brunnolou/swiss-code-of-obligations huggingface dataset:
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
V. Ex officio deletion
2. In the event of a sole proprietorship or branch office having no domicile

Art. 934a

1 If a sole proprietorship no longer has a domicile, then if there is no response to a request published in the Swiss Official Commercial Gazette, it shall be deleted from the commercial register.[761](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35818) 

2 If a branch office with a principal place of business in Switzerland no longer has a domicile, the branch office shall be deleted by the commercial register office if there is no response to a request made to the principal place of business.

[761](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35818) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
VI. Reinstatement

Art. 935

1 Any person claiming a legitimate interest may request the court to have a deleted legal entity reinstated in the commercial register.

2 A person shall have a legitimate interest in particular if:

1.

 on conclusion of the liquidation of the deleted legal entity not all its assets have been sold or distributed;

2.

 the deleted legal entity is still a party to court proceedings;

3.

 reinstatement is required in order to correct a public register; or

4.

 in a case of bankruptcy, reinstatement of the deleted legal entity is required in order to conclude the bankruptcy proceedings.

3 If there are defects in the organisation of the legal entity, the court shall take the required measures when ordering reinstatement.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
F. Publicity and effectiveness
I. Publicity and publication on the internet

Art. 936

1 The commercial register is public. The information made public includes the entries, applications and the supporting documents. OASI numbers are not public.

2 The entries, articles of association and foundation deeds shall be made accessible on the internet free of charge. Further documents and applications may be inspected at the commercial register office concerned or may on request be made accessible on the internet.

3 It shall be possible, based on certain criteria, to conduct a search of entries in the commercial register made accessible on the internet.

4 Amendments to the commercial register must remain chronologically traceable.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
F. Publicity and effectiveness
II. Publication in the Swiss Official Commercial Gazette and start of effectiveness

Art. 936a

1 Entries in the commercial register shall be published online in the Swiss Official Commercial Gazette. They become effective on publication.

2 All statutory publications shall also be made online in the Swiss Official Commercial Gazette.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
F. Publicity and effectiveness
III. Effects

Art. 936b

1 If a fact is entered in the commercial register, no one may claim that they were unaware of it.

2 Where the entry of a fact is required but such fact was not entered in the register, it may be relied on in relation to third parties only if it can be shown that they were aware of the said fact.

3 Any person who has relied in good faith on a recorded fact even though it was incorrect must be protected in their good faith unless there are overriding interests to the contrary.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
G. Obligations
I. Obligation to verify

Art. 937

The commercial register authorities shall verify whether the legal requirements for recording in the commercial register are met, and in particular whether the application and the supporting documents are not contrary to any mandatory regulations and have the legally required content.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
G. Obligations
II. Request and ex officio recording

Art. 938

1 The commercial register office shall request parties to fulfil the obligation to register and shall fix a deadline for doing so.

2 If the parties do not comply with the request within the deadline, the office shall record the required entries ex officio.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
G. Obligations
III. Organisational defects

Art. 939

1 If the commercial register office identifies defects in the organisational aspects required by law of trading companies, cooperatives, associations, foundations not subject to supervision or branch offices with principal place of business abroad that are entered in the commercial register, it shall request the legal entity concerned to rectify the defect, and fix a deadline for doing so.

2 If the defect is not rectified not within the deadline, the office shall refer the matter to the court. The court shall take the required measures.

3 In the case of foundations and legal entities that are subject to supervision under the Collective Investment Schemes Act of 23 June 2006[762](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35965), the matter shall be referred to the supervisory authority.

[762](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35965) [SR **951.31**](eli/cc/2006/822/en)
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
H. Fixed penalties

Art. 940

Any person who is served by the commercial register office with a request to fulfil their obligation to register containing a reference to the penalties under this Article and who fails to comply with this obligation within the period allowed may be issued by the commercial register office with a fixed penalty not exceeding 5000 francs.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
I. Fees

Art. 941

1 Any person who gives cause for the commercial register authority to issue a ruling or who claims a service from the same must pay a fee.

2 The Federal Council shall regulate the charging of the individual fees, in particular:

1.

the basis for calculating the fees;

2.

the waiving of fees;

3.

 liability when more than one person is required to pay a fee;

4.

the due date, billing and advance payment of fees;

5.

the prescription of fee debts;

6.

 the share of cantonal fee revenues paid to the Confederation.

