of business in the commercial form, undertakes business of any nature outside the institution.
Is not considered as a salesman the worker who exercises not primarily an activity of traveller or who works occasionally or temporarily for the employer, as well as the traveler who is doing business on his own account.

S. 347 I. Definition and training a / 2. Training and object 2. Training and subject the contract must be made in writing and set including: a. duration and the termination of the contract; b. the powers of the traveller; c. the remuneration and reimbursement of expenses; d. applicable law and Forum, where one of the parties is domiciled abroad.

Absence of a written contract, issues referred to in the preceding paragraph are governed by legal provisions and, in addition, by usual working conditions.
A verbal agreement can relate only to the commencement of services, on the modalities and the radius of travel, as well as other provisions not contrary to legal requirements or the written stipulations.

S. 348 II. Duties and powers of salesman / 1. Special bonds II. Duties and powers of the traveller to trade 1. Special bonds the traveller visiting the customer in a way that has been prescribed to him, unless good cause requires him to depart. unless authorized in writing by the employer, it cannot negotiate or conclude business on his own account or on behalf of third parties.
If the traveler is authorized to enter business, he observes the prices and other conditions that are prescribed to him and he reserves for any derogation the consent of the employer.
The traveler regularly report on its activity, shall immediately transmit to the employer all orders received and relates to its knowledge all material facts concerning the circle of its clientele.

S. 348a II. Duties and powers of salesman / 2. Ducroire 2. Ducroire are void agreements under which salesman meets the payment or another mode of execution of the obligations of the customer or supports all or part of the costs of debt collection.
When the traveller is responsible for business with particular customers, it can undertake in writing to respond, for each case, one-quarter more than the damage to the employer's breach of the obligations of the customer on the condition that suitable provision (del credere) is agreed.
With respect to insurance contracts, the logger traveler can commit in writing to take over half the debt collection costs than if a premium or fraction of premium has not been paid and requests that it be recovered by way of legal action or enforcement.

S. 348b II. Duties and powers of salesman / 3. Powers 3. Powers A unless a written agreement otherwise, salesman only has the power to negotiate business if the traveler is authorized to conclude business, its powers extend to all the legal acts that usually involves the implementation thereof; However, it cannot, without special powers, cash payments from customers, or granting delays in payment.
Art. 34 of the Federal Act of 2 April 1908 on insurance contract is reserved.

RS 221.229.1 s. 349 III. Special obligations of the employer / 1. Radius of activity III. Special obligations of the employer 1. Radius of activity when a RADIUS or circle of specific clients is attributed to salesman, it has the exclusive subject of a contrary written agreement; However, the employer keeps the Faculty personally conclude cases within this RADIUS or that circle of clients.
The employer may change its leader contractual provisions to the RADIUS or the circle of customers if good cause requires before the end of the contract; is however reserved, in this case, the right of salesman to seek compensation and to terminate the contract for proper reasons.

S. 349a III. Special obligations of the employer / 2. Salary / has. In general 2. Salary has. Usually the employer pays salesman salary comprising fixed treatment, with or without provision.
A written agreement providing that the salary is solely or principally in a provision is valid only if the latter is a suitable remuneration for the services of salesman.
During a test of two months time, wages shall be freely fixed in writing.

S. 349b III. Special obligations of the employer / 2. Salary / b. Provision b. Provision

When a RADIUS or a circle of customers determined is assigned exclusively to a traveling salesman, it is entitled to the agreed or usual provision for all the cases concluded by him or his employer within its range or with its customers.
If a RADIUS or a circle of customers determined has not been awarded exclusively, salesman is entitled to the allowance for business that he has negotiated or concluded.
If, at the end of the provision, the value of a case can not 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 when running from the case.

S. 349c III. Special obligations of the employer / 2. Salary / c. Prevention of travel c. Prevention of travel when travelling is prevented without his fault to travel and that the salary must nevertheless to be paid under the Act or the contract, this wage is calculated on the basis fixed treatment and suitable for loss of allowance allowance.
If the provision is less than a fifth of the salary, it may be agreed in writing that if the salesman is prevented without his fault to carry on business, no compensation it is owed due to the loss of the provision.
When salesman is prevented without his fault to travel and that his full salary is paid, it can be used in the establishment, at the request of the employer, other work it is able to load and that may reasonably be required of him.

S. 349d III. Special obligations of the employer / 3. Costs 3. Fresh if salesman at the same time works on behalf of several employers unless the apportionment of costs is set in writing, each employer reimburse an equal share.
Are void agreements providing that all or part of the allowance is included in the fixed salary or allowance.

S. 349th III. Special obligations of the employer / 4. Right of retention 4. Right of retention in warranty of debts owing and, in the event of insolvency of their employer, unenforceable claims arising from the contract, salesman can remember things securities and securities, as well as the amounts it covers customers under its power of cashing.
The right of retention cannot be exercised on the tickets, on price rates, or on the customer lists and other documents.

S. 350 IV. End of contract / 1. Special case of termination IV. End of contract 1. Special case of termination where the provision is at least one-fifth of the salary and that it is subject to significant seasonal fluctuations, the traveling salesman who is engaged since the end of a season cannot be dismissed during the following season to the end of the second month after the termination of the contract.
In the same circumstances, the traveling salesman who served until the end of a season can terminate the contract until the beginning of the following season, but only for the end of the second month after the termination.

S. 350a IV. End of contract / 2. Special effects 2. Special consequences at the end of the working relationship, salesman is entitled to the allowance on all cases that he has concluded or negotiated, as well as the commands transmitted to the employer until the end of the employment relationship, irrespective of the date of their acceptance and implementation.
At the end work reports, salesman makes the employer the samples and models, price rates, customer lists and other documents placed at its disposal for its activity; the right of retention is reserved.

C. contract of homework art. 351 I. Definition and training / 1. Definition I. Definition and training 1. Definition by the contract of employment at home, the worker agrees to perform, alone or with the help of members of his family and against salary, work for the employer in its own housing or another place of their choice.

S. 351a I. Definition and training / 2. Communication from working conditions 2. Communication of the working conditions before entrusting the work to the worker, the employer tells every time the important terms of execution, including features not specified in general working conditions; He refers to the material to be provided by the worker and indicates in writing the compensation due for this material, as well as the salary.
If salary and compensation for the material to be provided by the worker are not indicated in writing prior to work normal working conditions are applicable.

S. 352 II. Special obligations of the worker / 1. Performance of work II. Special obligations of the worker 1. Execution of work the worker is required to begin full-time work which he accepted, to complete it for the agreed term and deliver the product to the employer.
If the work performed is flawed by his fault, the worker corrects expense insofar as the defects can be removed.

S. 352a II. Special obligations of the worker / 2. Equipment and work instruments 2. Equipment and work instruments the worker uses carefully the equipment and instruments of work that the employer handed him, reflects it their employment and renders the unused equipment and work instruments.
If the worker finds, during operation, equipment or refurbished instruments are defective, it shall immediately inform the employer and awaits its instructions before continuing work.
If the worker has deteriorated by his fault, equipment or instruments that have been delivered, it is liable to the employer more than the amount of the replacement cost.

S. 353 III. Special obligations of the employer / 1. Acceptance of work III product. Special obligations of the employer 1. Acceptance of the product of labour the employer examines delivered work and report defects to the worker, later in the week.
If the employer does not time report defects to the worker, the work is considered to be accepted.

S. 353a III. Special obligations of the employer / 2. Salary / a. payment 2. Salary a. payment when the worker is busy in a continuous manner by the employer, wages for the work is paid in a period of half a month or, with the consent of the worker, at the end of the month; in other cases, salary is paid at the time of delivery of the work.
A statement indicating the reason for the possible deductions is given to the worker of each payment of wages.

S. 353b III. Special obligations of the employer / 2. Salary / b. In the event of incapacity to work b. In the event of incapacity to work employing the worker in an uninterrupted manner to pay wages in accordance with the art. 324 and 324a when it is still to accept the services or that the worker is prevented from working without fault on its part for reasons inherent to his person.
In other cases, the employer is not required to pay the salary in accordance with the art. 324 and 324a.

S. 354 IV. Late (IV). End if test work is entrusted to the worker, the contract is deemed, except contrary agreement as concluded to test for a certain time.
When the worker is busy in a continuous manner by the employer, the contract is deemed, except contrary agreement as concluded for an indefinite period; in other cases, it is deemed concluded for a specified time.

D. applicability of General provisions art. 355. the General rules of the individual contract of employment shall apply supplementarily to the apprenticeship agreement, the contract of commercial travellers and the contract of employment at home.

Chapter III: Collective work and the contract type work. Of the collective labour agreement art. 356 I. Definition, object, form and time / 1. Definition and purpose I. Definition, object, shape and duration 1. Definition and object by the collective agreement, employers or employers ' associations, on the one hand, and the associations of workers, on the other hand, establish common provisions on the conclusion, the object and the end of the individual labour contracts between employers and workers concerned.
The convention can also contain other clauses, provided that they relate to the relationship between employers and workers; It may even be restricted to these clauses.
The convention may also regulate the rights and obligations reciprocal of the contracting parties, as well as the control and enforcement of the provisions laid down in the preceding paragraphs.
When several associations of employers or workers are bound by the convention, either for taking part in its conclusion, or to have acceded later with the consent of the parties, they have each other the same rights and obligations; any agreement to the contrary is void.

S. 356a I. Definition, object, shape and duration / 2. Freedom to join an organization and profession 2. Freedom to join an organization and practise the provisions of the convention and the agreements between the parties which tend to compel employers or workers to join a Contracting association are void.
The provisions of the convention and the agreements between the parties that tend to prevent or to limit the exercise of a profession or activity determined by the worker, or the acquisition of the training necessary for this purpose are void.

The terms and the agreements referred to in the preceding paragraph are exceptionally valid if they are warranted by overriding interests worthy of protection, such as security and people's health or the quality of the work; However, the interest to turn away new people of the profession is not worthy of protection.

S. 356b I. Definition, object, form and length / 3. Submission to the convention 3. Submission to the convention employers as well as workers in the service of an employer bound by the agreement, can comply individually with the consent of the parties; they are therefore regarded as bound by the convention.
The agreement may regulate the procedures for application. If it provides unfair conditions, in particular the excessive contributions, the judge may cancel them or bring them to just limits; However, clauses and agreements to secure contributions to the benefit of only one party are void.
The provisions of the convention and the agreements between the parties that tend to compel members of associations of employers or workers to submit to the convention are void when these associations can become parties to the convention or a similar agreement.

S. 356 c I. Definition, object, shape and duration / 4. Form and duration 4. Form and the conclusion of the convention, its amendments and its termination by agreement of the parties, the accession of a new part and denunciation are valid only in the written form. the declaration of individual submission of the employer or worker, the consent of the parties according to the art. 356b, para. 1, as well as denunciation of the submission are also subject to the observation of the written form.
When the convention has not been concluded for a definite period, each party may, unless otherwise agreed, denounce after one year and subject to a notice of six months, with effect for all other parties; This provision applies by analogy to the individual bid.

S. 357 II. Effects / 1. With respect to employers and workers bound by the II convention. Effects 1. Against employers and workers bound by the convention except as otherwise provided by the convention, the clauses relating to the conclusion, content and the extinction of individual work contracts affect, for the duration of the convention, direct and imperative towards employers and workers that they bind.
As that they derogate from mandatory provisions, agreements between employers and workers bound by the convention are void and replaced by these clauses; However, the derogations set out in favour of workers are valid.

S. 357a II. Effects / 2. For the 2 parties. Respect of the parties the parties shall ensure compliance with the convention; to this end, associations working with their members by using, if necessary, the means conferred by statutes and the law.
Each party maintains labor peace and, in particular, refrains from any means of combat as for the materials dealt with in the convention; the obligation to maintain peace is unlimited unless the parties have agreed upon expressly.

S. 357b II. Effects / 3. Common performance 3. Common when the agreement is executed by associations, they can stipulate that they will have the right, in common, to require compliance on the part of employers and workers bound by it, as it comes to the following objects: a. conclusion, subject and end the individual contracts of employment, only action in finding eligible; b. payment of contributions to compensation funds or other institutions concerning the reports of work representation of workers in the enterprise and peacekeeping work; c. checks, bonds and conventional sentences in relation to the provisions referred to the let. a and b.

The parties cannot insert in the convention the provisions laid down in the preceding paragraph without there be authorized specifically by their statutes or their supreme body.
Unless otherwise provided by the convention, the provisions on simple society apply by analogy to the internal reports of the parties.

S. 358 III. Report with imperative law III. Report with imperative law imperative law of the Confederation and the cantons prevails over the convention; However, the derogations set out in favour of workers are valid, unless the imperative right there is express objection.

B. the contract type of work article 359 I. Definition and purpose I. Definition and object by the contract-type of work are established clauses on the conclusion, the object and the end of various species of employment contracts.
The cantons are required to enact standard contracts for agricultural workers and the service of House; in particular, these standard contracts regulate the hours of work and rest, and the conditions of work of women workers and young workers.
Art. 358 is applicable by analogy to the contract-type of work.

S. 359a II. Competent authorities and procedure II. Competent authorities and procedure the federal Council enacts valid standard contracts for several cantons; the cantons are competent in other cases.
Prior to be enacted, the contract type of work is published in a sufficient manner, with indication of a period during which anyone who justifies an interest may submit comments in writing; In addition, the authority takes the opinion of professional associations and the public utility companies interested.
The standard contract comes into force after have been published in accordance with the requirements for official publications.
The same procedure is applicable to the repeal and amendment of a contract-type of work.

S. 360 III. Effects III. Effects unless otherwise agreed, the contract type of work is directly applicable to labour relations that it governs.
The standard contract may provide that agreements derogating from certain of its provisions should be passed in writing.

S. 360aIV. minimum wages / 1. Terms and conditions IV. Minimum wages 1. Conditions if, within an economic sector or a profession, usual wage in the locality, the branch or the profession subject to a repeated and abusive underbidding and there is no collective labour agreement containing provisions relating to minimum wages that can be extended, the competent authority may lay down, on a proposal from the tripartite commission referred to in art. 360b, a work of limited duration contract-type providing for minimum wages differentiated according to regions and, where appropriate, according to the localities, to fight or to prevent abuses.
Minimum wages must not be contrary to the public interest and should not prejudice the legitimate interests of other economic branches or other environments of the population. They reflect fairly the interests of minorities in the economic branches or professions, when these interests are the result of the diversity of regional conditions and companies.

Introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2004 (RO 2003 1370; FF 1999 5440).

S. 360bIV. minimum wages / 2. Tripartite committees 2. Tripartite committees the Confederation and each canton shall set up a tripartite Committee comprising equal numbers of representatives of employers and workers as well as representatives of the State.
Associations of employers and workers can offer representatives in the committees provided for in para. 1. the committees observe the labour market. If they find abuses within the meaning of art. 360a, al. 1, they generally try to find an agreement with the employers concerned. If they are not within a period of two months, they propose to the competent authority to enact a contract type of work fixing minimum wages for branches or professions.
If justified by the evolution of the situation in the concerned branches, the tripartite commission proposes to the competent authority the amendment or repeal of the contract type of work.
So that they are able to fulfil their tasks, the tripartite committees have in companies, the right to information and to consult all documents necessary for the execution of the survey. In case of dispute, an authority designated to that effect by Confederation or canton slice.
When necessary for the performance of their investigations, the tripartite committees that make the application can get individual data contained in collective agreements of work of enterprises of the federal Office of statistics.

Introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2003 (RO 2003 1370; FF 1999 5440).
Introduced by art. 2 c. 2 FY from 17 Dec. 2004 on the approval and implementation of the prot. in the matter of the extension of the CA. between the Swiss Confederation, on the one hand and the EC and its Member States, other, on the free movement of persons to the new Member States of the EC and approving the revision of the accompanying measures concerning the free movement of persons, in force since April 1, 2006 (RO 2006 979; FF 2004 5523 6187).

S. 360cIV. minimum wages / 3. Secret of function 3. Secret of function

The members of the tripartite committees are subject to the secrecy of function; in particular, they have the obligation of confidentiality towards third parties on all the indications of commercial or private nature which they have become aware in their capacity as member.
This requirement is in effect after the end of their activity within the tripartite commission.

Introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2003 (RO 2003 1370; FF 1999 5440).

S. 360dIV. minimum wages / 4. Effects 4. Effects contract-type of work within the meaning of art. 360 has also applies to workers who are active only for a limited period within its territorial scope, as well as for workers whose services were leased.
It cannot be waived in a contract-type of work within the meaning of art. 360a detriment of the worker.

Introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2004 (RO 2003 1370; FF 1999 5440).

S. 360eIV. minimum wages / 5. Standi of associations 5. Standing associations associations representing employers or workers can open an action tending to establish the compliance or non-compliance with the contract-type of work within the meaning of art. 360. introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2004 (RO 2003 1370; FF 1999 5440).

S. 360fIV. minimum wages / 6. Communication 6. Communication the cantons which enact a contract type of work pursuant to art. 360a make take a copy to the competent federal office.

Introduced by Chapter 2 of the annex to the Federal law of 8 oct. 1999 on posted workers, in force since June 1, 2004 (RO 2003 1370; FF 1999 5440).
Currently State Secretariat for Economic (Affairs SECO).

Chapter IV: Provisions mandatory s. 361 a. Dispositions which may be waived either at the expense of the employer or worker A. provisions which may not be derogated from or at the expense of the employer or the worker may not be derogated from the provisions hereinafter by agreement, contract-type of work or collective agreement, at the expense of the employer, or at the expense of the worker : art. 321 c, para. 1 (overtime hours); art. 323, al. 4 (advances); art. 323b, para. 2 (compensation with claims against the other party); art. 325, al. 2 (assignment and pledging of claims of wage); art. 326, al. 2 (provision of work); art. 329 d, al. 2 and 3 (holiday-related wage); art. 331, al. 1 and 2 (benefits for the employee benefits for staff); art. 331b, (assignment and pledging of receivables in welfare benefits);... art. 334, al. 3 (termination in the event of long term contract); art. 335, (termination); art. 335 k, (social, collective dismissal during a bankruptcy or composition proceedings); art. 336, al. 1 (wrongful termination); art. 336a, (compensation for wrongful termination); art. 336b, (compensation, procedure) art. 336d, (termination untimely by the worker); art. 337, al. 1 and 2 (immediate termination for good reason); art. 337b, para. 1 (consequences of the justified termination); art. 337, (the non-service or the unjustified abandonment of employment consequences); art. 339, al. 1 (indebtedness); art. 339a, (restitution); art. 340b, para. 1 and 2 (consequences of breaches of the prohibition to compete); art. 342, al. 2 (effects of civil law of public law);... art. 346, (early termination of the contract of apprenticeship wise); art. 349c, al. 3 (prevention of travel); art. 350, (special case of termination); art. 350a, al. 2 (restitution).

Agreements and the provisions of contracts-types of work and collective agreements which derogate from the above-mentioned provisions at the expense of the employer or the worker, are void.

Introduced by Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).
Repealed by Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, with effect from 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).
Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).
Repealed by Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, with effect from 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).
New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

S. 362 B provisions which may not be waived at the expense of the worker B. provisions which may not be waived at the expense of the worker it can not be waived the following provisions by agreement, contract-type of work or collective, at the expense of the worker or the worker: art. 321st, (responsibility of the worker); art. 322a, al. 2 and 3 (participation in the result of the operation); art. 322b, para. 1 and 2 (birth of the right to the allowance); art. 322c, (the provision count); art. 323b, para. 1, 2 sentence (salary count); art. 324, (salary in the event of the employer remains); art. 324a, para. 1 and 3 (salary in the event of impediment of the worker), art. 324b, (salary in the event of compulsory insurance); art. 326, al. 1, 3 and 4 (working parts or task); art. 326A, (salary for working parts or task); art. 327, al. 1 (reimbursement of fees in general); art. 327b, para. 1 (reimbursement of costs in the event of use of a motor vehicle); art. 327, para. 2 (advances for expenses); art. 328, (protection of the person of the worker in general); art. 328a, (protection of the person of the worker in the event of domestic community); art. 328b, (Protection of the personality in the processing of personal data); art. 329, al. 1, 2 and 3 (leave); art. 329, al. 1 and 3 (vacation time); art. 329b, para. 2 and 3 (reduction of the duration of the holiday); art. 329c, (continuity and dates of the holidays); art. 329 d, al. 1 (relating to vacation pay); art. 329th, al. 1 and 3 (leave-jeunesse); art. 329f, (maternity leave); art. 330, al. 1, 3 and 4 (security); art. 330, (certificate); art. 331, al. 3 and 4 (contributions and welfare for staff information); art. 331a, (beginning and end of the foresight);... art. 332, al. 4 (retribution in case of invention); art. 333, al. 3 (liability in the event of transfer of labour relations); art. 335i, (obligation to negotiate); art. 335j, (socially established by arbitration); art. 336, al. 2 (unfair termination on the part of the employer); art. 336 c, (termination untimely by the employer); art. 337, (immediate termination for cause of insolvency of their employer); art. 337 c, para. 1 (consequences of wrongful termination); art. 338, (death of the worker); art. 338, (death of the employer); art. 339b, (conditions for severance pay); art. 339d, (replacement benefit); art. 340, al. 1 (conditions of the prohibition to compete); art. 340, al. 1 (limitations of the prohibition to compete); art. 340c, (end of prohibition to compete); art. 341, al. 1 (failure to give up); art. 345a, (the master of learning bonds); art. 346, (certificate of apprenticeship); art. 349a, al. 1 (salesman salary); art. 349b, para. 3 (payment of the allowance); art. 349c, al. 1 (salary in the event of impediment to travel); art. 349th, al. 1 (right of retention of salesman); art. 350a, al. 1 (provision at the end of the employment relationship); art. 352a, al. 3 (responsibility of the homeworker); art. 353, (acceptance of the work product); art. 353a, (payment of wages); art. 353b, para. 1 (payment of wages in the event of inability to work).

Agreements and the provisions of contracts-types of work and collective agreements which derogate from the above-mentioned provisions at the expense of the worker, are void.

New content according to Chapter 1 of the annex to the LF of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).
Introduced by Chapter 2 of the annex to the Federal law of June 19, 1992, on the protection of data, in force since 1 Jul. 1993 (1993 1945 RO; FF 1988 II 421).
Introduced by art. 13 of oct 6 BA. 1989 on youth activities, in force since 1 Jan. 1991 (1990 2007 RO; FF 1988 I 777).
Introduced by c. 1 of the annex to the Federal law of 3 oct. 2003, in force since 1 Jul. 2005 (RO 2005 1429; FF 2002 6998, 2003 1032 2595).
New content according to Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, in force since 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).
Repealed by Chapter 2 of the annex to the Federal law of 17 Dec. 1993 on the free passage, with effect from 1 Jan. 1995 (1994 2386 RO; FF 1992 III 529).
Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).
Introduced by the annex to the Federal law of June 21, 2013, in force since 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).
Currently: employer.
New content according to chapter I of the Federal law of March 18, 1988, in force since 1 Jan. 1989 (1988 1472 RO; FF 1984 II 574).

Eleventh title: contract of business art. 363 A definition A. defining the contract is a contract by which one party (the contractor) undertakes to carry out a book, for a price that the other party (the employer) undertakes to pay him.

S. 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. Typically the responsibility of the contractor is subject, in a general way, to the same rules as that of the worker in labour relations.

The contractor is required to perform the work in person or have it run under his personal direction, unless from the nature of the work, his skills are unimportant.
Use or otherwise, the contractor is obliged to obtain at his expense means, machinery and tools that requires the execution of a project.

New content according to chapter II art. 1 ch. 6 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 365 B effects of the contract / I. Obligations of the contractor / 2. Relatively to the supplied material 2. Relatively to the supplied material the contractor is responsible to the master of the good quality of the material that it provides, and it owes this head the same warranty as the seller.
If the material is supplied by the master, the contractor is required to use it with care wanted to account for the job he has done and to restore what remains.
If, in the course of the work, the material provided by the master or the field designated by him is found defective, or if there is such other circumstances which compromise running regular or one-off of the work, the contractor is required to immediately inform the master, under penalty of bear the consequences of these facts.

S. 366 B effects of the contract / I. Obligations of the contractor / 3. Commencement and performance of the work in accordance with the 3 contract. Commencement and execution of the work in accordance with the contract if the contractor does not begin the work in time, if it differs in execution contrary to the terms of the agreement, or if, without the fault of the master, the delay is such that, according to all expectations, the contractor cannot complete it for the fixed time, the master has the right to dispose of the contract without waiting for the term provided for delivery.
When it is possible to predict with certainty, during the course of the work, that, by the fault of the contractor, the work will be executed somehow faulty or contrary to the convention, the master can attach or attach to the contractor a reasonable period of time to prepare for these contingencies, advising him that, if he does not run within the fixed period, repairs or the continuation of the work will be entrusted to a third party at the cost and risk of the contractor.

S. 367 B effects of the contract / I. Obligations of the contractor / 4. Warranty for defects of the work / a. audit 4. Warranty of defects of the work a. audit after the delivery of the work, the master must verify their status as soon as he can after the usual business market, and to report any defects to the contractor, is there place.
Each party has the right to request, at its expense, that the work be examined by experts and that it be drawn up deed of their findings.

S. 368 B effects of the contract / I. Obligations of the contractor / 4. Warranty for defects of 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 book when the book is if defective or if little complies with the convention that the master may make use or be equally compelled to accept it, the master has the right to refuse and, if the contractor is at fault to ask for damages.
When the defects of the work or the contract breaches are of lesser importance, the master may reduce the price in proportion to the depreciation, or require the contractor to repair the work at his own expense if the rehabilitation is possible without overspending; the master has, moreover, the right to seek damages when the contractor is at fault.
If it is works made on the master Fund and which, at the rate of their nature, removal would be excessive annoyances, the master can only take the measures specified in the preceding paragraph.

S. 369 B effects of the contract / I. Obligations of the contractor / 4. Warranty for defects of the book / c. fact master v. master the master cannot invoke the rights accruing to it of defects in the work, when the defective performance is personally attributable, either at the rate of orders given unlike the formal contractor, or for any other reason opinions.

S. 370 B effects of the contract / I. Obligations of the contractor / 4. Warranty for defects of the work / d. acceptance of the work d. acceptance of the work upon acceptance express or implied of the book by the master, the contractor is discharged from any responsibility, whether defects that could not be found during regular checks to the reception of the work or that the contractor has intentionally hidden.
The work is tacitly accepted when the master fails verification and notice provided for by law.
If defects occur later, the master shall inform the contractor as soon as it is aware; otherwise, the book is considered accepted with these defects.

S. 371 B effects of the contract / I. Obligations of the contractor / 4. Warranty for defects of the work / e. Prescription e. Prescription rights master due to the defects of the work are prescribed by two years from the receipt of the work. The time limit is however five years the defects of a furniture work integrated into a real estate developer in accordance with the normal intended use are at the origin of the defects of the work.
The rights of the master due to the defects of a real estate book towards the contractor and the architect or the engineer who collaborated in the execution of a project are prescribed by five years from the receipt of the work.
For the rest, the rules relating to the prescription of the rights of the purchaser shall apply by analogy.

New content according to chapter I of the Federal law of March 16, 2012 (limitation of the warranty for defects. Extension and coordination), in force since 1 Jan. 2013 (2012 5415 RO; FF 2011 2699 3655).

S. 372 B effects of the contract / II. Obligations of the master / 1. Liability for the Prize II. Obligations of the master 1. The price the price of the work due is payable at the time of delivery.
If deliveries and partial payments have been agreed, the each part of the work-related price is payable upon delivery of this part.

S. 373 B effects of the contract / II. Obligations of the master / 2. Price / a. package 2. Price a. package when the price was set at package, the contractor is required to perform the work for the fixed sum, and it cannot claim any increase, even if the work demanded more work or spending than had been expected.
However, if the execution of the work is prevented or made difficult by the excess by extraordinary circumstances, impossible to predict, or excluded by the forecasts that listed parties, the judge may, under its power of appreciation, give either an increase of the stipulated price or termination of the contract.
The master is required to pay the full price, even though the work has required less work than had been expected.

S. 374 B effects of the contract / II. Obligations of the master / 2. Price / b. And after the value of the work b. According the value of the work if the price has not been fixed in advance, or if it was it approximately, it must be determined based on the value the work and the contractor's expenses.

S. 375 C end of contract / I. overflow quote C. end of contract I. quote overflow when the approximate quote arrested with the contractor is without the master exceeded to an excessive extent the master has the right, either, either after running, to divest itself of the contract.
If it construction high on its Fund, the master can request a suitable work price reduction or, if the construction is not completed, prohibit the continuation to the contractor and to dispose of the contract by paying fair compensation for work performed.

S. 376 C end of contract / II. Loss of book II. Loss of the work if, before delivery, the work perishes by unforeseeable circumstances, the contractor cannot claim or the price of his work, or the reimbursement of expenses, unless the master is still to take delivery.
The loss of material is, in this case, borne by the party that has provided it.
When the work has perished as a result of a defect of the supplied material or field designated by the master, or the effect of the mode of execution prescribed by him, the contractor may, has reported timely these risks to the master, claim the price of work done and the reimbursement of expenses not included in this price. He is entitled in addition to damages, if there is lack of the master.

S. 377 C end of contract / III. Termination by the contracting subject to compensation III. Termination by the contracting for compensation as long as the work is not completed, the master can always dispose of the contract, paying work done and by fully compensating the contractor.

S. 378 C. end of contract / IV. Unable to executerimputable to master IV. Unable to executerimputable to master if the performance of the work becomes impossible as a result of a fortuitous event occurring in the master, the contractor shall be entitled to the price of work done and the reimbursement of expenses not included in this price.
If by the fault of the master that the work could be executed, the contractor is entitled to damages.

S. 379 C. end of contract / V. death or inability of the contractor V. death or inability of the contractor

When the contractor dies or becomes without his fault, unable to finish the work, the contract ends if it had concluded consideration of the personal skills of the contractor.
The master is required to accept the parts already carried out work, if it can use them, and pay the price.

Twelfth title: contract of edition art. 380 A definition A. Definition the publishing contract is a contract by which the author of a literary or artistic work or his successors undertake to assign it to a Publisher, who undertakes to reproduce it in a more or less considerable number of copies and the spread in public.

S. 381 B effects of the contract / I. transfer and warranty B. effects of the contract I. transfer and warranty contract transfers to the Publisher the rights of the author, as and as long as the implementation of the convention so requires.
One who assigns the work to be published shall have the right to dispose of it for this purpose at the time of the contract; It is required to ensure this head, and if the work is protected, the warranty extends to the existence of copyright.
If all or part of the work has already been assigned to another editor, or if it has been published with the knowledge of the transferor, it must inform the other party before the contract.

S. 382 B effects of the contract / II. Right of disposition of the author II. Right of disposition of the author as long as the editions that the Publisher has the right to make are not exhausted, the author or his successors cannot have his injury the entire work, or any of its parts.
Newspaper articles and the isolated articles of little scope inserted in a magazine can still be reproduced elsewhere by the author or his successors.
Work as part of a collective work or journal articles that have a certain range can be reproduced by the author or his successors before the expiry of a period of three months from the moment when the publication has been completed.

S. 383 B effects of the contract / III. Number of rounds III. Number of editions if the contract does not specify the number of rounds to make, the editor has the right to publish that one.
Unless otherwise agreed, the editor is free for each edition, set the number of copies, but is required if the other party so requires, to print at least a sufficient number to give the book a suitable advertising; Once the first draw is completed, the Publisher may not make new ones.
If the convention allows the editor to publish several editions or all editions of a book, and it fails to prepare a new edition after the last one is exhausted, the author or his successors may make him set by judge a deadline for the publication of a new edition; absence by the Publisher to run within this period, it is deprived of its right.

S. 384 B effects of the contract / IV. Reproduction and sales IV. Reproduction and sales 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 the usual measures for the success of the sale.
It sets the selling price, without however being able to raise it to hinder the flow of the book.

S. 385 B effects of the contract / V. improvements and corrections V. improvements and corrections to the author shall retain the right to make corrections and improvements work provided that they are not prejudicial to the interests or do not increase the responsibility of the Publisher. required by unforeseen costs for the latter, it rewards him must.
The Publisher may not make a new edition or reissued without having put in advance, the author able to improve his work.

S. 386 B effects of the contract / VI. Editions of set and separate publications VI. Editions of set and separate publications the right to publish separately different works by the same author does not mean that to an entire publication.
Similarly, the right to publish the complete works of an author, or a category of works, does not imply for the editor to publish separately the various works that comprise them.

S. 387 B effects of the contract / VII. Right of translation VII. Right of translation unless otherwise agreed, the right of translation remains exclusively reserved to the author or his successors.

S. 388 B effects of the contract / VIII. The author fee / 1. Their amount VIII. 1 author fees. Their amount which gives a work to edit is deemed to be entitled to a fee, when the circumstances do not allow to suppose that he intended to waive any remuneration.
The figure of the fees is set by the judge, i.e. expert.
If the Publisher has the right to make multiple editions, the provisions relating to fees and, in general, the various conditions laid down for the first edition are presumed to be applicable to each of the following.

S. 389 (b) effects of the contract / VIII. The author fees / 2. Chargeability, count and 2 free copies. Chargeability, count and free copies fees are payable as soon as the whole work or, if it appears by parts (volumes, fascicles, leaves), as soon as each part is printed and ready for sale.
Where the Contracting Parties agree to basing fees in whole or in part the result of the sale, the Publisher is required to establish its sales account and to provide the justification in accordance with the use.
Unless otherwise agreed, the author or his successors have right number of free copies set by the use.

S. 390 C end of contract / I. loss of work C. termination of the contract I. loss of the work when the work, after having delivered to the Publisher, perished by unforeseeable circumstances, the editor is not responsible for the payment of fees.
If the author has a second copy of the work that was lost, he should put it at the disposal of the editor; otherwise, it is required to do it again, when this work is relatively easy.
He is entitled to fair compensation in both cases.

S. 391 C. end of contract / II. Loss of the II edition. Loss of the edition if previously for the sale, already prepared by the Publisher edition perished in whole or in part by unforeseeable circumstances, the editor has the right to restore at its own expense copies destroyed, although the author or his successors cannot claim of new fees.
The Publisher is required to replace the copies destroyed, if it can do so without excessive costs.

S. 392 C. end of contract / III. Facts concerning the person of the Publisher or the author III. Facts about the person of the Publisher or the author contract goes out if, before the completion of the work, the author dies, becomes incapacitated or is without his fault unable to finish it.
Exceptionally, if maintaining all or part of the contract is possible and fair, the judge may authorize and prescribe any necessary measures.
In the event of bankruptcy of the Publisher, the author or his successors may submit the work to another editor, unless they receive guarantees for the fulfillment of obligations not yet due when the declaration of bankruptcy.

S. 393 D. work composed according to the plan of the editor D. work composed according to the plan of the Publisher when one or more authors undertake to compose a work according to a plan that provides the Publisher, they can claim only to agreed fees.
Copyright law is up to the editor.

Thirteenth title: mandate chapter I: of the mandate itself art. 394 A definition A. defining the mandate is a contract by which the agent undertakes, in the terms of the convention, to handle the case which it is loaded or the services which he has promised.
The mandate applies to jobs that are not subject to the legal provisions governing other contracts.
Compensation is due to the agent if the convention or use ensures it a.

S. 395 B formation of contract B. Formation of the contract unless an immediate refusal, the mandate shall be deemed accepted when it relates to business for the management of which the agent has an official capacity, or which fall within the exercise of his profession, or for which he publicly offered its services.

S. 396 C effects / I. scope of the mandate C. effects I. scope of the mandate the scope of the mandate is determined, if the convention does not explicitly set it, by the nature of the matter to which it relates.
In particular, the mandate includes the power to make legal acts necessitated by its implementation.
Agent cannot, without a special power, compromising, compromising, commitments of Exchange, alienate encumber real property or make donations.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 397 C effects / II. Obligations of the agent / 1. Implementation complies with the contract II. Obligations of the agent 1. The contract execution agent who has received specific instructions may not deviate as much as the circumstances do not allow him to seek the permission of the principal and it is necessary to admit that it would have allowed it if he had been aware of the situation.
When, apart from these cases, the agent violates at the expense of the principal the instructions he had received, the mandate is deemed to accomplished only if the agent is responsible for the injury.

S. 397aC. effects / II. Obligations of the agent / 1. Duty to provide information 1. Duty to provide information

When the principal becomes incapable of discernment probably sustainable, the agent must inform the authority for the protection of the adult of the domicile of the mandator as far as the approach appears appropriate to safeguard its interests.

Introduced by Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 398 C effects / II. Obligations of the Agent / 2. Responsibility for proper and faithful execution / has. In general 2. Responsibility for a good and faithful execution is. In general the representative's responsibility is subject, in a general way, to the same rules as that of the worker in the working relationship.
The agent is liable to the principal of the good and faithful execution of the warrant.
It is required to run it personally, unless it is allowed to transfer it to a third party, that he not there is constrained by circumstances or use allows a substitution of powers.

New content according to chapter II art. 1 ch. 7 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 399 C effects / II. Obligations of the Agent / 2. Responsibility for proper and faithful execution / b. When overridden b. When overridden the agent responds, as if they were hers, the acts of a person that it is unduly substituted.
If he had received the power to replace someone, he responds that the care with which he chose the sub-agent and gave his instructions.
In both cases, the principal can enforce directly against the person that the agent is substituted rights that it has against it.

S. 400 C effects / II. Obligations of the Agent / 3. Accountability 3. Accountability the mandatary is bound, at the request of the grantor, to report at any time its management and to return all that he has received from this masterpiece, in any capacity whatsoever.
It must interest amounts for the payment of which he is late.

S. 401 C effects / II. Obligations of the agent / 4. Transfer of the rights acquired by the agent 4. Transfer of rights acquired by the agent when the agent acquires in his own name, on behalf of the principal, claims against third parties, these claims become the property of the principal as soon as it met, meanwhile, with its various obligations to the agent.
The donor may enforce the same right against the mass of the agent, if it fell into bankruptcy.
Similarly, the donor may claim in the bankruptcy of the agent the goods acquired by the latter in his own name but on behalf of the principal; except to the ground to exercise the right of retention that would be up to the agent.

S. 402 C effects / III. Obligations of the mandator III. Obligations of the principal the principal must reimburse agent, principal and interest advances and charges that it has made for the regular performance of the mandate, and free of obligations by him.
It must also compensate the damage caused by the implementation of the mandate, if he proves that the damage occurred without his fault.

S. 403 C effects / IV. Liability for mandate constituted or accepted jointly IV. Responsibility in the case of mandate established or agreed when the representative been appointed by several persons jointly, they are held jointly and severally liable towards him.
When several persons jointly accepted a mandate, they are held jointly and severally liable to execute it, and acts done by them jointly can only require the principal, unless they are allowed to transfer their powers to a third party.

S. 404 D. end of contract / I. Causes / 1. Revocation and renunciation D. end of contract I. Causes 1. Revocation and renunciation may be revoked or repudiated at any time.
The party who revokes or repudiate the contract untimely must, however, compensation of the damage it causes him.

S. 405 D. end of contract / I. Causes / 2. Death, incapacity, bankruptcy 2. Death, incapacity, bankruptcy the mandate ends by the loss of the exercise of civil rights, by bankruptcy, death or the declaration of absence either of the principal, or agent, unless the contrary has been agreed or arises out of the nature of the case.
However, if the termination of the mandate endangers the interests of the mandator, the mandatary, his heirs or his representative are required to continue the management until the principal, his heirs or his representative to be able to provide themselves.

New content according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 406 D. end of contract / II. Effects of the extinction of the II mandate. Effects of the extinction of the mandate the principal or his heirs are required, as if the mandate still existed, operations made by the agent before having knowledge of the termination of the mandate.

Chapter I: the mandate aimed at the conclusion of a marriage or a partnership art. 406a A. Definition and right applicable A. Definition and right applicable mandate aimed at the conclusion of a marriage or a partnership is a contract by which the agent undertakes towards the principal, for remuneration, to present people with a view to the conclusion of a marriage or the establishment of a stable partnership.
The rules of proper mandate shall apply supplementarily to that mandate.

S. 406b B. Presentation of persons coming from abroad or to making / I. repatriation travel costs B. Presentation of persons coming from abroad or is making I. for the travel expenses of repatriation in the event of presentation of persons coming from abroad or is making, agent shall reimburse the costs of repatriation if the return journey is undertaken within six months following the arrival.
If the public has borne the costs of repatriation, it is subrogated to the claims of individuals against the agent.
The principal is bound to repay to the mandatory repatriation costs only up to the maximum amount provided for in the contract.

S. 406 c B. Presentation of persons coming from abroad or to making / II. Authorization II. Authorisation the professional title of agent activity is subject to the authorization and supervision of the authority designated by the cantonal law when it concerns persons from abroad.
The federal Council enacts implementing provisions and rule including: a. conditions and duration of the authorization; b. the sanctions taken against the agent for breach; c. the obligation of a representative to ensure the cost of the return journey of the persons concerned by the mandate.

S. 406d v. form and content of the contract C. form and content of the contract the contract is valid only if it is established in written form and shall contain the following particulars: 1. the name and domicile of the parties; 2. the number and nature of benefits that the agent undertakes to provide, as well as the amount of the remuneration and fees corresponding to each service, including registration fees; 3. in case of presentation of persons coming from abroad or is making (art. 406 b), the amount maximum of the allowance payable by the principal to the agent if it has borne the costs of repatriation; 4. the terms of payment; 5. the right of the principal to revoke its offer or acceptance, in writing and without penalty within 14 days; 6. ban for the agent to accept a payment before the expiry of the period of 14 days; 7. the right of the donor to revoke in writing the contract anytime, but support for him, if it untimely to compensate the agent for the damage that it causes her, excluding any other allowance.

New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).
New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 406eD. entry into force, revocation, denunciation D. effective date, revocation, denunciation the contract enters into force for the principal that 14 days after a copy signed by the parties has been submitted. The agent must accept any payment from the principal before the expiry of this period.
The principal may revoke its offer or acceptance in writing within the deadline set in the al. 1. the waiver early this right is void. Moreover, the provisions relating to the consequences of revocation (art. 40) shall apply by analogy.
Denunciation shall be in the written form.

New content according to chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), in force since 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 406fE....

E....

Repealed by chapter I of the Federal law of June 19, 2015 (Revision of the right of cancellation), with effect from 1 Jan. 2016 (2015 4107 RO; FF 2014 893 2883).

S. 406g F. Information and F. Information Privacy and data protection before signing the contract and during its execution, the agent informed the principal difficulties that may arise in the performance of the mandate with regard to his person.

During the processing of personal data relating to the principal, the agent is required a duty of discretion; the provisions of the Federal law of June 19, 1992, on the protection of data are reserved.

SR 235.1 s. 406 h G. Remuneration and G. pay excessive fees and charges excessive when compensation or excessive charges have been stipulated, the donor may ask the judge to reduce them fairly.

Chapter II: Of the letter and the order of credit art. 407 a. Lettre credit A. letter of credit is subject to the rules of the mandate and the assignment, the letter of credit by which the recipient is responsible for return, with or without fixing a minimum, to a specific person values which it will demand.
If no maximum is fixed and only credited make demands in disproportion obvious with the position of the parties concerned, the recipient must prevent his correspondent and, until he has received instructions, postpone the payment.
The mandate conferred by a letter of credit is deemed accepted that if the acceptance was made for a specified amount.

S. 408 B order of credit / I. Definition and form B credit agenda I. Definition and form when a person has received and accepted the order open or renew, in his own name and for its own account, a credit to a third party under the responsibility of the principal, it responds, as a guarantor of the debt of the credit as the creditor has not exceeded its mandate.
However, the principal is liable this if the order has been given in writing.

S. 409 B order of credit / II. Inability to credit II. Inability of the credited the donor may plead against the creditor that the credited is personally unable to bind himself.

S. 410 B order of credit / III. Granted arbitrarily time III. Granted arbitrarily delays the principal ceases to be liable for the debt, when the creditor has granted its leader of the periods credited or neglected to proceed against him pursuant to his instructions.

S. 411 B order of credit / IV. Rights and obligations of part IV. Rights and obligations of the parties rights and obligations of the principal and the credited are governed by the provisions applicable to the guarantor and the principal debtor.

Chapter III: the brokerage s. 412 a. Définition and A. Definition and form brokerage is a contract by which the broker is responsible, with a salary, either to indicate to the other party the opportunity to conclude a convention or him acting as an intermediary for the negotiation of a contract.
The rules of the mandate are, generally, applicable to the brokerage.

S. 413 B salary of the broker / I. When B. pay the broker I was due. When it is due the broker is entitled to his salary as soon as the indication he gave or the negotiation that it led leads to the conclusion of the contract.
When the contract was concluded under a suspensive condition, the salary is due only after the fulfilment of the condition.
If it has been agreed that the broker expenses would be reimbursed, they due even when the case has failed.

S. 414 B salary of the broker / II. How it is set II. How it is fixed remuneration which is determined not fulfilling, if there is a rate, by the payment of wages is provided; absence rate, the usual salary is deemed agreed.

S. 415 B salary of the broker / III. Forfeiture III. Forfeiture broker loses his right to salary and reimbursement of its expenses, if it is in the interest of the third contracting party contrary to its obligations, or if he promise by him compensation in circumstances where the rules of good faith opposed.

S. 416 B salary of the broker / IV. …

IV....

Repealed by Chapter 2 of the annex to the Federal law of June 26, 1998, with effect from 1 Jan. 2000 (RO 1999 1118; FF 1996 I 1).

S. 417 B salary of the broker / V. excessive V. excessive wages when an excessive salary stated either for an opportunity to enter into an individual work contract or a sale of real property, or for negotiating one of these contracts, it may be at the request of the debtor, fairly reduced salary by the judge.

New content according to chapter II art. 1 ch. 8 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See the disp. fin. and trans. tit. X at the end of the text.

S. 418 C cantonal law reserved C. cantonal law reserved the cantons may submit to special requirements change agents, brokers and placement offices.

Chapter IV: the contract of Agency s. 418a A. General rules / I. Definition A. General rules I. Definition the agent is one who takes permanent commitment to negotiate the conclusion of business for one or more constituents or to conclude in their name and on their behalf, without being bound to them by a contract of employment.
Unless written the contrary, the provisions of this chapter apply also to persons incidentally exercising the profession of agent. The provisions relating to the export credit, the prohibition to competition and upon termination of the contract for proper reasons cannot be rendered inoperative by convention at the expense of the agent.

S. 418b A. General rules / II. Law II. Right applicable to brokerage chapter shall apply supplementarily to the bargaining agents, the title concerning the commission is stipulateurs agents.


Repealed by the let c.. (c) of the annex to the Federal law of 18 Dec. 1987 international private law, with effect from 1 Jan. 1989 (1988 1776 RO; 1983 I 255 FF).

S. B. Obligations of the agent 418c / I. General rules and ducroire B. duties officer I. General rules and del credere agent is responsible for the interests of the principal with the diligence of a good trader.
Unless written contrary, it can also work for other constituents.
It may assume by convention written commitment to meet payment or execution of other obligations to its customers or to bear all or part of the costs of recovery of claims. The agent thus acquires a right to special equitable remuneration which cannot it be deleted by convention.

S. B. Obligations of the agent 418d / II. Obligation to keep the secret and prohibition to compete II. Obligation to keep the secret and prohibition to make competition the agent cannot even after the end of the contract, use or reveal the business secrets of the principal which have been entrusted to him or which he had knowledge because of the contract.
The provisions on the contract of employment are applicable by analogy to the contractual obligation not to compete. When a prohibition to compete has been agreed upon, Constable is right, at the end of the contract, to fair special compensation which cannot it be deleted by convention.

S. 418th C. power of representation C. power of representation the agent is presumed to have the right to negotiate business, receive notices of defects in the thing and other statements by which customers exercise or reserve their rights due to the defective delivery of the principal and to exercise the rights of the latter to ensure its means of evidence.
On the other hand, the agent is not presumed to have the right to accept, to grant delays in payment or payments to agree with customers of other amendments to the contract.
The art. 34 and 44, al. 3, of the Federal Act of 2 April 1908 on insurance contract are reserved.

RS 221.229.1 s. 418f D. Obligations of the principal / I. In general d. Obligations of the mandator I. In general the principal must do what it can to enable the agent to carry on business with success. In particular, it must make available the necessary documents.
It is required to inform without delay to the officer if it provides that business cannot or should not be concluded that a significantly lower than that which had been agreed extent or that the circumstances allowed to wait.
Unless written contrary, the agent who is assigned a customer or a determined RADIUS has exclusivity.

S. 418g D. Obligations of the principal / II. Provision / 1. For business negotiated and concluded / a. right to the provision and scope II. Provision 1. For business negotiated and entered into a. right to the provision and scope the agent is entitled to the agreed or usual provision for all the cases it has negotiated or concluded for the duration of the contract. Unless written providing for the contrary ago also right for closed business without its competition by the principal for the duration of the contract, but with clients that it has provided for cases of this kind.
Agent which has been assigned the exclusivity within a RADIUS or with a specified clientele has right to the provision agreed or, failing agreement, to the usual provision for all transactions during the term of the contract with persons of this RADIUS or this customer.
Unless written the contrary, the right to the allowance arises as soon as the case was validly concluded with the client.

S. 418 h D. Obligations of the principal / II. Provision / 1. For business negotiated and concluded / b. extinguishment of the right to the provision b. extinguishment of the right to the provision the agent loses her right to the allowance insofar as the execution of a done deal is prevented by a cause not attributable to the principal.

This right shall expire on the other hand if the remuneration corresponding to the provision already made by the principal is not done or it is so small that the payment of an allowance cannot be required by the principal.

S. D. Obligations of the principal 418i / II. Provision / 1. For business negotiated and concluded / c. provision c. enforceability of the provision the provision due is payable, except convention or otherwise use, the end of the half of the calendar year in which the transaction occurred; insurance, it is however payable when the first annual premium has been paid.

S. 418 k D. Obligations of the principal / II. Provision / 1. For business negotiated and concluded / d. statement d. statement of account if the officer is not required by written agreement to submit a list of its provisions, the principal shall furnish a statement of account at each maturity by indicating the business to a provision.
The agent has the right to consult the books and vouchers corresponding. It cannot waive this right in advance.

S. 418l D. Obligations of the principal / II. Provision / 2. Cash provision 2. Provision for cashing except convention or otherwise use, the agent is entitled to an allowance of cashing in on the sums that it has collected under an order of the principal and he handed him.
At the end of the contract, the agent shall lose all power of cashing and his right to provisions of subsequent cash goes.

S. 418 m D. Obligations of the principal / III. Prevention of work III. Unable to work when the principal, violating its obligations legal or contractual, prevented by his fault the agent to win the agreed provision or that it could reasonably, is obligated to pay fair compensation. Any agreement to the contrary is void.
The agent who cannot work that for a single principal and which is impossible to work without his fault, due to illness, of compulsory military service under federal legislation or such similar cause, is entitled for a relatively short time, if the contract lasts for a year at least, to equitable remuneration in relation to the loss of earnings suffered. The agent is unable to waive this right in advance.

S. D. Obligations of the principal 418n / IV. Costs and expenses IV. Fees and disbursements except convention or otherwise use, the agent has not entitled to a refund of fees and disbursements resulting from the exercise normal activity, but to those that it has incurred under special instructions of the principal or in its capacity as Manager of the latter, such as transportation and customs costs.
Reimbursement of fees and disbursements is due even if the case is unsuccessful.

S. 418o D. Obligations of principal / V. right of retention V. Lien as collateral for debts owing to arising out of the contract, the agent has things securities and securities that it holds under the contract, as well as on the amounts that were paid to him by clients under its power of cashing a right of retention to which it may give up in advance; When the principal is insolvent, the officer may exercise this right even for the guarantee of a debt not payable.
Right of retention may not be exercised on rates and customer lists.

S. 418 E. end of contract / I. Expiration of time E. end of contract I. Expiration of time agency contract is for a fixed term or whose duration is the result of his goal ends on expiry of the time limits, without any need to leave.
If the contract is for a fixed term is tacitly extended on part, deemed renewed for the same time, but for a year at most.
When the termination is subject to prior leave, the contract is deemed to be renewed if none of the parties has given leave.

S. 418q E. end of contract / II. By termination / 1. In general II. By termination 1. In general when the agency contract was not made for a fixed term and that such a period results nor its purpose, it may be terminated on part and another, in the first year, with leave given one month in advance for the end of a month. A short leave period must be stipulated in writing.
When the contract lasted a year at least, it may be terminated by leave given two months in advance, to the end of each quarter of the calendar year. The parties may agree to a delay of longer leave or another term of termination.
The conventional periods of leave can be different for the principal and the agent.

S. 418r E. end of contract / II. By termination / 2. For proper reasons 2. Fair grounds the principal and the agent may, without prior notice, immediately terminate the contract for proper reasons.
The provisions relating to the employment contract shall apply by analogy.

S. 418 s E. end of contract / III. Death, incapacity, bankruptcy III. Death, incapacity, bankruptcy agency contract ends by death or inability of the agent, as well as the bankruptcy of the principal.
The contract ends by the death of the mandator where essentially concluded because the person.

S. 418t E. end of contract / IV. Rights of the agent / 1. Allowance IV. Rights of agent 1. Provision except convention or otherwise use, the agent is entitled to an allowance for the additional orders for a customer that it has provided for the duration of the contract unless they are passed before the end of the contract.
All claims of the agent as allowances or reimbursement of disbursements are payable at the end of the contract.
The chargeability of provisions owed due to business executed entirely or partially after the termination of the contract may be fixed by agreement in writing at a later date.

S. 418u E. end of contract / IV. Rights of the agent / 2. Compensation for customer 2. Compensation for the customer when the agent, by its activity, significantly increased the number of clients of principal and that the latter or his successor in title profits effective of its business relationship with these customers even after the termination of the contract, the agent or his heirs are entitled, unless it is inequitable, to adequate compensation, which cannot not them be deleted by convention.
However, this allowance may not exceed the net annual gain resulting from the contract and calculated based on the average of the past five years or that of the duration of the contract if it lasted shorter.
No compensation is due when the contract was terminated for a reason attributable to the agent.

S. 418v E. end of contract / V. duty refund V. duty to refund each Party shall return at the end of the contract which was awarded to him for the duration of the contract or by the other party or third parties for the account of the latter. Are reserved the rights of retention of the parties.

Fourteenth title: management of business art. 419. Droits and obligations of the Manager / I. Execution of the case A. rights and obligations of the I. Execution of the case manager who, without a warrant, handles the case of others, is required to manage in accordance with the interests and the presumable intentions of the master.

S. 420. Droits and obligations of the Manager / II. Liability II. Responsibility Manager responsible for any negligence or imprudence.
Liability must, however, be assessed with less rigour when he managed the master case to prevent damage of which the latter was threatened.
When he began managing against the wishes that the master has manifested in express terms or in any recognizable way, and if this defence was contrary to the laws or morals, it is required of the fortuitous events, unless it proves that they would be also occurred without his interference.

S. 421. Droits and obligations of the Manager / III. Inability of the Manager III. Inability of the Manager if the Manager was unable to bind himself by contract, it is responsible for its management as to the extent of his enrichment or benefit which he has been divested of bad faith.
Is reserved more extended responsibility deriving from unlawful acts.

S. 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 when his interest was that management was undertaken, the master must repay the Manager, principal and interest, all necessary and useful expenditures expenses justified by the circumstances, discharge it to the same extent of all the commitments it has made and indemnify any damages that the judge will set freely.
This provision may be invoked by one who gave its management care, even if the desired result was not obtained.
Expenditures that the Manager is not allowed to repeat, it has the right to removal as in unjust enrichment.

S. 423 (b) rights and obligations of the Master / II. Case company in the interests of Manager II. Case company in the interests of the Manager when the management was not undertaken in the interest of the master, it has no less right of appropriating profits that result.
It is required to indemnify the Manager or give relief only to the extent of its enrichment.

S. 424 (b) rights and obligations of the master / III. Approval of management III. Approval of the management if the Manager acts have been ratified by the master, the mandate rules become applicable.

Fifteenth title: Commission art. 425. A Commission sale and purchase / I. Definition A. Commission sales and purchasing I. Definition

The Commissionaire in the sale or purchase is the one who takes care to operate in its own name, but on behalf of the principal, the sale or purchase of securities or securities, things for a commission fee (provision).
The mandate rules are applicable to the commission contract, subject to the derogations resulting from this title.

S. 426. A Commission sale and purchase / II. Bonds the Commissionaire / 1. Mandatory notice and insurance II. Bonds the Commissionaire 1. Mandatory notice and Insurance Commissioner must keep the customer informed of his actions and, in particular, inform it without delay of the execution of the commission.
It has the obligation to ensure things forming the object of the contract only if the principal has given him the order.

S. 427. A Commission sale and purchase / II. Bonds the Commissionaire / 2. Care goods 2. Caring for the goods when the goods shipped in Committee to be sold are in a visibly defective condition, the Commissioner must safeguard the rights of recourse against the carrier, see damage, provide its best for the preservation of the thing and inform without delay the principal.
Otherwise, it liable for damage caused by its negligence.
When there is reason to fear that goods shipped in Committee to be sold are quickly deteriorating, the Commissioner has the right and even, if required by the interests of the principal, the obligation to sell with the assistance of the competent authority of the place where they are located.

S. 428. A Commission sale and purchase / II. Bonds the Commissionaire / 3. Price fixed by the principal 3. Price fixed by the principal agent who sold below the minimum set by the principal is liable towards him of the difference, if he proves that selling it has preserved the principal injury and that the circumstances have more to take his orders.
If it is at fault, it must also repair the damage caused by non-compliance with the contract.
The Commissionaire who buys at lowest prices or sells more expensive that wearing the orders of the principal cannot benefit from the difference and should be considered for the latter.

S. 429. A Commission sale and purchase / II. Bonds the Commissionaire / 4. Advances of funds and credits 4. Advances of funds and credits the Commissionaire is at its own risk if, without the consent of the principal, it is credit or advances funds to a third party.
However, it may sell on credit, if the usage of trade in the place of the sale and if the principal has not given him of instructions to the contrary.

S. 430. A Commission sale and purchase / II. Bonds the Commissionaire / 5. Ducroire 5. Ducroire except the case in which he credit without the right, the Commissionaire meets the payment, or the implementation of other obligations to those with whom it has processed, unless it is is vouched or if so is the usage of trade in the place where he is established.
The Commissionaire that guarantees that with which it deals is entitled to a special allowance (del credere).

S. 431. A Commission sale and purchase / III. Rights of the Commissioner / 1. Repayment of advances and other costs III. Rights Commissioner 1. Repayment of advances and fresh forwarder is entitled to the refund, with interest, of all charges, advances and disbursements made in the interest of the principal.
It can also wear into account compensation for shopping and transport expenses but not for the salary of its employees.

S. 432. A Commission sale and purchase / III. Rights of the Commissioner / 2. Provision / a. right to claim 2. Provision a. right to claim the allowance is due to the Commissionaire if operation which he received his execution, or execution was prevented by a cause attributable to the principal.
About Affairs which could not be made for other causes, the Commissionaire may only claim, for its efforts, the compensation that is due according to the use of the square.

S. 433. A Commission sale and purchase / III. Rights of the Commissioner / 2. Provision / revocation; Agent for buyer or seller b. forfeiture; Agent for buyer or seller the agent loses all right to the provision if he has been guilty of acts of bad faith towards the principal, especially if it brought into account a higher than the purchase price or lower than the sale.
In addition, in these last two cases, the principal has the right to hold the Commissionaire himself to buyer or seller.

S. 434. A Commission sale and purchase / III. Rights of the Commissioner / 3. Right of retention 3. Right of retention the agent has a right of retention on things forming the object of the contract, or the price which was carried out.

S. 435. A Commission sale and purchase / III. Rights of the Commissioner / 4. Auction of goods 4. Auction of goods if the goods were unable to sell, or if the sell order has been revoked by the principal and it soon to resume them or to dispose of, the Commissioner can continue the auction before the competent authority of the place where they are.
When the principal is neither present nor represented on the site, the sale may be ordered unless he has been heard.
A formal notice must be previously sent, unless whether things exposed to a prompt depreciation.

S. 436. A Commission sale and purchase / III. Rights of the Commissioner / 5. Agent for buyer or seller / a. price and provision 5. Agent for buyer or seller a. price and provision the Commissionaire to buy or sell goods, currency effects or of other securities listed on the stock exchange or the market may, unless otherwise provided in the principal orders, deliver himself as seller the thing he should buy, or keep as a buyer that it had to sell.
In these cases, the agent must account the price according to the course of the Exchange or the market at the time of the execution of the warrant and is entitled both to the ordinary provision as to use in commission fees.
For the rest, the operation is considered a sale.

S. 437. A Commission sale and purchase / III. Rights of the Commissioner / 5. Agent for buyer or seller / b. acceptance alleged agent b. acceptance alleged the Commissionaire's desk when the Commissionaire may personally stand as buyer or seller and he announces to the principal the mandate without him naming a contractor, it is reputed have fulfilled itself obligations which part of this last.

S. 438. A Commission sale and purchase / III. Rights of the Commissioner / 5. Agent for buyer or seller / c. forfeiture v. forfeiture the Commissionaire is no longer admitted to personally stand buyer or seller, if the principal has revoked its agenda and that the revocation was able to the Commissionaire until it has sent notice of the execution of the warrant.

S. 439 (B). The forwarder B. Forwarder the forwarder or agent of transport which, with salary and in his own name, is responsible to ship or return goods on behalf of his principal, is likened to the Commissionaire, but isn't not less subject, in what concerns the transport of goods, the provisions that govern the valet parking.

Sixteenth title: of the contract of carriage article 440 A definition A. Definition the valet is one who is responsible for transport of the things subject to salary.
The mandate rules are applicable to the contract of carriage, except derogations resulting from this title.

S. 441 B effects of the contract / I. Obligations of the consignor / 1. Necessary instructions B. effects of the contract I. Obligations of the shipper 1. Information required the shipper must indicate exactly to the carrier the recipient's address and the place of delivery, the number, the mode of packaging, weight and the content of the parcels, the delivery time and the way forward for transport, as well as the value of the object of price.
The damage resulting from the absence or inaccuracy of this information is the responsibility of the sender.

