brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation
II. Follow-up resignations

Art. 822a

1 Where a company member files an action for leave to resign for good cause or a company member tenders his resignation based on a right of resignation under the articles of association, the managing directors must notify the other company members without delay.

2 If other company members within three months of receipt of such notice file an action for leave to resign for good cause or exercise a right of resignation under the articles of association, all departing company members must be treated equally in proportion to the nominal value of their capital contributions. Where additional financial contributions have been made, the value thereof must be added to the nominal value.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation
III. Exclusion

Art. 823

1 Where there is good cause, the company may apply to the court for the exclusion of a company member.

2 The articles of association may provide that the members’ general meeting company may exclude members from the company on specific grounds.

3 The regulations on follow-up resignations do not apply.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation
IV. Interim measures

Art. 824

In proceedings relating to the withdrawal of a company member, the court may at the request of a party order that individual or all membership rights and obligations the person concerned be suspended.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation
V. Financial settlement
1. Entitlement and amount

Art. 825

1 Where a company member leaves the company, he is entitled to a financial settlement that reflects the true value of his capital contributions.

2 Where the company member leaves by exercising a right of resignation under the articles of association, the articles of association may adopt different provisions on compensation.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
I. Resignation
V. Financial settlement
2. Payment

Art. 825a

1 The financial settlement becomes due for payment when the company members leaves, provided the company:

1.

has disposable equity capital;

2.

 is able to dispose of the capital contributions of the departing member;

3.

 is entitled to reduce its nominal capital in compliance with the relevant provisions.

2 A licensed audit expert must establish the extent of the disposable equity capital. If this is insufficient to pay the financial settlement, he must state his opinion on the extent to which the nominal capital could be reduced.

3 The former company member holds a non-interest-bearing subordinate ranking claim in respect of any portion of the financial settlement that is not paid out. This becomes due for payment to the extent that disposable equity capital is declared to be available in the annual report.

4 For as long as the financial settlement has not been paid in full, the former company member may request that the company appoint an external auditor and arrange for an ordinary audit of the annual accounts.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Four: Dissolution and Resignation
C. Liquidation

Art. 826

1 Each company member shall have the right to a share of the proceeds of liquidation corresponding to fraction that nominal value of his capital contribution represents of the nominal capital. Where additional financial contributions have been made and not refunded, their value must be added to the capital contributions of the company member concerned and to the nominal capital. The articles of association may adopt an alternative provision.

2 The relevant provisions on companies limited by shares apply _mutatis mutandis_ to the dissolution of a company with liquidation.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Five: Liability

Art. 827

The relevant provisions on companies limited by shares apply to the liability of persons who are involved in the foundation, management, auditing or liquidation of a limited liability company.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
A. Cooperatives under the Code of Obligations

Art. 828

1 A cooperative is a corporate entity consisting of an unlimited number of persons or commercial enterprises which primarily aims to promote or safeguard the economic interests of the cooperative’s members by way of collective self-help or which is founded for charitable purposes.[696](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32868) 

2 Cooperatives with a predetermined nominal capital are not permitted.

[696](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32868) Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
B. Cooperatives under public law

Art. 829

Associations of persons under public law are governed by federal and cantonal public law even where formed to pursue cooperative purposes.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
I. Requirements
1. In general

Art. 830697

A cooperative shall be founded by the founders declaring in a public deed that they are founding a cooperative and specifying therein the articles of association and the governing bodies.

[697](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32904) 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-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
I. Requirements
2. Number of members

Art. 831

1 At least seven members must be involved in the foundation of a cooperative.

2 Where the number of members subsequently drops below the minimum number, the provisions of the law on companies limited by shares on defects in the organisation of a company apply _mutatis mutandis_.[698](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32943) 

[698](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32943) Amended 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), in force since 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
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
II. Articles of association
1. Content prescribed by law

Art. 832

The articles of association must contain provisions concerning:

 1.[699](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e32978) 

 the business name and seat of the cooperative;

2.

the objects of the cooperative;

 3\. and 4.[700](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33006) …

 5.[701](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33030) 

 the form of the cooperative’s communications with its members.

