Key Benefits:
3 October 2003 (State 1 Er January 2014)
1 This Law regulates the adaptation of the legal structures of capital corporations, partnerships, limited partnerships, cooperative societies, associations, foundations and individual enterprises by way of Merger, division, transformation and transfer of heritage.
2 It guarantees the security of law and transparency while protecting creditors, workers and persons with minority interests.
3 In addition, it lays down the conditions of private law to which institutes of public law may merge with subjects of private law, transform into subjects of private law or participate in transfers of heritage.
4 The provisions of the Act of 6 October 1995 on cartels 1 Concerning the assessment of concentrations of undertakings are reserved.
For the purposes of this Law:
1 New content according to the c. II 1 of the annex to the Act of 23 June 2006 on collective investments, in force since 1 Er Jan 2007 ( RO 2006 5379 ; FF 2005 5993 ).
2 New content according to the c. 2 of the annex to the LF of 23 Dec. 2011 (Accounting Law), in force since 1 Er Jan 2013 ( RO 2012 6679 ; FF 2008 1407 ).
3 RS 831.40
1 The merger of companies may result in:
2 The merger results in the dissolution of the transferring company and its cancellation of the commercial register.
1 Capital companies may merge:
2 Partnerships and limited partnerships may merge:
3 Cooperative societies may merge:
4 Associations can merge with associations. Associations registered in the trade register may also merge:
1 A corporation in liquidation may participate in a merger as a transferring corporation if the distribution of the assets has not yet begun.
2 The senior management or administrative body shall submit to the Office of the Trade Register an attestation that the condition laid down in para. 1 is completed.
1 A company, of which half of the sum of the capital stock or of the social capital and legal reserves is no longer covered, or which is over-indebted, may merge with another company only if the latter has freely available capital Available equivalent to the amount of the overdraft and, where applicable, over-indebtedness. This requirement does not apply to the extent that creditors of the companies participating in the merger agree to have their debt placed below that of all other claims.
2 The senior management or administrative body shall submit to the Office of the Trade Register an attestation by a certified review expert that the condition laid down in para. 1 is completed. 1
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 The partners of the transferring company are entitled to social shares or to the rights of the societariat of the reprising society which correspond to their previous social shares or rights of social partners, taking account of the heritage of the companies which Mergers, distribution of voting rights and all other relevant circumstances.
2 In determining the exchange of shares ratio, a relief may be provided; it shall not exceed one tenth of the actual value of the social shares allocated.
3 Non-social partners are entitled to at least one social share when their company is taken over by a capital company.
4 The reprising company must allocate equivalent social shares or shares with the right to vote to the non-voting shareholders of the transferring company.
5 The reprising company must allocate equivalent rights or pay appropriate compensation to the partners of the transferring company who hold special rights attached to the social shares or the rights of the societariat.
6 The reprising company must allocate equivalent rights to the holders of the right holders of the transferring company, or redeem their right of enjoyment at their real value at the time of the conclusion of the merger agreement.
1 In the case of merger by absorption, the reprising company must increase its capital to the extent that the maintenance of the rights of the partners of the transferring company requires it.
2 Provisions of the Code of Obligations (CO) 1 Concerning contributions in kind and art. 651, para. 2, CO does not apply to mergers.
Provisions of the Civil Code (CC) 1 And CO 2 On the foundation of a corporation apply to the foundation of a new corporation in the context of a combination of amalgamation. The provisions concerning the number of founders of capital companies and the provisions concerning contributions in kind shall not apply.
1 The merging companies must establish an interim balance sheet if the balance sheet date is more than six months earlier than the date of the conclusion of the merger agreement or if significant changes have occurred in their assets Since the closing of the last balance sheet.
2 The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:
1 The merger contract shall be concluded by the senior management or administrative bodies of the merging companies.
2 It must be in writing and must be approved by the general assemblies or, failing that, by the partners of the merging companies (art. 18).
1 The merge contract contains:
2 L' al. 1, let. C to f, does not apply in the case of mergers between associations.
1 The senior management or administrative bodies of the merging companies shall draw up a written report on the merger. They may also jointly draft the report.