S. 442 B effects of the contract / I. Obligations of the consignor / 2. 2 packing. Packing the consignor shall ensure that the merchandise is properly packed.
He says the damage from not packing defects.
The parking Valet, for its part, is responsible for the damage from packing defects, if he accepted the goods without reservation.

S. 443 B effects of the contract / I. Obligations of the consignor / 3. Right to dispose of consigned objects 3. Right to dispose of the objects consigned the sender has the right to remove the goods as long as it is in the hands of the carrier, by compensating its disbursements and the harm caused by the withdrawal. However, this right may be exercised: 1. where a consignment note has been created by the sender and delivered to the recipient by the valet; 2. When the sender was issue a receipt by the carrier and that it cannot render; 3. When the valet has shipped to the recipient written notice of arrival of the goods, so that he had to withdraw; 4. When the consignee, following the arrival of the goods at the place of destination, has requested a delivery.


In these cases, the carrier is required to comply with single instructions of the recipient; However, when the sender did issue a receipt, the carrier is bound by these instructions, before the arrival of the goods at the place of destination, unless the receipt has been delivered to the recipient.

The content of this paragraph corresponds to the German and Italian texts. The french text of the RO contains a manifest error of translation.

S. 444 B effects of the contract / II. Obligations of the carrier / 1. Care goods / a. Procedure if prevented from delivering II. Obligations of the carrier 1. Care of goods a. Procedure in case of impediment to deliver when the goods are refused, or that charges and other claims which it is charged are not paid, or where the recipient cannot be reached, the carrier must notify the sender and provisionally keep the thing for deposit or deposit it in a third, at the consignor's risk and expense.
If the shipper or the consignee lacks the goods within an appropriate period, the carrier may, in the same manner as a Commissionaire, make it sell on behalf of the right, with the assistance of the competent authority of the place where the thing.

S. 445 B effects of the contract / II. Obligations of the carrier / 1. Care goods / b. necessary sale b. necessary sale if the goods is exposed to a quick deterioration or if its presumable value does not cover the costs which it is encumbered, the carrier must without delay do see officially and can proceed with the sale of the goods as in the case of impediment to deliver.
Interested parties will be, as far as possible, informed of the sale.

S. 446 B effects of the contract / II. Obligations of the carrier / 1. Care goods / c. warranty v. guarantee the valet, by exercising the rights that derive to him the care to be given to the goods, saves its better the interests of the owner; in the event of fault, is liable to damages.

S. 447 B effects of the contract / II. Obligations of the carrier / 2. Liability of the carrier / a. loss of goods 2. Liability of the carrier a. loss of the goods if merchandise perished or lost, the valet in to the full value, unless he proves that the loss or destruction was due the nature of the thing, either through error attributable to the sender or the recipient or instructions given by any of them, or of circumstances that the precautions taken by a diligent carrier could have prevented.
Is considered as a fault of the shipper the fact that it has neglected to inform the carrier of the highest value of the goods.
Are reserved all conventions laying down higher damages or less than the full value of the goods.

S. 448 (b) effects of the contract / II. Obligations of the carrier / 2. Liability of the carrier / b. delay, damage, destruction partial b. delay, damage, partial destruction the valet is responsible, as in the case of loss and subject to the same reservations, for any damages resulting from late delivery, damage, or partial goods destruction.
Special convention, compensation cannot exceed that which would be given in the event of total loss.

S. 449 B effects of the contract / II. Obligations of the carrier / 2. Liability of the carrier / v. responsibility for brokers v. liability for intermediaries Valet liable for all accidents and all mistakes made during transport, it has made itself to destination, either that he has commissioned another valet; subject, in the latter case, of its recourse against that which he handed over the goods.

S. 450 B effects of the contract / II. Obligations of the carrier / 3. Mandatory notice 3. Mandatory notice the valet is required to notify the consignee immediately after arrival of the goods.

S. 451 B effects of the contract / II. Obligations of the carrier / 4. Right of retention 4. Right of retention if the recipient disputes claims that the goods are encumbered, it cannot require the delivery if it shall in justice the amount in dispute.
The recorded amount replaces the goods right of retention in the valet parking.

S. 452 B effects of the contract / II. Obligations of the carrier / 5. End of the action in liability 5. End of the action the acceptance without reservation of the goods and the payment of the price of transport cease any action against the carrier, except in the case of fraud or serious misconduct.
In addition, the carrier remains held unrelated damage if the recipient finds them in the time where, according to the circumstances, the audit could or should be, and notify the carrier immediately after have found them.
However, this notice must be given at the latest within eight days following the delivery.

S. 453 B effects of the contract / II. Obligations of the carrier / 6. Procedure 6. Procedure whenever there is a dispute, the competent authority of the place where the goods may, at the request of one of the parties, order the filing of the thing in escrow or, if necessary, sale, after having, in the latter case, made see the condition of the goods.
The sale can be prevented by the payment of all claims which the merchandise is allegedly charged, or the consignment of their sum.

S. 454 B effects of the contract / II. Obligations of the carrier / 7. Limitation of actions for damages 7. Limitation of actions for damages actions for damages against the carrier are prescribed by one year, in case of destruction, loss, or delay, the day where the delivery should have taken place, and, in the case of damage, the day where the merchandise was delivered to the recipient.
The recipient and the sender can always assert their rights against the carrier, by way of exception, provided that the claim is formed in the year and that the action is not extinguished by the acceptance of the goods.
Are reserved the case of fraud or gross negligence of the carrier.

S. 455 C transport companies of the State or authorized by him C. transport companies of the State or authorized by him transport companies whose operation is subject to the authority of the State, cannot, by regulations or by specific agreements, evade in advance, in whole or in part, to the application of the legal provisions concerning the responsibility of carriers.
However, the parties may agree to derogate from these rules to the extent permitted by this title.
Special provisions concerning the carriage by the providers of postal services, railways and Steamboats are reserved.

New content according to chapter II-2 of the annex to the Federal law of 17 Dec. 2010 on the position, in effect since Oct. 1. 2012 (2012 4993 RO; FF 2009 4649).

S. 456 D. employment of a public transport company D. employment of a public transport company carrier or the forwarder that uses a public company to perform transport incumbent on it, or who cooperate in executing a transport it accepted, is subject to the special provisions governing the company.
Are reserved for any agreement to the contrary between the carrier or the forwarder and the principal.
This section is not applicable to truckers.

S. 457 E. responsibility of the forwarder E. responsibility of the forwarder, the forwarder that uses a public transport company to perform his contract, cannot relinquish its responsibility by claiming that there no remedy against the company if it is his own fault that the appeal is lost.

Seventeenth title: of proxies proxy and other commercial agents art. 458. Fondé proxy / I. Definition; Constitution of powers A. based proxy I. Definition; Constitution of powers Attorney power of Attorney is the person who has been the head of a trading house of a factory or some other facility operated in a commercial form, the express or implied authority to manage its affairs and sign by procura using the signature of the House.
The head of the household must provide for the inclusion of the proxy to the trade register; It is nevertheless bound, from before registration, by the acts of its agent.
When it comes to other species of establishments or business, Attorney power of Attorney cannot be formed by an inscription in the register of trade.

S. 459. Fondé proxy / II. Scope of the power of Attorney II. Scope of the power of Attorney Attorney power of Attorney is known to third persons in good faith, have the Faculty of commitments of exchange for the head of the House and, on behalf of all acts that has the purpose of trade or business.
Attorney power of Attorney cannot alienate or encumber real property in has received the express power.

S. 460. Fondé proxy / III. III restrictions. Restrictions the proxy may be restricted to the business of a branch.
It can be given to several people at once, under the condition that the signature of one of them requires it principal that if others contribute to the Act in the prescribed manner (collective power of attorney).
Other restrictions of powers are not against third parties in good faith.

S. 461. Fondé proxy / IV. Indent IV. Withdrawal

The withdrawal of the power of Attorney must be entered in the register of commerce, even if not point there was registration when proxy Proxy has been established.
The proxy remains against third parties in good faith, as long as the withdrawal has not been in registered and published.

S. 462 B other B. non commercial agents commercial agents the commercial agent is the person who, without having the quality of donee, is responsible to represent the head of a trading house, a factory or any other establishment operated in a commercial form, either for all the Affairs of the company, either for certain transactions determined; its powers extend to all acts that usually contain this undertaking or these operations.
However the commercial agent cannot exchange commitments, borrow or plead, if under express powers.

S. 463C....

C....

Repealed by chapter II art. 6 c. 1 of the Federal law of June 25, 1971, with effect from 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 464 D. Prohibition of competition D. Prohibition of competition power of Attorney Attorney and without permission, the commercial representative who has the management of the company or who is in the service of the head of the House can make for their own account or for the account of a third of operations falling within the types of cases of the establishment.
If they violate this provision, the head of the House has an action for damages against them and it may take on his own operations so made.

S. 465 E. end of the power of Attorney and other commercial mandates E. end of the power of Attorney and other commercial proxy mandates and the commercial mandate are revocable at any time, without prejudice to the rights that may result from the individual contract, the contract company, mandate or other legal relations existing between parties.
The death of the head of the household or the loss of the exercise of his civil rights causes the end of the proxy or the commercial mandate.

New content according to chapter II art. 1 c. 11 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

Eighteenth title: assignment art. 466 A definition A. Definition assignment is a contract by which the assigned is allowed to give to the accountant on behalf of assigning it, a sum of money, securities or other fungible things, that the accountant has mandate to collect in his own name.

S. 467 B effects of the contract / I. relationship between assigning it and the accountant B. effects of the contract I. reports between assigning it and the accountant when the assignment is intended to extinguish a debt by assigning it to the accountant, this debt is extinguished by payment of the assigned.
However, a creditor who has accepted the assignment may again assert his claim against assigning it only if requesting payment to the assigned, could not get it upon expiry of the term set in the summons.
The creditor who receives his debtor a summons shall, if it intends not to accept, notify the debtor without delay, under penalty of damages.

S. 468 B effects of the contract / II. Obligations of the assigned II. Obligations of the assigned the assigned which has notified its acceptance to the accountant without reserves, is required to pay and cannot it oppose that exceptions arising from their personal relationships or the content of the assignment, excluding those that derive from its relations with assigning it.
If the assigned is debtor of assigning it, it is required to pay the accountant to a maximum of the amount of its debt, when the payment is not more expensive than it would be for him to assigning it.
Even in this case, he is not obliged to declare its acceptance prior to the payment, if the contrary has not been agreed between him and assigning it.

S. 469 B effects of the contract / III. Notice the absence of payment III. Notice the absence of payment if the assigned refuses the payment asks the accountant or if it declares in advance that it will not pay, it must notify without delay the assigning, under penalty of damages.

S. 470 C revocation v. Revocation by assigning it can always revoke the assignment against the accountant, unless has issued it in the interest of the latter and, in particular, to satisfy a debt to him.
It may revoke, in respect of the assigned, as long as it has not notified its acceptance to the accountant.
If a payment system rules do not provide otherwise, the assignment in cashless payment traffic is irrevocable once the amount of the transfer is debited from the account of assigning it.
The bankruptcy of assigning it carries revocation of assignment that is not yet accepted.

Introduced by Chapter 3 of the annex to the Federal law of 3 oct. 2008 on intermediated securities, effective Oct. 1. 2009 (2009 3577 RO; FF 2006 8817).

S. 471 D. assignment of securities D. assignment in the assignment that was worded to bearer securities is governed by the provisions of this title, any carrier in respect of the assigned quality of accountant, and rights that arise between assigning it and the accountant settling between each transferor and transferee.
Are reserved for special provisions for the cheque, and similar to the effects of Exchange assignments.

Nineteenth title: the filing of s. 472 A. The filing in general / I. Definition A. The filing in general i. Definition the deposit is a contract by which the depositary undertakes towards the applicant to receive a security thing that it entrusted and to keep in place course.
The custodian may require compensation unless it has been expressly stated, or if, in the circumstances, he should expect to be paid.

S. 473 A. The filing in general / II. Obligations of applicant II. Obligations of the applicant the applicant must reimburse the depositary for expenses that the performance of the contract has necessitated.
He is liable to compensate the depositary of the damage caused by the deposit, unless he proves that the damage occurred without any fault of his own.

S. 474 A. The filing in general / III. Obligations of the custodian / 1. Defence to use the registered trademark thing III. Obligations of the depositary 1. Defence to use the registered trademark thing the depositary cannot use the thing without the permission of the applicant.
It violates this rule, should the applicant fair compensation, and he answers also fortuitous, unless it proves that the thing had been reached also if it is not used.

S. 475 A. The filing in general / III. Obligations of the custodian / 2. Refund / a. rights of applicant 2. A. rights of the applicant the applicant may at any time demand the trademark thing, with its increments, even if a term has been fixed for the duration of the deposit.
It is nevertheless obliged to pay the depositary fees made by consideration of the agreed term.

S. 476 A. The filing in general / III. Obligations of the custodian / 2. Refund / b. rights of the custodian b. rights of the depositary the depositary shall not make deposit before the fixed term, unless unforeseen circumstances put him out of keep it longer without danger for the thing or harm to himself.
Absence of fixed term, it may return at any time.

S. 477. AT. The filing in general / III. Obligations of the custodian / 2. Refund / v. place of restitution. c place of the refunds the refund takes place at the expense and risk of the applicant, in the place where the thing had to be kept.

S. 478 A. The filing in general / III. Obligations of the custodian / 3. Liability for jointly received deposit 3. Received deposit liability jointly those who jointly received a deposit are jointly and severally liable.

S. 479. AT. The filing in general / III. Obligations of the custodian / 4. Property rights claimed by third 4. Property rights claimed by third parties if a third party claims to be owner of the thing deposited, the depositary is not less required to return it to the applicant, so that it has not been judicially entered or that third party has not introduced against him its application.
In case of seizure or claim, the depositary shall immediately notify the applicant.

S. 480 A. The filing in general / IV. Receiver IV. Receiver when two or more persons lay in the hands of a third party, to safeguard their rights, something which the legal status is disputed or uncertain, the depositary or receiver may restore it to the consent of all concerned, or on an order of the judge.

S. 481 B irregular deposit B. irregular deposit if it has been agreed expressly or tacitly that the custodian of a sum of money would be required to render, not the same species, but only the same amount, it has the profits and risks.
A tacit agreement to be presumed, in the direction indicated, if the sum was not sealed and not close.
When the deposit is other fungible things or securities, the depositary has the right to dispose of it unless he has been expressly authorized by the applicant.

S. 482 C. Of the warehouse contract / I. right to issue securities papers C. Of the warehouse contract I. right of issue of securities

The storage company offering publicly receiving of goods in storage may require the competent authority the right to issue securities of warehoused goods.
These securities are securities that require delivery of warehoused goods.
They can be registered to order or to bearer.

S. 483 C. Of the warehouse contract / II. Obligation of custody of the warehousekeeper II. Duty of care of the depositor the depositor is required to bring the same care as a Commissionaire in the custody of the goods.
Notify, if possible, the applicant when suffered by the thing changes appear to require further measures.
It must enable to see the State of the goods, and to conduct tests during the time devoted to business, as well as at any time take the precautionary measures necessary.

S. 484 C. Of the warehouse contract / III. Mixture of things stored III. Mixture of stored things the warehousekeeper can mix fungible things with other similarly species and quality as if this right was expressly bestowed.
An applicant may claim on so mixed things, a share proportional to its rights.
The depositor can then assign the share of that applicant without the assistance of others.

S. 485 C. Of the warehouse contract / IV. Rights of the depositor IV. Rights of the depositor the depositor has the right to Excise warehouse agreed or usual, as well as the reimbursement of any expenses that have not been caused by the guard of goods (transport costs, customs, maintenance).
These expenses shall be reimbursed without delay; the Excise warehouse is payable after each quarter and, in all cases, resumed full or partial of the goods.
The depositor claims are secured by a right of retention on the goods, as long it is in possession thereof or that it might have with the title that represents.

S. 486 C. Of the warehouse contract / V. return of V. return of goods goods the warehousekeeper is required to make restitution of the goods as in the case of a regular filing; It must nevertheless keep them until the expiry of the agreed time, even in circumstances where a custodian would be allowed to return early due to unforeseen events.
When a representative title of the goods has been issued, the depositor cannot and should only make the creditor legitimized by this title.

S. 487 D. deposit Hotel / I. responsibility of hoteliers / 1. Conditions and extended D. deposit Hotel I. responsibility of hoteliers 1. Conditions and extended hoteliers and innkeepers are responsible for any deterioration, destruction or subtraction effects brought by travellers who stay at home, unless they prove that the damage is attributable to the traveller himself, people who visit, accompany or are at its service, or it follows either a force majeure event, is the nature of the thing deposited.
However, due to the effects of changes liability is limited to the sum of 1,000 francs for each traveller, if no fault can be attributed to the hotelier or his staff.

S. 488 D. deposit Hotel / I. responsibility of hoteliers / 2. Objects of price 2. Objects in price when price objects, money of some importance or securities were not entrusted to the hotelier, it is responsible only in the event of misconduct by him or his staff.
If it has received or denied the filing, it shall without limitation of liability.
Whether objects or values that the traveller must be able to keep at him, the hotelier is responsible as other effects of the traveller.

S. 489 D. deposit Hotel / I. responsibility of hoteliers / 3. End of responsibility 3. End of the responsibility the traveller rights go out, if it does not report the hotelier proven damage immediately after the discovering.
The hotelier can avoid liability by declaring, by notices posted in his establishment, it intends to decline or be dependent on conditions not specified in the Act.

S. 490 D. deposit Hotel / II. Responsibility of those who hold public stables II. Responsibility of those who hold public stables those who take public stables are responsible for damage, destruction or removal of animals and cars, as well as harnesses and other accessories stored in them, or receipts or by them, or by their staff, if they prove that the damage is attributable to the applicant, to persons who visit accompany or are at its service, or as a result of a force majeure event either the nature of the thing deposited.
However, the responsibility because the animals and cars, as well as accessories received, is restricted to the sum of 1,000 francs for each applicant, if no fault can be attributed to either party or its personnel.

S. 491 D. deposit Hotel / III. Right of retention III. Right of retention innkeepers, hoteliers and those who hold public stables have, on things made or stored at home, a right of retention as security for their claims for hotel and custody costs.
The rules concerning the right of retention of the lessor shall apply by analogy.

Twentieth title: S. bond 492. Conditions / I. Definition A. Conditions I. Definition the bond is a contract by which a person undertakes to guarantee the payment of the debt owed by the debtor to the creditor.
The bond can only exist on a valid obligation. A future or conditional obligation can be guaranteed for the eventuality where it would come out effect.
Anyone who says secure debt resulting from a contract which by error or failure, does not oblige the debtor, is responsible under the conditions and according to the principles applicable to bail if he knew, at the time where it is committed, the defect in the contract was flawed. The same rule applies to one who undertakes to secure the performance of a debt that is prescribed for the debtor.
Unless the contrary appears from Act, the deposit cannot waive the rights conferred under this title in advance.

S. 493. Conditions / II. Form II. Form the validity of the guarantee is subject to the written statement of the surety and the digital indication in the Act itself, of the total amount to competition which the surety is required.
When the deposit is a natural person, the declaration of guarantee must also take the authentic form in accordance with the rules in force in the place where the Act is drawn up. If the surety does not exceed the sum of 2000 francs, just bail writes of his hand, in the Act itself, amount to competition which it is required and, where appropriate, to undertake as a collateral security.
For bonds of debt, public law towards the Confederation or its institutions under public law or to a township, as customs duties, taxes and other similar rights, and for transportation bonds simply in all cases the written statement of the surety and the digital indication in the Act itself, of the total competition which it is held.
If the sum secured is split to evade the authentic form, the form prescribed for the total amount should be observed.
For subsequent changes of the suretyship, except for an increase in the amount and the transformation of a simple bond in a joint and several guarantee, the written form is sufficient. When the debt is taken over by a third party and the debtor is released, bond turns off unless the guarantor has agreed in writing to this recovery.
Are subject to the same conditions of form as the special power to endorse bond and the promise of support 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 the first.
The federal Council may limit the amount of the fees due for the deed.

S. 494. Conditions / III. III spousal consent. Consent of a spouse married cannot support validly with the consent given prior spouse or at the latest simultaneously in this case, unless the spouses are separated from body by judgment.

For subsequent changes of a bond, the spouse's consent is necessary if the total amount must be increased or a simple bond turned into a joint and several guarantee or if the amendment has significantly reduced security.
This article applies mutatis mutandis to registered partners.

Repealed by chapter I of the Federal law of 17 June 2005 (bail. Consent of the spouse), with effect from Dec. 1. 2005 (RO 2005 5097; FF 2004 4647 4657) new content according to Chapter 11 of the annex to the Federal law of 18 June 2004 on the partnership, in force since 1 Jan. 2007 (RO 2005 5685; FF 2003 1192) art. 495 B object / I. characteristics of the various species of bond / 1. Simple bond B. object I. characteristics of the various species of guarantee 1. Simple bond

The creditor may require the payment of the single bond that if, after it is committed, the debtor has been declared bankrupt, obtained a bankruptcy stay, or has been, on the part of the creditor, who observed due diligence, subject to prosecution which resulted in the issuance of an act of default of final goods or has transferred his domicile abroad and can more be searched in Switzerland or that because of the transfer domicile of one foreign State in another exercise of the right of the creditor is significantly hindered.
When the receivable is secured by pledges, the simple surety may require that the creditor is paid on them, unless the debtor is bankrupt or has obtained a bankruptcy stay.
When the deposit is committed only to repay to the creditor the amount of its loss, it can be sought if a final failure of goods Act has been issued against the debtor or if the transferred his domicile abroad or if due to the transfer of domicile to one foreign State in another exercise of the right of the creditor is significantly hindered. When a concordat concluded, the surety may be sought immediately after its entry into force for the party debt.
Are reserved for the agreement to the contrary.

S. 496 B object / I. characteristics of the various species of bond / 2. Joint and several guarantee 2. Joint and several guarantee if the surety undertakes with the debtor by taking the qualification of bond joint or any other equivalent, the creditor may pursue it before searching the debtor and realize his real wages, provided that the debtor is in arrears in the payment of its debt and it has been summoned in vain to carry out or its insolvency to be notorious.
The creditor can sue the surety before completing his wages on the furniture and claims that insofar as, according to the discretion of the judge, these assassins probably no longer cover the debt, or if it was so agreed or if the debtor is bankrupt or obtained a bankruptcy stay.

S. 497 B object / I. characteristics of the various species of bond / 3. Joint bond 3. Bond joint where several persons have jointly guaranteed a same divisible debt, each of them is obliged as a simple guarantee for its part and as a certifier of surety for the other hand.
If sureties are obligated as solidarity guarantees, either with the debtor or between them, each responsible for the entire debt. A surety may however refuse to pay beyond its share, as long as the prosecution has not been lodged against all guarantors who committed themselves jointly and severally with it, before or at the same time, and which can be searched in Switzerland for this debt. It can exercise the same right as long as the other sureties have paid their share or provided security of actual order. Unless agreed otherwise, the guarantor who has paid has a right of recourse against the other insofar as each of them has not already paid its share. This right may be exercised before the recourse against the debtor.
If the creditor knew or could have known that the surety is committed assuming that the same debt would be guaranteed by other sureties, the security shall be released if this assumption is not true, in the sequel, one of the guarantors is untied by the creditor or if commitment is declared invalid. In the latter case, the judge may confine itself, if equity so requires, to adequately mitigate the liability of the surety.
When several people have, independently each other, guaranteed the same debt, each of which responds the entire sum. That pays however, unless agreed otherwise, a right of recourse against the other for their parts and portions.

S. 498 B object / I. characteristics of the various species of bond / 4. Guarantor's surety and arriere-caution 4. Guarantor's surety and arriere-caution the certifier of deposit, which guarantees the guarantor's undertaking to the creditor is liable with thereof, in the same way as simple bail with the debtor.
The arriere-caution is a guarantee to the guarantor who has paid the remedies belonging to it against the debtor.

S. 499 B object / II. Common provisions / 1. Relationship between the guarantor and the creditor / a. extent of liability II. Common provisions 1. Relationship between the surety and creditor a. extent of the liability of the surety is, in all cases, bound only to the extent of the total amount indicated in the guarantee document.
Within this limit, it is required, unless: 1. the amount of the debt, as well as legal suites of the fault or the residence of the debtor. It however is not liable for damage resulting from the lapse of the contract and incurs a contractual penalty unless it has expressly been agreed; 2. costs of proceedings and actions brought against the debtor, provided that it has been put in a timely manner, able to prevent them in disregarding the creditor as well as, where appropriate, of expenses incurred by the delivery of pledges and transfer of rights of pledge; 3. conventional interests in respect of current for year-round interest and accrued interest for a year; where appropriate, a matured annuities and the current annuity.

Unless that otherwise arises out of the contract or the circumstances, the surety does that commitments of the debtor that are subsequent to the subscription of the bond.

S. 500b object / II. Common provisions / 1. Relationship between the guarantor and the creditor / b. total statutory remission warranty b. statutory remission of the guarantee when the surety is an individual, the amount which it is held decreases each year, except derogation has been agreed to immediately or subsequently, 3%, and, if the claim is secured by a real estate, 1% pledge. In all cases, the amount is held the physical person decrease at least in the same proportion as the debt.
Exceptions are bonds debts of public law towards the Confederation or its institutions under public law or to a township, as customs duties, taxes and other similar rights, and to transportation bonds, as well as guarantees of public officers and employees, guarantees of debt to amount variable, such as current accounts and contracts for sale by successive deliveries , and periodic benefits.

S. 501 B object / II. Common provisions / 1. Relationship between the guarantor and the creditor / c. continuation of the surety c. continuation of the guarantor the guarantor cannot be compelled to pay before the deadline set for the payment of the debt, although the chargeability is advanced as a result of the bankruptcy of the debtor.
Regardless of the nature of the bond, the surety may, providing security of actual order, ask the judge to suspend the prosecution against him until all pledges had been made and that a definitive failure of goods Act has been issued against the debtor, or that a compromise had been reached.
If the exigibility of the debt is subject to a prior notice on the part of the creditor or the debtor, time is short, for the surety, that from the day where the warning served.
If the debtor is domiciled abroad and is unable to carry out or cannot execute only partially because of provisions of foreign law, such as compensation or traffic prohibition of transfer of currency, the guarantor domiciled in Switzerland can also invoke this Act, unless it has waived.

S. 502 B object / II. Common provisions / 1. Relationship between the guarantor and the creditor / d. Exceptions d. Exceptions the guarantor has the right and the duty to oppose the creditor all exceptions that belong to the debtor or his heirs and which do not result from the insolvency of the debtor. Is for the case of a debt that does not oblige the debtor as a result of error or inability to contract, or a prescribed debt.
If the debtor waives an exception that belongs to him, the surety may nevertheless oppose him to the creditor.
The surety who neglects to oppose exceptions belonging to the debtor is deprived of his right of appeal as that they would have provided it to pay, if it proves that it did not know though it was his fault.
The surety who is committed to guarantee a debt resulting from a game or a bet may invoke the same exceptions than the debtor, even if she knew the nature of the debt.

S. 503 B object / II. Common provisions / 1. Relationship between the guarantor and the creditor / e. duty of care owed by the creditor; discount pledges and titles e. duty of care owed by the creditor; discount securities and pledges when the creditor is reduced to the prejudice of the guarantor's pledge rights, liens and preferential rights existing when the bond or obtained later from the debtor to the special guarantee of the claim, the liability of the surety is reduced by a corresponding amount, unless it is proved that the damage is lower. Is reserved for the action for recovery of the overpayment.
The creditor is also liable to the guarantor of public officers and officials when he failed to exercise on the worker surveillance to which he was required or the diligence expected of him, and that debt was born of this head or increased in proportions that it had not reached.

The creditor is required to submit the surety who pay for titles that can help him to exercise his rights and give it the necessary information. It must also furnish the guarantees and other security interests existing at the time of the bond or made subsequently by the debtor specially for the debt or comply with the formalities prescribed for their transfer. Gage and retention rights which belong to the creditor to other receivables are reserved, as they are preferable to those of the guarantor ranking.
If the creditor unduly refuses to run or if it is functus officio in bad faith or negligently serious existing evidence or pledges and other securities which he is responsible, the surety is released. It may require the return of what she paid and compensation for the additional damage.

New content according to chapter II art. 1 c. 12 of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. fin. and trans. tit. X at the end of the text.

S. 504 B object / II. Common provisions / 1. Relationship between the guarantor and the creditor / f. right to impose payment f. impose the payment as soon as the debt is payable, even following the bankruptcy of the debtor, the surety may at any time ask the creditor to accept payment. If debt is guaranteed by several persons, the creditor is required to accept even a partial payment, provided that it represents at least the part relating to the surety that offers it.
If the creditor unduly refuses to accept the payment, the guarantor shall be released. The responsibility of solidarity bonds is then reduced by the amount of its share.
If the creditor agrees, the surety may lose interest even before the payment of the debt. However, it cannot exercise his right of recourse against the debtor until the debt is payable.

S. 505b object / II. Common provisions / 1. Relationship between the guarantor and the creditor / g. notice of creditor and intervention in bankruptcy and the concordat of the debtor g. notice of creditor and intervention in bankruptcy and the concordat of the debtor when the debtor is late in six months for a payment of principal or interest of a semester or annual allowance, the creditor must notify the guarantor. On request, he shall at all times provide information on the status of the debt.
If the debtor is declared bankrupt or request a concordat, the creditor is required to lodge his claim and to do all that can be required of him to safeguard the rights. It should be the bankruptcy and suspension of bankruptcy to the knowledge of the deposit as soon as he is himself informed.
If the creditor fails one of these formalities, he loses his rights against the guarantor to the extent of the damage caused to this omission.

S. 506 B object / II. Common provisions / 2. Relationship between the guarantor and the debtor / a. right to security and freedom 2. Relationship between the guarantor and the debtor a. right to security and release the surety may require securities of the debtor and, if the debt is payable, demanding his release: 1. when the debtor contravenes the commitments made towards her, especially to its promise to release within a period given; 2. When it is in default or can be searched only under conditions substantially more difficult because he transferred his domicile in another State; 3. When, due to losses that he suffered, and the decrease in the value of collateral, or even misconduct by him committed, the deposit runs significantly greater risks than to the time when it is engaged.

S. 507 B object / II. Common provisions / 2. Relationship between the guarantor and the debtor / aa. In general b. right of recourse of the surety aa. In general the guarantor is subrogated to the rights of the creditor to the extent of what she paid him. It can exert upon the payment of the debt.
Unless otherwise agreed, it acquires however the rights of pledge and other sureties guaranteeing the debt as if they existed at the time of the bond or have been set up in the suite by the debtor specially for this debt. If the surety, being complied partially, is subrogated to that part of a right of pledge, the part remaining to the creditor is preferable to that of the guarantor ranking.
Are however reserved actions and exceptions that derive from the legal relationship between the guarantor and the debtor.
When a pledge guaranteeing a claim is made or that payment is voluntarily made by the owner, it cannot exercise remedies against the surety unless it was so agreed between him and her, or if the pledge was subsequently by a third party.
Prescription of the right of recourse of the surety runs as soon as the selfless creditor.
The guarantor has no right of recourse against the debtor when she paid a debt giving rise to any legal action or not linking the debtor due to error or inability to contract. However, if it has guaranteed a prescribed mandate of the debtor debt, it responds to her according to the rules of the mandate.

S. 508 B object / II. Common provisions / 2. Relationship between the guarantor and the debtor / bb. Notice of the payment made by the surety bb. Notice of the payment made by the guarantor the guarantor who pays the debt in whole or in part must inform the debtor.
It loses its right to appeal if it fails to make this communication and that the debtor has paid a second time because he did not know and could ignore the payment.
Is reserved for the action resulting from the unjust enrichment of the creditor.

S. 509 C end of the bond / I. The law C. termination of suretyship I. Under the Act the security shall be released as soon as the principal debt is extinguished for any reason whatsoever.
If the quality of debtor and surety are combined in the same person, the creditor retains distinct advantages that result for him to bail.
Any bond given by a natural person shall lapse on the expiry of the period of twenty years from its conclusion. Exceptions are bonds of debts of public law towards the Confederation or its institutions under public law or to a township, as customs duties, taxes and other similar rights, and to transportation bonds, as well as guarantees of public officers and employees, bonds of periodic benefits.
During the last year of this period, the surety may be sought even if it is committed for a longer period, unless it has previously extended the bond or not it was replaced by a new.
The extension can be done by written statement of the surety for a further period of up to ten years. But this statement must be given a year as soon as possible before the end of the bond.
If the debt is payable less than two years before the end of the bond and the creditor could not denounce before this term, the surety may, regardless of the nature of the bond, be sought unless the debtor or guarantees be previously developed contribution. On the other hand, the surety may exercise his right of recourse against the debtor before the payment of the debt.

S. 510 C end of the bond / II. Bond for a time determined; termination II. Bond for a time determined; termination the surety who has guaranteed a future debt may, as long as the debt is not incurred, revoke at any time his guarantee by a written statement to the creditor, when the financial situation of the debtor had significantly worsened since the day where it is committed or when it subsequently appears that this situation is significantly worse than that she had admitted to him in good faith. Bond of public officers or employees can no longer be revoked when the appointment or engagement took place.
The surety is required to repair the damage resulting to the creditor that it had relied on the bond.
The guarantor who is committed for a determined time is released, if the creditor does not legally pursue enforcement of its rights within four weeks following the expiry of this time and if he continues his prosecution without significant interruption.
If the debt is not payable at this time, the guarantor cannot free themselves by providing security of actual order.
In case it does not, it remains linked, subject to the provisions on the maximum of the guarantee, as if this commitment was agreed until the liability for the debt.

S. 511 C end of the bond / III. Bond for a time indeterminate III. Security for an indefinite period if the guarantee has been given for an indeterminate time, the surety may, as long as it is searchable only under these conditions, apply maturing debt that within four weeks, the creditor legally continue the enforcement of its rights, introduce further in realization of pledges that might exist and continues prosecutions without significant interruption.
If it is a debt which the liability can be determined by a warning from the creditor, the surety was eligible, one year after it committed the creditor to claim him he gives this warning and the debt became payable, continue legally execution of its rights as stated above.
The security shall be released if the creditor fails to comply with this summons.

S. 512 C end of the bond / IV. Guarantee of public officers and employees IV. Guarantee of public officers and employees

Bond of a public officer may, if it is indefinite, being denounced for the end of each period of appointment by warning a year in advance.
If it is a public agency that is not granted for a fixed period, the bond may, by warning a year in advance, be terminated at the end of each period of four years from the entry into office.
In the bond of employees given for an indefinite period, the surety has the same right of denunciation as if it were public officials.
Are reserved for the agreement to the contrary.

Twenty-first title: game and betting articles 513 a. Inadmissibilité of legal action A. inadmissibility of an action game and bet are no eligible debt.
It is similarly of the advances or made loans knowingly for a game or a bet, and markets differentials and other futures markets on goods or values of scholarship when they offer characters for the game or the betting.

S. 514 B recognition of debt and voluntary payment B. recognition of debt and voluntary payment no person shall assert an acknowledgment of debt or a currency effect underwritten by the author of the game or the bet, even if he had transferred to a third party which finds its obligation; remain reserved the rights conferred by the securities to third parties in good faith.
It takes place in repetition of voluntary payments only if the regular performance of the game or the bet was prevented by a fortuitous by reason of the other party, or if the latter has been guilty of unfair manoeuvres.

S. 515 C lotteries and Raffles v. lotteries and Raffles raffles and Lotteries are a right to claim under the condition to have been allowed by the competent authority.
In the absence of authorisation, the rules concerning gambling debts are applicable.
The lotteries or raffles authorized abroad do not enjoy, in Switzerland, of the protection of the law, unless the competent authority has permitted the sale of tickets.

S. 515aD. game in game houses, ready game houses D. game in game houses, ready to play homes games of chance in game houses give a right of claim insofar as they unfolded in a common gaming house authorized by the competent authority.

Introduced by c. 5 of the annex to the Federal law of 18 Dec. 1998 on the gambling houses, in force since April 1, 2000 (RO 2000 677; FF 1997 III 137).

Twenty-second title: the annuity and the life maintenance contract article 516 A annuity / I. Its object A. annuity annuity I. The annuity can be incorporated on the head of the creditor, the debtor or a third party.
Failing specific stipulations, it is presumed to be incorporated on the head of the creditor.
The pension established on the head of the debtor or that of a third party passes, unless otherwise agreed, to the heirs of the creditor.

S. 517 A annuity / II. Writing II. Writing the life annuity contract is valid only if made in written form.

S. 518 A annuity / III. Creditor's rights / 1. Exercise of law III. Creditor's rights 1. Exercise of the right annuity is, unless agreed otherwise, payable per semester and in advance.
If the person on the head of which it consists dies before the end of the period for which the rent is payable in advance, the debtor must the whole term.
If the debtor goes bankrupt, the creditor may enforce its rights in claiming a capital equivalent to that which would require, at the time of the bankruptcy, the establishment of an equal annuity from a pension fund in serious.

S. 519 A annuity / III. Creditor's rights / 2. Transferability 2. Transferability the creditor may assign its rights, unless otherwise agreed.


New content according to Chapter 6 of the annex to the LF of 16 Dec. 1994, in force since 1 Jan. 1997 (RO 1995 1227 1309; FF 1991 III 1).
Repealed by Chapter 6 of the annex to the LF of 16 Dec. 1994, with effect from 1 Jan. 1997 (RO 1995 1227; FF 1991 III 1).

S. 520 A annuity / IV. Annuities subject to the Act on the contract of insurance IV. Annuities subject to the insurance contract Act the provisions above do not apply to annuity contracts subject to the Federal Act of 2 April 1908 on insurance contracts; subject to what is prescribed for the unseizability of annuity.

RS 221.229.1 s. 521 B life maintenance agreement / I. Definition B. life maintenance contract I. Definition life maintenance contract is a contract by which one of the parties undertakes towards each other to pass on a heritage or some property against the commitment to maintain it and the care his life during.
If the debtor is instituted heir of the creditor, the contract is governed by the provisions relating to the inheritance.

S. 522 B life maintenance agreement / II. Conditions / 1. Form II. Conditions 1. Form the life maintenance agreement must be received in the form of succession pacts, even if it does not involve an institution of heir.
The shape under private seal however, just when the contract is concluded with an asylum recognized by the State and the conditions laid down by the competent authority.

S. 523 B life maintenance agreement / II. Conditions / 2. Security 2. Security creditor who shall deliver to the other party a building there maintains, to guarantee his rights, a legal hypothec in the same way as a seller.

S. 524 B life maintenance agreement / III. Object of the contract III. Subject of the contract the creditor lives in the household of the debtor; It owes benefits that the value of the goods received and the previous social condition of the creditor allow equitable to require.
In particular, the debtor is required to provide to the creditor suitable food and shelter; in case of illness, it owes the necessary care and assistance from the doctor.
Founded asylums to provide life maintenance of their residents can determine these benefits in a compulsory manner for all, in regulations approved by the competent authority.

S. 525 B life maintenance agreement / IV. Invalidity and reduction IV. Invalidity and reduction a life maintenance contract can be attacked by the people to whom the creditor is legally obliged to feed, when this contract has stripped it of the means to accomplish his duty of assistance to them.
Rather than cancel the contract, the judge may require the debtor to provide food to the beneficiaries, except to blame these benefits on those due to the creditor.
The reduction of the heirs and recall action of creditors are also reserved.

S. 526 B life maintenance agreement / V. Extinction / 1. Denunciation V. extinguishment 1. Denunciation the life maintenance agreement may be terminated at any time six months in advance by either of the parties, when their conventional benefits are significantly unequal value, and that the party that gets the most cannot prove that the other had the intention of making a donation.
It is necessary to take account, in this regard, the proportion allowed between the capital and the annuity by a serious case of annuities.
Made at the time of termination benefits are rendered except compensation between them for their value in capital and interest.

S. 527 B life maintenance agreement / V. Extinction / 2. Unilateral termination 2. Termination unilateral each party is authorized to unilaterally terminate the contract when the continuation has become intolerable because of a violation of the loads imposed, or when other fair grounds make this continuation impossible or expensive to excess.
If the contract is cancelled for one of these causes, the part that is at fault shall, in addition to the return of what she received fair compensation to one who has committed no fault.
Instead to cancel the contract, the judge may, at the request of one of the parties or ex officio, decide the termination of life in common and allocate to the creditor a life annuity as compensation.

S. 528 B life maintenance agreement / V. Extinction / 3. Termination in the event of death of the debtor 3. Termination in the event of death of the debtor on the death of the debtor, the creditor may request the termination of the contract within a period of one year.
In this case, it has the right to assert against the heirs a debt equal to that which would be allowed to produce in the bankruptcy of the debtor.

S. 529 B life maintenance agreement / VI. Assignment and realization in the event of bankruptcy or seizure VI. Assignment and realization in the event of bankruptcy or seizure the creditor's rights are not transferable.
In the event of bankruptcy of the debtor, he may intervene to a debt equal to capital that would be required under the constitution, with a serious case of annuities, of a life annuity representing the value of the benefits owing to him.
For the safeguarding of this debt, the creditor may participate, without prior prosecution, a seizure made against his debtor.

Twenty-third title: simple society art. 530 A definition A. Definition company is a contract by which two or more persons agree to unite their efforts and their resources to achieve a common goal.
The company is a simple company, in the meaning of this title, if it does not offer distinctive characters in a other companies governed by the law.

S. 531 B reports of the shareholders between them / I. contributions B. reports of the shareholders between them I. contributions

Each partner must make a contribution, which may consist of cash, receivables, other assets, or industry.
Unless agreed otherwise, contributions must be equal, and the nature and importance requires it goal of society.
The lease to rent rules shall apply by analogy to risks and the guarantee which each partner is required, when the contribution consists in the enjoyment of a thing, and the rules of sale when the intake is the property even the thing.

S. 532 B reports of the shareholders between them / II. Gains and losses / 1. II profit-sharing. Gains and losses 1. Profit-sharing partners are required to share any winnings which, by its nature, must return to the company.

S. 533 B reports of the shareholders between them / II. Gains and losses / 2. Distribution of profits and losses 2. Distribution of profits and losses unless agreed otherwise, each partner has equally in profits and losses, regardless of the nature and the value of its contribution.
If the convention only lays down the share in profits or share in losses, this determination is deemed to be made for both cases.
It is allowed to stipulate that a partner who brings its industry is exempt from contributing to the losses, while taking a share in the profits.

S. 534 B reports of the shareholders between them / III. Decisions of the III company. The company decisions of the company decisions are the consent of all partners.
Where the contract provides these decisions by majority, it is counted by head.

S. 535 B reports of the shareholders between them / IV. IV administration. Administration all shareholders have the right to administer, unless the contract or a decision by the company not it has conferred exclusively either to one or more of them, or to third parties.
Where the right to administer belongs to all shareholders or to several of them, each of them may act without the help of others; each of the other partners managers may nonetheless oppose the operation until it is consumed.
The unanimous consent of the shareholders is necessary to appoint a general agent, or to perform legal acts exceeding the ordinary operations of the company; unless however that there is risk in the home.

S. 536 B reports of the shareholders between them / V. responsibility between associated / 1. Prohibition of competition V. responsibility between partners 1. Prohibition of competition no partner can do for his personal account of affairs that would be contrary or detrimental to the purpose of the company.

S. 537 B reports of the shareholders between them / V. responsibility between associated / 2. Expenditure and work of partners 2. Expenditure and work of partners if one of the partners has made spending or assumed obligations for the company's business, the other partners are required to him; they are also losses he suffered and which are the direct consequence of its management or inseparable risk thereof.
The shareholder who makes an advance to the company may claim interest from the day where he did.
He is entitled to no compensation for his personal work.

S. 538 B reports of the shareholders between them / V. responsibility between associated / 3. Diligence 3. Diligence each partner must bring to the business of the company due diligence and care he usually devotes to its own affairs.
He is liable to the other partners for the damage he has caused to them by his fault, without being able to compensate with this damage the profits that it has provided to the company in other cases.
The managing partner is paid for its management has the same responsibility as an agent.

S. 539 B reports of the shareholders between them / VI. Revocation and restriction of the power to manage VI. Revocation and restriction of the power to manage the power to manage conferred one of shareholders by the partnership agreement may be revoked or restricted by the other partners without proper reasons.
If proper reasons, the revocation can be made by each of the other partners, even if the partnership agreement provides otherwise.
Applicable, in particular, be considered as just cause the fact that the managing partner seriously breached its duties or became unable to well manage.

S. 540 B reports of the shareholders between them / VII. Relationship between managers and the other partners / 1. In general VII. Relationship between managers and the other partners 1. In general unless the present title or the partnership agreement provides otherwise, reports of managers with the other shareholders shareholders are subject to rules of the mandate.
When a partner is acting on behalf of the company without having the right to administer, or a managing partner exceeds its powers, instead of applying the rules of business administration there.

S. 541 B reports of the shareholders between them / VII. Relationship between managers and the other partners / 2. Right to inquire into the Affairs of the company 2. Right to inquire about the Affairs of the Corporation any shareholder, although he has no management, has the right to personally investigate the market for Social Affairs, to consult the books and papers of the company, as well as to compile, for personal use, a summary statement of the financial situation.
Any agreement to the contrary is void.

S. 542 B reports of the shareholders between them / VIII. Admission of new members; interested third parties VIII. Admission of new members; interested third parties no shareholder may introduce a third party in the society without the consent of the other partners.
When on its own, an associate interested one third to its share in the company or he assigns him this part, this third party does not have the quality of partner and it does not, in particular, acquire the right to inquire about the company's business.

S. 543 C reports of the shareholders to the third party / I. Representation v. reports of the shareholders towards the third I. Representation partner dealing with a third party on behalf of the company, but in his personal name, becomes only creditor or debtor of such third party.
When a partner dealing with a third party on behalf of the company or all partners, the other partners become creditors or debtors of this third parties, in accordance with the rules relating to the representation.
A partner is presumed to have the right to represent the company or all partners towards third parties, as soon as it is responsible for administering.

S. 544 C reports of the shareholders to the third party / II. Effects of representation II. Effects of representation things, claims and rights in rem transferred or acquired the company owned in common associates within the terms of the partnership agreement.
Creditors of a partner may exercise their rights on its share of liquidation, unless otherwise provided by the contract of the company.
The partners are jointly and severally responsible for the commitments towards third parties, acting jointly or through a representative; any agreement to the contrary are reserved.

S. 545 D. end of society / I. Causes of dissolution / 1. In general d. end of society I. Causes of dissolution 1. In general the company ends: 1. by the fact that the social goal is reached or that the realization has become impossible; 2. by the death of one of the partners, at least that it was agreed previously that the company would continue with his heirs; 3. by the fact that the share of liquidation of a member is the subject of an execution, or that one of the partners fall in bankruptcy or is placed under guardianship of scope General; 4. by the unanimous wish of the partners; 5. by the expiration of the time for which the Corporation was incorporated; 6. by the denunciation of the contract by one of the partners, if this right of denunciation has been reserved in the Statute, or if the Corporation was formed or for an indefinite period, or for the life of one of the partners; 7. by a judgment, in the case of dissolution due to justifiable reasons.

The dissolution may be required for proper reasons, before the term determined by the contract or, if the Corporation was formed for an indefinite period, without prior warning.

New content according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 546 D. end of society / I. Causes of dissolution / 2. Indeterminate society 2. Company of indeterminate when a company was formed for an indefinite period or for the life of one of the partners, each party may cause the dissolution, through a warning given six months in advance.
Denunciation shall take place according to the rules of good faith and not be made untimely; If the accounts are made annually, the dissolution of the company may be requested only for the end of an annual exercise.
Where a society tacitly continues after the expiry of the time for which it had been incorporated, it is deemed renewed for an indefinite period.

S. 547 D. end of society / II. Continuation of the business after the dissolution II. Continuation of the business after the dissolution when the Corporation is dissolved for another reason than the termination of the contract, the right of a partner to manage the business of the company remain no less in favour until the day he saw the dissolution, or should have known if it had deployed the attention commanded by the circumstances.

When the company is dissolved by the death of a partner, the heir of this door last without delay the death to the knowledge of the other partners; According to the rules of good faith, he continues the cases previously handled by the deceased, until the necessary measures have been taken.
The other partners continue in the same way to temporarily manage the Affairs of the company.

S. 548 D. end of society / III. Liquidation / 1. III inputs. Liquidation 1. Contributions that has made a contribution of property does it not in-kind in the winding-up to which the partners proceed after the dissolution of the company.
There right at the price for which his contribution was accepted.
If this price has not been determined, the refund is based on the value of the thing at the time of the contribution.

S. 549 D. end of society / III. Liquidation / 2. Profits and losses 2. Profits and losses if after payment of debts, the reimbursement of expenses and advances made by each of the shareholders and the return of contributions, there remains a surplus, this benefit is divided between the partners.
If, after the payment of debts, expenses and advances, social assets is not sufficient to reimburse contributions, the loss is divided between the partners.

S. 550 D. end of society / III. Liquidation / 3. 3 liquidation mode. Method of liquidation the liquidation following the dissolution of the company shall be made in common by all the partners, including those who were excluded from management.
However, if the partnership agreement pertained only to certain transactions determined that one of the partners should be in its own name on behalf of the company, this partner is required, even after the dissolution, to finish only and to account to the other partners.

S. 551 D. end of society / IV. Liability to the third D. end of society / IV. Liability to the third IV. Liability coverage the dissolution of society does not change the obligations owed to third parties.

New content according to chapter I of the Federal law of 15 Dec. 1989, in force since 1 Jul. 1990 (1990 802 RO; FF 1985 I 1369). See also the disp. end of the tit. VIII and VIII art. 5, at the end of the text.
Introduced by chapter I of the Federal law of 15 Dec. 1989, in force since 1 Jul. 1990 (1990 802 RO; FF 1985 I 1369). See also the disp. end of the tit. VIII and VIII art. 5, at the end of the text.
New content according to chapter I of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249). See also the disp. Trans. and end of the tit. X art. 7 at the end of the text.
New content according to chapter II 3 of the annex to the Federal law of 13 Dec. 2002 on vocational training, in force since 1 Jan. 2004 (RO 2003 4557; FF 2000 5256).
Introduced by Chapter 2 of the annex to the Federal law of 26 June 1998, in force since 1 Jan. 2000 (RO 1999 1118; FF 1996 I 1).
Introduced by chapter I of the Federal law of Feb 4. 1949, in force since 1 Jan. 1950 (1949 813 RO).
New content according to chapter I of the Federal law of 10 Dec. 1941, in force since 1 Jul. 1942 (RO 58 279 290 646; FF 1939 II 857). See the disp. Trans. This title at the end of the text.

Third part: corporations and cooperative society twenty-fourth title: the company partnership chapter I: Definition and constitution of society article 552. Sociétés carrying on a commercial activity A. companies carrying on a commercial activity of the partnership is that contract two or more natural persons, under a name and without limiting their liability to the creditors of the company, to make the trade, operate a factory or exercise in the commercial form some other industry.
Members of the society are required to have entered on the register of commerce.

S. 553 B companies not engaged in a commercial activity B. companies not engaged in a commercial activity if the company does not operate an industry in the commercial form, it exists as a partnership from the moment it entered on the register of commerce.

S. 554C. registration in the trade register / I. place C. Inscription in the register of trade I. place the company must be registered with the trade register of the place where it has its seat.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 555 C entry in the trade register / II. Representation II. Representation can be registered on the register of commerce, law of representation, as the provisions that confer this right one of the associates only or to some of them, or those who wear that the company will be represented by a partner along with other partners or with officers of proxy.

S. 556 C entry in the trade register / III. Forms to observe III. Forms to observe applications aimed at the inclusion of facts or modification of entries must be personally signed by all the partners in the presence of the official agent in the register or him be submitted in writing and coated duly legalized signatures.
The partners responsible to represent the company personally affix the social signature and their own signature before the clerk at the register, or him submit duly legalized.

Chapter II: Reports of shareholders between them art. 557. Liberté contract. Reference to the rules of the company simple A. freedom of contract. Reference to the rules of the company simple ratios of shareholders between them are determined first online by the partnership agreement.
If the contract does not provide otherwise, instead of applying the rules of simple society, except for changes resulting from the following articles there.

S. 558 B presentation of accounts B. Presentation of the accounts in the end of the year, profits or losses as well as each partner's share shall be determined on the basis of the annual accounts.
The interest for a share of the assets may be enhanced to the shareholder, under the conditions laid down in the contract, even if it has been diminished by losses suffered during the year. If the contract does not provide otherwise, the interest is 4%.
During the calculation of profits and losses, fees agreed for the work of a shareholder shall be assimilated to a company's debt.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).
New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 559 C right to profits, interest and fees v. right to profits, interest and fees each shareholder has the right to withdraw from the Social Fund profits, interest and fees to the preceding financial year.
If the contract so provides, the interest and fees can be collected during the fiscal year; the benefits are seen only after the approval of the management report.
Profits, interest and fees that the partner has not received are added to its share of the assets after the approval of the management report, if none of the other shareholders opposed it.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).
New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 560 D losses D. losses when losses have decreased a portion of its assets, the partner retains his right to the payment of fees and the interests of its reduced share, but it may withdraw profits before its share has been reconstructed.
No partner is required to make a contribution higher than that provided for by the contract, or to supplement its contribution reduced by losses.

S. 561 E. Prohibition to competition E. Prohibition to competition none of shareholders cannot, branch operated by the company and without the consent of the other, do operations for his personal or on behalf of a third party account interest to another company as a partner indefinitely liable or sponsor or be part of a limited liability company.

Chapter III: Reports of society towards the third article 562 A. In general A. In general the Corporation may, under its name, acquire rights, undertake, operate and be operated in justice.

S. 563 B representation / I. right to represent the company B. Representation I. right to represent the company if the trade register contains no otherwise registration, third parties of good faith can admit that each partner has the right to represent the company.

S. 564 B representation / II. Scope of this law II. Scope of this right the associates authorised to represent the company have the right to do on behalf of all legal acts that may involve the social purpose.
Any clause limiting the scope of these powers is void with respect to the bona fide third party.

S. 565 B representation / III. Removing this law III. Removal of this right the right to represent the company may be removed to a partner for proper reasons.
At the request of a partner that makes it likely the existence of such grounds, the judge may, if Péril en la demeure, pronounce the provisional withdrawal of the right to represent the company. This withdrawal is entered on the register of commerce.


S. 566 B representation / IV. Proxies proxy and commercial agents IV. Proxy based and commercial agents it may be designated attorney power of attorney or commercial agent for all the Affairs of the company that with the consent of all partners managers, but each of them has standing to revoke it with effect for third parties.

S. 567 B representation / V. acts on behalf of the company and V. acts unlawful acts on behalf of the company and unlawful acts the company acquires rights and undertakes by the acts of an Associate Manager made his name.
Simply intend to act for the company results from the circumstances.
The company liable for the damage resulting from unlawful acts committed by a partner in the management of Social Affairs.

S. 568 C situation of the social creditors / I. liability of partners v. Situation of social creditors I. liability of shareholders the shareholders are required to commitments of the company jointly and severally and on all their property.
Any contrary agreement between partners has no effect on third parties.
Nevertheless a partner cannot be sought personally to a social debt, even after his release from the company that is in bankruptcy, or if the company is dissolved or has been prosecuted remained unsuccessful. Reserved remains the responsibility of a partner for a joint and several guarantee signed in favour of the company.

S. 569 C situation of the social creditors / II. Liability of new partners II. Liability of new partners one who enters a partnership is required to existing debts jointly with the other partners and over all his possessions.
Any contrary agreement between partners has no effect on third parties.

S. 570 C situation of the social creditors / III. Bankruptcy of III. The company's bankruptcy the creditors of the company are paid on the social assets excluding the personal creditors of the partners.
The partners do not have the right to produce in the bankruptcy of the company capital and the common interests of their contributions, but they can assert their claims for accrued interest, fees and expenses incurred in the interest of the company.

S. 571 C situation of the social creditors / IV. Bankruptcy of the company and partners IV. Bankruptcy of the company and shareholders the company's bankruptcy does not that of shareholders.
Similarly, the bankruptcy of one of the partners does not that of the company.
The rights of the social creditors in the bankruptcy of a partner are governed by the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.

RS 281.1 s. 572 D. Situation of personal creditors of a partner D. Situation of personal creditors of a partner the personal creditors of a partner have to pay or for security, no right to the assets.
They are entitled, in the procedure of execution, to the interests, fees, profits and the share of liquidation returning to their debtor as an associate.

S. 573 E. Compensation E. clearing the debtor of the company can compensate a debt due to it with what him personally needs a partner.
Similarly, a shareholder may oppose his creditor compensation with what the latter owes to society.
However, when a creditor of the company is at the same time personal debtor of a partner, the compensation is binding both on one than the other from the moment where the partner can be personally searched for a debt of the company.

Chapter IV: Dissolution of the company and output of shareholders art. 574. AT. In general A. In general the company is dissolved by the opening of its bankruptcy. Moreover, the simple rules are applicable to dissolution, except derogations resulting from this title.
Except in case of bankruptcy, dissolution is registered in the register of the trade to the diligence of the partners.
When an action for dissolution of the company is open, the judge may, at the request of a party, order provisional measures.

S. 575 B dissolution required by the creditors of a partner B. Dissolution required by the creditors of a partner in the event of bankruptcy of a partner, the administration of the bankruptcy may, after a warning given at least six months in advance, seek the dissolution of the company, even when it was incorporated for a term.
The same right may be exercised by the creditor of each partner when that creditor did capture the share of liquidation of the debtor.
As long the dissolution is not registered on the trade register, the company or the other shareholders can hijack the effect of expected above warning disregarding the mass or the creditor pursuing.

S. 576 C output of one or more partners / I. Convention C. output of one or more partners I. Convention if it was agreed, before the dissolution, that notwithstanding the output of one or more associated society would continue, it shall cease only with respect to the outbound partners. She remains with the same rights and same obligations.

S. 577 C output of one or more partners / II. Exclusion by j. II. Exclusion by the judge when the dissolution may be requested for proper reasons related primarily to one or to several partners, the judge may, if all the others require a decision exclusion, by ordering the issuance to the partner or partners excluded what deserve them in the social assets.

S. 578 C output of one or more partners / III. Exclusion by the other partners III. Exclusion by other related when a member is declared bankrupt or creditor of a partner to demand the dissolution of the Corporation after capture the share of liquidation of the debtor, the other partners may exclude it by him repaying what is him in the social assets.

S. 579 C output of one or more partners / IV. Society composed of two partners IV. Society composed of two shareholders if the company is composed of two partners, one which has not resulted in the dissolution can, under the same conditions, continue the business by delivering to the other what is him in the social assets.
The judge may dispose of it so when the dissolution is requested for a cause related primarily to the person of one of the shareholders.

S. 580 C output of one or more partners / V. Sum due to the associated outgoing V. Sum due to the outgoing partner the amount that the outbound partner is fixed by mutual agreement.
If the partnership agreement does nothing in this respect and the parties cannot agree, the judge determines this amount taking into account of the State of its assets when the exit and, where appropriate, the fault of the outbound partner.

S. 581 C output of one or more partners / VI. Registration VI. Registration to one partner, as well as the continuation of business by one of the partners, must be registered on the register of commerce.

Chapter V: Liquidation art. 582 A rule A. rule the liquidation of the dissolved Corporation operates in accordance with the provisions which follow, unless the partners are agreed to another regulation or whether the company is in bankruptcy.

S. 583 B liquidators B. liquidators liquidation is made by the managers partners, unless their people-related impediments oppose and Associates agree to appoint other liquidators.
At the request of a shareholder, the judge may, for proper reasons, revoke of liquidators and, if necessary, appoint others.
Liquidators are inscribed on the register of commerce, even if the representation of the company is not changed.

S. 584 C representation of heirs v. Representation of heirs the heirs of a partner must designate a common agent representing them into liquidation.

S. 585 D. rights and obligations of the liquidators D. rights and obligations of the liquidators liquidators have mission to finish the routine to execute the commitments, to return the debts of the dissolved company and achieve the social assets to the extent required for the distribution.
They represent the company for legal acts involved in the liquidation; they can argue, compromise, compromise and even, as appropriate, undertake new operations.
When a partner opposes the decision of the liquidators to operate or to refuse a sale in bulk or the mode adopted for the disposition of real property, judge rules its application.
The company liable for the damage resulting from unlawful acts committed by a liquidator in the management of Social Affairs.

S. 586 E. provisional allocation E. provisional allocation funds unemployed during the liquidation are provisionally distributed between the shareholders and charged on the share of final disposition.
The funds necessary for the payment of debts contentious or not yet due are retained.

S. 587 F. settlement of accounts / I. balance sheet F. settlement of accounts I. balance sheet the liquidators shall draw up a balance sheet at the beginning of the liquidation.
When it continues, liquidators shall draw up each year an interim balance.

S. 588 F. settlement of accounts / II. Repayment of capital and distribution of surplus II. Repayment of capital and distribution of surplus the social assets is used, after settlement of debts, first to repay capital to the shareholders and to pay interest for the duration of the liquidation.
The excess is distributed among the shareholders according to the provisions applicable to the distribution of the profits.


S. 589 g. Radiation to the trade register G. Radiation to the trade register after the end of the liquidation, the liquidators require cancellation of the name in the register of commerce.

S. 590 h. Conservation of books and other documents H. Conservation of books and other documents books and other documents of the dissolved Corporation are retained for ten years from the write-off of the name, in a place designated by the partners or, if they cannot agree, by the clerk at the register of commerce.
The partners and their heirs keep the right to consult.

Chapter VI: Prescription article 591. Objet and time A. purpose and time shares that a creditor of the Corporation may assert against a partner because of social debts are prescribed by five years from the publication of its output or the dissolution of the Swiss trade company in the Official Gazette, unless the debt is, by its very nature subject to a shorter prescription.
If the debt became payable that subsequent to the publication, the period shall run from the liability.
Prescription applies to the actions of the partners against the other.

S. 592 B case B. special cases special five-year limitation is not opposable to the creditor which exercises its rights only in not yet shared assets of the company.
If the case is resumed, with assets and liabilities, by a partner, it cannot oppose the creditors the requirement of five years. For other partners, on the other hand, the prescription of two years is substituted for five years according to the rules of the recovery of debts; This provision is also applicable in the event of takeover by a third party.

