brunnolou/swiss-code-of-obligations huggingface dataset:
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
C. Financial reporting
III. Recognised financial reporting principles

Art. 958c

1 The following principles in particular apply to financial reports:

1.

they must be clear and understandable;

2.

they must be complete;

3.

they must be reliable;

4.

 they must include the essential information;

5.

they must be prudent;

6.

 the same rules must be applied in presentation and valuation;

7.

 assets and liabilities and income and expenditure may not be offset against each other.

2 The sum entered for the individual items on the balance sheet and in the notes to the account must be proven by an inventory or by some other method.

3 Financial reports must be adapted to the special features of the undertaking and the sector while retaining the statutory minimum content.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
C. Financial reporting
IV. Presentation, currency and language

Art. 958d

1 The balance sheet and the profit and loss account may be presented in account or in report form. Items that have no or a negligible value need not be shown separately.

2 In the annual accounts, the corresponding values of the previous year must be shown alongside the figures for the relevant financial year.

3 Financial reports are presented in the national currency or in the currency required for business operations. If the national currency is not used, the values must also be shown in the national currency. The exchange rates applied must be published in the notes to the accounts and if applicable explained.

4 Financial reports are presented in one of the official Swiss languages or in English.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
D. Publication and inspection780

Art. 958e

1 Following their approval by the competent management body, the annual accounts and consolidated accounts together with the audit reports must either be published in the Swiss Official Gazette of Commerce or sent as an official copy to any person who requests the same within one year of their approval at his or her expense where the undertaking:

1.

has outstanding debentures; or

2.

has equity securities listed on a stock market.

2 Other undertakings must allow creditors who prove a legitimate interest to inspect the annual report and the audit reports. In the event of a dispute, the court decides.

3 If the undertaking exercises a waiver in accordance with Article 961_d_ paragraph 1, 962 paragraph 3 or 963_a_ paragraph 1 number 2, publication and inspection shall be governed by the rules for its own annual accounts.[781](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36763) 

[781](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36763) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
E. Keeping and retaining accounting records

Art. 958f

1 The accounting records and the accounting vouchers together with the annual report and the audit report must be retained for ten years. The retention period begins on expiry of the financial year.

2 The annual report and the audit report must be retained in a written form and signed.

3 The accounting records and the accounting vouchers may be retained on paper, electronically or in a comparable manner, provided that correspondence with the underlying business transactions and circumstances is guaranteed thereby and provided they can be made readable again at any time.

4 The Federal Council shall issue regulations on the accounting records that must be kept, the principles for keeping and retaining them and on the information carriers that may be used.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
A. Balance sheet
I. Purpose of the balance sheet, duty to prepare a balance sheet and balance sheet eligibility

Art. 959

1 The balance sheet shows the asset and financing position of the undertaking on the balance sheet date. It is structured into assets and liabilities.

2 Items must be entered on the balance sheet as assets if due to past events they may be disposed of, a cash inflow is probable and their value can be reliably estimated. Other assets may not be entered on the balance sheet.

3 Cash and cash equivalents and other assets that will probably become cash or cash equivalents assets or otherwise be realised within one year of the balance sheet date or within the normal operating cycle must be entered on the balance sheet as current assets. All other assets are entered on the balance sheet as capital assets.

4 Borrowed capital and shareholders’ equity must be entered on the balance sheet as liabilities.

5 Liabilities must be entered on the balance sheet as borrowed capital if they have been caused by past events, a cash outflow is probable and their value can be reliably estimated.

6 Liabilities must be entered on the balance sheet as current liabilities if they are expected to fall due for payment within one year of the balance sheet date or within the normal operating cycle. All other liabilities must be entered on the balance sheet as long-term liabilities.

7 The shareholders’ equity must be shown and structured in the required legal form.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
B. Profit and loss account; minimum structure

Art. 959b

1 The profit and loss account shall present the earnings of the company over the financial year. It may be prepared according to the period-based accounting method or the cost of sales method.

2 If the period-based accounting method is used (nature of expense method), a minimum of the following items must be shown individually and in the specified order:

1.

net proceeds from sales of goods and services;

2.

 changes in inventories of unfinished and finished goods and in non-invoiced services;

3.

cost of materials;

4.

staff costs;

5.

other operational costs;

6.

 depreciation and valuation adjustments on fixed asset items;

7.

financial costs and financial income;

8.

 non-operational costs and non-operational income;

9.

 extraordinary, non-recurring or prior-period costs and income;

10.

direct taxes;

11.

annual profit or annual loss.

