brunnolou/swiss-code-of-obligations huggingface dataset:
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
A. Life annuity agreement
III. Rights of the annuitant
2. Assignment273

Art. 519

1 Unless otherwise agreed, the life annuitant may assign his rights.

2 ...[274](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16431) 

[274](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16431) Repealed by Annex No 6 to the FA of 16 Dec. 1994, with effect from 1 Jan. 1997 ([AS **1995** 1227](eli/oc/1995/1227%5F1227%5F1227/en);[BBl **1991** III 1](eli/fga/1991/3%5F1%5F1%5F1/en)).
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
A. Life annuity agreement
IV. Life annuities under the law governing insurance policies

Art. 520

The provisions of this Code governing life annuity agreements do not apply to life annuity agreements subject to the Federal Act of 2 April 1908[275](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16456) on Insurance Policies, with the exception of the provision governing withdrawal of annuity entitlements.

[275](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16456) [SR **221.229.1**](eli/cc/24/719%5F735%5F717/en)
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
I. Definition

Art. 521

1 A lifetime maintenance agreement is a contract in which the beneficiary undertakes to transfer an estate or individual assets to the settlor in return for an undertaking to provide maintenance and care for his lifetime.

2 If the settlor is appointed heir to the beneficiary, the entire relationship is subject to the provisions governing contracts of succession.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
II. Conclusion
1. Form

Art. 522

1 The lifetime maintenance agreement must be done in the same form as a contract of succession, even where it does not involve the designation of an heir.

2 However, where it is concluded with a licensed care home on conditions approved by the competent authority, written form is sufficient.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
II. Conclusion
2. Security

Art. 523

A beneficiary who transfers land to the other party retains a statutory lien on the property as security for his claims in the same manner as a seller.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
III. Content

Art. 524

1 The beneficiary becomes part of the settlor’s household and the settlor is obliged to provide him such benefits as he might reasonably expect to receive in the light of the value of the assets transferred and his previous standard of living.

2 The settlor is obliged to provide the beneficiary with appropriate accommodation and maintenance and, in the event of his illness, with the necessary care and medical treatment.

3 Subject to approval by the competent authority, care homes may adopt house rules whereby such benefits are incorporated as generally binding contractual terms.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
IV. Challenge and reduction

Art. 525

1 A lifetime maintenance agreement may be challenged by persons to whom the beneficiary has a legal duty of maintenance where conclusion of the agreement would deprive the beneficiary of the means of discharging such duty.

2 Instead of rescinding the agreement, the court may order the settlor to maintain such persons, with any such maintenance being brought into account against the benefits owed to the beneficiary under the lifetime maintenance agreement.

3 Actions in abatement by heirs and legal challenges by creditors are reserved.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
V. Termination
1. Notice

Art. 526

1 The lifetime maintenance agreement may be terminated by either party at any time subject to six months’ notice, where according to the agreement the performance of one party is substantially greater in value than that of the other and the party benefiting from such imbalance cannot show that the other intended it as a gift.

2 The decisive criterion here is the relation between the capital and the life annuity according to the principles applied by any reputable annuity institution.

3 Performance already rendered at the time of termination is returned after its capitalised value plus interest has been set off.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
V. Termination
2. Unilateral termination

Art. 527

1 Either party may unilaterally terminate the agreement where the relationship has become unconscionable as a result of breach of contractual obligations or where other good cause has rendered its continuation exceedingly difficult or impossible.

2 Where the agreement is terminated on such grounds, the party at fault must pay adequate compensation to the innocent party in addition to returning the performance received.

3 Instead of rescinding the agreement, at the request of one party or of its own accord the court may dissolve the joint household and award a life annuity to the beneficiary by way of compensation.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
V. Termination
3. Termination on the death of the settlor

Art. 528

1 On the death of the settlor the beneficiary may within one year insist that the agreement be terminated.

2 In this event, he has a claim against the heirs equivalent to the claim he would have in the event of the settlor’s bankruptcy.
Division Two: Types of Contractual Relationship
Title Twenty-Two: Life Annuity and the Lifetime Maintenance Agreements
B. Lifetime maintenance agreement
VI. Non-transferable claim, asserting claim in the event of bankruptcy and seizure

Art. 529

1 The beneficiary’s claim is non-transferable.

2 In the event of the settlor’s bankruptcy, the beneficiary has a claim equivalent to the capital that would be required to acquire from a reputable annuity institution a life annuity equal in value to the benefits owed to him by the settlor.

3 In the case of debt enforcement by attachment, the beneficiary may participate in the attachment in respect of this claim without need to bring prior enforcement proceedings.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
A. Definition

Art. 530

1 A partnership is a contractual relationship in which two or more persons agree to combine their efforts or resources in order to achieve a common goal.

