brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section One: Definition and Formation
C. Entry in the commercial register
I. Place and contributions in kind288

Art. 596

1 The partnership must be registered in the commercial register for the place where its seat is located.[289](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17775) 

2 ...[290](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17799) 

3 Where the specific contributions of limited partners are made wholly or partly in kind, the contribution in kind must be expressly referred to as such and its precise value specified in the registration application and in the entry in the commercial register.

[289](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17775) 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)).

[290](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17799) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section One: Definition and Formation
C. Entry in the commercial register
II. Formal requirements

Art. 597

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 with unlimited liability 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-Five: The Limited Partnership
Section Two: Relationship between Partners
A. Freedom of contract, reference to general partnership

Art. 598

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

2 Unless otherwise agreed, the provisions governing general partnerships apply subject to the modifications set out in the following provisions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Two: Relationship between Partners
B. Management of business

Art. 599

The partnership’s affairs are managed by the partner or partners with unlimited liability.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Two: Relationship between Partners
C. Position of limited partners

Art. 600

1 A limited partner is by definition neither entitled nor obliged to manage the affairs of the partnership.

2 Nor is he entitled to object to actions taken by managing partners, providing these fall within the scope of the ordinary business activities of the partnership.

3 He has the right to request a copy of the profit and loss account and the balance sheet and to verify their accuracy by inspecting the partnership’s ledgers and other documents or have them verified by an impartial expert; in the event of dispute, the expert is appointed by the court.[291](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17877) 

[291](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17877) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Two: Relationship between Partners
D. Share in profit and loss

Art. 601

1 A limited partner’s participation in any loss is limited to the amount of his specific contribution.

2 In the absence of agreement on the limited partners’ share in profits and losses, it is determined by the court at its discretion.

3 Where the limited partner’s specific contribution is not fully paid up or has been subsequently reduced, he may receive the interest, profit and fees due to him only when his contribution has been fully paid in or reconstituted.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
A. In general

Art. 602

The partnership may acquire rights, assume obligations, and sue and be sued in its own name.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation

Art. 603

The partnership is represented by its general partner or partners in accordance with the rules governing general partnerships.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
C. Liability of general partners

Art. 604

A partner with unlimited liability may be sued for a partnership debt only if the partnership has been dissolved or debt enforcement proceedings have been brought against it without success.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
I. Acting for the partnership

Art. 605

A limited partner conducting business on behalf of the partnership without stating expressly that he is acting as its registered attorney or commercial agent is liable to bona fide third parties for obligations resulting from such business as if he were a general partner.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
II. Lack of registration

Art. 606

Where the partnership has engaged in business prior to being entered in the commercial register, a limited partner is liable to bona fide third parties for obligations resulting from such business as if he were a general partner unless he can prove that the third parties were aware of the limits to his liability.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
III. ...

Art. 607292

[292](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17965) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
IV. Scope of liability

Art. 608

1 A limited partner is liable to third parties in the amount of his specific contribution as entered in the commercial register.

2 Where he has stated a higher amount to third parties or the partnership has done so with his knowledge, he is liable up to such higher amount.

3 Creditors are at liberty to show that the value ascribed to contributions in kind did not correspond to their real value at the time they were made.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
V. Reduction of limited partner’s specific contribution

Art. 609

1 Where by agreement with the other partners or by means of withdrawals a limited partner has reduced his specific contribution as entered in the commercial register or otherwise announced, such modification has no effect as against third parties until it has been entered in the commercial register and published.

2 For obligations contracted prior to such publication, the limited partner remains liable in the unmodified amount.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
VI. Creditors’ right of action

Art. 610

1 For the duration of the partnership, its creditors have no right of action against a limited partner.

2 If the partnership is dissolved, the creditors, liquidators and insolvency administrators may request that the limited partner’s specific contribution be allocated to the liquidation or insolvency assets to the extent that it has not been paid in or has been repaid to the limited partner.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
VII. Entitlement to interest and profit

Art. 611

1 Limited partners are entitled to interest and profit only where and to the extent that payment thereof does not result in a reduction of their specific contribution.

2 However, limited partners are required to repay interest and profit unlawfully received. Article 64 applies.[293](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18038) 

[293](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18038) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Liability of limited partners
VIII. Joining limited partnerships

Art. 612

1 A person joining a general or limited partnership as a limited partner is liable with his specific contribution for all partnership liabilities including those that were contracted prior to his accession.

2 Any agreement to the contrary between the partners is void as against third parties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
E. Position of personal creditors

Art. 613

1 The personal creditors of a general partner or a limited partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims.

2 Enforcement proceedings brought by them are limited to the interest, profit and share in the proceeds of liquidation payable to their debtor and any fees due to him in his capacity as partner.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
F. Set off

Art. 614

1 Where a partnership creditor is simultaneously the personal debtor of a limited partner, the creditor has no right to set off the two debts against each other unless the limited partner has unlimited liability.