2 Small and medium-sized enterprises may waive the establishment of a merger report with the approval of all partners.
3 The report must explain and justify the legal and economic point of view:
4 In the case of a merger by combination, the draft statutes of the new company must be annexed to the merger report.
5 This provision shall not apply in the case of mergers between associations.
1 The merging companies must have the merger contract verified, the merger report and the balance sheet on which the merger is based by an approved auditor if the reprising company is a capital company or a cooperative corporation with Social shares. They may refer to a common reviewer. 1
2 Small and medium-sized enterprises may opt out of the audit subject to the approval of all partners.
3 The merging companies provide all relevant information and documents to the reviewer. 2
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 Each of the merging companies gives the partners the opportunity to consult the following documents of all the merging companies during the 30 days preceding the decision:
2 Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.
3 Partners may require corporations to merge copies of the documents listed in s. 1. These are available free of charge.
4 Each of the merging companies shall inform the partners in an appropriate manner of their opportunity to exercise their right of consultation.
1 If significant changes in the assets or liabilities of one of the merging companies come between the conclusion of the merger agreement and the decision of the general meeting, the senior management or administrative body of The company shall inform the senior management or administrative bodies of the other merging companies.
2 The senior management or administrative bodies of all the merging companies shall consider whether the merger contract should be amended or whether the merger should be renounced; if so, they shall withdraw the proposal for approval of the merger. Merger agreement. Otherwise, they shall present to the General Assembly the reasons why the merger contract should not be adapted.
1 For capital corporations, cooperative corporations and associations, the senior executive or administrative body must submit the merger agreement to the general meeting for approval. The following majorities are required: 1
2 For partnerships and limited partnerships, the merger contract must be approved by all partners. However, the company contract may provide that three-quarters of all partners' approval is sufficient.
3 The take-over of another corporation by a stock-limited partnership requires, in addition to the majorities set out in para. 1, let. A, the written approval of all partners indefinitely responsible.
4 If an obligation to make additional payments or to provide other personal benefits is introduced following the takeover of an anonymous company or a limited partnership by a limited liability company, The approval of the shareholders concerned is required.
5 If the merger contract only provides for compensation, the merger decision must obtain the approval of at least 90 % of the members of the transferring company who have the right to vote.
6 If it results from the merger a change in the purpose of the company for the partners of the transferring company and if, by virtue of legal or statutory provisions, a different majority than the one provided for the decision to merge is required for the The approval of the merger decision must satisfy these two majorities.
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 The members of the association are free to leave the association within two months of the merger decision.
2 The exit takes effect retroactively to the date of the merger decision.
1 The merger decision shall be the subject of an authentic act.
2 This provision shall not apply to the merger of associations.
1 Once the merger decision has been taken by all the merging companies, their senior management or administrative bodies require the merger to be entered in the commercial register.
2 If the corporation is to increase its capital due to the amalgamation, the amended articles and the findings required in respect of the capital increase (s. 652 G CO 1 ) Are also submitted to the Office of the Trade Register.
3 The transferring company is deregistered from the commercial register by the recording of the merger.
4 This provision shall not apply to associations which are not registered in the Register of Trade.
1 The merger shall have effect as soon as it is entered in the trade register. On that date, all the assets and liabilities of the transferring company are transferred from the law to the reprising company. Art. 34 of the Cartel Act of 6 October 1995 1 Is reserved.
2 The merger of associations which are not registered in the register of trade shall have effect once the merger decision has been taken by all the associations.
1 Capital companies may merge under simplified conditions:
2 If the holding company does not hold the whole, but at least 90 %, of the social shares conferring voting rights of the transferring capital company, the merger may be subject to simplified conditions:
1 Capital corporations that amalgamate and meet the conditions set out in s. 23, para. 1, shall only include in the contract of merger the particulars provided for in Art. 13, para. 1, let. A and f to i. They must not prepare a merger report (s. 14), nor have the merger contract verified (Art. 15), nor grant the right of consultation (Art. 16), nor subject the merger contract to the approval of the General Assembly (s. 18).
2 Capital corporations that amalgamate and meet the conditions set out in s. 23, para. 2, shall only include in the contract of merger the particulars provided for in Art. 13, para. 1, let. A, b and f to i. They must not prepare a merger report (s. 14), nor subject the merger contract to the approval of the General Assembly (Art. 18). The right of consultation provided for in s. 16 shall be granted at least 30 days before the requisition for the recording of the merger in the register of commerce.
