brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
A. Dissolution in general
III. Consequences

Art. 738622

The dissolved company shall enter into liquidation, except in cases involving a merger, a split or the transfer of its assets to a public sector corporation.

[622](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29449) Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
I. Consequences of liquidation. powers

Art. 739

1 A company entering into liquidation shall retain its legal personality and its existing business name, albeit with the words “in liquidation” appended to it, until such time as its assets have been distributed among the shareholders.

2 As of the company’s entry into liquidation, the powers of its corporate bodies shall be limited to such actions as are necessary to carry out the liquidation but which by their nature may not be performed by the liquidators.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
II. Appointment and dismissal of the liquidators
1. Appointment623

Art. 740

1 The liquidation shall be carried out by the board of directors, unless the articles of association or a resolution by the general meeting delegate it to other persons.

2 The board of directors shall notify the liquidators for entry in the commercial register, even where the liquidation is carried out by the board of directors.

3 At least one of the liquidators must be resident in Switzerland and authorised to represent the company.[624](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29518) 

4 Where the company is dissolved by court judgment, the court shall appoint the liquidators.[625](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29541) 

5 In the event of insolvency, the insolvency administrators shall carry out the liquidation in accordance with the provisions of insolvency law. The corporate bodies of the company shall retain their authority to represent the company only to the extent such representation is still necessary.

[624](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29518) 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)).

[625](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29541) 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 Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
II. Appointment and dismissal of the liquidators
2. Dismissal

Art. 741626

1 The general meeting may dismiss the liquidators it appointed at any time.

2 On application by a shareholder, the court may dismiss liquidators and appoint others as necessary for good cause.

[626](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29565) 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 Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
III. Liquidation process
1. Balance sheet, call on creditors

Art. 742

1 On taking up their office, the liquidators must draw up a balance sheet.

2 The creditors shall be informed of the dissolution of the company and requested to register their claims, by separate letter in the case of creditors identifiable from the accounting records or in some other manner, and by public announcement in the Swiss Official Gazette of Commerce as well as in the form envisaged in the articles of association in the case of unknown creditors and those whose address is not known.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
III. Liquidation process
2. Other duties

Art. 743

1 The liquidators must wind up the current business, call in any still outstanding share capital, realise the company’s assets and perform its obligations, providing the balance sheet and the call to creditors do not indicate overindebtedness.

2 Where they ascertain that the company is overindebted, they must immediately notify the court; the latter then declares the commencement of insolvency proceedings.

3 The liquidators must represent the company in all transactions carried out for liquidation purposes and are entitled to conduct legal actions, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, to effect new transactions.

4 They may also dispose of assets by private sale, unless the general meeting has instructed otherwise.

5 Where the liquidation lasts for an extended period, they must draw up interim accounts every year.

6 The company is liable for any damage resulting from unauthorised acts by a liquidator in the exercise of his duties.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
III. Liquidation process
3. Protection of creditors

Art. 744

1 Where known creditors have failed to register their claims, the amount thereof must be deposited with the court.

2 Similarly, the amount of claims not yet due from the company and of disputed obligations of the company must be deposited with the court unless the creditors are furnished with security in an equivalent amount or the distribution of the company’s assets is suspended until such obligations have been performed.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
III. Liquidation process
4. Distribution of assets

Art. 745

1 Unless the articles of association provide otherwise, once the debts of the dissolved company have been discharged, its assets are distributed among the shareholders in proportion to the amounts they contributed and with due regard to the preferential rights attaching to specific classes of shares.[627](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29651) 

2 The distribution may take place no sooner than one year after the day on which the call to creditors was made.[628](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29669) 

3 Such distribution may take place after only three months where a licensed audit expert confirms that the debts have been redeemed and that in the circumstances it may safely be assumed that no third-party interests will be harmed.[629](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29692) 

[627](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29651) 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)).

[628](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29669) 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)).

[629](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29692) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
IV. Deletion from the commercial register

Art. 746

On completion of the liquidation process, the liquidators shall apply to the commercial register office for the deletion of the business name.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
B. Dissolution with liquidation
V. Retention of the share register, accounting records and register

Art. 747630

1 The share register, the accounting records and the register under Article 697_l_ and the underlying documents must be kept in a safe place for ten years following the deletion of the company. This place shall be decided by the liquidators or if they are unable to agree, by the commercial register office.

2 The share register and the register must be retained in such a manner that they can be accessed at any time in Switzerland.

[630](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29726) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the 2012 revised recommendations 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 Five: Dissolution of a Company Limited by Shares
C. Dissolution without liquidation
I. ...

Art. 748–750631

[631](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29758) Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Five: Dissolution of a Company Limited by Shares
C. Dissolution without liquidation
II. Takeover by a public sector corporation

Art. 751

1 Where the assets of a company limited by shares are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general meeting it may be agreed that no liquidation take place.

