brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Seven: Involvement of Public Sector Corporations

Art. 762

1 Where public sector corporations such as the Confederation, or a canton, district or commune have a public interest in a company limited by shares, the articles of association of the company may grant that corporation the right to appoint representatives to the board of directors or the external auditors, even if it is not a shareholder.[649](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30226) 

2 In such companies and in public-private enterprises in which a public sector corporation participates as a shareholder, only the public sector corporation has the right to dismiss the representatives it appointed to the board of directors and the external auditors.[650](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30244) 

3 The members of the board of directors and external auditors appointed by a public sector corporation have the same rights and duties as those elected by the general meeting.[651](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30262) 

4 The public sector corporation is liable to the company, shareholders and creditors for the actions of the members of the board of directors and external auditors it appoints, subject to rights of recourse under federal and cantonal law.

5 The right of public sector corporations to appoint or remove representatives on the board of directors also applies to companies whose shares are listed on a stock exchange.[652](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30283) 

[649](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30226) 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)).

[650](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30244) Term in accordance with No II 2 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)). This amendment has been taken into account throughout the Code.

[651](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30262) 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)).

[652](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30283) 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 Eight: Exclusion of Application of the Code to Public-Sector Entities

Art. 763

1 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation and partly administered by the public authorities, such as banks, insurance or electricity companies, even if their capital is entirely or partly divided into shares and was raised with the help of private individuals, providing the canton assumes secondary liability for the obligations of such companies and entities.

2 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation prior to 1 January 1883 and partly administered by the public authorities even if the canton does not assume secondary liability for their obligations.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
A. Definition

Art. 764

1 A partnership limited by shares is a partnership whose capital is divided into shares and in which one or more partners have unlimited joint and several liability to its creditors in the same manner as partners in a general partnership.

2 Unless otherwise provided, the provisions governing companies limited by shares apply to partnerships limited by shares.

3 Where the capital of a partnership limited by shares is not divided into shares but into portions which merely define the degree of participation of two or more limited partners, the provisions governing limited partnerships apply.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
B. Directors
I. Designation and powers

Art. 765

1 The partners with unlimited liability constitute the directors of the partnership limited by shares. They are responsible for business management and representation. They must be named in the articles of association.

2 …[653](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30355) 

3 Any changes to the body of partners with unlimited liability require the consent of the existing partners and the amendment of the articles of association.

[653](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30355) 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-Seven: The Partnership limited by Shares
B. Directors
II. Approval of resolutions of the general meeting

Art. 766

Resolutions of the general meeting concerning modification of the partnership’s purpose, extension or curtailment of its areas of business and continuation of the partnership beyond the duration specified in the articles of association require the consent of the directors.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
B. Directors
III. Withdrawal of authority to manage business and represent the partnership

Art. 767

1 Authority to manage business and represent the partnership may be withdrawn from directors on the same conditions as apply to general partnerships.

2 If removed, a director no longer has unlimited liability for the future obligations of the partnership.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
C. Supervisory board
I. Appointment and powers

Art. 768

1 Responsibility for monitoring and continuous supervision of the management of the partnership’s business is allocated to a supervisory board, to which the articles of association may allocate further responsibilities.

2 The partnership’s directors have no right to vote on the appointment of the supervisory board.

3 The particulars of the members of the supervisory board must be entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
C. Supervisory board
II. Liability action

Art. 769

1 On behalf of the partnership, the supervisory board may hold the directors to account and take action against them before the courts.

2 In the event of malicious conduct by the directors, the supervisory board is entitled to take legal action against them even if this is contradictory to a resolution of the general meeting.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
D. Dissolution

Art. 770

1 The partnership is terminated by the departure, death, incapacity or bankruptcy of all the partners with unlimited liability.

2 In other respects, dissolution of the partnership limited by shares is governed by the same provisions as apply to the dissolution of companies limited by shares; however, it may be dissolved by resolution of the general meeting before the date set in the articles of association only with the consent of the directors.

3 …[654](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30447) 

[654](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30447) Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Seven: The Partnership limited by Shares
E. Resignation

Art. 771

1 A partner with unlimited liability has the same right to resign as a partner in a general partnership.

2 Where one of two or more partners with unlimited liability exercises his right to resign, unless the articles of association provide otherwise the partnership is continued by the others.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
A. Definition

Art. 772

1 A limited liability company is a company with separate legal personality in which one or more persons or commercial enterprises participate. Its nominal capital is specified in the articles of association. It is liable for its obligations to the extent of the company assets.

2 Each company member participates in the nominal capital by making at least one capital contribution. The articles of association may stipulate obligations to make additional financial and material contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
B. Nominal capital

Art. 773656

1 The nominal capital shall amount to at least 20,000 francs.

2 A nominal capital in the foreign currency required for business operations is also permitted. The provisions of the law on companies limited by shares on share capital in a foreign currency apply _mutatis mutandis_.