1 The reprising company guarantees the claims of the creditors of the merging companies if they so require within the period of three months from the date on which the merger deploys its effects.
2 The merging companies shall inform their creditors of their rights by a triple publication in the Swiss Official Gazette of Commerce. They may waive this publication if a certified review expert certifies that all known or expected claims can be executed by means of the available capital of the merging companies. 1
3 The obligation to provide security is extinguished if the corporation proves that the merger does not affect the performance of the debt.
4 The company required to provide security may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.
1 New wording of the sentence as per c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 The partners of the transferring company that met its debts prior to the merger continue to respond to debts arising prior to the publication of the merger decision or the cause of which is earlier than that date.
2 The claims arising from the personal liability of the partners for the debts of the transferring company shall be prescribed no later than three years from the date on which the merger deploys its effects. If the claim becomes due only after the publication of the merger decision, the requirement shall run as soon as possible. The limitation of personal liability does not apply to partners who also bear personal responsibility for the debts of the reprising company.
3 For bonds and other bonds issued publicly, liability remains until repayment, unless otherwise disposed of by the prospectus. The provisions concerning the community of creditors in borrowings by bonds within the meaning of s are reserved. 1157 and following CO 1 .
1 The transfer of work reports to the reprising society is governed by s. 333 CO 1 .
2 The workers of the merging companies may, in accordance with Art. 25, require the guarantee of claims arising from the contract of employment which become due up to the date on which the work reports could normally end or end if the worker objects to the transfer.
3 The partners of the transferring company that met its debts prior to the merger continue to account for debts arising from the contract of employment that become due up to the date on which the work reports could normally be Terminate or terminate if the worker objects to the transfer.
1 Consultation of the representation of workers is governed, both for the transferring company and for the reprising society, by art. 333 A CO 1 .
2 The consultation takes place prior to the decision under s. 18. The executive or administrative body shall inform the general meeting of the outcome of the consultation at the time of the decision.
3 If the provisions of paras. 1 and 2 are not complied with, the representation of workers may require the judge to prohibit the recording of the merger in the register of commerce.
4 This provision shall also apply to reprising companies whose registered office is abroad.
The division of a corporation may result in:
Capital corporations and cooperative corporations may split into capital corporations and cooperative corporations.
1 In the event of a split, the social shares and the rights of the company shall be maintained in accordance with Art. 7.
2 The partners of the transferring company may be assigned:
If the transferring company reduces its capital by reason of separation, s. 733, 734, 788, para. 2, and 874, para. 2, CO 1 Are not applicable.
1 The reprising company increases its capital to the extent that the maintenance of the rights of the partners of the transferring company requires it.
2 The provisions of the CO 1 Concerning contributions in kind and art. 651, para. 2, CO does not apply to divisions.
The provisions of the CO 1 In respect of the foundation of a corporation, apply to the foundation of a new corporation in a split. The provisions concerning the number of founders of capital companies and contributions in kind are not applicable.
1 The companies participating in the split shall establish an interim balance sheet if the balance sheet date is more than six months before the date of the conclusion of the contract of division or the establishment of the spin-off project, or if Significant changes have occurred in their heritage since the close of the last balance sheet.
2 The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:
1 If a company transfers ownership of its assets to existing companies, the executive or administrative bodies of the companies participating in the division shall enter into a contract of division.
2 If a company intends to transfer the shares of its assets to companies that are to be incorporated, the executive or administrative body shall establish a plan for the division.
3 The contract or the proposed split shall be in writing and shall be subject to the approval of the General Assembly (Art. 43).
The contract or split project contains:
1 Objects of the active heritage which cannot be attributed on the basis of the contract or the split project:
2 L' al. 1 applies mutatis mutandis to claims and immaterial rights.
3 Companies participating in a division are jointly and severally liable for debts which cannot be attributed on the basis of the contract or the split project.
1 The senior management or administrative bodies of the companies participating in the split shall draw up a written report on the division. They may also jointly draft the report.
2 Small and medium-sized enterprises may waive the establishment of a split report subject to the approval of all partners.
