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
B. The Board of Directors562
V. Representation
4. Signatures591

Art. 719

The persons with authority to represent the company must sign by appending their signature to the business name 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
B. The Board of Directors562
V. Representation
4. Signatures591

Art. 720592

[592](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27841) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl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
5. Registered attorneys and commercial agents593

Art. 721594

The board of directors may appoint registered attorneys and other commercial agents.

[594](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27890) 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
VI. Directors’ and officers’ liability595

Art. 722596

The company shall be liable for any loss or damage caused by unauthorised acts carried out in the exercise of its business activities by a person authorised to manage or represent the company.

[596](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27936) 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
VI. Directors’ and officers’ liability595

Art. 723–724597

[597](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27958) Repealed by No I of the FA of 4 Oct. 1991, with effect from 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
VII. Imminent insolvency, loss of capital and overindebtedness
1. Imminent Insolvency

Art. 725598

1 The board of directors shall monitor the solvency of the company. 

2 If the company is threatened with insolvency, the board of directors shall take measures to ensure its solvency. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. It shall, if necessary, apply for a debt restructuring moratorium. 

3 The board of directors shall act with the required urgency. 

[598](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e27982) 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
VII. Imminent insolvency, loss of capital and overindebtedness
2. Capital loss

Art. 725a599

1 If the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, thestatutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. 

2 If the company does not have an external auditor, the most recent annual accounts must also undergo a limited audit by a licensed auditor before their approval by the general meeting.The board of directors shall appoint the licensed auditor.  

3 The audit requirement in paragraph 2 does not apply if the board of directors applies for a debt restructuring moratorium.

4 The board of directors and the external auditor or the licensed auditor shall act with the required urgency. 

[599](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28025) 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
VII. Imminent insolvency, loss of capital and overindebtedness
3.Overindebtedness

Art. 725b600

1 If there is justified concern that the company’s liabilities are no longer covered by its assets, the board of directors shall immediately prepare an interim account at going concern values and sale values. An interim account at sale values is not required if it is assumed that the company will continue to operate and the interim account at going concern values does not indicate overindebtedness. If it is assumed that the company will not continue to operate, an interim account at sale values is sufficient.

2 The board of directors shall have the interim accounts audited by the external auditor or if there is no external auditor, by a licensed auditor;it shall appoint the licensed auditor. 

3 If the company is overindebted according to the two interim accounts, the board of directors shall notify the court. The court shall open bankruptcy proceedings or proceed in accordance with Article 173_a_ of the Federal Act of 11 April 1889[601](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28117) on Debt Enforcement and Bankruptcy.

4 Notification of the court is not required:

1.

 if the company’s creditors subordinate their claims to those of all other company creditors to the extent of the overindebtedness, provided the subordination of the amount due and the interest claims apply for the duration of the overindebtedness; or

2.

provided there is a reasonable prospect that the overindebtedness can be remedied within a reasonable period, but no later than 90 days after submission of the audited interim accounts, and that the claims of the creditors are not additionally jeopardised. 

5 If the company does not have an external auditor, the licensed auditor must comply with the reporting duties of the external auditor conducting a limited audit.

6 The board of directors and the external auditor or the licensed auditor shall act with the required urgency.

[600](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28082) 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)).

[601](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28117) [SR **281.1**](eli/cc/11/529%5F488%5F529/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
VII. Imminent insolvency, loss of capital and overindebtedness
4. Revaluation of immovable property and participations

Art. 725c602

1 In order to remedy a loss of capital in accordance with Article 725_a_ or overindebtedness in accordance with Article 725_b_, immovable property and participations whose true value has exceeded their acquisition or production costs may be revalued at a maximum of the true value. The amount of the revaluation shall be shown separately under the statutory retained earnings as the revaluation reserve.

2 Revaluation is permitted only if the external auditor or, if there is no external auditor, a licensed auditor confirms in writing that the statutory provisions have been complied with.

