brunnolou/swiss-code-of-obligations huggingface dataset:
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
I. Collective custody of negotiable securities

Art. 973a804

1 A bailee has the power to hold fungible negotiable securities from two or more bailors together in safe custody unless a bailor expressly requests that his securities be held separately.

2 If fungible negotiable securities are entrusted to a bailee for collective custody, the bailor acquires on deposit joint fractional title to the negotiable securities of the same class belonging to the collective holding. In order to determine the fractional share, the nominal value or in the case of securities without nominal value, the number of securities, is decisive.

3 A bailor has the right at any time, irrespective of the involvement or consent of the other bailors to withdraw negotiable securities from the collective holding to the extent of his share. 

[804](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38481) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
II. Global certificate

Art. 973b805

1 The obligor may issue global certificates or to replace two or more fungible negotiable securities entrusted to a single bailee with a global certificate, provided the conditions for issue or the articles of association of the company provide therefor or the bailors have consented thereto.

2 The global certificate is a negotiable security in the same form as the individual rights that it represents. It is jointly owned by the participant bailors, in proportion to their shares. The status and rights of the joint owners in relation to the global certificate are governed by Article 973_a_ paragraph 2 _mutatis mutandis_.

[805](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38515) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
III. Uncertificated securities806

Art. 973c807

1 The obligor may issue uncertificated securities or replace fungible negotiable securities or global certificates that have been entrusted to a single bailee with uncertificated securities provided the conditions for issue or the articles of association provide therefor or the bailors have consented thereto.[808](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38584) 

2 The obligor shall keep a book on the uncertificated securities that he has issued in which details of the number and denomination of the uncertificated securities issued and of the creditors are recorded. The book is not open for public inspection.

3 The uncertificated securities are created on entry in the book and continue to exist only in accordance with such entry.

4 The transfer of uncertificated securities requires a written declaration of assignment. Their pledging is governed by the provisions on the pledging of claims.

[807](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38564) Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 ([AS **2009** 3577](eli/oc/2009/450/en);[BBl **2006** 9315](eli/fga/2006/1228/en)).

[808](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38584) Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
I. Establishment

Art. 973d809

H. Ledger-based securities

1 A ledger-based security is a right which, in accordance with an agreement between the parties:

1.

 is registered in a securities ledger in accordance with paragraph 2; and

2.

 may be exercised and transferred to others only via this securities ledger.

2 The securities ledger must meet the following requirements:

1.

 It uses technological processes to give the creditors, but not the obligor, power of disposal over their rights.

2.

 Its integrity is secured through adequate technical and organisational measures, such as joint management by several independent participants, to protect it from unauthorised modification.

3.

 The content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in linked accompanying data.

4.

 Creditors can view relevant information and ledger entries, and check the integrity of the ledger contents relating to themselves without intervention by a third party.

3 The obligor must ensure that the securities ledger is organised in accordance with its intended purpose. In particular, it must be ensured that the ledger operates in accordance with the registration agreement at all times.

[809](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38614) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
II. Effects

Art. 973e810

1 The obligor under a ledger-based security is entitled and obliged to render performance only to the creditor indicated in the securities ledger and subject to appropriate modification of the ledger.

2 By rendering the performance due at maturity to the creditor indicated in the securities ledger, the obligor is released from the obligation even if the indicated creditor is not the actual creditor, unless the obligor is guilty of malice or gross negligence.

3 When acquiring a ledger-based security in a securities ledger from the creditor indicated therein, the acquirer is protected even if the seller was not entitled to dispose of the ledger-based security, unless the acquirer acted in bad faith or with gross negligence.

4 The obligor may raise against a claim deriving from a ledger-based security only those objections which:

1.

 are aimed at contesting the validity of the registration or derive from the securities ledger itself or its accompanying data;

2.

 he or she is personally entitled to raise against the current creditor of the ledger-based security; or

3.

 are based on the direct relations between the obligor and a former creditor of the ledger-based security, if the current creditor intentionally acted to the detriment of the obligor when acquiring the ledger-based security

[810](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38668) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
III. Transfer

Art. 973f811

1 The transfer of the ledger-based security is subject to the provisions of the registration agreement.

2 If the creditor of a ledger-based security is declared bankrupt, if his or her property is distrained or if a debt restructuring moratorium is authorised, the creditor's decisions regarding ledger-based securities are legally binding and effective against third parties, provided that they

1.

were made beforehand;

2.

 have become irrevocable under the rules of the securities ledger or another trading facility; and

3.

 were actually recorded in the securities ledger within 24 hours.