3 The report explains and justifies the legal and economic point of view:
4 In the case of the establishment of a new company in the context of a split, the draft statutes of the new company shall be annexed to the split report.
Art. 15 shall apply by analogy to the verification of the contract or the split project and the split report.
1 Each of the companies participating in the split gives the partners the opportunity, during the two months preceding the decision, to consult the following documents of all the companies involved in the split:
2 Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.
3 Partners may require companies involved in the division of copies of the documents listed in para. 1. These are available free of charge.
4 Each of the companies participating in the split announces the possibility of exercising the right of consultation through a publication in the Swiss Trade Leaf.
Art. 17 applies mutatis mutandis to information on changes in heritage.
1 The senior management or administrative bodies of the companies participating in the division may not subject the contract or the draft division to the approval of the general meeting until after the security rights have been provided in accordance with Art. 46.
2 The majorities required for art. 18, para. 1, 3, 4 and 6, are applicable to decision-making.
3 In the case of an asymmetrical split, the approval of at least 90 % of the partners of the transferring company having the right to vote is required.
The decision to split is the subject of an authentic act.
The creditors of all companies participating in the split are informed by a triple publication in the Swiss Official Gazette of Commerce that they may require security rights if they file their claims.
1 Companies participating in the split guarantee the claims if the creditors so require within the two-month period from the publication of the notice to creditors.
2 The obligation to provide security is extinguished if the company proves that the division does not compromise the execution of the debt.
3 The company required to provide security may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.
1 The other companies participating in the split (liability companies in the alternative) are jointly and severally liable to the creditors who have not been disinterested by the company to which the debts were awarded under the contract of Split or split project (lead company).
2 Subsidiary companies may be sought only if the claim has not been secured and the company responsible as the principal:
Art. 26 applies by analogy to the personal liability of the partners.
1 The transfer of work reports is governed by s. 333 CO 1 .
2 The workers of the companies participating in the division may, in accordance with Art. 46, require the guarantee of claims arising from the contract of employment which become due up to the date on which the work reports could normally end or end if the worker objects to the transfer.
3 Art. 27, para. 3, shall apply mutatis mutandis.
Art. 28 applies to the consultation of workers' representation.
1 Once the split decision has been taken, the senior management or administrative body shall require the registration of the split in the register of commerce.
2 If the transferring company reduces its capital by reason of the separation, the amended statutes are also submitted to the Office of the Trade Register.
3 In the case of division, the transferring company shall be deregistered from the register of commerce by the recording of the division.
A society may change its legal form (transformation). It does not change its legal relations.
1 A capital company can transform itself:
2 A collective name society can transform itself:
3 A limited partnership can transform itself:
4 A co-operative society can transform itself:
5 An association may, if it is registered in the commercial register, become a capital company or a cooperative corporation.
1 A partnership may be converted into a limited partnership by:
2 A limited partnership may be converted into a partnership by:
3 Continuation of the business of a partnership or limited partnership in the form of an individual undertaking within the meaning of s. 579 CO 1 Is reserved.
4 The provisions of this Chapter shall not apply to the conversion provided for in this Article.
1 The social shares and the social rights of the partners are maintained during the transformation.
2 Non-social partners are entitled to at least one social share when converting their company into a capital company.
3 The company allocates equal shares or social shares with the right to vote to holders of social shares without the right to vote.
4 The company allocates equivalent rights or pays adequate compensation to associates with special rights attached to social shares or to the rights of the public.
5 The corporation allocates equivalent rights to the holders of the right of tenure, or redeems their right of enjoyment to their actual value at the time the transformation project is established.
In case of transformation, the provisions of the CC 1 And CO 2 Concerning the foundation of a corresponding company shall apply. The provisions concerning the number of founders of capital companies and contributions in kind are not applicable.
1 The company shall draw up an interim balance sheet if the balance sheet date is more than six months earlier than the date on which the transformation report was drawn up or if there have been significant changes in its heritage since the closure The last balance sheet.
2 The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:
1 The senior management or administrative body shall establish a transformation project.
2 The proposed transformation shall take the written form and shall be subject to the approval of the General Assembly or, failing that, the partners, in accordance with Art. 64.