  
[656](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30524) 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 One: General Provisions
C. Capital contributions

Art. 774

1 The capital contributions shall have a nominal value that is greater than zero.[657](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30570) 

2 Capital contributions must be paid up to at least their nominal value.

[657](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30570) 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 One: General Provisions
D. Dividend rights certificates

Art. 774a

The articles of association may provide for the creation of profit-sharing certificates; the corresponding provisions for companies limited by shares apply.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
E. …

Art. 775658

[658](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30608) 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 One: General Provisions
F. Articles of association
I. Content prescribed by law

Art. 776

The articles of association must contain provisions on:

1.

the business name and seat of the company;

2.

the objects of the company;

3.

 the amount of nominal capital and of the number and nominal value of the capital contributions;

 4.[659](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30654) 

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

[659](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30654) 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 One: General Provisions
F. Articles of association
II. ...

Art. 776a660

[660](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30682) 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 One: General Provisions
G. Foundation
I. deed of incorporation

Art. 777

1 The company is founded when the founder members declare in public deed that they are founding a limited liability company, lay down the articles of association and appoint the corporate bodies.

2 In the deed of incorporation, the founder members shall subscribe for the capital contributions and state that:

1.

 all capital contributions are validly subscribed for;

2.

 the capital contributions correspond to their total issue price;

 3.[661](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30729) 

 the statutory requirements and requirements of the articles of association for the payment of the capital contributions are met at the time of signature of the deed of incorporation;

4.

 they accept the obligations in terms of the articles of association to make additional financial or material contributions;

 5.[662](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30757) 

 there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.

[661](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30729) 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)).

[662](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30757) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law) ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/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
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
G. Foundation
II. Subscription for capital contributions

Art. 777a

1 In order to be valid, the subscription deed for the capital contributions must indicate the number, nominal value and issue price as well as the class of capital contribution if applicable.

2 In the subscription deed, reference must be made to the provisions of the articles of association on:

1.

 obligations to make additional financial contributions;

2.

 obligations to make further material contributions;

3.

 prohibition of competition clauses applicable to company members;

4.

 first option, pre-emption and purchase rights of company members or the company;

5.

contractual penalties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
G. Foundation
III. Documents

Art. 777b

1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him and the founder members.

2 The following documents must be appended to the deed of incorporation:

1.

the articles of association;

2.

the incorporation report;

3.

the audit confirmation;

4.

 confirmation that the capital contributions have been deposited in cash;

5.

the agreements on contributions-in-kind;

 6.[663](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30853) 

…

[663](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30853) 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 One: General Provisions
G. Foundation
IV. Capital contributions

Art. 777c

1 On foundation, a cash deposit corresponding to the full issue price must be made for each capital contribution.

2 In addition, the provisions on companies limited by shares apply to:

 1.[664](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30893) 

 the specification of contributions in kind, instances of offsetting and the special privileges in the articles of association;

 2.[665](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30918) 

…

3.

 the payment and audit of capital contributions.

[664](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30893) 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)).

[665](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30918) 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 One: General Provisions
H. Entry in the commercial register
I. Company

Art. 778

The company must be entered in the commercial register at the place where it has its seat.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
H. Entry in the commercial register
II. ...

Art. 778a666

[666](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30960) 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-Eight:655 The Limited Liability Company
Section One: General Provisions
J. Acquisition of legal personality
I. Time; Failure to meet requirements

Art. 779

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

2 It shall also acquire legal personality even if the requirements for registration are not in fact fulfilled.

3 Where the requirements of the law or the articles of association are not fulfilled on foundation and if the interests of creditors or company members are substantially jeopardised or harmed thereby, the court may order the dissolution of the company at the request of a creditor or member.

4 The right to take legal action shall lapse three months after notice is published of the foundation of the company in the Swiss Official Gazette of Commerce.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
J. Acquisition of legal personality
II. Obligations entered into before registration

Art. 779a

1 Persons who act on behalf of the company before it is entered in the commercial register are personally and jointly and severally liable for their acts.

2 Where the company accepts obligations within three months of its registration that were expressly entered into in its name, the persons so acting are relieved of liability and only the company is liable.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
K. Amendment of the articles of association

Art. 780667

The resolution of the members’ general meeting or the managing directors on an amendment to the articles of association must be done as a public deed and entered in the commercial register.

[667](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31017) 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 One: General Provisions
L. Increase in the nominal capital

Art. 781

1 The members’ general meeting may resolve to increase the nominal capital.

2 The implementation of the resolution is the responsibility of the managing directors.

3 Subscription and the capital contributions are governed by the regulations on the foundation of the company. The reference to rights and obligations under the articles of association is not required if the subscriber is already a member. The relevant regulations on increasing the capital of a company limited by shares also apply to the subscription form. A public invitation to subscribe to the capital contributions is not permitted.[668](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31058) 

4 An application to register the increase in the nominal capital must be filed with the commercial register office within six months of the resolution of the members’ general meeting, otherwise the resolution becomes invalid.[669](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31076) 

5 In addition, the corresponding provisions on an ordinary increase in capital for a company limited by shares apply to:

1.

 the form and content of the resolution of the members' general meeting;

2.

the subscription rights of company members;

3.

 an increase in the company capital from equity capital;

4.

 the report on the increase in capital and the audit confirmation;

5.

 the amendment of the articles of association and the declarations made by the managing directors;

6.

 the registration of the increase in nominal capital in the commercial register and the nullity of official documents issued previously.

[668](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31058) 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)).

[669](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31076) 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)).