3 It shall take account of the equivalence principle and the break-even principle in regulating the fees.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
J. Legal remedies

Art. 942

1 Rulings of the commercial register offices may be contested within 30 days of being issued.

2 Each canton shall designate a higher court as the sole appellate authority.

3 The cantonal courts shall give notice of their decisions to the commercial register office without delay and shall also give notice thereof to the federal oversight authority.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
K. Ordinance

Art. 943

The Federal Council shall issue regulations on:

1.

 the keeping of the commercial register and oversight;

2.

 application, registration, amendment, deletion and reinstatement;

3.

the content of entries;

4.

the supporting documents and their verification;

5.

publication and effectiveness;

6.

 the organisation of the Swiss Official Commercial Gazette and its publication;

7.

cooperation and obligation to provide information;

8.

the use of OASI numbers and personal numbers;

9.

 the centralised databases on legal entities and persons;

10.

the modalities for electronic communication;

11.

the procedures.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
I. General provisions

Art. 944

1 In addition to the essential content required by law, each business name may contain information which serves to describe the persons mentioned in greater detail, an allusion to the nature of the company or an invented name provided that the content of the business name is truthful, cannot be misleading and does not run counter to any public interest.

2 The Federal Council may enact provisions regulating the permissible scope for use of national and territorial designations in business names.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
II. Names of sole proprietorships
1. Essential content763

Art. 945

1 A person operating a business as sole proprietor must use his family name, with or without first name, as the essential content of his business name.

2 If the business name contains other family names, it must indicate which one is the proprietor’s family name.[764](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36135) 

3 The business name must not have any kind of suffix or ending which suggests constitution as a company or partnership.

[764](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36135) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
II. Names of sole proprietorships
2. Exclusivity of the registered business name

Art. 946

1 The name of a sole proprietorship[765](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36163) entered in the commercial register may not be used by another business proprietor in the same location even if he has the same first name and family name from which the older business name is formed.

2 In such a case, the owner of the newer business must add a suffix or ending to his own name to produce a business name which is clearly distinct from the older business name.

3 Claims in respect of unfair competition against sole proprietorships[766](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36175) registered in other locations are reserved.

[765](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36163) Footnote relevant to German version.

[766](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36175) Footnote relevant to German version.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
II. Names of sole proprietorships
2. Exclusivity of the registered business name

Art. 947 and 948767

[767](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36186) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)). See however the transitional provision to this amendment at the end of the text.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
II. Names of sole proprietorships
2. Exclusivity of the registered business name

Art. 949768

[768](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36206) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
III. Company names
1. Composition of the business name

Art. 950769

1 Commercial enterprises and cooperatives are free to choose their business name subject to the general principles on the composition of business names. The business name must indicate the legal form.

2 The Federal Council shall specify which abbreviations of legal forms are permitted.

[769](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36238) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
III. Company names
2. Exclusivity of the registered business name

Art. 951770

The business names of a commercial enterprise or a cooperatives must be clearly distinct from every other business name of businesses in any of these legal forms already registered in Switzerland.

[770](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36266) Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)). See however the transitional provision to this amendment at the end of the text.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
IV. Branch offices

Art. 952

1 A branch office must have the same business name as the principal place of business; however, it may append a special addition to its business name providing this applies only to that particular branch office.

2 The business name of the branch office of a company whose seat is outside Switzerland must also indicate the location of the principal place of business, the location of the branch office and the express designation of branch office.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
V. ...

Art. 953771

[771](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36303) Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 ([AS **2016** 1507](eli/oc/2016/289/en);[BBl **2014** 9305](eli/fga/2014/2039/en)).
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
A. General principles of business name composition
VI. Change of name

Art. 954

The previous business name may be retained where the name of the business owner or partner contained therein has been changed by operation of law or by the competent authority.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
B. Obligation to use business and other names

Art. 954a772

1 In correspondence, on order forms and invoices and in official communications, the business or other name entered in the commercial register must be given in full and unamended.