3 If the cost of sales method is used (activity-based costing method), a minimum of the following items must be shown individually and in the specified order:

1.

net proceeds from sales of goods and services;

2.

 acquisition or manufacturing costs of goods and services sold;

3.

administrative costs and distribution costs;

4.

financial costs and financial income;

5.

 non-operational costs and non-operational income;

6.

 extraordinary, non-recurring or prior-period costs and income;

7.

direct taxes;

8.

annual profit or annual loss.

4 If the cost of sales method is used, the notes to the accounts must also show the staff costs and, as a single item, depreciation and valuation adjustments to fixed asset items.

5 Other items must be shown individually in the profit and loss account or in the notes to the accounts to the extent that this is essential in order that third parties can assess the earning power or is customary as a result of the activity of the company.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
I. Principles

Art. 960

1 Assets and liabilities are normally valued individually, provided they are significant and not normally consolidated as a group for valuation purposes due to their similarity.

2 Valuation must be carried out prudently, but this must not prevent the reliable assessment of the economic position of the undertaking.

3 If there are specific indications that assets have been overvalued or that provisions are too low, the values must be reviewed and adjusted if necessary.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
II. Assets
1. In general

Art. 960a

1 When first recorded, assets must be valued no higher than their acquisition or manufacturing costs.

2 In any subsequent valuation, assets must not be valued higher than their acquisition or manufacturing costs. Provisions on individual types of assets are reserved.

3 Loss in value due to usage or age must be taken into account through depreciation, while other losses in value must be taken into account through valuation adjustments. Depreciation and valuation adjustments must be applied in accordance with generally recognised commercial principles. They must be deducted directly or indirectly from the relevant assets and charged to the profit and loss account and may not be shown under liabilities.

4 For replacement purposes and to ensure the long-term prosperity of the undertaking, additional depreciation and valuation adjustments may be made. For the same purposes, the cancellation of depreciation and valuation adjustments that are no longer justified may be dispensed with.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
II. Assets
2. Assets with observable market prices

Art. 960b

1 In the subsequent valuation, assets with a stock exchange price or another observable market price in an active market may be valued at that price as of the balance sheet date, even if this price exceeds the nominal value or the acquisition value. Any person who exercises this right must value all assets in corresponding positions on the balance sheet that have an observable market price at the market price as of the balance sheet date. In the notes to the accounts, reference must be made to this valuation. The total value of the corresponding assets must be disclosed separately for securities and other assets with observable market price.

2 If assets are valued at the stock exchange price or at the market price as of the balance sheet date, a value adjustment to be charged to the profit and loss account may be made in order to take account of fluctuations in the price development. Such valuation adjustments are not permitted, however, if they would result in both the acquisition value and the lower market value being undercut. The total amount of fluctuation reserves must be shown separately on the balance sheet or in the notes to the accounts.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
II. Assets
3. Inventories and non-invoiced services

Art. 960c

1 If the realisable value in the subsequent valuation of inventories and non-invoiced services taking account of expected costs is less than the acquisition or manufacturing costs on balance sheet date, this value must be entered.

2 Inventories comprise raw materials, work in progress, finished goods and resale merchandise.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
II. Assets
4. Capital assets

Art. 960d

1 Capital assets are assets that are acquired with the intention of using or holding them for the long-term.

2 Long-term means a period of more than twelve months.

3 Shareholdings are shares in the capital of another undertaking that are held for the long-term and confer a significant influence. This is presumed if the shares confer at least 20 per cent of the right to vote.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
D. Valuation
III. Liabilities

Art. 960e

1 Liabilities must be entered at their nominal value.

2 If past events lead to the expectation of a cash outflow in future financial years, the provisions probably required must be made and charged to the profit and loss account.

3 Provisions may also be made in particular for:

1.

 regularly incurred expenditures from guarantee commitments;

2.

renovations to tangible fixed assets;

3.

restructuring;

4.

 securing the long-term prosperity of the undertaking.

4 Provisions that are no longer required need not be cancelled.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Two: Annual Accounts and Interim Accounts782
E. Interim account

Art. 960f790

1 An interim account shall be prepared in accordance with the rules on annual accounts and shall comprise a balance sheet, a profit and loss account and the notes to the accounts. The rules for larger undertakings and groups are reserved.

2 Simplifications or abbreviations are permitted provided they do not adversely affect the presentation of the business performance. The account must as a minimum have the headings and subtotals contained in the most recent annual accounts. In addition, the notes to interim accounts shall contain the following information:

1.

the purpose of the interim account;

2.

 the simplifications and abbreviations, including any derogations from the principles applied in the most recent annual accounts;

3.

 other factors that have significantly influenced the economic situation of the undertaking during the reporting period, in particular comments on seasonal factors.

3 The interim account shall be designated as such. It must be signed by the chair of the highest management or administration body and the person responsible within the undertaking for the interim account.