[699](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e32978) 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)).

[700](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33006) 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)).

[701](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33030) 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-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
II. Articles of association
2. Further provisions

Art. 833

In order to be binding, provisions on the following matters must be included in the articles of association:

1.

 creation of the cooperative’s nominal capital by means of cooperative shares (share certificates);

2.

 contributions in kind to the cooperative’s nominal capital, the nature and imputed value thereof and the requirements pertaining to the person of the contributor;

 3.[702](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33071) 

…

4.

 accession to the cooperative and loss of membership, where such rules differ from the statutory provisions;

 5.[703](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33099) 

 members’ personal liability and their liability to make additional contributions and an obligation for members to make cash or other contributions and the nature and amount thereof;

6.

 the organisation and representation of the cooperative, amendment of its articles of association and the adoption of resolutions by the general assembly, where such rules differ from the statutory provisions;

7.

 restrictions on or extensions of the exercise of members’ right to vote;

 8.[704](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33130) 

 the calculation and allocation of balance sheet profit and the liquidation surplus.

[702](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33071) 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)).

[703](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33099) 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)).

[704](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33130) 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-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
III. Constituent assembly

Art. 834

1 The articles of association shall be drawn up in writing and submitted to an assembly convened by the founder members for consultation and approval.

2 In addition, a written report by the founder members on any contributions in kind shall be made available to the assembly for consultation. The founder members must confirm that there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.[705](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33165) 

3 This assembly shall also appoint the necessary governing bodies.

4 Until the cooperative has been entered in the commercial register, the membership may be established only by signing the articles of association.

[705](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33165) 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-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
IV. Entry in the commercial register
1. Cooperative

Art. 835706

The cooperative shall be entered in the commercial register of the place at which it has its seat.

[706](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33198) Amended 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), in force since 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
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
IV. Entry in the commercial register
2. ...

Art. 836707

[707](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33227) Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
IV. Entry in the commercial register
3. Register of members

Art. 837708

1 The cooperative shall keep a register in which the first name and surname or the business name of the members and their addresses are recorded. It must keep the register in such a manner that it can be accessed at any time in Switzerland.

2 The documents on which an entry is based must be retained for ten years following the deletion of the member concerned from the register.

[708](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33249) Amended 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, 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
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
C. Foundation
V. Acquisition of legal personality

Art. 838

1 The cooperative shall acquire legal personality only through entry in the commercial register.

2 Persons acting in the name of the cooperative prior to entry in the commercial register are liable personally and jointly and severally for their actions.

3 Where such obligations were entered into expressly in the name of the cooperative to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are released and only the cooperative is liable.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section One: Definition and Foundation
D. Amendment of the articles of association

Art. 838a709

A resolution of the general assembly or the board on an amendment of the articles of association must be done as a public deed and entered in the commercial register.

[709](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33294) 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
Title Twenty-Nine: The Cooperative
Section Two: Acquisition of Membership
A. General principle

Art. 839

1 New members may be accepted into a cooperative at any time.

2 Providing the principle of unlimited membership is respected, the articles of association may lay down more detailed provisions governing accession; however, they must not impose excessive obstacles to accession.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Two: Acquisition of Membership
B. Declaration of accession

Art. 840

1 Accession requires a written declaration.

2 Where, in addition to being liable with its assets, a cooperative provides for personal liability or the liability to make additional contributions on the part of the individual members, the declaration of accession must state such obligations expressly.

3 The board shall decide on acceptance of new members, unless under the articles of association a mere declaration of accession is sufficient or a resolution of the general assembly is required.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Two: Acquisition of Membership
C. In connection with an insurance policy

Art. 841

1 Where membership of the cooperative is linked with taking out an insurance policy with the cooperative, membership shall be acquired on acceptance of the insurance application by the competent governing body.

