brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
C. Reserves
II. Statutory retained earnings

Art. 672447

1 5 per cent of the annual profit shall be assigned to the statutory retained earnings. If there is a loss carried forward, it must be cleared before the profit is assigned to the reserve.

2 The statutory retained earnings shall be increased until, when taken together with the statutory capital reserve, they reach one half of the share capital specified in the commercial register. Holding companies must increase the statutory retained earnings until, when taken with the statutory capital reserve, they reach 20 per cent of the share capital specified in the commercial register.

3 Article 671 paragraphs 2, 3 and 4 applies_mutatis mutandis_ to calculating and using the statutory retained earnings.

[447](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e22982) 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 One: General Provisions
C. Reserves
III. Voluntary retained earnings

Art. 673448

1 The general meeting may provide for the formation of voluntary retained earnings in the articles of association or by resolution.

2 Voluntary retained earnings may only be formed if justified in order to ensure the long-term prosperity of the undertaking, taking account of the interests of all the shareholders.

3 The general meeting may pass a resolution on using voluntary retained earnings, subject to the rules on offsetting losses.

[448](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23020) 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 One: General Provisions
C. Reserves
IV. Offsetting losses

Art. 674449

1 Losses must be offset in the following order against:

1.

the profit carried forward;

2.

the voluntary retained earnings;

  
3.

the statutory retained earnings;

4.

the statutory capital reserve.

2 Instead of being offset against the statutory retained earnings or the statutory capital reserve, remaining losses may also be carried forward in part or in their entirety to the next annual accounts.

[449](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23056) 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 One: General Provisions
D. Dividends, interest before commencement of operations and shares of profits paid to board members
I. Dividends

Art. 675

1 No interest may be paid on the share capital.

2 Dividends may be paid only from the disposable profit and from reserves formed for this purpose.[450](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23115) 

3 Dividends may only be fixed after the assignments have been made to the statutory retained earnings and the voluntary retained earnings.[451](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23133) 

[450](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23115) 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)).

[451](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23133) 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 One: General Provisions
D. Dividends, interest before commencement of operations and shares of profits paid to board members
II. Interim dividends

Art. 675a452

1 The general meeting may resolve to pay an interim dividendbased on an interim account.

2 The external auditor must review the interim account before the general meeting passes the resolution. No audit is required if the company is not required to have its annual accounts reviewed by an external auditor in a limited audit. The audit may be dispensed with if all the shareholders agree to paying the interim dividend and the creditors’ claims are not put at risk thereby. 

3 The provisions governing dividends apply (Art. 660 para. 1 and 3, 661, 671–674, 675 para. 2, 677, 678, 731 and 958_e_).  

[452](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23159) 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 One: General Provisions
D. Dividends, interest before commencement of operations and shares of profits paid to board members
III. Interest before commencement of operations453

Art. 676

1 The shareholders may be paid interest out of the investment account for the time required to prepare and build up the company prior to commencement of full operations. The articles of association must stipulate the latest time by which payment of such interest must cease.

2 If the company is expanded by means of an issue of new shares, the resolution concerning the capital increase may provide for a specified amount of interest to be paid on the new shares from the investment account until a precisely defined date, which must be no later than the date on which the new operational facility commences operations.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
D. Dividends, interest before commencement of operations and shares of profits paid to board members
IV. Shares of profits paid to board members454

Art. 677455

Shares of the profit may be paid to members of the board of directors only out of the disposable profit and only after the allocation to the legal reserve has been made and a dividend of 5 per cent or a higher percentage laid down by the articles of association has been paid to the shareholders.

[455](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23261) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
E. Repayment of benefits
I. In general

Art. 678456

1 Shareholders, members of the board of directors, persons involved in the company’s management activities and members of the board of advisors and their close associates are required to repay any dividends, shares of profits paid to board members, other shares of profits, remuneration, interest before commencement of operations, statutory capital reserves and retained earnings or other benefits that they have unduly taken.

2 If the company accepts assets from such persons or if it enters into other forms of legal transaction with them, these persons shall be required to repay the assets concerned where there is an obvious discrepancy between the performance and the consideration.

3 Article 64 applies.

4 The claim for repayment is that of the company and the shareholder.The shareholder’s claim is for performance to the company. 

5 The general meeting may resolve that the company raise an action for repayment. They may delegate the conduct of the proceedings to the board of directors or a representative.

6 In the event of the company’s bankruptcy, Article 757 applies _mutatis mutandis_. 

[456](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23287) 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 One: General Provisions
E. Repayment of benefits
II. Prescription

Art. 678a457

1 The claim for repayment is subject to a prescriptive period of three years from when the company or the shareholder became aware of the matter, or in any event ten years from the claim arising. This period is suspended during a procedure for ordering a special investigation and the conduct of that investigation.

2 If the recipient has by their conduct committed a criminal offence, the claim for repayment prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute can no longer become time-barred because a first instance criminal judgment has been issued, the claim prescribes at the earliest three years after notice of the judgment is given.

[457](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23342) 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 One: General Provisions
E. Repayment of benefits
III. Shares of profits paid to board members on insolvency458

Art. 679459

1 Where the company is declared insolvent, the members of the board of directors must return all shares of profits paid to board members received in the three years prior to commencement of insolvency proceedings, unless they can show that the conditions for payment of such shares of profits paid to board members set out in law and the articles of association were met; in particular, they must show that the payment was based on prudent accounting.

2 …[460](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23419) 

[459](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23396) 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)).