3 The revaluation reserve may only be dissolved by conversion into share or participation capital and by valuation adjustment or sale of the revalued assets.

[602](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28150) 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
VIII. Dismissal and suspension603

Art. 726

1 The board of directors may dismiss committees, managing directors, executive officers, registered attorneys and other commercial agents that it has appointed at any time.

2 The registered attorneys and commercial agents appointed by the general meeting may be suspended from their duties at any time by the board of directors, providing a general meeting is convened immediately.

3 Claims for compensation by persons dismissed or suspended are reserved.
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
I. Audit requirement
1. Ordinary audit

Art. 727

1 The following companies must have their annual accounts and if applicable their consolidated accounts reviewed by an external auditor in an ordinary audit:

1.

 Publicly traded companies; these are companies that:

a.

 have equity securities listed on a stock exchange,

b.

have bonds outstanding,

c.

 contribute at least 20 per cent of the assets or of the turnover to the consolidated accounts of a company in terms of letter a or b;

 2. [605](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28277) 

 Companies that exceed two of the following thresholds in two successive financial years:

a.

 a balance sheet total of 20 million francs,

b.

sales revenue of 40 million francs,

c.

 250 full-time positions on annual average;

3.

 Companies that are required to prepare consolidated accounts.

1bis If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 2, the exchange rate as at the balance sheet date shall be applied for the balance sheet total and the annual average exchange rate for the sales revenue.[606](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28310) 

2 An ordinary audit must be carried out if shareholders who represent at least 10 per cent of the share capital so request.

3 If the law does not require an ordinary audit of the annual accounts, the articles of association may provide or the general meeting may decide that the annual accounts be subjected to an ordinary audit.

[605](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28277) Amended by No I of the FA of 17 June 2011 (Auditing Law), in force since 1 Jan. 2012 ([AS **2011** 5863](eli/oc/2011/808/en);[BBl **2008** 1589](eli/fga/2008/416/en)). See also the Transitional provision below relating to this amendment.

[606](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28310) 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
C. 604 External Auditors
I. Audit requirement
2. Limited audit

Art. 727a

1 If the requirements for an ordinary audit are not met, the company must have its annual accounts reviewed by an external auditor in a limited audit.

2 With the consent of all the shareholders, a limited audit may be dispensed with if the company does not have more than ten full-time employees on annual average.

3 The board of directors may request the shareholders in writing for their consent. It may set a period of at least 20 days for reply and give notice that failure to reply will be regarded as consent.

4 If the shareholders have dispensed with a limited audit, this also applies for subsequent years. Any shareholder has however the right, at the latest 10 days before the general meeting, to request a limited audit. In such an event, the general meeting must appoint the external auditor.

5 The board of directors shall amend the articles of association to the extent required and apply to the commercial register for the deletion or the registration of the external auditor.
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
II. Requirements for the external auditor
1. In an ordinary audit

Art. 727b

1 Publicly traded companies must appoint as an external auditor an audit company under state oversight in terms of the Auditor Oversight Act of 16 December 2005[607](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28372). They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor or a licensed audit expert to be carried out by a state supervised audit company.

2 Other companies that are required to have an ordinary audit must appoint as external auditor a licensed audit expert in terms of the Auditor Oversight Act of 16 December 2005\. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor to be carried out by a licensed audit expert.

[607](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28372) [SR **221.302**](eli/cc/2007/533/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
II. Requirements for the external auditor
2. In a limited audit

Art. 727c

Companies that are required to have a limited audit must appoint as external auditor a licensed auditor in terms of the Auditor Oversight Act of 16 December 2005[608](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28394).

[608](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28394) [SR **221.302**](eli/cc/2007/533/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
III. Ordinary audit
1. Independence of the external auditor

Art. 728

1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected.

