brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
IV. Limited audit
2. Duties of the external auditor
c. Duty to notify

Art. 729c

If the company is obviously overindebted and the board of directors fails to notify the court, then the external auditor will notify the court.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
1. Appointment of the external auditor

Art. 730

1 The general meeting shall appoint the external auditor.

2 One or more natural persons or legal entities or partnerships may be appointed.

3 Public audit offices or their employees may also be appointed as external auditor provided they meet the requirements of this Code. The provisions on independence apply_mutatis mutandis_.

4 At least one member of the external auditor must be resident in Switzerland, or have its registered office or a registered branch office in Switzerland.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
2. Term of office of the external auditor

Art. 730a

1 The external auditor shall be appointed for a period of one up to three financial years. Its term of office ends on the adoption of the annual accounts for the final year. Re-appointment is possible.

2 In the case of an ordinary audit, the person who manages the audit may exercise his mandate for seven years at the most. He may only accept the same mandate again after an interruption of three years.

3 If an external auditor resigns, it must notify the board of directors of the reasons; the board of directors informs the next general meeting of these reasons.

4 The general meeting may only remove the external auditor for good cause.[612](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28722) 

[612](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28722) 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 Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
3. Information and confidentiality

Art. 730b

1 The board of directors shall provide the external auditor with all the documents and information that it requires, in writing if so requested.

2 The external auditor shall safeguard the business secrets of the company in its assessments, unless it is required by law to disclose such information. In its reports, in submitting notices and in providing information to the general meeting, it safeguards the business secrets of the company.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
4. Documentation and retention

Art. 730c

1 The external auditor must document all audit services and keep audit reports and any other essential documents for at least ten years. It must ensure that electronic data can be made readable for the same period.

2 The documents must make it possible to confirm compliance with the statutory provisions in an efficient manner.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
5. Approval of the accounts and allocation of profits

Art. 731

1 In companies that are required to have their annual accounts and, if applicable, their consolidated accounts reviewed by an external auditor, the audit report must be submitted before the annual accounts and the consolidated accounts are approved at the general meeting and a resolution is passed on the allocation of the balance sheet profit.

2 If an ordinary audit is carried out, the external auditor must be present at the general meeting. The general meeting may waive the presence of the external auditor by unanimous resolution.

3 If the required audit report is not submitted, the resolutions on the approval of the annual accounts and the consolidated accounts and on the allocation of the balance sheet profit are null and void. If the provisions on the presence of the external auditor are infringed, these resolutions may be challenged.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
C. 604 External Auditors
V. Common provisions
6. Special provisions

Art. 731a

1 The articles of association and the general meeting may specify details on the organisation of the external auditor in more detail and expand its range of duties.

2 The external auditor may not be assigned duties of the board of directors, or duties that adversely affect its independence.

3 The general meeting may appoint experts to audit the management or individual aspects thereof.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
D.613 Defects in the Organisation of the Company

Art. 731b

1 Any shareholder or creditor may request the court to take the required measures if a company has any of the following organisational defects:

1.

 The company lacks any of the required corporate bodies.

2.

 A required corporate body is not composed correctly.

3.

 The company is not keeping the share register or the register of its reported beneficial owners in accordance with the regulations.

4.

 The company has issued bearer shares without having equity securities listed on a stock exchange or organising the bearer shares as intermediated securities.

5.

 The company is no longer legally domiciled at its seat.[614](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28855) 

1bis The court may in particular:

1.

 allow the company a period of time, under threat of its dissolution, within which to re-establish the lawful situation;

2.

 appoint the required corporate body or an administrator;

3.

 dissolve the company and order its liquidation according to the regulations on insolvency proceedings.[615](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28889) 

2 If the court appoints the required corporate body or an administrator, it determines the duration for which the appointment is valid. It shall requires the company to bear the costs and to make an advance payment to the appointed persons.

3 If there is good cause, the company may request the court to remove the persons the court has appointed.

4 The liquidators appointed to liquidate the company under the bankruptcy provisions shall notify the court as soon as they establish overindebtedness; the court opens the bankruptcy proceedings.[616](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28913) 

[614](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28855) Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes, in force since 1 Jan. 2021, No 4 in force from 1 May 2021 ([AS **2019** 3161](eli/oc/2019/583/en), [**2020** 957](eli/oc/2020/178/en);[BBl **2019** 279](eli/fga/2019/18/en)).