2 Insurance policies concluded by a licensed insurance cooperative with its members are subject to the Federal Act of 2 April 1908[710](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33362) on Insurance Policies in the same manner as insurance policies concluded with third parties.

[710](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33362) [SR **221.229.1**](eli/cc/24/719%5F735%5F717/en)
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
A. Departure
I. Freedom to leave

Art. 842

1 Unless a resolution has been passed to dissolve the cooperative, any member is free to leave.

2 The articles of association may provide that a departing member is required to pay an appropriate severance penalty where in the circumstances the departure causes the cooperative significant losses or jeopardises its continued existence.

3 Any permanent ban on or excessive obstacle to departure imposed by the articles of association or by agreement shall be void.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
A. Departure
II. Restriction of departure

Art. 843

1 A member may be barred from leaving by the articles of association or by agreement for no more than five years.

2 Even during this period a member may leave for good cause. The obligation to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure is reserved.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
A. Departure
III. Notice and timing of departure

Art. 844

1 Members may leave only at the end of the financial year and on expiry of one year’s notice.

2 The articles of association may stipulate a shorter notice period and may permit departures in the course of the financial year.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
A. Departure
IV. Exercise in bankruptcy and attachment

Art. 845

Where the articles of association grant a departing member a share of the cooperative’s assets, a bankrupt member’s right to leave may be exercised by the bankruptcy administrators or, if the member’s share has been attached, by the debt collection office.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
B. Exclusion

Art. 846

1 The articles of association may stipulate the grounds on which a member may be excluded.

2 Moreover, a member may be excluded at any time for good cause.

3 Exclusions shall be decided by the general assembly. The articles of association may stipulate that the board is responsible, in which case the excluded member has a right of recourse to the general assembly. A member may appeal against exclusion to the courts within three months.

4 The excluded member may be required to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
C. Death of a member

Art. 847

1 Membership shall lapse on the death of the member.

2 However, the articles of association may stipulate that the member’s heirs automatically become members of the cooperative.

3 Further, the articles of association may stipulate that the heirs or one of two or more heirs must, on written request, be recognised as member in place of the deceased member.

4 The community of heirs must appoint a joint representative to act as a member of the cooperative.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
D. Lapse of office, employment or contract

Art. 848

Where membership of a cooperative is linked to the holding of an office or an employment relationship or is the result of a contractual relationship, as in the case of an insurance cooperative, unless the articles of association provide otherwise, membership lapses on termination of such office, employment or contract.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
E. Transfer of membership
I. In general

Art. 849

1 The assignment of shares in the cooperative and, where a certificate is issued as proof of membership or such share, the transfer of this certificate do not automatically make the acquirer a member. The acquirer becomes a member only after the existing members have passed a resolution of acceptance as required by law and the articles of association.

2 Until such time as the acquirer becomes a member, the alienator is entitled to exercise the personal membership rights.

3 Where membership of a cooperative is linked with a contract, the articles of association may stipulate that, if the contract is subsequently taken over, membership automatically passes to the legal successor.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
E. Transfer of membership
II. By transfer of land or commercial exploitation

Art. 850

1 The articles of association may make membership of a cooperative conditional on ownership or commercial exploitation of a property.

2 In such cases the articles of association may stipulate that, in the event that the property or commercial operations change hands, membership shall automatically pass to the acquirer.

3 A transfer of membership resulting from the alienation of property shall be valid as against third parties only if entered under priority notice in the land register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Three: Loss of Membership
F. Departure of the legal successor

Art. 851

In the case of transfer and inheritance of membership, the conditions for leaving the cooperative are the same for the legal successor as for the former member.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
A. Proof of membership

Art. 852

1 The articles of association may stipulate that a certificate be issued as proof of membership.

2 Such proof may also be provided as part of the member’s share certificate.