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
H. Restricted transferability
II. Restrictions under the articles of association
3. Listed registered shares
c. Transfer of rights

Art. 685f 472

1 Where listed registered shares are acquired on a stock exchange, the attendant rights pass to the acquirer on transfer. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company.

2 Until such recognition of the acquirer by the company, he may not exercise the right to vote conferred by the shares or any other rights associated with that right to vote. The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights.

3 Acquirers not yet recognised by the company are entered as shareholders without the right to vote in the share register once the rights have been transferred. The corresponding shares are deemed to be unrepresented at the general meeting.

4 Where the company’s refusal is unlawful, the company must recognise the acquirer’s right to vote and the rights associated therewith from the date of the court judgment and pay the acquirer damages unless it can show that it was not at fault.

[472](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23809) Inserted 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
H. Restricted transferability
II. Restrictions under the articles of association
3. Listed registered shares
d. Time limit for refusal

Art. 685g473

Where the company fails to refuse the request for recognition within 20 days, the shareholder is deemed to have been recognised.

[473](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23844) Inserted 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
H. Restricted transferability
II. Restrictions under the articles of association
4. Share register
a. Entry

Art. 686474

1 The company keeps a share register of registered shares in which the names and addresses of the owners and usufructuaries are recorded. It must be kept in such a manner that it can be accessed at any time in Switzerland.[475](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23890) 

2 Entry in the share register requires documentary proof that the share was acquired for ownership or of the reasons for the usufruct thereof.

2bis Companies whose shares are listed on a stock exchange shall ensure that the owners or usufructuaries may apply for entry in the share register electronically.[476](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23913) 

3 The company must certify such entry on the share certificate.

4 In relation to the company the shareholder or usufructuary is the person entered in the share register.

5 The documents on which an entry is based must be retained for ten years following the deletion of the owner or usufructuary from the share register.[477](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23942) 

[474](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23870) 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)).

[475](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23890) Second sentence 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)).

[476](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23913) 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)).

[477](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23942) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
4. Share register
b. Deletion

Art. 686a478

After hearing the parties involved the company may delete entries in the share register that resulted from false information supplied by the acquirer. The latter must be informed of the deletion immediately.

[478](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23963) Inserted 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
H. Restricted transferability
II. Restrictions under the articles of association
5. Registered shares not fully paid in 479

Art. 687

1 The acquirer of a registered share that is not fully paid up has an obligation to the company to pay up the remainder as soon as he is entered in the share register.

2 Where the person who subscribed for the share alienates it, he may be sued for the amount not paid up if the company becomes insolvent within two years of its entry in the commercial register and his legal successor has forfeited his rights arising from the share.

3 Where the seller is not the person who subscribed for the share, he is released from the duty to pay up as soon as the acquirer is entered in the share register.

4 Until such time as registered shares are fully paid up, the amount of the nominal value paid up must be entered on each share certificate.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
III. Interim certificates

Art. 688

1 Interim certificates made out to the bearer may be issued only for bearer shares whose the nominal value is fully paid up. Interim certificates made out to the bearer issued before the full nominal value is paid up are void. Claims for damages are reserved.

2 Where interim certificates made out to the named holder are issued for bearer shares, they may be transferred only in accordance with the provisions governing assignment of claims, although their transfer does not take effect as against the company until it receives notice thereof.

3 Interim certificates for registered shares must be made out to a named holder. The transfer of such interim certificates is subject to the provisions governing the transfer of registered shares.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
I. Teilnahme an the general meeting
1. General principle

Art. 689480

1 The shareholder exercises his rights in the company’s affairs, such as the appointment of the corporate bodies, approval of the annual report and resolutions concerning allocation of the profit, at the general meeting.

2 ...[481](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24068) 

[480](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24045) 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)).

[481](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24068) 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
I. Teilnahme an the general meeting
2. Entitlement against the company

Art. 689a482

1 The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder.

2 The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them.Persons attending the general meeting must provide their name and address in order to exercise their right to vote.[483](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24120) 

3 A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing.[484](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24143) 

4 The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise.[485](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24166) 

[482](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24094) Inserted 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)).

[483](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24120) 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)).

[484](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24143) 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)).

[485](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24166) 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
I. Teilnahme an the general meeting
3. Representation of shareholders
a. In general

Art. 689b486

1 Shareholders may have their participation rights, in particular their right to vote, exercised by a representative of their choice.

2 The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange. 

3 If the company appoints an independent voting representative or a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions.

4 The independence of the independent voting representative must not be compromised, whether in fact or in appearance. The rules on the independence of the external auditor in the case of the ordinary audit (Art. 728 para. 2–6) apply_mutatis mutandis_.