S. 593 C interrupt c interrupt the interruption of the prescription to the company which continued to exist or to a partner any has no effect with respect to the outbound partner.

Twenty-fifth title: Société en commandite chapter I: Definition and incorporation of the company art. 594. Sociétés carrying on a commercial activity A. companies carrying on a commercial activity Société en commandite is that contract two or more people, under a name, to make the trade, operate a factory or exercise in the commercial form another industry, when one or more of the partners is unlimited liability and one or several, others, called sponsors are required only to the extent of a contribution determined, so-called sponsorship.
The members having unlimited liability can only be natural persons; sponsors, however, can be also legal persons and corporations.
Members of the society are required to have entered on the register of commerce.

S. 595b companies not engaged in a commercial activity B. companies not engaged in a commercial activity if the company does not operate an industry in the commercial form, it exists as limited partnership only if it is entered on the register of commerce.

S. 596 C entry in the trade register / I. place and contributions in kind C. registration in the register of trade I. place and contributions in kind the company must be registered with the trade register of the place where it has its seat.

If sponsorship is not or is partially paid in cash, the contribution in kind and the value ascribed to him are expressly declared and registered on the register of commerce.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Repealed by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 597 C entry in the trade register / II. Forms to observe II. Forms to observe applications aimed at the inclusion of facts or modification of entries must be signed by all partners in the presence of the official in the trade register or be submitted in writing and duly legalized signatures coated.
The members having unlimited liability are charged to represent the company personally affix the social signature and their own signature before the clerk at the register, or him submit duly legalized.

Chapter II: Reports of shareholders between them art. 598. Liberté contract. Reference to the rules of the partnership A. freedom of contract. Reference to the rules of the partnership reports of shareholders between them are determined in first line with the partnership agreement.
If the contract does not provide otherwise, instead of applying the rules of the partnership, except for changes resulting from the following articles there.

S. 599 B management. the company is managed by the partner or the partners having unlimited liability.

S. 600 C situation of the v. Situation of sponsor sponsor sponsor has, in that capacity, neither the right nor the obligation to manage the Affairs of the company.
It can not more opposing administrative acts that fall under the ordinary operations of the company.
It has the right to request a copy of the results and the balance sheet account and monitor the accuracy by consulting the books and accounting records, or deliver this control in the care of an independent expert; in case of dispute, the expert is appointed by the judge.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 601 D. Participation in profits and losses D. Participation in profits and losses the sponsor is required to losses only to the extent of the amount of its sponsorship.
In the absence of a convention regulating the participation of the sponsor in the profits and losses, this participation is fixed freely by the judge.
If the amount of the sponsorship was not fully paid or has been reduced, interest, profits and, where applicable, the fee may be added to this amount.

Chapter III: Reports of society towards the third article 602 A. In general A. In general the Corporation may, under its name, acquire rights, undertake, operate and be operated in justice.

S. 603 B representation B. Representation the company is represented by the partner or the partners having unlimited liability in accordance with the rules applicable to sociétés en nom collectif.

S. 604 C liability of the shareholder held indefinitely C. responsibility of the shareholder held indefinitely the Member having unlimited liability cannot be personally searched for a debt of the company until it has been dissolved or has been the subject of unsuccessful prosecutions.

S. 605 D. liability of the sponsor / I. When it acts to society D. responsibility of sponsor I. When it is for the sponsor company who enters into business for the company without declaring explicitly act as founded by proxy or representative is required, against third parties in good faith, as a member with unlimited liability commitments resulting from these cases.

S. 606 D. liability of the sponsor / II. Lack of registration II. Lack of registration when the company did business before be entered on the register of commerce, the sponsor shall, with respect to third parties, as a member with unlimited liability, born earlier, social debts unless it establishes that third parties were aware of the restrictions on liability.

S. 607. D accountability of the sponsor / III. The name of the sponsor in the name III. Name of the sponsor in the firm name the sponsor whose name appears in the firm name is liable to the creditors of the company in the same manner as a member having unlimited liability.

S. 608 D. liability of the sponsor / IV. Extent of liability IV. Scope of responsibility the sponsor is liable to third parties to the extent of the partnership registered in the trade register.
If the sponsor itself or the company, to the knowledge of the sponsor, told the third a higher amount of the sponsorship, the sponsor responds to this amount.
Creditors are allowed to demonstrate the value of contributions in kind does not match their real value at the time when they were made.

S. 609 D. liability of the sponsor / V. decrease in the amount of the sponsorship V. reduction of the amount of the sponsorship when the sponsor, by an agreement with other partners or by samples, decreased the amount of the sponsorship, as it has been registered or indicated otherwise, this modification is enforceable against third parties only if it was entered on the register of trade and published.
Social debts arising before this publication remain guaranteed by the full amount of the sponsorship.

S. 610 D. liability of the sponsor / VI. Shares of creditors


VI. Actions of creditors for the duration of the company, social creditors have no action against the sponsor.
If the company is dissolved, liquidators or the administration of the bankruptcy creditors may request that sponsorship is delivered to the mass in liquidation or in bankruptcy, in so far as it has not been provided or it was returned to the sponsor.

S. 611 D. liability of the sponsor / VII. Payment of interests and benefits VII. Payment of interests and benefits the sponsor can affect interest or profits only insofar as it does not result in a decrease of the sponsorship.
The sponsor who received unduly from any interest or profit is held in restitution. Art. 64 is applicable.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 612 D. liability of the sponsor / VIII. Entry in a society VIII. Entered a society that that between sponsor in a partnership or limited partnership is required to the extent of its sponsorship of foreign-born earlier debts.
Any contrary agreement between partners has no effect on third parties.

S. 613 E. Situation of personal creditors E. Situation of personal creditors personal creditors of a member having unlimited liability or a sponsor have to be paid or for security, no right to the assets.
They are entitled, in the procedure of execution, what interests, profits and the share of liquidation returning to their debtor in its capacity as shareholder, as well as to the fees that could be attributed to him.

S. 614 F. Compensation F. Compensation the creditor of the company who is at the same time personal debtor of the sponsor cannot oppose him compensation if the sponsor is unlimited liability.
The compensation is subject to the rules established for the partnership.

S. 615 g. bankruptcy / I. rule General G. bankruptcy I. rule General the bankruptcy of the company does not that of the partners.
Similarly, the bankruptcy of one of the partners does not that of the company.

S. 616 G. bankruptcy / II. Bankruptcy of II. Bankruptcy of the company when the company is in bankruptcy, the assets is used to ignore the social creditors, excluding personal creditors of the various partners.
The partnership fully or partially released can be produced in mass as a debt.

S. 617 G. bankruptcy / III. Contribution of the Member having unlimited liability III. Contribution of the Member having unlimited liability when the social assets is insufficient to satisfy the creditors of the company, the latter have the right to pursue the payment of remaining them due on the personal property of each of the partners having unlimited liability, in competition with the personal creditors of these.

S. 618 G. bankruptcy / IV. Bankruptcy of the IV sponsor. Bankruptcy of sponsor social creditors and the company do not enjoy, in the bankruptcy of a sponsor, no privilege in respect of his personal creditors.

Chapter IV: Dissolution, liquidation, prescription art. 619. the provisions governing the partnership shall apply to the dissolution and the liquidation of the partnership, as well as to the prescription of actions against the shareholders.
If a sponsor is declared bankrupt or if its share in the liquidation is entered, associates partnership provisions shall apply by analogy. However, the company is not dissolved by death or placing under guardianship of general scope of a sponsor.

New wording of the sentence according to Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), in force since 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

Twenty-sixth title: anonymous society chapter I: provisions general article 620 A definition A. Definition company is formed under a name, whose share capital is determined in advance, divided into shares, and whose debts are guaranteed by the social assets.
Shareholders are required only to statutory benefits and are not personally social debts.
The company can be founded also in order to pursue an aim that is not of an economic nature.

New term according to ch. II LF of 4 oct 1. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757). It was taken into account this mod. throughout the text.

S. 621 B share capital minimum B. minimum share capital the share capital may be less than 100,000 francs.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 622 C actions / I. species C. shares I. species shares are registered or bearer. Similarly, shares issued in the form of securities within the meaning of the Act of October 3, 2008 on intermediated securities are registered or bearer.
Actions of these two species can exist side by side, in the proportions fixed by the statutes.
They may provide that registered shares will have or can be converted into shares or bearer shares into registered shares bearer.
The nominal value of the share cannot be less than 1 cent.
Songs written by a member of the Board of Directors at least. The company may decide that even shares many must wear at least a handwritten signature.

RS 957.1 new content according to Chapter 3 of the annex to the LF of 3 oct. 2008 on intermediated securities, in force since 1 Jan. 2010 (2009 3577 RO; FF 2006 8817).
New content according to chapter I of the Federal law of 15 Dec. 2000, in force since May 1, 2001 (RO 2001 1047; FF 2000 3995 c. 2.2.1 5091).
New term according to ch. II 4 of the LF of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757). II took into account this mod. throughout the text.

S. 623 C actions / II. Division and II meeting. Division and meeting the General Assembly has the right to split the shares in securities of reduced nominal value, or bringing them together in nominal titles more high by an amendment of the Statute and on condition that the amount of the capital stock has no change.
The meeting in titles of highest nominal value can be done only with the consent of the shareholder.

S. 624 C actions / III. Course III emission. Issue price the shares may be issued as au pair or higher course. Reserved remains the issue of new shares to replace those that have been cancelled.
and...

Repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 625D. shareholders D. shareholders a limited company can be founded by one or several natural or legal persons or by other corporations.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 626th. articles / I. arrangements E. articles I. provisions necessary statutes should contain provisions on: 1. the name and the seat of the company; 2. the purpose of the Corporation; 3. the amount of equity and the contributions made; 4. the number, the denomination and the actions; 5 species. the convening of the General Assembly and the right to vote of shareholders; 6. the bodies responsible for the administration and review; 7. the form for the publications of the society.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 627th. articles / II. Other provisions / 1. In general II. Other provisions 1. Generally are valid as to the condition to be included in the Statute provisions: 1. the derogations to the legal requirements relating to the revision of the Statute; 2. granting royalty; 3. the award of interest interlayers; 4. the duration of the company; 5. conventional in case of delay in the payment of contributions; 6 sentences. the increase authorized and conditional capital; 7. … 8. the restrictions on the transferability of the shares registered; 9. the privileges attached to certain categories of shares and participation certificates, the dividend certificates and benefits specific; 10. the restrictions of the right to vote of the shareholders and their right to be represented; 11. cases not covered by the Act in which the General Assembly may decide on a qualified majority; 12. the faculty to delegate management to one or several directors or third parties; 13. the Organization and the functions of the Audit Board, if these provisions go beyond the terms of the Act; 14. the ability to convert into another form shares in some form as well as the apportionment of costs resulting from this conversion insofar as these rules depart from the law of 3 October 2008 on intermediated securities.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, with effect from 1 July. 2015 (2015 1389 RO; FF 2014 585).

Introduced by Chapter 3 of the annex to the Federal law of 3 oct. 2008 on intermediated securities, in force since 1 Jan. 2010 (2009 3577 RO; FF 2006 8817).
RS 957.1 s. 628 E. statutes / II. Other provisions / 2. Special provisions relating to contributions in kind, on the occasions of goods and special benefits 2. Special provisions relating to contributions in kind, goods times and special advantages if a shareholder made a contribution in kind, the articles must specify the object and the estimation of this contribution, the name of the contributor and the shares that belong to it.
If the company takes over goods or is considering the resumption of property to a shareholder or a person who is close, the articles must indicate the purpose of the resumption, the name of the seller and the remuneration of the company.
If, in the constitution of the society, benefits are stipulated for the founders or other persons, the articles shall indicate the name of the beneficiary and accurately determine the extent and value of these benefits.
The General Assembly may decide, after ten years, to repeal the statutory provisions on contributions in kind or property times. The statutory provisions on the occasions of goods may also be repealed when the company permanently waives operate of such occasions.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Sentence introduced by c. I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 629F. Foundation / I. Constitution / 1. Content F. Foundation I. Constitution 1. Content is incorporated by an Act passed in the authentic form in which the founders declare found anonymous society, stop of the statutes and designate the bodies.
In this Act, the founders subscribed shares and find that: 1. all shares have been validly subscribed; 2. the promised contributions correspond to the price total emission; 3. contributions have been made in accordance with legal and statutory requirements.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 630F. Foundation / I. Constitution / 2. Subscription of shares 2. Subscription for shares to be valid, the subscription requires: 1. the indication of the number of the nominal value of the species, the category and the issue of shares; 2 price. the unconditional obligation to make a contribution corresponding to the issue price.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 631F. Foundation / II. Supporting documents II. Exhibits the public officer mentioned in the act constituting each of the supporting documents and certifies that they have submitted, as well as the founders.
Must be annexed to the Constitution: 1. the articles of incorporation; 2. the Foundation report; 3. the certificate verification; 4. the certificate of deposit of cash; 5 inputs. 6 contracts for contributions in kind; times of existing goods contracts.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 632F. Foundation / III. Inputs / 1. Minimum contribution III. Contributions 1. Minimum contribution for the incorporation of the company, policyholders must have released at least 20% of the nominal value of each share.
In all cases, an amount of 50,000 francs must at least be covered by made contributions.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 633F. Foundation / III. Inputs / 2. Release of inputs / has. Cash 2. Release of inputs has. Cash contributions in cash must be deposited with an institution subject to the Federal law of November 8, 1934, on banks and savings banks and be held at the exclusive disposal of the company.
Hotel does this amount only after registration of the company in the trade register.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 952.0 s. 634F. Foundation / III. Inputs / 2. Release of inputs / b. In-kind b. In kind contributions in kind are worth as cover only when: 1. they are carried out in execution of a contract in the form written or authentic; 2. the company, from its inclusion in the trade register, may dispose as owner or has the unconditional right to require registration to register land; 3. a report from Foundation accompanied by the audit certificate is established.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 634aF. Foundation / III. Inputs / 2. Release of inputs / v. release later c. subsequent release the Board of Directors decides to later calls with respect to not fully paid up shares.
The subsequent release can be made in cash, in kind or compensation.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 635. Foundation / III. Inputs / 3. Audit of the contributions / a. report of Foundation 3. The consideration a. report of Foundation founders set out in a written report: 1 the nature and the status of contributions in kind or property and the merits of their assessment; 2 times. the existence of the debt and the realization of the conditions necessary for its compensation; 3. the reasons and the merits of specific benefits to founders or other people.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 635aF. Foundation / III. Inputs / 3. Audit of the contributions / b. audit b. audit certificate an auditor certificate shall verify the report of Foundation and certified in writing that it is complete and accurate.

Introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 636 to 639 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 640 G. registration in the trade register / I. company G. entry in the register of trade I. company the company must be registered with the trade register of the place where it has its seat.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 641 G. registration in the trade register / II. Branch II. Branches branches shall be entered in the trade register of the place where they are located.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 642 G. registration in the trade register / III. Contributions in kind, of goods and special benefits III. Apports contributions in-kind, times of goods and special advantages subject to contributions in kind and the shares issued in Exchange, the purpose of the recovery of assets and the remuneration of the company as well as the content and the value of specific benefits must be registered with the trade register.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 643 h. Acquisition of personality / I. time; breach of conditions legal H. Acquisition of personality I. time; breach of the legal requirements the company acquires personality by its inclusion on the register of commerce.
Personality is acquired by registration, even if the conditions for it were not met.

However, when the interests of shareholders or creditors are seriously threatened or undermined by the fact that legal or statutory provisions have been breached at the Foundation, the judge may, at the request of one of these creditors or shareholders decide the dissolution of the company. …
The action shall lapse if it is not introduced at the latest three months from the publication in the Official Gazette Swiss trade.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Sentence repealed by c. I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect audepuis 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 644 h. Acquisition of personality / II. Shares before registration II. Shares issued before registering shares issued before the registration of the company are void; the commitments resulting from the subscription of shares, however, remain intact.
The authors of the program are responsible for any damage.

S. 645 H. Acquisition of personality / III. Acts done before registration III. Acts done prior to registration acts done on behalf of the Corporation before the registration result in personal and several of their authors liability.
However, when specific obligations on behalf of the future society have assumed by it within three months from the date of its registration, persons who have entered into are released, and society remains only engaged.

S. 646 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. . 647J Modification of the statutes J. amendment of the articles of any decision of the General Assembly or the Board of Directors amending the statutes must be the subject of a deed and be recorded in the register of commerce.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 648 and 649 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 650 K. increase of the share capital / I. regular increase and increase in authorized / 1. Ordinary increase K. I. increase common equity increased and authorized increase 1. Ordinary increase of the share capital increase is decided by the General Assembly; It must be performed by the Board of directors within three months.
The decision of the General Assembly must be evidenced by deed and must indicate: 1. the nominal total increase and the amount of contributions that must be performed on this basis; 2. the number, the denomination and the kind of actions, and the privileges attached to certain categories of them; 3. the issue price or the authorisation given to the Board of Directors to fix it, and the time from which the new shares give right to dividend; 4. the nature of inputs and, in the case of contribution in kind, its purpose, its estimate, the name of the contributor that it performs, as well as actions that belong to it; 5. in the event of resumption of goods, its object, the name of the seller and remuneration of the company; 6. the content and the value of specific benefits as well as the name of the beneficiary; 7. any restrictions on the transferability of registered shares new; 8. any limitation or suppression of the preferential subscription rights and the fate of the rights of preferential subscription not exercised or deleted; 9. the conditions for the exercise of preferential subscription rights acquired conventionally.

The decision of the General Assembly is null and void if, in three months, the increase of the share capital is not registered in the trade register.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 651 K. increase of the share capital / I. regular increase and increase in authorized / 2. Increase in authorized / a. statutory basis 2. Authorized increase a. statutory basis the General Assembly may, by a modification of the statutes, authorise the Board of Directors to increase the share capital within a period not exceeding two years.
The articles indicate how much roll the Board of Directors may increase the capital stock. The authorized share capital may not exceed half of the share capital prior to the increase.
The articles also contain the particulars required in the case of ordinary increase of the share capital, with the exception of those relating to the issue price, the nature of the contributions, the times of goods and the time from which the new shares entitle to dividends.
Within the limits of the authorisation, the Board of Directors may increases of the share capital. It then enacts the necessary provisions, unless they are contained in the decision of the General Assembly.
The provisions of the law of 8 November 1934 on the banks on reserve capital are reserved.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 952.0 introduced by c. 1 of the annex to the Federal law of 30 sept. 2011 (strengthening of stability in the financial sector), in force since March 1, 2012 (RO 2012 811; FF 2011 4365).

S. 651aK. increase of the share capital / I. regular increase and increase in authorized / 2. Increase in authorized / b. Adaptation of the statutes b. Adaptation of the Statute after each increase of the capital stock, the governing body reduces the nominal amount of the authorized capital stock contained in the statutes.
The expiry of the deadline for the authorized increase of the share capital, the Board of Directors decides the deletion of the statutory provision is relative.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652 K. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / a. subscription of shares 3. Provisions common a. subscription of shares the shares are subscribed in a particular document (newsletter subscription) according to the rules in force for the Foundation.
Subscription bulletin must refer to the decision to increase taken by the General Assembly or to the decision of the General Assembly to authorize the increase of the share capital and the decision to increase adopted by the Board of Directors. If an issue prospectus is required by law, the subscription bulletin refers also.
Subscription bulletin which sets no time limit loses its character mandatory three months after the signing.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652aK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / b. issue b. issue Prospectus Prospectus when new shares are offered for public subscription, the society publishes an issue prospectus giving indications on: 1. the content of the registration in the trade register, with the exception of the indications concerning the persons authorized to represent the company; 2. the amount and composition current equity with a mention of the number, nominal value and the kind of actions and privileges attached to certain categories of them; 3. the statutory provisions regarding the increase authorized or conditional capital stock; 4. the number of the dividend certificates and content of rights attached to them; 5. the latest annual accounts and group accounts with reports of review and, when the closing date of these accounts dates back to more than six months, intermediate accounts; 6. dividends paid during the last five years or since the Foundation; 7. the decision on the issuance of new shares.

Is public subscriptions call that does not address a circle limited.
If society lacks a review body, the Board of Directors commissioned an audit by an auditor report and reports on the outcome of the review in the issue prospectus.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 652bK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / c. subscription rights preferential c. preferential subscription right any shareholder is entitled to the share of newly issued shares that corresponds to its previous participation.

The decision taken by the General Assembly to increase the share capital cannot suppress the preferential subscription right for proper reasons. Include proper reasons: the acquisition of a business or parts of business or of shareholdings in a company as well as the participation of workers. No person shall be favoured or disadvantaged in a way unfounded by the removal of the preferential subscription right.
The company may not, on grounds of statutory restrictions on the transferability of registered shares, remove the exercise of the right to acquire shares to the shareholder that it has granted this right.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652cK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / d. release of inputs d. release of inputs unless otherwise provided by law, the Foundation rules apply to the release of inputs.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652dK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / e. increase through funds own e. increase by own funds the capital stock can also be increased by the conversion of own funds freely available to the company.
The amount of the increase is covered proof through the annual accounts, in the version approved by the shareholders, and the review report prepared by an auditor. If the date of closure of the accounts is older than six months, an audited interim report is necessary.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 652eK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / f. increase f. increase report Board of Directors report reflects in a written report: 1 the nature and the status of contributions in kind or property and the merits of their assessment; 2 times. the existence of the debt and the realization of the conditions necessary for its compensation; 3. the free availability of the own funds converted; 4. the implementation of the decision of the General Assembly, particularly with regard to the limitation or suppression of the right of preferential subscription and about the fate of the preferential rights exercised or removed; 5. the reasons and the merits of the specific advantages granted to certain shareholders or other persons.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652fK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / g. audit g. audit certificate an auditor certificate shall verify the report of increase and certifies in writing that it is complete and accurate.
It is not necessary to establish certification of verification when the contribution to the new share capital is provided in cash, that the capital stock shall not be increased for the resumption of property and preferential subscription rights are neither limited nor deleted.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 652gK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / h. amendment of the statutes and findings h. amendment of the articles and findings in the light of the report of increase of capital and, if necessary, the audit certificate, the Board of Directors decides the amendment of the articles and notes that: 1. all shares have been validly subscribed; 2. the promised contributions correspond to the price total emission; 3. contributions have been made in accordance with legal and statutory requirements or the decision of the General Assembly.

The decision and findings must be the subject of an authentic instrument. The public officer refers all documents at the base of the increase of the share capital and certify that they have submitted to the Board of Directors.
The modified statutes, increase report, certificate of verification, as well as contracts for contributions in kind and times of existing goods contracts are attached to the deed.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 652hK. increase of the share capital / I. regular increase and increase in authorized / 3. Common provisions / i. Inscription in the register of commerce; nullity of shares issued prior to entry i. Inscription in the register of commerce; nullity of shares issued before registration the Board of Directors requests the inclusion in the trade register of the modification of the statutes as well as findings it has made.
Shall be accompanied by: 1. the authentic acts relating to the decisions of the General Assembly and the Board of Directors, with their annexes; 2. a certified copy in accordance with the modified statutes.

Shares issued before the increase in share capital are zero; the validity of the commitments resulting from the subscription of these actions is not affected.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653 K. increase of the share capital / II. Conditional increase / 1. Principle II. Conditional increase 1. Principle the General Assembly may decide a conditional increase of capital giving the right to acquire new shares (conversion or option rights) to creditors new bonds loan or similar obligations against the company or its group member companies as well as workers in its statutes.
Share capital increases of right at the time and to the extent where the right conversion or option is exercised and the contribution obligations are fulfilled by offsetting or cash.
The provisions of the law of 8 November 1934 on the banks on the convertible capital are reserved.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 952.0 introduced by c. 1 of the annex to the Federal law of 30 sept. 2011 (strengthening of stability in the financial sector), in force since March 1, 2012 (RO 2012 811; FF 2011 4365).

S. 653aK. increase of the share capital / II. Conditional increase / 2. Limits 2. Limits the nominal amount which the share capital may be increased conditionally shall not exceed half of the existing capital stock.
Performed intake should be at least at par value.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653bK. increase of the share capital / II. Conditional increase / 3. Statutory basis 3. Statutory basis the articles must indicate: 1. the nominal amount of the increase in conditional; 2. the number, the denomination and the species action; 3. the circle of beneficiaries of the right of conversion or option; 4. the removal of the preferential subscription rights of the shareholders present; 5. the privileges attaching to certain classes of shares; 6. the restriction on the transferability of new shares.

If debt obligations or similar obligations of conversion or option rights are not offered for subscription by preference shareholders, the Statute must indicate: 1. the conditions for the exercise of conversion or option rights; 2. the bases for calculating the issue price.

Is no conversion or option granted prior to registration in the trade register of the statutory provision which introduces the conditional increase in capital.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653cK. increase of the share capital / II. Conditional increase / 4. Protection of shareholders 4. Protection of shareholders if, when a conditional increase of capital, debt obligations or other obligations which are linked to conversion or option rights are issued, these obligations must be offered for subscription on a priority basis to the shareholders proportionally to their previous participation.
This right may be limited or removed if it exists for that cause.
No person shall be advantaged or disadvantaged in a way unfounded when, by a conditional increase of capital, the preferential right of subscription should be deleted and that the right to purchase prior to borrowing is limited or removed.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).


S. 653dK. increase of the share capital / II. Conditional increase / 5. Protection of holders of a right of conversion or option 5. Protection of the holders of conversion or option rights the creditor or holder worker of a right of conversion or option to acquire registered shares cannot see his right limited by a restriction of the transferability of registered shares, unless this reserve was provided in the articles of incorporation and the prospectus.
It can be worn conversion or option rights by an increase of the share capital by the issue of new rights of conversion or option or in any other manner if the conversion price is lowered or that a fair compensation is provided in a different way to holders of these rights or if the shareholders are suffering the same injury.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653eK. increase of the share capital / II. Conditional increase / 6. Implementation of the increase / a. exercise of rights; contributions 6. Implementation of the increase. exercise of rights; inputs the right conversion or option is exercised by a written declaration which refers to the statutory requirement on the conditional increase of capital; If an issue prospectus is required by law, the declaration shall also refer to it.
The release of the contributions in cash or by set-off takes place at an institution subject to the Federal law of November 8, 1934, on banks and savings banks.
The shareholder rights are born at the time of the release of the contribution.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 952.0 s. 653fK. increase of the share capital / II. Conditional increase / 6. Implementation of the increase / b. certificate of verification b. audit certificate at the end of each fiscal year or earlier if the Governing Council so requires, a certified expert Auditor verifies if the new shares have been issued in accordance with the law, the statutes and, where appropriate, in the issue prospectus.
He attested in writing.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 653gK. increase of the share capital / II. Conditional increase / 6. Implementation of the increase / c. Adaptation of the statutes c. Adaptation of the statutes to the receipt of the audit certificate, the Board finds by deed the number, the denomination 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 year or at the time of the audit. It performs the necessary adaptation of the statutes.
The public officer finds in the deed that the audit certificate contains the required indications.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653hK. increase of the share capital / II. Conditional increase / 6. Implementation of the increase / d. registration in the trade register d. registration in the trade register within three months following the closing of the year, the Board of Directors requires the entry of the modification of the statutes to the trade register by producing the deed and the audit certificate.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 653i K. share capital increase / II. Conditional increase / 7. Treatment 7. Treatment after an expert auditor approved noted, in an audit report, the extinction of conversion or option rights, the provisions statutory relating to the conditional increase in capital must be removed by the Board of Directors.
The public officer finds in the deed that the review report contains the required indications.

Introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 654 K. increase of the share capital / III. Preferred shares / 1. Requirements III. 1 preferred shares. Conditions the General Assembly can, under a clause or an amendment of the statutes, decide to issue shares or to convert old securities to shares.
If preferred shares, it cannot be issued new shares which would prevail with the approval both of a special meeting of shareholders met to a general meeting of shareholders. Remain reserved the contrary provisions of the Statute.
This provision is also applicable in case of modification or removal of priority attached by the statutes to the preferred shares.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 655 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 656 K. increase of the share capital / III. Preferred shares / 2. Rights attached to the shares 2. Preferred shares preferred shares enjoy the benefits which are expressly conferred on them compared to the common shares in the primitive articles or following an amendment thereof. For the rest, they are assimilated to common shares.
The benefits may extend such dividends, with or without right to additional dividends to the share of liquidation and the preferential subscription rights in the event of future emissions.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656aL. entries / I. Definition; L. participation certificates provisions I. Definition; provisions applicable statutes may provide for a participation capital divided into shares (participation certificates). These participation certificates are issued for a contribution; they have a nominal value and do not confer the right to vote.
All provisions relating to equity, the action and the shareholder are applicable to the participation capital, the entry form and the participant unless the law provides otherwise.
Entries must be designated as such.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656bL. entries / II. Participation capital and share capital II. Participation capital and equity the amount of participation capital cannot exceed the double of the capital stock.
The provisions on minimum capital and the total minimum contribution shall not apply.
Limitation of the right that has the company to acquire its own shares, general reserve, imposition of a special control against the wishes of the General Assembly and mandatory notice loss capital, participation capital must be added to share capital.
The authorised or conditional increase of the share capital and participation capital shall not exceed half of the sum of the share capital and participation capital existing in all.
The creation of a capital participation can take place in the form of authorized or conditional increase.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656 CL. entries / III. Legal status of the participant / 1. In general III. Legal status of participant 1. In general the participant has neither the right to vote, or to the extent where the statutes provide otherwise, any rights relating thereto.
Are considered as rights which relate to the right to vote, the right to convene the General Assembly, the right to participate, the right to obtain information, access to documents and the right to make proposals.
If the statutes provide no right to obtain information or documents, or the right to propose the institution of a control special (art. 697a and s.), participants may send a request to the General Assembly aimed to obtain information or to consult the documents or to carry out a special inspection.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656. dL entries / III. Legal status of the participant / 2. Communication of the convening and the decisions of the General Assembly 2. Communication of the convening and the decisions of the General Assembly are communicated to participants the convocation of the General Assembly as well as the objects brought to the agenda and proposals.

Any decision of the General Assembly is filed as soon as possible at the headquarters of the company and subsidiaries registered in the trade register, so that participants can become acquainted. Participants are informed in the communication that is sent to them.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656eL. entries / III. Legal status of the participant / 3. Representation on the Board of Directors 3. Representation on the Board of Directors the statutes may recognize the participants the right to one representative on the Board of Directors.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656fL. entries / III. Legal status of the participant / 4. Proprietary rights / has. In general 4. Economic rights has. In general articles must not discriminate against participants compared to the shareholders during the distribution of the profits of the balance sheet and the proceeds of liquidation, as well as during the subscription of new shares.
If there are several classes of shares, participation certificates must at least be assimilated to the less favoured category.
Amendments to the statutes and other decisions of the General Assembly which aggravate the situation of the participants are allowed if they affect in the same measure shareholders to which participants are assimilated.
Unless otherwise provided in the Statute, privileges and social rights granted to participants by the articles may be removed or modified only with the consent of a special Assembly of the relevant participants and the general meeting of shareholders.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 656gL. entries / III. Legal status of the participant / 4. Proprietary rights / b. subscription rights preferential b. rights offering preferential during the creation of a capital participation, shareholders have the same preferential subscription rights than when issuing new shares.
The articles may provide that the shareholders may agree that actions and participants as participation warrants, if the share capital and participation capital are increased at the same time and in the same proportion.
When only the participation capital or only the share capital shall be increased or that one is increased more that the other, the subscription rights must be allocated so as to allow shareholders and participants to maintain the proportion of the capital held until then.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 657 M. dividend certificates M. Bons enjoyment the articles may provide the allocation of dividend certificates to persons related to the company by upgrades of previous funds, shareholders, creditors, workers or to persons related to the company in a similar capacity. They must indicate the number of the dividend certificates issued and content of rights attached to them.
The dividend certificates may confer only a right to a share of the resulting benefit of the balance sheet or product liquidation or a preferential right to subscription of new shares.
The right of enjoyment may have nominal value; It may not be designated as entry form or be issued against a contribution which should be credited to the assets of the balance sheet.
Holders of dividend certificates are rightfully a community to which the provisions on the community of creditors in borrowing by obligations shall apply by analogy. However, the decision to waive certain rights or all the rights deriving from the dividend certificates is mandatory for all carriers if it is taken by a majority of the holders of all outstanding bills.
Dividend certificates can be created for the founders of the company only if the initial articles so provide.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 658 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 659N. Acquisition by the company of its own shares / I. Limitations N. Acquisition by the company of its own shares I. Limitations the company may acquire its own shares if it has freely for one of its own funds equal to the amount of the expenditure required and the nominal value of all those shares does not exceed 10% of the share capital.
Where registered shares are acquired in connection with a restriction of the transferability, this limit is 20% maximum. When the company holds more than 10% of its share capital, it should reduce this share to 10% by alienating its own shares or the EMF by a reduction in two years.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 659aN. Acquisition by the company of its own shares / II. Consequences of learning II. Consequences of acquiring the right to vote linked to own shares and rights attached to them are suspended.
At the rate of detention of its own shares, the company sets a separate reserve an amount equal to their purchase price.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 659bN. Acquisition by the company of its own shares / III. Acquisition by subsidiaries III. Acquisition by affiliates if a company holds a majority stake in subsidiaries, the acquisition of its shares by these subsidiaries is subject to the same limitations and the same consequences as the acquisition by the company of its own shares.
If a company acquires a majority stake in another company which holds shares of the purchaser itself, these are considered as shares of the acquirer.
It is the responsibility of the company which owns the majority stake to set up a reserve.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

Chapter II: Rights and obligations of the shareholders art. 660 A right to the benefit and liquidation / I. In general was entitled to the benefit and liquidation I. In general any shareholder is entitled to a proportionate share of the resulting benefit of the balance sheet, insofar as the law or the statutes provide for its distribution among the shareholders.
It is entitled, upon the dissolution of the company, to a proportionate share of the proceeds of liquidation, unless the articles otherwise regulate the use of the assets of the dissolved Corporation.
The privileges conferred by the Statute to certain classes of shares are reserved.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 661. Droit to benefit and liquidation / II. Calculation of these shares II. Calculation of such shares unless otherwise provided by the Statute, the shares of profit and liquidation shall be calculated in proportion to the payments to capital stock.

S. 662 repealed by chapter I 1 BA of 23 Dec. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 662 introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). Repealed by c. I 1 of the LF of Dec. 23. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 663 repealed by chapter I 1 BA of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 663a and 663b introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). Repealed by c. I 1 of the LF of Dec. 23. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 663bB. Management report / I. Additional Indications for companies whose shares are traded / 1. Compensation report management I. Additional Indications for companies whose shares are listed on the Stock Exchange 1. Benefits corporations whose shares are listed on the stock exchange are required to specify in the annex to the balance sheet: 1. all benefits they have paid directly or indirectly to the members of the Governing Council; 2. all the allowances they are paid directly or indirectly to persons to which the governing body has delegated all or part of the management of the company (direction); 3. all benefits they have paid directly or indirectly to the members of the Advisory Council;
4. allowances paid directly or indirectly to the former members of the Board of Directors, Executive and Advisory Board when they are in relation to their former body of the company activity or when they are not in accordance with the practice market; 5. the compensation of non-conforming to the practice of the market, whether they were paid directly or indirectly to the relatives of the persons mentioned in c. 1 to 4.

Benefits include:

1. the fees, salaries, bonuses and the notes credit; 2. Directors, contributions to turnover and other contributions to the result of operation; 3. the benefits in kind; 4. participations, rights of conversion and option rights; 5. employee severance benefits; 6. bonds, obligations of guarantee, the constitution of pledges in favour of third parties and other security; 7. the waiver of claims; 8. the loads which melt or increase rights to pension benefits; 9. all the benefits paying additional work.

Must also be indicated in the annex to the balance sheet: 1. all loans and other current credits granted to members of the Board of Directors, Executive and Advisory Board; 2. the loans and other current credits granted to former members of the Board of Directors, management and Advisory Board which do not comply with the market practice; 3. loans and other current credits not in conformity with the practice of the market granted to relatives of the persons mentioned in ch. 1 and 2.

The information on allowances and credits must include: 1. the overall amount granted to the members of the Board of Directors, as well as the amount awarded to each of them, with reference to its name and its function; 2. the total amount granted to members of management, as well as the amount awarded to the Member of the Executive whose salary is high, with mention of the name and the function of this member; 3. the total amount granted to the members of the Advisory Council, as well as the amount awarded to each of them, along with its name and its function.

Allowances and credits received by relatives should be disclosed separately. There is no place to mention the names of these people. For the rest, the provisions governing information on allowances and credits granted to the members of the Board of Directors, Directorate and the Advisory Board shall apply by analogy.

Introduced by chapter I of the Federal law of 7 oct. 2005 (transparency of allowances paid to the members of the Board of Directors and management), in force since 1 Jan. 2007 (2006 2629 RO; FF 2004 4223).
New content according to chapter I 1 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 663cB. Management report / I. Additional Indications for companies whose shares are traded / 2. Participations 2. Holdings companies whose shares are listed on the stock exchange are required to specify in the annex to the balance sheet significant shareholders and their interests provided that they have knowledge or need knowledge.
Are deemed to be significant shareholders, shareholders and groups of shareholders bound by conventions of vote, with participation exceeding 5% of the total number of votes. If a lower limit in percent of property in registered shares (art. 685d, para. 1) is fixed by the statutes, this limit is decisive for the obligation to publish.
Should also be indicated the interests and the rights of conversion and option of each of the members of the Board of Directors, management and the Advisory Council including the contributions of people who are close, with mention of their name and their function.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 1 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).
Corrected by the HSO Editorial Committee. EDF. (art. 33 LREC;) 1974 1051 RO).
Introduced by chapter I of the Federal law of 7 oct. 2005 (transparency of allowances paid to the members of the Board of Directors and management), in force since 1 Jan. 2007 (2006 2629 RO; FF 2004 4223).

S. 663da 663 h introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). Repealed by c. I 1 of the LF of Dec. 23. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 664 and 665 repealed by chapter I 1 BA of 23 Dec. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 665 introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). Repealed by c. I 1 of the LF of Dec. 23. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 666 and 667 repealed by c. I 1 BA of 23 Dec. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 668 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 669 repealed by chapter I 1 BA of 23 Dec. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 670 B management report / II. Evaluation. Revaluation II. Evaluation. Reassessment if half of the share capital and legal reserves is more covered as a result of a loss resulting from the balance sheet, buildings or entries with the actual value exceeds the purchase price or the cost of returns may be revalued more up this value in order to balance the budget deficit. The amount of the revaluation shall be shown separately in the balance sheet as revaluation reserve.
Revaluation can only intervene if an auditor certifies in writing to the General Assembly that the legal conditions are met.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 1 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 671C. reservations / I. statutory Reserves / 1. Reserve General v. reserves I. statutory Reserves 1. General Reserve 5% of the profit for the year are allocated to the general reserve until it reaches 20% of the share capital paid-up.
Are also assigned to this reserve, even when it has reached the legal limit: 1. after payment of issuance costs, the proceeds of the issue of shares which exceeds the nominal in so far as it is not affected to depreciation or insurance purposes; 2. the balance of the payments on to-DOS, decreased by the loss that would have been suffered on shares issued in their place; 3. 10% of the amounts which are distributed as part of profit after the payment of a dividend of 5%.

As long as the general reserve does not exceed half of the capital stock, it can be used to cover any losses or to take measures enabling the company to maintain unprofitable operating time, prevent unemployment or to mitigate the consequences.
The provisions of para. 2, c. 3, and al. 3, shall not apply to companies whose main purpose is to acquire holdings in other undertakings (holding companies).



New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by chapter II 2 of the Federal law of March 20, 2009, on the reform of the railways 2, with effect from 1 Jan. 2010 (2009 5597 RO; FF 2005 2269, 2007 2517).
Repealed by chapter II 1 of the annex to the Federal law of 17 Dec. 2004 on the supervision of insurance, with effect from 1 Jan. 2006 (RO 2005 5269; FF 2003 3353).

S. 671aC. reservations / I. statutory Reserves / 2. Reserves for own shares 2. Reserve for own shares reserve established by the company at the rate of detention of its own shares may be dissolved within the limits of their purchase price if the shares are disposed of or canceled.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 671bC. reservations / I. statutory Reserves / 3. Revaluation reserve 3. Revaluation reserve the revaluation reserve may be dissolved only by transformation into capital stock, by depreciation or disposal of revalued assets.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 672C. reservations / II. Statutory reserves / 1. In general II. Statutory reserves 1. In general the Statute may prescribe that the reserve will be increased by amounts exceeding 5% of the profit for the year and will exceed the legally fixed 20% of the share capital paid-up.
They may also provide for the establishment of other reserves and determine the destination and the use.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 673C. reservations / II. Statutory reserves / 2. (A) of the purpose of welfare for workers 2. Purposes of welfare for workers the articles may also provide the constitution in particular reserves designed to create and support institutions of welfare for workers of the enterprise.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 674C. reservations / III. Relationship between dividend and reserves III. Relationship between dividend and reserves the dividend cannot be determined only after allocations to the legal and statutory reserves have been made in accordance with the law and the Statute.

The General Assembly may decide the constitution of reserves which are provided by the law or the statutes or that exceed the requirements, insofar as this is: 1 necessary for replacement purposes; 2. justified to ensure a sustainable manner the prosperity of the company or the distribution of a dividend as constant as possible taking into account the interests of all shareholders.

It can also, even the absence of any statutory provision, reserves on the profit resulting from the balance sheet, to create and support institutions of welfare for the benefit of workers in the undertaking or similar institutions.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 675 D. dividends, interest fees and intercalary / I. dividends D. dividends, interest fees and intercalary I. dividends this can be paid interest on the capital stock.
Dividends may be taken only on the profit resulting from the balance sheet and reserves for this purpose.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 676 D. dividends, interest fees and intercalary / II. Interim interest II. Interim interest interest amount determined, which is charged to the installation account, may be provided to shareholders for the period of the work of preparation and construction of the undertaking; It will cease to be paid from the normal operation thereof. The articles indicate, within these limits, the time from which the payment of interest will cease.
When the company decided to extend the circle of its operations, to issue new shares, it may assign them a specific interest, which is the responsibility of the installation account; This interest is granted until a date exactly fixed and which cannot be later than the commissioning of new plants.

S. 677D. dividends, interests dividers and fees / III. Directors III. Fees profit share can be attributed to the members of the Board of Directors if they are deducted from the profits of the balance sheet, after assignments to the legal reserve and the distribution of a dividend of 5% or higher rate laid down in the statutes.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 678th. Restitution of benefits / I. General e. restitution of benefits. In general the shareholders and the members of the Board of Directors, as well as people who are close to them, which received unduly and bad faith dividends, the directors, other profit shares or interim interest are obliged to refund.
They are also required to render the other benefits of the company which are in obvious disproportion with their consideration and the economic situation of the company.
The action for restitution belongs to the company and the shareholder; acting as payment to the company.
The obligation of restitution is prescribed by five years from the receipt of the benefit.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 679E. Restitution of benefits / II. Fees in bankruptcy II. Fees in bankruptcy in the event of bankruptcy of the company, the members of the Board of Directors must return the fees they have received during the three years before the opening of the bankruptcy, unless they prove that the conditions laid down by law and the statutes for the distribution of fees were met and in particular that this distribution was based on a balance sheet prepared with caution.


New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by the annex to the Federal law of June 21, 2013, with effect from 1 Jan. 2014 (2013 4111 RO; FF 2010 5871).

S. 680 f. payments of shareholders / I. object F. payments I. aim shareholders shareholders cannot be held, even by the statutes, to benefits exceeding the amount at issue for the acquisition of their titles.
They do not have the right to demand the restitution of their payments.

S. 681 f. payments of shareholders / II. Effects of the home / 1. Pursuant to the Act and articles II. Effects of residence 1. Pursuant to law and the statutes shareholders who do not release their actions in a timely manner it must default interest.
The Board of Directors may also declare that they are deprived of the rights resulting from their subscription and that their payments are acquired the company, and issue new shares in lieu of those that have been so cancelled. If the securities already issued are not rendered, the cancellation will be published in the Swiss Official Gazette of trade and, moreover, in the form laid down by the statutes.
The articles may also impose a contractual penalty remains shareholders.

New term according to ch. II 3 of the LF of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757). It was taken into account this mod. throughout the text.

S. 682 f. payments of shareholders / II. Effects of the home / 2. Calls 2. Calls if the Board of Directors proposes to declare the fallen remains shareholders of their rights of policyholders or require the execution of the criminal clause provided for by the statutes, it must publish at least three times of the calls in the Swiss Official Gazette of trade and, moreover, in the form laid down by the statutes by their outsourcing a new period of one month at least from the last publication. Forfeiture may be imposed and the application of the penalty clause may be required only if the shareholder does not pay within the new time.
For registered securities, the summation takes place via a notice sent under cover recommended to shareholders on the share register. In this case, the new period shall run from the receipt of the notice.
The shareholder notice is liable towards the company, the amount that is not covered by the new shareholder benefits.

S. 683 G. Emission and transfer / I. bearer shares G. Emission and transfer I. shares to the bearer the bearer shares may be issued only if they have been paid up to their nominal value.
Securities issued before are void. Reserved remains the action in damages.

S. 684 G. Emission and transfer / II. Shares II. Shares unless the law or the statutes, registered shares are freely transferable.
The transfer by legal act may take place by the award of the degree endorsed to the purchaser.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685 H. restrictions to the transferability / I. Restriction legal H. restrictions to the transferability I. legal Restriction registered shares which are not fully paid cannot be transferred without the approval of the company, except when it comes to shares acquired by succession, Estate Division, under the matrimonial regime or in an enforcement proceeding.
The company may refuse its approval if the solvency of the purchaser is questionable and that the security required by the company were not provided.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685aH. restrictions to the transferability / II. Statutory restriction / 1. Principle II. Statutory restriction 1. Principles the articles of association may prescribe that the transfer of registered shares is subject to the approval of the Corporation.
This restriction also applies to the establishment of a usufruct.
If the company enters into liquidation, the transferability restrictions fall.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685bH. restrictions to the transferability / II. Statutory restriction / 2. Nominative non traded / a. grounds for refusal 2. Shares not traded. grounds for refusal the company may refuse its approval on a fair ground provided for by the statutes or by offering to the seller to acquire the shares for its own account, for the account of other shareholders or of third parties at their actual value at the time of the request.
Are considered proper reasons the provisions concerning the composition of the circle of shareholders which justify a refusal with regard to the social purpose or the economic independence of the company.
In addition, the company may refuse the inclusion in the register of shares if buyer has not expressly declared that it was the shares in his own name and for its own account.
If the shares were acquired by succession, Estate Division, under the matrimonial regime or in a procedure of execution, the company may refuse its approval only if it offers to the acquirer to take over the shares at their real value.
The purchaser may request that the headquarters of the company judge determines the actual value. The company shall bear the costs of evaluation.
If the acquirer does not reject the takeover bid within the period of one month after he became aware of the actual value, the offer shall be deemed accepted.
The articles may make it harder to transfer conditions.


Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685cH. restrictions to the transferability / II. Statutory restriction / 2. Nominative non traded / b. effects b. effects both the approval of the transfer of the shares is not given, the ownership of the shares and all rights arising therefrom are the seller.
In the acquisition of shares by succession, Estate Division under the matrimonial regime or in enforcement proceedings, the title property and economic rights pass immediately to the purchaser, social rights, only at the time of approval by the company.
The approval is deemed granted if the company does not refuse it within three months following the receipt of the request or reject it wrongly.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685dH. restrictions to the transferability / II. Statutory restriction / 3. Shares traded / a. Conditions for refusal 3. Shares traded a. Conditions for refusal the company cannot refuse as a shareholder the purchaser of registered shares traded unless the statutes provide a limit in percent of the shares to which a purchaser must be recognized as a shareholder, and this limit is exceeded.
The company may also refuse the registration in the register of shares if, at his request, the acquirer has not declared specifically acquired the shares in his own name and for its own account.
If registered shares traded were acquired by succession, estate sharing or under the matrimonial property regime, the purchaser cannot be denied as a shareholder.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Corrected by the HSO Editorial Committee. EDF. (art. 33 LREC;) 1974 1051 RO).

S. 685eH. restrictions to the transferability / II. Statutory restriction / 3. Shares traded / b. Obligation to announce b. Obligation to announce if registered shares traded are sold on the stock exchange, the Bank of the alienator immediately to the company announces the name of the seller and the number of shares sold.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685fH. restrictions to the transferability / II. Statutory restriction / 3. Shares traded / c. transfer of the right c. transfer of the right if registered shares traded are acquired on the stock exchange, the rights pass to the purchaser by reason of their transfer. If registered shares traded are acquired OTC, rights pass to the purchaser as soon as the company it filed an application for recognition as a shareholder.
Up to this recognition, the purchaser may exercise voting rights arising 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 of the preferential subscription right.
Yet unrecognized purchasers by the company shall, after the transfer of the right, entered in the register of shares as a shareholder without voting rights. Their shares are not represented at the General Assembly.
In the event of unlawful refusal of the acquirer, the company is required to recognize its right to vote and the rights attached to the right to vote from the day of judgment; In addition, it is required to repair the damage that the purchaser has suffered because of his refusal unless it proves that no fault is attributable to him.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 685gH. restrictions to the transferability / II. Statutory restriction / 3. Shares traded / d. refusal d. refusal if period period the company does not refuse recognition of the buyer within 20 days, it is deemed recognized as shareholder.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 686 h. restrictions to the transferability / II. Statutory restriction / 4. Registry actions / a. registration 4. Register of shares a. registration society maintains a registry of actions, which mentions the name and address of the owners and Usufructuaries of shares. It maintains this registry so that it is can be accessed at any time in Switzerland.
The entry in the register of shares takes place in the light of a piece through the acquisition of title to property or the establishment of a usufruct.
The company is required to bear this mention on the title.
Is regarded as shareholder or usufructuary with respect to the company that is registered in the register of shares.
Exhibits registration must be kept for ten years after the cancellation of the owner or the beneficiary of the share register.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Sentence introduced by c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).
Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 686aH. restrictions to the transferability / II. Statutory restriction / 4. Registry actions / b. Radiation b. cancellation the company may, after having heard the person concerned, delete the entries in the register of the shares when they were made on the basis of false information given by the purchaser. It must be immediately informed.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 687 h. restrictions to the transferability / II. Statutory restriction / 5. Shares not fully paid up 5. Not fully paid up registered shares the purchaser of a registered share which is not fully released responds payments with respect to the company as soon as it is registered in the register of shares.
When the policyholder disposes of its action, it can be searched for the amount not paid if the company is declared bankrupt within two years following its registration in the register of trade and the successor was declared deposed of its shareholder rights.
Upon registration of the purchaser on the share register, be relieved of the obligation to make the payments, the seller who is not a Subscriber is.
As long as registered shares are not freed up to their nominal value, the amount paid must be indicated on the title.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 688 h. restrictions to the transferability / III. Interim certificates III. Interim certificates may not be established by certificates interim bearer for the bearer shares released up to their nominal value. The certificates prior to release are void. Reserved remains the action in damages.
If it is established preference interim certificates for shares in bearer form, they may be transferred only in the form provided for the assignment of receivables; However, the transfer has effect to society unless it has been communicated.
For registered shares, interim certificates must be registered. The transfer is governed by the provisions applicable to these actions.

S. 689J. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 1. Principle J. social rights inherent in the quality of shareholder I. Participation of the General Assembly 1. Principle within the General Assembly, the shareholder exercises his rights, including those concerning the designation of the bodies, the approval of the management report and the decision concerning the use of the benefit.
It can represent itself its actions to the General Assembly or to be represented by a third party who, unless otherwise provided in the Constitution, will not necessarily shareholder.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 689aJ. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 2. Legitimation with respect to company 2. Legitimation for the society can exercise social rights related to registered action anyone who is is empowered by its inclusion in the register of shares or by written authorities received from the shareholder.
May exercise social rights related to the bearer share anyone is entitled as owner as it produces the action. The Board of Directors may provide the production of another title of ownership.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 689bJ. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 3. Representation of the shareholder / has. In general 3. Representation of the shareholder has. Generally anyone who exercises social rights as representative is required to follow the instructions of the principal.

The possessor of a put in pledge, deposited or lent bearer share, cannot exercise social rights unless he has received from the shareholder a special document authorizing him to represent him.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 689cJ. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 3. Representation of the shareholder / b. By a member of an organ of the company b. By a member of an organ of the company if the company proposes to shareholders to be represented at a general meeting by a member of its bodies or by another person dependent on it, she must also appoint an independent person shareholders to be able to load to represent them.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 689dJ. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 3. Representation of the shareholder / c. By a c custodian. By a custodian to exercise social rights linked to shares received for deposit, the depositary representative requested instructions to the applicant before each General Assembly, to exercise its right to vote.
If the instructions of the applicant are not given in time, the depositary representative shall exercise the right to vote in accordance with the General instructions of the applicant; the absence of these, it follows the proposals of the Board of Directors.
Are considered as representatives depository institutions subject to the Federal law of November 8, 1934, on banks and savings as well as professional asset managers.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 952.0 s. 689eJ. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 3. Representation of the shareholder / d. Communication d. Communication organs, independent representatives and stakeholders representatives communicate to the company the number, species, the nominal value and class of shares they represent. The absence of this information, the decisions of the General Assembly are voidable under the same conditions as in the case of participation without to the General Assembly.
The president shall report such information to the General Assembly overall for each mode of representation. If, despite the request of a shareholder, it omits this information, any shareholder may attack the decisions of the General Assembly by pressing the company.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 690 j. social rights inherent in the quality of shareholder / I. Participation in the General Assembly / 4. If there are several beneficiaries 4. If there are several right holders when action is owned by several persons, they can exercise only by a common representative, the rights attached to their title.
The subject action of a usufructuary right is represented by the usufructuary; It is liable to the owner if it does not take its interests into equitable consideration.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 691 j. social rights inherent in the quality of shareholder / II. Participation without the right to Assembly II. Participation without to the General Assembly it is forbidden to abandon actions to enable the representative to exercise the right to vote to the General Assembly if this abandonment is designed to render illusory a restriction to this right.
Any shareholder may protest to the Board of directors against unlawful participation in the General Assembly or to register its opposition to the minutes of the meeting.
When people who do not have the right to participate in the General Assembly shall cooperate in one of its decisions, each shareholder may attack to justice, even without any prior protest, unless proof is made that this cooperation has exercised no influence on the decision.

S. 692 j. social rights inherent in the quality of shareholder / III. Right to vote at the General Assembly / 1. Principle III. Right to vote in the General Assembly 1. Principle shareholders exercise their right to vote at General Assembly proportional to the nominal value of all the shares that belong to them.
Each shareholder is entitled to one vote at least, even if it has only an action. The company may however limit the number of votes attributed to the holder of several actions in the statutes.
If, during a reorganisation, the value nominal shares has been reduced, the original amount can be maintained for the determination of the right to vote.

S. 693 j. social rights inherent in the quality of shareholder / III. Right to vote at the General Assembly / 2. Preferred voting shares 2. Preferred voting shares the Statute may declare voting rights will be exercised proportionally number of shares of each shareholder without regard to their nominal value, so that each share gives right to one vote.
In this case, shares of nominal value less than other shares of the company may be issued as registered shares and must be fully paid. The nominal value of the other shares cannot be more than ten times greater than that of the privileged voting shares.
The determination of the right to vote proportionate number of shares does not apply when it comes to: 1 describe the body of review; 2. appoint experts to verify all or part of management; 3. decide the establishment of a special control 4. decide the opening of a liability action.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 694 j. social rights inherent in the quality of shareholder / III. Right to vote at the General Assembly / 3. Birth of the right to vote 3. Birth of the right to vote the right to vote arises as soon as the payment set by the law or the statutes was operated on the action.

S. 695 j. social rights inherent in the quality of shareholder / III. Right to vote at the General Assembly / 4. Excluded voting rights 4. Right to vote excluded people who cooperated in a way any management of Social Affairs may take part in the decisions that give or refuse discharge to the Board of Directors.


Repealed by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 696J. social rights inherent in the quality of shareholder / IV. Control of shareholders rights / 1. Communication of the management IV. Rights of control of shareholders 1. Communication of the management report management report and the report of review are put at the disposal of the shareholders at the company's headquarters, no later than 20 days before the ordinary general meeting. Each shareholder may require that a copy of these documents be issued as soon as possible.
Holders of registered shares shall be informed by written communication, the holders of shares to bearer by a Swiss trade publication in the official journal and, in addition, in the form laid down by the statutes.
Any shareholder may still, in the year following the General Assembly, to be issued by the company the management report in a form approved by the General Assembly and the review report.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697J. social rights inherent in the quality of shareholder / IV. Control of shareholders rights / 2. Information and consultation 2. Information and consultation at the general meeting, any shareholder may request information to the Board of Directors on the company's business and the Auditors on the implementation and the results of its audit.
The information should be provided insofar as they are necessary for the exercise of shareholder rights. They may be refused when they would jeopardise the business secrets or other social interests worthy of protection.
Books and correspondence can be viewed only by virtue of an express authorization General Assembly or a decision of the Board of Directors and provided business secrets to be saved.
If information or consultation were refused, the judge rules on request.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 697aJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 1. With the agreement of the Assembly General V. law to the institution of a controls special 1. With the agreement of the General Assembly

Any shareholder may propose to the General Assembly the establishment of a special control to clarify specific matters, if this is necessary for the exercise of his rights and whether he has already used its right to be informed or to consult parts.
If the General Assembly responds to the proposal, the company or any shareholder may, within 30 days, ask the judge to appoint a special controller.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697bJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 2. In the event of rejection of the General Assembly 2. In case of refusal of the Assembly if the Assembly does not proceed with the proposal, shareholders representing at least 10% equity or shares of a par value of CHF 2 million may, within three months, ask the judge the designation of a special controller.
Applicants are entitled to the appointment of a special controller when they make it likely that the founders or organs violated the law or the statutes and that they thus caused harm to the company or to shareholders.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697cJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 3. Designation 3. Designation j. statue after hearing the company and the person who requested the special control to the General Assembly.
If the judge approved the request, it loads an independent expert of the execution of the control. It defines the purpose of the control within the query.
The judge may also entrust the special control jointly to several experts.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697dJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 4. Activity 4. Activity special control shall be carried out within a time limit useful without unnecessarily disrupting the business market.
The founders, organs, agents, workers, trustees and liquidators are required to inform the special controller on important facts. In case of dispute, the judge slice.
The special controller means the company on the outcome of the special control.
It is subject to the duty of discretion.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697eJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 5. Report 5. Report the special controller reflects the outcome of its monitoring in detail, while preserving the secrecy of the business. He presents his report to the judge.
The judge forwards the report to the company which, where appropriate, indicate the passages in the report which undermine the secret business or other social interests worthy of protection; He decides if these passages should be subtracted to the consultation of the applicants.
It gives the opportunity to the company and the claimants to take position on the clean report and ask additional questions.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697fJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 6. Deliberation and communication 6. Deliberation and communication the Board of Directors shall submit the report and the position taken at the following General Assembly.
Any shareholder may, within the year following the General Assembly require the company a copy of the report and position papers.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697gJ. social rights inherent in the quality of shareholder / V. law to the institution of a special control / 7. Costs 7. Charge if the judge approved the request to designate a special controller, it puts the advance and the costs borne by society. If special circumstances warrant, it can put all or part of the costs borne by the applicants.
If the General Assembly agreed to the special control, the company shall bear the costs.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 697: introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). Repealed by c. I 1 of the LF of Dec. 23. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 697iK. Obligation to announce the shareholder / I. announcement of the acquisition of shares to bearer K. Obligation to announce shareholder I. announcement of the acquisition of shares in bearer form anyone who acquires shares to the bearer of a company whose securities are not listed on the stock exchange is required to announce this acquisition, his name and his name is its name and its address within a period of a month to the company.
Shareholder must establish that he is the holder of the bearer share and to identify: a. as a person physics by means of a piece of official legitimacy with a photograph, particularly through his passport, identity card or driver's licence (original or copy of one of these documents); b. as a person Swiss morality by means of an extract from the trade register; c as a foreign entity with a current extract and certified compliant register of foreign trade or by means of a document of the same value.

The shareholder is required to communicate to the company any change either her name and its name or its name together with its address.
The acquisition of bearer shares issued in the form of securities within the meaning of the Act of October 3, 2008 on intermediated securities is not subject to the obligation to announce. The company means the custodian with which the bearer shares are filed or registered in the main register. This custodian must be in Switzerland.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).
RS 957.1 s. 697jK. Obligation to announce the shareholder / II. Announcement of the beneficial owner of the shares II. Announces the owner economic actions anyone who acquires, alone or in conjunction with a third party, shares of a company whose securities are not quoted stock exchange and whose participation, as a result of this operation, reaches or exceeds the threshold of 25% of the share capital or votes, is required to announce within a month to the company name the name and address of the natural person for whose account it last (economic law).
The shareholder is required to disclose to the company any modification of the name, of the name or address of the beneficial owner.
The acquisition of shares in the form of securities within the meaning of the Act of October 3, 2008 on intermediated securities is not subject to the obligation to announce. The company means the depositary from which actions are filed or registered in the main register; This custodian must be in Switzerland.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).
RS 957.1 s. 697kK. Obligation to announce the shareholder / III. Announcement from a financial intermediary and obligation to provide information incumbent on this last III. Announces with an intermediary financier and obligation to provide information incumbent on this last General Assembly may provide that the ads referred to the art. 697i and 697j concerning the bearer shares are carried out not to society but to a financial intermediary within the meaning of the Act of 10 October 1997 on money-laundering.
The Board of Directors designates the financial intermediary and communicates its identity to the shareholders.
The financial intermediary must at any time informing society on the bearer shares for which prescribed announcements were made and the detention has been established.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).
SR 955.0 art. 697lK. Obligation to announce the shareholder / IV. List IV. List the company maintains a list of the holders of bearer shares and economic beneficiaries announced to the company.
This list mentions either first name and the name or business name and the address of holders of bearer shares and economic rights holders. She mentioned the nationality and date of birth of the holders of shares to bearer.
The supporting documents of the ad within the meaning of the art. 697i and 697j must be kept for ten years after the removal of the person from the list.
If the company has designated a financial intermediary in accordance with art. 697 k, it is to him that the obligation to maintain the list and keep the supporting documents of the ad.
The list must be held so that it is can be accessed at any time in Switzerland.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).