2 In other respects, set off is subject to the provisions governing general partnerships.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
G. Insolvency
I. In general

Art. 615

1 The insolvency of the partnership does not result in the bankruptcy of the partners.

2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
G. Insolvency
II. Insolvency of the partnership

Art. 616

1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners.

2 Limited partners have no claim as creditors in insolvency for their specific capital contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
G. Insolvency
III. Procedure against general partners

Art. 617

Where the partnership’s assets are insufficient to satisfy the partnership’s creditors, the latter are entitled to seek satisfaction for the entire remainder of their claims from the personal assets of each individual general partner in competition with that partner’s personal creditors.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Three: Relationship between the Partnership and Third Parties
G. Insolvency
IV. Bankruptcy of limited partners

Art. 618

In the event of the bankruptcy of a limited partner, neither the partnership’s creditors nor the partnership itself have preferential rights over his personal creditors.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section Four: Dissolution, Liquidation, Prescription

Art. 619

1 The provisions governing general partnerships also apply to the dissolution and liquidation of limited partnerships and to the prescriptive periods applicable to claims against the partners.

2 Where a limited partner is declared bankrupt or his share in the proceeds of liquidation is attached, the provisions governing partners in general partnerships apply _mutatis mutandis_. However, the partnership is not dissolved by the death of a limited partner or his being made subject to a general deputyship.[294](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18153) 

[294](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18153) Second sentence 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
A. Definition

Art. 620296

1 The company limited by shares is a company in which one or more persons or commercial enterprises participate. It is liable for its obligations to the extent of the company’s assets.

2 The shareholders are required only to fulfil the duties specified in the articles of association. 

3 A shareholder is any person who holds at least one share in the company.

[296](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18186) 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
B. Share capital

Art. 621297

1 The share capital amounts to at least 100,000 francs.

2 A share capital in the foreign currency required for business operations is also permitted. At the time of foundation, this must have a value equivalent to at least 100,000 francs. If the share capital is in a foreign currency, the accounts must be kept and financial reports must be filed in the same currency. The Federal Council shall specify which currencies are permitted.

3 The general meeting may resolve to change the currency of the share capital at the start of any financial year. In such an event, the board of directors shall amend the articles of association. It shall establish that the requirements of paragraph 2 have been met, and specify the exchange rate applied. The resolutions of the general meeting andof the board of directors must be done as a public deed.

[297](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18224) 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
C. Shares
II. Splitting and consolidating shares

Art. 623

1 By amending the articles of association, the general meeting may divide the shares into shares with a lower nominal value or consolidate them into shares with a higher nominal value, provided the share capital[306](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18444) remains the same.

2 The consolidation of shares that are not listed on a stock exchange requires the consent of all the shareholders concerned.[307](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18463) 

[306](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18444) Term in accordance with No II 1 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 made throughout the Code.

[307](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18463) 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
C. Shares
III. Issue price

Art. 624

1 The shares may be issued only at their nominal value or at a price that is higher. This does not apply to the issue of new shares to replace cancelled shares.

2–3 ...[308](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18496) 

[308](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18496) Repealed by No I of the FA of 4 Oct. 1991, with effect from 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
C. Shares
III. Issue price

Art. 625309

[309](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18514) 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
D. Content of the articles of association prescribed by law310

Art. 627 and 628317

[317](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18737) 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
E. Foundation
I. Deed of incorporation
1. Content318

Art. 629319

1 The company is founded when the founder members declare by public deed that they are forming a company limited by shares, lay down the articles of association therein and appoint the governing bodies.

2 In such deed of incorporation, the founder members shall subscribe for the shares and declare that:

1.

 all the shares are validly subscribed for; 

2.

 that the promised capital contributions correspond to the full issue price; 

3.

 the requirements for payment of capital contributions prescribed by law and the articles of association are met at the time that the deed of incorporation is signed;

4.

 there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents.[320](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18832) 

3 If the share capital is specified in a foreign currency or if contributions are made in a different currency from that of the share capital, the exchange rates applied must be indicated in the public deed.[321](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18857) 

[319](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18789) 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)).

[320](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18832) 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)).

[321](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18857) 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
E. Foundation
I. Deed of incorporation
2. Share subscription

Art. 630322

The share subscription is valid only where:

1.

 the number, nominal value, type, class and issue price of the shares are specified;

2.

 an unconditional commitment is given to pay up the capital corresponding to the issue price.  

[322](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18882) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
E. Foundation
II. Supporting documents

Art. 631323

1 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him or her 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.[324](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e18962) 

…

[323](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18915) 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)).

[324](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e18962) 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)).