brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
III. Voting rights at general meetings of shareholders
2. Shares with privileged right to vote

Art. 693

1 The articles of association may stipulate that the right to vote is determined regardless of nominal value by the number of shares belonging to each shareholder, such that each share confers one vote.

2 In this case, shares with a lower nominal value than other shares of the same company may be issued only as registered shares and must be fully paid up. The nominal value of these other shares must not exceed ten times the nominal value of the voting shares.[496](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24621) 

3 The allocation of right to vote according to number of shares does not apply to:

1.

the election of external auditors;

2.

 the appointment of experts to audit the company’s business management or parts thereof;

 3.[497](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24649) 

 any resolution concerning the instigation of a special investigation;

 4.[498](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24674) 

 any resolution concerning the raising of a liability action.[499](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24697) 

[496](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24621) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).

[497](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24649) 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)).

[498](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24674) 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)).

[499](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24697) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
III. Voting rights at general meetings of shareholders
3. Entitlement to exercise right to vote

Art. 694

The right to vote shall take effect as soon as the amount on the share determined by law or the articles of association is paid up.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
III. Voting rights at general meetings of shareholders
4. Exclusion of right to vote

Art. 695

1 In the case of resolutions concerning the discharge of the board of directors, persons who have participated in any manner in the management of the company’s business have no right to vote.

2 …[500](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24734) 

[500](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24734) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
III. Voting rights at general meetings of shareholders
4. Exclusion of right to vote

Art. 696501

[501](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24757) 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
IV. Right to information and to inspect
1. Right to information

Art. 697502

1 At the general meeting, any shareholder is entitled to information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit.

2 In companies whose shares are not listed on a stock exchange, shareholders who together represent at least 10 per cent of the share capital or of the votes may request the board of directors in writing to provide information on company matters.

3 The board of directors shall provide the information within four months. The answers of the board of directors shall also be made available for inspection by the shareholders at the latest at the next general meeting.

4 The information must be provided insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.

[502](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24786) 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
IV. Right to information and to inspect
2. Right to inspect

Art. 697a503

1 The company ledgers and files may be inspected by shareholders who together represent at least 5 per cent of the share capital or of the votes.

2 The board of directors shall permit inspection within four months of receiving the request. The shareholders may take notes.

3 Inspection must be permitted insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing.

[503](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24826) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
IV. Right to information and to inspect
3. Refusal of the request for information or to inspect

Art. 697b504

Where information or inspection is wholly or partly refused or made impossible, the shareholders may within 30 days apply to the court for an order to provide the information or permit inspection.

[504](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24874) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
1. With approval of the general meeting

Art. 697c505

1 Any shareholder who has already exercised their right to information or to inspect may request the general meeting to have specific matters investigated by independent experts where this is necessary for the exercise of shareholders’ rights.

2 Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days to appoint the experts to carry out the special investigation.

[505](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24917) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
2. If the motion is rejected by the general meeting

Art. 697d506

1 Where the general meeting rejects the motion, shareholders may within three months request the court to order the special investigation, provided that together they hold at least one of the following participations:

1.

 in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes;

2.

 in the case of companies whose shares are not listed on a stock exchange: 10 per cent of the share capital or of the votes.

2 The request to order a special investigation may extend to all issues that were the subject of the request for information or to inspect or that were addressed in the debate on the motion to conduct a special investigation at the general meeting, provided their answering is required in order for shareholders to exercise their rights.

3 The court shall order the special investigation if the applicants make a _prima facie_ case that the founder members or corporate bodies have violated the law or the articles of associationand the violation is likely to harm the company or the shareholders.

[506](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24962) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
3. Procedure before the court

Art. 697e507

1 The court shall decide after hearing the company and the shareholder who tabled the motion for a special investigation at the general meeting.

2 If the court agrees to the request, it shall appoint the independent experts to conduct the special investigation and shall outline the subject matter of the investigation.

[507](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25025) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
4. Conduct of the special investigation

Art. 697f 508

1 The special investigation shall be conducted within a reasonable period of time and without unnecessary disruption of business operations.

2 Founding members, corporate bodies, agents, employees, administrators and liquidators must provide the experts with information about any matters of significance. In cases of doubt, the court decides.

3 The experts shall hear the company on the results of the special investigation.

4 They are required to preserve confidentiality.

[508](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25070) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
5. Report

Art. 697g509

1 The experts shall report in writing and in detail about the result of their investigation. If the special investigation was ordered by the court, the experts shall submit their report to the court.

2 The court shall make the report available to the company and shall at its request decide whether any passages in the report violate the company’s trade secrets or other interests warranting protection and therefore may not be presented to the applicants.

3 It shall give the board of directors and the applicants the opportunity to respond to the content of the report, adapted as necessary, and to ask supplementary questions.

[509](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25121) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
6. Procedure and publication

Art. 697h510

1 The board of directors shall make the experts’ report, the board’s response and that of the applicants available to the next general meeting.

2 Any shareholder may at the company’s expense request a copy of the report and the responses to it from the company for one year following the general meeting.

[510](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25169) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
7. Costs of the special investigation

Art. 697hbis 511

1 The company shall bear the costs of the special investigation. It shall also make any advance payments of costs due.

2 Where justified by special circumstances, the court may order the applicants to bear some or all of the costs. 

[511](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25215) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
V. Right to instigate a special investigation
7. Costs of the special investigation

Art. 697i512

[512](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25249) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
K. Obligation of shareholder to give notice
I. Notice of beneficial owner of shares

Art. 697j513

1 Any person who alone or by agreement with third parties acquires shares in a company whose participation rights are not listed on a stock exchange, and thus reaches or exceeds the threshold of 25 per cent of the share capital or right to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner).

2 If the shareholder is a legal entity or partnership, each natural person that controls the shareholder in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the shareholder must give notice of this to the company.

3 If the shareholder is a company whose participation rights are listed on a stock exchange, if the shareholder is controlled by such a company in accordance with Article 963 paragraph 2, or if the shareholder controls such a company in this sense, it must only give notice of this fact and provide details of the company’s name and registered office.

4 The shareholder must give notice to the company within three months of any change to the first name or surname or to the address of the beneficial owner.

5 The obligation to give notice does not apply if the shares are organised as intermediated securities and deposited with a custodian in Switzerland or entered in the main register. The company shall designate the custodian.

[513](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25285) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
K. Obligation of shareholder to give notice
I. Notice of beneficial owner of shares

Art. 697k514

[514](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25331) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Repealed by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, with effect from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
K. Obligation of shareholder to give notice
II. Register of beneficial owners

Art. 697l515

1 The company shall keep a register of the beneficial owners that have been notified to the company.

2 This register shall contain the first name and surname and the address of the beneficial owners.

3 The documents on which notice under Article 697_j_ are based must be retained for ten years following the person’s deletion from the register.

4 The register must be kept in such a way that it can be accessed in Switzerland at any time.

[515](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25364) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
K. Obligation of shareholder to give notice
III. Failure to comply with obligations to give notice516

Art. 697m517

1 For as long as the shareholder fails to comply with their obligations to give notice, the membership rights conferred by the shares in respect of which notice of acquisition must be given shall be suspended.

2 The shareholder may only exercise the property rights conferred by the shares if they have complied with their obligations to give notice.

3 If the shareholder fails to comply with their obligations to give notice within one month of acquiring the shares, the property rights lapse. If they give notice at a later date, they may exercise the property rights arising from that date.

4 The board of directors shall ensure that no shareholders exercise their rights while in breach of their obligations to give notice.

[517](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25427) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).