2 The resolution of the general meeting must be made in accordance with the provisions governing dissolution and notified to the commercial register office.

3 On entry of the resolution in the commercial register, the transfer of the company’s assets and debts is complete and the company’s name must be deleted.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Six: Liability
A. Liability
I. ...

Art. 752632

[632](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29800) Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 ([AS **2019** 4417](eli/oc/2019/758/en);[BBl **2015** 8901](eli/fga/2015/2141/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Six: Liability
A. Liability
II. Founder members’ liability

Art. 753633

Founder members, members of the board of directors and all persons involved in establishing the company are liable both to the company and to the individual shareholders and creditors for the losses arising where they:

 1.[634](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29845) 

 wilfully or negligently conceal, disguise or give inaccurate or misleading information in the articles of association, an incorporation report or a capital increase report on contributions in kind or the granting of special privileges to shareholders and other persons, or otherwise act unlawfully in approving such a measure;

2.

 wilfully or negligently induce the entry of the company in the commercial register on the basis of a certificate or deed containing inaccurate information;

3.

 knowingly contribute to the acceptance of subscriptions from insolvent persons.

[633](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29822) 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)).

[634](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29845) 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 Six: Liability
A. Liability
III. Liability for administration, business management and liquidation

Art. 754635

1 The members of the board of directors and all persons engaged in the business management or liquidation of the company are liable both to the company and to the individual shareholders and creditors for any losses or damage arising from any intentional or negligent breach of their duties.

2 A person who, as authorised, delegates the performance of a task to another governing officer is liable for any losses caused by such officer unless he can prove that he acted with all due diligence when selecting, instructing and supervising him.

[635](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29878) 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 Six: Liability
A. Liability
IV. External auditors’ liability

Art. 755636

All persons engaged in auditing the annual and consolidated accounts, the company’s foundation, a capital increase or a capital reduction are liable both to the company and to the individual shareholders and creditors for the losses arising from any intentional or negligent breach of their duties.

2 If the audit is conducted by a public audit office or by one of its employees, the relevant public authority is liable. Legal action against persons involved in the audit is governed by public law.[637](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29928) 

[636](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29906) 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)).

[637](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29928) 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), 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Six: Liability
I. Claims outside insolvency

Art. 756638

1 In addition to the company, the individual shareholders are also entitled to sue for any losses caused to the company. The shareholder’s claim is for performance to the company.

2 The general meeting may resolve that the company raise the action. It may instruct the board of directors or a representative to conduct the proceedings.[639](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e29978) 

[638](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29955) 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)).

[639](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e29978) 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 Six: Liability
I. Claims outside insolvency
II. Claims in bankruptcy

Art. 757640

1 In the event of the bankruptcy of the damaged company, its creditors are entitled to request that the company be compensated for the losses suffered. However, in the first instance the insolvency administrators may assert the claims of the shareholders and the company’s creditors.

2 Where the insolvency administrators waive their right to assert such claims, any shareholder or creditor shall be entitled to bring them. The proceeds shall first be used to satisfy the claims of the litigant creditors in accordance with the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[641](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30026). Any surplus shall be divided among the litigant shareholders in proportion to their equity participation in the company; the remainder shall be added to the insolvent’s estate.

3 The assignment of claims held by the company in accordance with Article 260 of the Debt Collection and Bankruptcy Act of 11 April 1889 is reserved.

4 In assessing the damage to the company, the claims of the company’s creditors that have been subordinated to those of all other creditors shall not be included.[642](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30043) 

[640](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30003) 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)).

[641](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30026) [SR **281.1**](eli/cc/11/529%5F488%5F529/en) 

[642](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30043) 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 Six: Liability
I. Claims outside insolvency
III. Effect of the resolution of release

Art. 758643

1 The resolution of release adopted by the general meeting shall be effective only for disclosed facts and only as against the company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution.

2 The right of action of the other shareholders shall lapse twelve months after the resolution of release. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.[644](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30091) 

[643](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30068) 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)).

[644](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30091) 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 Six: Liability
C. Joint and several liability and recourse

Art. 759645

1 Where two or more persons are liable for the losses, each is jointly and severally liable with the others to the extent that the damage is personally attributable to him or her on account of his or her own fault and the circumstances.

2 The claimant may bring action against several persons jointly for the total losses and request that the court determine the liability of each individual defendant in the same proceedings.

3 The right of recourse among several defendants shall be determined by the court with due regard to all the circumstances.

[645](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30116) 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 Six: Liability
D. Prescription

Art. 760646

1 The claim for damages against any person held liable pursuant to the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased.This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.[647](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e30170) 

2 If the person liable has committed a criminal offence through their harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given.

[646](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30147) Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 ([AS **2018** 5343](eli/oc/2018/807/en);[BBl **2014** 235](eli/fga/2014/65/en)).

[647](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30170) 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 Six: Liability
D. Prescription

Art. 761648

[648](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e30196) 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)).