5 Natural persons, legal entities or partnerships may be appointed as independent voting representatives.

[486](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24194) 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
I. Teilnahme an the general meeting
3. Representation of shareholders
b. Independent voting representative in companies whose shares are listed on a stock exchange

Art. 689c487

1 In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible.

2 The general meeting may remove the independent voting representative at the end of the general meeting.

3 If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency.

4 The board of directors shall ensure that the shareholders are able in particular to:

1.

 issue the independent voting representative with instructions on any motion relating to items on the agenda tabled in the notice convening the meeting;

2.

 issue the independent voting representative with general instructions on unannounced motions relating to items on the agenda and on new items on the agenda in accordance with Article 704_b_.

5 The independent voting representative shall treat the instructions from individual shareholders as confidential until the general meeting. They may provide the company with general information on the instructions received. They shall not provide the information earlier than three working days before the general meeting and must declare to the general meeting what information they have provided to the company.

6 Authorisation for representation and instructions may only be issued for the forthcoming general meeting. They may also be issued electronically.

[487](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24258) 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
I. Teilnahme an the general meeting
3. Representation of shareholders
c. Independent voting representative and delegation of the voting right of corporate bodies in companies whose shares are not listed on a stock exchange

Art. 689d488

1 The articles of association of companies whose shares are not listed on a stock exchange may provide that a shareholder may only be represented by another shareholder at the general meeting.

2 If the articles of association contain a provision to this effect, the board of directors must at the request of a shareholder designate an independent voting representative or a voting representative for a corporate body who may be instructed to exercise the participation rights. 

3 The board of directors must in this case inform the shareholders at the latest ten days before the general meeting whom they may instruct as their representative. If the board of directors fails to comply with this duty, a shareholder may be represented by any third party.The articles of association shall regulate the details for designating the representative. 

4 Article 689_c_ paragraph 4 applies to the delegation of voting rights both to an independent voting representative and to a voting representative for corporate bodies. 

[488](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24325) 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
I. Teilnahme an the general meeting
3. Representation of shareholders
d. Delegation of voting rights to custodian banks in companies whose shares are not listed on a stock exchange

Art. 689e489

1 In the case of a company whose shares are not listed on a stock exchange, any person who wishes to exercise the right to vote attached to shares deposited with them shall ask the depositors for voting instructions prior to every general meeting.

2 Where the depositors’ instructions cannot be obtained in good time, the custodian exercises their right to vote in accordance with their general instructions; if they do not have any instructions, they shall abstain.

3 Institutions subject to the Federal Act of 8 November 1934[490](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24437) on Banks and Savings Banks and financial institutions in accordance with the Financial Institutions Act of 15 June 2018[491](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24446) are deemed to be custodians acting as representatives.

[489](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24392) 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)).

[490](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24437) [SR **952.0**](eli/cc/51/117%5F121%5F129/en) 

[491](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24446) [SR **954.1**](eli/cc/2018/801/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
I. Teilnahme an the general meeting
3. Representation of shareholders
e. Disclosure

Art. 689f 492

1 Independent voting representatives, voting representatives for a corporate body and custodians acting as voting representatives shall inform the company of the number, type, nominal value and class of the shares they represent. If they fail to do this, the resolutions of the general meeting become subject to challenge on the same conditions as apply to unauthorised participation in the general meeting (Art. 691). 

2 The chair shall give the general meeting aggregated information for each form of representation. If the chair fails to do so even though a shareholder has requested it, any shareholder may challenge the resolutions of the general meeting by bringing an action against the company.

[492](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24461) 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
I. Teilnahme an the general meeting
4. Multiple beneficiaries493

Art. 690

1 Where a share is owned collectively, the beneficiaries of the rights it confers may exercise such rights only through a joint representative.

2 In the case of the usufruct of a share, such rights are represented by the usufructuary; the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising them.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Personal membership rights
II. Unauthorised participation

Art. 691

1 The lending of shares for the purpose of exercising the right to vote at a general meeting is forbidden if the intention in so doing is to circumvent a restriction on the right to vote.

2bis Members of the board of directors and the executive boardare entitled to participate in the general meeting.[494](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24544) 

2 Every shareholder is entitled to object to the board of directors or in the minutes of the general meeting against the participation of unauthorised persons.

3 Where persons who are not authorised to participate in the general meeting participate in a decision on a resolution, any shareholder may challenge that resolution even if they have not raised an objection, unless the company can prove that their involvement exerted no influence on the decision made.

[494](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24544) 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
III. Voting rights at general meetings of shareholders
1. General principle

Art. 692

1 The shareholders shall exercise their right to vote at general meetings of shareholders in proportion to the total nominal value of the shares belonging to them.

2 Every shareholder has at least one vote, even if he holds only one share. However, the articles of association may impose restrictions on the number of votes cast by holders of multiple shares.

3 ...[495](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e24588) 

[495](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e24588) 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)).