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
A. The General Meeting
VII. Challenging resolutions of the general meeting
2. Procedure

Art. 706a558

1 The right to challenge shall lapse if the action is not brought within two months of the general meeting.  

2 Where the board of directors is the claimant, the court shall appoint a representative for the company.

3 …[559](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26818) 

[558](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26791) 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)).

[559](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26818) Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/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
A. The General Meeting
VIII. Nullity560

Art. 706b561

In particular, resolutions of the general meeting shall be void if they:

1.

 remove or restrict the right to participate in the general meeting, the minimum right to vote, the right to take legal action or other shareholder rights that are mandatory in law;

2.

 restrict the shareholders’ rights of control beyond the legally permissible degree, or

3.

 disregard the basic structures of the company limited by shares or the provisions on capital protection.

[561](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26861) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
I. In general
1. Eligibility563

Art. 707

1 The company’s board of directors comprises one or more members.[564](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26938) 

2 …[565](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26961) 

3 Where a legal entity or commercial company holds an equity participation in the company, it is not eligible as such to serve as a member of the board of directors; however, its representative may be elected in its stead.  

[564](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26938) Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).

[565](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26961) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/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
B. The Board of Directors562
I. In general
1. Eligibility563

Art. 708566

[566](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26988) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/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
B. The Board of Directors562
I. In general
2. Representation of shareholder classes and groups567

Art. 709568

1 Where two or more different classes of shares exist with regard to voting or property rights, the articles of association must stipulate that the shareholders of each different class of shares are entitled to elect at least one representative to the board of directors.

2 The articles of association may contain special provisions to protect minorities or specific groups of shareholders.

[568](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27037) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
I. In general
3. Term of office

Art. 710569

1 The term of office of members of the board of directors of companies whose shares are listed on a stock exchange shall end at the latest on conclusion of the next ordinary general meeting. Members are elected individually.

2 In the case of companies whose shares are not listed on a stock exchange, the term of office amounts tothree years, unless the articles of association provide otherwise; however, the term of office must not exceed six years. Members are elected individually, unless the articles of association provide otherwise or the person chairing the general meeting issues a different order with the consent of all the shareholders represented. 

3 Re-election is possible.

[569](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27065) 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
B. The Board of Directors562
I. In general
3. Term of office

Art. 711570

[570](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27107) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/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
B. The Board of Directors562
II. Organisation
1. Chair

Art. 712571

1 In the case of companies whose shares are listed on a stock exchange, the general meeting shall elect one of the members of the board of directors to be chair. The chair’s term of office ends at the latest on conclusion of the next ordinary general meeting.

2 In the case of companies whose shares are not listed on a stock exchange, the board of directors shall elect one of its members to be chair. The articles of association may stipulate that the chair be elected by the general meeting.

3 Re-election is possible.

4 If the office of chair becomes vacant, the board of directors shall appoint a new chair for the remaining term of office. The articles of association may provide for different rules on remedying this organisational deficiency.

[571](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27136) 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
B. The Board of Directors562
II. Organisation
2. Resolutions

Art. 713572

1 Resolutions of the board of directors are passed by a majority of the votes cast. The chairman has a casting vote, unless the articles of association provide otherwise.

2 The board of directors may pass its resolutions:

1.

at a meeting that has a physical venue;

2.

 by using electronic means,applying Articles 701_c_–701_e_ _mutatis mutandis_;

3.

 in writing on paper or electronically, unless a member requests that it be debated orally.If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing.[573](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27224) 

3 Minutes shall be kept of the board’s discussions and resolutions; these shall be signed by the chair and by the minute-taker.[574](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27247) 

[572](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27175) 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)).

[573](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27224) 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)).

[574](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27247) 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
B. The Board of Directors562
II. Organisation
3. Void resolutions

Art. 714575

The grounds for the nullity of resolutions by the general meeting apply_mutatis mutandis_ to resolutions by the board of directors.

[575](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27272) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
II. Organisation
4. Right to convene meetings

Art. 715576

Any member of the board of directors may request that the chair convene a meeting without delay, but must state the reasons for his request.

[576](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27298) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
II. Organisation
5. Right to information and of inspection

Art. 715a577

1 Any member of the board of directors may request information on any company business.

2 At meetings, all members of the board of directors and all persons entrusted with managing the company’s business are obliged to give information.