The transformation project contains:
1 The senior management or administrative body shall draw up a written report on the transformation.
2 Small and medium-sized enterprises may waive the processing of a conversion report with the approval of all partners.
3 The report explains and justifies the legal and economic point of view:
1 The company verifies the transformation project, the transformation ratio and the balance sheet on which the transformation is based by a certified reviewer. 1
2 Small and medium-sized enterprises may opt out of the audit subject to the approval of all partners.
3 The company provides all relevant information and documents to the reviewer. 2
4 The examiner checks whether the processing conditions are met, in particular if the legal status of the partners is maintained after the transformation. 3
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
3 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 The company gives the partners the opportunity, during the 30 days preceding the decision, to consult the following documents at its headquarters:
2 Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.
3 The partners may require copies of the documents listed in para. 1. These must be made available free of charge.
4 The company shall inform the partners in an appropriate manner of their opportunity to exercise their right of consultation.
1 For capital corporations, cooperative corporations and associations, the senior executive or administrative body must submit the proposed transformation to the approval of the general meeting. The following majorities are required: 1
2 For partnerships and limited partnerships, the conversion project is subject to the approval of all partners. However, the company contract may provide that three-quarters of all partners' approval is sufficient.
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
2 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
The transformation decision is the subject of an authentic act.
The senior management or administrative body shall require registration of the transformation in the trade register.
The effect of processing is as soon as it is entered in the trade register.
1 Individual companies and businesses registered in the Register of Commerce, Group Investment Limited Partnerships and Variable Capital Investment Corporations may transfer all or part of their assets with assets and liabilities To another subject of private law. 1 Chapter 3 applies if the members of the transferring company receive social shares or social rights of the reprising company.
2 The legal and statutory provisions concerning the protection of capital and liquidation are reserved.
1 New content according to the c. II 1 of the annex to the Act of 23 June 2006 on collective investments, in force since 1 Er Jan 2007 ( RO 2006 5379 ; FF 2005 5993 ).
1 The transfer contract shall be concluded by the senior management or administrative bodies of the subjects involved in the transfer.
2 The transfer contract is in writing. When real property is transferred, the corresponding parts of the contract are in the authentic form. A single authentic act is sufficient, even when the buildings are located in different cantons. The authentic act shall be established by a public officer at the seat of the transferring subject.
1 The transfer agreement contains:
2 The transfer of assets is permitted only if the inventory has a surplus of assets.
Active heritage objects and intangible claims and rights that cannot be attributed on the basis of the inventory remain within the transferring subject.
1 The senior management or administrative body of the transferring subject shall require the recording of the transfer of heritage to the register of commerce.
2 The transfer of assets shall have effect as soon as it is entered in the register of trade. On that date, all the assets and liabilities listed in the inventory are transferred by law to the subject matter. Art. 34 of the Cartel Act of 6 October 1995 1 Is reserved.
1 The executive or administrative body of the transferring company shall inform the partners of the transfer of assets in the annex to the annual accounts. If annual accounts are not to be established, the transfer of assets is the subject of information at the next general meeting.
2 The annex or information at the general meeting explains and justifies the legal and economic point of view:
3 The duty of information is extinguished if the transferred assets account for less than 5 % of the total balance sheet of the transferring company.
1 Former debtors shall remain jointly and severally liable for three years with the new debtor for the performance of the debts arising before the transfer of assets.
2 The claims to the transferring subject matter shall be barred by three years from the publication of the transfer of heritage. If the claim becomes due only after that publication, the limitation period shall run from the due date.
3 The subjects involved in the transfer of assets guarantee the claims:
4 Subjects participating in the transfer of assets who are required to provide security rights may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.
1 The transfer of work reports to the subject is governed by s. 333 CO 1 .
2 Art. 75 applies to all debts resulting from the contract of employment that become due up to the date on which the work reports could normally terminate or terminate if the worker objects to the transfer.
1 Consultation of the representation of workers is governed, both for the subject transferring and for the subject embodying, by art. 333 A CO 1 .
2 If the provisions of para. 1 is not complied with, the representation of workers may require the judge to prohibit the recording of the transfer of assets in the register of commerce.