S. 697mK. Obligation to announce the shareholder / V. failure to announce V. failure to announce the shareholder cannot exercise social rights attached to shares whose acquisition is subject to the obligations to announce as long as it did not comply with these latest.
It cannot assert the economic rights related to its actions that it has complied with its obligations to announce.
If the shareholder fails to comply with its obligations to announce within a period of one month as from the acquisition of the share, his patrimonial rights shall be extinguished. If it repairs the omission at a later date, it may assert the economic rights arising from this date.
The Board of Directors ensures that no shareholder exercises his rights in violation of its obligations to announce.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

Chapter III: Organization of society A. Assembly General s. 698 I. Powers I. Powers the general meeting of shareholders is the supreme power of the company.
It has the non-delegable right: 1. to adopt and modify the statutes; 2. to appoint the members of the Board of Directors and the Board of revision; 3. to approve the annual report and the consolidated; 4. to approve the annual accounts and determine the use of the benefit resulting from the balance sheet, in particular to set the dividend and directors; 5. granting discharge to the members of the Board of Directors; 6. take all the decisions that him are reserved by the law or the statutes.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 1 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 699 II. Convening and inclusion in the agenda of the day / 1. Right and duty II. Convening and inclusion in the agenda of the day 1. Right and obligation to the General Assembly is convened by the Board of Directors and, if necessary, by the Auditors. The liquidators and the representatives of the bondholders also have the right to convene the.
The ordinary general meeting is held each year within six months following the end of the year. extraordinary general meetings are convened as often as it takes.
One or more shareholders representing together at least 10% equity may also require the convening of the General Assembly. Shareholders who represent shares totaling a nominal value of CHF 1 million may require the inclusion of an item in the agenda. The convening and the inclusion of an item in the agenda shall be required in writing stating the objects of discussion and proposals. 
If the governing body does not following this request within an appropriate period, the convening is ordered by the judge, at the request of the applicants.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New term according to ch. II 3 of the LF of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757). It was taken into account this mod. throughout the text.
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 700II. convening and inclusion in the agenda of the day / 2. Convening mode 2. Mode of convening the General Assembly is convened according to the mode that was set by the Statute, 20 days at least before the date of the meeting.
Are mentioned in the convening of the General Assembly the objects brought to the agenda, as well as the proposals of the Board of Directors and shareholders who requested the convening of the Assembly or the inclusion of an item in the agenda.
No decision may be taken on items that were not duly brought to the agenda, with the exception of the proposals tabled by a shareholder to convene an extraordinary general meeting, to establish a special control or to elect a body to review.
It is not necessary to announce in advance the proposals falling within the scope of the objects brought to the agenda or the discussions that must not be followed by a vote.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 701 II. Convening and inclusion in the agenda of the day / 3. Meeting of shareholders 3. Meeting of shareholders the owners or representatives of all shares may, if there's no opposition, hold a general meeting without observing the manner prescribed for its convening.
As long as they are present, this Assembly has the right to deliberate and decide validly on all objects that are within the purview of the General Assembly.

S. 702III. Preparatory measures; minutes III. Preparatory measures; minutes the Board of Directors takes measures to acknowledge the right of the shareholder vote.
It ensures the preparation of the minutes. It mentions: 1. the number, species, the nominal value and class of shares represented by shareholders, bodies, as well as independent representatives and stakeholders; 2. decisions and the outcome of the elections; 3. requests for information and responses data; 4. statements which shareholders seek registration.

Shareholders have the right to consult the minutes.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 702aIV. Participation of members of the Board of Directors IV. Participation of members of the Board of Directors members of the Board of Directors have the right to participate in the General Assembly. They can make proposals.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 703 V. Decisions and elections / 1. General V. Decisions and elections 1. In general if the law or the statutes do not provide otherwise, the General Assembly takes its decisions and carries out the elections by an absolute majority of the votes allocated to the shares represented.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 704V. Decisions and elections / 2. Important decisions 2. Important decisions a decision of the General Assembly gathering at least two-thirds of the votes allocated to the shares represented and the absolute majority of the represented nominal values is necessary for: 1. the amendment of the social purpose; 2. the introduction of shares voting preferred; 3. the restriction of the transferability of the shares registered; 4. the authorised or conditional capital stock increase or the creation of capital reserve according to the art. 12 of the law of 8 November 1934 on banks; 5. the increase of the share capital through equity, against contribution in kind or for the resumption of property and the granting of benefits individuals; 6. limitation or suppression of preferential; 7 subscription rights. the transfer of the seat of the company; 8. the dissolution of the company.

The statutory provisions which provide for certain decision-making one more strong majority than that provided by the law may be adopted on the expected majority.
Holders of registered shares who have not acceded to a decision relating to the transformation of the social purpose or the introduction of preferential voting shares are not bound by the statutory restrictions on the transferability of the shares for a period of six months from the publication of this decision in the Official Gazette Swiss trade.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to Chapter 1 of the annex to the Federal law of 30 Sept.. 2011 (strengthening of stability in the financial sector), in force since March 1, 2012 (RO 2012 811; FF 2011 4365).
RS 952.0 new content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 704aV. Decisions and elections / 3. Conversion of registered shares into bearer shares


3 conversion of registered shares into bearer shares the General Assembly may decide, at the majority of the votes cast, convert shares into registered shares bearer. Articles must not harden the conditions of conversion.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 705 VI. Right to revoke the Board of Directors and the Auditors VI. Right to revoke the Board of Directors and the Auditors General Assembly may revoke the members of the Board of Directors and the Auditors, as well as all proxy proxies and agents appointed by it.
Reserved remains revoked persons damages action.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 706 VII. Right to challenge the decisions of the General Assembly / 1. Standing and reasons VII. Right to challenge the decisions of the General Assembly 1. Standing and reasons the Board of Directors and each shareholder can sue General Assembly decisions that violate the law or the statutes; the action is directed against the company.
Are cancelable particularly decisions that: 1 delete or restrict the rights of shareholders in violation of the law or the articles of incorporation; 2. delete or restrict the rights of shareholders in a manner based; 3. result for shareholders in unequal treatment or injury not justified by the purpose of the company; 4. remove the profit of the company without the consent of all the shareholders.

and...
Judgment which annuls a decision of the General Assembly is opposable to all shareholders, and each of them can rely.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733, FF 1983 II 757 RO).

S. 706aVII. right to challenge the decisions of the General Assembly / 2. Procedure 2. Procedure action turns off if it is not exercised at the latest within two months following the General Assembly.
If the action is brought by the Board of Directors, the judge refers to a representative of the company.


Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by c. II 5 of Schedule 1 to the CPC from 19 Dec. 2008, with effect from 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 706bVIII. nullity VIII. Void is void in particular decisions of the General Assembly that: 1 delete or limit the right to take part in the General Assembly, the right to minimum vote, the right of action or other rights of shareholders guaranteed by provisions mandatory Act; 2. restrict the rights of control of shareholders more than permits Act or 3. neglect the basic structures of the company or affect the provisions of capital protection.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

B. Board of Directors art. 707 I. In general / 1. Eligibility I. In general 1. Eligibility the Board of Directors of the company is composed of one or several members.

When a corporation or a corporation is a member of the society, it cannot have the quality of Member of the Board of Directors, but its representatives are eligible in its place.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Repealed by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 708 repealed by chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 709I. / 2. Representation of categories and groups of shareholders 2. Representation of categories and groups of shareholders if there are several classes of shares with respect to voting rights or property rights, statutes provide to each of them the election of a representative at least to the Board of Directors.
The statutes may provide for special provisions to protect minorities or groups of shareholders.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 710I. / 3. Term of office 3. Duration of the functions the members of the Board of Directors are elected for three years, unless otherwise provided in the articles of Association. However, the term of office cannot exceed six years.
The members of the Board of Directors are eligible for re-election.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 711 repealed by chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 712II. Organization / 1. President and Secretary II. Organization 1. President and Secretary Board of Directors designates its Chairman and Secretary. It does not necessarily belong to the Council.
If the articles so provide, the president may be elected by the General Assembly.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 713II. Organization / 2. Decisions 2. Decisions the decisions of the Board of Directors are taken by a majority of the votes cast. President a casting vote, unless otherwise provided in the articles of Association.
They can also be taken in the form of an approval given to writing a proposal, unless a discussion is required by one of the members of the Board of Directors.
The deliberations and decisions of the Board of Directors are recorded in minutes signed by the Chairman and the Secretary.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 714II. Organization / 3. Decisions null and void 3. Decisions null the grounds for nullity of the decisions of the General Assembly shall apply by analogy to the decisions of the Board of Directors.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 715II. Organization / 4. Right to convening 4. Right to the convening each Member of the Board of Directors may require the president, indicating the reasons the immediate convening of the Board of Directors at a meeting.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 715aII. Organization / 5. Right to information and consultation 5. Right to information and consultation each Member of the Board of Directors has the right to obtain information on all the company's business.
During the meetings, each Member of the Board of Directors may require information from other members as well as of those responsible for the management.
Outside the meetings, each Member of the Board of Directors may require the persons responsible for the management of information on the market of the company and, with the permission of the president, on specific cases.

Insofar as this is necessary for the fulfilment of its tasks, each Member of the Board of Directors may ask the president of books or records production.
If the president rejects a request for information, hearing or consultation, Governing Council slice.
Regulations or decisions of the Board of Directors, which extend the right to information and consultation of the documents of the members of the Board of Directors, are reserved.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 716III. responsibilities / 1. In general III. Assignments 1. In general the Governing Council can take decisions on all matters that are not attributed to the General Assembly by the law or the statutes.
It manages the Affairs of the society to the extent where it has not delegated to the management.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 716aIII. functions / 2. Inalienable responsibilities 2. Inalienable powers the Board of Directors has the following inalienable and non-transferable duties: 1 exercise the Corporation's senior management and establish the instructions required; 2. fix the Organization; 3. establish the principles of accounting and control financial and financial plan insofar as it is necessary for the management of the company; 4. appoint and dismiss the persons responsible for the management and representation; 5. exercise supervision on the persons responsible for the management to ensure inter alia that they comply with the law, the statutes, regulations and instructions data; 6. make the management report, prepare the Assembly and execute its decisions; 7. inform the judge in the case of over-indebtedness.

The Board of Directors may distribute among its members, taken individually or grouped into committees, the charge to prepare and execute its decisions or monitor certain cases. It ensures that its members are properly informed.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Corrected by the HSO Editorial Committee. EDF. (art. 33 LREC;) 1974 1051 RO).

S. 716bIII. responsibilities / 3. Delegation of management 3. Conferral of management the articles may authorise 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 rules of organization.
This regulation lays down rules for the management, determines the staffing requirements, defines the powers and rule in particular the obligation to report. At the request of shareholders or creditors of the company, making it likely the existence of an interest worthy of protection, the Board of Directors informs them in writing to the subject of the management organization.
When the management has not been delegated, it is exercised jointly by all members of the Board of Directors.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 717IV duties of diligence and loyalty IV. Duties of diligence and loyalty members of Governing Council, as well as third parties dealing with the management, perform their functions with diligence and faithfully ensure the interests of the company.
They must treat the same way the shareholders who are in the same situation.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 718V. Representation / 1. In general V. Representation 1. In general the Board of Directors represents the company towards third parties. Unless the articles or the Organization regulations, each Member of the Board of Directors has the power to represent the company.
The Board of Directors may delegate the power of representation to one or more of its members (delegates) or to third parties (directors).
A member of the Board of Directors at least shall have authority to represent the company.
Society must 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 share register and to the list referred to in art. 697l at least that this list be required by a financial intermediary.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (law of liability limited; adaptation of rights the company, cooperative society, the register of trade and trade reasons) (RO 2007 4791; FF 2002 2949, 2004 3745). New content according to c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 718aV. Representation / 2. Scope and limitation 2. Scope and limitation the persons authorized to represent the company have the right to do on behalf of all acts that may involve the social purpose.
A limitation of these powers have no effect against third parties of good faith; are exception clauses listed in the commercial register which concern the exclusive representation of the principal place of business or branch or the common representation of the company.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 718bV. Representation / 3. Contract between the company and its representative 3. Contract between the company and its representative if the company is represented by the person with whom it enters into a contract, it must be passed in writing. This requirement does not apply to current operations for which the benefit of the company does not exceed 1000 francs.

Introduced by chapter I of the Federal law of 4 oct. 1991 (1992 733 RO; FF 1983 II 757). New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 719 V. Representation / 4. Signature 4. Signing the persons authorized to represent the company sign by adding their personal signature name.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 720 V. Representation / 5. Registration 5. Registration the Board of Directors is required to communicate to the attendant at the register of commerce, for inclusion, the names of the persons who have the right to represent the company, producing the certified copy of the document which gives them this right. They affix their signature in the presence of the official in the registry or the file duly legalized.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 721V. Representation / 6. Proxies proxy and commercial agents 6. Based proxy and commercial agents the Board of Directors may appoint officers of proxy and other commercial agents.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 722VI. responsibility for the VI bodies. Responsibility for bodies the company answers of unlawful acts committed in the management of its affairs by a person authorized to manage or represent it.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 723 and 724 repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 725VII. loss of capital and debt / 1. Obligatory opinions VII. Loss of capital and debt 1. Mandatory notification it is clear from the last annual balance sheet that half of the share capital and legal reserves is more covered, the Governing Council shall immediately convene a general meeting and offers remediation.
If there are serious reasons to admit that society is indebted, an interim report is prepared and submitted to the verification of an auditor. If it is clear from this review that the debts are covered when goods are estimated at their value, or when they are at their liquidation value, the Board of Directors shall notify j., unless the company's creditors don't accept that their claim is placed at a rank lower than that of all other claims of the company to the extent of this inadequacy of the assets.

If the company does not review body, it belongs to the approved auditor to mandatory opinions ascribed to the review body limited control.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 725aVII. loss of capital and debt / 2. Opening or postponement of bankruptcy 2. Opening or deferment of the bankruptcy in the light of the opinion, the judge declares bankruptcy. It may adjourn, at the request of the Board of directors or of a creditor, if remediation of society seems possible; in this case, it takes measures for the preservation of its assets.
The judge may appoint a trustee and either deprive the Board of its power of disposition or make decisions on the agreement of the trustee. It defines in detail the powers.
The postponement of bankruptcy is published only if the protection of third parties so requires.

Introduced by chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 726 VIII. Revocation and suspension VIII. Revocation and suspension the Board of Directors may at any time revoke committees, delegates, directors, as well as all proxy proxies and agents appointed by him.
Similarly, it may at any time suspend the exercise of their functions in proxy proxies and agents designated by the General Assembly, it will convene then immediately the latter.
Remains reserved action for damages of persons revoked or suspended in the exercise of their functions.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

C.Organe to review s. 727 I. Obligation to review / 1. Ordinary audit I. review Obligation 1. Regular control the following companies are required to submit their annual accounts and, where appropriate, their group accounts to the ordinary of a review body control: 1. societies open to the public, either corporations: a. who have equity securities traded, b. which are debtors a borrowing obligations, c. whose assets or turnover represent 20% or more of assets or turnover of Auditors of Group of a company within the meaning let. a and b;

2. corporations that during two successive years, exceed two of the following values: a. total balance sheet: 20 million francs, b. turnover: 40 million francs, c. effective: 250 annual average full-time jobs;

3. companies that have the obligation to establish group accounts.

A regular audit is also required when shareholders representing together at least 10% of the share capital so require.
When the Act does not require an ordinary audit of the annual accounts, this control can be provided by the statute or decided by the General Assembly.

New content according to chapter I of the Federal law of June 17, 2011 (law review), in force since 1 Jan. 2012 (2011 5863 RO; FF 2008 1407). See also the disp. Trans. of this mod at the end of the text.

S. 727a I. Obligation to review / 1. Regular control / 2. Restricted control 2. Control restricts where a regular control conditions are not met, the company submits its annual accounts to the limited control of a review body.
With the consent of all the shareholders, the company may waive the restricted control when its strength does not exceed ten average annual full-time jobs.
The Board of Directors may in writing require the consent of the shareholders. It may set a deadline for response of at least 20 days and tell them that a failure to reply is equivalent to a consent.
Where shareholders have waived the restricted control, this waiver is also valid the following years. Each shareholder has however the right to require a control restricted no later than ten days before the General Assembly. It shall then elect the Auditors.
Necessary, the Board of Directors proceeded to the adaptation of the statutes and requires the Auditors to be removed from the register of commerce.

S. 727b II. Requirements to the review bodies / 1. For a regular control II. Requirements to the review bodies 1. For a regular control societies open to the public means an undertaking to review subject to the supervision of the State under the law of 16 December 2005 on the supervision of the revision as auditors. They also charge a company for review submitted to the supervision of the State checks which, by law, must be performed by an auditor or by an authorized expert auditor.
Other companies held in an ordinary audit designate as auditors a certified expert auditor within the meaning of the law of 16 December 2005 on the supervision of the revision. They must also load an expert auditor approved checks which, by law, must be carried out by an approved auditor.

RS 221.302 s. 727 c II. Requirements to the review bodies / 2. To control restricted 2. For a limited control corporations held in a restricted control point as auditors an auditor approved within the meaning of the law of 16 December 2005 on the supervision of the revision.

RS 221.302 s. 728 III. Regular control / 1. Independence of the body of revision III. Regular control 1. Independence of the Auditors the Auditors must be independent and form its assessment in all objectivity. Its independence must be neither restricted in fact or appearance.
In particular, the independence of the Auditors is incompatible with: 1. membership in the Board of Directors, other functions decision-making within society or work with her relations; 2. direct participation or indirect involvement in equity or debt or a debt the company significant; 3. a close relationship between the person who runs the review and one of the members of the Board of Directors, another person with decision-making functions or a shareholder important; 4. collaboration in the keeping of the accounts as well as the provision of other services that result in the risk of having to control his own work as a body of review; 5. the acceptance of a term that causes dependence economic; 6. the conclusion of a contract under conditions conforming to the rules of the market or of a contract by which the Audit Board acquires an interest in the result of the control; 7. the acceptance of gifts of value or of special benefits.

The independence provisions apply to all participants in the review. If the Auditors is a partnership or a corporation, these provisions shall apply also to the members of the top management body or of administration and others who exercise decision-making functions.
No employee of the Auditors do not participate in the review cannot be a member of the Board of Directors of the company subject to the control or exercise within other decision-making functions.
Independence is not guaranteed nor when people close to the review body, of people participating in the review, members of the senior executive or governing or others who exercise decision-making functions fail to fulfil the requirements for independence.
The independence provisions extend also to those companies which joined together under a single management with the company subject to the control or the Auditors.

S. 728a III. Regular control / 2. Responsibilities of the Auditors / a. purpose and scope of review 2. Responsibilities of the Auditors a. purpose and scope of the Audit Board control checks: 1. If the annual accounts and, where appropriate, group accounts are in accordance with legal provisions, the statutes and the reference framework chosen; 2. If the proposal of the Board of Directors to the General Assembly concerning the use of the benefit is consistent with the legal provisions and the statutes; 3. If there is a system of internal control.

The auditors consider internal control system when execution control and the determination of its scope.
The manner in which the Board of Directors runs the company is not subject to the control of the Auditors.

S. 728b III. Regular control / 2. Responsibilities of the Auditors / b. review b. review report the Auditors report established for the Board of directors a detailed report containing findings the establishment of accounts in the system of internal control as well as the execution and the result of the check.

The Auditors establishes a written report that summarizes the results of the review to the General Assembly. This report contains: 1. a notice on the result of the control; 2. indications attesting to the independence of the Auditors; 3. indications on the person who led the review and his qualifications professional; 4. a recommendation to approve, with or without reserve, annual accounts and group accounts, or to deny it. Both reports must be signed by the person who conducted the review.

S. 728 III. Regular control / 2. Responsibilities of the Auditors / c. mandatory notice c. mandatory opinions if the review body finds violations of the Act, the articles or organisational regulations, it notifies in writing the Board of Directors.
The review body also informs the General Assembly when it finds a violation of the Act or the articles of Association: 1. If it is serious; OU2. If the Board fails to take appropriate measures after a warning written by the Auditors.

If the company is clearly overindebted, and the governing body fails to notify the judge, the Auditors warned the latter.

Corrected by the HSO Editorial Committee. EDF. (art. 58, para. 1, PA;) RS 171.10).
Corrected by the HSO Editorial Committee. EDF. (art. 58, para. 1, PA;) RS 171.10).

S. 729 IV. Limited control (review) / 1. Independence of the Auditors IV. Limited control (review) 1. Independence of the Auditors the Auditors must be independent and form its assessment in all objectivity. Its independence should be restricted either in fact or appearance.
Collaboration in the keeping of the accounts and the provision of other services to the company subject to the control are allowed. If there is a danger to control his own work, a secure control must be guaranteed by implementing appropriate measures on the plan of the Organization and staff.

S. 729a IV. Limited control (review) / 2. Responsibilities of the Auditors / a. purpose and scope of review 2. Powers of the Board of revision a. object and extent of the Audit Board control checks whether there are facts which it follows: 1. that the annual accounts are not consistent with the legal provisions and articles; 2. the proposal of the Board of Directors to the General Assembly concerning the use of the benefit does not conform to the legal provisions and the Statute.

The control is limited to hearings, in analytical control operations and appropriate detailed audits.
The manner in which the Board of Directors runs the company is not subject to the control of the Auditors.

S. 729b IV. Limited control (review) / 2. Responsibilities of the Auditors / b. review b. review report the Auditors report establishes to the General Assembly a written report summarizing the outcome of the review. This report contains: 1. a reference to the character of control; 2. a notice on the outcome of the review; 3. indications attesting to the independence of the Auditors and, where appropriate, their collaboration in the keeping of the accounts as well as the provision of other services to the company subject to the control; 4. indications on the person who led the review and his professional qualifications. The report must be signed by the person who conducted the review.

S. 729c IV. Limited control (review) / 2. Responsibilities of the Auditors / c. notice mandatory c. mandatory notice if society is clearly overindebted and the Board of directors fails to notify the judge, the Auditors warned the latter.

S. V. provisions common 730 / 1. Election of the Auditors V. common provisions 1. Election of the Auditors the General Assembly elects the Auditors.
Are eligible as a body to review one or more natural or legal persons and partnerships.
Controls the finances of public authorities or their collaborators are eligible as auditors if they meet the conditions required by this Act. The independence provisions shall apply by analogy.
At least one of the Auditors must have in Switzerland domicile, headquarters or a branch registered in the trade register.

S. 730a V. provisions common / 2. Term of office of the Auditors 2. Operating time of the Auditors the Auditors is elected for a period of one to three fiscal years. Its mandate ends with the approval of the latest annual accounts. He may be reappointed.
Regular monitoring, the person conducting the review may exercise this mandate for seven years at most. It may resume the mandate after a hiatus of three years.
When a review body resigns, they must indicate the reasons in the Board of Directors; the latter shall communicate them to the next General Assembly.
The General Assembly may, at any time, revoke the Auditors with immediate effect.

S. 730b V. provisions common / 3. Information and secrecy 3. Information and secrecy the Board of Directors shall submit all documents to the review body and communicates all the information it needs to carry out its tasks; on request, it forwards this information in writing.
The Auditors keeps its findings confidential, unless not required by law to reveal them. It guarantees the secrecy of the business of the company when it makes its report, when conducting mandatory opinions and when it provides information at the general meeting.

S. 730c V. provisions common / 4. Documentation and conservation of the 4 pieces. Documentation and conservation of the parts the Auditors writing logs all benefits it provides for revision; In addition, it must keep the review reports and all important parts for ten years. The data recorded on computer media must be accessible for a period of the same duration.
Parts are to effectively monitor compliance with the legal provisions.

S. 731 V. provisions common / 5. Approval of accounts and use of the benefit 5. Approval use of earnings for companies that have the obligation to have their annual accounts and, where appropriate, their accounts of group by a body for review, review report and accounts must be available until the General Assembly approves the annual accounts and group accounts and to decide on the use of the benefit.
If ordinary audit, the Auditors must be present at the General Assembly. It may waive the presence of the Auditors by a decision taken unanimously.
If the review report has not been submitted, the decisions of approval of the annual accounts and group accounts as well as the decision concerning the use of the benefit is void. If the provisions concerning the presence of the Auditors are not met, these decisions are voidable.

S. 731a V. provisions common / 6. Special provisions 6. Special provisions the Statute and the General Assembly can set more in details the Organization of the review body and extend its remit.
The Auditors cannot be entrusted with powers to the Board of Directors nor tasks that would jeopardize its independence.
The General Assembly may appoint experts to control all or part of the management.

D.Carences in the Organization of society article 731b when the company has not all prescribed bodies or one of these organs is not composed in accordance with the requirements, a shareholder, a creditor or the commercial register attendant may require the judge to take the necessary measures. In particular, the judge may: 1 set a deadline for the company to restore the legal situation, under penalty of dissolution; 2. appoint the body which is defect or a Commissioner; 3. pronounce the dissolution of the company and ordering its winding-up according to the provisions applicable to bankruptcy.

If the judge appoints the body which is lacking or a Commissioner, it determines the duration for which the appointment is valid. It compels society to bear the costs and pay a retainer to the appointees.
The Corporation may, for proper reasons, apply to the judge the revocation of persons he has appointed.

Chapter IV: Reduction of the share capital art. 732. Décision reduction A. Decision reduction when a company intends to reduce its share capital without simultaneously replacing the amount of the reduction by new equity to pay entirely, the General Assembly should amend the statutes.
The General Assembly cannot take such a decision if a certified expert auditor confirms in an audit report that claims are fully covered by the thin capitalization. The expert auditor shall be present at the General Assembly.
The decision is the result of the review report and indicates how the reduction of the share capital must be.
Any accounting gain resulting from the reduction of the share capital shall be assigned exclusively to depreciation.
Equity cannot be reduced to an amount less than 100,000 francs than if it is simultaneously replaced by a new capital of 100,000 francs at least, which must be fully paid.


New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 732aB Destruction of the actions in the case of sanitation B. Destruction of the actions in the case of sanitation when, for purposes of remediation, the share capital is reduced to zero, then rose again, shareholder rights are removed by the reduction of the share capital. The shares must be destroyed.
In the context of the increase of the share capital, shareholders have a preferential subscription right which cannot be removed.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 733 C notice to creditors C. notice to creditors when the General Assembly decided to reduce the share capital, the Board of Directors published decision three times in the Swiss Official Gazette of trade and, moreover, in the form provided for in the statutes and notify creditors that, in the two months following the third publication in the Official Gazette Swiss trade they can produce their claims and require to be disinterested or guaranteed.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 734 D. D. Operation of reduction the reduction of the share capital reduction Operation can only be made after the deadline for creditors has expired and that the advertised creditors were disinterested or guaranteed and may not be recorded that after it was found by an act that genuine requirements of this chapter have been observed. The review report is attached to the deed.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New wording of the sentence according to ch. I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 735 E. Reduction in case of deficit balance E. Reduction in case of balance sheet deficit if, to remove a passive surplus recorded in the balance sheet and resulting losses, reduced company the share capital of an amount exceeding not the reduction, the Board of Directors can go to notify creditors and ignore them or guarantee them.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

Chapter V: Dissolution of society article 736. Dissolution in general / I. Causes A. Dissolution generally I. Causes the society is dissolved: 1. in compliance of the statutes; 2. by a decision of the General Assembly established as authentic; 3. by the opening of the bankruptcy; 4. by a judgment, when shareholders together accounting for 10% at least of the capital stock require the dissolution for proper reasons. In place, the judge may adopt another adapted to the circumstances and acceptable solution for the parties concerned; 5. for other reasons provided by law.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 737 A dissolution in general / II. Entry in the register of trade II. Registration in the register of trade except in the case of bankruptcy or judicial decision, the dissolution is registered in the trade register at the instance of the Board of Directors.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 738 A dissolution in general / III. III. consequences. Consequences the dissolved Corporation shall enter into liquidation, except in the case of merger, division or transfer of its assets to a corporation of public law.

New content according to Chapter 2 of the annex to the LF of 3 oct. 2003 on the merger, in force since 1 Jul. 2004 (RO 2004 2617; FF 2000 3995).

S. 739 B dissolved with liquidation / I. The company during its liquidation. Jurisdiction B. dissolved with liquidation I. The company during its liquidation. Jurisdiction as long that the distribution to shareholders is not completed, the company into liquidation keeps his personality and retains its name, to which is added the words "in liquidation".
During liquidation, the powers of the social organs are restricted to acts that are necessary for this operation and, by their nature, are point the responsibility of liquidators.

S. 740 B dissolved with liquidation / II. Designation and revocation of liquidators / 1. Designation II. Designation and revocation of liquidators 1. Designation the liquidation takes place by care of the Board of Directors, unless the articles of incorporation or the general meeting shall designate other liquidators.
Liquidators are inscribed on the register of commerce, by the Board of Directors care, even if the latter is in charge of the liquidation.
One of the liquidators must at least be domiciled in Switzerland and have authority to represent the company.
If the company is dissolved by a court decision, the judge shall appoint the liquidators.
Bankruptcy, liquidation is done by the administration of the mass, in accordance with the rules of bankruptcy. The organs of the company retain the power to represent it when their intervention is still necessary.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 741 B dissolved with liquidation / II. Designation and revocation of liquidators / 2. Revocation 2. Revocation General Assembly may, at any time, revoke the liquidators whom she has appointed.
At the request of a shareholder and if there are justifiable reasons, the judge may revoke of liquidators and, if necessary, appoint others.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 742 B dissolved with liquidation / III. Object of liquidation / 1. Balance sheet. Call to creditors III. Object of liquidation 1. Balance sheet. Call to creditors liquidators shall draw up a balance sheet upon their entry into function.
For this purpose, creditors are aware of the dissolution of the company and summoned to publicize their claims, those who are mentioned in the books or otherwise known by special notice, those who are unknown or whose domicile is ignored, by publication in the Swiss Official Gazette of commerce and, moreover, in the form laid down by the statutes.

S. 743 B dissolved with liquidation / III. Object of liquidation / 2. Other obligations 2. Other obligations the liquidators end business as usual, cover, where necessary, yet unoperated payments on the shares, realize the assets and execute the liabilities of the company, unless it does not balance and appeal to the creditors that the assets covers more debts.
If the assets covers more debts, they shall inform the judge. It declares bankruptcy.
They represent the company for acts necessitated by the liquidation; they can argue, compromise, compromise and even, as appropriate, undertake new operations.
Unless otherwise decided by the General Assembly, the liquidators may also sell assets by private contract.
When the liquidation continues, the liquidators are required to draw up interim annual checkups.
The company responds of unlawful acts committed by the liquidators in the exercise of their functions.

S. 744 B dissolved with liquidation / III. Object of liquidation / 3. Protection of creditors 3. Protection of creditors

If known creditors failed to produce, the amount of their claims is logged in justice.
A corresponding sum should be also recorded for bonds maturing or contentious society, unless the creditors receive equivalent securities or asset allocation be adjourned until the settlement of these obligations.

S. 745 B dissolved with liquidation / III. Object of liquidation / 4. 4 asset allocation. Distribution of assets after payment of debts, the assets of the dissolved Corporation is, except otherwise provided in the articles, distributed among the shareholders in proportion to their payments and taking into account the privileges attaching to certain classes of shares.
This distribution can be done only after the expiry of one year from the day where the call to creditors has been published for the third time.
A distribution can take place after a period of three months if a certified expert auditor certifies that the debts are off and that the circumstances allow to deduce that no third party interest is put at risk.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 746 B dissolved with liquidation / IV. Radiation in the commercial register of the IV. Radiation in the register of commerce after the end of the liquidation, the liquidators are required to notify the attendant at the trade register that the name is off.

S. 747 B dissolved with liquidation / V. Conservation of the share register, books the company and list V. Conservation of the share register, books of the company and the share register list, books of the company, the list referred to in art. 697l and supporting documents that concern, must be kept for ten years after the cancellation of the company in a place safe. It is designated by the liquidators or, if the latter cannot agree, by the office of the trade register.
The register of actions and the list must be kept so that it is can be accessed at any time in Switzerland.

New content according to c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 748-750 c. Dissolution without liquidation / I....

V. Dissolution without liquidation I....

Repealed by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, with effect from 1 July. 2004 (RO 2004 2617; FF 2000 3995).

S. 751 C dissolution without liquidation / II. Taken by a corporation of public law II. Revived by a corporation of public law when the assets of a company are resumed by the Confederation, a canton or, under the guarantee of the canton by a district or a municipality, the liquidation can be conventionally excluded if the General Assembly agrees.
General Assembly is pronounced following the rules applicable to dissolution, and its decision is entered in the register of commerce.
From this registration, the transfer of assets and liabilities is accomplished, and the name of the company must be struck out.

Chapter VI: Responsibility art. 752 A responsibility / I. For the prospectus A. liability I. For the prospectus those who, at the founding of a company or an emission shares, bonds or other securities, were inserted intentionally or by negligence, in the issue prospectus or similar documents, the information inaccurate, misleading or not comply with the legal requirements, have released or participated in such acts, respond to the purchasers of the titles of the damage they have caused.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 753 A responsibility / II. In the acts of Foundation II. In the acts of Foundation the founders, the members of the Board of Directors and all those who cooperate in the Foundation of a company meet his regard and to each shareholder and creditor social damage they cause them: 1. specifying how inaccurate or misleading, concealing or disguising, intentionally or negligently, contributions in kind reversals of goods or particular advantages granted to shareholders or to other people, in the statutes, in a report of Foundation or an increase in share capital, or any other illegal manner during the approval of such a measure; 2. making register, intentionally or negligently, the company in the trade register on the basis of a certificate or some other document which would contain guidance inaccurate; 3. contributing knowingly to what are accepted subscriptions from insolvent persons.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 754 A responsibility / III. In the administration, management and liquidation III. In the administration, management and liquidation the members of the Board of Directors and all those involved management or liquidation respond towards society, as well as towards each shareholder or social creditors, the damage they cause to their missing intentionally or by negligence in their duties.
Responds that in a lawful manner, delegates to another body the exercise of an award, the damage caused by the latter, unless he proves taking for the selection, training and monitoring, all care ordered by the circumstances.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 755 A responsibility / IV. In the revision IV. In the revision all persons involved in the verification of the annual accounts and accounts group, the Foundation, and the increase or reduction of share capital meet towards the company, as well as WS each shareholder or social creditors, the damage they cause to their missing intentionally or by negligence in their duties.
If the audit was conducted by a control of the finances of the public authorities or by a collaborator of these, the responsibility lies with the relevant public authority. The public authority may be used against persons who participated in the audit according to the rules of public law.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 756 B damage suffered by the company / I. claims out of bankruptcy B. damage suffered by the company I. claims out of bankruptcy for the damage caused to the company, the company and each shareholder have the right of action. The shareholders may not act as a payment of damages to the company.


New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
Repealed by c. II 5 of Schedule 1 to the CPC from 19 Dec. 2008, with effect from 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 757 B damage suffered by the company / II. Claims in bankruptcy II. Claims in bankruptcy in the bankruptcy of the injured Corporation, social creditors also have the right to ask the payment to the company for damages. However, the rights of shareholders and the social creditors shall be exercised by the administration of the bankruptcy.
If the bankruptcy administration decides not to exercise these rights, any shareholder or social creditor may do so. The product is first used to cover the claims of plaintiffs creditors, in accordance with the provisions of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy. The plaintiff shareholders participate in the surplus to the extent of their participation in society; the rest falls into the mass.
Is reserved for the assignment of the company in accordance with art. 260 the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
RS 281.1 s. 758 B damage suffered by the company / III. Effect of discharge III. Effect of discharge in respect of the facts disclosed, the discharge given by the General Assembly is enforceable against the company and the shareholder which has acceded to the discharge or who acquired the shares subsequently informed thereof.
The right of the other shareholders to bring action goes out six months after discharge.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 759C. Joint and several liability and solidarity v. liability recourse action and recourse action if more people respond same damage, each of them is jointly and severally liable insofar as the damage can be attributed to him personally because his fault and in the light of the circumstances.

The applicant may operate several officials for all of the damage and ask the judge to set damages owed by each of the defendants during the same procedure.
The judge rule the use between several officials taking into account all the circumstances.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

S. 760 D. Prescription D. Prescription liability actions that govern the foregoing provisions are prescribed by five years from the day where the injured party has had knowledge of the damage, as well as the person in charge and, in all cases, ten years from the day where the delict has occurred.
If damages derived from an offence submitted by criminal laws to a longer term requirement, this requirement applies to civil action.

S. 761 repealed by Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, with effect from 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).

Chapter VII: Participation of public law corporations s. 762. when a corporation of public law such as the Confederation, a canton, a district or a municipality has a public interest in a limited liability company, the articles of incorporation may confer the right to send representatives on the Board of directors or the Auditors even though it is not a shareholder.
In such companies, as well as in joint ventures in which such a corporation participates as shareholder, Member of the Board of Directors and reviewers delegated by the corporation may be removed by it.
The members of the Board of Directors and the reviewers delegated by the corporation have the same rights and obligations as those who are elected by the General Assembly.
The responsibility of the members of the Board of Directors and the reviewers delegated by the corporation towards the company, the shareholders and creditors is assumed by the corporation subject to appeal under the law of the Confederation and the canton.

New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

Chapter VIII: Institutions of public law not subject to the Act s. 763. the provisions concerning sociétés anonymes shall not apply to companies or institutions such as banks, insurance, electrical companies created by special cantonal laws and administered with the assistance of the public authorities, if the Township is subsidiarily liable for their obligations and that all or a proportion of the capital is divided into shares and provided by individuals.
These provisions are not applicable to companies and institutions created before January 1, 1883 by special cantonal laws and administered with the assistance of public authorities, even though the Township is not alternative responsible for their obligations.

Twenty-seventh title: of the Société en commandite par actions art. 764 A definition A. Definition the company limited by shares is a company whose capital is divided into shares and in which one or more partners are required on all their property and jointly for the social debts, in the same way as a partner in the partnership.
The company rules are applicable, unless otherwise provided, to the Société en commandite par actions.
When a partnership capital is divided into shares not having the character of actions, but created only to determine to what extent several sponsors participate in society, the Société en commandite rules shall apply.

S. 765 B administration / I. Designation and B. Administration I. Designation and powers the members having unlimited liability are the directors of the company. They have the power to administer and represent. Their names are listed in the articles.
The name, residence, place of origin and the function of administrators and persons authorized to represent the company must be registered with the trade register.
No mutation can be made among the members having unlimited liability without the consent of the other directors and an amendment of the statutes.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 766 B administration / II. Adherence to decisions of the General Assembly II. Adherence to General Assembly decisions the decisions of the General Assembly regarding the transformation of the social purpose, the extension or restriction of the circle of the business, as well as the continuation of the company beyond the fixed term in statutes, are valid if all administrators adhere.

S. 767 B administration / III. Removing the power to administer and represent the company III. Removing the power to administer and represent the company the power to administer and represent the company can be removed administrators under the conditions accepted with respect to a partner in the partnership.
The withdrawal of authority puts an end to the unlimited liability of the shareholder commitments the company born after.

S. 768 C control / I. Designation and v. Control I. Designation and powers any company limited by shares must have a special body responsible and required to exercise permanent supervision on management; the statute can confer more extensive powers.
Administrators do not have the right to participate in the designation of controllers.
Controllers are inscribed on the register of commerce.

S. 769 C control / II. Action in liability II. Liability action controllers can, on behalf of the company, ask Administrators account for their management and operate in justice.
If administrators are guilty of deceit, controllers can search them before the judge even if the General Assembly has provided otherwise.

S. 770 D. Dissolution D. Dissolution the company shall be terminated by the exit, the death, incapacity or bankruptcy of all the members having unlimited liability.
The dissolution of the company is subject to the rules concerning the dissolution of the company; However the General Assembly may decide the dissolution before the term set in the statutes if the administration agrees.


Repealed by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, with effect from 1 July. 2004 (RO 2004 2617; FF 2000 3995).

S. 771 E. denunciation E. denunciation the unlimited liability partner has a right of denunciation, which is exercised in the same way as that of the associate partnership.
Where one of the partners having unlimited liability makes use of this right, the others continue the company, unless the statutes provide otherwise.

Title twenty-Huitiemede the Société à responsabilité limitée chapter I: provisions general article 772 A definition A. Definition the limited liability company is personal capital partnership formed by one or several persons or corporations. Its capital is fixed in the statutes. His debts are guaranteed by the social assets.
Each partner holds at least a share of the capital. The statutes may provide for an obligation for members to make additional payments or to provide ancillary benefits.

S. 773 B capital B. Share Capital the share capital may be less than 20,000 francs.

S. 774 C shares social v. shares the nominal value of the shares cannot be less than 100 francs. During a reorganisation of society, it cannot be reduced to an amount less than 1 franc.
The shares shall be issued at face value at least.

S. 774a D. dividend D. dividend certificates certificates statutes may provide for the issue of dividend certificates; the joint stock company law is applicable by analogy.

S. 775 E. related E. partners a limited liability company can be founded by one or several natural or legal persons or by other corporations.

S. 776 f. statutes / I. arrangements F. articles I. provisions necessary statutes should contain provisions on: 1. the name and the seat of the company; 2. the purpose of the Corporation; 3. the amount of the share capital and the number and the nominal value of the shares social; 4. the form for the publications of the society.

S. 776a f. statutes / II. Other provisions II. Other provisions are valid as to the condition to be included in the Statute provisions:

1. the principle and modalities of an obligation to make additional payments or to provide accessories; 2. the principle and modalities preference, pre-emptive rights or purchase of shareholders or the company on shares social; 3. the prohibition for associates to compete; 4. the institution of conventional sentences ensuring performance of obligations legal or statutory; 5. the privileges attached to certain categories of shares (preferred shares); 6. the institution, for the partners, of a right of veto over decisions of the meeting of shareholders; 7. the restrictions of the right to vote of the partners and their right to be represented; 8. the dividend certificates; 9. reserves statutory; 10. the allocation of powers to the Assembly of the shareholders, if these skills go beyond those provided by law; 11. the approval of certain decisions of the managers by the Assembly of shareholders; 12. the need for approval by the meeting of shareholders the appointment of persons who exercise the right to management of the business on behalf of shareholders who are legal persons or corporations; 13. the right granted to the managers to appoint directors, proxy officers and agents trade; 14. the payment of fees to managers; 15. the granting of interests interlayers; 16. the Organization and the functions of the Audit Board, if these provisions go beyond the terms of the Act; 17. the establishment of a statutory right out of the company, the conditions for the exercise of this right and the compensation is relative; 18. Special causes of exclusion of a partner; 19. other causes of dissolution than are provided for by law.

Are valid as to the condition to be included in the articles derogations from the statutory provisions regarding: 1. the decision-making concerning the subsequent creation of new shares preferred; 2. the transfer of shares social; 3. the convening of the Assembly of shareholders; 4. the determination of the right to vote of shareholders; 5. the decision-making at the meeting of shareholders; 6. the decision-making by managers; 7. the management and representation; 8. the prohibition for the managers to compete.

S. 777 g. Foundation / I. Constitution G. Foundation I. Constitution society is constituted by an Act passed in the authentic form in which the founders declare founded a limited liability company, stop of the statutes and shall designate the bodies.
In this Act, the founders subscribed shares and find: 1 that all the shares have been validly subscribed; 2. that contributions correspond to the price total emission; 3. that contributions have been made in accordance with legal and statutory; 4. they accept the statutory obligation to make additional payments or to provide ancillary benefits.

S. 777a g. Foundation / II. Subscription of the shares II. Subscription of the shares to be valid, the subscription of the shares requires the indication of the number, nominal value and the issue price of the shares, as well as, where appropriate, an indication of their class.
The Act of subscription shall refer to the statutory provisions regarding: 1. the obligation to make payments additional; 2. the obligation to provide benefits accessories; 3. the prohibition for associates to compete; 4. the rights of preference, preemption and purchase of the shareholders or the company; 5. conventional sentences.

S. 777b g. Foundation / III. Exhibits III. Exhibits the public officer mentioned in the act constituting each of the supporting documents and certifies that they have submitted, as well as the founders.
Must be annexed to the Constitution: 1. the articles of incorporation; 2. the Foundation report; 3. the certificate verification; 4. the certificate of deposit of cash; 5 inputs. 6 contracts for contributions in kind; times of existing goods contracts.

S. 777c g. Foundation / IV. Inputs IV. Contributions during the Foundation of the company, a corresponding contribution to the issue price shall be released for each share.
For the rest, the company law shall apply by analogy to: 1. the indication of contributions in kind, of goods and benefits individuals in the articles; 2. the entry in the register of commerce of contributions in kind, reversals of goods and benefits specific; 3. the release and verification of inputs.

S. 778 h. entry in the trade register / I. company h entry in the register of trade I. company the company must be registered with the trade register of the place where it has its seat.

S. 778 has H. registration in the trade register / II. Branch II. Branches branches shall be entered in the trade register of the place where they are located.

S. 779 j. Acquisition of personality / I. time; conditions legal non J. Acquisition of personality I. time; not met legal requirements the company acquires personality by its entry in the commercial register.
It acquired personality even if the conditions for registration are not met.
Where the interests of shareholders or creditors are seriously threatened or undermined by the fact that legal or statutory conditions have not been met during the Foundation, the judge may, at the request of one of these creditors or shareholders, decide the dissolution of the company.
The action shall lapse if it is not submitted within three months following the publication of the Foundation of the Swiss company in the Official Gazette of commerce.

S. J. Acquisition personality has 779 / II. Acts performed before registration II. Acts prior to listing persons who act on behalf of the company prior to registration in the trade register are personally and jointly and severally responsible.
Persons who expressly contract obligations on behalf of the company are freed if the latter resumes bonds within three months from its inclusion in the trade register; in this case, the company only remains committed.

S. 780 k. Modification of statutes K. amendment of the articles of any decision of the meeting of shareholders which amends the Statute must be the subject of a deed and be entered in the trade register.

S. 781. increase of the share capital L. increase in social capital the meeting of shareholders may decide to increase the capital.
The execution of the decision is the responsibility of the managers.
The subscription of the shares and the release of the contributions are governed by the provisions applying to the Foundation of the company. In addition, the provisions of the right of the company regarding the increase of the capital stock apply by analogy to subscription bulletin. A public offer for subscription of shares is excluded.
The entry of the increase of the share capital in the commercial register shall be required within three months following the decision of the meeting of shareholders; otherwise, the decision is null and void.
For the rest, the ordinary increase of the share capital provisions of the company law shall apply by analogy: 1. the form and content of the decision of the Assembly of members; 2. to the right of preferential subscription partners; 3. the increase in the capital by funds own; 4. the report of increase and attestation audit; 5. modification of the statutes and the findings of managers; 6. the inclusion of the increase of the share capital in the trade register and the nullity of the titles issued prior to registration.

S. 782 M. Reduction of the share capital Mr. Réduction of the capital the meeting of shareholders may decide to reduce the share capital.
Social capital cannot be reduced to an amount less than 20,000 francs.
The share capital may be reduced in order to remove a passive surplus found in the balance sheet and resulting from losses if the partners have fully fulfilled their statutory obligation to make additional payments.
For the remainder, the provisions of the right of the company concerning the reduction of the share capital shall apply by analogy.

S. 783 n. Acquisition by the company of shares social own N. Acquisition by the company of own shares the company may acquire own shares if it has freely for one of its own funds equal to the amount of the expenditure required and the nominal value of all those shares does not exceed 10% of the share capital.
When shares are acquired as a result of a restriction of the transfer, or of the output or exclusion of a partner, this limit amounts to more than 35%. When the company holds more than 10% of its share capital, it should reduce this share to 10% by alienating its own shares or removing them by a reduction of capital within two years.
When a share related to an obligation to make additional payments or to provide ancillary benefits is linked to a social share that must be acquired, this obligation must be removed prior to the acquisition.
For the remainder, the provisions of the law of the company regarding acquisition of own shares by the company shall apply by analogy.

Chapter II: Rights and obligations of shareholders art. 784 A shares / I. title A. Parts social I. title

If shares are identified by a title, it is only a title of evidence or a nominal value paper.
Title noting the shares must contain the same references to rights and statutory obligations that the Act of subscription of the shares.

S. 785 A shares / II. Transfer / 1. Assignment / a. form II. Transfer 1. Assignment a. shape the transfer of shares and the obligation of transfer of shares must be in written form.
The assignment contract must contain the same references to rights and statutory obligations that the Act of subscription of the shares.

S. 786 A shares / II. Transfer / 1. Assignment / b. requirements for approval b. requirements relating to the transfer of shares approval requires the approval of the meeting of shareholders. The latter may refuse its approval without stating the reasons.
The articles of association may derogate from this Regulation: 1. by renouncing to require approval of the assignment; 2. in determining the grounds for which the approval of the transfer may be refused; 3. by providing that the approval may be refused if the company offers to the seller to its shares at their real value 4. excluding the transfer of shares social; 5. by providing that the approval may be refused where execution of an obligation to make additional payments or to provide ancillary benefits is questionable and that the security required by the company have not been provided.

When the statutes exclude the transfer of shares or the meeting of shareholders refused to approve it, the right to leave the company for proper reasons is reserved.

S. 787 A shares / II. Transfer / 1. Assignment / v. time of transfer c. time of transfer when the Assembly of shareholders must approve the transfer of shares, it deploys its effects only once approval is given.
The approval is deemed granted if the meeting of shareholders shall not refuse the within six months following receipt of the request.

S. 788 A shares / II. Transfer / 2. Specific modes of acquisition 2. Specific modes of acquisition when shares are acquired by succession, estate sharing, under the matrimonial regime or in the course of enforcement, the rights and obligations attached thereto all pass to the purchaser without the approval of the Assembly of partners.
In order to exercise his right to vote and the rights attached thereto, the acquirer must however be recognized as a partner with the right to vote by the meeting of shareholders.
The meeting of shareholders may refuse recognition only if offers it to its shares at their real value at the time of the query. The offer may be made on the own account of the company, for the account of other shareholders or of third parties. If the purchaser does not reject the offer of the company resumed within a period of one month after he became aware of the actual value, the offer is deemed accepted.
The recognition is deemed granted if the meeting of shareholders shall not refuse the within six months of the filing of the application.
The articles may waive the requirement of recognition.

S. 789 A shares / II. Transfer / 3. Determination of the actual value 3. Determination of the actual value when the law or the statutes refer to the actual value of the shares, the parties may require the judge to determine the latter.
J. divides the procedure and estimate expenses according to discretion.

S. 789a A. shares / II. Transfer / 4. Usufruct 4. Usufruct the provisions concerning the transfer of shares shall apply by analogy in the establishment of a usufruct in a share.
When the statutes exclude the transfer of shares, the establishment of a usufruct in a share is also excluded.

S. 789b A. shares / II. Transfer / 5. Gage law 5. Right of pledge the articles may provide that the constitution of a right of pledge on a share requires the approval of the meeting of shareholders. It may refuse its approval only for proper reasons.
When the statutes exclude the transfer of shares, the constitution of a right of pledge on a share is also excluded.

S. 790 A shares / III. Registry shares III. Register of the shares the company holds a register of shares. It maintains this registry so that it is can be accessed at any time in Switzerland.
The register of shares shall mention: 1. the name and address of the shareholders; 2. the number, the denomination and the possible classes of shares held by each shareholder; 3. the name and address of the Usufructuaries; 4. the name and address of the secured creditors.

Partners who are not allowed to exercise the right to vote and the rights pertaining thereto are designated as partners without the right to vote.
Each shareholder has the right to consult the register of the shares.
Exhibits registration must be kept for ten years after the removal of the person from the register of the shares.

Sentence introduced by c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).
Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 790aA. shares / III. Announcement of the beneficial owner of the shares III. Announcement of the beneficial owner of the shares who acquires alone or in concert with one third of the shares and whose participation, following this operation, reaches or exceeds the threshold of 25% of the share capital or the votes, is required to announce within a month to the company name, the name and address of the natural person for whose account it is last (beneficial owner).
The partner is required to disclose to the company any modification of the name, of the name or address of the beneficial owner.
The joint stock company law provisions to the list of economic beneficiaries (art. 697l) and the consequences of failure to fulfil the obligations to announce (art. 697 m) shall apply by analogy.

Introduced by c. I 2 of the Federal law of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 791 A shares / IV. Registration in the commercial register of the IV. Entry in the register of commerce shareholders must be registered in the register of commerce, with an indication of their name, their home and their place of origin as well as the number and the nominal value of the shares they hold.
The request of registration is the responsibility of the company.

S. 792 A shares / V. property of several successors V. property of several claimants where a share is owned by several right holders, they: 1. designate in common a person to represent them. they may exercise the rights attached to the share through this person; 2. are jointly and severally bound to make additional payments to provide ancillary benefits.

S. 793 B contributions to release B. contributions to free the partners must release a contribution corresponding to the price of their shares.
Released contributions may not be returned.

S. 794 C liability i.e. liability of partners the liabilities of the company are guaranteed by the social assets.

S. 795 D. payments additional and ancillary benefits / I. additional payments / 1. Principle and amount D. payments additional and ancillary benefits I. payments additional 1. Principle and amount the statutes may require members to make additional payments.
Where the statutes provide for an obligation to make additional payments, they shall fix the amount of the additional payments relating to a share. This amount cannot exceed the double of the nominal value of the share.
Partners are required only to the execution of the additional payments relating to their shares.

S. 795a D. payments additional and ancillary benefits / I. additional payments / 2. Due 2. Due the additional payments are required by managers.
They are payable only when: 1. the sum of the share capital and legal reserves is covered; 2. the company cannot continue to manage its affairs in a diligent manner without these means additional; 3. the company has need of own funds on a ground provided by the statutes.

The opening of bankruptcy makes payable additional payments still due.

S. 795b D. payments additional and ancillary benefits / I. additional payments / 3. Return 3. Refund the additional payments cannot be returned, in whole or in part, using own funds which the company may freely dispose; a certified expert auditor must attest to that in writing.

S. 795c D. supplementary payments and ancillary benefits / I. additional payments / 4. Reduction 4. Reduction

A statutory obligation to make additional payments may be reduced or disallowed if the share capital and legal reserves are fully covered.
The provisions concerning the reduction of the share capital shall apply by analogy.

S. 795d D. supplementary payments and ancillary benefits / I. additional payments / 5. Maintenance 5. Maintaining subject restrictions that follow, the obligation of the partners who leave the company to make additional payments remains for three years. Registration in the trade register determines the time of exit.
Partners who have left the company are required to make additional payments in the event of bankruptcy of the company.
The obligation to make additional payments goes insofar as it has been fulfilled by subsequent purchasers of the shares.
The obligation of a partner who has left the company to make additional payments can be extended.

S. 796 D. payments additional and ancillary benefits / II. Ancillary benefits II. Ancillary benefits statutes may require members to provide ancillary benefits.
They may provide that obligations to provide ancillary benefits which serve the purpose of the company or which are intended to ensure the maintenance of its independence or maintain the composition of the circle of shareholders.
The object and scope of the obligations to perform an ancillary benefits share as well as other elements which, depending on the circumstances, prove to be essential should be determined by the statutes. They may refer to a resolution of the meeting of shareholders for details.
The statutory obligation to make a payment in cash or provide another benefit of nature is governed by the provisions relating to the obligation to make further payments when no equitable remuneration is provided and that the provision is intended to cover a need of the company equity.

S. 797 D. payments additional 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 concerned partners.

S. 798 E. dividends, interest and royalty / I. dividends E. dividends, interest and royalty I. dividends dividends may be taken only on the profit resulting from the balance sheet and reserves for this purpose.
Dividends may be fixed only after allocations to the legal and statutory reserves have been made in accordance with the law and the Statute.
Dividends are proportioned to the nominal value of the shares; When additional payments have been made, the amount is added to the nominal value of the shares to secure dividends; the articles may provide another method of determination of dividends.

S. 798a E. dividends, interest and royalty / II. Interests II. Interest may not be paid interest on the capital and additional payments made.
Payment of interim interest is eligible. The law of the company concerning the interim interest shall apply by analogy.

S. 798b E. dividends, interest and royalty / III. Directors III. Fees the statutes may provide for the award of fees to managers. The provisions of the law of anonymous society concerning directors shall apply by analogy.

S. 799 f. preferred shares f preferred shares the provisions of company law concerning preferred shares shall apply by analogy to the preferred shares.

S. 800 g. Restitution of benefits G. Restitution of benefits the provisions of the law of the company concerning the restitution of benefits shall apply by analogy to the restitution of benefits from the company to the shareholders, managers and people who are close to them.

S. 801 H. Reserves H. reservations the provisions of company law relating to reservations are applicable by analogy.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 801 has J. delivery of the management report J. delivery of the management report management report and the report of review must be delivered to the shareholders no later than during the convocation of the ordinary meeting of shareholders.
Partners may deliver the management report after the meeting of the shareholders in a form approved by the latter.

S. 802 K. right to information and consultation K. right to information and consultation each shareholder may require the managers of information on all the company's business.
When a company has no Auditors, each partner may consult books and files without restrictions. When a review body, the right to examine the books and records is granted only where a legitimate interest is made likely.
If there is a risk that the partner uses the information obtained for purposes foreign to the company and to the detriment of the latter, the managers may refuse information or consultation to the extent necessary; at the request of the shareholder, the meeting of shareholders decides.
If the meeting of shareholders unduly refuses the information or consultation, the judge rules on request of the shareholder.

S. 803 l. duty of loyalty and ban competition L. duty of fidelity and ban competition partners are required to safeguard the secret of the business.
They refrain from everything which is detrimental to the interests of the company. In particular, they cannot manage Affairs which would provide them a special advantage and which would be detrimental to the purpose of the company. The articles may provide that the shareholders should refrain from competing with the company.
A partner may, with the written approval of the other partners, carry out activities that violate the duty of loyalty or a possible prohibition of competition. The articles may provide, instead, that the approval of the meeting of shareholders is required.
The special provisions relating to the prohibition for the managers to compete are reserved.

Chapter III: Organization of society article 804. Assemblée / I. functions A. meeting of shareholders I. powers the meeting of shareholders is the supreme body of the company.
It has the non-delegable right: 1. to modify the statutes; 2. appoint and dismiss the managers; 3. to appoint and dismiss the members of the Audit Board and the auditor of the accounts of Group; 4. to approve the annual report and the consolidated; 5. to approve the annual accounts and determine the use of the benefit resulting from the balance sheet, in particular to fix the dividends and directors; 6. to determine the compensation managers; 7. give discharge to the managers; 8. to approve the transfer of shares or to recognize a purchaser as a shareholder having the right to vote; 9. to approve the constitution of a right of pledge on social, if the articles so provide; 10 shares. to decide on the exercise of statutory rights preferably pre-emption or purchase; 11. to allow managers to acquire for the company's own, or approve such an acquisition; 12 shares. to adopt a regulation on the obligation to provide accessories, when the statutes there return; 13. to approve the activities of managers and associates which are contrary to the duty of loyalty or prohibition of competition, insofar as the statutes shall waive the requirement of the approval of all partners; 14. decide to request the judge the exclusion of a partner for proper reasons; 15. to exclude one partner on a ground provided by the statutes; 16. to dissolve the company; 17. to approve the operations of managers that the statutes submit to approval; 18. the decisions on the objects that the law or the statutes reserve it or managers to submit.

The meeting of shareholders appoints directors, proxies proxy and commercial agents. The articles may also grant this right to the managers.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 805. Assemblée / II. Convening and holding II. Convening and holding the meeting of shareholders is convened by the managers and, if necessary, by the Auditors. The liquidators also have the right to convene the.
The ordinary meeting of shareholders is held every year within six months following the close of the fiscal year. The extraordinary meetings of shareholders are convened in accordance with the statutes and as often it is necessary.
The meeting of shareholders is convened 20 days at least before the date of the meeting. The articles may extend this time limit or reduce it to a minimum of ten days. The possibility of holding a universal Assembly is reserved.
The decisions of the meeting of shareholders may also be taken in writing, unless a discussion is required by a partner.
For the rest, the joint stock company law provisions to the General Assembly shall apply by analogy in relation to:

1. the convening; 2. the right of convocation and proposal of shareholders; 3. the object of the deliberations; 4. the proposals; 5. Assembly universal; 6. the measures preparatory; 7. the minutes; 8. the representation of shareholders; 9. participation without the right.

S. 806. Assemblée / III. Voting / 1. Determination III. Right to vote 1. Determining the voting rights of each partner is determined on the basis of the nominal value of the shares it holds. Each shareholder is entitled to one vote at least. However, the Statute may limit the voice of holders of several shares.
The articles may determine the right to vote regardless of the nominal value, so that each share gives right to one vote. In this case, the shares whose nominal value is the lowest must have a nominal value which corresponds at least to one tenth of that of the other shares.
The determination of the right to vote proportionately with the number of shares does not apply when it is: 1. to appoint the members of the Board of review; 2. to designate the experts responsible for checking all or part of management; 3. to decide the opening of a liability action.

S. 806 has A. meeting of shareholders / III. Voting / 2. Ban on voting 2. Ban on voting people who cooperated in a way any management business can take part in the decisions giving discharge to the managers.
When society is called to decide on the acquisition of own shares, the partner who sells the shares in question may take part in the decision.
Shareholders who wish to carry out activities which are contrary to the duty of loyalty or prohibition of competition can take part in the decision concerning these activities.

S. 806b A. meeting of shareholders / III. Voting / 3. Usufruct 3. Usufruct when a share is given in usufruct, the usufructuary has the right to vote and the rights attached thereto. It is liable to the owner if it does not the interests of the latter fair consideration in the exercise of his rights.

S. 807. Assemblée / IV. Right of veto IV. Right of veto the articles may provide the institution, in favor of the shareholders, a right of veto against decisions of the meeting of shareholders. They must define the decisions against which the right of veto may be exercised.
The subsequent introduction of a right of veto requires the approval of all the partners.
The right of veto is not transferable.

S. 808. Assemblée / V. Decisions / 1. In general V. Decisions 1. In general if the law or the statutes do not provide otherwise, the meeting of shareholders shall take its decisions and carries out the elections by an absolute majority of the votes represented.