3 Outside meetings, any member may request information from the persons entrusted with managing the company’s business concerning the company’s business performance and, with the chair’s authorisation, specific transactions.

4 Where required for the performance of their duties, any member may request the chair to have books of account and documents made available to them for inspection.

5 If the chair refuses a request for information, a request to be heard or an application to inspect documents, the board of directors shall rule on the matter.

6 Rulings or resolutions of the board of directors conferring on the directors more extensive rights to obtain information or inspect documents are reserved.

[577](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27323) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
III. Duties
1. In general

Art. 716578

1 The board of directors may pass resolutions on all matters not reserved to the general meeting by law or the articles of association.

2 The board of directors shall manage the business of the company, unless responsibility for such management has been delegated.

[578](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27365) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
III. Duties
2. Non-transferable duties

Art. 716a579

1 The board of directors shall have the following non-transferable and inalienable duties:

1.

 the overall management of the company and issuing the required directives;

2.

determining the company’s organisation;

3.

 organising the accounting, financial control and financial planning systems as required for management of the company;

4.

 appointing and dismissing persons entrusted with managing and representing the company;

5.

 overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and directives;

6.

 compiling the annual report[580](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27434), preparing for the general meeting and implementing its resolutions;

 7.[581](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27448) 

filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted; 

 8.[582](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27478) 

 in the case of companies whose shares are listed on a stock exchange: preparing the remuneration report.

2 The board of directors may assign responsibility for preparing and implementing its resolutions or monitoring transactions to committees or individual members. It must ensure appropriate reporting to its members.

[579](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27394) 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)).

[580](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27434) Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA;[AS **1974** 1051](eli/oc/1974/1051%5F1051%5F1051/en)).

[581](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27448) 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)).

[582](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27478) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
III. Duties
3. Delegation of business management

Art. 716b583

1 Unless the articles of association provide otherwise, the board of directors may delegate the management of all or part of the company’s businessin accordance with organisational regulations to individual members or third parties (executive board). 

2 In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities. 

3 The organisational regulations shall regulate the management of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting. 

4 On request, the board of directors shall issue information in writing orelectronically concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting protection. 

5 Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors. 

[583](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27509) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). 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
B. The Board of Directors562
IV. Duty of care and loyalty
1. In general584

Art. 717585

1 The members of the board of directors and third parties engaged in managing the company’s business must perform their duties with all due diligence and safeguard the interests of the company in good faith.

2 They must afford the shareholders equal treatment in like circumstances.

[585](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27603) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
IV. Duty of care and loyalty
2. Conflicts of interest

Art. 717a586

1 The members of the board of directors and the executive board shall inform the board of directors immediately and comprehensively of any conflicts of interest affecting them. 

2 The board of directors shall take the measures required to safeguard the company’s interests.  

[586](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27635) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
V. Representation
1. In general

Art. 718587

1 The board of directors shall represent the company externally. Unless the articles of association or the organisational regulations stipulate otherwise, every member shall have the authority to represent the company.

2 The board of directors may delegate the task of representation to one or more members (managing directors) or third parties (executive officers).

3 At least one member of the board of directors must be authorised to represent the company.

4 The company must be able to be represented by one person who is resident in Switzerland. This person must be a member of the board of directors or an executive officer. They must have access to the share register and to the register under Article 697_l_, unless this register is kept by a financial intermediary.[588](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e27705) 

[587](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27674) 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)).

[588](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27705) Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names) ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)). Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/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
B. The Board of Directors562
V. Representation
2. Scope and restriction

Art. 718a589

1 The persons with authority to represent the company may carry out any legal acts on behalf of the company that are consistent with the company’s objects.

2 Any restriction of such authority shall have no effect against bona fide third parties; any provisions governing exclusive representation of the principal place of business or a branch office or governing joint representation of the company that are entered in the commercial register are exceptions to this rule.  

[589](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27742) 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 Three Organisation of the Company Limited by Shares
B. The Board of Directors562
V. Representation
3. Contracts between the company and its representative

Art. 718b590

If the company is represented in the conclusion of a contract by the person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the company's goods or services does not exceed 1,000 francs.

[590](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27772) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).