brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
B. Share certificates

Art. 853

1 Where a cooperative has shares, each member joining it must take at least one.

  
2 The articles of association may stipulate that multiple shares may be acquired, up to a specified maximum.

3 Share certificates are made out in the member’s name. However, they may not be made out in the form of negotiable securities, but only as documents in proof.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
C. Equality

Art. 854

The members all have equal rights and obligations, unless the law makes an exception.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
I. Voting right

Art. 855

The rights of members to participate in the affairs of the cooperative, in particular with regard to the management of its business and the promotion of the cooperative’s interests, are exercised by taking part in the general assembly of members or, where prescribed by law, in ballots.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711

Art. 856

1 No later than ten days prior to the general assembly of members or the ballot to decide on approval of the management report, the consolidated accounts and the annual accounts, these documents together with the audit report must be made available at the seat of the cooperative for inspection by its members.[712](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33603) 

2 Unless the documents are electronically accessible, any member may for one year following the general assembly request that they be sent the annual report in the form approved by the general assembly together with the audit report.[713](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33624) 

[712](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33603) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).

[713](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33624) 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
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
2. Release of information

Art. 857

1 The members may draw the attention of the external auditor to dubious procedures and request the necessary information.[714](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33654) 

2 The cooperative’s ledgers and business correspondence may be inspected only with the express authorisation of the general assembly of members or by resolution of the board and if measures are taken to safeguard trade secrets.

3 The court may order the cooperative to provide the members with information on significant matters relevant to the exercise of their right of control in the form of authenticated copies from its ledgers or correspondence. The court order must not jeopardise the interests of the cooperative.

4 The members’ right of control may not be excluded or restricted either by the articles of association or by resolutions made by a governing body of the cooperative.

[714](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33654) 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
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
1. ...

Art. 858716

[716](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33713) Repealed by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
2. Profit distribution principles

Art. 859

1 Unless the articles of association provide otherwise, any annual profit on the cooperative’s business operations passes in its entirety to the cooperative’s assets.

2 Where distribution of the annual profit among the members is provided for, unless the articles of association dictate otherwise, it shall be distributed according to the use of the cooperative’s facilities by individual members.

3 Where share certificates exist, the portion of the annual profit paid out on them must not exceed the usual rate of interest for long-term loans without special security.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
3. Duty to form and accumulate a reserve fund

Art. 860

1 Where the net profit is used for a purpose other than to build up the cooperative’s assets, each year one twentieth of it must be allocated to a reserve fund. Such allocations must be made for at least 20 years; where share certificates exist, they must in any event be made until the reserve fund is equal to one-fifth of the cooperative’s capital.

2 The articles of association may stipulate that the reserve fund must be accumulated more rapidly.

3 To the extent that the reserve fund does not exceed one-half of the cooperative’s other assets or, where share certificates exist, one-half of the cooperative’s capital, it may be used only to cover losses or for measures designed to sustain the cooperative’s pursuit of its objects in difficult times.

4 ...[717](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33765) 

[717](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33765) Repealed by Annex No II 1 of the Insurance Oversight Act of 17 Dec. 2004, with effect from 1 Jan. 2006 ([AS **2005** 5269](eli/oc/2005/734/en);[BBl **2003** 3789](eli/fga/2003/577/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
4. Annual profit at credit cooperatives

Art. 861

1 Credit cooperatives may lay down articles of association that derogate from the provisions governing distribution of annual profit contained in the previous articles, but they too are obliged to form a reserve fund and to use it in accordance with the above provisions.

2 Each year at least one-tenth of the annual profit must be allocated to the reserve fund until it equals one-tenth of the cooperative’s nominal capital.

3 Where a portion of the annual profit is paid out to holders of shares in the cooperative and that portion exceeds the usual rate of interest for long-term loans without special security, one-tenth of the amount by which it exceeds the usual interest rate must likewise be allocated to the reserve fund.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
5. Welfare funds

Art. 862

1 The articles of association may also provide for allocations to establish and finance other funds, in particular funds dedicated to the welfare of employees of the company and related workers and for members of the cooperative.