S. 808 has A. meeting of shareholders / V. Decisions / 2. Casting vote 2. Casting vote the president of the meeting of shareholders a casting vote. The articles may provide a different rule.

S. 808b A. meeting of shareholders / V. Decisions / 3. Important decisions 3. Important decisions a decision of the meeting of shareholders collecting at least two-thirds of the votes represented and the absolute majority of the share capital for which the right to vote may be exercised is required to: 1 modify the purpose social; 2. introduce of shares voting preferred; 3. make it harder, exclude or facilitate the transfer of shares; 4. approve the transfer of shares or recognise a purchaser as a partner having the right to vote; 5. increase the capital social; 6. limit or suppress the right of subscription preferential; 7. approve the activities of managers and associates who violate the duty of loyalty or the prohibition to compete; 8. decide to request the judge the exclusion of a partner for proper reasons; 9. exclude one partner on a ground provided by the statutes; 10. transfer the seat of the company; 11. dissolve the company.

The statutory provisions providing for some decisions one more strong majority than that provided by law may be adopted on the expected majority.

S. 808. A meeting of shareholders / VI. Challenge of the decisions of the Assembly of partners VI. Contestation of decisions of the meeting of shareholders of the joint stock company law provisions the challenge to the decisions of the General Assembly shall apply by analogy to challenge the decisions of the Assembly partners.

S. 809 B management and representation / I. Designation of managers and organization B. Management and representation I. Designation of managers and organization partners collectively exercise the management of the company. The articles may set different management.
Only individuals may be appointed as managers. When a corporation or a corporation has the capacity of partner, it appropriate means a natural person who performs this function in its place. In this case, the articles may provide that the approval of the meeting of shareholders is required.
If the company has several managers, the meeting of shareholders sets the Presidency.
If the company has several managers, they make their decisions by a majority of the votes cast. The president has the deciding vote. The articles may provide a different regulation.

S. 810 B management and representation / II. Responsibilities of managers II. Responsibilities of managers managers are competent for all matters that are not assigned to the meeting of shareholders by law or the statutes.
Subject to the following provisions, they have the following inalienable and non-transferable duties: 1 exercise the Corporation's senior management and establish the instructions required; 2. decide on the Organization of society under the law and the statutes; 3. establish the principles of accounting and control financial as well as financially, insofar as it is necessary for the management of the company; 4. supervision on the persons responsible for parts of the management to ensure inter alia that they comply with the law, the statutes, regulations and instructions data; 5. the relationship management (annual accounts, annual report and, where appropriate, group accounts); 6. the meeting of shareholders to prepare and execute its decisions; 7. inform the judge in the case of over-indebtedness.

President of managers or the sole Manager has the following responsibilities: 1 convene and lead the Assembly of shareholders; 2. make all communications to the shareholders; 3. ensure the submission of requisitions necessary for the office of the trade register.

S. 811 B management and representation / III. Approval of the meeting of shareholders III. Approval of the meeting of shareholders the articles may provide that the managers: 1 must submit certain decisions to the approval of the Assembly of members; 2. may submit questions to the meeting of shareholders for approval.

Approval of the meeting of shareholders does not restrict the liability of managers.

S. 812 B management and representation / IV. Duties of diligence and loyalty; prohibition to make competition IV. Duties of diligence and loyalty; prohibition to competition managers as well as third-party management workloads perform their functions with diligence and faithfully ensure the interests of the company.
They have the same duty of loyalty than the shareholders.
They cannot compete with the company, unless the statutes provide otherwise or that all other partners give their approval in writing. However, the articles may provide that only the approval of the meeting of shareholders is required.

S. 813 B management and representation / V. equal treatment V. equal treatment the managers as well as third-party management charges deal with similarly partners who find themselves in the same situation.

S. 814 B management and representation / VI. Representation VI. Representation each manager has the power to represent the company.
The articles may set the representation in a different way, but at least Manager shall have authority to represent the company. The statutes may refer to a regulation for details.
Society must 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 the shares and the list of the economic beneficiaries according to the art. 697. the right of the company shall apply by analogy to the scope and limitation of the powers of representation as well as agreements entered into between the company and its representative.
Persons authorized to represent the company sign by adding their personal signature name.
They shall be entered in the trade register. They affix their signatures to the office of the trade register or the file duly legalized.

New content according to c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 815 B management and representation / VII. Removal of managers; removing the powers of representation VII. Removal of managers; withdrawal of the powers of representation the meeting of shareholders may revoke at any time a manager whom she named.

Each shareholder may apply to the judge to withdraw or limit the powers of management and representation of a Manager for proper reasons, especially if the Manager seriously breached its duties or if it has become unable to properly manage the company.
The managers may at any time suspend its functions a Director, a proxy based or commercial agent.
If the person suspended from duty has been designated by the meeting of shareholders, it shall be convened immediately.
The action for damages of the person revoked or suspended from duty is reserved.

S. 816 B management and representation / VIII. Nullity decisions VIII. Nullity of the decisions the grounds for nullity of the decisions of the General Assembly of the Société anonyme shall apply by analogy to decisions managers.

S. 817 B management and representation / IX. Liability IX. Responsibility society liable for damage resulting from the unlawful acts committed in the management of its affairs by a person authorized to manage or represent it.

S. 818 C Auditors v. body review the provisions of the joint stock company law concerning the Auditors shall apply by analogy.
A shareholder subject to the obligation to make additional payments may require an ordinary audit of the annual accounts.

S. 819 D. deficiencies in the Organization of the company D. deficiencies in the Organization of society the provisions of law of the company concerning deficiencies in the Organization of the society shall apply by analogy to the limited liability company.

S. 820 E. loss of capital and debt overhang E. loss of capital and debt overhang the provisions of company law compulsory in case of loss of capital and debt of the company as well as in the opening and adjournment of the bankruptcy notice shall apply by analogy.
The judge may adjourn the bankruptcy at the request of managers or a creditor, especially if further additional payments are made without delay and sanitation of society seems possible.

Chapter IV: Dissolution and starting art. 821. A Dissolution / I. Causes A. Dissolution I. Causes the limited liability company is dissolved: 1. If one of the causes of dissolution provided for in the statutes occurs; 2. If the meeting of shareholders decides; 3. If the bankruptcy of the company is open; 4. for other reasons provided by law.

If the meeting of shareholders decides the dissolution of the company, its decision must be the subject of an authentic instrument.
Each partner may require judge the dissolution of the company for proper reasons. The judge may adopt another solution, adapted to the circumstances and acceptable for the parties concerned, including compensation for the partner applicant for its shares at their real value.

S. 821 has A. Dissolution / II. II. consequences. Consequences the provisions of the law of the company concerning the consequences of the dissolution shall apply by analogy to the limited liability company.
The dissolution of a company must be registered in the trade register. When a company is dissolved pursuant to a judgement, judge forthwith inform the office of the trade register. When a corporation is dissolved for other reasons, it requires its registration in the register of commerce.

S. 822 B departure of shareholders / I. output B. partners I. output from a partner may require judge permission to get out of the company for proper reasons.
The articles may entitle the shareholders out of the company and exercise in subject to certain conditions.

S. 822 has B. starting Associates / II. Joint output II. Output joint when partner opens an action tending to the output of the company fair grounds or that he says exercise a statutory right of exit, the managers shall inform without delay the other partners.
Where, within the period of three months from the receipt of this communication, other partners open their own action to the output of the company fair grounds or exercise a statutory right of exit, all outbound partners must be treated similarly, proportionately to the par value of their shares. When additional payments have been made, the amount is added to the nominal value of the shares.

S. 823 B departure of shareholders / III. Exclusion III. Exclusion the company might require judge the exclusion of a partner for proper reasons.
The articles may provide that the meeting of shareholders has the right to exclude a shareholder for specific reasons.
The provisions concerning the joint output are not applicable in the case of exclusion.

S. 824 B departure of shareholders / IV. Precautionary measures IV. Provisional measures in a proceeding relating to the departure of a partner, the judge may, on application of a party, decide that all or part of the rights and obligations of the concerned shareholder shall be suspended.

S. 825 B departure of shareholders / V. compensation / 1. Law and amount V. compensation 1. Entitlement and amount when a member leaves the company, he is entitled to compensation corresponding to the real value of its shares.
In the case of departures based on the exercise of a right laid down in the statutes, these may fix the compensation in a different manner.

S. 825 has B. starting Associates / V. compensation / 2. Payment 2. Payment compensation linked to the departure of a partner is payable to the extent that the Corporation: 1. dispose of own funds available; 2. may dispose of the shares social partner who leaves the company; 3. may reduce its share capital in compliance with the relevant provisions.

A certified expert auditor notes the amount of own funds. When these funds are insufficient to compensate the partner who leaves the company, he also takes position on the possible amount of the reduction of the share capital.
The partner who left the company has a debt of lower rank, which does not interest on the amount for which it has not yet been compensated. This debt is payable to the extent that it appears from the annual management report that the company has available own funds.
As long that the allowance of the partner who left the company is not fully paid, it may require that the Corporation designates an Auditors and should proceed to an ordinary audit of the annual accounts.

S. 826 C liquidation C. Liquidation every associate has right to a share of the proceeds of the liquidation that is proportional to the nominal value of its shares. When additional payments have been made, their amount must be added to the nominal value of the shares; the articles may set the assignment of the proceeds of the liquidation in a different way.
The provisions of the law of the company concerning the dissolution of the company with liquidation shall apply by analogy to the limited liability company.

Chapter V: responsibility art. 827. the provisions of the law of the company concerning the liability of persons who have cooperated in founding the society or dealing with the management, review or the liquidation of the company shall apply by analogy to the limited liability company.

Twenty-ninth title: cooperative society chapter I: Definition and incorporation of the company art. 828 A cooperative society of the law of obligations A. cooperative society of the law of obligations the cooperative society is formed by persons or corporations of a variable number, organized corporatively, and which mainly has the goal to promote or ensure, through joint action, economic interests determined by its members.
The establishment of cooperatives in committed capital in advance is prohibited.

S. 829 B cooperatives law B. cooperatives of public law communities in public law pursuing a cooperative aim are governed by the public law of the Confederation and the cantons.

S. 830 C constitution / i. Conditions / 1. In general v. Constitution I. Conditions 1. In general cooperative society exists only if, after the drafting of the statutes and their adoption by the constituent Assembly, it is listed on the register of commerce.

S. 831 C constitution / i. Conditions / 2. Number of shareholders 2. Number of shareholders at least seven members must take part in the establishment of a cooperative society.
When this number is lower, the provisions of the right of the company concerning deficiencies in the Organization of the society shall apply by analogy.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 832 C constitution / II. Statutes / 1. Necessary clauses II. Statutes 1. Necessary clauses the statutes must contain provisions: 1. the name and the seat of the company; 2. the purpose of the Corporation; 3. 4 benefits in money or other property which could be required members, and the nature and the value of these benefits; the bodies responsible for the administration and review, as well as the mode of representation of the company; 5. the form for the publications of the society.


New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 833 C constitution / II. Statutes / 2. Other clauses 2. Other clauses are valid as to the condition to be included in the Statute provisions: 1. the creation of social capital through share social; 2. the contributions in kind, their purpose and the price for which they are accepted, as well as the person of the interested shareholder; 3. the property resumed at the Foundation, allowances granted this masterpiece and the person of the owner concerned; 4. derogations from the rules of the Act on the entry into the company and the loss of the quality of partner; 5. the individual responsibility of the shareholders and their obligation to make payments additional; 6. derogations from the rules of the Act on the Organization, representation, as well as the modification of the statutes and the decisions to be taken by the Assembly General; 7 mode. the extension or limitation of the right to vote; 8. the calculation and the destination of the active surplus in the account of exercise and in case of liquidation.

S. 834 C constitution / III. Constitutive assembly III. Constituent Assembly the statutes, written in writing, are discussed and approved in a House that must convene the founders.
The draft statute is attached, where appropriate, a written report of the founders regarding contributions in kind and goods to resume; This document should be discussed in the Assembly.
This means, in addition, the statutory bodies necessary for the functioning of society.
Until the registration of the company in the trade register, the quality of partner can only be acquired by the signature of the Statute.

S. 835C. Constitution / IV. Entry in the trade register / 1. Company IV. Registration in the register of trade 1. Company must be registered with the trade register of the place where it has its seat.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 836. Constitution / IV. Entry in the trade register / 2. Branch 2. Branches branches shall be entered in the trade register of the place where they are located.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 837C. Constitution / IV. Entry in the trade register / 3. List of partners 3. List of partners the co-operative maintains a list of shareholders where are mentioned either first name and the name or business name and the address of each shareholder. It maintains this list so that it is can be accessed at any time in Switzerland.
Exhibits registration must be kept for ten years after the cancellation of the concerned partner from the list.

New content according to c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 838 C constitution / V. Acquisition of V. Acquisition of society personality personality acquires personality by its inclusion on the register of commerce.
Acts done on behalf of the Corporation before the registration result in personal and several of their authors liability.
However, when specific obligations on behalf of the future society have assumed by it within three months from the date of its registration, persons who have entered into are released, and society remains only engaged.

Chapter II: Acquisition of the quality of partner s. 839 A. In principle has. In principle the company may at any time receive new members.
The articles may, subject to what is prescribed with respect to the variable number of shareholders, set special conditions of admission; These conditions must not make expensive entry to excess.

S. 840 B entry declaration B. Declaration of entry who wishes to acquire the quality of partner must submit a written statement.
Where the company is from those who, apart from responsibility on social capital, impose their members a personal liability or additional payments, the declaration of entry is valid only if the applicant expressly accept these obligations.
The administration decides on the admission of new members, unless the statutes provide that a declaration of entry is sufficient, or do not require a decision of the General Assembly.

S. 841 C linked to a contract of insurance v. linked to an insurance contract where the quality of partner depends on the conclusion of a contract of insurance with the company, it is acquired by the fact that the competent authority accepts the insurance proposal.
Insurance contracts a dealer Insurance Corporation has entered into with its members are subject to the provisions of the Federal Act of 2 April 1908 on insurance contracts in the same way as contracts of insurance entered into by it with third parties.

RS 221.229.1 chapter III: Loss of the quality of partner s. 842. Sortie / I. free exercise of the right of output A. output I. free exercise of the right of exit any shareholder has the right to get out of the company also long that dissolution was not determined.
The articles of association may prescribe only if the output, the circumstances where it takes place, causes serious harm to society or endangers the existence, the outgoing partner must pay fair compensation.
The statutes or the convention cannot remove the output in a sustainable way or make costly exercise to excess.

S. 843. output / II. Limitation of the right of exit II. Limitation of the right to exit the exercise of the right of exit may be statutorily or conventionally excluded for five years.
The output is permitted even during this time if it is based on proper reasons. Reserved remains the obligation to pay fair compensation under the prescribed conditions for the free exercise of the right to exit.

S. 844. output / III. Period for denunciation and the III release date. Termination time and date of the output can be declared only for the end of an annual exercise and at least a year in advance.
The statutes may provide for a shorter period and allow the release during the annual exercise.

S. 845. output / IV. Exercise of the right of exit bankruptcy and seizure IV. Exercise of the right of exit bankruptcy and seizure when the statute book in favour of the outgoing partner a share of social capital, the right which belongs to him can be exercised in his bankruptcy by the administration of the bankruptcy, or the prosecution officer if this share were to be seized.

S. 846 B exclusion B. Exclusion statutes may specify the causes of exclusion of a partner.
In addition, the exclusion may still be imposed for proper reasons.
Exclusion is the responsibility of the General Assembly. The articles may provide that the administration is competent to pronounce exclusion, subject to appeal to the General Assembly. The excluded Member has the right to appeal to the judge within three months.
It may be liable to the payment of compensation under the prescribed conditions for the free exercise of the right to exit.

S. 847 C death of v. death of the quality of partner partner partner is extinguished by death.
The articles may have however that the heirs are rightfully members of society.
They may also prescribe that the heirs or any of them shall, upon written request, be recognized members of society instead of the deceased.
The community of heirs shall appoint a representative of its interests in society.

S. 848 D. loss of function or employment or termination of a contract D. loss of function or job or end of a contract when the quality of partner is attached to a function or a job or that it depends on the conclusion of a contract, including a cooperative insurance company, she goes by the loss of function or employment or the termination of the contract unless the statutes provide otherwise.

S. 849 E. transfer of the quality of partner / I. In general e. transfer the quality of partner I. In general the transfer of the shares and, where the quality of partner or the share is detected by a title, the transfer of this title are not sufficient to confer on the acquirer the quality of partner. It is assigned by a decision in accordance with the law or the statutes.
Personal rights attached to the quality of associate do pass to the purchaser at admission.
When the quality of partner depends on the conclusion of a contract, the Statute may prescribe that the quality of associate is transferred from right by the resumption of the contract.

S. 850 E. transfer of the quality of partner / II. Disposition of a building or operation II. Disposition of a building or an operating partner quality may be bound by the statutes to the property or the operation of a building.

In such cases, the Statute may prescribe that the disposition of the building or the resumption of the operation transfer of right quality associated with the purchaser or to the taking.
The clause on the transfer of the as a partner in the event of disposal of the building can be opposed to third parties unless it is annotated in the land registry.

S. 851 f. output of the new associated F. output of the new partner when the quality of associate is transferred or acquired by way of succession, the conditions set for the release apply to the new partner.

Chapter IV: Rights and obligations of shareholders art. 852. Constatation the quality of partner A. recognition of the quality of partner statutes may prescribe the establishment of a document attesting the quality of partner.
This finding may also be formulated in respect of share.

S. 853 B share titles B. titles share when the shares are identified by titles, anyone who enters the company must acquire at least one.
The statutes may permit the acquisition of several of these titles within the limits of a maximum.
Securities noting the shares are created on behalf of the associate. However, they do not have the character of securities and provide that evidence.

S. 854 C equality between partners c equality between shareholders all associates have, besides exceptions prescribed by law, the same rights and the same obligations.

S. 855 D. rights of the shareholders / I. voting rights D. rights of the shareholders I. right to vote in the General Assembly or in popular votes by correspondence permitted by law, the rights belonging to them relatively to Social Affairs, especially those concerning management and acts intended to ensure the prosperity of the company Associates exercised.

S. 856 D. rights of the shareholders / II. Right of control of shareholders / 1. Communication of the balance sheet II. Right of control of shareholders 1. Communication of the balance sheet annual report, annual accounts and consolidated accounts as well as review report are deposited at the headquarters of the company so that the partners can consult them; This deposit is made no later than ten days prior to the General Assembly to approve the annual report, the consolidated accounts and annual accounts or before the vote by correspondence who stands in the place.
The articles may authorize any associated to issue, at the expense of the company, a copy of the account of exploitation and the balance sheet.

New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 857 D. rights of the shareholders / II. Right of control of shareholders / 2. Information 2. Information partners can report suspicious assessments to the Auditors and request the necessary explanations.
They can consult books and correspondence only by virtue of express authorization of the General Assembly or a decision of the administration, and provided that the secret of the business is not compromised.
The judge may require the company to educate its members, by compliant certified extracts of his books or his correspondence on specific facts that are important for the exercise of the right of control. Such communications must not compromise the interests of the company.
The right of control of the shareholders cannot be removed or restricted by the articles of association or by a decision of a social body.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 858D. rights of shareholders / III. Potential entitlement to the surplus / 1. …

III. potential entitlement to surplus 1. …

Repealed by c. I 3 of the Federal law of Dec. 23. 2011 (accountancy law), with effect from 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 859 D. rights of the shareholders / III. Potential entitlement to the surplus / 2. Principles applied to distribution 2. Principles applied to the distribution unless otherwise provided in the articles of Association, active exploitation excess returns everything in the fortunes of the company.
When a distribution of surplus to members has been planned, it takes place, if the statutes provide otherwise, insofar as each of the members of the society used in institutions.
If there are securities noting the shares, the portion of the surplus y related may not exceed the rate of common interest for long-term loans without guarantees.

S. D. rights of the shareholders 860 / III. Potential entitlement to the surplus / 3. Required to create and fund a reserve 3. Obligation to create and fund a reserve when the surplus is used to another destination as the increase of social fortune, at least one-twentieth must be allocated annually to the creation of a reserve. This assignment shall continue for at least 20 years, and in addition, if there are securities noting the shares until the reserve reaches one fifth of the share capital.
The articles of association may prescribe a broader level of the reserve.
When the reserves do not exceed half of the social wealth remaining or, if there are securities noting the shares, half of the share capital, may not be assigned to cover losses or measures to allow the social purpose is reached in times of crisis.


Repealed by chapter II 1 of the annex to the Federal law of 17 Dec. 2004 on the supervision of insurance, with effect from 1 Jan. 2006 (RO 2005 5269; FF 2003 3353).

S. 861 D. rights of the shareholders / III. Potential entitlement to the surplus / 4. Employment of surplus by 4 credit societies. Employment of surplus by credit societies credit companies can provide in their statutes, a distribution of different surplus that is set by the preceding articles, but are not less required, also constitute a reserve fund and use it in accordance with that precedent.
They affect the reserve annually Fund at least a tenth of the surplus until the Fund reaches one tenth of the share capital.
If a portion of the surplus higher than the usual rate of interest for loans in the long term without special security is distributed on shares, he is also collected for the benefit of the reserve fund a tenth of the amount in excess of the rates above.

S. 862 D. rights of the shareholders / III. Potential entitlement to the surplus / 5. Provident Fund 5. Provident Fund statutes may include the establishment of funds to create and support institutions of welfare for the benefit of employees and workers of the company, or foster associates.
to...

New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).
New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).
New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).
Repealed by the let c.. (b) the Federal law of March 21, 1958, with effect from 1 July. 1958 (1958 389 RO; FF 1956 II 845).

S. 863 D. rights of the shareholders / III. Potential entitlement to the surplus / 6. Other reserves 6. Other reserves payments to the reserve fund or other funds pursuant to law and the statutes shall be taken first on the surplus to distribute.
General Assembly may similarly constitute other reserves that are provided by the Act or by-laws, or that excess requirements of the Act and of the Statute, to the extent necessary to ensure the prosperity of the company in a sustainable manner.
Other amounts may be deducted in the same way on the surplus to create and support institutions of welfare for the benefit of employees, workers and shareholders, or such other similar institutions, although the statutes do not provide for; These samples are subject to the provisions governing the statutory provident fund.

New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).
New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).
New term according to ch. I let. (c) the LF on March 21, 1958, in force since 1 Jul. 1958 (1958 389 RO; FF 1956 II 845).

S. 864 D. rights of the shareholders / IV. Right to have social / 1. Pursuant to the articles of Association IV. Right to have social 1. Under the terms of the statutes the statutes decide if the outbound partners or their heirs have rights on social capital and what are these rights; They determine the scope of these rights, which are calculated on the net asset recognized by the balance sheet on the date of the release, reserves not included.
They may confer to the outgoing members or heirs the right to recover all or part of the shares, excluding the right of entry. They may provide that the reimbursement will be postponed until the expiry of a period of three years from the exit.
The company is however allowed, even the absence of statutory provisions, do not break free before three years if this payment was to cause him serious harm or jeopardize its existence. Reserve remains the right of the company to fair compensation.

The right of outgoing members or heirs is prescribed by three years from the day from which they could be reimbursed.

S. 865 D. rights of the shareholders / IV. Right to have social / 2. Under the terms of the Act 2. Pursuant to the Act without provision of the Statute, the outbound partners and their heirs have no right to social wealth.
When the company was dissolved in the year following the release or the death of a partner, and the assets are distributed, the outgoing partner or his heirs have the same rights as people who were members of the Corporation on dissolution.

S. 866 E. bonds / I. good faith E. Obligations I. good faith partners are required to ensure in good faith to the defence of the interests of society.

S. 867 E. bonds / II. Benefits II. Benefits statutes determine the benefits of shareholders.
Partners who have the obligation to release the shares or make other payments are summoned by letter recommended to fulfil within an appropriate period.
When payments are point made after this first summation, the partner that is not running in the month following a repeated summons can be declared forfeit his rights if he was threatened by registered letter.
Unless otherwise provided in the articles of Association, this statement of revocation does not exonerate the partner of its due obligations nor those that would occur as a result of the exclusion.

S. 868 E. bonds / III. Responsibility / 1. Society III. Liability 1. Society social fortune be liable for the liabilities of the company. Unless otherwise provided in the Statute, it is responsible only.

S. 869 E. bonds / III. Responsibility / 2. Partners / a. unlimited liability 2. Partners a. responsibility unlimited except for dealers insurance companies, statutes may, Alternatively, impose the associated individual and unlimited liability.
In this case, in as long as creditors suffer a loss in the social bankruptcy, shareholders have jointly and severally and all their property for all of the liabilities of the company. Until the closing of the bankruptcy, only the administration of bankruptcy may exercise the liability action.

S. 870 E. bonds / III. Responsibility / 2. Partners / b. limited liability b. limited liability except in the case of dealers insurance companies, the Statute may prescribe that partners meet Alternatively, personally, the liabilities of the company beyond their assessed contributions and the payment of their shares, but to the extent only of a specific sum.
If there are shares, this sum is calculated for each of the shareholders in proportion to the amount of its shares.
The action is exercised, during the bankruptcy, by the administration of the latter.

S. 871 E. bonds / III. Responsibility / 2. Partners / c. payments additional v. additional payments the statutes may, instead of imposing a liability to the shareholders or next to this responsibility, obliging them to make additional payments, which will however be used to extinguish the losses incurred by the balance sheet.
This obligation can be unlimited or restricted amounts determined or proportionate to the assessed contributions or the shares.
When the articles contain no provisions concerning the payments to be made by each partners, distribution is done proportionally to the amount of the shares or, if there are no, per capita.
Payments may be required at any time. In the event of bankruptcy of the company, the right to claim them is exercised by the administration of the bankruptcy.
Are otherwise applicable rules on the recovery of benefits and the declaration of revocation.

S. 872 E. bonds / III. Responsibility / 2. Partners / d. Restrictions unacceptable d. inadmissible Restrictions are not valid statutory provisions limiting the responsibility to determinate the guarantee of special undertakings, or certain categories of shareholders.

S. 873 E. bonds / III. Responsibility / 2. Partners / e. In the case of bankruptcy social e. Social bankruptcy of a company whose members meet individually social commitments or are required to make additional payments, the administration of the bankruptcy fixed and advertising, even as it draws up the State of collocation, are bankruptcy which responds on an interim basis each of partners or the amount of additional payments.
Non-recoverable amounts are distributed in the same proportion between the other partners and the active balance is rendered after the definitive establishment of the switchboard. Reserve remains the use of partners against the other.
The provisional settlement of obligations incumbent on the partners and the establishment of the switchboard can be the subject of a complaint in accordance with the provisions of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.
An order of the federal Council shall determine the procedure to be followed.

RS 281.1 new content according to chapter II 10 of the Federal law of March 20, 2008 relating to the formal update of federal law, in effect since August 1, 2008 (RO 2008 3437; FF 2007 5789).

S. 874 E. bonds / III. Responsibility / 2. Partners / f. Modification of the scheme of liability f. Modification of the scheme of liability the liability of the partners or their obligation to make additional payments may be amended by a revision of the statutes; It is likewise the reduction or suppression of shares.
The provisions relating to the reduction of the share capital of the company shall apply in addition to the reduction and removal of shares.
The mitigation of the liability of the partners or their obligation to make additional payments does not apply to debts incurred prior to the publication of the revised statutes.
The revision of the statutes which purpose is to either introducing or aggravating the liability of partners or their obligation to make additional payments benefits all creditors as soon as it was entered.

S. 875 E. bonds / III. Responsibility / 2. Partners / g. liability of new members g. liability of new members one who enters a company whose members meet individually social commitments or are forced to make additional payments is considered by the other partners, of debts arising prior to admission.
Any contrary provision in the statute or agreement to the contrary between the partners has no effect on third parties.

S. 876 E. bonds / III. Responsibility / 2. Partners / h. responsibility after the release of a partner or the dissolution h. responsibility after the release of a partner or the dissolution when a partner whose liability is limited or unlimited ceases to be part of the company as a result of death or for any other reason, born commitments previously remain if the company is declared bankrupt in the year following the registration of the output on the register of trade or within a longer time fixed by the articles.
The obligation to make additional payments remains under the same conditions and within the same timeframe.
When the company is dissolved, its members remain similarly responsible social commitments or required to make additional payments if it is declared bankrupt in the year following registration of the output on the trade register or a longer period fixed by the statutes.

S. 877 E. bonds / III. Responsibility / 2. Partners / i. notice given admissions and registry of trade i. notice of admissions and outputs in the register of trade if the partners assume unlimited liability or restricted or if they are required to make additional payments, the administration must bring to the attention of the officer in the trade register, within three months, any admission or output.
In addition, outgoing or excluded, as the heirs of a deceased partner, partners have the right directly require the register output, exclusion, or death on the trade register. The registry officer advised immediately this requisition the directors of the company.
Dealers insurance companies are exempt from the obligation to bear the names of their members to the knowledge of the agent in the register of trade.

S. 878 E. bonds / III. Responsibility / 2. Partners / k. limitation of liability action k. limitation of liability action the rights of creditors arising from the liability of the various partners can still be exercised by each of them in the year following the closure of bankruptcy proceedings, unless they are already turned off by virtue of a legal provision.
The right of recourse of the shareholders between them also prescribed one year from payment which is the subject of the appeal.

Chapter V: Organisation of society article 879 A Assembly / I. Powers A. Assembly General I. Powers the general meeting of shareholders is the supreme power of the company.
It has the non-delegable right:

1. to adopt and modify the statutes; 2. to appoint the administration and the Board of revision; 3. to approve the annual report and accounts consolides4. give discharge to the directors; 5. take all the decisions that him are reserved by the law or the statutes.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407).

S. 880 A Assembly / II. Voting by correspondence II. Voting by correspondence companies of more than three hundred members, as well as those where the majority of the members is comprised of cooperatives, can have in their statutes, that associates perform some or all of the powers of the General Assembly voting by correspondence.

S. 881 A Assembly / III. Convening / 1. Right and obligation to convene III. Notice 1. Right and obligation to convene the general meeting is convened by the administration or by any other body to which the statutes confer this right and, if necessary, by the Auditors. The liquidators and the representatives of the bondholders also have the right to convene the.
It must be called when the request is made by the tenth at least partners or, if the number of the latter is less than thirty, by at least three of them.
If the administration does not following this request within an appropriate period, the convening is ordered by the judge, at the request of the applicants.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 882 A Assembly / III. Convening / 2. Convening mode 2. Mode of convening the General Assembly is convened according to the mode that was set by the Statute, but five days at least before the date of the meeting.
In societies that have more than thirty members, General Assembly is validly convened as soon as it has been by public notice.

S. 883 A Assembly / III. Convening / 3. Agenda 3. Agenda the notice indicates the objects brought to the order of the day and, in the case of a revision of the statutes, the essential content of the proposed amendments.
No decision can be taken on objects that were not thus brought to the agenda, except for the proposal to convene a new General Assembly.
It is not necessary to announce in advance the proposals and the discussions that must not be followed by a vote.

S. 884 A Assembly / III. Convening / 4. Meeting of all partners 4. All partners meeting where all the shareholders are present at the meeting, they may, if there's no opposition, make decisions without observing the manner prescribed for the convening of the General Assembly.

S. 885 A Assembly / IV. Right to vote IV. Right to vote each shareholder is entitled to a voice in the General Assembly or in the votes by correspondence.

S. 886 A Assembly / V. Representation of a partner V. Representation of a partner the right to vote may be exercised in the General Assembly through another partner, but no Member may represent more than one shareholder.
Companies over a thousand members may have, in their statutes, that a partner has the right to represent up to nine members.
The statutes may allow a shareholder to be represented by a member of his family with the exercise of civil rights.

S. 887 A Assembly / VI. Exclusion of the right to vote VI. Exclusion of the right to vote who have cooperated in a way any management of Social Affairs may take part in the decisions that give or refuse discharge to the administration.


Repealed by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 888 A Assembly / VII. Decisions / 1. In general VII. Decisions 1. In general unless otherwise act or the articles of Association, the General Assembly takes its decisions and carries out the elections by an absolute majority of the votes cast. The same rule applies to the votes by correspondence.
The majority of two-thirds of the votes cast is required for the dissolution of the cooperative society and the revision of statutes. However, the articles may subject these decisions to more stringent rules.

New content according to Chapter 2 of the annex to the LF of 3 oct. 2003 on the merger, in force since 1 Jul. 2004 (RO 2004 2617; FF 2000 3995).

S. 889 A Assembly / VII. Decisions / 2. Extension of the obligations imposed on the 2 partners. Extension of the obligations to the shareholders for decisions which tend to introduce or aggravate the responsibility or obligation to make additional payments, the majority must meet three quarters of all partners.
These decisions do not require those who don't point acceded, if they declare their output in the three months of the day where they were published. Such a declaration has effect at the date of the entry into force of the decision.
The exercise of the right of exit cannot be conditional, in this case, the payment of compensation.

S. 890 A Assembly / VIII. Revocation of the administration and review VIII body. Revocation of the administration and review body the General Assembly may dismiss members of the directors and the Auditors, as well as the proxy proxies and agents appointed by it.
The judge may revoke for proper reasons, at the request of at least one-tenth of the shareholders, in particular if they have neglected their duties or are unable to fill them. It loads, if necessary, the competent bodies of the company replacing revoked people and prescribes measures useful for the interim period.
Reserved remains revoked persons damages action.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 891 A Assembly / IX. Right to challenge the decisions of the General Assembly IX. Right to attack the decisions of the General Assembly administration and each shareholder can sue the decisions of the General Assembly or those that have been taken in a vote by correspondence, when they violate the law or the statutes. If the action is brought by the Government, the judge refers to a representative of the company.
The directors and the shareholders are stripped of their action if they bring him not at the latest within two months following the contested decision.
Judgment which annuls a decision is enforceable against all the partners, and each of them can rely.

S. 892 A Assembly / X. Assembly of delegates X. Delegates Assembly companies of more than three hundred members, as well as those where the majority of the members consists of cooperative societies, may have, in their statutes, that the powers of the General Assembly are carried out, in whole or in part, by an Assembly of delegates.
The statutes regulate the composition, method of election and the convening of the Assembly of delegates.
Unless otherwise provided in the articles of Association, each delegate has one vote.
For the rest, the Assembly of delegates is subject to the provisions of the Act that govern the General Assembly.

S. 893 A Assembly / XI. Exceptional regime of XI insurance companies. Exceptional regime of insurance companies insurance companies dealers more of thousand members can transfer, pursuant to a statutory, any clause or part of the powers of the General Assembly in their administration.
Cannot be transferred the powers of the General Assembly relating to the introduction or the extension of the additional payments system, the dissolution of the company, merger, his Division and the transformation of its legal form.

New content according to Chapter 2 of the annex to the LF of 3 oct. 2003 on the merger, in force since 1 Jul. 2004 (RO 2004 2617; FF 2000 3995).

S. 894 B administration / I. eligibility / 1. As a partner B. Administration I. eligibility 1. As a partner

The directors of the company consists of at least three persons who must be in majority of shareholders.
Legal persons and corporations may be named as such; However, their representatives are eligible in their place.

S. 895 B administration / I. eligibility / 2. …

2....

Repealed by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 896 B administration / II. Term II. Duration of the duties the directors are elected for four years; they may be re-elected if the statutes provide otherwise.
Rules concerning the duration of the functions of the administration in sociétés anonymes are applicable to dealers insurance companies.

S. 897 B administration / III. Committees III. Committees the articles may give part of obligations and powers of the authority to one or more committees elected by it.

S. 898 B administration / IV. Management and representation / 1. General IV. Management and representation 1. In general the articles may authorize the General Assembly or the authority to entrust all or part of the management and the representation to one or more managers, directors or other persons, which do not necessarily have the quality of shareholders.
Cooperative society must be represented by a person domiciled in Switzerland. This person must be a Director, a Manager or a Director. It must have access to the list of shareholders according to the art. 837. new content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to c. I 2 LF of 12 Dec. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in force since 1 Jul. 2015 (2015 1389 RO; FF 2014 585).

S. 899 B administration / IV. Management and representation / 2. Scope and limitation of powers 2. Scope and limitation of the powers the persons authorized to represent the company have the right to do on behalf of all acts that may involve the social purpose.
A limitation of these powers have no effect against third parties of good faith; remain reserved clauses on the commercial register which concern the exclusive representation of the principal place of business or branch or the collective representation of the name.
The company answers of unlawful acts committed in the management of Social Affairs by a person authorized to manage or represent it.

S. 899aB. Administration / IV. Management and representation / 3. Contract between the company and its representative 3. Contract between the company and its representative if the company is represented by the person with whom it enters into a contract, it must be passed in writing. This requirement does not apply to current operations for which the benefit of the company does not exceed 1000 francs.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 900 B administration / IV. Management and representation / 4. Signature 4. Signing the persons authorized to represent the company sign by adding their signature name.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 901 B administration / IV. Management and representation / 5. Registration 5. The administration is required to give to the attendant at the register of commerce, for inclusion, the names of the persons who have the right to represent the company, producing the certified copy of the document which gives them this right. They affix their signature in the presence of the official in the registry or the file duly legalized.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 902b administration / V. Obligations / 1. In general V. Obligations 1. In general the administration apply all due diligence in the management of Social Affairs and contributes with all his strength to the prosperity of the joint undertaking.
It shall in particular: 1. to prepare the deliberations of the General Assembly and execute the decisions thereof; 2. monitor the persons responsible for the management and the representation, in order to ensure the company activity in accordance with law, statutes and regulations, and to inform regularly on the business market.

The administration is responsible for the regular holding of minutes the Council and General Assembly, necessary books and the list of shareholders; It addresses also the establishment of the account of exploitation and annual balance sheet and the delivery of these pieces to the consideration of the Auditors in accordance with the law, as well as the communication to the office of the register of trade entry and exit of partners.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 903 B administration / V. Obligations / 2. Mandatory notice insolvency or decrease of capital 2. Mandatory notice insolvency or decrease of capital if there are serious reasons to admit that the company is more solvent, the administration immediately takes interim stock where goods are worn for their market value.
If it appears the last annual balance sheet and a liquidation balance sheet drawn up later or an interim balance assets does cover more debts, the administration shall inform the judge. He said the bankruptcy of the company, unless a deferment conditions are met.
If, in a society that has issued shares, reflected in the last annual balance sheet that the half of the capital is more covered, administration shall immediately convene a general meeting and makes it know the situation.
Companies having ruled the obligation to make additional payments are required to inform the judge if the loss ascertained by the balance sheet is not covered within three months by additional payments of shareholders.
The judge may however, at the request of the administration or of a creditor, adjourn the declaration of bankruptcy if sanitation seems likely. In this case, it takes measures aimed at conservation to have social, such as the establishment of an inventory or the appointment of a trustee.
In dealers insurance companies claims of shareholders arising from insurance contracts are treated as ordinary claims.

S. 904 B administration / VI. Restitution of payments VI. Restitution of payments in the event of bankruptcy of the company, administrators are required to creditors social return all monies they have perceived as shares of profit or under a different name over the past three years which preceded the declaration of bankruptcy, as these amounts exceed suitable compensation for benefits and that they should not be distributed if the balance sheet had been carefully trained.
There is no place in the restitution of the sums which may be required pursuant to the provisions on unjust enrichment.
Judge rules freely, taking into account all the circumstances.

S. 905 B administration / VII. Suspension and revocation VII. Suspension and revocation the authority can revoke at any time the committees, managers, directors, as well as all officers Attorney and agents designated by it.
Similarly, it may at any time suspend proxies proxy and agents designated by the General Assembly in the exercise of their functions; It will convene then immediately the latter.
Remains reserved action for damages of persons revoked or suspended in the exercise of their functions.

S. 906C. Auditors / I. In general v. Auditors I. In general the provisions of the law of anonymous society concerning the Auditors shall apply by analogy.
May require an ordinary audit of the annual accounts by a review body: 1 10% of shareholders; 2. the shareholders who together represent at least 10% of the capital social; 3. the partners individually or required to make additional payments.


New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 907C. Auditors / II. Control the list of partners II. Control the list of shareholders if partners of a partnership are individually responsible or are required to make additional payments, the Auditors control the list of partners is maintained properly. If the company has no Auditors, the administration is monitor the list of members by an auditor.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 908D. deficiencies in the Organization of the company D. deficiencies in the Organization of society the provisions of law of the company concerning deficiencies in the Organization of the society shall apply by analogy to the cooperative.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 909 and 910 repealed by ch. I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

Chapter VI: Dissolution of the company art. 911 a. Causes of dissolution A. Causes of dissolution the company is dissolved: 1. in compliance of the statutes; 2. by a decision of the Assembly General; 3. by the opening of the bankruptcy; 4. for other reasons provided by law.

S. 912 B entry in the trade register B. registration on the register of trade except in case of bankruptcy, dissolution of the company is communicated to the Office of the trade register by administration care.

S. 913 C liquidation. V. Liquidation asset allocation. The liquidation of the company asset allocation takes place, subject to the following provisions, in accordance with the rules adopted for the company.
The surplus remaining after extinction of all debts and, if applicable, refund of the shares, cannot be allocated among shareholders if the statutes allow.
Unless otherwise provided by the Statute, the distribution takes place via head between all those who are associated with the day of the dissolution or their privies. Remain reserved rights conferred by the law to come out shareholders or to their heirs.
If the statutes do not prescribe anything about the distribution of the surplus, it must be assigned to cooperative or public utility purposes.
If the statutes provide otherwise, the assignment is the responsibility of the General Assembly.

S. 914D....

D....

Repealed by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, with effect from 1 July. 2004 (RO 2004 2617; FF 2000 3995).

S. 915 E. a law Corporation public E. recovery by a corporation of public law when the property of a cooperative society are included by the Confederation, a canton or, under the guarantee of the canton by a district or a municipality, the liquidation can be conventionally excluded if the General Assembly agrees.
General Assembly is pronounced following the rules applicable to dissolution, and its decision is entered in the register of commerce.
From this registration, the transfer of assets and liabilities is accomplished, and the name of the company must be struck out.

Chapter VII: Liability art. 916 A. towards A society. Towards society all persons responsible of the administration, management, revision or liquidation answer to society for the harm they cause to him missing intentionally or by negligence in their duties.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 917 B. Towards the company, the shareholders and creditors B. Towards the company, the shareholders and members of the administration and the liquidators creditors respond towards the company as well as to the members thereof and its creditors, damage that they cause them missing intentionally or through negligence to the duties that the law imposes on them the company's insolvency.
The action in damages that would have been experienced by the company itself, but suffered only indirectly by the shareholders or creditors, is exercised in accordance with the rules adopted for the company.

S. 918 C solidarity and remedies v. solidarity and action people who respond to a same damage are held jointly and severally liable.
The judge rule the appeal of these persons against the other taking into consideration the degree of fault of each.

S. 919 D. Prescription D. Prescription liability actions that govern the foregoing provisions are prescribed by five years from the day where the injured party has had knowledge of the damage, as well as the person in charge and, in all cases, ten years from the day where the delict has occurred.
If damages derived from an offence submitted by criminal laws to a longer term requirement, this requirement applies to civil action.

S. 920 E. In credit and insurance E companies. In companies of credit and credit companies and dealers insurance companies insurance, liability is subject to the rules adopted for the company.

Chapter VIII: Federations s. 921 A terms A. Conditions three cooperative societies at least can federate and form a company of same species.

S. 922 B organization / I. Assembly of delegates B. Organization I. Assembly of delegates unless otherwise provided in the Statute, the Assembly of delegates is the supreme organ of the federation.
The articles of Association determine the number of delegates of the Federated companies.
Unless otherwise provided by the Statute, each delegate has one vote.

S. 923 B organization / II. II administration. Administration administration consists of members of the Federated societies, if the articles of incorporation provide otherwise.

S. 924 B organization / III. Control. Appeal to judge III. Control. Recourse to the judge the articles may entitle the joint administration to control the activity of the Federated companies.
They can confer on the joint administration the right to attack the court decisions taken in isolation by the Federated companies.

S. 925 B organization / IV. Exclusion of new bonds IV. Exclusion of new obligations the members of society who enters a federation cannot be obliged this head to other obligations than those which their responsibilities pursuant to law or the articles of their company.

Chapter IX: Participation of public law corporations s. 926. when a corporation of public law such as the Confederation, a canton, a district or a municipality has a public interest in a cooperative, the articles thereof may confer the right to send representatives in the administrative organ or the Auditors.
The delegates of a corporation under public law have the same rights and obligations as those of the society.
The members of the administration and review body delegated by a corporation of public law may be removed by it. The corporation meets its delegates towards the company, shareholders and creditors, subject to appeal under the law of the Confederation and the canton.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

New content according to the Federal law of 18 Dec. 1936, in force since 1 Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See the disp. fin. and trans. tit. XXIV to XXXIII, at the end of the text.
See the disp. end of this title, at the end of the code.
New content according to chapter I of the Federal law of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).
New content according to chapter I 1 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
New content according to c. I 2 LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745). See also the disp. end of this mod at the end of the code.

Part 4: register of trade, trade and commercial accounts thirtieth title: Art. trade register 927. But and organization / I. General a. purpose and organization I. In general each canton must have a trade register.
The cantons are free to establish registers by district.
They refer to the holding of the register as well as a cantonal authority of monitoring bodies.

S. 928. But and organization / II. Liability II. Responsibility the attendants to the trade register and immediate supervisory authorities are personally liable for the damage caused by their fault or that of the employees appointed by them.

The cantons are required alternative damage unrepaired by responsible officials.

Repealed by Chapter 10 of the annex to the Federal law of 19 Dec. 2008 (protection of the adult, right people and right of parentage), with effect from 1 Jan. 2013 (2011 725 RO; FF 2006 6635).

S. 929. But and organization / III. Orders / 1. In general III. Orders 1. In general the federal Council lays down provisions concerning the Organization, maintenance and monitoring of the trade register, and the procedure, the request of registration, supporting documents and their consideration, the content of registration, fees and remedies.
The fees must be commensurate with the economic importance of the company.

New content according to Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).
New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 929aA. purpose and organization / III. Orders / 2. Computerized maintenance of the register of trade 2. Computerised trade register held the federal Council enacts the provisions concerning the computerized keeping of the register of trade and the electronic exchange of data between the authorities of the trade register. It may in particular prescribe the cantons computerised holding register trade acceptance of produced supporting documents in electronic form, electronic capture of exhibits and the transmission of data in electronic form.
The federal Council regulates the conditions under which, where appropriate, electronic filing of requisitions and supporting documents to the offices of the trade register is eligible. It may issue provisions on the conservation of supporting documents and prescribing the cantons the establishment of conformity certified extracts from the register of trade in electronic form.

Introduced by Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

S. 930 a. But and organization / IV. Advertising IV. Advertising the trade register is public; advertising applies to registration applications and supporting documents.

S. 931. But and organization / V. official trade V. official trade registration Gazette on register trade fully and without delay in the Official Gazette Swiss trade, unless the law or Ordinance provides that the publication will be made partially or extract is published.
Similarly all of the publications required by the Act are made in the Swiss Official Gazette of commerce.
The federal Council can put at the disposal of the public information published in the Swiss Official Gazette of commerce in another form.
The federal Council enacts the Swiss trade official sheet Organization requirements.

Introduced by Chapter 2 of the annex to the Federal law of 19 Dec. 2003 on electronic signatures, in force since 1 Jan. 2005 (RO 2004 5085; FF 2001 5423).

S. 931aB. registration / I. Requisition B. entries I. Requisition any request for registration in the commercial register concerning a legal person is the responsibility of the senior management or administrative organ. The specific provisions for corporations and institutions of public law are reserved.
The requisition must be signed by two members of the superior body of management or administration, or by a member authorized to represent the legal person by his sole signature. It must be signed at the office of the trade register or be deposited with duly legalized signatures.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 932 B entries / II. Early effects II. Beginning of the effects the date of registration in the register of trade is the reference on the journal.
Registration is enforceable against third parties the business day following that date is included in the Swiss Official Gazette number of trade where the inscription is published. This day is also the starting point of the period that begins with the publication of the registration.
Remain reserved the special provisions of the Act under which registration is immediately followed by effect with respect to third parties or marks the point of departure for a period of time.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 933 B entries / III. Effects III. Effects third parties to which a registration has become enforceable cannot rely on what they have ignored the.
When a fact whose registration is required has not been registered, it cannot be opposed to third parties only if it is established that the latter had knowledge.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 934 B entries / IV. Entry in the trade register / 1. Right and obligation IV. Registration in the register of trade 1. Right and obligation the making trade, operates a factory or exercises any other industry in the commercial form shall require registration in the trade register of the place where he has his principal establishment.
Who, under a trade name, operates an industry without be compelled to register is nevertheless entitled to require it in the register of commerce of the place of his principal establishment.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 935 B entries / IV. Entry in the trade register / 2. Branch 2. Branches houses Swiss branches whose principal establishment is in Switzerland are listed at the place where they have their headquarters, after the headquarters of the main settlement.
Houses Swiss branches whose main headquarters are abroad are required to register; registration operates as if their headquarters were in Switzerland, subject to exceptions resulting from foreign legislation. For these branches, it will be designated a proxy based domiciled in Switzerland appointed to represent.

S. 936 B entries / IV. Entry in the trade register / 3. Enforcement orders 3. Enforcement orders the federal Council enacts the special requirements concerning compulsory registration on the register of commerce.

S. 936aB. registration / IV. Entry in the trade register / 4. Number of firms 4. Identification number of corporations proprietorships, the sociétés en nom collectif, limited partnerships, limited liability companies, cooperatives, associations, foundations, branches and the registered public institutes to the registry of commerce receive a number under the Federal Act of 18 June 2010 on the ID business.
The identification of businesses remains the same during the lifetime of the subject, even in the event of transfer of the registered office, transformation or change in the name or the trade name.

The federal Council enacts implementing provisions. It may provide that business identification number figure, with the trade name, on letters, order forms and invoices.

Introduced by Chapter 2 of the annex to the Federal law of 3 oct. 2003 the merger of (RO 2004 2617; FF 2000 3995). New content according to Chapter 1 of the annex to the Federal law of 18 June 2010 on the business identification number, in force since 1 Jan. 2011 (2010 4989 RO; FF 2009 7093).
RS 431.03 s. 937 B entries / V. changes V. Modifications any modification of registered facts about the trade register must also be registered.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 938 B entries / VI. Radiation / 1. Duty to require radiation VI. Radiation 1. Duty to require radiation when an industry registered in the trade register ceases to exist or is transferred to a third party, its removal from the register of trade must be required by the former owners or their heirs.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 938aB. registration / VI. Radiation / 2. Office radiation 2. Cancellation of office when a company has more activities and has more realizable assets, trade register worker may remove the register of commerce after a triple public summons remained without result.
When a partner or a shareholder or a creditor, interests of the registration, the judge slice.
The federal Council sets the terms.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 938bB. registration / VI. Radiation / 3. Bodies and powers of representation 3. Bodies and powers of representation when persons entered in the register of commerce as the body stop the exercise of their functions, the legal entity concerned requires without delay their removal.
People who leave their duties may also require themselves their radiation. Attendant to the commercial register shall provide without delay the radiation to the Corporation.
These provisions shall also apply to the delisting of the powers of representation.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 939 B entries / VII. Bankruptcy of commercial companies and cooperatives VII. Bankruptcy of commercial companies and cooperatives, if declared the bankruptcy of a corporation or a cooperative society, the trade registry agent must, in the light of the official communication from the declaration of bankruptcy, register the dissolution resulting.
In the event of revocation of bankruptcy, registration must, in the light of the official communication of the revocation, be struck off the register.
After the closing of the bankruptcy proceedings, the company is cancelled in the register, in the light of the official communication from the declaration of bankruptcy.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 940 B entries / VIII. Obligations attendant to the trade register / 1. Control VIII. Obligations of the attendant in the register of trade 1. Control officer at the trade register must check if the legal requirements for registration are met.
It looks in particular, registration of legal persons, if the statutes do not derogate from legal provisions of imperative character and if they contain the clauses required by law.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 941 B entries / VIII. Obligations attendant to the trade register / 2. Warning and registration office 2. Warning and registration of the agent in the register of trade to invite interested parties to require mandatory registration and, if necessary, proceed ex officio.

S. 941aB. entries / VIII. Obligations attendant to the trade register / 3. Request to the judge or the supervisory authority 3. Query to the judge or the supervisory authority in the event of shortcomings in the Organization must be prescribed by law of a company, the agent in the register of trade requires the judge to take the necessary measures.
In the event of shortcomings in the Organization must be prescribed by law of a Foundation, attendant to the trade register requires the supervisory authority to take the necessary measures.
If the mandatory requirements for the Auditors of an association are not met, the attendant at the trade register requires the judge to take the necessary measures.

Introduced by c. 1 of the annex to the Federal law of 8 oct. 2004 (foundations law) (RO 2005 4545; FF 2003 7425 7463). New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 942 B entries / IX. Failure to comply with the requirements / 1. Liability for the IX. Non-compliance with requirements 1. Responsibility for the damage that intentionally or negligently does not a registration to which it is required answers damage resulting.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 943 B entries / IX. Failure to comply with the requirements / 2. Fines of order 2. Order fines when the law requires the persons concerned to request a registration, the authority currently in the register shall, breach, hit offenders with a fine of around 10 to 500 francs.
The same fine is imposed against directors of a limited company which, despite warning, do not file in the Office of the trade register the profit and loss account and the balance sheet.

Thirty-first title: reasons of trade art. 944 a. Formation of the reasons of commerce / I. In general. the reasons for trade I training. In general any reason trade can contain the essential elements prescribed by law, details on people y mentioned indications on the nature of the business, or a fancy name, provided that it is consistent with the truth, can mislead and is detrimental to public interest.
The federal Council may determine, by an order, to what extent it is permitted to enter national or territorial designations in the reasons of commerce.

S. 945 a. Formation of the reasons of commerce / II. Proprietorships / 1. Essentials II. Individual companies 1. Essential elements that is only in the head of a House must take as an essential reason to trade his surname with or without names.

The trade name must not include addition could presume the existence of a company.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).
Repealed by chapter I of the Federal law of 4 oct. 1991, with effect from 1 Jan. 1992 (1992 733 RO; FF 1983 II 757).

S. 946. Formation of the reasons of commerce / II. Proprietorships / 2. Exclusive right to use the registered reason 2. Exclusive right to use the registered reason when a single reason is listed on the register of commerce, another house leader cannot to use in the same locality, yet his name and names are identical with those contained in the registered reason.
In such cases, it is required to add to its name a which its trade name to the already registered reason clearly distinguishable.
Remain reserved, with respect to a single reason listed in another place, the rights deriving from the provisions relating to unfair competition.


S. 947. Formation of the reasons of commerce / III. Social reasons / 1. Companies in partnership, sponsorship and partnership limited by shares / a. reason III training. Social reasons 1. Companies in partnership, sponsorship and partnership limited by shares a. Formation of the reason the reason of trade of a partnership must, if all partners are there are not named, contain at least the name of family of one of them, with an addition indicating the existence of a company.
The partnership which admits new partners can maintain without change its trade name.
The reason for a company trading partnership or limited by shares must contain the surname of one at least of the members having unlimited liability, with an addition indicating the existence of a company.
The names of persons other than the members having unlimited liability cannot enter the trade name of a general partnership, limited partnership or limited by shares.

S. 948. Formation of the reasons of commerce / III. Social reasons / 1. Companies in partnership, sponsorship and partnership limited by shares / b. Amendment b. change when a partner whose family name appears in the reason for trade of a general partnership, limited partnership or limited by shares ceases to be part of society, this name cannot be maintained in the name, even with his consent or that of his heirs.
Exceptions may be authorized in cases where the existence of a society is expressed by a parent report, as long unless a parent or alliance is still between two partners indefinitely responsible and that one of them bears the surname contained in the trade name.

S. 949 repealed by chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), with effect from 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 950 A training of the reasons of commerce / III. Social reasons / 2. Limited liability company, limited liability company and cooperative society 2. Société anonyme, Société à responsabilité limitée and cooperative society Société anonyme, Société à responsabilité limitée and the cooperative society may, subject to the General provisions on the formation of the reasons of commerce, freely form their trade name. It must designate the legal form.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 951 A training of the reasons of commerce / III. Social reasons / 3. Exclusive right to the registered trade name 3. Exclusive right to the trade name registered the provisions concerning the exclusive right to the trade name to the proprietorship also apply to the reason of a general partnership, a limited partnership or a Société en commandite par actions.
The trade name of the company, the limited liability company and cooperative society must clearly distinguish itself from any other reasons for a company of one of these forms already registered in Switzerland.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 952. Formation of the reasons of commerce / IV. Branches IV. Branches the branch trade name must be the same as that of the principal place of business; However, it is permitted to make a special add-on, if it fits only at the branch.
When the seat of a company is abroad, the reason for the branch will also indicate lead institution, one of the Branch Headquarters and the express designation with its quality.

S. 953. Formation of the reasons of commerce / V. recovery of an existing House V. recovery of an existing House than taking over an existing House is subject to the provisions governing the formation and use of a trade name.
It may, however, if it is expressly or tacitly authorized by its predecessors or their heirs, maintain the former trade name, with an addition expressing what the successor.

S. 954. Formation of the reasons of commerce / VI. Change of name VI. Change of name the former trade name can be maintained if the name of the holder or of a partner therein was changed by law or by decision of the competent authority.

S. 954aB. Obligation to use the trade name and the name B. duty to use the trade name and the reason for trade name or the name registered in the trade register must be complete and unchanged in correspondence, the order, invoices and communications of the company forms.
The complementary use of abbreviations, logos, trade names, signs or similar indications is eligible.

Introduced by c. I 3 of the Federal law of Dec. 16. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 955 C official control v. official supervision attendant to the commercial register must invite interested parties to comply with the provisions concerning the training of the reasons of commerce Office.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 956 D. Protection of the reasons of commerce D. Protection reasons of trade as soon as the reason for trade of an individual, a corporation or a cooperative society has been entered in the register and published in the Swiss trade Official Gazette, entitled it has exclusive use.
One who suffers damage by reason of the unfair use of a trade name may apply to the judge to terminate and, if there is fault, claim damages.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

Thirty-second title: commercial accounting and the presentation of the accounts section I: provisions general article 957. Obligation to keep accounts and accounts of A. Obligation to keep accounts and present accounts must keep accounts and present the accounts in accordance with the present chapter: 1. the proprietorships and partnerships who have achieved a turnover greater than 500,000 francs during the last fiscal year; 2. legal persons.

The following companies take only an accounting of revenues and expenditures heritage: 1 sole proprietorships and partnerships who have achieved a turnover of less than 500,000 francs during the last fiscal year; 2. associations and foundations that do not have the obligation to require their registration in the register of commerce; 3. foundations exempt from the obligation to designate a body for review under art. 83 (b), para. 2, CC.

The regularity of the accounting principle shall apply by analogy to the undertakings referred to in the al. 2 RS 210 s. 957a B. accounting B. bookkeeping accounting is the basis for the preparation of the accounts. She recorded the transactions and other facts necessary to the presentation of heritage, the financial situation and the results of the company (economic situation).
The accounts are kept in accordance with the principle of regularity, which includes: 1. full, faithful and systematic registration of transactions and other facts necessary within the meaning of para. 1; 2. the rationale for each record by one-piece accounting; 3. the clarity; 4. adaptation to the nature and size of the undertaking; 5. the traceability of the accounting records.

Accounting document means any written document, prepared on paper, electronically or in any equivalent form, which allows verification of the transaction or the fact which is the subject of the registration.
The accounts are kept in the national currency or in the most important currency with regard to the activities of the company.
It is held in one of the national languages or English. It can be established on paper, electronically or in any equivalent form.

S. 958 C presentation of the accounts / I. purpose and content C. Presentation of accounts I. purpose and content accounts must present the economic situation of the company to a third party to make an opinion.

The accounts are presented in the annual report. The latter contains the individual annual accounts (annual accounts) which consist of the balance sheet, of the income statement and annex. The provisions applicable to large enterprises and groups are reserved.
The management report is prepared and submitted within six months following the end of the exercise to the body or to persons who have the authority to approve. It is signed by the president of the superior body of management or administration and by the person who is responsible for the preparation of the accounts within the company.

S. 958a C. Presentation of the accounts / II. Basic rules of the establishment of the accounts / 1. Principle of continuity of operation II. Basic rules of the establishment of accounts 1. Principle of continuity of the exploitation accounts are established based on the assumption that the company will continue its activities in the foreseeable future.
If the cessation of all or part of the undertaking's activities is envisaged or appears inevitable in the twelve months following the date of the balance sheet, accounts are prepared on the basis of the liquidation values for stakeholders of the company. Provisions are made in respect of the loads induced by the cessation or reduction activity.
Derogations from the principle of continuity of operations and their influence on the economic situation of the company are discussed in the annex to the annual accounts.

S. 958b C. Presentation of the accounts / II. Basic rules of the establishment of the accounts / 2. Principles of the periodic boundary and the matching of liabilities for products 2. Principles of the periodic boundary and the incorporation of accrued charges and products are presented consistent with the periodic boundary and the attachment of the load products.
If the net proceeds of the sales of goods and provision of services or financial products does not exceed 100,000 francs, it is possible to derogate from the principle of the periodic boundaries and establish an accounting of expenses and income.

S. 958c v. Presentation of the accounts / III. Principle of regularity III. Principle of regularity the regular preparation of the accounts is governed in particular by the following principles: 1. the clarity and intelligibility; 2. completeness; 3. the reliability; 4. the importance relative; 5. the caution; 6. the permanence of presentation and the methods of evaluation; 7. the prohibition of compensation between assets and liabilities and expenses and products.

The amount of each item presented in the balance sheet and in the appendix is justified by an inventory or in some other way.
Presentation of the accounts is adapted to the peculiarities of the company and the branch, in compliance with the minimum content provided by law.

S. 958d v. Presentation of the accounts / IV. Presentation, currency and language IV. Presentation, currency and language the balance sheet and the income statement can be presented as a table or list. It has not held separately submit posts that display no or insignificant amount.
In the annual accounts, the figures of the previous year are listed next to the values of the year under review.
Accounts are established in national currency or in the most important currency with regard to the activities of the company. If they are not established in the national currency, the countervalues in national currency shall also be indicated. The conversion course used are mentioned and possibly commented in the annex.
Accounts are prepared in a national language or English.