3 This provision shall also apply to repreneural subjects whose registered office is abroad.
1 Foundations can merge with each other.
2 The merger is only permitted if it is objectively justified and, in particular, if it promotes the maintenance and fulfilment of the purpose of the foundation. The possible legal claims of the recipients of the participating foundations must be maintained. Art. 86 CC 1 Is applicable if a change in purpose is required for the merge.
1 The merger contract is concluded by the governing bodies of the merging foundations.
2 The contract contains:
3 The contract is in writing. For the foundations of the family and the ecclesiastical foundations, it is the subject of an authentic act.
The foundations shall establish a balance sheet and, if the conditions laid down in Art. 11 are fulfilled, an interim balance sheet.
1 The foundations shall verify the merger contract and the balance sheets by a certified reviewer. 1
2 They provide all the information and documents useful to the reviewer.
3 The reviser shall draw up a report specifying in particular whether the possible legal claims of the addressees are maintained and whether there are known or expected claims which cannot be executed by means of the foundations which Merge.
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
Before requesting the approval of the supervisory authority, the top organ of the transferring foundation shall inform the addressees who have legal claims of the proposed merger and its effect on their legal status. In the case of family foundations and ecclesiastical foundations, the information takes place before the merger decision.
1 The senior organs of foundations subject to the supervision of a public law corporation shall require the approval of the merger with the competent supervisory authority. The written request specifies that the conditions of the merger are met. The balance sheets of the foundations audited by the approved reviewer and the revision report shall be attached to the request. 1
2 The competent authority shall be the supervisory authority of the transferring foundation. If there are several transferable foundations, the merger is subject to the approval of the supervisory authority for each foundation.
3 After consideration of the request, the supervisory authority shall render a decision and, in the case of approval, require the recording of the merger in the register of commerce.
4 Art. 22, para. 1, is applicable in respect of the legal effects of the merger.
1 New wording of the sentence as per c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 The merger of family foundations and ecclesiastical foundations extends its effects after the merger contract has been approved by the governing bodies of the merging foundations. Art. 83 shall apply by analogy to ecclesiastical foundations which, under public law, are subject to the supervision of a corporation governed by public law.
2 Recipients with legal claims as well as the members of the upper body of the Foundation who have not approved the merger decision may, if the conditions are not met, attack it in court within the time limit of three Months from the decision.
1 The supervisory authority or, in the case of family foundations and ecclesiastical foundations, the top organ of the transferring foundation must, before making its decision or before the merger decision is taken, inform the creditors Foundations that merge with a triple publication in the Swiss Trade Sheet that they may require security rights if they file their claims. Recipients with legal claims may not require security rights.
2 The supervisory authority or, in the case of family foundations and ecclesiastical foundations, the senior body of the foundation may waive the publication of a notice to the creditors if the registered reviewer certifies that all known claims or They can be executed by means of the fortunes of the merging foundations. 1
3 Art. 25 is applicable in the event of notice to creditors.
4 Art. 27 and 28 apply to the protection of workers.
1 New content according to the c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 Foundations registered in the trade register may transfer all or part of their assets with assets and liabilities to another subject.
2 Art. 78, para. 2, shall apply mutatis mutandis. Art. 70 to 72 apply to the transfer contract, s. 75 to 77, to the protection of creditors and workers.
1 The senior bodies of foundations subject to the supervision of a public law corporation require the approval of the transfer of assets to the competent supervisory authority. The written request must state that the conditions for the transfer of heritage are met.
2 The competent authority shall be the supervisory authority of the transferring foundation.
3 After consideration of the request, the supervisory authority shall render a decision. Once the approval decision is in force, it requires the recording of the transfer of assets to the commercial register.
4 Art. 73 applies to entry in the register of trade and legal effects.
1 Pre-need institutions may merge with each other.
2 The merger of provident institutions is permitted only if the purpose of foresight and the rights and claims of the insured are maintained.
3 Provisions of the law of foundations (art. 80 ff CC 1 ) And LPP 2 Are reserved.
The foresight institutions that merge shall draw up a balance sheet and, if the conditions laid down in Art. 11 are fulfilled, an interim balance sheet.
1 The merger contract shall be concluded by the senior management bodies of the foresight institutions that merge.
2 The merge contract contains:
3 The contract of amalgamation is in writing.
1 The senior management bodies of the provident institutions shall draw up a written report on the merger. They may also jointly draft the report.