3 When a bona fide acquirer of a certificated security and a bona fide acquirer of the ledger-based security have a conflicting claim to the same right, the former takes precedence over the latter.

[811](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38713) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
IV. Collateral

Art. 973g812

1 Collateral may be posted even without the transfer of the ledger-based security, if:

1.

 the collateral is visible in the securities ledger; and

2.

 it is ensured that only the collateral recipient can dispose of the ledger-based security in the event of default.

2 In other respects:

1.

 the special lien on ledger-based securities is governed by the provisions on special liens that apply to certificated securities (Arts. 895–898 of the CC[813](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e38790)).

2.

 the pledging of ledger-based securities is governed by the provisions on liens on debts and other rights as applicable for certificated securities (Arts. 899–906 of the CC).

[812](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38755) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).

[813](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38790) [SR **210**](eli/cc/24/233%5F245%5F233/en)
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
V. Cancellation

Art. 973h814

1 The beneficiary of a ledger-based security may demand that the court cancel the security, provided that he or she furnishes credible evidence of his or her original power of disposal and of the loss thereof. Following cancellation of the instrument, the beneficiary may also exercise his or her right outside the ledger or, at his or her own expense, demand that the obligor allocate a new ledger-based security. In addition, Articles 982-986 apply mutatis mutandis to the procedure for and effect of cancellation.

2 The parties may make provision for a simplified form of cancellation consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits.

[814](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38808) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section One: General Provisions
G. Collective custody, global certificate and uncertificated securities803
VI. Information and liability

Art. 973i815

The obligor under a ledger-based security or a right that is offered as such must inform each acquirer of:

1.

the content of the ledger-based security;

2.

 the mode of operation of the securities ledger and the measures taken in accordance with Article 973_d_ paragraphs 2 and 3 to protect the operation and integrity of the ledger.

2 The obligor is liable for damage to the acquirer arising out of information that is inaccurate, misleading or in breach of statutory requirements, unless the obligor can prove that he or she acted with due diligence.

3 Agreements which limit or exclude this liability are void.

[815](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e38837) Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 ([AS **2021** 33](eli/oc/2021/33/en);[BBl **2020** 233](eli/fga/2020/16/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Two: Registered Securities
A. Definition

Art. 974

A negotiable security is deemed a registered security if it is made out to a named person but is neither made out to order nor legally declared to be an instrument to order.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Two: Registered Securities
B. Evidence of creditor’s right
I. As a general rule

Art. 975

1 The obligor is obliged to render performance only to a person who is the bearer of the instrument and who can show that he is the person in whose name the instrument is registered or the legal successor of such person.

2 Where the obligor renders performance without such evidence, he is not released from his obligation towards a third party who can demonstrate his entitlement.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Two: Registered Securities
B. Evidence of creditor’s right
II. With qualified bearer securities

Art. 976

Where the obligor under the registered security has reserved the right to render performance to any bearer of the instrument, he is released from his obligation by rendering performance in good faith to such a bearer even if he did not request evidence of the creditor’s entitlement; however, he is not obliged to render performance to the bearer.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Two: Registered Securities
C. Cancellation

Art. 977

1 Where no special provision has been made, registered securities are cancelled in accordance with the provisions governing bearer securities.

2 The obligor may make provision in the instrument for a simplified form of annulment consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits, or may reserve the right to make valid performance even without presentation or annulment of the instrument, providing the creditor declares the borrower’s note void and the debt redeemed by public deed or authenticated document.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
A. Definition

Art. 978

1 A negotiable security is deemed a bearer security if the wording or form of the instrument shows that the current bearer is recognised as the beneficiary.

2 However, the obligor is no longer permitted to pay if subject to an attachment order served by a court or the police.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
B. Obligor’s defences
I. In general

Art. 979

1 Against a claim deriving from a bearer security, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee.

2 Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security.

