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 Five: Consolidated Accounts
B. Exemption from the duty to prepare accounts

Art. 963a

1 A legal entity is exempt from the duty to prepare consolidated accounts if it:

1.

 together with the controlled undertaking has not exceeded two of the following thresholds in two successive financial years:

a.

 a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs,

c.

250 full-time positions on annual average;

2.

 is controlled by an undertaking whose consolidated accounts have been prepared and audited in accordance with Swiss or equivalent foreign regulations; or

3.

 it has delegated the duty to prepare consolidated accounts to a controlled undertaking in accordance with Article 963 paragraph 4.

2 Consolidated accounts must nonetheless be prepared where:

1.

 this is necessary in order to make the most reliable assessment of the economic position;

 2.[793](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37747) 

 company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require;

3.

 a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or

4.

 the foundation supervisory authority so requires.

3 If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 1the exchange rate on the balance sheet date shall be applied for the balance sheet total and theannual average exchange rate for the sales revenue.[794](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37790) 

[793](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37747) 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)).

[794](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37790) 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 Five: Consolidated Accounts
C. Recognised financial reporting standards

Art. 963b

1 The consolidated accounts of the following undertakings must be prepared 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 Article 962_a_ paragraphs 1–3 and 5 apply _mutatis mutandis_.

3 The consolidated accounts of other undertakings are governed by recognised financial reporting principles. In the notes to the consolidated accounts, the undertaking shall specify the valuation principles. If it derogates from such rules, it shall give notice thereof in the notes to the accounts and provide the information required for assessing the asset, financing and earnings of the corporate group in a different form.

4 Consolidated accounts must nonetheless be prepared in accordance with a recognised financial reporting standard where:

1.

 company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require;

2.

 a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or

3.

 the foundation supervisory authority so requires.
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
C. Recognised financial reporting standards

Art. 964795

[795](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37857) Repealed by No I of the FA of 22 Dec. 1999, with effect from 1 June 2002 ([AS **2002** 949](eli/oc/2002/170/en);[BBl **1999** 5149](eli/fga/1999/1%5F5149%5F4753%5F4457/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 Six796: Transparency on Non-Financial Matters
A. Principle

Art. 964a

1 Undertakings shall prepare a report on non-financial matters each year if:

1.

 they are companies of public interest as defined in Article 2 letter c of the Auditor Oversight Act of 16 December 2005[797](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37912);

2.

 together with the Swiss or foreign undertakings that they control, they have at least 500 full-time equivalent positions on annual average in two successive financial years; and

3.

 together with the Swiss or foreign undertakings that they control, they exceed at least one of the following amounts in two successive financial years:

a.

a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs.

2 The foregoing requirement does not apply to undertakings that are controlled by another undertaking:

1.

to which paragraph 1 applies; or

2.

 that must prepare an equivalent report under foreign law.

[797](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37912) [SR **221.302**](eli/cc/2007/533/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 Six796: Transparency on Non-Financial Matters
B. Purpose and content of the report

Art. 964b

1 The report on non-financial matters shall cover environmental matters, in particular the CO2 goals, social issues, employee-related issues, respect for human rights and combating corruption. The report shall contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on these non-financial matters.

2 The report shall include in particular:

1.

a description of the business model;

2.

 a description of the policies adopted in relation to the matters referred to in paragraph 1, including the due diligence applied;

3.

 a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures;

4.

 a description of the main risks related to the matters referred to in paragraph 1 and how the undertaking is dealing with these risks; in particular it shall cover risks:

a.

 that arise from the undertaking's own business operations, and

b.

 provided this is relevant and proportionate, that arise from its business relationships, products or services;

5.

 the main performance indicators for the undertaking's activities in relation to the matters referred to in paragraph 1.

3 If the report is based on national, European or international regulations, such as the principles laid down by the Organisation for Economic Cooperation and Development (OECD) in particular, the regulations applied must be mentioned in the report. In applying such regulations, it must be ensured that all the requirements of this Article are met. If necessary, a supplementary report must be prepared.

4 If an undertaking has sole control or joint control with other company of one or more other Swiss or foreign undertakings, the report shall cover all these undertakings.

5 If the undertaking does not follow a policy with respect to one or more of the matters referred to in paragraph 1, it shall explain this clearly in the report, stating the reasons therefor.