S. 958th D. Publication and consultation D. Publication and consultation the individual annual accounts and consolidated annual accounts accompanied by review reports are published in the Swiss trade Official Gazette or issued to any person who so requests within 12 months following their approval, at its expense, when the company meets one of the following conditions : 1. it is debtor of a loan by obligations; 2. She has traded equity securities.

Other businesses must recognize any creditor who submits an interest worthy of protection the right to consult the management report and review reports. In case of dispute, the judge slice.

S. 958f e. and conservation of books e. and conservation of books the books and accounting records as well as the management report and the report of review are retained for ten years. This period shall run from the end of the year.
A copy printed and signed the report of management and the review report are retained.
Books and accounting records can be kept on paper, electronically or in any equivalent form, provided that the link with transactions and other facts on which they are to be guaranteed and that their reading remains possible in all circumstances.
The federal Council lays down provisions on the books to keep, the principles governing their conduct and their conservation and information materials that can be used.

Chapter II: Accounts annual s. 959. Bilan / I. purpose of the balance sheet, conditions for recognition in the balance sheet A. balance sheet I. purpose of the balance sheet, conditions for recognition in the balance sheet the balance sheet reflects the State of the heritage and the financial situation of the company at the balance sheet date. It consists of the assets and liabilities.
Assets include the elements of the heritage company might have as a result of past events, which she expected a flow of economic benefits and whose value can be estimated with a sufficient degree of reliability. No other elements of heritage can be worn in the balance sheet.
Current assets include cash and assets which will be probably made over 12 months of the balance sheet date, into the normal cycle of affairs or otherwise. All other assets are classified as fixed assets.
The liabilities include foreign capital and equity.
Foreign capital include debts resulting from facts passed, resulting in a likely flow of economic benefits paid by the company and whose value can be estimated with a level of reliability sufficient.
Foreign short-term capital include the debts that are likely to be due within twelve months of the date of the balance sheet or in the normal business cycle. All other debts are classified under foreign long-term capital.
Equity are presented and structured according to the legal form of the company.

S. 959 has A. balance / II. Minimum structure II. Minimum structure the balance sheet is presented in order of decreasing liquidity; It contains at least the posts below, shown separately and according to the following structure: 1 circulating: a. cash and assets traded in the short term, b. receivables resulting from the sale of goods and supply of services, c. non-invoiced other receivables short-term, stocks and services, e. active regularization;

2 fixed assets: a. financial fixed assets, participations, c. tangible assets, intangible assets, e. capital social or capital of the Foundation not released.

Liabilities on the balance sheet is presented in order of increasing indebtedness; It contains at least the posts below, shown separately and according to the following structure: 1 foreign short-term capital: a. debts arising from the purchase of goods and supply of services, b. short-term debt bearing interest, c. other short-term debts, d. passive regularization;

2 foreign long-term capital: a. long-term debt bearing interest, b. other debts to long-term, c. provisions and similar positions under that Act;

3 equity: a. social capital or capital of the Foundation, where appropriate broken down by categories of equity, b. reserve legal outcome of capital, v. reserve legal outcome of the benefit, d. Optional reserves issued from profit or cumulative losses, decrease of own capital e. own share capital, reflecting a decrease of equity.

The balance sheet or the annex show other positions if they are important for the assessment of heritage or the financial situation by third parties or if it responds to uses in the sector of activity of the company.
The receivables and debts towards holders of direct and indirect participations, to bodies and companies in which the company holds a direct or indirect participation are presented separately in the balance sheet or in the notes.

S. 959b B. outturn account; structure minimum B. profit and loss account; structure minimum income reflects the results of the company during the year. It can be established according to the method of the assignment of expenses by nature (nature result account) or according to the method of allocation of expenses by function (function result account).
The income statement by nature contains at least the posts below, shown separately and according to the following structure: 1 products net sales of goods and provision of services; 2. variation in stocks of finished and semi-finished products and variation of the services invoiced; 3. loads of equipment; 4. personnel expenses; 5. other operating charges; 6. depreciation and value adjustments on assets locked; 7 positions. expenses and financial products; 8. loads and non-operating; 9. burdens and product exceptional, unique or outside the period; 10. taxes direct; 11. profit or loss for the year.


The income statement by function contains at least the posts below, shown separately and according to the following structure: 1 products net sales of goods and provision of services; 2. acquisition costs or production of goods and services sold; 3. administration and distribution expenses; 4. expenses and financial products; 5. loads and non-operating; 6. burdens and product exceptional, unique or outside the period; 7. taxes direct; 8. profit or loss for the year.

When income is determined according to the method of allocation of expenses by function, loads of staff as well as depreciation and value adjustments on fixed assets positions must be shown separately in the annex.
The income statement or Annex show other posts if they are important for the evaluation of the results by third parties or if it responds to uses in the sector of activity of the company.

S. 959c appendix C. Appendix C. Appendix supplement and comment on the information given in the annual accounts. It contains: 1. information about the accounting principles applied, when they are not prescribed by the Act; 2. information, a detailed structure and comments regarding certain positions balance sheet and result; 3 account. the total amount from the dissolution of reserves replacement and additional latent reserves dissolved, insofar as it exceeds the total amount of newly created similar reservations, if the presentation of the economic outturn is substantially improved; 4. other information prescribed by the Act.

The annex also includes the following particulars, unless they come directly out of the balance sheet or the income statement: 1. the trade name or name, legal form and corporate headquarters; 2. If applicable, a declaration that the average annual full-time jobs is not higher, as appropriate, 10, 50 or 250; 3. the trade name, legal form and the seat of the companies in which direct participation or indirect involvement is held, as well as the proportion of the capital and the proportion of the voting rights; 4. the number of shares of own capital held by the company and the companies in which it has stakes; 5. the acquisition and disposal by the company of its own shares and the conditions in which they were acquired or alienated; 6. the residual value of the debts arising from leasing operations comparable to sales contracts and other debts resulting from leasing operations, to the extent where they lapse not nor cannot be denounced in the twelve months following the date of the balance sheet; 7. debts to provident institutions; 8. the total amount of the security in favour of third parties; 9. the total amount of assets committed in guarantee of the debts of the company and that of the assets encumbered property reserve; 10. legal or actual obligations for which a loss of economic benefits appears unlikely or is a value that cannot be estimated with a level of reliability sufficient (conditional commitment); 11. the number and the value of participatory rights or options on such rights granted to members of all bodies of management or administration as well as collaborators; 12. the explanations relating to extraordinary, unique positions or non-income; 13. important events occurring after the balance sheet date; 14. in the event of resignation of the Auditors before the expiry of its mandate, the reasons for the withdrawal.

Sole proprietorships 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 structure of the balance sheet and the income statement will require additional information, the company shall not schedule it directly provides the required information in the balance sheet or the income statement.
Debtor companies borrowing by obligations indicate separately the amount, interest rate, maturity and other conditions of each of these loans.

S. 960 D. Evaluation / I. principles D. Evaluation I. principles as a general rule, of the assets and debts are assessed individually if they are important and that due to their similarity, they are usually not grouped.
The assessment must be prudent, but should not prevent a reliable assessment of the economic situation of the company.
When concrete evidence suggest that assets are overstated or that supplies are insufficient, the values must be verified and, if necessary, adapted.

S. 960 has D. Evaluation / II. Assets / 1. In general II. Assets 1. In general during his first posting, an asset is valued at most at its acquisition cost or cost of returns.
During subsequent evaluations, the value of the assets cannot be greater than its acquisition cost or cost of returns. The provisions relating to certain asset classes are reserved.
Loss of value due to the use of the asset and the time factor are accounted for through depreciation, those due to other factors, through value adjustments. Value adjustments and depreciations are calculated in accordance with generally accepted commercial principles. Levied directly or indirectly on the assets, for dependants from the income statement; their posting to the liabilities is prohibited.
Depreciation and additional value adjustments can be operated for the purpose of replacement and for the prosperity of the company in the long term. For the same reasons, the company may waive dissolve depreciation or corrections of value that are no longer justified.

S. 960b D. Evaluation / II. Assets / 2. Assets with a price current observable 2. Assets with an observable during subsequent assessments current price the assets traded or having another observable on an active market price can be evaluated during the day or at the price current at the balance sheet date, even if this course is greater than the nominal value or acquisition cost. The company that makes use of this right evaluates all the same position of the balance sheet assets that are related to an observable price during the day or at the price current at the balance sheet date. It indicates this choice in the annex. The total value of the assets having an observable price separately reveals the value of securities and other assets.
When assets are evaluated during the day or at the price current at the balance sheet date, a correction value may consist for dependants from the income statement to reflect the fluctuation courses. These value adjustments are however not allowed if they lead to the recognition of a value less than the acquisition cost or, if it is lower, the stock price. The total amount of fluctuation reserves must appear separately in the balance sheet or in the notes.

S. 960 c D. Evaluation / II. Assets / 3. Stocks and unbilled services 3. Stocks and services non-invoiced during subsequent assessments, stocks and the unbilled services are recorded at the market value reduced by residual foreseeable costs at the balance sheet date if this value is less than the cost of acquisition or cost of returns.
Stocks, means raw materials, the products being manufactured, finished products and goods.

S. 960d D. Evaluation / II. Assets / 4. Fixed assets 4. Fixed assets fixed assets includes the values acquired for use or long term detention.
Long term, means a period of more than twelve months.
Participation, means the share capital of another company which are held for long-term and confer on the holder a significant influence. The influence is presumed to be notable when the capital shares entitle to at least 20% of the voting rights.

S. 960th D. Evaluation / III. Liabilities III. Debts debts are recorded at their nominal value.
When, due to past events, expect a loss of economic benefits to the enterprise in future periods, there is place to establish provisions for income support, at height of the amount likely to be needed.
In addition, provisions may be made inter alia to the following titles: 1. regular loads arising from warranty obligations; 2. rehabilitation of capital assets; 3. restructuring; 4. measures taken to ensure the prosperity of the company in the long term.

Provisions which are no longer justified must not necessarily be dissolved.

Chapter III: Presentation of the accounts of large companies art. 961 A additional requirements concerning the management report A. additional requirements concerning the report of management companies of the law submitted to the regular control have the following obligations: 1 provide additional information in the annex to the accounts annual; 2. incorporating an array of cash into their accounts annual; 3. prepare an annual report.

S. 961 additional B. Mentions a in the annex to the annual accounts b Mentions additional in the annex to the annual accounts the annex to the annual accounts provides additional information on the following facts:

1. the breakdown of the long-term debt bearing interest, according to their due, i.e. one to five years and more than five years; 2. the amount of the fees paid to the Auditors for the services to review, on the one hand, and for the other services the other hand.

S. 961b C. cash flow table C. table of cash flows the cash flow table presents separately cash flows related to operating activities, investing activities and financing activities.

S. 961c D. report annual D. annual report annual report presents the business market and the economic situation of the enterprise, if any of its group of companies, at the end of the fiscal year; It highlights the aspects that do not appear in the annual accounts.
The annual report states in particular the following elements: 1. the average annual full-time jobs; 2. the assessment of the risks; 3. the State of orders and warrants; 4. research activities and development; 5. events exceptional; 6. the company's prospects.

The annual report must not be in contradiction with the economic situation presented in the annual accounts.

S. 961 d E. Simplification of consolidated accounts E. Simplification of the consolidated financial statements the company can waive the additional entries in the annex to the annual accounts, in the table of cash flows and the annual when itself or a legal person who controls establishes accounts consolidated in accordance with a recognized standard.
The following persons may require the accounts drawn up in accordance with this chapter: 1. the partners, whether they represent together at least 10% of the capital; 2. 10% of the members of the cooperative society, or 20% of the members of the association; 3. any shareholder or member who responds personally the debts of the company or is under the obligation to make additional payments.

Chapter IV: Financial statements prepared according to a recognized accounting standard art. 962 A. In general A. In general, in addition to the annual accounts that they establish in accordance with this title, the following companies are required to prepare financial statements according to a recognized standard: 1. the companies whose securities are listed on the stock exchange, where the Stock Exchange requires; 2. cooperative societies, when there are at least 2000 members; 3. the foundations, when the law subjects them to the regular control.

The following persons may also require the preparation of financial statements according to a recognized standard: 1. the partners, whether they represent together at least 20% of the capital; 2. 10% of the members of the cooperative society, or 20% of the members of the association; 3. any shareholder or member who responds personally the debts of the company or is under the obligation to make additional payments.

The obligation to draw up financial statements according to a recognized standard shuts off when the company present the consolidated accounts prepared in accordance with a recognized standard.
The choice of a recognized standard rests with the senior management or governing body unless otherwise provided by the articles, the partnership agreement or the deed of Foundation or as the supreme body not designated itself a recognized standard.

S. 962a B. recognized accounting standards B. If recognised accounting standards the financial statements are prepared in accordance with a recognized accounting standard, they indicate which.
The recognized standard that has been selected is applied in its entirety and for the whole of the financial statements.
Respect for the recognized standard is verified by a certified expert auditor. The financial statements are subject to regular monitoring.
States financial prepared in accordance with a recognized standard are presented to the supreme body upon approval of the annual accounts but do require no approval.
The federal Council designates the recognised standards. It can attach conditions to be met to choose a standard or to change.

Chapter V: consolidated accounts art. 963 A obligation A. Obligation any legal person held accounts that controls one or more undertakings required to prepare accounts must include in its consolidated annual accounts (consolidated accounts) management report on all of the companies it controls.
A legal person is deemed to control another company if it meets one of the following conditions: 1. it has directly or indirectly the majority of the votes within the body supreme; 2. It has directly or indirectly the right to appoint or remove a majority of the members of the body higher management or administration; 3. It can exert a dominant influence according to the statutes, the Act of Foundation of a contract or similar instruments.

Accounting standard recognised in accordance with art. 963 (b) may identify the companies whose accounts are consolidated.
Associations, foundations and cooperatives can transfer the obligation to draw up consolidated accounts to a controlled company if it meets all other businesses under a single Directorate by the detention of a majority of the votes or otherwise and proves that she controls effectively.

Erratum the Commission's drafting of the Ass. EDF. May 7, 2013, published May 28, 2013 (RO 2013 1489).

S. 963 B. release B. release a legal person is released from the obligation to draw up consolidated accounts if it meets one of the following conditions: 1. in two successive years, the Corporation and the companies it controls do not together exceed two of the following values: a. total balance sheet: 20 million francs, b. turnover: 40 million francs , c. effective: 250 annual average full-time jobs;

2. it is controlled by a company whose consolidated accounts are prepared in accordance with Swiss law or equivalent provisions of foreign law and are subject to the regular control 3. It has transferred the obligation to draw up consolidated accounts to a company it controls within the meaning of art. 963, al. 4. the Corporation still required to prepare consolidated accounts if it meets one of the following conditions: 1. This is necessary to ensure a reliable assessment of its situation economic; 2. of shareholders representing at least 20% of the capital, 10% of the members of the cooperative society, 10% of the members of the association so require; 3. a partner or a member of the association meet personally the debts of the company or subject to an obligation to make additional payments required; 4. the Foundation supervisory authority required.

When a legal person does not consolidated pursuant to 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. 963b C. recognised accounting standards C. recognised accounting standards the consolidated financial statements of the following firms are established according to a recognized accounting standard: 1. the companies whose securities are listed on the stock exchange, where the Stock Exchange requires; 2. cooperative societies, when there are at least 2000 members; 3. the foundations, when the law subjects them to the regular control.

Art. 962, al. 1 to 3 and 5 shall apply mutatis mutandis.
The consolidated accounts of other companies are subject to the principle of regularity. In the annex to the consolidated accounts, the company mentions the valuation rules applied. When she departs, she indicated in annex and provides other information reflecting the State of heritage, the financial situation and the results of the group.
In the following cases, the company remains obliged to prepare consolidated under a recognized accounting standard accounts: 1. shareholders representing together at least 20% of the share capital, 10% of the members of the cooperative society or 20% of the members of the association so require; 2. a partner or a member of the association who meet personally the debts of the company or is under an obligation to make additional payments required; 3. the Foundation supervisory authority required.

S. 964 repealed by chapter I of the Federal law of 22 Dec. 1999, with effect from June 1, 2002 (RO 2002 949; FF 1999 4753).

New content according to the Federal law of 18 Dec. 1936, in force since 1 Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See the disp. fin. and trans. tit. XXIV to XXXIII, at the end of the CO.
New content according to c. I 2 of the Federal law of 23 Dec. 2011 (accountancy law), in force since 1 Jan. 2013 (2012 6679 RO; FF 2008 1407). See also the disp. Trans. at the end of the text.

Part 5: papers-values thirty-third title: registered, bearer or order chapter I: provisions general article 965. Définition value-paper A. Definition of the paper-value are securities all titles to which a right is incorporated in a manner such that it is impossible to assert or to transfer regardless of the title.

S. 966 B obligations deriving from the paper-value B. Obligations deriving from the paper-value those whose debt is incorporated in a paper value is required to pay that against the award of the degree.
Unless fraud or gross negligence on its part the debtor is released by a payment at maturity into the hands of the person to whom the title confers the quality of creditor.

S. 967 C transfer / I. ordinary form C. transfer I. ordinary form to transfer ownership of a paper-value or encumber any real right, should be in all cases the transfer of possession of the title.

It takes more to titles to order an endorsement, and for registered a written declaration, which will not necessarily be inserted on the same title.
Law or the convention may provide for the transfer, the cooperation of others, in particular the debtor.

S. 968 C transfer / II. Endorsement / 1. Form II. Endorsement 1. Endorsement form occurs in all cases according to the rules of the law of change.
Full endorsement, with delivery of the title, is a sufficient form of transfer.

S. 969 C transfer / II. Endorsement / 2. Effects 2. Effects endorser rights are for all securities transferred, transmitted to the purchaser by endorsement and delivery of title, unless the object or the nature of the latter is presumed that it is otherwise.

S. 970 D. Conversion D. Conversion a nominal title or title to order can be validly converted into a title bearer only with the consent of all those to which it confers rights and imposes obligations. This consent must be mentioned on the same title.
The same rule is applicable to the conversion of a title to the holder in a registered title or order. If, in the latter case, one of the people to which the title confers rights or imposes obligations does not give his consent, the conversion remains valid, but does not produce effects between the creditor who is the author and his immediate successor.

S. 971 E. cancellation / I. Conditions E. cancellation I. Conditions a lost paper-value can be overruled by the judge.
Cancellation may be requested by one who, when the loss or the discovery of the loss, was entitled to the title.

S. 972 E. cancellation / II. Procedure. Effects II. Procedure. Effects who got the cancellation can enforce its rights, even without the title, or require the creation of a new title.
The cancellation procedure and its effects are also governed by the provisions applicable to the various categories of securities.

S. 973 f. Special provisions F. Special provisions remain for special rules concerning various securities, including exchange rate effects, cheques and securities of pledge.

S. 973aG. collective deposit, global certificate and rights-values / I. collective securities deposit G. collective Depot, global certificate and rights-values I. collective filing of securities the custodian is entitled to retain together fungible securities of several applicants at least that an applicant does expressly require conservation separated from his titles.
When an applicant furnishes to a depositary of fungible securities to be retained in collective deposit, it acquires a share of co-ownership of all the titles of the same kind thus preserved. Its share is proportional to the nominal value or, failing, number of deposited shares.
The contest without the consent of the other applicants, the applicant may at any time require the furnishing of securities dependent of the collective deposit in the amount of its share.

Introduced by Chapter 3 of the annex to the Federal law of 3 oct. 2008 on intermediated securities, in force since 1 Jan. 2010 (2009 3577 RO; FF 2006 8817).

S. 973bG. collective deposit, global certificate and rights-values / II. Global certificate II. Global certificate the debtor may issue global certificates or replace by a global certificate fungible securities held by a same depositary, provided that the conditions of the issue or its articles so provide or applicants have given their consent.
The global certificate is a paper value of same species as securities which it replaces. He owned condominium owners of the securities that it replaces in proportion to their respective quotas. Art. 973a, al. 2, shall apply mutatis mutandis to the rights of the co‑owners.

Introduced by Chapter 3 of the annex to the Federal law of 3 oct. 2008 on intermediated securities, in force since 1 Jan. 2010 (2009 3577 RO; FF 2006 8817).

S. cG 973. collective deposit, global certificate and rights-values / III. Rights-values III. Securities the debtor may issue rights having the same function as the securities (securities) or replace it with such rights of fungible securities or global certificates held by a same depositary, provided that the conditions of the issue or the articles of the issuer so provide or applicants have given their consent.
The debtor registered in a register the number and the nominal value of securities issued and their creditors. This register is not public.
The securities are created by the entry in the register and exist only in the extent of this inscription.
The transfer of the securities requires a written assignment. Their pledge is subject to the rules relating to the commitment of claims.

Introduced by Chapter 3 of the annex to the Federal law of 3 oct. 2008 on intermediated securities, in force since 1 Jan. 2010 (2009 3577 RO; FF 2006 8817).

Chapter II: Preference securities art. 974 A definition A. Definition is nominative title any paper-value created on behalf of a person determined, and which is not issued to order or declared title order by law.

S. 975 B proof of entitlement of the creditor / I. rule General B. proof of entitlement of I. general rule the debtor creditor is required to pay the hands of one who is carrying the title, and justifies its identity with the person whose name the title is created or the successor in title of the person acting.
Debtor who pays without obtaining this justification is not released to a third party who would establish its creditor's rights.

S. 976 B proof of entitlement of the creditor / II. Justification by the sole possession of the title II. Justification by the only possession of the debtor who has reserved, on the nominal title, the Faculty pay into the hands of any carrier is released by the payment he did in good faith the bearer even if he has not claimed him the justification of creditor: it is however not required to pay into the hands of the carrier.

S. 977 C cancellation v. cancellation unless otherwise, registered securities are cancelled according to the rules applicable to the bearer securities.
The debtor may reserve on the title the right to use a simple cancellation procedure by reducing the number of public warnings or the duration 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 stated in an act duly legalized or authentic title and debt are off.

Chapter III: Securities in bearer form s. 978 A definition A. Definition is title bearer all paper-value whose text or the form notes that each carrier will be recognized as the person entitled.
However, the debtor may not longer validly pay when the judicial authorities or police have made him defense.

S. 979 B defences of the obligor / I. In general b. defences of the obligor I. In general the debtor cannot oppose the action deriving from a title in bearer form that derived exceptions of the invalidity of the title or by its very wording, and those he personally against his creditor.
It can invoke the exceptions based on his personal relationship with a previous holder, if the holder, by acquiring the title, acted knowingly at the expense of the debtor.
It cannot plead that the title was put into circulation against his will.

S. 980b defences of the obligor / II. Coupons interests bearer II. Coupons of interest to the wearer debtor may oppose an application based on a coupon of wearer interest except that the capital would be paid.
It has however the right, when the payment of the principal, to retain until the end of the limitation period established for the coupons of interest the amount coupons that would be expired after the repayment of capital, if these coupons were not handed on him with the title, unless the non-issued coupons have been canceled or security is provided for the amount of these coupons.

S. 981 C cancellation / I. In general / 1. Query v. cancellation I. In general 1. Request the cancellation of the bearer securities, such as stocks, bonds, dividend certificates, coupons, heels for the renewal of the sheets of coupons, but excluding isolated coupons, is imposed by the judge at the request of the person entitled.

The applicant must make it plausible that he possessed the title and lost to it.
When the wearer has lost only the sheet of coupons or heel whose title was equipped with, just the main title to be produced in support of its application.

New content according to Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, in force since 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).
Repealed by Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, with effect from 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).

S. 982 C cancellation / I. In general / 2. Defence to pay 2. Defence to pay at the request of the applicant, the judge may prohibit the debtor of title to pay the amount, under the threat of having to pay twice.
Cancellation of sheets of coupons, rules regarding the cancellation of interest coupons apply by analogy to the coupons that come during the proceedings.

S. 983 C cancellation / I. In general / 3. Summons and period 3. Summons and period

If the judge considers credible allegations of the applicant regarding the possession and the loss of the title, it sum, by public notice, the unknown holder to produce the title within a given period, otherwise see annul. The period shall be six months at least after the first publication.

S. 984 C cancellation / I. In general / 4. Mode of publication 4. Mode of publishing the summons to produce the title is published three times in the Swiss Official Gazette of commerce.
The judge may exceptionally prescribe such other advertising measures, which it would appear to be useful.

S. 985 C cancellation / I. In general / 5. Effects / has. In the case of production of title 5. Effects a. When production of the title when the lost title is produced, the judge specified by the applicant a time limit for the action in claim.
If the applicant is not brought the action before the expiration of the time limit, the judge renders the title and throws the defense pay.

S. 986 C cancellation / I. In general / 5. Effects / b. If the title is not product b. If the title is not produced when the title is not produced within the time limit, the judge may annul or take other measures.
The cancellation of a title bearer is immediately published in the Swiss Official Gazette of commerce and by such other means which seem useful to the judge.
As soon as the cancellation is pronounced, the applicant may request that a new title be submitted at its expense or that the payment of the debt due him is done.

S. 987 C cancellation / II. Procedure for the isolated coupons II. Procedure for the coupons isolated when isolated coupons are lost, the judge ordered, at the request of the person entitled, that the amount be recorded to justice as soon as the due date, or, if the securities have expired immediately.
The judge ordered that the amount of securities being delivered to the applicant as soon as three years from the deadline, if no beneficiary is presented in the meantime.

S. 988 C cancellation / III. Procedure for bank notes, etc.

III. Procedure for bank notes, etc.
Cannot be the subject of an application for annulment the banknotes as well as the other bearer securities issued in considerable numbers for a fixed sum, payable at sight and intended to replace cash.

S. 989D. schedule mortgage D. schedule mortgage special provisions relating to the mortgage schedule bearer are reserved.

New content according to chapter II 2 of the Federal law of 11 Dec. 2009 (schedule mortgage registry and rights in rem), in force since 1 Jan. 2012 (2011 4637 RO; FF 2007 5015).

Chapter IV: The letter of Exchange, A promissory note. The ability to require art. 990. anyone who is able to bind himself by contract can bind himself by Bill of Exchange or by ticket order.

B. the Bill of Exchange I. The creation and the form of the Bill of Exchange article 991 1. Particulars 1. Particulars the Bill of Exchange contains: 1. the name of Bill of Exchange inserted in the same text of the title and expressed in the language used for the drafting of this title; 2. the mandate outright to pay an amount specified; 3. the name of person who must pay (fired); 4. the indication of the deadline; 5. the place where payment must be made; 6. the name of which or on the agenda of which the payment must be made; 7. the indication of the date and the place where the letter is created; 8. the signature of him who emits the letter (shooter).

S. 992 2. Lack of particulars 2. Lack of particulars the title in which one of the particulars specified in the preceding article is lacking is not worth as Bill of Exchange, except in cases determined by the following paragraphs.
The Bill of Exchange whose maturity is not indicated is considered as payable at sight.
Unless special, the place designated beside the name of the tire is deemed to be the place of payment and, at the same time the place of residence of the drawee.
The Bill of Exchange do not indicate the place of its creation is considered to be underwritten in the place indicated next to the name of the shooter.

S. 993 3. Species 3. Cash the Bill of Exchange can be the order of the shooter himself.
It can be pulled on the shooter himself.
It can be pulled on behalf of a third party.

S. 994 4. Bill of Exchange domiciled 4. Domiciled Bill of Exchange may be payable to the home of a third party, either in the locality where the tire is domiciled or in another locality.

S. 995 5. Promise of interest 5. Promise of interests in a bill of exchange payable at sight or a delay from view, it may be stipulated by the shooter that the sum will be productive of interests. In any other Bill of Exchange, this stipulation is deemed unwritten.
The rate of interest should be indicated in the letter; the absence of such indication, the clause is deemed unwritten.
Interest accrues from the date of the Bill of Exchange if another date is not indicated.

S. 996 6. Differences in the enunciation of the amount 6. Differences in the enunciation of the Bill of Exchange amount by which the amount is written both in letters and figures applies, in the case of difference, for the sum written in letters.
Bill of Exchange whose amount is written several times, either all letters or figures, only applies, in the case of difference, to the lesser amount.

S. 997 7. Signature of persons will require 7. Signature of those unable to oblige if the Bill of Exchange bears signatures from people unable to bind himself by Bill of Exchange, false signatures or signatures of imaginary people, or signatures which, for any other reason, cannot compel the persons who signed the Bill of Exchange, or on whose behalf it has been signed, the obligations of the other signatories are not less valid.

S. 998 8. Signing without powers 8. Signature without powers anyone who put his signature on a bill of Exchange, as a representative of a person for which he had no authority to act, is obligated itself under the letter and, if he has paid, has the same rights that would have had the represented alleged. It is same representative who has exceeded its powers.

S. 999 9. Responsibility of the 9 shooter. Responsibility for the sniper shooter is guarantor of acceptance and payment.
He may avoid the guarantee of acceptance; any clause by which he disclaims the guarantee of payment is deemed unwritten.

S. 1000 10. Bill of Exchange in white 10. Bill of Exchange in blank if a bill of Exchange, incomplete show, completed unlike the agreements, non-observance of these agreements cannot be opposed to the carrier, unless he has acquired the Bill of Exchange in bad faith or that, in acquiring, it only has committed gross negligence.

II. Article endorsement 1001 1. Transmissibility 1. Transmissibility any bill of Exchange, even if not expressly drawn to order, is transmissible through the endorsement.
When the shooter has inserted in the Bill the words "not in order" or an equivalent expression, the title is transferable only in the form and with the effects of a regular assignment.
The endorsement may be made even for the benefit of the drawee, acceptor or not, the shooter or other obligor. These individuals can endorse the letter again.

S. 1002 2. Elements 2. Elements the endorsement must be pure and simple. Any condition to which he is subject is deemed unwritten.
Partial endorsement is nil.
The endorsement to bearer is worth as endorsement in blank.

S. 1003 3. Forms 3. Forms the endorsement must be recorded on the Bill of Exchange or on a sheet attached (longer). It must be signed by the endorser.
The endorsement may not designate the beneficiary or consist simply in the signature of the endorser (endorsement in blank). In the latter case, the endorsement, to be valid, must be registered on the back of the Bill of Exchange or on the riser.

S. 1004 4. Effects / a. transfer 4. Effects a. transfer endorsement transmits all rights resulting from the Bill of Exchange.
If the endorsement is in white, the wearer can: 1. fill the white, either his name or the name of another person; 2. endorse the letter again in blank or to another person; 3. deliver the letter to a third party, without fill white and endorse it.

S. 1005 4. Effects / b. guarantees b. guarantees the endorser is, unless otherwise agreed, acceptance and payment.
He may prohibit a new endorsement; in this case, it is not required to guarantee to the people to which the letter is later endorsed.

S. 1006 4. Effects / c. legitimization of bearer c. legitimization of the holder the holder of a bill of Exchange is considered as legitimate if it justifies its right by an uninterrupted of endorsements, even if the last endorsement is white. Strikethrough endorsements are deemed unwritten. When an endorsement in blank is followed by another endorsement, the signer thereof is deemed to have acquired the letter by endorsement in blank.
If a person was deprived of a bill of Exchange by any event whatsoever the bearer, justifying his right in the manner described in the preceding paragraph, is required to divest itself of the letter as if it acquired in bad faith or if, in acquiring, he committed gross negligence.

S. 1007 5. Exceptions 5. Exceptions

People operated under the Bill of Exchange may not oppose the wearer exemptions based on their personal relationships with the shooter or the previous holders, unless the bearer, taking the letter, acted knowingly at the expense of the debtor.

S. 1008 6. Endorsement by proxy 6. Endorsement by proxy when endorsement contains the words 'assessed value', 'for cash', 'proxy' or any other reference involving a simple mandate, the carrier may exercise all the rights deriving from the Bill of Exchange, but it cannot endorse it as proxy.
Obligors may not, in this case, invoke against the wearer than the exceptions which would be prejudicial to the endorser.
The mandate contained in an endorsement of proxy does not end by the death of the principal or the occurrence of incapacity.

S. 1009 7. Option of redemption endorsement 7. Endorsement option of redemption when an endorsement contains the words 'warranty value', 'gage value"or any other reference involving a pledge, the holder can exercise all the rights deriving from the Bill of Exchange, but an endorsement done by him is that as an endorsement as a proxy.
Obligors may invoke against the wearer exemptions based on their personal with the endorser reports, unless the bearer, upon receiving the letter, acted knowingly at the expense of the debtor.

S. 1010 8. Posterior at maturity or the protest 8 endorsement. Endorsement later at maturity or the posterior due endorsement protest produces the same effects as an earlier endorsement. However, the endorsement after the protest due to lack of payment, or made after the expiry of the deadline for the protest, produces only the effects of a regular assignment.
Unless proved otherwise, the endorsement without date is supposed to have been made before the expiry of the period laid down for the protest.

III. acceptance s. 1011 1. Right of presentation 1. Right of presentation the Bill of Exchange can be up to maturity, presented at the acceptance of the tire instead of his home, by the carrier or even a simple holder.

S. 1012 2. Order or submission defense 2. Order or defence of any bill of exchange presentation, the shooter may stipulate that it must be presented for acceptance, with or without decision deadline.
It can ban in the letter submission acceptance, unless it is a letter of exchange payable in one third or a bill payable in one locality other than that of the home of the tire or a letter drawn at a certain time from view.
It can also stipulate that the presentation for acceptance may take place before a specified term.
Any endorser may stipulate that the letter should be presented for acceptance, with or without a deadline, unless it is declared unacceptable by the shooter.

S. 1013 3. Obligation to submit bills of Exchange at a certain time of view 3. Obligation to submit bills of Exchange at a certain time of view bills of Exchange at a certain time of view must be presented to the acceptance within a period of one year from their date.
The gunner can shorten the latter time limit or stipulate a longer.
These time limits may be shortened by the endorsers.

S. 1014 4. Second presentation 4. Second presentation the tire may request that a second presentation be made the day after the first. Interested parties are allowed to pretend that he was did not accede to this request unless it was mentioned in the protest.
The carrier is not required to divest, the hands of the drawee of the letter submitted to the acceptance.

S. 1015 5. Form of acceptance 5. Form of acceptance the acceptance is written on the Bill of Exchange. It is expressed by the word "accepted" or any other Word equivalent; It is signed by the drawee. The simple signature of the drawee on the front of the letter acceptance.
When the letter is payable to a certain period view or when it must be submitted to the acceptance within a period determined under a special stipulation, the acceptance must be dated from the day when it was given, unless the carrier requires that it be dated the day of the presentation. Absence date, bearer, to preserve his rights of appeal against endorsers and the shooter, is see this omission by a protest drawn up in good time.

S. 1016 6. Limited acceptance 6. Limited acceptance acceptance is pure and simple, but the tire can restrict it to a part of the sum.
Any modification by the particulars contained in the Bill of Exchange acceptance is equivalent to a refusal of acceptance. However, the acceptor is required in terms of its acceptance.

S. 1017 7. Domiciliary and place of payment 7. Domiciliary and place of payment when the shooter said in the Bill a place of payment other than that of the domicile of the drawee, without designating a third party from whom payment must be carried out, the tire may indicate this at the time of acceptance. The absence of such indication, the acceptor is deemed to be forced to pay for itself instead of the payment.
If the letter is payable at the residence of the drawee, it may, in the acceptance, an address from the same place where payment must be made.

S. 1018 8. Effects of acceptance / has. In general 8. Effects of acceptance has. In general by accepting the drawee undertakes to pay the Bill of Exchange at maturity.
Default of payment, the bearer, although it is the shooter, has against the acceptor direct action resulting from the Bill of exchange for all that may be required under the art. 1045 and 1046.

S. 1019 8. Effects of acceptance / b. struck out acceptance b. acceptance struck out if the tire which has assumed the Bill of Exchange acceptance struck it before the return of the letter, the acceptance is deemed to refused. Unless proved otherwise, the radiation is deemed to have been made before the return of the title.
However, if the tire has made known his acceptance in writing to the wearer or a signatory, it is liable to them in terms of its acceptance.

IV. downstream s. 1020 1. Downstream donors 1. Donor downstream payment of a bill of Exchange may be guaranteed for all or part of the amount by a downstream.
This warranty is provided by a third party or a signatory of the letter.

S. 1021 2. Form 2. Form approval is given on the Bill of Exchange or on an allonge.
It is expressed by the words "good for downstream or by any other equivalent formula; It is signed by the donor of downstream.
It is considered as resulting from the sole signature of the downstream principal, on the front of the Bill of Exchange affixed, except when it comes from the signature of the drawee or the shooter.
The endorsement must indicate to whom it is given. Failing this indication, it is famous for the shooter.

S. 1022 3. Effects 3. Effects the downstream principal is required in the same way that that which it is a guarantor.
His commitment is valid, even though the obligation that he guaranteed would be zero for any cause other than a defect in form.
When he pays the Bill of Exchange, the downstream principal acquires the rights from the Bill of Exchange against the guaranteed and those who are required to under the Bill of Exchange.

V. s. maturity 1023 1. In general 1. In general a bill of Exchange can be drawn: at sight;
at a certain time from view;
to a certain date period.
fixed day.
Bills of Exchange, other deadlines either successive deadlines, are void.

S. 1024 2. Bills of Exchange in view 2. Bills of Exchange to view the Bill of Exchange at sight is payable to his presentation. It must be presented for payment within a period of one year from its date. The gunner can shorten that period or stipulate a longer. These time limits may be shortened by the endorsers.
The shooter may prescribe that a bill of exchange payable at sight should not be made to the payment before a specified term. In this case, the deadline starts from this term.

S. 1025 3. Bills of Exchange at a certain time of view 3. Bills of Exchange at a certain time of view maturity of a bill of Exchange at a certain time of view is determined, either by the date of acceptance, or by the protest.
In the absence of protest undated acceptance is deemed against the acceptor, have been given the last day of the time limit for the submission to acceptance.

S. 1026 4. Computation of time 4. Computation of time maturity of a bill of exchange drawn to one or several months of date or view is on the corresponding date of the month where payment should be made. Absence of a corresponding date, maturity is the last day of this month.
When a bill of Exchange is drawn to one or more months and a half date or view, there are first the whole months.
If the deadline is set at the beginning, in the middle (mid-January, mid-February, etc.) or at the end of the month, means these terms the first, the fifteen or the last day of the month.
The expressions 'eight days' or 'fifteen days' agree, not one or two weeks, but a period of eight or fifteen days.
"Half-month" means a period of fifteen days.

S. 1027 5. Old style 5. Old style when a bill of Exchange is payable to day fixed in a place where the calendar is different from the place of issue, date of maturity is considered to be fixed according to the calendar of the place of payment.

When a bill of exchange drawn between two places with different calendars is payable at a certain time of date, the day of the show is reduced to the corresponding day of the calendar of the place of payment and the deadline is set accordingly.
The deadlines for submission of the Bills of Exchange are calculated in accordance with the previous paragraph.
These rules do not apply if a clause of the Bill of Exchange, or even simple Enunciations of the title, indicate that the intention was to adopt different rules.

VI. payment art. 1028 1. Presentation at the payment 1. Presentation to pay the bearer of a bill of exchange payable to fixed day or a certain period of date or view must submit the Bill of exchange payment, the day where it is payable, either one of two working days.
The presentation of a bill of Exchange to a recognized by the Swiss National Bank clearing house equals the payment submission.

New content according to chapter II 2 of the annex to the LF of 3 oct. 2003 on the National Bank, in force since May 1, 2004 (RO 2004 1985; FF 2002 5645).

S. 1029 2. Receipt. Partial payment 2. Receipt. Partial payment the tire may require, by paying the Bill of Exchange, that it be returned paid by bearer.
The carrier may refuse a partial payment.
In the case of partial payment, the drawee may require that mention of this payment is made on the letter and release him is given.

S. 1030 3. Advance payment and payment at maturity 3. Advance payment and payment at maturity the bearer of a bill of Exchange may be forced to receive the payment before the deadline.
The drawee that pays before the deadline does so at his own risk.
He who pays at maturity is validly released, unless there is on his part a fraud or a negligence. He is obliged to check the regularity of the suite of endorsements but not the signature of the endorsers.

S. 1031 4. Payment in foreign currency 4. Payment in foreign currency when a bill of Exchange is stipulated payable in a currency with no course instead of payment, the amount can in be paid in the currency of the country according to its value on the day of the deadline. If the debtor is in arrears, the bearer may, at its option, apply the amount of the Bill of Exchange to be paid in the currency according to the course or the day of maturity, to the day of payment.
The uses of the place of payment are used to determine the value of the foreign currency. However, the shooter may stipulate that the sum payable shall be calculated using a price determined in the letter.
The above rules will not apply in case the shooter has stipulated that the payment must be made in a certain specified currency (payment in a foreign currency clause).
If the amount of the Bill of Exchange is listed in a currency with the same name, but a different value in the country of transmission and the payment, it is assumed to be referred to the currency of the place of payment.

S. 1032 5. Recording 5. Logging without presentation of the Bill of exchange payment within the deadline stipulated by art. 1028, any debtor has the faculty to deliver the deposit amount to the competent authority, at the expense and risk of the wearer.

VII. recourse lack of acceptance and lack of payment art. 10331 appeal of bearer 1. Appeal of the carrier may exercise its remedies against endorsers, the shooter and the other: to maturity: If payment has not taken place;
even before the deadline: 1. If there is a refusal, total or partial acceptance; 2. in the case of bankruptcy of the drawee, acceptor or not, termination payments, even if not observed by a judgment, or seizure of its assets remained unsuccessful; 3. in the case of bankruptcy of the shooter of a non acceptable letter.

In the German text, this article has two paragraphs. The al. 2 begins "even before the deadline.

S. 1034 2. Protest / a. Conditions and deadlines 2. A. Conditions and deadlines protest denial of acceptance or payment must be evidenced by a deed (protest lack of acceptance or payment).
The protest lack of acceptance must be made within the deadline fixed for the submission to acceptance. If, in the case provided for in art. 1014, al. 1, the first presentation was held on the last day of the time limit, the protest can still be issued the next day.
The protest due to lack of payment of a bill of exchange payable to fixed day or a certain period of date or view must be made one of the two working days following the day on which the Bill of Exchange is payable. If it is a bill payable at sight, the protest must be issued under the conditions stated in the preceding paragraph to the protest lack of acceptance.
The protest lack of acceptance provides payment submission and the protest due to lack of payment.
In the event of cessation of payments, tire, acceptor or not, or in the event of seizure of its assets remained unsuccessful bearer cannot exercise its remedies only after presentation of the letter to the drawee for payment and after preparation of a protest.
Bankruptcy declared by the drawee, acceptor or not, as well as the shooter of a non acceptable letter declared bankruptcy, production of the judgement declaring the bankruptcy is enough to allow the carrier to exercise its remedies.

S. 1035 2. Protest / b. public officer competent b. competent public officer the protest must be issued by a person or a public agency with quality for this purpose.

S. 1036 2. Protest / c. sayings c. particulars the protest contains: 1. the name of the person or the reason for trade and against whom it is issued; 2. the words that the person or the trade name against which the protest is prepared has been summoned in vain to run the benefit deriving from the Bill of Exchange or remained missing, or that its offices or his remains could be discovered; 3. the indication of the place and the day that said summons was made or attempted in vain; 4. the signature of him who drew up the protest.

The partial payment is mentioned on the protest.
When the drawee to whom a bill of Exchange is made to accept requests that a second presentation be made the next day, this request is inserted into the protest.

S. 1037 2. Protest / d. form d. form the protest is prepared by Act separate and attached to the Bill of Exchange.
If the protest is issued on presentation of multiple copies of the same Bill of Exchange or the original and a copy of the letter, simply reattach it to one of the copies or the original title.
This operation is mentioned on other copies or copying.

S. 1038 2. Protest / e. In case of acceptance partial e. In the event of partial acceptance when the acceptance is restricted to part of the amount and a protest is prepared from this Chief, there's place to make a copy of the letter and write the protest on this copy.

S. 1039 2. Protest / f. erect protest against several persons f. protest against several people when a same benefit based on a bill of Exchange must be claimed several people, the protests may be drawn up in a single act.

S. 1040 2. Protest / g. copy of the protest g. copy of the protest persons or public offices having quality to prepare protests make a copy.
This copy shows: 1. the sum payable; 2. the deadline; 3. the place and the day of creation of the letter Exchange; 4. the shooter, the tire, and the person or the reason for trade to the order which the payment must be made; 5. the person or the trade name designated to pay, if it is not identical with the drawee; 6. those who are referred to as front pay necessary and acceptors by intervention.

Persons or public offices having quality to prepare protests keep copies stored in chronological order.

S. 1041 2. Protest / h. defects of form h. form the protest signed by the person or the public agency with quality for this purpose is valid, even if it was not prepared in accordance with the law or if it contains inaccurate statements.

S. 1042 3. Notice 3. Notice the carrier must give notice of default of acceptance or payment its endorser and the shooter within four working days following the day of the protest and that of submission clause to return free of charge. Each endorser must, within two working days following the day it received notice, publicizing its endorser notice he received, indicating the names and addresses of those who have given the previous opinions, and so on, up to the shooter. The above timescale run from the receipt of the previous notice.
When, in accordance with the preceding paragraph, a notice is given to a signer of the Bill of Exchange, the same notice must be given within the same period to its avaliseur.
Where an endorser has not indicated its address or has indicated it a unreadable manner, just that notice be given to the endorser that precedes it.
One who has an opinion to give can do form, even by a simple reference for the Bill of Exchange.
He must prove that he gave notice within the time limit. This time limit shall be considered as observed if a missive letter giving notice has been updated the position within that period.
He who does not give notice within the time above indicated is not disqualification liable; It is liable, if applicable, the injury caused by its negligence, although damages cannot exceed the amount of the Bill of Exchange.

S. 1043 4. "Without protest" clause 4. Clause "no protest".

The shooter, an endorser or an avaliseur may, by the 'return toll free' clause, "no protest", or any other equivalent clause, signed and registered on title provide the bearer to dresser, to exercise its remedies, a protest lack of acceptance or payment.
This clause does not relieve the bearer of the presentation of the Bill of Exchange in a timely manner or the notice to be given. Evidence of non-compliance with the deadlines falls on the one who will prevail against the carrier.
If the clause is registered by the shooter, it produces its effects on all signatories; If it is registered by an endorser or an avaliseur, it produces its effects only in respect of it. If despite the clause by the shooter, the carrier does draw the protest, costs remain dependant. When the clause emanates an endorser or endorser, costs of the protest, if he is pitched one, may be recovered against all signatories.

S. 1044 5. Solidarity guarantee of mandated persons 5. Guarantee solidarity with mandated persons all those who have drawn, accepted, endorsed or endorsed a bill of Exchange are jointly and severally liable to bearer.
The carrier has the right to act against all these persons, individually or collectively, without be compelled to comply with the order in which they are forced.
The same right belongs to any signatory of a bill of Exchange which has repaid it.
The action against one of the employees does not act against others, even subsequent to that first continued.

S. 1045 6. Extent of the use / has. Carrier 6. Extent of the use was. Carrier the carrier may claim to the one against which it exerts its action: 1. the amount of the Bills of exchange accepted or unpaid with the interests, if it was provided; 2. interest at the rate of 6% from the date; 3. the protest charges, those of the advice given, and other costs; 4. a right of commission of one third per cent at most.

If recourse is exercised prior to maturity, deduction will be made from a discount on the amount of the letter. This discount will be calculated, on the basis of the official discount (Swiss National Bank rate), as they exist at the date of the appeal instead of the domicile of the carrier.

S. 1046 6. Extent of the use / b. Of who has repaid b. Who has repaid that repaid the Bill of Exchange can claim to its guarantors: 1. the full amount paid; 2. the interests of the said amount, calculated at the rate of 6% from the day where has disbursed it; 3. the charges he made; 4. a right of commission of 2 per thousand at the most.

S. 1047 6. Scope of use / c. right to delivery of the letter, the protest and the release c. right to the delivery of the letter, of the protest and the release any obligor against which an appeal is exercised or who is exposed to a remedy may require, c.o.d., the presentation of the Bill of Exchange with the protest and a paid account.
Any endorser who has repaid the Bill of Exchange can delete his endorsement and those of subsequent endorsers.

S. 1048 6. Extent of the use / d. In the event of partial acceptance d. In the event of partial acceptance in case of an appeal after a partial acceptance, that reimburses the sum for which the letter has not been accepted may require that this rebate is indicated on the letter and that it to be given discharge. Furthermore, the wearer must furnish a certified copy of the letter and the protest to allow subsequent recourse.

S. 1049 6. Scope of use / e. retirement e. retirement any person having the right to a remedy may, unless otherwise agreed, be repaid through a new (retired) Letter drawn at sight on one of its guarantors and payable to the home of it.
The retreat comprises, in addition to the amounts shown in the art. 1045 and 1046, a brokerage fee and stamp duty of retirement.
If retirement is driven by the wearer, the amount is set according to the course of a bill of Exchange, drawn from the place where the original letter was payable on the place of domicile of the guarantor. If retirement is driven by an endorser, the amount is set according to the course of a letter to drawn view of where the shooter's retirement has its home on the place of domicile of the guarantor.

S. 1050 7. Disqualifications / has. In general 7. Disqualifications has. In general after the expiry of the time limits laid down: for the presentation of a bill of Exchange at sight or at a certain time from view.
for the manufacture of the protest lack of acceptance or payment.
for presentation to the clause to return toll payment, the carrier is deprived of its rights against endorsers, the shooter and the other obliged, with the exception of the acceptor.
Failing presentation to the acceptance within the period stipulated by the shooter, the wearer is deprived of his rights of appeal, both in default of payment for non-acceptance, unless it is clear from the terms of the stipulation that the shooter was heard to exonerate to the guarantee of acceptance.
If the stipulation of a deadline for the submission is contained in an endorsement, the endorser, alone, can rely on.

S. 1051 7. Disqualifications / b. Force majeure. Force majeure when the presentation of the Bill of Exchange or the manufacture of the protest in a timely manner is prevented by an insurmountable obstacle (legal requirement of one State any or other cases of force majeure), these deadlines are extended.
Carrier shall, without delay, give notice of the force majeure its endorser and mention this notice, dated and signed by him, on the Bill of Exchange or on an allonge; for the remainder, the provisions of art. 1042 are applicable.
After the termination of the force majeure, the carrier must, without delay, submit the letter to the acceptance or payment and, if applicable, make your stand the protest.
If the force majeure persists beyond 30 days from the date, remedies may be exercised without needing the presentation or the making of a protest.
For bills of Exchange View or a delay from view, the short period of thirty days from the date on which the wearer, even before the expiry of the deadlines for submission, given notice of force majeure its endorser; for bills of Exchange at a certain time from view, the thirty day period increases the view deadline indicated in the Bill of Exchange.
Point are considered as force majeure the purely personal facts the bearer or that he was responsible for the presentation of the letter or the manufacture of the protest.

S. 1052 7. Disqualifications / c. enrichment c. enrichment the shooter and the acceptor remain obliged to the bearer up to a maximum of the amount by which they are fortified unlawfully at his expense, even when their obligations based on the Bill of Exchange have become extinct by prescription or as a result of the omission of the acts required by the law for the preservation of rights deriving from title.
The action for unjust enrichment may be brought also against the drawee, the domiciliary agent and the person or the trade name to whom the letter has been drawn.
Endorsers whose obligation is extinguished may not be the subject of this action.

VIII. transfer of the provision art. 1053. in the case of bankruptcy of the shooter, civil action that it may have against the drawee for restitution of the provision or the reimbursement of the sums which he has been credited is vested in the holder of the Bill of Exchange.
If the shooter said on the Bill of Exchange do assignment of its rights relating to the provision, they pass to the carrier.
After publication of the notification of the assignment or bankruptcy, the tire cannot pay duly legitimate bearer, upon surrender of the Bill of Exchange.

IX. intervention art. 1054 1. General provisions 1. General provisions the shooter, an endorser or an avaliseur may indicate a person to accept or pay if necessary.
The Bill of Exchange can be, under the conditions defined below, accepted or paid by a person speaking in a debtor any charge to use.
The intervener may be a third party, even the tire, or a person already obliged under the Bill of Exchange, except the acceptor.
The intervener is required to give, within a period of two working days notice of his speech to the one for which he intervened. Non-observance of this period, it is liable, if applicable, the injury caused by its negligence that damages could exceed the amount of the Bill of Exchange.

S. 1055 2. Acceptance by intervention / a. Conditions. Situation of the carrier 2. Acceptance by intervention a. Conditions. Situation of the wearer acceptance by intervention can take place in all cases where remedies are open, prior to maturity, the bearer of a letter of acceptable change.
Where it was indicated on the Bill of exchange a person to accept or pay the necessary instead of payment, the carrier cannot exercise ahead of his rights of appeal against a person who has affixed the indication and against the signatories subsequent, unless he has presented the Bill of Exchange to the designated person and that it refused the acceptance This refusal was found by a protest.
In other cases of intervention, the carrier may refuse acceptance by intervention. However if he admits, he loses the remedies that belong to him before the deadline against which the acceptance was given and subsequent signatories against.

S. 1056 2. Acceptance by intervention / b. form b. form

Acceptance by intervention is indicated on the Bill of Exchange; It is signed by the intervener. It States on behalf of which it takes place; the absence of such indication, the acceptance is deemed given to the shooter.

S. 1057 2. Acceptance by intervention / Obligation of the acceptor; effects on the right of appeal c. Obligation of the acceptor; effects on the right to appeal the acceptor by intervention is forced towards the carrier and endorsers posterior than on behalf of which he spoke in the same way as this one.
Despite the acceptance by intervention, that for which it was made and its guarantors may require the carrier, against reimbursement of the amount shown in the art. 1045, handing over the letter of Exchange, of the protest and an account paid, if applicable.

S. 1058 3. Payment by intervention / a. Conditions 3. Intervention a. Conditions payment payment by intervention can take place in all cases where, either at maturity or before maturity, remedies are open to the wearer.
Payment must include all the sum that would have to pay the one for which it.
It must be done no later than the day after the last day allowed for the manufacture of the protest due to lack of payment.

S. 1059 3. Payment by intervention / b. Obligations of the carrier b. Obligations of the carrier if the Bill of Exchange was accepted by stakeholders having their residence instead of payment, or if persons with their domicile in the place indicated to pay as required, the carrier must present the letter to all these people and make your stand, is there place a protest for lack of payment at the latest the day following the last day allowed for the manufacture of the protest.
Absence of protest in this period, one that indicated the need or on behalf of which the letter was accepted and later endorsers cease to be forced.

S. 1060 3. Payment by intervention / c. Consequence of refusal v. Consequence of refusal the carrier who refuses the payment by intervention loses its remedies against those who have been released.

S. 1061 3. Payment by intervention / d. right to the delivery of the letter, of the protest and the release d. right to the delivery of the letter, of the protest and the receipt the payment by intervention must be evidenced by a receipt given on the Bill of Exchange with an indication of those for whom it is made. Failing this indication, the payment is considered as fact for the shooter.
The Bill of Exchange and the protest, if by having been trained one, must be returned to the payer by intervention.

S. 1062 3. Payment by intervention / e. transfer of the rights of the holder. Competition stakeholders e. transfer of the rights of the holder. Contest of stakeholders the intervention payer acquires the rights resulting from the Bill of Exchange against one for which he paid and those who are required to under the Bill of Exchange. However, it cannot endorse the Bill again.
The endorsers posterior to the signatory for whom the payment took place are released.
In the case of competition for the payment by intervention, who operates the most liberation is preferred. One who intervenes, informed, contrary to this rule, loses its remedies against those who have been released.

X. of the plurality of copies (duplicate) and article copies 1063 1. Plurality of copies / a. right to multiple copies 1. Plurality of copies a. right to multiple copies the Bill of Exchange can be drawn in several identical copies (duplicate).
These copies shall be numbered in the text of the title, otherwise, each of them is regarded as a separate Bill.
Any bearer of a letter does not indicate that it was drawn in a single may require licensing of several copies at his own expense. To this end, it must apply to its immediate endorser who shall lend him its care to act against its own endorser, and so on, up to the shooter. Endorsers are required to reproduce the endorsements on the new copies.

S. 1064 1. Plurality of copies / b. relationship of copies between them b. relationship of the various copies between them the payment made on one of the copies is legal tender, even though it is not stated that this payment is cancelled the remaining copies. However, the tire remains held at the rate of each accepted copy which he did not return.
The endorser who has transferred copies to different people, as well as the subsequent endorsers, are kept because of all the copies with their signature and which have not been returned.

S. 1065 1. Plurality of copies / reference to acceptance c. reference to acceptance that sent one of the copies to the acceptance must indicate the name of the person into the hands of which this copy is located on the other copies. It is required to return it to the legitimate bearer of another exemplary.
If she refuses the bearer cannot exercise remedies only after being seen by a protest: 1 copy sent to acceptance has not been delivered upon request; 2. that acceptance or payment could be obtained on another copy.

S. 1066 2. Copies / a. form and effects 2. A. form and effects copies any bearer of a bill of Exchange has the right to make copies.
The copy must exactly reproduce the original with endorsements and all other notices contained therein. It must indicate where it stops.
It can be endorsed and endorsed in the same manner and with the same effect as the original.

S. 1067 2. Copies / issue of the original b. issuance of the original copy must designate the holder of the original title. It is required to provide such title to the legitimate holder of the copy.
If he refuses the bearer cannot exercise remedies against persons who have endorsed or endorsed the copy only after being seen by a protest that the original has not handed on him at his request.
If the original title, after the last endorsement that occurred before the copy is made, the clause: "from here the endorsement is only on the copy" or any other equivalent formula, an endorsement signed later on the original is null.

XI. S. alterations 1068. in case of alteration of the text of a bill of Exchange, subsequent to this alteration signatories are obliged under the terms of the altered text. The previous signatories are in terms of the original text.

XII. of Art. prescription 1069 1. Time limits 1. Deadlines all actions resulting from the Bill of Exchange against the acceptor is prescribed by three years from the date of maturity.
The actions of the carrier against endorsers and the shooter are prescribed by one year from the date of the protest drawn up in good time or the deadline clause to return free of charge.
The actions of the endorsers against each other and against the shooter are prescribed by six months from the day where the endorser has repaid the letter or the day where he was himself pressed.

S. 1070 2. Interruption / a. Causes 2. Interruptions a. Causes the prescription is interrupted by the introduction of an action for justice, a requisition for prosecution, a denunciation for instance or a production made in the bankruptcy.

S. 1071 2. Interruption / b. effects b. effects the interruption of the prescription has no effect against a person with respect to which the interrupting Act was done.
When the prescription is interrupted, a new prescription for the same period begins to run.

XIII. cancellation art. 1072 1. Provisional measures 1. Measures provisional who is functus officio without his commitment to a bill of Exchange can require the judge an order enjoining the drawee to pay the title.
In this order, the judge allows the tire to record, at maturity, the amount of the Bill of Exchange and it means instead of logging.

New content according to Chapter 5 of the annex to the Federal law of March 24, 2000 on jurisdiction, in force since 1 Jan. 2001 (RO 2000 2355; FF 1999 2591).

S. 1073 2. If the holder of the title is known 2. If the holder of the title is known when the holder of the Bill of Exchange is known, the judge fixed the claimant a reasonable period of time to bring an action in restitution.
If the applicant does not operate within the time limit, the judge throws the prohibition of pay made to the drawee.

S. 1074 3. If the holder is unknown / a. Obligation of applicant 3. If the holder is unknown a. Obligation to the applicant if the holder of the Bill of Exchange is unknown, the cancellation of the title may be requested.
He who seeks the annulment must make plausible was divested of title without his will and produce a copy or indicate the essential content.

S. 1075 3. If the holder is unknown / b. summation b. summons after these justifications, j. sum holder unknown to produce the Bill of exchange within a specified time, otherwise see annul.

S. 1076 3. If the holder is unknown / c. time c. deadlines the deadline for producing the Bill of Exchange is at least three months and one year at the most.
The judge may set a shorter deadline for bills of Exchange matured would be prescribed before the expiry of the period of three months.
Time short, against bills of Exchange matured from the day where the first summons has been published and, with respect to securities unmatured upon maturity.

S. 1077 3. If the holder is unknown / d. Publication d. Publication the summation of produce is published three times in the Official Gazette Swiss trade.

The judge may exceptionally prescribe such other advertising measures, which it would appear to be useful.

S. 1078 4. Effects / has. In the case of production of Title 4. Effects a. When production of the title if the Bill of Exchange lost is produced, the judge specified by the applicant a time limit for the action in restitution.
If the action is not brought within that period, the judge renders the title to the one who produced it and throws the prohibition of pay made to the drawee.

S. 1079 4. Effects / b. If the title is not product b. If the title is not produced when the Bill of Exchange is not produced within the time limit, the judge decides the cancellation.
Therefore, the change action can still be brought against the acceptor.

S. 1080 5. Orders of the judge 5. Orders of the judge j. may, already before the cancellation, order the acceptor to record the amount of the Bill of Exchange, or against sufficient security, to pay.
The amount of the security guarantees that in good faith, has become a recipient of the Bill of Exchange; It can be removed if the title is cancelled or if rights deriving are off for some other reason.

XIV. provisions general article 1081 1. Deadlines / a. days holidays 1. Time a. holidays the payment of a bill of Exchange which the due date is a Sunday or other recognized holiday by the State may be required that the first working day that follows. Similarly, any other acts relating to the Bill of Exchange, including presentation to the acceptance and the protest cannot be made only one working day.
When one of these acts must be done in a certain period including the last day is a Sunday or other holiday recognized by the State, this period is extended until the first working day following the expiry. Intermediate holidays are included in the computation of the period.

For federal law legal deadlines and time limits fixed by the authorities in accordance with federal law, Saturday is currently deemed to a holiday officially recognized (art. 1 of the Federal law of June 21, 1963, on the speculation of the time including a Saturday; RS 173.110.3).
For federal law legal deadlines and time limits fixed by the authorities in accordance with federal law, Saturday is currently deemed to a holiday officially recognized (art. 1 of the Federal law of June 21, 1963, on the speculation of the time including a Saturday; RS 173.110.3).

S. 1082 1. Deadlines / b. computation of time b. computation of time deadlines legal or conventional do not include the day that serves as a starting point.

S. 1083 1. Deadlines / c. Exclusion of the days of grace c. Exclusion of the days of grace no grace, neither legal nor judicial day is allowed.