2 The report must explain and justify:
1 The merged foresight institutions shall verify the merger contract, the merger report and the balance sheet by their supervisory body as well as by an approved expert in the field of occupational foresight. They may refer to a common expert.
2 The foresight institutions that amalgamate provide all the information and documents useful to those responsible for the audit.
3 The supervisory body and the expert on occupational foresight shall draw up a report in which they specify whether the rights and claims of the insured are maintained.
1 The competent bodies of the provident institution shall inform the insured persons of the proposed merger and of its repercussions at the latest at the time of the granting of the right of consultation provided for in para. 2. They shall inform the policyholders in an appropriate manner of their opportunity to exercise their right of consultation.
2 The merging institutions shall, during the 30 days preceding the request to the supervisory authority, give the insured persons the opportunity to consult the contract and the merger report at their headquarters.
1 The merger shall be subject to the approval of the senior management body and, in addition, in the case of a cooperative company, to that of the general meeting. Art. 18, para. 1, let. D, applies to the required majorities.
2 In the case of public welfare institutions, s. 100, para. 3, is reserved.
1 The senior management bodies of the pre-need institutions shall require the approval of the merger with the competent supervisory authority.
2 The competent authority shall be the supervisory authority of the transferring provident institution.
3 The supervisory authority shall examine whether the conditions of the merger are satisfied and render a decision. It may require additional parts if necessary for the examination of the conditions.
4 Once the approval decision is in force, the supervisory authority requires that the merger be entered in the commercial register.
5 Art. 22, para. 1, is applicable in respect of legal effects.
1 The supervisory authority shall inform, before rendering its decision, the creditors of the institutions of foresight which merge with a triple publication in the Swiss Official Trade Sheet, which they may require security rights if they produce Their claims.
2 The supervisory authority may waive the publication of a notice to creditors if all known or expected claims can be executed by means of the available wealth of the foresight institutions that merge.
3 In the event of an opinion to the creditors, the creditors may, within two months of the publication in the Swiss Official Gazette of Commerce, require that the institution of foresight provide security. Insured persons may not require security rights.
4 The obligation to provide security is extinguished if the institution of foresight proves that the merger does not affect the execution of the debt. Art. 25, para. 4, is applicable. The supervisory authority shall decide in case of dispute.
5 Art. 27 and 28 apply to the protection of workers.
1 Pre-need institutions can be established as foundations. 1
2 The transformation of pre-need institutions is only permitted if the purpose of foresight and the rights and claims of the insured are maintained.
3 Art. 89 to 95 shall apply mutatis mutandis.
1 New content according to the c. II 2 of the LF of 17 Dec. 2010 (Financing of public law corporations' foresight institutions), in force since 1 Er Jan 2014 ( RO 2011 3385 ; FF 2008 7619 ).
1 Provident institutions may transfer all or part of their assets with assets and liabilities to another institution of foresight or to another subject.
2 Art. 88, para. 2, shall apply mutatis mutandis. Art. 70 to 77 are applicable.
3 Any transfer of assets in the framework of a total or partial liquidation requires the approval of the supervisory authority if this is provided for by the right of professional foresight.
1 Institutes of Public Law may:
2 Institutes of public law may transfer all or part of their heritage to other subjects or to take up all or part of the heritage of other subjects by way of transfer of heritage.
1 The provisions of this Law shall apply mutatis mutandis to the merger of private law subjects with institutes governed by public law, to the transformation of such institutes into private law subjects and to any transfer of heritage in which a Public law subject. In the case of a merger and transformation within the meaning of s. 99, para. 1, public law may provide for other provisions for participating public law institutes. Art. However, 99 to 101 are applicable in all cases, except for transport and infrastructure companies, to the extent that public law provides for derogations. 1
2 Public law institutes establish an inventory that clearly identifies and evaluates the assets and liabilities affected by the merger, transformation or transfer of assets. Buildings, valuables and intangible values are mentioned individually. The inventory shall be verified by an approved assessor if it is not guaranteed in any other way that the establishment and the evaluation of the inventory correspond to the accepted principles of the establishment of the accounts. 2
3 The decision on the subject of public law relating to the merger, transformation or transfer of heritage shall be governed by the provisions and principles of public law of the Confederation, the cantons and the municipalities.