2–4 ...[718](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33809) 

[718](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33809) Repealed by No I let._b_ of the FA of 21 March 1958, with effect from 1 July 1958 ([AS **1958** 379](eli/oc/1958/379%5F389%5F393/en);[BBl **1956** II 825](eli/fga/1956/2%5F825%5F845%5F/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
II. Control by the members 1. Notice of the annual report711
6. Further allocations to reserves

Art. 863

1 Allocations to the reserve fund and other funds in accordance with the law and the articles of association shall be deducted in the first instance from the annual profit available for distribution.

2 Where it is deemed appropriate in order to secure the long-term success of the cooperative, the general assembly of members may also resolve to create reserves which are not envisaged by or meet higher requirements than are specified by the law or the articles of association.

3 Similarly, contributions may be deducted from the annual profit for the purpose of creating and financing welfare funds for employees, other workers and members or for other welfare purposes even where these are not envisaged in the articles of association; such contributions are subject to the provisions governing welfare funds established by the articles of association.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
IV. Entitlement to settlement
1. Under the articles of association

Art. 864

1 The articles of association shall specify whether the departing members or their heirs have claims on the cooperative’s assets and, if so, what those claims are. Such claims must be calculated on the basis of the net balance sheet assets excluding reserves at the time the member leaves the cooperative.

2 The articles of association may grant departing members or their heirs the right to the full or partial repayment of the value of their share certificate excluding the entry fee. They may stipulate that this repayment be deferred for up to three years after the member’s departure.

3 Even where the articles of association make no such provision, the cooperative remains entitled to defer the repayment for up to three years where it would cause the cooperative considerable losses or jeopardise its continued existence. Any entitlement of the cooperative to a severance penalty paid by the departing member is unaffected by this provision.

4 The claims of departing members or their heirs prescribe three years after the time at which the settlement becomes payable by the cooperative.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
D. Rights
IV. Entitlement to settlement
2. By law

Art. 865

1 Where the articles of association make no provision for a settlement entitlement, departing members or their heirs have no such entitlement.

2 Where the cooperative is dissolved within one year of the member’s departure or death and the assets are distributed, the departed member or their heirs have the same entitlement as the members present on dissolution.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
I. Duty of loyalty

Art. 866

The members are obliged to safeguard the interests of the cooperative loyally and in good faith.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
II. Duty to make contributions

Art. 867

1 The articles of association define the obligatory contributions.

2 Where the members are obliged to pay in contributions on share certificates or to make other contributions, the cooperative must call them in by registered letter with an appropriate time limit for performance.

3 Where no payment is forthcoming on first request and the member fails to comply within one month of a second call for payment, the member may be declared to have forfeited their rights as member of the cooperative, providing they were previously warned of this consequence by registered letter.

4 Unless the articles of association provide otherwise, the declaration of forfeiture does not release the member from obligations already due or falling due by virtue of their exclusion.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
1. Of the cooperative

Art. 868

The cooperative is liable with its assets for its obligations. It is liable exclusively, unless the articles of association provide otherwise.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
a. Unlimited liability

Art. 869

1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have unlimited personal liability.

2 Where this is the case and creditors suffer losses on the insolvency of the cooperative, the members are jointly and severally liable with their entire assets for all obligations of the cooperative. Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
b. Limited liability

Art. 870

1 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have limited personal liability for the cooperative’s obligations above and beyond their membership contributions and the value of their cooperative shares, although only up to a specified amount.

2 Where shares are held in the cooperative, the amount for which the individual members are liable is determined by the value of their share.

3 Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
c. Liability to make additional contributions

Art. 871

1 Instead of or in addition to such liability, the articles of association may require the members to make additional contributions, which may be used only to cover net losses for the year.

2 The liability to make additional contributions may be unlimited or else limited to specified amounts or to a specified proportion of the member’s contribution or share in the cooperative.

3 Where the articles of association make no provision on how additional contributions are to be shared among the members, the amount due from each is determined according to the value of their shares in the cooperative or, where no such shares exist, on a per capita basis.