[460](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23419) Repealed by Annex of the FA of 21 June 2013, with effect from 1 Jan. 2014 ([AS **2013** 4111](eli/oc/2013/757/en);[BBl **2010** 6455](eli/fga/2010/1144/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
F. . Shareholder’s duty to contribute
I. Object

Art. 680

1 A shareholder may not be required, even under the articles of association, to contribute more than the amount fixed for subscription of a share on issue.

2 A shareholder does not have the right to reclaim the amount paid-up.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
F. . Shareholder’s duty to contribute
II. Consequences of default
1. By law and the articles of association

Art. 681

1 A shareholder who fails to pay in the issue amount for their share in good time is obliged to pay default interest.

2 Further, the board[461](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23464) of directors has the power to declare that the defaulting shareholder has forfeited their rights in respect of the share subscription and any part payments already made and that their shares are forfeited and to issue new ones in their place. Where the forfeited shares have already been issued and cannot be physically obtained, the declaration of forfeiture is published in the Swiss Official Gazette of Commerce and in the form provided for in the articles of association.

3 The articles of association may also provide that a shareholder in default also be required to pay a contractual penalty.

[461](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23464) Term in accordance with No II 3 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)). This amendment has been taken into account throughout the Code.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
F. . Shareholder’s duty to contribute
II. Consequences of default
2. Call for performance

Art. 682

1 Where the board of directors intends to declare the defaulting shareholder in forfeit of his rights in respect of the share subscription or to require him to pay the contractual penalty provided for in the articles of association, it must make a call for payment in the Swiss Official Gazette of Commerce and in the form provided for by the articles of association and set a grace period for such payment of at least 30 days commencing on the date on which the last call was published.[462](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23493) The shareholder may be declared in forfeit of his rights in respect of the share subscription or required to pay the contractual penalty only if he fails to make the required payment within such grace period.

2 In the case of registered shares, such publication is replaced by a registered letter sent to each shareholder entered in the share register calling for payment and setting the grace period. In this case the grace period commences on receipt of the call for payment.

3 The defaulting shareholder is liable to the company for the amount not covered by the contributions of the new shareholder.

[462](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23493) 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 One: General Provisions
G. Issue and transfer of shares
I. Bearer shares

Art. 683

1 Bearer shares may be issued only after the full nominal value has been paid up.

2 Shares issued before the full nominal value is paid up are void. Claims for damages are reserved.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
G. Issue and transfer of shares
II. Registered shares

Art. 684463

1 Unless otherwise provided by law or the articles of association, the company’s registered shares are transferable without restriction.

2 Transfer by means of transaction may also be effected by handing over the endorsed share certificate to the acquirer.

[463](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23540) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
I. Statutory restriction

Art. 685464

1 Registered shares that have not yet been fully paid up may be transferred only with the consent of the company, unless they are acquired by inheritance, division of estate, matrimonial property law or compulsory execution.

2 The company may withhold consent only if the solvency of the acquirer is in doubt and the security requested by the company is not furnished.

[464](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23570) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
1. General principles

Art. 685a465

1 The articles of association may stipulate that registered shares may be transferred only with the consent of the company.

2 This restriction also applies to establishment of a usufruct.

3 If the company goes into liquidation, the restriction on transferability is cancelled.

[465](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23601) Inserted 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
2. Unlisted registered shares
a. Requirements for refusal

Art. 685b466

1 The company may refuse to give such consent providing it states good cause cited in the articles of association or offers to acquire the shares from the party alienating them for the company’s own account, for the account of other shareholders or for the account of third parties at their real value at the time the request was made.

2 Provisions governing the composition of the shareholder group which are designed to safeguard the pursuit of the company’s objects or its economic independence are deemed to constitute good cause.

3 Further, the company may refuse entry in the share register where the acquirer fails to declare expressly that he has acquired the shares in his own name and for his own account.

4 Where the shares were acquired by inheritance, division of estate, matrimonial property law or compulsory execution, the company may withhold its consent only if it offers to purchase the shares from the acquirer at their real value.

5 The acquirer may request the court at the seat of the company to determine the real value. The costs of the valuation are borne by the company.

6 Where the acquirer fails to decline such offer within a month of notification of the real value, it is deemed accepted.

7 The articles of association may not impose more restrictive conditions on transferability.

[466](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23635) Inserted 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
2. Unlisted registered shares
b. Effect

Art. 685c467

1 Where the consent required for transfer of shares is not given, the ownership of the shares and all attendant rights remain with the alienator.

2 In the case of acquisition of shares by inheritance, division of estate, matrimonial property law or compulsory execution, ownership and the attendant pecuniary rights pass to the acquirer immediately, whereas the attendant participation rights pass to him only when the company has given its consent.

3 Where the company fails to refuse the request for consent within three months of receipt or refuses it without just cause, consent is deemed to have been given.

[467](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23679) Inserted 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
3. Listed registered shares
a. Requirements for refusal

Art. 685d468

1 In the case of listed registered shares, the company may refuse to accept the acquirer as a shareholder only where the articles of association envisage a percentage limit on the registered shares for which an acquirer must be recognised as shareholder and such limit is exceeded.

2 The company may also refuse to accept an acquirer if at the company’s request the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account, that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares. The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank.[469](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23744) 

3 Where listed[470](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e23767) registered shares were acquired by inheritance, division of estate or matrimonial property law, entry of the acquirer may not be refused.

[468](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23713) Inserted 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)).

[469](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23744) 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)).

[470](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23767) Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA;[AS **1974** 1051](eli/oc/1974/1051%5F1051%5F1051/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
H. Restricted transferability
II. Restrictions under the articles of association
3. Listed registered shares
b. Duty of notification

Art. 685e471

Where listed registered shares are sold on a stock exchange, the selling bank must without delay notify the company of the name of the seller and the number of shares sold.

[471](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e23784) Inserted 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)).