1 New wording of the sentence as per c. II 4 of the Law of 20 March 2009 on the reform of the railways 2, in force since 1 Er Jan 2010 ( RO 2009 5597 ; FF 2005 2269 , 2007 2517).
2 New wording of the sentence as per c. 2 of the annex to the PMQ of Dec 16. 2005 (Right of the company with limited liability; adaptation of the rights of the limited company, the cooperative society, the register of trade and reasons of trade), in force since 1 Er Jan 2008 ( RO 2007 4791 ; FF 2002 2949 , 2004 3745).
1 Mergers, transformations and transfers of heritage of institutes under public law should not be prejudicial to creditors. The Confederation, the cantons and the municipalities shall take the necessary measures to ensure that claims within the meaning of Art. 26, 68, para. 1, and 75 can be satisfied.
2 The Confederation, the cantons and the municipalities shall, by virtue of the applicable law, respond to the damage caused by inadequate measures.
The Federal Council shall issue the necessary provisions concerning:
The collection of cantonal or communal transfer rights is excluded in the case of restructuring within the meaning of Art. 8, para. 3, and 24, para. 3 and 3 Cc , of the Federal Act of 14 December 1990 on the harmonisation of the direct taxes of the cantons and municipalities 1 The emoluments covering the costs incurred shall be reserved.
1 The subject matter or, in the case of transformation, the subject which changes legal form must, as long as the short period provided for in par. 2 does not apply, to request, from the Office of the Land Registry, the recording of all the amendments resulting from the merger, the division or the conversion within the period of three months from the date on which those Operations deploy their effects.
2 The subject matter shall, at the Office of the Land Registry, require the recordal of the transfer of ownership of a building immediately after the date on which the operation deploys its effects if:
3 In the cases provided for in para. 2, let. A and b, the transfer of ownership of the buildings to the subject resuming is found in an authentic act as legitimation of the transfer of ownership.
4 A public officer who makes an authentic act of finding within the meaning of s. 3 or an authentic act within the meaning of s. 70, para. 2, is entitled to request amendments to the Land Registry Offices in the name of the subject taking up the matter.
1 If, in the case of a merger, division or transformation, the social shares or the rights of the public are not adequately maintained or if the compensation is not adequate, each partner may require, within the two-month period to As from the publication of the decision to merge, split or transform, which the court fixes an adequate relief. Art. 7, para. 2, does not apply to the fixation of relief.
2 The judgment has effect on all members of the participating subjects as long as they have the same legal status as the applicant.
3 The costs of the proceedings shall be borne by the subject. If justified by particular circumstances, the judge may charge all or part of the costs to the applicant.
4 The action requesting examination of the maintenance of social shares or of the rights of the public does not affect the validity of the decision to merge, split or transform.
1 If the provisions of this Law are not complied with, the members of the participating subjects who have not approved the decision of the merger, division or transformation may, within the period of two months from the date of the Publication in the Swiss Trade Leaf. If publication is not required, the time limit shall be from the date of the decision.
2 The partners can also attack the decision if it has been taken by the senior management or administrative body.
1 If an irregularity can be remedied, the judge shall give the subjects concerned a period of time to do so.
2 If the irregularity has not been remedied within the time limit, or if it cannot be remedied, the judge shall cancel the decision and order the necessary measures.
1 All persons involved in the merger, division, transformation or transfer of heritage are accountable to the subjects, as well as to each partner and creditor, from the damage they cause to them by missing Intentionally or negligently to their duties. The responsibility of the founders is reserved.
2 All persons involved in the verification of the merger, the division or the transformation respond to the subjects, as well as to each partner and creditor, the damage they cause to them by intentionally missing Or by neglect of their duties.
3 Art. 756, 759 and 760 CO 1 Are applicable. In the event of a bankruptcy of a corporation or a cooperative corporation, s. 757, 764, para. 2, 827 and 920 CO shall apply mutatis mutandis.
4 The liability of persons acting on behalf of an institute governed by public law shall be governed by public law.
The amendment to the existing law is set out in the Annex.
This Law shall apply to mergers, divisions, alterations and transfers of heritage which are required to be entered in the trade register after its entry into force.