brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
K. Right to information and of inspection

Art. 802

1 Any company member may request the managing directors to provide information on any company matter.

2 Unless the company has an external auditor, company members have unrestricted access to the company ledgers and files.[680](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31806) If the company has an external auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated.

3 If there is a risk that a company member may use the information obtained for non-company purposes that may be detrimental to the company, the managing directors may refuse to provide information and allow access to the extent required; if the company member so requests, the members’ general meeting decides on the matter.

4 If the members’ general meeting refuses to provide information or allow access without justification, the court may issue the relevant order at the request of the company member.

[680](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31806) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
L. Duty of loyalty and prohibition of competition

Art. 803

1 Company members are obliged to safeguard business secrets.

2 They must refrain from doing anything detrimental to the interests of the company. In particular, they may not carry on business that brings them a special advantage but which adversely affects the objects of the company. The articles of association may provide that company members be prohibited from carrying on any activities in competition with the company.

3 The company members may carry on any activities that are contrary to the duty of loyalty or a prohibition of competition provided all the other company members consent in writing. The articles of association may provide that the consent of the members' general meeting be required instead.

4 The special regulations on prohibition of competition clauses applicable to managing directors are reserved.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
II. Convening and conduct of the meeting

Art. 805

1 The members’ general meeting is convened by the managing directors, or if necessary by the external auditors. The liquidators also have the right to convene a members' general meeting.

2 The annual meeting is held every year within six months of the end of the financial year. Extraordinary meetings are convened in accordance with the articles of association or as required.

3 The members’ general meeting must be convened 20 days at the latest before the date of the meeting. The articles of association may extend this period or reduce it to no less than ten days. The possibility of a universal meeting is reserved.

4 …[684](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32014) 

5 In addition, the provisions of the law on companies limited by shares relating to the general meeting apply mutatis mutandis to:

1.

convening the meeting;

 2.[685](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32044) 

 the right of company members to convene a meeting and table agenda items and motions;

 2bis.[686](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32071) 

the venue and the use of electronic means;

3.

the business to be discussed;

4.

motions;

 5.[687](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32102) 

universal meetings and consent to a motion;

6.

preparatory measures;

7.

the minutes;

8.

the representation of company members;

9.

the participation of unauthorised persons.

[684](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32014) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[685](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32044) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[686](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32071) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[687](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32102) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
III. Voting rights
1. Determination

Art. 806

1 The right to vote of company members shall be determined by the nominal value of their capital contributions. Each company member shall have at least one vote. The articles of association may limit the number of votes allocated to the owner of several capital contributions.

2 The articles of association may specify that right to vote are not dependent on nominal value with the result that each capital contribution carries one vote. In this case, the capital contributions with the lowest nominal value must be worth at least one tenth of the nominal value of the other capital contributions.

3 The determination of the right to vote according to the number of capital contributions does not apply to:

1.

 the appointment of the members of the external auditor;

2.

 the appointment of experts to inspect management practices or individual parts thereof;

3.

 the resolution on raising a liability action.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
III. Voting rights
2. Exclusion of the right to vote

Art. 806a

1 In the case of resolutions on the discharge of the managing directors, persons who have participated in management in any way are not permitted to vote.

2 In the case of resolutions on the acquisition of its own capital contribution by the company, company members who are relinquishing their capital contributions are not permitted to vote.

3 In the case of resolutions on consenting to activities of a company member that are contrary to the duty of loyalty or the prohibition of competition, the person concerned is not permitted to vote.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
III. Voting rights
3. Usufruct

Art. 806b

In the case of a usufruct over a capital contribution, the usufructuary has the right to vote and related rights. He is liable to the owner in damages if he fails to give due consideration to the interests of the owner when exercising his rights.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
IV. Right of veto

Art. 807

1 The articles of association may grant company members a right of veto over certain resolutions of the members’ general meeting. They must the detail the decisions to which the right of veto applies.

2 The retrospective introduction of a right of veto requires the consent of all company members.

3 The right of veto may not be transferred.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
V. Resolutions
1. In general

Art. 808

The members’ general meeting shall pass resolutions and conduct its elections by an absolute majority of the votes represented, unless the law or articles of association provide otherwise.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
V. Resolutions
2. Casting vote

Art. 808a

The chair of the members’ general meeting shall have the casting vote. The articles of association may provide otherwise.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
V. Resolutions
3. Important resolutions

Art. 808b

1 A resolution of the members’ general meeting passed by a majority of at least two thirds of the votes represented and an absolute majority of the entire nominal capital in respect of which a right to vote may be exercised is required in the case of:

1.

amending the objects of the company;

2.

 introducing capital contributions with preferential right to vote;

3.

 increasing or easing the restrictions on or the prohibition of the transferability of capital contributions;

4.

 consenting to the assignment of capital contributions or recognition as a company member who is entitled to vote;

5.

increasing the nominal capital;

6.

 restricting or revoking subscription rights;

 6bis.[688](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32263) 

changing the currency of the nominal capital; 

7.

 consenting to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition;

8.

 applying to the court to exclude a company member for good cause;

9.

 excluding a company member on the grounds specified in the articles of association planned;

10.

relocating the seat of the company;

 10bis.[689](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32305) introducing an arbitration clause into the articles of association;

11.

dissolving the company.

2 Provisions of the articles of association stipulating larger majorities than those required by law for certain resolutions may only be introduced, amended or repealed if approved by the required majority.[690](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32332) 

[688](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32263) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[689](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32305) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[690](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32332) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
A. Members' general meeting
VI. Contesting resolutions of the members' general meeting

Art. 808c

The relevant provisions on companies limited by shares apply to the contesting of resolutions of the members’ general meeting.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
I. Designation the managing director and organisation

Art. 809

1 The company members are jointly responsible for the management of the company. The articles of association may adopt alternative provisions on management.