2 Shortened names, logos, trade names, brand names and similar may also be used.

[772](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36336) 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
C. Monitoring773

Art. 955

The registrar is obliged ex officio to ensure that the interested parties comply with the provisions governing the composition of business names.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
D. Reservation of other provisions of federal law

Art. 955a774

The registration of a business name does not relieve the persons entitled to use the same of the obligation to comply with other provisions of federal law, in particular on protection against deceit in business.

[774](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36401) Inserted by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017 ([AS **2015** 3631](eli/oc/2015/609/en);[BBl **2009** 8533](eli/fga/2009/1471/en)).
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-One: Business Names
E. Protection of business names775

Art. 956

1 The business name of a sole proprietor or commercial company or cooperative entered in the commercial register and published in the Swiss Official Gazette of Commerce is for the exclusive use of the party that registered it.

2 A party whose interests are injured by the unauthorised use of a business name may apply for an injunction banning further abuse of the business name and sue for damages if the unauthorised user is at fault.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
A. Duty to keep accounts and file financial reports

Art. 957

1 The duty to keep accounts and file financial reports in accordance with the following provisions applies to:

1.

 sole proprietorships and partnerships that have achieved sales revenue of at least 500,000 francs in the last financial year;

2.

legal entities.

2 The following need only keep accounts on income and expenditure and on their asset position:

1.

 sole proprietorships and partnerships with less than 500,000 francs sales revenue in the last financial year;

2.

 associations and foundations which are not required to be entered in the commercial Register;

3.

 foundations that are exempt from the requirement to appoint an external auditor under Article 83_b_ paragraph 2 Swiss Civil Code[778](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36523).

3 For undertakings in accordance with paragraph 2, recognised accounting principles apply_mutatis mutandis_.

[778](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36523) [SR **210**](eli/cc/24/233%5F245%5F233/en)
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
B. Accounting

Art. 957a

1 Accounting forms the basis for financial reporting. It records the transactions and circumstances that are required to present the asset, financing and earnings position of the undertaking (the economic position).

2 It follows the recognised accounting principles. Particular note must be taken of the following:

1.

 the complete, truthful and systematic recording of transactions and circumstances;

2.

 documentary proof for individual accounting procedures;

3.

clarity;

4.

 fitness for purpose given the form and size of the undertaking;

5.

verifiability.

3 An accounting voucher is any written record on paper or in electronic or comparable form that is required to be able to verify the business transaction or the circumstances behind an accounting entry.

4 Accounting is carried out in the national currency or in the currency required for business operations.

5 It is carried out in one of the official Swiss languages or in English. It may be carried out in writing, electronically or in a comparable manner.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
C. Financial reporting
I. Aim and constituent elements

Art. 958

1 Financial reporting is intended to present the economic position of the undertaking in such a manner that third parties can make a reliable assessment of the same.

2 The accounts are filed in the annual report. This contains the annual accounts (the financial statements of the individual entity), comprising the balance sheet, the profit and loss account and the notes to the accounts. The regulations for larger undertakings and corporate groups are reserved.

3 The annual report must be prepared within six months of the end of the financial year and submitted to the responsible management body or the responsible persons for approval. It must be signed by the chairperson of the supreme management or administrative body and the person responsible for financial reporting within the undertaking.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
C. Financial reporting
II. Principles of financial reporting
1. Going-concern assumption

Art. 958a

1 Financial reporting is based on the assumption that the undertaking will remain a going concern for the foreseeable future.

2 If it is intended or probably inevitable that all or some activities will cease in the next twelve months from the balance sheet date, then the financial reports for the relevant parts of undertaking must be based on realisable values. Provisions must be made for expenditures associated with ceasing activities.

3 Derogations from the going-concern assumption must be specified in the notes to the accounts; their influence on the economic position must be explained.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty-Two:776 Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations777
Section One: General Provisions
C. Financial reporting
II. Principles of financial reporting
2. Chronological and material distinction

Art. 958b

1 Expenditure and income must be entered separately depending on the date and nature of the transaction.

2 Provided the net proceeds from the sale of goods or services or financial income does not exceed 100,000 francs, accruals based on time may be dispensed with and instead based on expenditure and income.

3 If the financial reporting is not carried out in francs, the annual average exchange rate shall be applied to ascertain the value in accordance with paragraph 2.[779](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e36631) 

  
[779](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e36631) 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)).