2 A simple partnership within the meaning of this Title is any partnership that does not fulfil the distinctive criteria of any of the other types of partnership codified herein.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
I. Contributions

Art. 531

1 Each partner must make a contribution, which may be money, objects, claims or labour.

2 Unless otherwise agreed, contributions must be equal and of the nature and size required to achieve the partnership’s purpose.

3 The bearing of risk by and warranty obligations of the partners are governed_mutatis mutandis_ by the rules on leases where a contribution involves the transfer by an individual partner of the use of an object, and by the rules governing contracts of sale where it involves transfer of title.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
II. Profit and loss
1. Profit sharing

Art. 532

Each partner is obliged to share with his fellow partners any profit which by nature belongs to the partnership.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
II. Profit and loss
2. Participation in profits and losses

Art. 533

1 Unless otherwise agreed, each partner has an equal share in profits and losses regardless of the nature and amount of his contribution.

2 Where only the partner’s share in the profits or his share in the losses is agreed, such agreement applies to both.

3 It is permitted to agree that a partner whose contribution to the common purpose consists of labour will participate in the profits but not in the losses.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
III. Partnership resolutions

Art. 534

1 Partnership resolutions are made with the consent of all partners.

2 Where the partnership agreement provides for resolutions to be passed by majority vote, it is defined as a numerical majority of the partners.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
IV. Management of partnership business

Art. 535

1 All partners have the right to manage the partnership unless the task is entrusted exclusively to one or more partners or to third parties by agreement or resolution.

2 Where all or several partners have the right to manage the partnership, each of them may act without the involvement of the others, although every other partner authorised to manage the partnership has the right to object to and thereby forestall any management action before it is carried out.

3 The unanimous consent of all the partners is required to appoint a general attorney or to carry out transactions which transcend the scope of ordinary business, unless there is risk in delay.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
V. Liability between partners
1. Prohibition of competition

Art. 536

No partner may carry out transactions for his own benefit which thwart or obstruct the purpose of the partnership.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
V. Liability between partners
2. Claims arising from partnership activities

Art. 537

1 Where one partner incurs expenses or contracts liabilities in connection with affairs conducted on behalf of the partnership or suffers losses as a direct consequence of his management activities or the intrinsically associated risks, the other partners share his liability.

2 A partner who makes cash advances on behalf of the partnership may claim interest as of the date on which they were made.

3 By contrast, he is not entitled to remuneration for his personal services.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
V. Liability between partners
3. Due diligence

Art. 538

1 Each partner must conduct partnership affairs with the diligence and care that he would normally devote to his own affairs.

2 He is liable to the other partners for any damage caused through his fault and may not set off against such damage the benefits obtained for the partnership in his other activities.

3 Managing partners who are remunerated for their management services are liable in accordance with the provisions governing mandates.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
VI. Withdrawal and restriction of management authority

Art. 539

1 The management authority granted to one of the partners under the partnership agreement may not be withdrawn or restricted by the other partners without good cause.

2 Where good cause exists, authority may be withdrawn by each of the other partners even where the partnership agreement provides otherwise.

3 In particular, good cause is deemed to exist where the managing partner is guilty of a serious breach of his duties or has become incapable of proper management of the partnership’s affairs.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
VII. Managing partners and other partners
1. In general

Art. 540

1 Unless this Title or the partnership agreement provides otherwise, the relationship between the managing partners and the other partners is subject to the provisions governing mandates.

2 Where a partner who lacks management authority conducts business on the partnership’s behalf or a managing partner exceeds his management authority, the provisions governing agency without authority apply.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
VII. Managing partners and other partners
2. Right to information on the affairs of the partnership

Art. 541

1 A partner who lacks management authority has the right to receive information on the status of the partnership’s affairs, to inspect its books and documents and to obtain a summary statement of its financial position for his personal information.

2 Any contrary agreement is void.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
B. Relationship between partners
VIII. Admission of new partners and sub-participation

Art. 542

1 No partner may admit a third party into the partnership without the consent of the other partners.

2 Where a partner unilaterally grants a third party a participation in his own share in the partnership or assigns his entire share to the third party, the latter does not become a partner and in particular does not acquire any right to information on partnership affairs.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
C. Relationship between partners and third parties
I. Representation

Art. 543

1 A partner who deals with a third party on behalf of the partnership but in his own name acquires rights and obligations as against that third party in a purely individual capacity.

2 Where a partner deals with a third party in the name of the partnership or all the partners, the other partners acquire rights and obligations as against that third party only to the extent envisaged by the provisions governing representation.

3 A partner is presumed empowered to represent the partnership or all the partners in dealings with third parties as soon as management authority is conferred on him.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
C. Relationship between partners and third parties
II. Effects of representation

Art. 544

1 Objects, rights in rem and claims transferred to or acquired for the partnership belong jointly to the partners as stipulated in the partnership agreement.