2 Only natural persons may be appointed as managing directors. Where a legal entity or a commercial enterprise is a participant in the company, if applicable it shall appoint a natural person to exercise this function in its stead. The articles of association may require the consent of the members' general meeting for this.

3 Where a company has two or more managing directors, the members' general meeting must appoint a chair.

4 Where a company has two or more managing directors, they decide by a majority of the votes cast. The chair has the casting vote. The articles of association may adopt alternative provisions on decision making by the managing directors.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
II. Duties of the managing directors

Art. 810

1 The managing directors shall be responsible for all matters not assigned by law or the articles of association to the members’ general meeting.

2 Subject to the reservation of the following provisions, the managing directors shall have the following inalienable and irrevocable duties:

1.

 the overall management of the company and issuing the required directives;

2.

 determining the organisation in accordance with the law and the articles of association;

3.

 organising the accounting, financial control and financial planning systems as required for the management of the company;

4.

 supervising of the persons who are delegated management responsibilities, in particular with regard to compliance with the law, articles of association, regulations and directives;

 5.[691](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32412) 

preparing the annual report;

6.

 preparing for the members’ general meeting and implementing its resolutions;

 7.[692](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32440) 

filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted. 

3 The chair of the executive board or if applicable the sole managing director has the following duties:

1.

 to convene and chair the members’ general meeting;

2.

 to issue communications to the company members;

3.

 to ensure the required notifications are made to the commercial register.

[691](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32412) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[692](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32440) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
III. Approval by the members' general meeting

Art. 811

1 The articles of association may provide that the managing directors:

1.

 submit certain decisions to the members' general meeting for approval;

2.

 may submit individual matters to the members' general meeting for approval.

2 Approval by the members’ general meeting does not restrict the liability of the managing directors.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
IV. Duty of care and of loyalty; prohibition of competition

Art. 812

1 The managing directors and third parties who are involved in management must carry out their duties with all due care and safeguard the interests of the company in good faith.

2 They are subject to the same duty of loyalty as the company members.

3 They may not carry on any activities in competition with the company unless the articles of association provide otherwise or all other company members consent to the activity in writing. The articles of association may provide that the consent of the members’ general meeting be required.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
V. Equal treatment

Art. 813

The managing directors and third parties who are involved in management must treat company members equally under the same circumstances.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
VI. Representation

Art. 814

1 Each managing director has the right to represent the company.

2 The articles of association may adopt alternative provisions on representation, but at least one managing director must be authorised to represent the company. The articles of association may refer to regulations that set out the details.

3 The company must be able to be represented by a person who is resident in Switzerland. This person must be a managing director or a manager. They must have access to the register of capital contributions and to the register of beneficial owners under Article 697_l_.[693](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32543) 

4 The relevant provisions on companies limited by shares apply to the extent of and restrictions on the right to act as a representative and to contracts between the company and the person that is representing it.

5 The persons authorised to represent the company must sign on its behalf by appending their signature to the business name.

6 …[694](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32567) 

[693](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32543) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).

[694](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32567) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
VII. Removal of managing directors; Revocation of the right to represent the company

Art. 815

1 The members’ general meeting may remove managing directors that it has appointed at any time.

2 Any company member may request the court to revoke or restrict the right of a managing director to manage or represent the company where there is good cause, and in particular if the person concerned has seriously breached his obligations or is no longer able to manage the company competently.

3 The managing directors may at any time suspend managers, authorised signatories or authorised officers in their capacity.

4 If these persons have been appointed by the members’ general meeting, a members’ general meeting must be convened without delay.

5 Claims for compensation made by persons who have been removed or suspended are reserved.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
VIII. Nullity of decisions

Art. 816

Decisions made by the managing directors are subject_mutatis mutandis_ to the same grounds for nullity as resolutions of the general meeting of a company limited by shares.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
B. Management and representation
IX. Liability

Art. 817

The company is liable for losses or damage caused by unauthorised acts carried out in the exercise of his business activities by a person authorised to manage or represent the company.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
C. External auditor

Art. 818

1 The relevant provisions on companies limited by shares apply to the external auditor.

2 A company member subject to an obligation to make additional financial contributions may request an ordinary audit of the annual accounts.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
D. Defects in the Organisation of the Company

Art. 819

The relevant provisions on companies limited by shares apply to defects in the organisation the company.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Three: Organisation of the Company
E. Imminent insolvency, loss of capital and overindebtedness

Art. 820695

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

[695](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32656) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
A. Dissolution
I. Grounds

Art. 821

1 A limited liability company must be dissolved:

1.

 if ground for dissolution stated in the articles of association applies;

2.

 if the members’ general meeting so resolves;

3.

if bankruptcy proceedings are commenced;

4.

in the other cases provided for by the law.

2 If the members’ general meeting resolves to dissolve the company, the resolution must be done as a public deed.

3 Any company member may request the court to dissolve the company for good cause. Instead of dissolution, the court may opt for an alternative solution that is appropriate and reasonable for the persons concerned, such as the payment of a financial settlement to the company member requesting dissolution commensurate with the true value of his capital contribution.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
A. Dissolution
II. Consequences

Art. 821a

1 The relevant provisions on companies limited by shares apply_mutatis mutandis_ to the consequences of dissolution.

2 The dissolution of a company must be entered in the commercial register. Where dissolution is ordered by the court, the court must notify the commercial register without delay. Where dissolution is on other grounds, the company must notify the Commercial Register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation

Art. 822

1 A company member may apply to the court to for leave to resign for good cause.

2 The articles of association may grant company members the right to resign and make this subject to certain conditions.