6 The report shall be prepared in a national language 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 Six796: Transparency on Non-Financial Matters
C. Approval, publication, keeping and retaining

Art. 964c

1 The report on non-financial matters requires the approval and signature of the supreme management or governing body and the approval of the governing body responsible for approving the annual accounts.

2 The supreme management or governing body shall ensure that the report:

1.

 is published online immediately following approval;

2.

 remains publicly accessible for at least ten years.

3 Article 958_f_ applies by analogy to keeping and retaining the reports.
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 Seven:798 Transparency in Raw Material Companies
A. Principle

Art. 964d

1 Companies that are required by law to undergo an ordinary audit and which and which are either themselves or through a company that they control involved in the extraction of minerals, oil or natural gas or in the harvesting of timber in primary forests must produce a report each year on the payments they have made to state bodies.[799](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38058) 

2 If the company must draw up consolidated annual accounts, then it must produce a consolidated report on payments made to state bodies (group payments report); this replaces the reports from the individual companies.

3 If a company with registered office in Switzerland is included in the group payments report that it or another company with registered office abroad has produced in accordance with the Swiss or equivalent regulations, it need not produce a separate report on payments made to state bodies. It must however in the Annex to the annual accounts indicate the other company in whose report it has been included, and publish this report.

4 Extraction includes all activities carried out by the company in the areas of exploration, prospecting, discovery, development and extraction of minerals, oil and natural gas deposits and the harvesting of timber in primary forests.

5 State bodies are national, regional or local authorities in a third country together with the departments and businesses controlled by such authorities.

[799](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38058) The correction by the FA Drafting Committee of 21 Nov. 2022, published on 9 Feb. 2023, relates to the French text only ([AS 2023 62](https://www.fedlex.admin.ch/eli/oc/2023/62/de)).
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 Seven:798 Transparency in Raw Material Companies
B. Forms of payment

Art. 964e

1 The payments made to state bodies may comprise payments in cash or kind. They include in particular the following forms of payment:

1.

payments for production rights;

2.

 taxes on production, the revenues or profits of companies, excluding value added or sales taxes and other taxes on consumption;

3.

user charges;

4.

 dividends, with the exception of dividends paid to a state body as a member of the company, provided these are paid to the state body under the same conditions as to the other company members;

5.

signing, discovery and production bonuses;

6.

 licence, rental and access fees or other considerations for permits or concessions;

7.

 payments for improvements to the infrastructure.

2 In the case of a payment in kind, the subject matter, value, method of valuation and if applicable the extent must be indicated.
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 Seven:798 Transparency in Raw Material Companies
C. Form and content of the report

Art. 964f

1 The report on payments made to state bodies shall only cover payments related to business operations in the mineral, petroleum or natural gas extraction industry or to the harvesting of timber in primary forests.

2 It covers any payments of 100,000 francs or more in any financial year made to state bodies, and includes both individual payments and payments made in two or more smaller sums that together amount to 100,000 francs or more.

3 The report must indicate the amount of the payments made in total and broken down by type of service to each state body and each project.

4 The report must be written in a national language or in English and be approved by the highest management or administrative body.
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 Seven:798 Transparency in Raw Material Companies
D. Publication

Art. 964g

1 The report on payments made to state bodies must be published online within six months of the end of the financial year.

2 It must remain publicly accessible for at least ten years.

3 The Federal Council may issue regulations on the structure of the data required in the 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 Seven:798 Transparency in Raw Material Companies
E. Keeping and retaining the report

Art. 964h

Article 958_f_ applies to keeping and retaining the report on payments made to state bodies.
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 Seven:798 Transparency in Raw Material Companies
F. Extending the scope of application

Art. 964i

The Federal Council may stipulate as part of an internationally coordinated procedure that that the obligations in Articles 964_a_–964_e_ shall also apply to companies trading in raw materials.
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 Eight:800 Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour
A. Principle

Art. 964j

1 Undertakings whose seat, head office or principal place of business is located in Switzerland must comply with obligations of due diligence in the supply chain and report thereon if:

1.

 they place in free circulation or process in Switzerland minerals containing tin, tantalum, tungsten or gold or metals from conflict-affected and high-risk areas; or

2.

 they offer products or services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour.