2 Unless otherwise provided in the partnership agreement, the creditors of a partner may claim only the share in the proceeds of liquidation of that partner by way of satisfaction.

3 Subject to contrary agreement, partners are jointly and severally liable for obligations to third parties contracted jointly or through representatives.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
I. Grounds for dissolution
1. In general

Art. 545

1 The partnership is dissolved:

1.

 where the purpose of the partnership has been achieved or become impossible to achieve;

2.

 on the death of one of the partners, unless it was previously agreed that the partnership would continue with his heirs;

 3.[276](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16849) 

 where the share in the proceeds of liquidation of a partner is subject to compulsory sale or one of the partners is declared bankrupt or made subject to a general deputyship;

4.

by unanimous decision of the partners;

5.

 on expiry of the period for which the partnership was established;

6.

 by notice of termination served by one of the partners, where such right was reserved in the partnership agreement or the partnership was established for an indefinite duration or for the lifetime of one of the partners;

7.

 by court[277](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e16879) judgment in cases of dissolution for good cause.

2 The dissolution of the partnership may be requested for good cause before the duration of the partnership agreement expires or, where it was established for an indefinite duration, with immediate effect.

[276](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16849) Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).

[277](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e16879) Amendment not relevant to the English text.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
I. Grounds for dissolution
2. Partnership of indefinite duration

Art. 546

1 Where the partnership was established for an indefinite duration or for the lifetime of one of the partners, each partner may terminate the partnership by giving six months’ notice.

2 Notice must be given in good faith and not at an inopportune juncture and, where an annual accounting period is envisaged, it must expire at the end of a financial year.

3 Where on expiry of the term for which it had been established the partnership is tacitly continued, it is deemed renewed for an indefinite duration.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
II. Effect of dissolution on business management

Art. 547

1 Where the partnership is dissolved for any reason other than notice of termination, a partner retains his authority to manage the partnership’s business until he learns of the dissolution or ought to have learned of it had he shown due diligence.

2 Where the partnership is dissolved on the death of a partner, the heir of the deceased must inform the other partners of his death without delay and continue in good faith to attend to the partnership affairs of the deceased until the requisite arrangements have been made.

3 The other partners must likewise continue to manage the partnership’s business in the interim.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
III. Liquidation
1. Treatment of contributions

Art. 548

1 Contributions to the partnership do not simply revert to those who made them in the liquidation that the partners must carry out after the partnership is dissolved.

2 However, each partner is entitled to the value for which his contribution was accepted.

3 Where no such value was determined, his claim is for the value of the contribution at the time it was made.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
III. Liquidation
2. Division of surplus and deficit

Art. 549

1 Where a surplus remains after satisfaction of partnership debts, reimbursement of the expenses incurred and advances made by each partner and return of the value of contributions, it is divided as profit among the partners.

2 Where, after satisfaction of debts and the reimbursement of expenses and advances, the partnership’s assets are not sufficient to cover the return of contributions, the shortfall is borne equally by the partners as a loss.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
III. Liquidation
3. Liquidation method

Art. 550

1 The liquidation following the dissolution of the partnership must be carried out jointly by all partners, including those without management authority.

2 However, where the partnership agreement related only to certain specific transactions to be carried out by one partner in his own name but on behalf of the partnership, that partner must carry out such transactions and give account of them to the other partners even after the partnership has been dissolved.
Division Two: Types of Contractual Relationship
Title Twenty-Three: The Simple Partnership
D. Dissolution
IV. Liability towards third parties

Art. 551

The dissolution of the partnership does not affect obligations entered into with third parties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
A. Commercial partnerships

Art. 552

1 A general partnership is a partnership in which two or more natural persons join together without limiting their liability towards creditors of the partnership in order to operate a trading, manufacturing or other form of commercial business under one business name.

2 The members of the partnership must have it entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
B. Non-commercial partnerships

Art. 553

Where a partnership does not operate a commercial business, it does not exist as a general partnership until it has itself entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
C. Entry in the commercial register
I. Place of registration

Art. 554279

The partnership must be registered in the commercial register for the place where its seat is located.

[279](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17033) 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-Four: The General Partnership
Section One: Definition and Formation
C. Entry in the commercial register
II. Representation

Art. 555

The only details concerning arrangements for representation that are admissible for entry in the commercial register are those which limit it to one partner or specified partners or which provide for representation of the partnership by one partner acting jointly with other partners or with persons vested with a registered power of attorney.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section One: Definition and Formation
C. Entry in the commercial register
III. Formal requirements

Art. 556

1 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures.

2 Partners who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Two: Relationship between Partners
A. Freedom of contract, reference to simple partnership

Art. 557

1 The relationship between the partners is primarily determined by the partnership agreement.

2 Unless otherwise agreed, the provisions governing simple partnerships apply subject to the modifications set out in the following provisions.