[615](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28889) Inserted by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1 Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).

[616](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28913) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
A. Scope of application

Art. 732

1 The provisions of this section apply to companies whose shares are listed on a stock exchange.

2 Other companies may provide in their articles of association that they apply this section in full or in part.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
A. Scope of application

Art. 732a

Repealed
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
B. Remuneration committee

Art. 733

1 The general meeting shall electthe members of the remuneration committee individually.

2 Only members of the board of directors may be elected.

3 The term of office ends on conclusion of the next ordinary general meeting. Re-election is possible.

4 If there are any vacancies on the remuneration committee, the board of directors shall appoint the members required for the remaining term of office. The articles of association may provide for other rules on remedying this organisational deficiency.

5 The articles of association shall regulate the principles on the duties and responsibilities of the remuneration committee.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
I. In general

Art. 734

1 The board of directors shall prepare a written remuneration report each year.

2 The provisions of the thirty-second title on the principles of proper financial reporting, the presentation, currency and language and the keeping and retention of the company ledgers apply _mutatis mutandis_ to the remuneration report.

3 The provisions governing notice and publication of the annual report apply_mutatis mutandis_ to notice and publication of the remuneration report.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
II. Remuneration of the board of directors, the executive board and the board of advisors

Art. 734a

1 The remuneration report shall specify all the remuneration that the company has paid directly or indirectly to:

1.

current members of the board of directors;

2.

current members of the executive board;

3.

current members of the board of advisors;

4.

 former members of the board of directors, the executive board or the board of advisors, provided they are connected with their former activity as a corporate body of the company; the foregoing does not apply to occupational pension benefits. 

2 In particular, the following are deemed to be remuneration:

1.

 fees, salaries, bonuses and account credits;

2.

 shares of profits paid to board members and commissions, participation in turnover and other forms of participation in the business results;

3.

services and benefits in kind;

4.

 the allocation of equity securities, and conversion and option rights;

5.

joining bonuses;

6.

 guarantee and pledge commitments and other collateral commitments;

7.

waivers of claims;

8.

 expenditures giving rise to or increasing occupational benefit entitlements;

9.

 all payments and benefits for additional work;

10.

 compensation connected with the prohibition of competition.

3 The details of the remuneration shall include:

1.

 the amount for the board of directors as a whole and the amount for each member, specifying the name and function of the member concerned;

2.

 the amount for the executive board as a whole and the highest amount for each member, specifying the name and function of the member concerned;

3.

 the amount for the board of advisors as a whole and the amount for each member, specifying the name and function of the member concerned;

4.

if applicable the names and functions of the members of the executive board to whom additional amounts have been paid.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
III. Loans and credit facilities for the board of directors, the executive board and the board of advisors

Art. 734b

1 The remuneration report shall specify:

1.

 loans and credit facilities granted to the current members of the board of directors, executive board and board of advisors that are still outstanding;

2.

 loans and credit facilities granted to former members of the board of directors, executive board and board of advisors that were granted on conditions other than the customary market conditions and are still outstanding.

2 Article 734_a_ paragraph 3 applies _mutatis mutandis_ to the information on loans and credit facilities.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
IV. Remuneration, loans and credit facilities granted to close associates

Art. 734c

1 The following shall be shown separately in the remuneration report:

1.

 the remuneration that the company has paid directly or indirectly on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors;

2.

 the loans and credit facilities granted on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors which are still outstanding.

2 The names of the close associates need not be provided.

3 The rules on information on the remuneration of, and loans and credit facilities granted to members of the board of directors, the executive board and the board of advisors otherwise apply.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
V. Participation rights and options on such rights

Art. 734d

The remuneration report must indicate the participation rights in the company and the options on such rights of each current member of the board of directors, the executive board and the board of advisors including the member’s close associates, as well as providing the name and function of the member concerned.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
VI. Activities in other undertakings

Art. 734e

1 The remuneration report shall specify the functions of the members of the board of directors, the executive board and the board of advisors in other undertakings in accordance with Article 626 paragraph 2 number 1. 