S. 1084 2. Place where should be the acts relating to the Bill of Exchange 2. Place where should be the acts relating to the Bill of exchange presentation for acceptance or payment, the protest, the request for duplicate, as well as all other acts to do with a specific person, must be made in its offices or, failing offices in his home.
Offices or the abode will be the subject of due diligence research.
However, these searches can be abandoned if the information taken from the police or the post office in the community have remained unsuccessful.

S. 1085 3. Handwritten signature; signature of the 3 blind. Handwritten signature; signature of the blind statements made by Bill of Exchange must bear the handwritten signature of the author.
The signature cannot be replaced by a signature that proceeds from any means mechanical, by a brand in hand, even legalized nor by an authentic certificate.
The signature of the blind must be legalized.

XV. conflict of laws article 1086 1. Ability to require 1. Ability to require a person's ability to engage by bills of Exchange and promissory note is determined by its national law. If this national law declared competent law of another country, the latter Act is applied.
The person who would be unable, according to the law indicated by the preceding paragraph, is nonetheless validly held if the signature has been provided in the territory of a country under the law of which the person would have been able.

S. 1087 2. Form and time limits for Exchange commitments / has. In general 2. Form and time of Exchange commitments a. In general the form of commitments to letter of Exchange and promissory note is governed by the law of the country in the territory of which these commitments has been pledged.
However, if the commitments on a bill of Exchange or a ticket order are not valid according to the provisions of the preceding paragraph, but that they comply with the legislation of the State where a further commitment was made, the fact that the initial commitments are irregular in shape does not invalidate the validity of subsequent commitment.
Similarly, the commitments of Bill of Exchange or promissory note abroad by a Switzerland will be valid in Switzerland with respect to another citizen of this country, provided that they have been taken in a form prescribed by Swiss law.

S. 1088 2. Form and time limits for Exchange commitments / b. acts intended to exercise and preserve rights Exchange b. acts intended to exercise and maintain rights to change the form and deadlines of the protest, as well as the form of other acts necessary to exercise or to the preservation of rights letter of Exchange and promissory are regulated by the laws of the country on whose territory is to be drawn up the protest or passed the Act in question.

S. 1089 2. Form and time limits for Exchange commitments / c. recourse v. exercise of remedies the time limits for the exercise of recourse action are determined for all signatories by the law of the place of the creation of the title.

S. 1090 3. Effects of Exchange commitments / has. In general 3. Effects of foreign exchange liabilities has. In general the effects of the obligations of the acceptor of a letter of Exchange and the Subscriber of a promissory note are determined by the law of the place where such securities are payable.
The effects that produce the signatures of the other obliged by Bill of Exchange or promissory note are determined by the law of the country in the territory of which the signatures have been given.

S. 1091 3. Effects of Exchange commitments / b. partial acceptance and partial payment b. partial acceptance and partial payment the law of the country where the Bill of Exchange is payable address the issue of whether the acceptance can be restricted to part of the amount or if the bearer is required to receive a partial payment.

S. 1092 3. Effects of Exchange commitments / c. payment. c the payment at maturity, in particular the calculation of the day of maturity and payment, as well as the payment of bills of Exchange which the amount is expressed in foreign currency, are settled in accordance with the law of the country in whose territory the title is payable.

S. 1093 3. Effects of Exchange commitments / d. rights deriving enrichment d. rights deriving from enrichment action exercised due to unjust enrichment against the tire against the domiciliary agent or the person or reason to trade for the account of which the Bill of Exchange was drawn is adjusted in accordance with the law of the country where they are domiciled.

S. 1094 3. Effects of Exchange commitments / e. transfer of the receivable e. transfer of the law of the place of the creation of the title claim determines if the bearer of a bill of Exchange acquires the claim which gave rise to the issuance of the title.

S. 1095 3. Effects of Exchange commitments / f. cancellation f. cancellation the law of the country where the Bill of Exchange or promissory note is payable shall determine the measures to be taken in the event of loss or theft of the Bill of Exchange or promissory note.

C. s. promissory note 1096 1. Particulars 1. Particulars the promissory note contains: 1. the name of the title inserted into the text and expressed in the language used for the drafting of this title; 2. the unconditional promise to pay a sum determined; 3. the indication of the deadline; 4. the place where payment must be made; 5. the name of which or on the agenda of which the payment must be made; 6. the indication of the date and the place where the ticket is purchased; 7. the signature of him who makes the title (subscriber).

S. 1097 2. Lack of particulars 2. Lack of particulars the title in which one of the particulars specified in the preceding article is lacking is not worth as a promissory note, except in cases determined by the following paragraphs.
Promissory note maturity is not indicated is considered as payable at sight.
Unless special, instead of creation of the title is deemed to be the place of payment and, at the same time the place of domicile of the Subscriber.
Promissory note does not indicate the place of its creation is considered to be subscribed in the place designated beside the name of the Subscriber.

S. 1098 3. Reference to the rules on the Bill of Exchange 3. Reference to the Bill of exchange rules are applicable to the promissory note, in so far as they are not inconsistent with the nature of this title, the provisions relating to the Bill of Exchange and concerning: endorsement (art. 1001 to 1010).
maturity (art. 1023 to 1027);
payment (art. 1028 to 1032);
the appeal due to lack of payment (s. 1033 at 1047, 1049 and 1051);
payment by intervention (art. 1054, 1058-1062);
copies (s. 1066 and 1067);
alterations (art. 1068);
prescription (art. 1069 and 1071);
annulment (article 1072 to 1080);

holidays, the computation of time limits, the prohibition of the days of grace, the place where should be the acts relating to the Bill of Exchange and signature (art. 1081-1085).
Are also applicable to promissory note the provisions of the Bill of exchange payable from a third party or in one locality other than that of residence of the drawee (art. 994-1017), the stipulation of interests (arts. 995), saying differences in the amount to be paid (art. 996), the consequences of the use of a signature under the conditions referred to in art. 997, those in the signature of a person who acts without authority or in excess of his powers (art. 998) and the letter Exchange in white (art. 1000).
Are also applicable to the promissory note, the provisions on approval (art. 1020 to 1022); in the case provided for in art. 1021, last paragraph, if approval does not indicate to whom it was given, it shall be deemed to have been on behalf of the Subscriber of the promissory note.

S. 1099 4. Liability of the Subscriber; presentation and view period 4. Liability of the Subscriber; presentation and view time the Subscriber of a promissory note is required in the same way as the acceptor of a bill of Exchange.
Promissory notes payable at a certain time of view must be presented to the visa of the Subscriber within the time limits laid down in art. 1013 view period runs from the date of the signed endorsement of the Subscriber on the ticket. The refusal of the Subscriber to give his dated visa is witnessed by a protest (art. 1015) whose date serves as a starting point to view time.

Chapter V: of the cheque I. The creation and the form of Art. check 1100 1. Particulars 1. Particulars cheque contains: 1. the name of cheque, inserted in the same text of the title and expressed in the language used for the drafting of this title; 2. the mandate outright to pay an amount specified; 3. the name of person who must pay (fired); 4. the indication of the place where payment must be made; 5. the indication of the date and the place where the check is created; 6. the signature of him issuing the cheque (shooter).

S. 1101 2. Lack of particulars 2. Lack of particulars the title in which one of the particulars specified in the preceding article is lacking does not apply as cheque, except in the cases determined by the following paragraphs.
Unless special, the place designated beside the name of the tire is deemed to be the place of payment. If multiple locations are indicated next to the name of the tire, the cheque is payable to the first place.
Failing such indications or any other indication, the cheque is payable to the place where the drawee has its principal place of business.
The cheque without indication of the place of its creation is considered to be subscribed in the place indicated next to the name of the shooter.

S. 1102 3. Designation of tire 3. Designation of the tire the cheques payable in Switzerland can be derived only on bankers.
A cheque drawn on another person is as simple assignment.

S. 1103 4. Prior provision 4. Prior provision the cheque may be issued that if the shooter has funds at its disposal at the tire 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 failure to comply with these requirements, the validity of the title as cheque is not reached.
When the shooter may have a partial provision at the tire, it is required to pay the amount.
The shooter who issues a cheque without a provision at the drawee for the amount specified must bearer 5% of the amount not covered of the cheque, in addition to the repair of the damage caused.

S. 1104 5. Acceptance excluded 5. Acceptance excluded the cheque cannot be accepted. A reference to acceptance on the cheque is deemed unwritten.

S. 1105 6. Designation of the creditor 6. Designation of the creditor the cheque may be stipulated payable: to a named person, with or without clause expressly "to order";
a person called, with the clause "not on agenda" or an equivalent clause;
bearer.
The cheque in favour of another shareholder, with the words 'or bearer', or an equivalent term is worth as a cheque to the bearer.
The cheque without indication of the recipient applies as a cheque to the bearer.

S. 1106 7. Disclaimer of interest 7. Stipulation of interest any interest stipulation inserted in the cheque is deemed unwritten.

S. 1107 8. Places of payment and cheque resident 8. Places of payment and domiciled cheque the cheque may be payable to the home of a third party, either in the locality where the tire is domiciled or in another locality, to provided that the third party is banker.

II. transmission arts 1108 1. Transmissibility 1. Communicability the stipulated check payable to the benefit of a person with or without an express clause "to order" is transferable through the endorsement.
The stipulated check payable to the benefit of a person named with the clause "not on agenda" or an equivalent clause is transferable only in the form and with the effects of a regular assignment.
The endorsement may be done even to the benefit of the shooter or other obligor. These individuals can endorse the cheque again.

S. 1109 2. Elements 2. Elements the endorsement must be pure and simple. Any condition to which he is subject is deemed unwritten.
Partial endorsement is nil.
Is also no endorsement of the tire.
The endorsement to bearer is worth as endorsement in blank.
Endorsement to the tire is worth as a receipt, except in the case where the drawee has several establishments and where an endorsement is made for the benefit of one institution other than the one on which the cheque was drawn.

S. 1110 3. Legitimation of the carrier 3. Legitimation of the holder the holder of a cheque endorsable is considered legitimate bearer if it justifies its right by an uninterrupted endorsements, even if the last endorsement is white. Strikethrough endorsements are, in this regard, deemed not written. When an endorsement in blank is followed by another endorsement, the signer thereof is deemed to have acquired the endorsement in blank cheque.

S. 1111 4. Cheque bearer 4. Cheque bearer an endorsement on a cheque to the bearer makes the endorser liable for pursuant to the provisions governing the use of; It converts, moreover, not the title in a cheque payable to.

S. 1112 5. Dispossession 5. Dispossession when a person was robbed of a cheque by any event whatsoever the bearer into the hands of which the cheque is reached - or whether a cheque to the bearer, or whether it's an endorsable cheque for which the wearer justifies its right in the manner specified in art. 1110 is required to divest itself of the cheque if it acquired in bad faith or if taking it, he has committed serious misconduct.

S. 1113 6. Rights deriving from the posterior to the deadline or the 6 protest endorsement. Rights arising from posterior to the deadline or the protest endorsement endorsement after the protest or an equivalent declaration, or after the expiry of the deadline for submission, that the effect of an ordinary assignment.
Unless proved otherwise, the endorsement undated is presumed to have been made before the protest or the equivalent findings or before the expiry of the time limit referred to in the preceding paragraph.

III. downstream s. 1114. the payment of a cheque can be guaranteed for all or part of the amount by a downstream.
This warranty is provided by a third party, except the tire, or even by a signer of the cheque.

IV. the presentation and payment article 1115 1. Date 1. The cheque is payable at sight. Any otherwise is deemed unwritten.
The cheque presented to the payment before the day indicated as the date of issue is payable the day of the presentation.

S. 1116 2. Presentation to pay 2. Presentation to pay the cheque issued and payable in the same country must be presented for payment within eight days.
The cheque issued in another country where it is payable must be submitted within a period either days, 70 days, depending on whether the place of issue and the place of payment are located in the same or in another part of the world.
In this regard, cheques issued in a country of Europe and payable in a country bordering the Mediterranean or vice versa are considered issued and payable in the same part of the world.
The starting point of the time limits stated above is the day focused on the check as the date of issue.

S. 1117 3. Old style 3. Old style when a cheque is drawn between two places with different timetables, the day of the show will be reduced to the corresponding day of the calendar of the place of payment.

S. 11184 presentation at a clearing house 4. Presentation to a clearing house presentation of a cheque to a recognized by the Swiss National Bank clearing house equals the payment submission.

New content according to chapter II 2 of the annex to the LF of 3 oct. 2003 on the National Bank, in force since May 1, 2004 (RO 2004 1985; FF 2002 5645).

S. 1119 5. Revocation / has. In general 5. Revocation has. In general the revocation of the cheque has no effect until after the expiration of the deadline for submission.
If not revocation, the tire may pay even after the expiration of the time limit.
If the shooter alleges that the cheque has been lost by him or by a third party, it may prohibit payment to the drawee.

S. 1120 5. Revocation / b. In the event of death, disability and bankruptcy b. In the event of death, disability and bankruptcy death to the shooter or his disability occurring after the show or its bankruptcy touch to the effects of the cheque.

S. 1121 6. Verification of endorsements


6 verification of the endorsements the drawee that pays a cheque endorsable is obliged to check the regularity of the suite of endorsements but not the signing of the endorsers.

S. 1122 7. Payment in foreign currency 7. Payment in foreign currency when a cheque is payable in a currency not having courses instead of payment, the amount can in be paid within the period of presentation of the cheque in the currency of the country according to its value on the day of payment. If payment has not been made to the presentation, the wearer may, at its option, ask that the amount of the cheque is paid in the currency of the country according to the course, or the day the presentation, to the day of payment.
The uses of the place of payment are used to determine the value of the foreign currency. However, the shooter may stipulate that the sum payable shall be calculated using a price determined in the cheque.
The above rules will not apply in case the shooter has stipulated that the payment must be made in a certain specified currency (payment in a foreign currency clause).
If the amount of the cheque is shown in a currency with the same name, but a different value in the country of transmission and the payment, it is assumed referring to the currency of the place of payment.

V. the crossed cheque and cheque to wear into account art. 1123 1. Crossed cheque / a. Definition 1. Cheque crossed a. Definition the shooter or the holder of a cheque can close it with the effects listed in the following article.
The crossing is done through two parallel bars attached to the front. It may be general or special.
The crossing is general if it carries any designation between the two bars or the 'banker' reference or an equivalent term. It is special if the name of a banker is placed between the two bars.
General crossing can be transformed into special crossing, but the special crossing can be transformed into general crossing.
The redlining of the crossing or the name of the designated banker is deemed void.

S. 1124 1. Crossed cheque / b. effects b. effects a cheque in general crossing cannot be paid by the drawee to a banker or a client of the tire.
A special crossing cheque can be paid by the drawee and the designated banker, or if it is the tire, to his client. However, the designated banker can use for cashing an another banker.
A banker may not acquire a crossed cheque to one of its customers or other banker. It cannot cash it on behalf of others than these.
A cheque several special barrements can be paid by the drawee only where it's two barrements whose one for receipt by a clearing house.
The drawee or the banker that does not comply with the above provisions is liable for damage up to the amount of the cheque.

S. 1125 2. Cheque to wear into account / a. In general 2. Cheque to wear into account has. In general the shooter as well as the bearer of a cheque can defend that we paid in cash, by inserting the front the cross reference "to carry into account" or an equivalent term.
In this case, the cheque may give rise, on the part of the tire, only to a settlement by Scriptures (credit account, transfer or compensation). Regulation by Scriptures is payment.
The redlining of the words "to carry into account" is deemed void.
The tire that does not comply with the above provisions is liable for damage up to the amount of the cheque.

S. 1126 2. Cheque to wear into account / b. rights of the holder in the event of bankruptcy, suspension of payments, enter b. rights of the holder in the event of bankruptcy, suspension of payments, before the holder of a cheque for compensation may, however, require the drawee to pay cash and fault by the latter to exercise his recourse if the drawee is bankrupt, has suspended its payments or has been the subject of an unsuccessful seizure.
It is same carrier which, as a result of measures taken in application of the Federal law of November 8, 1934, on banks and savings banks, may not have his credit with the drawee.

RS 952.0 s. 1127 2. Cheque to wear into account / c. rights of the carrier in case of refusal to operate transfer or clearing v. rights of the carrier in case of refusal to operate transfer or clearing the holder of a cheque for compensation has, in addition, the right to exercise his recourse if it establishes that the drawee refuses to operate the transfer without condition or if the place of payment clearing house declares that this cheque does not lend itself to extinguish debts of the wearer.

VI. the appeal due to lack of payment article 1128 1. Rights of the carrier 1. Rights holder the holder may exercise its remedies against endorsers, the shooter and the other, if the cheque, presented in good time is not paid and if the refusal of payment is found: 1 either by an authentic deed (protest); 2. or by a declaration of the drawee, dated and written on the cheque with the indication of the day of the presentation; 3. either by a statement of a clearing house that the cheque has been delivered in good time and that it has not been paid.

S. 1129 2. Protest. Time 2. Protest. Time the protest or the equivalent declaration must be made before the expiry of the deadline for submission.
If the presentation takes place the last day of the time limit, the protest or equivalent declaration can be established the first following working day.

S. 1130 3. Extent of appeal 3. Scope of use the holder may claim to the one against which it exerts its action: 1. the amount of the cheque without pay; 2. interest at the rate of 6% from the date of the presentation; 3. the costs of the protest or the equivalent recognition, those of the advice given, and other costs; 4. a right of commission of one third per cent at most.

S. 1131 4. Reserve concerning force majeure 4. Reserve concerning force majeure when the presentation of the cheque, the manufacture of the protest or the equivalent declaration in a timely manner is prevented by an insurmountable obstacle (legal requirement of one State any or other cases of force majeure), these deadlines are extended.
The carrier shall, without delay, give notice of the force majeure its endorser and mention this notice, dated and signed him on the check or on an allonge; for the remainder, the provisions of art. 1042 are applicable.
After the termination of the force majeure, the carrier must without delay, present the cheque payment and, if applicable, making the protest or an equivalent declaration.
If the force majeure persists beyond fifteen days from the date on which the wearer, even before the expiration of the time of presentation, given notice of force majeure its endorser, recourse may be exercised without or presentation or protest or an equivalent declaration is necessary.
Are not considered as force majeure the purely personal facts the bearer or that he was responsible for the presentation of the cheque or the establishment of the protest or an equivalent declaration.

VII. false or falsified cheque s. 1132. the damage resulting from a false or falsified cheque is the responsibility of the tire if no fault is attributable to the person designated as the shooter in the title; the fault of the shooter will consist in the fact of having not seen with enough care conservation of cheque forms which was handed.

VIII. the plurality of copies s. 1133. except the bearer cheques, any cheque issued in one country and payable in another country or a part of the overseas countries and vice versa, or well issued and payable in the same part or parts overseas from the same country can be drawn in several identical copies. When a cheque is made multiple copies, these copies shall be numbered in the text of the title, failing which each of them is considered to be a separate cheque.

IX. limitation s. 1134. the shares in appeal of the wearer against endorsers, the shooter and the other are prescribed by six months from the expiry of the deadline for submission.
Actions for use with various obligors to the payment of a cheque against the other are prescribed by six months from the day where the obligor has paid the cheque or the day where he was himself pressed.

X. provisions general article 1135 1. Definition of the 'banker' 1. Definition of the 'banker' in this chapter the word 'banker' includes the reasons for trade that are subject to the Federal law of November 8, 1934, on banks and savings banks.

RS 952.0 s. 1136 2. Deadlines / a. days holidays 2. Time a. holidays the presentation and the protest of a cheque cannot be made only one working day.
When the last day of the time allowed by law for the performance of acts relating to check and especially for the presentation, or for the establishment of the protest or an act equivalent, is a Sunday or other holiday recognized by the State, this period is extended until the first business day which follows the expiry. Intermediate holidays are included in the computation of the period.

For federal law legal deadlines and time limits fixed by the authorities in accordance with federal law, Saturday is currently deemed to a holiday officially recognized (art. 1 of the Federal law of June 21, 1963, on the speculation of the time including a Saturday; RS 173.110.3).

S. 1137 2. Deadlines / b. computation of time b. calculation of the time periods provided by this Act do not include the day that serves as a starting point.

XI. conflict of laws article 1138 1. Passive by cheque require capacity


1 passive ability is required by cheque the law of the country where the cheque is payable determines which persons on which a cheque can be fired.
If, in this law, title is void as cheque because the person on which it was drawn, the obligations resulting from signatures y affixed in other countries whose laws do not contain such provision are nevertheless valid.

S. 1139 2. Form and time limits for commitments by cheque 2. Form and time limits for commitments by cheque cheques commitments form is regulated by the law of the country on whose territory these commitments has been pledged. However, the observation of the forms prescribed by the law of the place of payment is sufficient.
However, if the commitments undertaken on a cheque are not valid according to the provisions of the preceding paragraph, but that they comply with the legislation of the country where a further commitment was made, the fact that the initial commitments are irregular in shape does not invalidate the validity of subsequent commitment.
Similarly, cheques overseas commitments by a Switzerland will be valid in Switzerland for another of its nationals, provided that they have been taken in the form laid down by the Swiss law.

S. 1140 3. Effects of commitments of cheques / a. law of the place of subscription 3. Effects of liabilities from cheques a. law of the place of subscription the law of the country in the territory of which the obligations of the cheque have been subscribed adjusts the effects of these obligations.

S. 1141 3. Effects of cheques commitments / b. law of the place of payment b. law of the place of payment determines the law of the country where the cheque is payable: 1 if the cheque is necessarily view or it can be fired at a certain time from view and also what are the effects of a postdated; 2. the deadline; 3. If the cheque can be accepted, certified, confirmed or endorsed and what are the effects of these endorsements; 4. If the carrier may require and is obligated to receive payment partial; 5. If the cheque can be crossed or bear the clause "to carry into account" or an equivalent expression, and what are the effects of this crossing this clause or this expression equivalent; 6. If the holder has rights special on the provision and what is the nature of these; 7. If the shooter may revoke the cheque or make opposition to the payment thereof; 8. the measures to be taken in the event of loss or theft of the cheque; 9. If a protest or an equivalent declaration is required to maintain the right to appeal against endorsers, the shooter and the other.

S. 1142 3. Effects of commitments of cheques / c. law of the place of domicile c. law of the place of domicile rights deriving from unjust enrichment against the drawee or the domiciliary agent are settled in accordance with the law of the country where they are domiciled.

XII. Application of the law of Exchange article 1143. the following provisions of the law of Exchange apply to check: 1. art. 990 on the ability to bind himself by letter Exchange; 2. art. 993 on the Bill of Exchange to the order of the drawer, pulled on itself and on behalf of a third party; 3. art. 996-1000 on differences in the enunciation of the amount, the signing of those unable to bind himself, signing without powers, the responsibility of the shooter and the Bill of Exchange in white; 4. art. 1003 to 1005 on the endorsement; 5. art. 1007 on the objections of the letter Exchange; 6. art. 1008 on the rights deriving from an endorsement by proxy; 7. art. 1021 and 1022 on the form and the effects downstream; 8. art. 1029 on the right to demand a receipt and payment partial; 9. art. 1035 in 1037 and art. 1039 to 1041 on the protest; 10. art. 1042 on notice; 11. art. 1043 on the clause "no protest"; 12. art. 1044 on the solidary guarantee of people obliged; 13. art. 1046 and 1047 on the remedies for reimbursement of the Bill of Exchange and the right to delivery of the letter, of the protest and the receipt; 14. art. 1052 on the rights deriving from the enrichment; 15. art. 1053 on the transfer of the provision; 16. art. 1064 on the relationship of the various copies between them; 17. art. 1068 on alterations; 18. art. 1070 and 1071 on the interruption of the limitation period; 19. art. 1072 1078 and 1079, al. 1: on the cancellation, 20. art. 1083 to 1085 on the exclusion of the days of grace, the place where should be the acts relating to the Bill of Exchange and signature handwritten; 21. art. 1086 and 1088-1089 on the conflict of laws relating to the ability to bind himself to acts intended to exercise and maintain Exchange rights and the exercise of the remedy.

Are not applicable to check the provisions of these articles relating to the acceptance of the Bill of Exchange.
To be applicable to the cheque, the art. 1042, al. 1, 1043, al. 1 and 3, and 1047 are supplemented in the sense that the protest may be replaced by a similar finding in art. 1128, ch. 2 and 3.

XIII. subject to the special legislation arts. 1144 remain reserved special provisions governing the postal cheque.

Chapter VI: Securities similar to the effects of Exchange and other securities to order article 1145 A. In general / I. Conditions A. In general I. Conditions is considered to order any paper-value created with the clause to order or declared such by law.

S. 1146. A. In general / II. Defences of the obligor II. Defences of the obligor the debtor of title to order may only invoke the learned exceptions of the invalidity of the title or its wording, and those he has personally against the creditor.
It may invoke the exceptions based on his personal relationship with the shooter or a previous holder if the holder, by acquiring the title, acted knowingly at the expense of the debtor.

S. 1147 B titles similar to the effects of Exchange / I. summons to order / 1. In general b. titles similar to the effects of change I. assignment to order 1. In general the assignments that are not defined in the title as exchange rate effects, but which are specifically created to order and which also meet the conditions required for the Bill of Exchange, are assimilated to.

S. 1148 B titles similar to the effects of Exchange / I. summons to order / 2. Mandatory submission no 2. Mandatory submission not house arrest order is not presented for acceptance.
If it is presented nevertheless and acceptance is refused, the carrier has no right of appeal of this masterpiece.

S. 1149 B titles similar to the effects of Exchange / I. summons to order / 3. Effects of acceptance 3. Effects of acceptance when a summons to order is accepted willingly, the author of the acceptance is likened to the acceptor of a bill of Exchange.
The wearer can however recourse before the deadline if the assigned is bankrupt, has suspended payments or has been the subject of an unsuccessful seizure.
Similarly, there is no redress before the deadline when assigning it is bankrupt.

S. 1150 B titles similar to the effects of Exchange / I. summons to order / 4. Exclusion of the prosecution for currency effects 4. Exclusion of the prosecution for exchange rate effects the provisions of the Federal law of April 11, 1889, the prosecution for debts and bankruptcy for the prosecution for currency effects are not applicable to order house arrest.

RS 281.1 s. 1151 B titles similar to the effects of Exchange / II. Promise to pay to order II. Promise to pay to order promises to pay which are not referred to in the title as of exchange rate effects, but which are specifically created to order and which also meet the conditions required for the promissory note, are assimilated to it.
However, the promises to pay created to order are not subject to the rules concerning payment by intervention.
The provisions of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy related to the prosecution for currency effects are not applicable to the promises of pay to order.

RS 281.1 s. 1152 C tracks endorsable C. other endorsable titles all titles by which the subscriber undertakes to do in a place, a time and for a specific sum, certain payments in cash or delivery of certain quantities of fungible things can be transferred by endorsement if they are expressly created to order.
These titles, as well as other endorsable securities, such as certificates of deposit, warrants, loading, are subject to the rules of the law of change with regard to the form of the endorsement, the legitimization of the wearer, annulment and the action for restitution given against a person who holds.
The provisions relating to the effects of change appeals are not applicable to these titles.

Chapter VII: Representative titles of goods article 1153 A sayings A. particulars representative goods securities issued as securities by a warehousekeeper or a carrier must indicate: 1. the place and the day of the show, as well as the signature of the person issuing the title; 2. the name and address of that person; 3. the name and residence of the applicant or of the sender; 4. the description of the goods stored or shipped, with an indication of its quality, its quantity and signs that can distinguish it; 5. the fees and charges payable or which the prepayment; 6. the specific conventions of stakeholders relating to the handling of goods; 7. the number of copies of the title; 8. the name of the person who has the right to dispose, or indicate that the title is to order or to bearer.

S. 1154 (B). Warrant B. The warrant

When several copies of one of these titles are erect and one of them is intended to be delivered as collateral, it must be designated as such (warrant) and also contain the elements of a representative title of goods.
The issuance of the warrant is mentioned on other copies, and any collateral is registered with indication of the amount payable and the due date.

S. 1155 C scope of the prescribed C. scope of the prescribed securities issued for goods stored or which are the subject of a contract of carriage are point of securities if the forms required by the law have not been observed; they have the character of receipts or other documentary evidence.
Securities issued by depositors who have not obtained of the competent authority the concession provided by law are considered securities if the statutory forms have been observed. The authors of these emissions will be struck by the cantonal authority of a fine of up to 1000 francs.

Thirty-fourth title: borrowings by obligations chapter I: of the required prospectus for arts programming 1156. the obligations of a loan cannot be implemented with public subscription or introduced on the stock exchange on the basis of a prospectus.
The provisions concerning the prospectus for the issue of new shares shall apply by analogy; Moreover, the prospectus must mention the details of the conditions of the loan, including interest, to repay, the special safeguards for the obligations and, where appropriate, to the representation of the community of creditors.
When bonds have been issued without a prospectus complying with that precedent, or when the prospectus contains inaccurate assertions or otherwise to the requirements of the Act, persons who have contributed are jointly responsible for the harm they have caused intentionally or through negligence.

Chapter II: The community of creditors in borrowing by obligations art. 1157 A terms A. Conditions when the obligations of a loan for which uniform conditions have been adopted are issued, directly or indirectly, as a result of a public subscription, by a debtor in Switzerland his home or an industrial or commercial establishment, the creditors are, of right, a community.
When several loans are issued, the creditors of each form a distinct community.
The provisions of this chapter are not applicable to the borrowings of the Confederation, the cantons, communes and communities or institutions of public law.

S. 1158 B. The representative of the community / I. Designation B. The representative of the community I. Designation unless stipulated otherwise, the representatives appointed under the conditions of the loan are both the community of creditors that the debtor.
The meeting of creditors may appoint one or more representatives of the community.
If several representatives have been appointed, unless agreed otherwise, they exercise their powers jointly.

S. 1159 B. The representative of the community / II. Powers of the representative / 1. General rules II. Powers of representative 1. General rules the representative has the powers conferred by law, by the terms of the loan or by the meeting of creditors.
It requires the debtor, if appropriate, the convening of the meeting of creditors, to implement the decisions and represents the community within the limits of the powers vested in it.
Creditors may assert their rights, as the representative has the power to exercise individually.

S. 1160 (B). The representative of the community / II. Powers of the representative / 2. Control of the debtor 2. Control of the representative of the community of creditors debtor is authorized to require the debtor all information for the Community interest, also long that debtor is lagging behind in the implementation of the obligations under the loan agreement.
If the debtor is a Société anonyme, a Société en commandite par actions, a limited liability company or a cooperative society, the representative may, under the same conditions, taking part, with voice but without vote, in the deliberations of bodies as they affect the interests of the creditors of the loan.
It must be convened in these deliberations and receive time useful communication of all documents relating thereto.

S. 1161 (B). The representative of the community / II. Powers of the representative / 3. In the case of loans guaranteed by pledge 3. In the case of loans guaranteed by pledge when a representative of the debtor and the creditors has been designated for a loan guaranteed by a pledge movable or immovable, it has the same rights as Attorney powers pledge on buildings.
The representative is required to safeguard the largest diligently and impartially the rights both of the creditors of the debtor and the owner of the pledge.

S. 1162 (B). The representative of the community / III. End of the III powers. End of the powers the meeting of creditors may revoke or modify at any time the powers that it has granted to a representative.
The powers of a representative designated under the conditions of the loan may be revoked or modified at any time by a decision of the community with the consent of the debtor.
For proper reasons, the judge may order the revocation of all authorities at the request of the debtor or of a bond.
When the powers of the representative will turn off for a cause, the judge takes, at the request of the debtor, or a bond measures ordered by the safeguarding of their rights.

S. 1163 (B). The representative of the community / IV. Expenses IV. Fresh charges a representative designated under the conditions of the loan are the responsibility of the debtor of the loan.
The cost of a representative elected by the community of creditors are charged on the benefits of the debtor of the loan and doors into account to all creditors in proportion to the nominal value of the bonds they hold.

S. 1164 C meeting of creditors / I. General rules v. meeting of creditors I. General rules the community of creditors can use, within the limits of the Act, all necessary measures for the defence of common interests, especially if the debtor is in a critical situation.
Community decisions are taken by the meeting of creditors and are valid if they satisfy the General and special conditions laid down by the law.
Bondholders can no longer individually exercise their rights to the extent of a valid decision of the meeting of the creditors opposes.
The costs of convening and the meeting of the Assembly are the responsibility of the debtor.

S. 1165 C meeting of creditors / II. Convening / 1. General rules II. Notice 1. General rules the meeting of creditors is convened by the debtor.
The debtor is required to convene it within twenty days when creditors who have set at least one-twentieth of the capital in circulation or when the representative of the community so request in writing indicating the purpose and the reasons for this notice.
If the debtor does not give the request, the judge may permit its writers to convene themselves the Assembly. The judge of the current headquarters or the last seat of the debtor in Switzerland is always competent.
When the debtor is or was that an institution in Switzerland, the Court of the place of stay is always competent.

New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).
New content according to chapter II 5 of Schedule 1 to the CPC from 19 Dec. 2008, in force since 1 Jan. 2011 (2010 1739 RO; FF 2006 6841).

S. 1166 C meeting of creditors / II. Convening / 2. Probation 2. Suspension is suspended the exercise of fees belonging to the creditors of the loan as soon as the convening of the meeting of creditors was regularly published and until the proceedings before the authority of composition is definitively closed.
This sentence is not equated to the suspension of payment under the terms of the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy; bankruptcy can be declared without prior prosecution.
For the duration of the sentence for fees belonging to creditors of borrowing the prescription or the lapse that could be interrupted by an act of prosecution remain suspended.
The higher cantonal concordat authority may, at the request of a creditor, revoke the suspension of which the debtor would abuse.

RS 281.1 s. 1167 C meeting of creditors / III. Meeting / 1. Right to vote III. Meeting 1. Right to vote the right to vote belongs to the owner of an obligation or his representative; If the obligation is subject to usufruct, however it is up to the usufructuary or his representative. However the usufructuary is liable to the owner if, in exercising the right to vote, it does not take its interests into account to a fair extent.
The obligations of the debtor is owner or usufructuary do not confer the right to vote. However, when bonds belonging to the debtor are pledged, the secured creditor retains the right to vote.
The owner of the encumbered obligations of a right of pledge or retention for the debtor has the right to vote.

S. 1168 C meeting of creditors / III. Meeting / 2. Representation of specific bond


2 representation of specific bond representation of a creditor cannot be exercised only under written authority, unless it derives from the Act.
It is not permissible for the debtor to represent of the voting bondholders.

S. 1169 C meeting of creditors / IV. Rules of procedure IV. Rules of procedure the federal Council lays down rules for the convening of the meeting of creditors, the communication of the agenda, the justification for the right to take part in the Assembly, the Presidency of the, the form for the decisions and the mode that the persons concerned are notified.

S. 1170 D. Decisions of the community / I. Restriction of the rights of creditors / 1. Lawful measures and required majority / a. community unique D. Decisions of the community I. Restriction of the rights of creditors 1. Lawful measures and required majority a. unique community a majority of two-thirds at least of outstanding capital is required to make valid decisions can be taken on the following objects: 1. the postponement of the payment of interest for five more years, with possibility of extension for two further periods of five years at maximum; 2. the furnishing of interest for five years at the most, within a period of seven years; 3. the reduction of the rate of interest up to half of the rate stipulated in the conditions of the loan or replacement of interest fixed interest depending on the result of affairs, in both cases for ten years at the most, with possibility of extension for five years; 4. the extension of ten years of the time limit for depreciation, through the reduction of annuities or the increase in the number of repayments partial or temporary suspension of benefits, with the possibility of extension for five years; 5. the postponement for ten more years of repayment, either for a matured loan terms or from which expired within a period of five years or fractions of this loan, with the possibility of extension for five years; 6. permission to a repayment of capital; 7. the pledging, with right of priority for new capital paid to the company, the modification of the collateral securing a loan or the total or partial waiver of these securities; 8. the approval of the revision of the clauses that limit the issuance of bonds in relation to capital stock; 9. the approval of the full or partial commutation of obligations of the loan into shares.

These measures can be combined.

S. 1171 D. Decisions of the community / I. Restriction of the rights of creditors / 1. Lawful measures and required majority / b. If there is more than one community b. If there's more of a community when there is more than one community of creditors, the debtor may submit simultaneously one or various of the measures provided for in the preceding article, in the first case under the condition that the proposed measure will be valid only if all communities join in the second under the supplementary reserve that the validity of each of these measures will depend on the acceptance of others.
Are considered as accepted the proposals to which representatives of at least two-thirds of the capital outstanding from all communities, have subscribed to condition that the majority of the latter has approved them and that, in each of them, proposals have been approved at least by a simple majority of the capital represented.

S. 1172 D. Decisions of the community / I. Restriction of the rights of creditors / 1. Lawful measures and required majority / v. Determination of the majority v. Determination of the majority the obligations which do not confer the right to vote do not come into account for the calculation of the outstanding capital.
Where a proposal submitted to the meeting of creditors is not the required majority, the debtor can complete the number of votes obtained in transmitting to the president of the Assembly, in the two months that follow, declarations of accession written and legalized, and thus cause a valid decision.

S. 1173 D. Decisions of the community / I. Restriction of the rights of creditors / 2. Disclaimer / a. general rule 2. Clause limiting a. general rule no bond cannot be compelled by a decision of the community to tolerate other restrictions of the rights of the creditors than those laid down in art. 1170 or perform services which were not provided for in the conditions of the loan or agreed with him during the presentation of the obligation.
The community of creditors cannot extend the rights of the latter without the consent of the debtor.

S. 1174 D. Decisions of the community / I. Restriction of the rights of creditors / 2. Disclaimer / b. equal treatment b. equal treatment mandatory decisions must have the same effect for all creditors of a community, except the formal commitment of those who would be treated more unfavourably than others.
The rank of the secured creditors cannot be changed to their will. Is only art. 1170, c. 7.
Are zero assurances or the allocations made to some creditors at the expense of the other members of the community.

S. 1175D. Decisions of the community / I. Restriction of the rights of creditors / 2. Disclaimer / c. status and balance v. State of situation and balance of the proposals for the measures provided for in art. 1170 can only be made by the debtor and discussed by the meeting of creditors on the basis of status on the day of its meeting or dating stock to at most six months, regularly trained and certified correct by the Auditors, there is a.

New content according to chapter I 3 of the LF of 16 Dec. 2005 (right of the liability company limited; adaptation of the rights of the anonymous society, cooperative society, the register of trade and trade reasons), in force since 1 Jan. 2008 (2007 4791 RO; FF 2002 2949, 2004 3745).

S. 1176 D. Decisions of the community / I. Restriction of the rights of creditors / 3. Approval / a. General requirements 3. Approval a. General rules decisions restricting the rights of creditors have an effect only if they were approved by the cantonal authority upper concordat.
The debtor submits them to the approval of this authority in the month from the day where they were taken.
The scheduled to deliberate on this subject is published and the bondholders are advised that they will be able to submit their comments in writing or during the discussion, also of viva voce.
This procedure costs are borne by the debtor.

S. 1177 D. Decisions of the community / I. Restriction of the rights of creditors / 3. Approval / b. Conditions b. Conditions approval may be refused in the following cases: 1. If the requirements relating to the convening of the Assembly and the conditions to be fulfilled by the decisions of the have been raped; 2. If the decision taken to remedy a critical situation of the debtor was not required; 3. If the common interests of the bondholders are not sufficiently safeguarded; 4. If the decision is taken in an illicit way.

S. 1178 D. Decisions of the community / I. Restriction of the rights of creditors / 3. Approval / c. recourse v. use any bond may, within thirty days, in accordance with the appeal prosecution and bankruptcy proceedings, refer to the federal court the issuance of approval of a decision to which it has not acceded, when this decision violates the law or is not appropriate to the circumstances.
Similarly, the creditor who acceded to a decision and the debtor can appeal against refusal to approve it.

S. 1179 D. Decisions of the community / I. Restriction of the rights of creditors / 3. Approval / d. Revocation d. Revocation if it is subsequently found that the decision of the meeting of creditors intervened in an illicit way, upper cantonal concordat authority may, at the request of a bond, revoke wholly or partially approved.
The request must be made within six months from the day where the bondholder is aware of the irregularity of the decision.
The debtor and any bondholder may, within thirty days, in accordance with the appeal prosecution and bankruptcy proceedings, use the federal against the revocation of approval Tribunal when it violates the law or is not appropriate to the circumstances. Similarly, the claimant bond may appeal the refusal to revoke the approval.

S. 1180 D. Decisions of the community / II. Other decisions / 1. Powers of the representative of the community II. Other decisions 1. Credentials of the representative of the community the consent of creditors representing more than half of the outstanding capital is necessary to revoke or amend the powers given to a representative of the community.
The same majority is required to give a representative of the Community powers to safeguard equally the rights of creditors in the bankruptcy of the debtor.

S. 1181 D. Decisions of the community / II. Other decisions / 2. Other cases 2. Other cases the decisions that do not take the rights of bondholders nor prescribe these new benefits can be taken by an absolute majority represented voices, unless otherwise provided by the law or the terms of the loan require a stronger majority.

The absolute majority is calculated in all cases, on the nominal value of the share capital represented at the meeting by the obligations voting.

S. 1182 D. Decisions of the community / II. Other decisions / 3. Remedy 3. Use any bondholder who has not joined the decisions referred by the art. 1180 and 1181 may, when they break the law or treaty clauses, refer them to the judge in the month from the day where there knowledge.

S. 1183 E. special cases / I. bankruptcy of debtor E. special cases I. bankruptcy of the debtor when the debtor is declared bankrupt, the administration of the bankruptcy immediately convene a meeting of creditors, which gives to the already designated representative, or to the rights of creditors in the bankruptcy that it would designate itself, the necessary powers to save in a way equal.
Lack of decision conferring the powers necessary for a representative, each creditor personally exercises its rights.

S. 1184 E. special cases / II. Composition II. Concordat in the bankruptcy procedure, creditors do take, subject to what is prescribed for borrowings guaranteed by pledge, no decision about the composition and membership is exclusively governed by the Federal law of April 11, 1889, on the prosecution for debts and bankruptcy.
The community of creditors rules apply to the creditors of the loan guaranteed by pledge, as restrictions would be made to their rights to an extent exceeding the effects of the concordat.

RS 281.1 s. 1185 E. special cases / III. Loans to railway or III navigation companies. Railway or navigation companies borrowing the provisions of this chapter shall apply subject to the following companies to railway or navigation.
The request for the convening of a meeting of creditors is addressed to the federal court.
The federal court is competent to convene the meeting of creditors, as well as to find, approve and execute its decisions.
As soon as the federal court is seized of the request for the convening of a meeting of creditors, he may order a reprieve with the effects provided for in art. 1166 s. 1186 f. imperative law F. imperative law F. imperative law 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 the creditors and the debtor.
Are reserved for the provisions of the loan conditions that make the decisions of the meeting of creditors more difficult to obtain.

New content according to the Federal law of 18 Dec. 1936, in force since 1 Jul. 1937 (RO 53 185; FF 1928 I 233, 1932 I 217). See the disp. fin. and trans. tit. XXIV to XXXIII, at the end of the CO.
New content according to chapter I of the Federal law of April 1, 1949, in force since 1 Jan. 1950 (RO 1949 I 820 830; FF 1947 III 905). See the disp. . end of this chapter at the end of the CO (chap. II of the tit. (XXXIV). transitional provisions of the Federal Act of 30 March 1911 I. The final title of the civil code receives the following changes:...
II. this Act shall enter into force on January 1, 1912.
The federal Council is responsible, in accordance with the provisions of the Federal law of June 17, 1874, concerning popular on laws and federal orders votes, to publish this Act.

RS 210 models can be found at the RO 27 321.
[RS 1 162; RO 1962 827 art. 11 al. 3 RO 1978 688 art. let 89. b] status on 1 January 2016 final provisions of the amendment on March 23, 1962, s. 1. Privilège in the bankruptcy A. Privilege in the bankruptcy...

Models can be found at the RO 1962 1082.

S. 2B competition unfair B. unfair competition...

Models can be found at the RO 1962 1082.

S. 3 C provisions C. transitional provisions transitional arts. 226f, 226g, 226 h, 226i and 226 k are also applicable to the sales by instalments concluded prior to the entry into force of this Act.
Art. 226 k is only applicable to the sales with pre-payments concluded prior to the entry into force of this Act. However, these contracts must be adapted within a year in art. 227b, failing which they have lapsed, have full buyer, interest and bonuses included, must be submitted.

These sections are now repealed.

S. 4 D. entry into force D. entry into force D. entry into force the federal Council fixed the date of the entry into force of this Act.

1962 1082 RO; FF 1960 I 537 transitional provisions of the amendment of December 16, 2005 article 1A rule General A. general rule the final title of the civil code is applicable to this law insofar as the following provisions do not otherwise.
The provisions of the new Act apply to existing companies upon their entry into force.

S. 2B adaptation period B. time to adjust the limited liability companies that the entry into force of the present law, are entered in the register of trade but which do not comply with the new provisions are required to adapt their statutes and regulations within a period of two years.
The statutory and regulatory provisions which do not comply with the new regulations remain in force until their adaptation but more than two years.
The art. 808a and 809, al. 4, 2 sentence, apply to limited liability companies which, at the entry into force of this Act are listed in the trade register, only after the expiry of the period within which they have to adapt their articles of Association.
Public limited companies and cooperatives which, at the entry into force of this Act, are listed in the trade register and the trade name is not in accordance with the new legal provisions must adapt their reason to trade within two years. At the expiry of this period, attendant to the trade register full of office the trade name.

S. 3 C release of C. release of inputs inputs when in limited liability companies that in the entry into force of this Act, are registered in the trade register, contributions have not been released to the issue price of all the shares, the release must be carried out within two years.
The partners meet all the obligations of the company in accordance with art. 802 of the code of obligations in its content of 18 December 1936, also long inputs have not been fully released to a maximum of the amount of the share capital.

RO 53 185 s. 4 D. good participation and good enjoyment D. participation certificates and good dividend shares of limited liability companies which have a nominal value and are listed on the liabilities side of the balance sheet but do not confer the right to vote (participation certificates) are considered, after two years, as shares with identical economic rights, if they are not removed by a reduction of the capital within this period. If the parts are removed, the participants must be compensated at their real value.
Despite the existence of contrary statutory provisions, the decisions that the Assembly of shareholders must take for this purpose can be taken by an absolute majority of the votes represented.
After the entry into force of this Act, the provisions relating to the dividend certificates apply to limited liability companies shares not listed on the liabilities side of the balance sheet, even if these shares are referred to as participation certificates. These shares may not have a nominal value and must be qualified of dividend certificates. The qualification of titles and the articles must be adapted within two years.

S. 5 E. Parts Parts social own E. own shares if, before the entry into force of this Act, the limited liability companies acquired own shares, they have to alienate them or remove them by a reduction of the share capital in two years, as long as their nominal value exceeds 10% of the share capital.

S. 6 f. Obligation to make additional payments F. Obligation to make additional payments statutory obligations to make additional payments that are scheduled prior to the entry into force of this Act and which exceed the double of the nominal value of the share to which they are attached shall remain valid and may be reduced in accordance with the procedure laid down in art. 795c. for the rest, the new regulations shall apply upon the entry into force of this Act, especially as regards the additional payments due.

S. 7 g. Auditors G. body review the provisions of this Act concerning the Auditors are from fiscal which starts with the entry into force of this Act or the following.

S. 8 h. voting H. right to vote limited liability companies which, before the entry into force of this Act, have determined the right to vote regardless of the nominal value of the shares are not required to adapt the corresponding provisions to the requirements laid down in art. 806 when new shares are issued, art. 806, al. 2, 2 sentence, must be respected in all cases.

S. 9 j. adjustment of the statutory majority J. adjustment of the statutory requirements of majority requirements

When a limited liability company was that reproduce in its Constitution the provisions of the old law which provide for majorities qualified for the decisions of the meeting of shareholders, it may, within two years, decide by an absolute majority of the votes represented to adapt these statutory provisions to the new regulations.

S. 10 k. Destruction of shares and shares in the case of sanitation K. Destruction of shares and shares in the case of sanitation when, before the entry into force of this Act, the capital stock or the share capital was reduced to zero, then immediately increased, for sanitation purposes, associate of the former shareholders or related rights disappear to the entry into force of this Act.

S. 11. exclusive right to trade reasons listed L. exclusive right to the trade reasons listed L. exclusive right to trade listed reasons the exclusive right to trade reasons which have been included in the front trade register the entry into force of this Act is governed by art. 951 of the code of obligations in its content of 18 December 1936.

RO 53 185 RO 2007 4791; FF 2002 2949, 2004 3745 transitional provision of the amendment of June 17, 2011 available to this amendment applies the fiscal year which begins with the entry into force of this amendment or the following.

2011 5863 RO; FF 2008 1407 State on January 1, 2016, transitional provisions of the amendment of article, December 23, 2011 1 A rule General A. general rule the final title of the civil code is applicable under this Act, subject to the following provisions.
The amendment of December 23, 2011 applies upon its entry into force to all existing companies.

RS 210 s. 2B commercial accounting and commercial accounts B. accounting presentation and commercial accounts B. accounting presentation and presentation of the accounts the thirty-second title is applicable from the fiscal year that begins two years after the entry into force of this amendment.
The balance sheet total, the turnover and the average of the full-time jobs of the two years preceding the entry into force of this amendment are determinative for the purposes of the provisions on the accounts of large companies.
Provisions relating to consolidated accounts shall apply from the financial year which begins three years after the entry into force of this amendment. The two previous years are critical to the release from the obligation to draw up consolidated accounts.
In the first application of the provisions relating to the presentation of the accounts, the company may waive mention figures from previous years. Then, only the figures of the previous year should be mentioned. If the figures for previous years are mentioned, the company can derogate from the principle of permanence of the presentation and the structure of the accounts. This choice must be commented in the annex.

2012 6679 RO; FF 2008 1407 transitional provisions of the amendment of December 12, 2014 s. 1 A rule General A. general rule the art. 1 to 4 of the final title of the civil code are applicable to the Act, subject to the following provisions.
The provisions of the amendment of December 12, 2014 apply from its entry into force to all existing companies.

RS 210 s. 2 B adaptation of the statutes and regulations B. Adaptation of the statutes and regulations companies which, at the entry into force of the amendment of December 12, 2014, are registered in the trade register but do not comply with the new provisions, are required to adapt their statutes and regulations within a period of two years.
The statutory and regulatory provisions which do not comply with the new regulations remain in force until their adaptation but more than two years.

S. 3 C obligations to announce C. Obligations to announce C. Obligations to announce those who hold shares in bearer form at the entry into force of the amendment of December 12, 2014 must comply with the obligations to announce laid down in art. 697i and 697j for the acquisition.
The time for the expiry of the economic rights (art. 697 m, para. 3) expires six months after the entry into force of the amendment of December 12, 2014.

2015 1389 RO; FF 2014 585 final provisions of titles eighth and eighth art. 1. the federal decree of 30 June 1972 establishing measures against abuse in the rental sector is repealed.

[RO 1972 1531, 1977 1269, 1982 1234, 1987 1189]

S. 2 to 4...

Models can be found at the RO 1990 802.

S. 5. the provisions on the protection against leave their leases or tenancies to farm on dwellings or business premises shall apply to all leases to rent and farm for which leave is given after the entry into force of this Act.
When a rent or farm lease has been terminated before the entry into force of this Act and leave product effect after that date, the time limits to contest the leave and to request an extension of the lease (art. 273) don't start that at the time of the entry into force of this Act.

S. 6. this Act is subject to an optional referendum.
The federal Council sets the date of entry into force.

Introduced by chapter II of the LF of 15 Dec. 1989, in force since 1 Jul. 1990 (1990 802 RO: FF 1985 I 1369).

Final and transitional Art. tenth title provisions 1 amendment of the Modification of the CO CO...

Models can be found at the RO 1971 1461.

S. 2 amendment to the amendment to the CC CC...

Models can be found at the RO 1971 1461.

S. 3 amendment of the Act on the contract of insurance amendment to the Act on the contract of insurance...

Models can be found at the RO 1971 1461.

S. 4 amendments to the law on agriculture amendment of the law on agriculture...

Models can be found at the RO 1971 1461.

S. 5 amendment of the Labour Act amendment to the Act on labour...

Models can be found at the RO 1971 1461.

S. 6 repeal of provisions of federal law repeal of provisions of federal law are repealed upon the entry into force of this Act: 1. the art. 159 and 463 of the obligations code; 2. art. 130 of the Act of June 13, 1911, sickness and accident insurance; 3. the art. 20 to 26, 28, 29, 69, al. 2 and 5, of the Act Federal on June 18, 1914, on labour in factories; 4. the art. 4, 8, al. 1, 2 and 5, 9 and 19 of the Act Federal December 12, 1940, on home work; 5. Act Federal on 13 June 1941, on the conditions of commercial travellers; 6. the Federal law of April 1, 1949, restricting the right to terminate a contract of employment in the event of service military; 7. the art. 96 and 97 of the Act of October 3, 1951, on the improvement of agriculture and the maintenance of the peasant population (law on agriculture); 8. art. 32 of the Federal law of September 25, 1952, on allowances for loss of income for the military and persons permanently bound to serve in the Organization of protection civil; 9. art. 19 of the law of 28 September 1956 allowing to extend the scope of application of the collective labour agreement; 10. art. 49 of the Federal law of March 23, 1962, on the protection calendar; 11. the art. 20, al. 2, and 59 of the Federal Act of 20 September 1963 on training professional; 12. the art. 64 and 72, al. 2, let. a, of the Federal Act of 13 March 1964 on labour in industry, crafts and commerce (Labour Act).

[RS 8 283; RO 1959 888, 1964 961, 1968 66, 1977 2249 c. 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] RS 821.41 [RS 8 231; RO 1951 1239 art. 14 al. 2, 1966 57 art. 68 RO 1983 108 art. 21 c. 3] [RS 2 768; RO 1966 57 art. 69] [RO 1949 II 1394] [RO 1953 1095, 1962 1185 s. 14, 1967 766, 1968-92, 1974 763, 1975 1088, 1977 2249 c. I 921 942 931, 1979 2060, 1982 1676 annex c. 6, 1988 640, 1989 504 s. 33 c, 1991 362 ch. II 51 857 appendix c. 25 2611, 1992 1860 s. 75 5 1986 s. 36 c. Al. 1] 1993 1410 art. 92 c. 4 1571 2080 annex ch. 11, 1994 28, 1995 1469 art. 59 c. 1997 1187 1190, 1998 1822 art 3 1837 3517 c. I 2, 1996 2588 annex c. 2. 15; RS 2 189 disp. end trans. tit. X, art. 6 c. 7. RO 1998 3033 let annex. c]. RS 834.1. Currently "LF on allowances for loss of income in the event of service and motherhood.
RS 221.215.311 [RO 1962 1127, 1964 423 art. 22 par. 2 let. b, 1968 81 1065 s. 35, 1969 318 ch. 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] [RO 1965 325, 1968-87, 1972 1709, 1975 1078 ch. III, 1977 2249 c. I 331. RO 1979 1687 art. 75] RS 822.11. Art. 64 currently has a new content.

S. 7 adaptation of the legal relationship born under the empire of the old law of Adaptation of the legal relationship born under the empire of the old law of employment contracts (individual employment contracts, contracts-types of work and collective labour agreements) existing at the time of the entry into force of this Act must be adapted to its provisions within a period of one year; After this period, this Act is applicable to all contracts of employment.

The provident institutions in favour of staff that exist at the time of the entry into force of this Act shall, until January 1, 1977, adapting their statutes or regulations, observing the form requirements for their modification, to the art. 331a, 331b and 331c; They shall apply as from 1 January 1977 all institutions de Prévoyance.

1 Jan. 1972 new content according to chapter I of the Federal law of June 25, 1976, in force since 1 Jan. 1977 (1976 1972 RO; FF 1976 I 1273).

S. 8 entry into force entry into force entry into force the federal Council fixes the date of the entry into force of this Act.

Introduced by chapter II of the Federal law of June 25, 1971, in force since 1 Jan. 1972 (1971 1461 RO; FF 1967 II 249).

Final provisions of chapter IV of the thirteenth title s. 1. Régime transitional A. transient art. 418d, al. 1, 418, al. 1, 418 k, al. 2, 418o, 418, 418r and 418 s apply immediately to the agency contracts already concluded to the entry into force of the new law.
The agency contracts already concluded to the entry into force of the new law will have to be adapted to its provisions within the period of two years. After expiry of this period, the new law will also apply to the agency contracts concluded previously.
Unless otherwise agreed, the provisions of this chapter will also apply after the expiry of the period of two years, to contracts already concluded to the entry into force of the new Act by persons not engaged only incidentally the profession of agent.

S. 2B lien in bankruptcy B. bankruptcy lien...

Models can be found at the 1949 I 813 RO.

S. 3 C effective date C. entry into force C. entry into force the federal Council fixed the date of the entry into force of this Act.

Introduced by chapter II of the LF of 4 Feb. 1949, in force since 1 Jan. 1950 (RO 1949 I 813; FF 1947 III 681).

The twentieth title transitional provisions the provisions of the new law are applicable to all bonds given after the entry into force of this Act.
They are applicable to the given guarantees earlier than for the facts that occur later and with the following restrictions: 1. the new art. 492, al. 3, 496, al. 2, 497, al. 3 and 4, 499, 500, 501, al. 4, 507, al. 4 and 6, 511, al. 1, are not applicable; 2. the provisions of the new art. on the form 493 and 494 on the consent of the spouse are applicable only in so far as they are intended subsequent amendments of the suretyship; 3. art. 496, al. 1, is applicable in the sense that the deposit can be sought not only before the debtor and before the realization of real wages, but also before the realization of other wages, provided that the debtor is in arrears in the payment of its debt and has been summoned in vain to fulfil or that his insolvency be notorious; 4. for notice of delay provided for in art. 505, al. 1, a period of six months from the beginning of the delay, but at least three months from the entry into force of the law is guaranteed to the creditor; 5. art. 505, al. 2, is applicable only to the bankruptcy and pronounced Concordat stay three months at least after the entry into force of the Act; 6. the period indicated in art. 509, al. 3, short the day of the entry into force of the Act.

The art. 77-80 of 18 March 2005 on Customs Act are reserved.
The federal Council sets the date of entry into force of this Act.

Introduced by chapter II of the LF of 10 Dec. 1941, in force since 1 Jul. 1942 (RO 58 279 290 646; FF 1939 II 857).
RS 631.0 new content according to annex c. 2 of the Federal law of 18 March 2005 on customs, in force since May 1, 2007 (RO 2007 1411; FF 2004 517).

State 1 January 2016 final and transitional securities provisions twenty-fourth to thirty-third article 1. Application of the final title A. implementation of the final title the final title of the civil code shall apply to the matters governed by this Act.

RS 210 s. 2 B adaptation of the companies of the old law to the new legal regime / I. In general b. Adaptation of the old law to the new legal regime I companies. In general public limited liability companies, companies limited by shares and co-operative corporations listed in the trade register on the entry into force of this Act, and would not comply with the rules, are required to adapt their status within a period of five years, the requirements of the new legislation.
During this period, they remain subject to the old law, as their Constitution derogate from the new legislation.
Those that do not regulate their situation before the expiration of the time limit are declared automatically dissolved by the clerk at the register of commerce.
The federal Council can, in a particular case, extend the application of the former Act to insurance and credit cooperatives. The application must to be made before the expiration of three years from the entry into force of the Act.

S. 3 B adaptation of the companies of the old law to the new legal regime / II. Fund II. Fund charities if des sociétés anonymes, sociétés en commandite par actions and sociétés coopératives have, prior to the entry into force of this Act, the assets in a way that is recognizable to the creation and support of charities for the benefit of employees, workers or members, they are required to adapt these funds within a period of five years from the provisions of the art. 673-862.

Currently "of welfare" (Federal law of 21 March 1958; 1958 389 RO).
Currently "of welfare" (Federal law of 21 March 1958; 1958 389 RO).
This article currently has a new content.
This article currently has a new content.

S. 4 repealed by Chapter 2 of the annex to the Federal law of 3 oct. 2003 on the merger, with effect from 1 July. 2004 (RO 2004 2617; FF 2000 3995).

S. 5 C rules concerning the balance sheet / I. Derogation in times of economic crisis C. rules concerning the balance sheet I. Derogation in case of economic crisis where extraordinary economic difficulties so require, the federal Council may prescribe that individuals and companies required to take stock will have the right to derogate from the rules laid down by this code for reviewing. The decision shall be published.
When such a decision has been applied to the preparation of a balance sheet, it is actually mention in the latter.

S. 6 not applicable.

S. 7. liability of the members of a cooperative society D. liability of members of a society cooperative changes, through this Act, the responsibility of members of cooperatives may adversely affect the rights of creditors existing at the entry into force of the new legislation.
Cooperative societies whose members meet personally the social commitments that under art. 689 of the code of obligations in force thus far remain five years subject audit code.
During this period, the General Assembly may, by an absolute majority of the votes, exclude wholly or partly or expressly declare individual responsibility. The provision of art. 889, al. 2, relative to output is not applicable.

RO 27 321 s. 8 E. trade reasons E. reasons to trade the reasons of commerce existing at the entry into force of this Act and which do not conform to its provisions may remain unchanged for two years from this time.
However, if they are in the range of changes, they must be in harmony with the rules of the new legislation.

S. 9 f. paper - values / I. Securities F. Securities I. Securities booklets of savings and deposit, savings and deposit certificates, created as securities before the entry into force of the new legislation, are governed by the provisions of art. 977 relating to cancellation of securities even if the debtor does not expressly reserves the right, in the title, the Faculty pay while the latter should be submitted or is cancelled.

S. 10. F securities / II. Actions / 1. Nominal II. Actions 1. Par value shares issued before the entry into force of this Act may: 1 maintain a nominal value less than 100 francs; 2. be reduced within three years from the entry into force of this Act, to a nominal value less than 100 francs in case of reduction of the share capital.

S. 11. F securities / II. Actions / 2. 2 not fully paid-up bearer shares. Bearer shares not fully paid up shares and interim certificates in bearer form issued prior to the entry into force of this Act are not subject to the provisions of the art. 683 and 688, al. 1 and 3.
The rights and obligations of subscribers and purchasers of these securities are governed by the law hitherto in force.