2 The following are in particular not compatible with independence:

1.

 membership of the board of directors, any other decision-making function in the company or any employment relationship with it;

2.

 a direct or significant indirect participation in the share capital or a substantial claim against or debt due to the company;

3.

 a close relationship between the person managing the audit and a member of the board of directors, another person in a decision-making function, or a major shareholder;

4.

 the involvement in the accounting or the provision of any other services which give rise to a risk that the external auditor will have to review its own work;

5.

 the assumption of a duty that leads to economic dependence;

6.

 the conclusion of a contract on non-market conditions or of a contract that establishes an interest on the part of the external auditor in the result of the audit;

7.

 the acceptance of valuable gifts or of special privileges.

3 The provisions on independence apply to all persons involved in the audit. If the external auditor is a partnership or a legal entity, then the provisions on independence also apply to the members of the supreme management or administrative body and to other persons with a decision-making function.

4 Employees of the external auditor that are not involved in the audit may not be members of the board of directors or exercise any other decision-making function in the company being audited.

5 There is no independence if persons who do not meet the requirements of independence are closely associated with the external auditor, persons involved in the audit, the members of the supreme management or administrative bodies or others persons with a decision-making function.

6 The provisions on independence also apply to undertakings controlled by the company or the external auditor or that control the company or the external auditor.[609](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28452) 

[609](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28452) 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
III. Ordinary audit
2. Duties of the external auditor
a. Object and extent of the audit

Art. 728a

1 The external auditor shall examine whether:

1.

 the annual accounts and, if applicable, the consolidated accounts comply with the statutory provisions, the articles of association and the chosen set of financial reporting standards;

2.

 the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit complies with the statutory provisions and the articles of association;

3.

 there is an internal system of control;

 4.[610](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e28498) 

 in the case of companies whose shares are listed on a stock exchange, the remuneration report complies with the statutory rules and the articles of association.

2 The external auditor takes account of the internal system of control when carrying out the audit and in determining the extent of the audit.

3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.

[610](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e28498) 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
C. 604 External Auditors
III. Ordinary audit
2. Duties of the external auditor
b. Audit report

Art. 728b

1 The external auditor provides the board of directors with a comprehensive report with conclusions on the financial reporting, the internal system of control as well as the conduct and the result of the audit.

2 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:

1.

 an assessment on the result of the audit;

2.

information on independence;

3.

 information on the person who managed the audit and on his specialist qualifications;

4.

 a recommendation on whether the annual accounts and the consolidated accounts should be approved or rejected with or without qualification.

3 Both reports must be signed by the person who managed the audit.
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
III. Ordinary audit
2. Duties of the external auditor
c. Duties to notify

Art. 728c

1 If the external auditor finds that there have been infringements of the law, the articles of association or the organisational regulations, it shall give notice of this to the board of directors in writing.

2 In addition, it informs the general meeting of any infringements of the law or the articles of association, if:

1.

these are material; or

2.

 the board of directors fails to take any appropriate measures on the basis of written notice given by the external auditor.

3 If the company is clearly overindebted and the board of directors fails to notify the court of this, 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
IV. Limited audit
1. Independence of the external auditor611

Art. 729

1 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected.

2 Involvement in the accounting and the provision of other services for the company being audited are permitted. In the event that the risk of auditing its own work arises, a reliable audit must be ensured by means of suitable organisational and staffing measures.
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
a. Object and extent of the audit

Art. 729a

1 The external auditor examines whether there are circumstances that indicate that:

1.

 the annual accounts do not comply with the statutory provisions or the articles of association;

2.

 the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit does not comply with the statutory provisions and the articles of association.

2 The audit shall be limited to conducting interviews, analytical audit activities and appropriate detailed inspections.

3 The management of the board of directors is not the subject matter of the audit carried out by the external auditor.
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
b. Audit report

Art. 729b

1 The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:

1.

 a reference to the limited nature of the audit;

2.

 an assessment on the result of the audit;

3.

 information on independence and, if applicable, on participation in accounting and other services provided to the company being audited;

4.

 information on the person who managed the audit, and on his specialist qualifications.

2 The report must be signed by the person who managed the audit.