3 The obligor may not plead the defence that the instrument entered circulation against his will.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
B. Obligor’s defences
II. In the case of bearer coupons

Art. 980

1 Against a claim deriving from a bearer coupon, the obligor may not plead the defence that the debt principal has been redeemed.

2 However, when redeeming the debt principal, the obligor is entitled to retain an amount corresponding to the interest payable on coupons falling due in the future which are not handed in with the debt instruments until the prescriptive periods applicable to such coupons have expired, unless the coupons not handed in have been cancelled or the amount thereof has been secured.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
1. Application816

Art. 981

1 Bearer securities, such as shares, bonds, dividend rights certificates, coupon sheets, subscription warrants for coupon sheets, but not individual coupons, are cancelled by the court at the request of the beneficiary.

2 ...[817](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e39000) 

3 The applicant must satisfy the court that he possessed and lost the instrument.

4 Where the bearer of a security with a coupon sheet or subscription warrant has merely lost the coupon sheet or subscription warrant, presentation of the security in question is sufficient to establish grounds for the application.

[817](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39000) Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 ([AS **2000** 2355](eli/oc/2000/374/en);[BBl **1999** III 2829](eli/fga/1999/1%5F2829%5F2591%5F2427/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
2. Attachment order

Art. 982

1 At the applicant’s request, the obligor under the negotiable security may be forbidden to honour the security on presentation and warned of the danger of double payment.

2 Where a coupon sheet is to be annulled, the provision governing cancellation of bearer coupons applies_mutatis mutandis_ to the individual coupons falling due during the proceedings.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
3. Public call for presentation, time limit

Art. 983

Where the court is satisfied that the applicant was in possession of the security but has since lost it, it issues a public notice calling on the unknown bearer to come forward and present the security within a specified time limit, failing which it will declare the security cancelled. The time limit must be at least six months; it commences on the date of the first public notice.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
4. Form of public notice

Art. 984

1 The call for presentation of the security must be published in the Swiss Official Gazette of Commerce.[818](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e39055) 

2 In special cases, the court may adopt other means of publicising the call for presentation.

[818](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39055) 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 Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
5. Effect
a. Where the security is presented

Art. 985

1 Where the lost bearer security is presented, the court sets the applicant a time limit within which to bring an action for recovery thereof.

2 Where the applicant fails to bring action within such time limit, the court returns the instrument and lifts the garnishee order.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
I. In general
5. Effect
b. Where the security is not presented

Art. 986

1 Where the lost bearer security is not presented within the time limit, the court may cancel it or order further measures, depending on the circumstances.

2 Notice of the cancellation of a bearer security must be published immediately in the Swiss Official Gazette of Commerce, and elsewhere at the court’s discretion.

3 Following cancellation, the applicant is entitled at his expense to request the issue of a new bearer security or performance of the obligation due.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
II. Of coupons in particular

Art. 987

1 Where individual coupons have been lost, at the request of the beneficiary the court must order that the amount be deposited with the court at maturity or immediately if the coupon is already due.

2 Where three years have elapsed since the maturity date and no beneficiary has come forward in the interim, the court must order the amount deposited to be released to the applicant.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
C. Cancellation
III. In the case of banknotes and the like

Art. 988

Banknotes and other bearer securities issued in large numbers and payable on sight which are intended for circulation as replacement for money and made out in fixed denominations may not be cancelled.
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Three: Bearer Securities
D. Mortgage certificates

Art. 989819

The special provisions governing mortgage certificates made out to the bearer are reserved.

[819](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e39136) Amended by No II 2 of the FA of 11 Dec. 2009 (Register Mortgage Certificates and other amendments to Property Law), in force since 1 Jan. 2012 ([AS **2011** 4637](eli/oc/2011/666/en);[BBl **2007** 5283](eli/fga/2007/756/en)).
Division Five:801 Negotiable Securities
Title Thirty-Three: Registered Securities, Bearer Securities and Instruments to Order
Section Four: Bills and Notes
A. Capacity to incur Liability as a party to a Bill

Art. 990

A person with capacity to enter into contracts has capacity to incur liability as a party to a bill of exchange.