S. 12. F securities / III. Bills of Exchange and cheques III. Bills of Exchange and cheques, bills of Exchange and cheques created prior to the entry into force of this Act shall be submitted for all their effects, the old law.

S. 13 g. creditor community G. creditor community the provisions of the Ordinance of February 20, 1918, on the community of creditors in borrowing by bonds, as well as additional orders of the federal Council, remain applicable to cases which have been set under their empire.

[RO 34 231, 35 301, 36 637 913]
[RO 51 684, 53 454, 57 1549, 58 936, 62 1072, 63 1343]

S. 14H....

H....


Repealed by the let c.. (c) of the annex to the Federal law of 18 Dec. 1987 international private law, with effect from 1 Jan. 1989 (1988 1776 RO; 1983 I 255 FF).

S. 15 j. amendments to the law on the prosecution for debts and bankruptcy J. Modification of the law on the prosecution for debts and bankruptcy...

Models can be found at RO 53 185.

S. 16 k. report with the Bank Act / I. Reserve General K. report with the Bank Act I. General Reserve remain reserved for the requirements of the Federal law of November 8, 1934, on banks and savings banks.

RS 952.0 s. 17 k. report with the Bank Act / II. Amendment of certain provisions II. Amendment of certain requirements...

Models can be found at RO 53 185.

S. 18 L. repeal of federal civil law L. repeal of civil law federal are repealed, as from the entry into force of this Act, all contrary provisions of federal civil law, in particular part III of the federal code of obligations, on June 14, 1881, entitled: "corporations, securities and trade reasons" (art. 552 to 715 (, 720 to 880).

[RO 5 577, 11 449; RS 2 776 art. 103 al. 1 RS 2 3 tit. end art. 60 al. 2] s. 19 Mr entry into force of this Act Mr. entry into force of this Act Mr. Entrée of this Act this Act comes into force on July 1, 1937.
Is except the chapter concerning the community's creditors in the loan obligations (art. 1157 to 1182), whose entry into force will be set by the federal Council.
The federal Council is responsible for the implementation of this Act.

This chapter was implemented on April 1, 1949 (RO 53 185) text.

Introduced by the Federal law of 18 Dec. 1936 (RO 53 185; FF 1928 I 233, 1932 I 217).

Final provisions of the twenty-sixth title s. 1 A final title of the civil code A. final title of the civil code the final title of the civil code is applicable to the Act.

RS 210 s. 2B adaptation to the new legal regime / I. In general b. Adaptation to the new legal regime I. In general sociétés anonymes and sociétés en commandite par actions listed in the trade register on the entry into force of this Act and which would not comply with the rules thereof are required to adapt their Constitution with the requirements of the new legislation within a period of five years.
Companies which, despite a formal summons repeatedly published in the Swiss Official Gazette of trade and in the cantonal official leaves don't fit not statutes in five years at the provisions on minimum capital, the minimum amount for liberation and participation certificates and enjoyment are dissolved by the judge at the request of the agent in the register of trade. The judge may fix an additional period of six months at most. Corporations incorporated before January 1, 1985 are not required to adapt their statutory provision relating to the minimum capital. Companies whose participation capital exceeded equity at January 1, 1985 double are not required to adapt to the legal limit.
The other statutory provisions incompatible with the new legal regime remain in effect until their adaptation, but in more than five years.

S. 3B adaptation to the new legal regime / II. Specific provisions / 1. Good participation and enjoyment II. Special provisions 1. Good participation and enjoyment the art. 656a, 656b, al. 2 and 3, 656 and 656d, as well as 656g apply to companies existing on the commencement of this Act, even in the event of non-compliance of the statutes or the conditions of issuance. They apply to all tracks designated as participation certificates or dividend certificates which have a nominal value and are worn on the liabilities side of the balance sheet.
With regard to securities mentioned in the al. 1, companies must, within a period of five years, transcribe the conditions of issuance in the statutes and adapt them to the art. 656f, require the necessary to the trade register entries and qualify entries titles in circulation that are not designated as such.
Securities other than those mentioned in the al. 1 are subject to the new provisions on the dividend certificates, even if they are qualified by participation certificates. They must be qualified in accordance with the new law within a period of five years and can no longer have nominal value. The statutes should be amended accordingly. The conversion into participation certificates is reserved.

S. 4B adaptation to the new legal regime / II. Specific provisions / 2. Refusal of the owners of registered shares 2. Refusal of the owners of registered shares in addition to the art. 685d, al. 1, under a statutory provision, the Corporation may refuse the purchaser of registered shares traded, as far and as long their acceptance could prevent the Corporation to produce the evidence required by the federal legislation on the composition of the circle of shareholders.

S. 5B adaptation to the new legal regime / II. Specific provisions / 3. Preferred voting shares 3. Shares privileged voting companies which, in application of art. 10 of the final and transitional provisions of the Federal Act of 18 December 1936 on the revision titles twenty-fourth to thirty-third of the code of obligations, continued actions of voting with a nominal value less than 10 francs and corporations with the largest shares have a nominal value greater than ten times smaller do not have the obligation to adapt their articles of incorporation art. 693, al. 2, second sentence. However, they can no longer issue new shares whose nominal value is more than ten times the nominal value of the smaller or less than 10% of the nominal value of the largest.

Above.

S. 6B adaptation to the new legal regime / II. Specific provisions / 4. Qualified majorities 4. If qualified majority voting a company, simply reproducing the provisions of the old law, resumed in its statutes, for some decisions, the provisions relating to qualified majorities, it may in the year following the entry into force of this law decide to adapt to the new law by an absolute majority of the votes represented in the General Assembly.

S. 7 C amendment to federal legislation C. amendment of federal laws...

Models can be found at the RO 1992 733.

S. 8 D. Referendum D. Referendum this Act is subject to an optional referendum.

S. 9 E. entry into force E. entry into force E. coming into force the federal Council fixed the date of the entry into force.

Introduced by chapter III of the LF of 4 oct. 1991, in force since 1 Jul. 1992 (1992 733 RO; FF 1983 II 757).

Final provisions of chapter II of the thirty-fourth title 1. and 2.
3. the decisions of the community passed under the old fee regime remain valid under the new law. The resolutions voted after the entry into force of this Act are subject to the requirements of the new law.
However, when a debtor will have already received, pursuant to decisions of the Community enacted under the former law, facilities equal to or corresponding to those laid down in art. 1170, they will be considered fairly when applying this provision.
In addition final and Transitional Federal Act of 18 December 1936 provisions revising the titles twenty-fourth to thirty-third of the code of obligations shall apply.
4. this Act repeals all provisions that are contrary, including the order of the federal Council of February 20, 1918, on the community's creditors in the loan by obligations.5. The federal Council fixes the date of the entry into force of this Act.

Table of contents 1. General conditions art. 1 2. Reserved secondary points s. 2 1. Offer with delay to accept s. 3 2. Offer without delay to accept a. Between present art. 4B. Between missing art. 5 3. Tacit acceptance s. 6 3A. Sending of unsolicited things art. 6a 4. Offers without commitment and offers public art. 7 5. Promises public art. 8 6. Withdrawal of the offer and acceptance s. 9 III. Time to which back the effects of a contract between absent s. 10. I rule and scope of prescribed forms s. 11 1. Form required by the law has. Scope art. 12B. Its article elements 13 v. Signature s. 14 d. brands that can replace the signature s. 15 2. Form reserved in the contract article 16 C cause of the obligation article 17 D. Interpretation of contracts; simulation s. 18 I. Elements art. 19 II. Nullity art. 20 III. Injury article 21 IV. Promise of acquiring art. 22 1. Effects of error art. 23 2. Case of error art. 24 3. Action contrary to the rules of good faith art. 25 4. Error committed by negligence art. 26 5. Error of an intermediate s. 27 II. DOL s. 28 1. Conclusion of the contract article 29 2. Elements of the well-founded fear art. 30 IV. Consent covered by the ratification of the contract article 31 1. In general a. effects of representation art. 32 b. scope of the s. powers 33 2. Powers arising from an act legal a. limitation and revocation art. 34. effects of the death, incapacity, etc. S. 35 c. return of title recognizing the authorities article 36 d. time after which the extinction of the powers has effect art. 37 1. Ratification s. 38 2. Failing ratification s. 39 III. Reserved special provisions art. 40 I. scope article 40a II. Principle art. 40 (b) III. Exceptions article 40 c IV. Obligation to inform art. 40 d

1 form and period art. 40th 2. Consequences article 40F s. 40g I. Conditions of liability art. 41 II. Fixing the damage art. 42 III. Determination of the compensation art. 43 IV. Reduction of indemnity art. 44 1. Death of man and injury bodily. damages in case of death art. 45. damages in case of bodily harm s. 46 v. repair morality art. 47 2. … S. 48 3. Infringement of personality article 49 1. In the event of wrongful act art. 50 2. Competition of various causes of damage art. 51 VII. Legitimate defence, if necessary, use authorised force s. 52 VIII. Relationship between civil and law criminal art. 53 B liability of persons incapable of discernment s. 54 C liability of the employer article 55 i. damages art. 56 II. Right to seize animals art. 57 i. damages art. 58 II. Security art. 59 f. accountability key's signature art. 59 a G. Prescription art. 60 h. responsibility of civil servants and public employees art. 61 I. In general art. 62 II. Payment for restitution s. 63 I. Obligations of the defendant art. 64 II. Rights resulting from the expenses s. 65 C repeat excluded art. 66 D. Prescription art. 67 I. Execution by the debtor itself art. 68 1. Partial payment art. 69 2. Indivisible obligation art. 70 3. Debt of an indeterminate thing s. 71 4. Alternative obligations art. 72 5. Interest articles 73 B place of performance art. 74 I. Obligations without term art. 75 1. Monthly terms art. 76 2. Other words art. 77 3. Sunday and days public holidays arts. 78 III. Hours of business art. 79 IV. Extension of the term art. 80 V. early performance art. 81 1. Mode of execution art. 82 2. Unilateral termination insolvency article 83 I. currency of the countries art. 84 1. In the event of partial payment art. 85 2. If there are several debts has. And after the declaration of the debtor or the creditor s. 86B. And after the Act s. 87 1. Right to require them art. 88 2. Effects s. 89 3. Unable to deliver the title art. 90 i. Conditions art. 91 1. When the object of the obligation is one thing a. law record article 92. right to sell art. 93 c. right to withdraw the recorded thing s. 94 2. When the object of the obligation is not something art. 95 f. Execution prevented for other causes s. 96 1. In general art. 97 2. Obligations of do and not to do art. 98 1. In general art. 99 2. Exclusive agreement of liability art. 100 3. Liability for auxiliaries s. 101 i. Conditions art. 102 1. Liability for incidental cases art. 103 2. Moratorium interest was. In general art. 104 b. debtor notice for interests, arrears and are given art. 105 3. Additional damage art. 106 4. Right of termination. With a period art. 107 b. termination immediate art. 108 c. effects of cancellation art. 109. Subrogation article 110 B surety s. 111 I. In general art. 112 II. In the event of civil liability covered by insurance art. 113. Extinction of the obligation article accessories 114 B discount conventional art. 115 I. In general art. 116 II. Current Art. account 117 D. Confusion s. 118 E. impossibility of performance art. 119 1. In general art. 120 2. Bond art. 121 3. Stipulations for others art. 122 4. In the event of bankruptcy of the debtor article 123 II. Effects s. 124 III. Non-compensable claims art. 125 IV. Waiver article 126 1. Ten years art. 127 2. Five years art. 128 3. Peremptory time limits art. 129 4. Initiation of the prescription is. In general art. 130 (b). In periodic benefits art. 131 5. Speculation of time limits article 132 II. Requirement of s. accessories 133 III. Prevention and suspension of the limitation period art. 134 1. Interruptive s. 135 2. Effects of the interruption to the co-obligants s. 136 3. Beginning of the new period a. recognition or judgement s. 137. due to the creditor s. 138 V.... S. 139 VI. Debt secured by pledge furniture art. 140 VII. Waiver of prescription Art. 141 VIII. Invocation of prescription Art. 142 i. Conditions art. 143 1. Effects a. responsibility of the Art. codebtors 144. Exceptions belonging to the s. codebtors 145 c. personal statement of one of the co-debtors s. 146 2. Extinction of the solidary obligation art. 147 1. Shares of solidarity article 148 2. Subrogation article 149 B solidarity active art. 150 I. In general art. 151 II. While the condition is outstanding art. 152 III. Profits withdrawn in the meantime s. 153 B condition subsequent art. 154 I. accomplishment of the condition art. 155 II. Preventing fraudulent art. 156 III. Prohibited conditions art. 157 a. Arrhes and s. Davis 158 B.... S. 159 1. Relationship between sentencing and execution art. 160 2. Relationship between the penalty and the damage art. 161 3. Right of the creditor to partial payments terminated s. 162 II. Amount, invalidity and reduction of sentencing s. 163 1. Assignment volunteer a. eligibility art. 164 b. form of contract article 165 2. Transfer legal or judicial s. 166 1. The assigned debtor a. made payment in good faith art. 167. refusal of payment and recording arts. 168 v. defences of the obligor transferred s. 169 2. Transfer of associated rights, titles, and means of proof article 170 3. Warranty has. In general art. 171. assignment as a dation in payment art. 172 c. scope of the cover art. 173 III. Reserved special rules art. 174 I. debtor and s. 175 1. Offer and acceptance s. 176 2. Canceled offer art. 177 1. S. debt accessories 178 2. Exceptions article 179 IV. Cancellation of the contract article 180 V. transfer of a heritage or of a company with assets and liabilities art. 181 VI. … S. 182 VII. Shares and real estate sales art. 183 a. Droits and obligations of the parties; in general art. 184 B benefits and risks art. 185 C reserved cantonal legislation s. 186. object art. 187 1. S. issuance fee 188 2. Transportation art. 189 3. Residence of the seller has. In commercial sales art. 190. compensation and calculation of these arts. 191 1. Obligation to guarantee art. 192 2. Procedure a. denunciation for instance art. 193. abandonment of the thing without a judicial decision art. 194 3. Rights of the buyer has. In the event of eviction total s. 195 (b). In the event of partial eviction s. 196 c. goods cultural arts. 196a 1. Purpose of the guarantee was. In general art. 197 b. In s. livestock trade 198 2. Excluded warranty art. 199 3. Known defects of the purchaser art. 200 4. Verification of the thing and notice to the seller has. In general art. 201 (b). In s. livestock trade 202 5. Effects of fraud from the seller article 203 6. Sales at distance s. 204 7. Action in warranty a. termination of sale or reduction of the price article 205. replacement of the thing sold art. 206 c. termination in the event of loss of the art thing 207 8. Effects of termination a. In general art. 208. termination in the event of sale of several things s. 209 9. Prescription art. 210 I. payment of the price and acceptance of the art thing 211 II. Determination of the price article 212 III. Indebtedness and interests of the selling price article 213 1. Right of rescission to the seller article 214 2. Damages and calculation of these arts. 215. Forme of the contract article 216. Durée and annotation s. 216a. transferability by succession and transferability s. 216b I. case of preemption article 216 c II. Effects of preemption case conditions art. 216d III. Exercise, preemption article 216th B. conditional sale and reservation of ownership art. 217 C real agricultural arts. 218. D guarantee article 219 E. benefits and risks art. 220 f. references to the rules of the chattel sale art. 221. Vente sample art. 222 I. Nature art. 223 II. Review at the seller article 224 III. Review in the art buyer 225 repealed art. 226 C... S. 226A to 226 repealed art. 226th repealed art. 226f to 226 k repealed art. 226l repealed art. 226 m repealed art. 227 repealed art. 227 repealed 227i s. a 228 I. Conclusion of sale art. 229 II. Nullity of art auction 230 1. In general art. 231 2. Award of Arts buildings 232 IV. Cash art. 233 V. guarantee article 234 VI. Transfer of ownership art. 235 VII. Cantonal law art. 236. Renvoi to the rules of the art sale 237 B guarantee article 238A. Its object art. 239 I. Have art. 240 II. To receive art. 241 I. Donation s. 242 II. Promise to give s. 243 III. Effects of acceptance s. 244 I. In general art. 245 II. Their performance art. 246 III. Right to return art. 247 E. responsibility of the donor article 248 I. Restitution of donated property art. 249 II. Revocation of the promise to give and refusal of enforcement art. 250 III. Prescription and transfer of the action to the heirs art. 251 IV. Death of the donor article 252 I. Definition art. 253 1. Provisions for leases of dwellings and premises s. a 253, 2. Provisions concerning the protection against abusive rent art. 253b B. coupled Transactions art. 254 C duration of the lease art. 255 I. In general art. 256 II. Obligation to inform art. 256A III. Public contributions and expenses s. 256b 1. Rent art. 257 2. Incidental expenses was. In general art. 257a b. housing and commercial art. (b) 257, 3. Terms of payment art. 257 c 4. Remains the s. tenant 257d II. Security provided by the s. tenant 257th III. Diligence and ways towards the neighbours s. 257f IV. Obligation to notify the lessor s. 257g V. Obligation to tolerate repairs and inspections of the art thing 257 h F. breach or imperfect performance of the contract on the issue of the art thing 258 I. Obligation of the tenant to make the menus work cleaning and repair art. 259 1. In general art. a 259, 2. Rehabilitation a. principle art. 259b b. Exception Art. 259c 3. S. rent reduction 259 4. Damages art. 259th 5. Support for the trial art. 259f

6 recording of rent a. principle art. 259g b. release of returnable rents art. 259: v. Procedure art. 259i I. By the lessor s. 260 II. By the lessee art. 260a I. Alienation of the art thing 261 II. Limited real rights art. 261a III. Annotation in the land register art. 261b k. subletting arts. 262 l. transfer of the lease to a third article 263 Mr. Restitution anticipated the art thing 264 n. Compensation art. 265 I. Expiration of the agreed duration art. 266 1. In general art. a 266, 2. Buildings and constructions securities art. 266b 3. Housing art. 266 c 4. Premises arts. 266d 5. Furnished rooms and parking s. 266th 6. Things securities art. 266f 1. Fair grounds art. g 266, 2. Bankruptcy of the lessee art. 266 h 3. Death of the lessee art. 266i 4. Thing right art. 266 k 1. In general art. l 266, 2. Housing of the family a. leave given by the lessee art. 266 m b. leave given by the lessor s. 266n 3. Nullity of the leave article 266o I. In general art. 267 II. Check the status of the thing and notice to tenant article 267 has I. object art. 268 II. Things belonging to a third article 268a III. Exercise of the right article 268b I. rule art. 269 II. Exceptions article B. indexed rent Art. 269a 269b v. staggered rents art. 269 c D. increases in rent and other unilateral amendments to the contract by the lessor s. 269d 1. Initial rent art. 270 2. Current lease art. 270a II. Challenge to increases in rent and other unilateral amendments to the contract article 270b III. Challenge of indexed rent art. 270 c IV. Challenge of staggered rents art. 270 F. validity of the lease during the procedure of dispute art. 270th I. In general art. 271 II. Leave given by the lessor s. 271 entitled I. s. tenant 272 II. Exclusion of the arts extension 272a III. Period of extension art. 272 (b) IV. Validity of the art lease 272 V. leave given during the extension period art. 272d C. time limits and procedure art. 273 D. s. family housing 273a e. subletting arts. 273b F. provisions mandatory s. 273 c s. 274-274g I. Definition art. 275 1. Housing and commercial art. 276 2. Agriculture lease art. 276 a B. inventory article 277 I. issuance of the art thing 278 II. Major repairs s. 279 III. Public contributions and expenses s. 280 1. In general art. 281 2. Remains of s. farmer 282 1. Diligence and ways towards the neighbours s. 283 2. Maintenance of the art thing 284 3. Breach of duties by the farmer article 285 III. Obligation to notify the lessor s. 286 IV. Obligation to tolerate inspections and repairs of the art thing 287 E. rights of the farmer in case of failure or defects s. 288 I. By the lessor s. 289 II. By art farmer 289a G. change of owner s. 290 h. Sous-affermage s. 291 j. transfer of the lease to a third article 292 k. Restitution anticipated the art thing 293. Compensation art. I. Expiration of the agreed term s. 294 295 II. Time limits and terms of leave article 296 1. Fair grounds art. 297 2. Bankruptcy of the farmer article 297a 3. Death of the farmer article 297b IV. Form of leave for homes and commercial premises art. 298 I. In general art. 299 II. Check the status of the thing and notice to the farmer article 299a III. Replacing objects inventory article 299b w right of retention article 299 c P. Protection against leave with respect to leases of dwellings or commercial premises art. 300 q. Procedure art. 301. rights and obligations of the farmer article 302 II. Responsibility art. 303 III. Cancellation art. 304. A Definition article 305 I. rights of the borrower s. 306 II. Maintenance art. 307 III. Joint and several liability art. 308 I. In the event of loan for an agreed use s. 309 II. In case of loan for an indeterminate use s. 310 III. Death of borrower s. 311. A Definition article 312 1. When they are caused by s. 313 2. Rules respecting interest s. 314 II. Limitation of the right to the issuance and acceptance s. 315 III. Insolvency of the borrower s. 316 C securities or goods issued instead of cash s. 317 D. time of refund s. 318 I. Definition art. 319 II. Training art. 320 I. working staff art. 321 II. Diligence and fidelity to observe art. 321a III. Obligation to report and render art. 321b IV. Additional working hours art. 321 c General V. Directives and instructions to observe art. 321d VI. Responsibility of the worker s. 321st 1. Nature and amount in general art. 322 2. Participation in the result of exploitation art. 322a 3. Provision a. birth of the right to the provision of art. 322 b. Count art. 322c 4. Gratification article 322d 1. Deadlines and term of payment art. 323 2. S. payroll deduction a 323, 3. Guarantee of salary article 323b 1. In the case of residence of the employer article 324 2. In case of impediment of the worker a. principle art. 324a b. Exceptions art. 324b IV. Assignment and pledging of receivables art. 325 1. Provision of work article 326 2. Salary articles 326a 1. Instruments of work and material arts. 327 2. Charges a. In general art. 327a b. s. motor vehicle 327b v. deadline art. 327 1. In general art. 328 2. Community domestic arts. 328a 3. During the processing of personal data article 328b 1. Leave article 329 2. Holiday a. duration art. 329a b. Reduction in s. 329b v. continuity and date art. 329c d. salary article 329 d 3. Leave for youth activities extra-curricular arts. 329th 4. Maternity s. 329f 1. Safety art. 330 2. Certificate art. a 330, 3. Obligation to inform art. 330b I. s. employer Obligations 331 II. Beginning and end welfare arts. 331a III. Transfer and pawning art. 331b IV. Reservations for reasons of health arts 331c 1. Pawning art. 331d 2. Advance payment art. 331 3. Limitations overdraft of pension fund art. 331f E. law on inventions and designs art. 332 repealed art. 332a 1. Effects s. 333 2. Consultation of the representation of workers article a 333, 3. Transfer of an undertaking for cause of insolvency article 333b I. fixed-term contract article 334 1. Leave in general art. 335 2. Periods of leave has. In general art. 335a b. During the time of test article 335b c. After the time of test article 335b 1. Definition art. 335 d 2. Scope art. 335th 3. Consultation of the representation of workers article 335f 4. Procedure art. 335g 5. Social plan a. Definition and principles art. 335 h b. duty to bargain art. 335i v. social Plan established by arbitration art. 335j d. collective dismissal during a bankruptcy or composition article procedure 335 k 1. Termination abusive a. principle art. 336 b. penalty s. 336a v. Procedure art. b 336, 2. Untimely termination a. Employer s. 336 c b. By the worker s. 336d 1. Conditions a. fair grounds art. 337. insolvency of the employer article a 337, 2. Consequences a. s. justified termination 337b b. termination unjustified s. 337 c c. non-entry in service or unjustified abandonment of employment art. 337 d 1. Death of the worker s. 338 2. Death of the employer article 338a 1. S. indebtedness 339 2. Restitution s. a 339, 3. Compensation for lengthy reports of work a. Conditions art. 339 (b) b. amount and maturity s. 339c v. replacement article benefits 339d 1. Environment articles 340 2. Limitations art. a 340, 3. Consequences of contraventions s. 340b 4. End art. 340c H. unable to renounce and prescription art. 341 I. Reserve in favour of public law; its effects of civil law arts. 342 repealed art. 343 1. Definition art. 344 2. Training and project arts. 344a 1. Special obligations of the person in training and his representative legal art. 345 2. Special obligations of the employer article 345a 1. Early termination s. 346 2. Certificate of apprenticeship s. 346a 1. Definition art. 347 2. Training and object art. 347a 1. Special obligations art. 348 2. Ducroire s. a 348, 3. Powers art. b 348, 1. Radius of activity art. 349 2. Salary has. In general art. 349a b. Provision art. 349b c. Prevention of travel articles 349c 3. Fee art. 349d 4. Right of retention article 349th 1. Special case of termination s. 350 2. Special effects art. a 350, 1. Definition art. 351 2. Notification of conditions of work art. a 351, 1. Execution of work article 352 2. Equipment and instruments of work article 352a 1. Acceptance of work article 353 2. Salary payment article. 353a b. In the event of incapacity to work art. 353b IV. End art. 354 s. 355 1. Definition and object art. 356 2. Freedom to join an organization and to practise arts. a 356, 3. Submission to the convention article 356b 4. Form and duration art. 356 c 1. With respect to employers and workers bound by the convention art. 357 2. With respect to the parties article a 357, 3. Running common art. 357b III. Report with imperative law art. 358 I. Definition and object art. 359 II. Competent authorities and procedure art. 359a III. Effects s. 360 1. Environment articles a 360, 2. Tripartite committees art. (b) 360, 3. Secret of function s. 360 c 4. Effects s. 360d 5. Standing art associations 360th 6. Communication Arts. 360E A. provisions which may be waived either at the expense of the employer or worker s. 361 B provisions which cannot be derogated from at the expense of the arts worker 362. A Definition article 363 1. In general art. 364 2. Relatively to the supplied material art. 365 3. Commencement and execution of the work in accordance with the contract article 366 4. Warranty for defects of the work a. audit art. 367. rights of the master in the event of defective performance of the book arts. 368 v. because of the art master. 369 d. acceptance of the book arts. 370 e. Prescription art. 371 1. Due to the price article 372 2. Price a. package art. 373 b. And after the value of work article 374

I. overflow quote art. 375 II. Loss of the book arts. 376 III. Termination by the contracting for compensation art. 377 IV. Unable to executerimputable to the art master. 378 V. death or inability of the contractor s. 379. A Definition article 380. I transfer and guarantee article 381 II. Right of disposition of the article author 382 III. Number of editions art. 383 IV. Reproduction and sales section V. 384, improvements and corrections article 385 VI. All editions and separate publications art. 386 VII. Right of translation articles 387 1. Fines arts. 388 2. Chargeability, count and free copies s. 389 I. loss of work art. 390 II. Loss of the art edition 391 III. Facts concerning the person of the Publisher or the author s. 392 D. work composed according to the plan of the arts editor 393. A Definition article 394 B formation of the contract article 395 I. scope of mandate art. 396 1. Performance consistent with the contract article 397 1. Duty of information arts. 397a 2. Responsibility for a good and faithful execution is. In general art. 398 b. When overridden s. 399 3. Accountability articles 400 4. Transfer of rights acquired by the agent s. 401 III. Obligations of the principal art. 402 IV. Liability constituted or accepted jointly mandate art. 403 1. Revocation and renunciation art. 404 2. Death, incapacity, bankruptcy article 405 II. Effects of the extinction of the Art. mandate 406. Définition and applicable law art. 406a I. cost of repatriation travel article 406b II. Authorization art. 406 c C. form and content of the contract article 406d D. entry into force, revocation, denunciation article 406 E.... S. 406f F. Information and privacy art. 406g G. compensation and excessive fees art. 406: A. letter of credit art. 407 I. Definition and form art. 408 II. Inability of the credited art. 409 III. Granted arbitrarily delay art. 410 IV. Rights and obligations of the parties article 411. Définition and form art. 412 (I). When it is due article 413 II. How it is fixed s. 414 III. Cancellation art. 415 IV. … S. 416 V. salary excessive art. 417 C booked cantonal law art. 418 I. Definition art. 418a II. Applicable law art. 418b I. rules General and ducroire s. 418c II. Obligation to keep the secret and prohibition to competition section 418d v. power of representation art. 418 I. In general art. 418f 1. For business negotiated and entered into a. right to the provision and extended article 418g b. extinguishment of the right to the provision of art. 418 h v. chargeability of the provision art. 418i d. statement art. 418 k 2. Provision of collecting art. 418l III. Prevention of work art. 418 m IV. Fees and disbursements s. 418n V. right of retention article 418o I. Expiration of time art. 418 1. In general art. 418q 2. On fair grounds art. 418r III. Death, incapacity, bankruptcy article 418 s 1. Provision art. 418t 2. Compensation for customer s. 418u V. duty to return art. 418v I. Execution of the case art. 419 II. Responsibility art. 420 III. Inability of the article Manager 421 I. Management in the interest of the art master. 422 II. Case in the interest of the article Manager 423 III. Approval of management art. 424 I. Definition art. 425 1. Mandatory notice and insurance art. 426 2. Care to give the goods article 427 3. Price fixed by the principal art. 428 4. Cash advances and credits art. 429 5. Ducroire s. 430 1. Repayment of advances and fresh art. 431 2. Provision a. right to claim art. 432. forfeiture; Agent for buyer or seller article 433 3. Right of retention article 434 4. Auction of the goods article 435 5. Agent for buyer or seller a. price and provision art. 436. acceptance alleged agent s. 437 v. revocation art. 438 B. The forwarder s. 439 a. Definition art. 440 1. Indications necessary art. 441 2. Packaging art. 442 3. Right to dispose of consigned objects art. 443 1. Care goods. Procedure in case of impediment to deliver art. 444 b. sale needed s. 445 v. guarantee article 446 2. Responsibility of the valet a. loss of goods art. 447. delay, damage, partial destruction art. 448 c. liability for intermediaries art. 449 3. Required notice art. 450 4. Right of retention article 451 5. End of the action in liability art. 452 6. Procedure art. 453 7. Limitation of actions for damages art. 454 C transport companies of the State or authorized by him art. 455 D. employment of a public transport company s. 456 E. responsibility of the forwarder s. 457 I. Definition; Constitution of authorities art. 458 II. Extent of the enduring power of art. 459 III. Restrictions art. 460 IV. Withdrawal article 461 B other commercial agents art. 462 C... S. 463 D. Prohibition of competition section 464 E. end of the power of Attorney and other commercial mandates s. 465. A Definition article 466 I. relationship between assigning it and the accountant s. 467 II. Obligations of the assigned article 468 III. Notice failure to pay arts. 469 C revocation art. 470 D. assignment of securities art. 471 I. Definition art. 472 II. Obligations of the applicant art. 473 1. Defence to use the thing deposited s. 474 2. Restitution a. rights of the applicant art. 475. rights of the depositary s. 476 c. place of restitution s. 477 3. Liability for jointly received deposit art. 478 4. Property rights claimed by the third art. 479 IV. Receiver art. 480 B deposit irregular s. 481 I. right to issue securities paper art. 482 II. Obligation of custody of the warehousekeeper of s. 483 III. Mixture of things stored art. 484 IV. Rights of the depositor s. 485 V. return of the goods article 486 1. Conditions and extended article 487 2. Price article objects 488 3. End of responsibility articles 489 II. Responsibility of those who hold public stables art. 490 III. Right of retention article 491 I. Definition art. 492 II. Form art. 493 III. Consent of spouse s. 494 1. Simple bond art. 495 2. Joint and several guarantee s. 496 3. Joint bond art. 497 4. Guarantor's surety and arriere-caution s. 498 1. Relationship between the surety and creditor a. extent of liability art. 499 b. legal Reduction of arts coverage 500 c. continuation of bail s. 501 d. Exceptions art. 502 e. duty of care owed by the creditor; delivery of pledges and article titles 503 f. right to impose payment article 504 g. notice of the creditor and intervention in bankruptcy and the concordat of the debtor Art. 505 2. Relationship between the guarantor and the debtor a. right to security and freedom article 506. right of recourse of the surety aa. In general art. 507 bb. Operated by the s. surety payment notice 508 I. Act art. 509 II. Bond for a time determined; cancellation art. 510 III. Bond for a time unknown art. 511 IV. Public officers and employees s. bond 512. Inadmissibilité an action for justice art. 513 B recognition of debt and voluntary payment art. 514 C lotteries and Raffles s. 515 d game in game houses, ready of the houses of game art. 515a I. Its object art. 516 II. Written form art. 517 1. Exercise of the right article 518 2. Transferability article 519 IV. Annuities subject to the Act on the contract of insurance article 520 I. Definition art. 521 1. Form art. 522 2. Security art. 523 III. Object of the contract article 524 IV. Invalidity and reduction in s. 525 1. Denunciation article 526 2. Unilateral termination s. 527 3. Termination in the event of death of the debtor Art. 528 VI. Assignment and realization in the event of bankruptcy or seizure s. 529. A Definition article 530 i. contributions s. 531 1. Sharing of profits art. 532 2. Distribution of profits and losses s. 533 III. Decisions of society article 534 IV. Administration art. 535 1. Prohibition of competition article 536 2. Expenditure and work of shareholders art. 537 3. Diligence art. 538 VI. Revocation and restriction of the power to manage art. 539 1. In general art. 540 2. Right to inquire into the Affairs of society article 541 VIII. Admission of new members; interested third parties art. 542 i. Representation art. 543 II. Effects of representation art. 544 1. In general art. 545 2. Indeterminate society article 546 II. Continuation of the business after the dissolution art. 547 1. S. inputs 548 2. Profits and losses s. 549 3. Mode of liquidation art. 550 IV. Liability to the third article 551. Sociétés engaged in commercial art. 552 B companies not engaged in a commercial activity art. 553 I. place s. 554 II. Representation art. 555 III. Forms to observe art. 556. Liberté contract. Reference to the rules of simple society article 557 B presentation of the accounts article 558 C right to profits, interest and fees art. 559. D lost arts. 560 E. Prohibition to competition section 561. A. In general art. 562 I. right to represent society article 563 II. Scope of this art. 564 III. Withdraw this right art. 565 IV. Proxy proxies and agents commercial art. 566 V. acts performed on behalf of the company and acts illegal art. 567 I. liability of shareholders art. 568 II. Responsibility of new shareholders art. 569 III. Bankruptcy of the company art. 570 IV. Bankruptcy of the company and shareholders art. D. Situation of the personal creditors of a partner s. 571 572 E. Compensation art. 573 A. In general art. 574 B dissolution required by the creditors of a partner article 575 I. Convention art. 576 II. Exclusion by j. s. 577 III. Exclusion by other shareholders art. 578 IV. Society composed of two shareholders art. 579 V. Sum due to the partner out s. 580 VI. Registration art. 581 a. rule art. 582 B liquidators article 583 C representation of heirs art. 38R

D. rights and obligations of the liquidators article 585 E. distribution provisional art. 586 I. balance sheet art. 587 II. Repayment of capital and distribution of surplus art. 588 G. Radiation in the register of trade art. 589 h. Conservation of books and other documents article 590. Objet and period art. 591 B case special s. 592 C interruption s. 593. Sociétés engaged in commercial art. 594 B companies not engaged in a commercial activity art. 595 I. place and contributions in kind art. 596 II. Forms to observe art. 597. Liberté contract. Reference to the rules of the partnership art. 598 B management art. 599 C situation of the Art. sponsor 600 D. Participation in profits and losses s. 601 A. In general art. 602 B representation art. 603 C liability of the shareholder held indefinitely s. 604 I. When it is for society article 605 II. Lack of registration art. 606 III. Name of the sponsor in the name s. 607 IV. Extent of liability art. 608 V. decrease in the amount of the sponsorship s. 609 VI. Shares of creditors art. 610 VII. Payment of interest and profits art. 611 VIII. Entry in a society article 612 E. Situation of personal creditors art. 613 f. Compensation art. 614. I rule General s. 615 II. Bankruptcy of the company art. 616 III. Contribution of the Member having unlimited liability art. 617 IV. Bankruptcy of sponsor art. 618 s. 619. A Definition article 620 B share capital minimum s. 621 i. species s. 622 II. Division and meeting art. 623 III. Issue s. price 624 d. shareholders art. 625 I. provisions necessary art. 626 1. In general art. 627 2. Special provisions relating to contributions in kind, repeatedly goods and special benefits art. 628 1. Content s. 629 2. Subscription of shares art. 630 II. Exhibits art. 631 1. Minimum contribution art. 632 2. Release of inputs has. Cash art. 633 b. In nature art. 634. c release later art. a 634, 3. The consideration a. Foundation report article 635 b. certificate of verification article 635 repealed art. 636 to 639 I. society article 640 II. Branches s. 641 III. Contributions in kind, of goods and special advantages s. 642 I. time; breach of the legal conditions art. 643 II. Shares issued prior to registration art. 644 III. Acts done prior to registration art. 645 repealed art. 646 j. Modification of the statutes art. 647 repealed art. 648 and 649 1. Ordinary increase s. 650 2. Authorized increase a. Base statutory s. 651. Adaptation of the statutes art. a 651, 3. Provisions common a. subscription of shares art. 652 b. s. prospectuses 652a c. preferential subscription right articles 652b d. release of inputs s. 652c e. increase by own funds art. 652d f. increase article report 652nd g. s. audit certificate 652f h. amending the statutes and findings s. 652g i. Inscription in the register of commerce; nullity of shares issued prior to registration art. 652 PM 1. Principle art. 653 2. Limits art. 653a 3. Statutory basis art. (b) 653, 4. Protection of shareholders art. 653c 5. Protection of holders of a right of conversion or option art. 653d 6. Implementation of the increase. exercise of rights; intake s. 653rd b. certificate of verification article 653f c. Adaptation of the statutes art. 653g d. registration in the register of trade art. 653 h 7. Treatment art. 653i 1. Environment articles 654 repealed art. 655 2. Rights attached to the shares art. 656 I. Definition; provisions art. 656a II. Participation capital and share capital art. 656b 1. In general art. 656 2. Communication of the convening and the decisions of the General Assembly article 656d 3. Representation on the Board of Directors art. 656th 4. Economic rights has. In general art. 656f b. preferential subscription rights arts. 656g M. dividend certificates art. 657 s. 658 i. Limitations art. 659 II. Consequences of acquiring art. 659a III. Acquisition by s. subsidiaries 659b I. In general art. 660 II. Calculation of shares art. 661 repealed art. 662 repealed art. 662 repealed art. 663 repealed art. 663a and 663b 1. Allowances art. 663b 2. Participation art. 663 c repealed art. 663d at 663 h repealed art. 664 and 665 repealed art. 665 repealed art. 666 and 667 repealed art. 668 repealed art. 669 II. Evaluation. Revaluation s. 670 1. General Reserve art. 671 2. Reserve for own shares art. a 671, 3. S. revaluation reserve 671b 1. In general art. 672 2. For purposes of welfare for workers s. 673 III. Relationship between dividend and reserves art. 674 i. dividends art. 675 II. Interim interest art. 676 III. Directors art. 677 I. In general art. 678 II. Fees in bankruptcy art. 679 I. object art. 680 1. Pursuant to law and the statutes art. 681 2. Calls art. 682 I. shares in bearer form s. 683 II. Shares art. 684 I. Restriction legal art. 685 1. Principles art. 685a 2. Shares unquoted a. grounds for refusal art. 685b b. effects s. 685c 3. Shares traded a. Conditions for refusal art. 685d b. Obligation to announce s. 685th c. transfer of the right article 685f d. s. refusal period 685g 4. Registry actions a. registration art. 686. cancellation art. a 686, 5. Not fully paid up registered shares art. 687 III. Interim certificates art. 688 1. Principle art. 689 2. Legitimation with respect society article 689a 3. Representation of the shareholder has. In general art. 689b b. By a member of an organ of society article 689c c. By a custodian s. 689d d. Communication Arts. 689th 4. If there are several right holders art. 690 II. Participation without the right to Assembly art. 691 1. Principle art. 692 2. Preferred voting shares art. 693 3. Birth of the right to vote article 694 4. Excluded voting rights art. 695 1. Communication of the s. MD 696 2. Information and consultation art. 697 1. With the agreement of the General Assembly article a 697, 2. In case of refusal of the General Assembly article 697b 3. Designation art. 697c 4. Activity art. 697d 5. Report article 697th 6. Deliberation and communication arts. 697f 7. Fee art. 697g repealed art. 697: I. announcement of the acquisition of shares in bearer form s. 697i II. Announcement of the beneficial owner shares art. 697j III. Announcement from a financial intermediary and obligation to provide information incumbent on this last article 697 k IV. List art. 697l V. failure to announce s. 697 m I. Powers art. 698 1. Right and obligation art. 699 2. Mode of convocation s. 700 3. Meeting of shareholders art. 701 III. Preparatory measures; minutes article 702 IV. Participation of members of the Board of Directors art. 702a 1. In general art. 703 2. Important decisions art. 704 3. Conversion of shares to the holder into shares art. 704a VI. Right to revoke the Board of Directors and the Auditors art. 705 1. Standing and reasons article 706 2. Procedure art. 706a, VIII. Nullity art. b 706-1. Eligibility art. 707 repealed art. 708 2. Representation of categories and groups of shareholders art. 709 3. Term of office art. 710 repealed art. 711 1. President and Secretary s. 712 2. Decisions art. 713 3. Decisions null and void Article 714 4. Right to the arts convening 715 5. Right to information and consultation art. 715a 1. In general art. 716 2. Inalienable duties s. a 716, 3. Delegation of management art. 716b IV. Duties of diligence and loyalty s. 717 1. In general art. 718 2. Scope and limitation s. a 718, 3. Contract between the company and its representative s. 718b 4. Signature art. 719 5. Registration art. 720 6. Proxy proxies and agents commercial art. 721 VI. Responsibility for bodies art. 722 repealed art. 723 and 724 1. Required notice art. 725 2. Opening or deferment of the bankruptcy article 725a VIII. Revocation and suspension art. 726 1. Regular control art. 727 2. Restricted control art. a 727, 1. For a regular control art. b 727, 2. For a control restricts s. 727 c 1. Independence of the Auditors art. 728 2. Powers of the Board of revision a. object and extent of control art. 728a b. s. review report 728b c. notice mandatory s. 728 1. Independence of the Auditors art. 729 2. Powers of the Board of revision a. object and extent of control art. 729a b. s. review report 729b c. notice mandatory s. 729c 1. Election of the Auditors art. 730 2. Term of office of the Auditors art. a 730, 3. Information and secrecy art. 730b 4. Documentation and conservation of the art pieces 730c 5. Approval of accounts and use of the arts benefit 731 6. Special provisions art. 731a s. 731b A. Decision to reduce art. 732 B destruction of the actions in the case of sanitation s. 732 has C. notice to creditors art. 733 D. Operation of reduction in s. 734 E. Reduction in case of deficit balance arts. 735 i. Causes s. 736 II. Entry in the register of trade art. 737 III. Consequences article 738 I. The company during its liquidation. Competence art. 739 1. Designation art. 740 2. Revocation art. 741 1. Balance sheet. Call to creditors art. 742 2. Other obligations art. 743 3. Protection of creditors art. 744 4. Distribution of assets art. 745 IV. Radiation in the register of trade art. 746 V. Conservation of the register of actions, the books of the company and the article list 747 I.... S. 748-750 II. Recovery by a corporation of public law s. 751 I. For the article prospectus 752 II. In the acts of Foundation arts. 753 III. In the administration, management and liquidation art. 754 IV. In the article revision 755 I. claims off bankruptcy art. 756 II. Claims in the bankruptcy article 757 III. Effect of discharge article 758

C. Joint and several liability and indemnity action art. 759 D. Prescription art. 760 s. 761 s. 762 s. 763. A Definition article 764 I. Designation and powers s. 765 II. Decisions of the General Assembly article membership 766 III. Removal from power to administer and represent the society article 767 I. Designation and powers s. 768 II. Liability art. 769 D. Dissolution art. 770 E. denunciation article 771. Definition art. 772 B capital office art. 773 C shares social art. 774 d dividend s. certificates 774a e. shareholders art. 775 I. provisions necessary art. 776 II. Other provisions art. 776 has I. Act constituent article 777 II. Subscription of the shares art. 777a III. Exhibits art. 777b IV. Intake s. 777c I. society article 778 II. Branches s. 778 at I. time; not fulfilled legal conditions art. 779 II. Acts performed before registration art. 779a K. amendment of the statutes art. 780 L. increase of the share capital art. 781 M. Reduction of the share capital art. 782 n. Acquisition by the company's own shares art. 783 I. title s. 784 1. Assignment a. form s. 785 b. s. approval requirements 786 v. time of transfer art. 787 2. Specific methods of acquiring art. 788 3. Determination of the true art. 789 4. Usufruct s. a 789, 5. Gage law art. 789b III. Register of the shares art. 790 III. Announcement of the beneficial owner of shares art. 790a IV. Entry in the register of trade art. 791 V. property of several right holders art. 792 B contributions to free s. 793 C liability of the shareholders art. 794 1. Principle and amount s. 795 2. Due s. a 795, 3. Restitution s. 795b 4. Reduction in s. 795c 5. Maintenance art. 795d II. Ancillary arts. 796 III. Subsequent introduction art. 797 i. dividends art. 798 II. Interest articles 798a III. Directors art. 798b f preferred shares art. 799. G. Restitution of benefits article 800 h. Reserves art. 801 j. report of management art. 801 has K. right to information and consultation art. 802 l. duty of fidelity and prohibition of competition section 803 i. duties s. 804 II. Convening and holding art. 805 1. Determination s. 806 2. Ban on voting art. 806a 3. Usufruct s. 806b IV. Right of veto article 807 1. In general art. 808 2. Casting vote article 808a 3. Important decisions art. 808b VI. Contestation of decisions of the meeting of shareholders art. 808 I. Designation of managers and Organization art. 809 II. Responsibilities of managers art. 810 III. Approval of the meeting of shareholders art. 811 IV. Duties of diligence and loyalty; prohibition to competition section 812 V. equal treatment art. 813 VI. Representation art. 814 VII. Removal of managers; removal of powers of representation art. 815 VIII. Nullity of the decisions of s. 816 IX. Responsibility art. 817 C Auditors art. 818 D. deficiencies in the Organization of society article 819 E. loss of capital and debt articles 820 i. Causes s. 821 II. Consequences article 821 has I. output art. 822 II. Joint exit art. 822a III. Exclusion art. 823 IV. Provisional measures art. 824 1. Law and art. 825 2. Payment art. 825a v. Liquidation art. 826 s. 827 A cooperative society of the law of obligations art. 828 B cooperatives law art. 829 1. In general art. 830 2. Number of shareholders art. 831 1. Necessary clauses arts. 832 2. Other clauses arts. 833 III. Constitutive assembly art. 834 1. Society article 835 2. Branches s. 836 3. List of shareholders art. 837 V. Acquisition of personality article 838 A. In principle art. 839 B entry declaration art. 840 C linked to a contract of insurance art. 841 I. free exercise of the right of exit art. 842 II. Limitation of the right of exit art. 843 III. Deadline for denunciation and the article release date 844 IV. Exercise of the right of exit bankruptcy and seizure s. 845 B exclusion art. 846 C death of partner art. 847 d loss of function or employment or termination of a contract article 848 I. In general art. 849 II. Disposition of a building or operating a s. 850 f. exit the new associated arts. 851. Constatation the quality of partner s. 852 B share securities art. 853 C equality between shareholders art. 854 I. right to vote article 855 1. Communication of the balance sheet art. 856 2. Information arts. 857 1. … S. 858 2. Principles applied to distribution art. 859 3. Required to create and fund a reserve Article 860 4. Employment of surplus by s. societies 861 5. Contingency s. 862 6. Other reserves art. 863 1. Pursuant to the statutes art. 864 2. Pursuant to the Act s. 865 I. good faith art. 866 II. Benefits article 867 1. Of society article 868 2. Partners a. liability unlimited art. 869 b. limited liability art. 870 v. payments additional art. 871 d. Restrictions unacceptable art. 872 e. S. social bankruptcy 873 f. Modification of the scheme of liability art. 874 g. liability of new members art. 875 h. responsibility after the release of a partner or the dissolution art. 876 i. notification of admissions and exits in the register of trade art. 877 k. Prescription of the action in liability art. 878 I. Powers art. 879 II. Voting by correspondence art. 880 1. Right and obligation to convene s. 881 2. Mode of convocation s. 882 3. Agenda art. 883 4. Meeting of all shareholders art. 884 IV. Right to vote article 885 V. Representation of an associate arts. 886 VI. Exclusion of the right to vote article 887 1. In general art. 888 2. Extension of the obligations imposed on the shareholders art. 889 VIII. Revocation of the administration and the Auditors art. 890 IX. Right to challenge the decisions of the General Assembly article 891 x Assembly of delegates art. 892 XI. Exceptional regime of s. insurance companies 893 1. As a partner article 894 2. … S. 895 II. Term of office 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 s. a 899, 4. Signature art. 900 5. Registration art. 901 1. In general art. 902 2. Mandatory notice insolvency or decrease of capital art. 903 VI. Restitution of payments art. 904 VII. Suspension and revocation art. 905 I. In general art. 906 II. Control the list of shareholders art. 907 D. deficiencies in the Organization of society article 908 s. 909 and 910 a. Causes of dissolution art. 911 B entry in the register of trade art. 912 C liquidation. Distribution of assets art. 913 D.... S. 914 E. recovery by a corporation of public law s. 915 A. Towards society article 916 (B). Towards society, shareholders and creditors art. 917 C solidarity and action art. 918 D. Prescription art. 919 E. In credit and insurance s. societies 920 a. Conditions art. 921 I. Assembly of delegates art. 922 II. Administration art. 923 III. Control. Use of j. s. 924 IV. Exclusion of new obligations art. 925 s. 926 I. In general art. 927 II. Responsibility art. 928 1. In general art. 929 2. Computerized maintenance of the register of commerce arts. 929a IV. Advertising art. 930 V. Official Gazette of commerce arts. 931 I. Requisition s. 931a II. Beginning of the art effects 932 III. Effects s. 933 1. Right and obligation art. 934 2. Branches s. 935 3. S. enforcement orders 936 4. Identification number of enterprises s. 936a V. amendments art. 937 1. Duty to require radiation s. 938 2. Cancellation of office art. 938a 3. Bodies and powers of representation art. 938b VII. Bankruptcy of commercial companies and sociétés coopératives art. 939 1. Control art. 940 2. Warning and registration of arts. 941 3. Request to the judge or to the authority of statutory auditors art. 941a 1. Liability for the arts. 942 2. Order article fines 943 I. In general art. 944 1. Essential art. 945 2. Exclusive right to use the listed reason s. 946 1. Companies in partnership, sponsorship and partnership limited by shares a. the reason arts training 947 b. Amendment art. 948 repealed art. 949 2. Limited liability company, limited liability company and co-operative society article 950 3. Exclusive right to the s. registered trade name 951 IV. Branches s. 952 V. recovery of an existing House art. 953 VI. Change of name art. 954 B obligation to use the trade name and article name 954 has C. control official s. 955 D. Protection reasons of trade art. 956. Obligation to keep accounts and accounts of s. 957 B accounting s. 957 has I. purpose and content s. 958 1. Principle of continuity of exploitation art. 958a 2. Principles the periodic boundary and the matching of liabilities for products art. 958b III. Principle of regularity s. 958c IV. Presentation, currency and language arts. 958d D. Publication and consultation art. 958th e. and s. books 958f I. aim of the balance sheet, conditions for recognition in the balance sheet art. 959 II. Minimum structure s. 959 has B. profit and loss account; minimum structure s. 959b C. Annex s. 959c i. principles art. 960 1. In general art. a 960, 2. Assets with a current observable s. price 960b 3. Stocks and unbilled services art. 960 c 4. Fixed assets art. 960d III. Debts s. 960th A. additional requirements concerning the report of management art. 961 B additional information in the annex to the annual accounts art. 961 has C. s. cash flow table 961b D. report annual s. 961c E. Simplification of consolidated accounts art. 961 d A. In general art. 962 B recognised accounting standards article 962a a. Obligation art. 963 B released s. 963a v. recognised accounting standards article 963b repealed art. 964. Définition value-paper art. 965

B. Obligations deriving from the paper-value art. 966 I. form ordinary art. 967 1. Form art. 968 2. Effects s. 969 D. Conversion art. 970 i. Conditions art. 971 II. Procedure. Effects s. 972 f. provisions special s. 973 I. collective filing of securities art. 973a II. Global certificate art. 973b III. Securities art. 973c A. Definition art. 974 I. rule General s. 975 II. Justification by the only possession of the art. 976 C cancellation art. 977. A Definition article 978 I. In general art. 979 II. Interests to s. bearer coupons 980 1. Request art. 981 2. Defence to pay arts. 982 3. Summons and period art. 983 4. Mode of publication art. 984 5. Effects a. In the case of production of the article title 985 b. If the title is not produced art. 986 II. Procedure for the isolated coupons art. 987 III. Procedure for bank notes, etc. S. 988. D schedule mortgage articles 989 s. 990 1. Statements art. 991 2. Lack of particulars s. 992 3. Species s. 993 4. Domiciled Bill s. 994 5. Promise of interest articles 995 6. Differences in the enunciation of the Art. amount 996 7. Signature of individuals unable to require art. 997 8. Signing without powers art. 998 9. Responsibility of the Art. shooter 999 10. Bill of Exchange in white s. 1000 1. Transmissibility s. 1001 2. Elements art. 1002 3. Forms art. 1003. transfer art. 1004 b. guarantees art. 1005 v. legitimization of bearer s. 1006 5. Exceptions article 1007 6. Endorsement by proxy art. 1008 7. Option of redemption endorsement s. 1009 8. Posterior at maturity or the protest art endorsement 1010 1. Right of presentation article 1011 2. Order or defence of presentation article 1012 3. Requirement to submit bills of Exchange to a certain view period art. 1013 4. Second presentation article 1014 5. Form of acceptance s. 1015 6. Limited acceptance s. 1016 7. Domiciliary and place of payment art. 1017 a. In general art. 1018 b. acceptance struck out s. 1019 1. Donors of downstream s. 1020 2. Form art. 1021 3. Effects s. 1022 1. In general art. 1023 2. Bills of Exchange to view art. 1024 3. Bills of Exchange to a certain view period art. 1025 4. Calculation of time limits article 1026 5. Old style art. 1027 1. Payment article submission 1028 2. Receipt. Partial payment art. 1029 3. Advance payment and payment term art. 1030 4. Payment in foreign currency article 1031 5. Recording arts. 1032 1. Appeal of s. bearer 1033. Conditions and time limits article 1034. officer competent public arts. 1035 c. sayings s. 1036 d. form s. 1037 e. In the event of partial acceptance s. 1038 f. erect protest against several persons articles 1039 g. copy of protest art. 1040 h. defects of form s. 1041 3. Opinion article 1042 4. "Without protest" clause art. 1043 5. Solidarity guarantee of mandated persons art. 1044 a. S. carrier 1045 b. One who refunded article 1046 c. right to the delivery of the letter, of the protest and the release article 1047 (d). In the event of partial acceptance s. 1048 e. retirement s. 1049 a. In general art. 1050. Force majeure art. 1051 v. enrichment art. 1052 s. 1053 1. General provisions art. 1054. Conditions. Situation of bearer s. 1055 b. form s. 1056 c. Obligation of the acceptor; effects on the right of appeal art. 1057. Conditions art. 1058 b s. bearer bonds. 1059 c. Consequence of refusal art. 1060 d. right to the delivery of the letter, of the protest and the release article 1061 e. transfer of rights of the bearer. Competition speakers s. 1062. right to several article copies 1063. relationship of the various copies between them art. 1064 v. reference to Art. acceptance 1065. form and effects art. 1066. issue of the original art. 1067 s. 1068 1. Time art. 1069. Causes s. 1070 b. effects s. 1071 1. Provisional measures art. 1072 2. If the holder of the title is known art. 1073. Obligation of the applicant art. 1074 b. summation s. 1075 v. time s. 1076 d. Publication art. 1077 a. In the case of production of the article title 1078 b. If the title is not produced art. 1079 5. Orders of judge s. 1080 a. days public holidays arts. 1081. computation of time art. 1082 c. Exclusion of the days of grace s. 1083 2. Place where should be the acts relating to the Bill of Exchange article 1084 3. Handwritten signature; the article blind signature 1085 1. Ability to require art. 1086 a. In general art. 1087. acts intended to exercise and maintain Exchange article rights 1088 c. exercise of remedies art. 1089 a. In general art. 1090 b. partial acceptance and partial payment art. 1091 v. payment art. d 1092. rights deriving from arts enrichment 1093 e. transfer of the receivable s. 1094 f. cancellation art. 1095 1. Statements art. 1096 2. Lack of particulars s. 1097 3. Reference to the rules on the Exchange letter s. 1098 4. Liability of the Subscriber; presentation and view period art. 1099 1. Statements art. 1100 2. Lack of particulars s. 1101 3. Designation of tire art. 1102 4. Provision prior art. 1103 5. Acceptance excluded art. 1104 6. Designation of creditor s. 1105 7. Stipulation of interest articles 1106 8. Places of payment and cheque resident s. 1107 1. Transmissibility s. 1108 2. Elements art. 1109 3. Legitimation of the wearer s. 1110 4. Cheque bearer s. 1111 5. Dispossession s. 1112 6. Rights deriving from the posterior to maturity or the arts protest endorsement 1113 s. 1114 1. Due s. 1115 2. Payment article submission 1116 3. Old style art. 1117 4. Presentation to a clearing s. House 1118 a. In general art. 1119 b. In the event of death, disability and bankruptcy art. 1120 6. Endorsements s. audit 1121 7. Payment in foreign currency article 1122 a. Definition art. 1123 b. effects s. 1124a. In general art. 1125. rights of the holder in the event of bankruptcy, suspension of payments, before art. 1126 c. rights of the carrier in case of refusal to operate transfer or clearing s. 1127 1. Rights of the carrier article 1128 2. Protest. Time art. 1129 3. Extent of appeal art. 1130 4. Reservation concerning force majeure art. 1131 s. 1132 s. 1133 s. 1134 1. Definition of the 'banker' s. 1135 a. days public holidays arts. 1136. computation of time art. 1137 1. Passive force by cheque Art. ability 1138 2. Form and time limits for commitments by cheque s. 1139 a. law of the place of subscription art. 1140 b. law of the place of payment art. 1141 c. law of the place of domicile s. 1142 s. 1143 s. 1144 i. Conditions art. 1145 II. Defences of the obligor s. 1146 1. In general art. 1147 2. Mandatory submission not art. 1148 3. Effects of acceptance s. 1149 4. Exclusion of the prosecution for currency effects s. 1150 II. Promise to pay to order art. 1151 C tracks endorsable s. 1152 a. particulars s. 1153 (B). The article warrant 1154 C scope of the prescribed art. 1155 s. 1156 a. Conditions art. 1157 i. Designation art. 1158 1. General rules article 1159 2. Control of the debtor Art. 1160 3. In the case of loans guaranteed by pledge art. 1161 III. End of the s. powers 1162 IV. Fee art. 1163 I. rules General s. 1164 1. General rules article 1165 2. Suspended art. 1166 1. Right to vote article 1167 2. Representation of bondholders determined art. 1168 IV. Rules of procedure art. 1169 1. Lawful measures and required majority a. community unique art. 1170 b. If there is more than one community arts. 1171 v. Determination of majority art. 1172 2. Clause limiting a. rule General s. 1173. equal treatment art. 1174 v. State of situation and balance sheet art. 1175 3. Approval a. rules General s. 1176 b. Conditions art. 1177 v. appeal art. 1178 d. Revocation art. 1179 1. Credentials of the representative of the arts community 1180 2. Other cases art. 1181 3. Appeal art. 1182 I. bankruptcy of debtor s. 1183 II. Concordat s. 1184 III. Loans of enterprises of railway or navigation art. 1185 f. law imperative s. 1186. Privilège in the bankruptcy article 1 B unfair competition section 2 C provisions transitional art. 3 D. entry into force art. 4 A rule General s. 1B time to adjust article 2 C release of inputs s. 3. D participation certificates and dividend certificates art. 4 E. shares social own s. 5 f. Obligation to make additional payments art. 6 g. Auditors art. 7 h. right to vote article 8 j. adjustment of the statutory requirements of majority art. 9 k. Destruction of shares and shares in the case of sanitation s. 10. exclusive rights in registered trade reasons art. 11A rule General s. 1B commercial accounting and presentation of the accounts article 2 A rule General s. 1 B adaptation of the statutes and regulations art. 2 C obligations to announce s. 3 s. 1 s. 2 to 4 s. 5 s. 6 modification of the article CO 1 amendment of the CC art. 2 amendment of the Act on the contract of insurance article 3 modification of the law on agriculture s. 4 amendments to the law on work article 5 repeal of provisions of federal law articles 6 adaptation of the legal relationship born under the empire of the old law art. 7 entry into force art. 8. Régime transitional art. 1B privilege in s. bankruptcy 2 C entry into force art. 3. Application of the final title s. 1 I. In general art. 2 II. Charity Art Fund 3 s. 4 I. Derogation crisis economic s. 5 s. 6 D. liability of the members of a cooperative society art. 7 E. reasons for trade art. 8 I. titles preference art. 9 1. Nominal value art. 10 2. Article not fully paid-up bearer shares 11 III. Bills of Exchange and cheques s. 12 g. s. creditor community 13 H.... S. 14 j. amendments to the law on the prosecution for debts and bankruptcy art. 15 I. Reserve General s. 16 II. Amendment of certain provisions art. 17 l. repeal of federal civil law arts. 18 Mr. entry into force of the Act s. 19

A. final title of the civil code art. 1 I. In general art. 2 1. Good participation and enjoyment s. 3 2. Refusal of the owners of shares art. 4 3. Preferred voting shares art. 5 4. Qualified majority voting art. 6 C change of federal statutes art. 7 D. Referendum art. 8 E. entry into force art. 9 introduced by chapter II of the LF the 1 Apr. 1949, in force since 1 Jan. 1950 (RO 1949 I 820; FF 1947 III 905).
Models can be found at the RO 1949 I 820 ch. II c. 2.
[RO 34 231, 35 301, 36 637 913]

State on January 1, 2016