[790](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37411) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Three: Financial Report for Larger Undertakings
A. Additional requirements for the annual report

Art. 961

Undertakings that are required by law to have an ordinary audit must:

1.

 provide additional information in the notes to the annual accounts;

2.

 prepare a cash flow statement as part of the annual accounts;

3.

draw up a management report.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Three: Financial Report for Larger Undertakings
B. Additional information in the notes to the annual accounts

Art. 961a

The notes to the annual accounts must also contain the following information:

1.

 long-term interest-bearing liabilities, arranged according to due date within one to five years or after five years;

2.

 on the fees paid to the external auditor, with separate items for audit services and other services.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Three: Financial Report for Larger Undertakings
C. Cash flow statement

Art. 961b

The cash flow statement presents separately changes in cash and cash equivalents from business operations, investment activities and financing activities.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Three: Financial Report for Larger Undertakings
D. Management report

Art. 961c

1 The management report presents the business performance and the economic position of the undertaking and, if applicable, of the corporate group at the end of the financial year from points of view not covered in the annual accounts.

2 The management report must in particular provide information on:

1.

 the number of full-time positions on annual average;

2.

the conduct of a risk assessment;

3.

orders and assignments;

4.

research and development activities;

5.

extraordinary events;

6.

future prospects.

3 The management report must not contradict the economic position presented in the annual accounts.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Three: Financial Report for Larger Undertakings
E. Simplifications791

Art. 961d

1 The additional information in the notes to the annual accounts, the cash flow statement and the management report may be dispensed with if:

1.

 the undertaking prepares an account or consolidated accounts in accordance with a recognised financial reporting standard; or

2.

 a legal entity that controls the undertaking prepares consolidated accounts in accordance with a recognised financial reporting standard.[792](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37576) 

2 The following persons may request financial reports in accordance with the regulations in this Section:

1.

 company members who represent at least 10 per cent of the basic capital;

2.

 10 per cent of cooperative members or 20 per cent of the members of an association;

3.

 any company member or any member subject to personal liability or a duty to pay in further capital.

[792](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37576) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Four: Financial Statements in accordance with Recognised Financial Reporting Standards
A. General

Art. 962

1 In addition to annual accounts under this Title, the following must prepare financial statements in accordance with a recognised financial reporting standard:

1.

 companies whose equity securities are listed on a stock market, if the stock market so requires;

2.

cooperatives with a minimum of 2000 members;

3.

 foundations that are required by law to have an ordinary audit.

2 The following may also request financial statements in accordance with a recognised standard:

1.

 company members who represent at least 20 per cent of the basic capital;

2.

 10 per cent of cooperative members or 20 per cent of the members of an association;

3.

 any company member or any member subject to personal liability or a duty to pay in further capital.

3 The duty to prepare financial statements in accordance with a recognised standard ceases to apply if consolidated accounts are prepared in accordance with a recognised standard.

4 The supreme management or administrative body is responsible for choosing the recognised standard, unless the Articles of Association, the by-laws or the foundation deed provide otherwise or the supreme management body fails to specify the recognised standard.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Four: Financial Statements in accordance with Recognised Financial Reporting Standards
B. Recognised financial reporting standards

Art. 962a

1 If financial statements are prepared in accordance with a recognised financial reporting standard, details of the standard must be given in the financial statements.

2 The chosen recognised standard must be applied in its entirely and for the financial statements as a whole.

3 Compliance with the recognised standard must be verified by a qualified audit specialist. An ordinary audit must be made of the financial statements.

4 Financial statements in accordance with a recognised standard must be submitted to the supreme management body when the annual accounts are submitted for approval, although they do not require approval.

5 The Federal Council shall specify the recognised standards. It may stipulate requirements that must be met when choosing a standard or when changing from one standard to another.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section Five: Consolidated Accounts
A. Duty to prepare

Art. 963

1 Where a legal entity that is required to file financial reports controls one or more undertakings that are required to file financial reports, the entity must prepare consolidated annual accounts (consolidated accounts) in the annual report for all the undertakings controlled.

2 A legal entity controls another undertaking if it:

1.

 directly or indirectly holds a majority of votes in the highest management body;

2.

 directly or indirectly has the right to appoint or remove a majority of the members of the supreme management or administrative body; or

3.

 it is able to exercise a controlling influence based on the articles of association, the foundation deed, a contract or comparable instruments.

3 A recognised standard under Article 963_b_ may define the group of undertakings.

4 Associations, foundations and cooperatives may delegate the duty to prepare consolidated accounts to a controlled undertaking provided the controlled undertaking concerned brings all the other undertakings together under a single management by holding a voting majority or in any other way and proves that it actually exercises control.