4 The additional contributions may be called in at any time. If the cooperative is insolvent, the right to call in additional contributions accrues to the insolvency administrators.

5 In other respects the provisions governing the calling-in of contributions and declaration of forfeiture are applicable.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
d. Inadmissible restrictions

Art. 872

Any provisions made in the articles of association which limit liability to a specific time or to particular obligations or groups of members are void.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
e. Procedure in insolvency

Art. 873

1 In the event of the insolvency of a cooperative in which the members are personally liable or liable to make additional contributions, at the same time as they draw up the schedule of claims the insolvency administrators must determine and call in the provisional personal liability of each individual member or the additional contributions they must make.

2 Irrecoverable amounts must be spread equally among the other members, and surpluses repaid once the final distribution plan has been formulated. The members’ right of recourse against each other is reserved.

3 The provisional determination of members’ obligations and the distribution plan are subject to challenge by appeal on procedural grounds pursuant to the Debt Enforcement and Bankruptcy Act of 11 April 1889[719](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e33996).

4 The procedure is determined by Federal Council ordinance.[720](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34008) 

[719](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e33996) [SR **281.1**](eli/cc/11/529%5F488%5F529/en) 

[720](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34008) Amended by No II 10 of the FA of 20 March 2008 on the Formal Revision of Federal Legislation, in force since 1 Aug. 2008 ([AS **2008** 3437 ](eli/oc/2008/447/en)_3452_;[BBl **2007** 6121](eli/fga/2007/885/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
f. Amendment of liability provisions

Art. 874

1 The provisions governing the personal liability or liability to make additional contributions of the members and the reduction or cancellation of share certificates may be amended only by amending the articles of association.

2 Furthermore, the provisions governing reductions of capital by companies limited by shares apply to any reduction or cancellation of share certificates.[721](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34038) 

3 Any reduction of a member’s personal liability or liability to make additional contributions shall have no effect on obligations that arose prior to publication of the amendment to the articles of association.

4 Where a member’s personal liability or liability to make additional contributions is established or increased, on entry of the resolution in the commercial register it works in favour of all creditors of the cooperative.

[721](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34038) 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
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
g. Liability of new members

Art. 875

1 A person joining a cooperative in which the members are personally liable or liable to make additional contributions has the same liability as the other members for the cooperative’s obligations, including those that arose before the new member joined.

2 Any contrary provision made in the articles of association or by agreement between the members has no effect against third parties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
h. Liability after departure or dissolution

Art. 876

1 Where a member with limited or unlimited liability leaves the cooperative as a result of death or for some other reason, that member remains liable for the obligations arising prior to departure if the cooperative becomes insolvent within one year or any longer period stipulated in the articles of association of the date on which the departure was entered in the commercial register.

2 Any liability to make additional contributions remains effective on the same conditions and subject to the same time limits.

3 Where a cooperative is dissolved, the members likewise remain liable or obliged to make additional contributions if insolvency proceedings are commenced in respect of the cooperative within one year or any longer period stipulated in the articles of association of the date on which such dissolution was entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
i. Notification of accessions and departures for entry in the commercial register

Art. 877

1 Where the members have limited or unlimited liability for the cooperative’s debts or are liable to make additional contributions, the board must notify every accession or departure of a member for entry in the commercial register within three months.

2 Further, every departing or excluded member and the heirs of a member have the right to have the member’s departure, exclusion or death entered in the register on their initiative. The commercial register office must immediately notify the cooperative’s board of any such notification.

3 Licensed insurance cooperatives are exempt from the duty to notify their members for entry in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Four: Rights and Obligations of the Members
E. Duties
III. Liability
2. Of the members
k. Prescriptive periods for liability

Art. 878

1 Creditors’ claims in respect of the personal liability of individual members may be brought by any creditor at any time up to one year after completion of insolvency proceedings, unless the law provides for their extinction at an earlier juncture.

2 The members’ right of recourse against each other likewise prescribes three years after the date of the payment to which the claim relates.[722](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34122) 

[722](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34122) 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)).