2 The details shall include the name of the member and of the undertaking and the function exercised.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
C. Remuneration report
VII. Gender representation of on the board of directors and in the executive board

Art. 734f618

Unless each gender makes up at least 30 per cent of the board of directors and 20 per cent of the executive board, the following must be indicated in the remuneration report of companies that exceed the thresholds in Article 727 paragraph 1 number 2:

1.

 the reasons why genders are not represented as required; and

2.

 the measures being taken to increase representation of the less well represented gender.

[618](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29191) See also Art. 4 of the transitional provision to the Amendment of 19.06.2020 at the end of the text.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
D. Voting in the general meeting
I. Remuneration

Art. 735

1 The general meeting shall vote on the remuneration that the board of directors, the executive board and the board of advisors directly or indirectly receive from the company.

2 The articles of association shall regulate the details of the vote. They may regulate the procedure in the event that the general meeting does not agree to the remuneration.

3 The following rules must be observed:

1.

 The general meeting shall vote annually on the remuneration.

2.

 The general meeting shall vote separately on the total amount for the remuneration of the board of directors, the executive board and the board of advisors.

3.

The vote of the general meeting is binding.

4.

 If variable remuneration is voted on prospectively, the remuneration report must be submitted to the general meeting for an advisory vote.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
D. Voting in the general meeting
II. Additional amount for the executive board

Art. 735a

1 In the event that the general meeting votes prospectively on the remuneration of the executive board, the articles of association may provide for an additional amount for the remuneration of persons newly appointed as members of the executive board after the vote.

2 The additional amount may only be used if the total amount of remuneration for the executive board agreed by the general meeting is not sufficient to remunerate the new members until the next vote of the general meeting.

3 The general meeting does not vote on the additional amount used.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
E. Term of contracts

Art. 735b

1 The term of the contracts governing the remuneration of the members of the board of directors may not exceed their term of office.

2 The term of limited contracts and the notice of termination for unlimited contracts that govern the remuneration of the members of the executive board and the board of advisors may amount to a maximum of one year.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
F. Remuneration that is not permitted
I. In the company

Art. 735c

The following remuneration for current and former members of the board of directors, the executive board and the board of advisors or for their close associates is not permitted:

1.

 severance payments that are contractually agreed or provided for in the articles of association; remuneration that is due until the termination of the contracts does not constitute a severance payment;

2.

 compensation related to a ban on competition that exceeds the average remuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds;

3.

remuneration paid on conditions other than the customary market conditions connected with a previous activity as a corporate body of the company; 

4.

 joining bonuses that do not compensate for a verifiable financial disadvantage;

5.

remuneration paid in advance;

6.

 commission paid for taking over or transferring undertakings or parts thereof;

7.

 loans, credit facilities, pension benefits other than occupational pensions and performance-related remuneration not provided for in principle in the articles of association;

8.

 the allocation of equity securities or conversion and option rights not provided for in principle in the articles of association.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Four:617 Remuneration in Companies whose Shares are Listed on a Stock Exchange
F. Remuneration that is not permitted
II. In the group

Art. 735d

Remuneration for members of the board of directors, the executive board and the board of advisors or their close associates for activities in undertakings controlled by the company is not permitted, provided the remuneration:

1.

 would not be permitted if it were paid directly by the company;

2.

 is not provided for in the articles of association of the company; or

3.

 has not been approved by the general meeting of the company.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
A. Dissolution in general
I. Grounds

Art. 736

1 The company shall be dissolved:

1.

 in accordance with the articles of association;

2.

 by resolution of the general meeting, to be recorded in a public deed;

3.

 by the commencement of insolvency proceedings;

 4.[619](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29360) 

 by court judgment if shareholders together representing at least ten per cent of the share capital or the votes request its dissolution for good cause;

5.

in the other cases envisaged by law.

2 In the case of an action for dissolution for good cause, instead of dissolution, the court may order another appropriate solution that is acceptable to those concerned.[620](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29388) 

[619](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29360) 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)).

[620](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29388) 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 Five: Dissolution of a Company Limited by Shares
A. Dissolution in general
II. Entry in the commercial register

Art. 737621

1 The dissolution of a company must be entered in the commercial register.

2 Notice of dissolution by court judgment must be given by the court to the commercial register office immediately.

3 Notice of dissolution on other grounds must be given by the company to the commercial register office.

[621](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29413) 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)).