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
A. The General Meeting
V. Resolutions and elections
2. Important resolutions

Art. 704547

1 A resolution by the general meeting requires at least two-thirds of the votes represented and a majority of the nominal value of shares represented for each of the following:

1.

any amendment of the company’s objects;

2.

the consolidation of shares, unless the consent of all the shareholders concerned is required;  

3.

 a capital increase from equity capital, in return for contributions in kind or by offset with a claim, and the granting of special privileges;

4.

the restriction or cancellation of the subscription right; 

5.

 the introduction of contingent capital, the introduction of a capital band or the creation of reserve capital in accordance with Article 12 of the Banking Act of 8 November 1934[548](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26483);

6.

 the conversion of participation certificates into shares;

7.

 any restriction on the transferability of registered shares;

8.

 the introduction of shares with preferential right to vote;

9.

 anychange in the currency of the share capital; 

10.

the introduction of a casting vote for the person chairing the general meeting; 

11.

a provision of the articles of association on holding the general meeting abroad; 

12.

 the delisting of the equity securities of the company;

13.

 the relocation of the seat of the company;

14.

 the introduction of an arbitration clause in the articles of association;

15.

dispensing with the designation of an independent voting representative for conducting a virtual general meeting in the case of companies whose shares are not listed on a stock exchange; 

16.

 the dissolution of the company.[549](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26536) 

2 Provisions of the articles of association which stipulate that larger majorities than those prescribed by law are required in order to make certain resolutions may themselves be introduced, amended or repealed only with the majority specified.[550](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26559)  

3 Registered shareholders who did not vote in favour of a resolution to amend the company’s objects or to introduce shares with preferential right to vote are not bound by restrictions on the transferability of their shares imposed by the articles of association for the six months following publication of such resolutions in the Swiss Official Gazette of Commerce.

[547](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26441) 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)).

[548](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26483) [SR **952.0**](eli/cc/51/117%5F121%5F129/en) 

[549](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26536) 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)).

[550](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26559) 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)).