2 The Federal Council shall specify annual import quantities of minerals and metals below which an undertaking is exempt from the due diligence and reporting obligation.

3 It shall specify the requirements by which small and medium-sized undertakings and undertakings with low child labour risks are not obliged to verify whether there is a reasonable suspicion of child labour.

4 It shall specify the requirements by which undertakings are exempt from the due diligence and reporting obligations if they comply with equivalent internationally recognised regulations, such as the principles laid down by the OECD in particular.
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 Eight:800 Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour
B. Due diligence

Art. 964k

1 Undertakings shall maintain a management system and stipulate the following therein:

1.

 the supply chain policy for minerals and metals that potentially originate from conflict-affected and high-risk areas;

2.

 the supply chain policy for products or services in relation to which there is a reasonable suspicion of child labour;

3.

 a system by which the supply chain can be traced.

2 They shall identify and assess the risks of harmful impacts in their supply chain. They shall draw up a risk management plan and take measures to minimise the risks identified.

3 They shall have their compliance with the due diligence obligations in relation to the minerals and metals audited by an independent specialist.

4 The Federal Council shall issue the detailed regulations; it shall base them on internationally recognised regulations, such as the OECD principles in particular.
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 Eight:800 Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour
C. Reporting

Art. 964l

1 The supreme management or governing body shall prepare a report each year on compliance with the due diligence obligations.

2 The report shall be prepared in a national language or in English.

3 The supreme management or governing body shall ensure that the report:

1.

 is published online within six months of the end of the financial year;

2.

 remains publicly accessible for at least ten years.

4 Article 958_f_ applies by analogy to keeping and retaining the reports.

5 Undertakings that offer products and services from undertakings that have prepared a report are not themselves required to prepare a report for those products and services.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
A. Definition of negotiable security

Art. 965

A negotiable security is any instrument to which a right attaches in such a manner that it may not be exercised or transferred to another without the instrument.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
B. Obligation under the security

Art. 966

1 The obligor under a negotiable security is obliged to render performance only against surrender of the instrument.

2 By rendering the performance due at maturity to the creditor as indicated by the instrument, the obligor is released from the obligation unless he is guilty of malice or gross negligence.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
C. Transfer of the security
I. General form

Art. 967

1 The transfer of any negotiable security conferring title or a limited right in rem requires the transfer of possession of the instrument in all cases.

2 In addition, the transfer of instruments to order requires endorsement and that of registered securities requires a written declaration, which must not be made on the instrument itself.

3 By law or agreement, the transfer may require the participation of other persons, in particular the obligor.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
C. Transfer of the security
II. Endorsement
1. Form

Art. 968

1 In all cases, endorsement must be done in accordance with the provisions governing bills of exchange.

2 The formal requirements for transfer are satisfied once the endorsement is completed and the instrument handed over.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
C. Transfer of the security
II. Endorsement
2. Effect

Art. 969

In the case of all transferable securities, unless the content or nature of the instrument dictate otherwise, on endorsement and transfer of the instrument the rights of the endorser pass to the acquirer.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
D. Conversion

Art. 970

1 A registered security or instrument to order may be converted into a bearer security only with the consent of all the beneficiaries and obligors concerned. Such consent must be declared on the instrument itself.

2 The same general principle applies to conversion of bearer securities into registered securities or instruments to order. In this case, where the consent of a beneficiary or obligor is lacking, conversion is effective but only as between the creditor who undertook it and his immediate legal successor.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
E. Cancellation
I. Party requesting cancellation

Art. 971

1 A negotiable security that has been lost may be cancelled by the court[802](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38411).

2 Cancellation may be requested by the beneficiary of the instrument at the time it was lost or its loss was discovered.

[802](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38411) Term in accordance with 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)). This amendment has been made in the provisions specified in the AS.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
E. Cancellation
II. Procedure, effect

Art. 972

1 Following cancellation of the instrument, the beneficiary may exercise his right even without the instrument or request the issue of a new instrument.

2 In other respects, the provisions governing the individual types of securities apply to the procedure for and effect of cancellation.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
F. Special provisions

Art. 973

The special provisions governing negotiable securities, such as bills of exchange, cheques and mortgage bonds, are reserved.