brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
VII. Dismissal and suspension

Art. 905

1 The board may at any time dismiss the committees, business managers, executive officers and other registered attorneys and commercial agents that it has appointed.

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

3 Claims for compensation made by persons dismissed or suspended are reserved.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
C. External auditor
I. In general

Art. 906743

1 The external auditor is governed_mutatis mutandis_ by the provisions on companies limited by shares.

2 An ordinary audit of the annual accounts may be requested by:

1.

10 per cent of the members;

2.

 members who together represent at least 10 per cent of the nominal capital;

3.

 members who personally liable or under an obligation to make additional capital contributions.

[743](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34992) 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 Five: Organisation of the Cooperative
C. External auditor
II. Verification of the membership list

Art. 907744

1 In the case of cooperatives in which the members are personally liable or liable to make additional capital contributions, the external auditor must verify that the membership list[745](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35062) has been kept correctly. If the cooperative has no external auditor, the board must arrange for the membership list[746](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35072) to be verified by a licensed auditor.

[744](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35037) 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)).

[745](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35062) Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA;[SR **171.10**](eli/cc/2003/510/en)).

[746](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35072) Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA;[SR **171.10**](eli/cc/2003/510/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
D. Defects in organisation

Art. 908747

In the case of defects in the organisation of a cooperative, the corresponding provisions on companies limited by shares apply.

[747](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35087) 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 Five: Organisation of the Cooperative
D. Defects in organisation

Art. 909 and 910748

[748](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35116) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Six: Dissolution of the Cooperative
A. Grounds for dissolution

Art. 911

The cooperative shall be dissolved:

1.

in accordance with the articles of association;

2.

 by resolution of the general assembly of members;

3.

by the commencement of insolvency proceedings;

4.

in the other cases provided for by law.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Six: Dissolution of the Cooperative
B. Entry in the commercial register

Art. 912749

1 The dissolution of a cooperative must be entered in the commercial register.

2 Notice of dissolution by court judgment must be given by the court to the commercial register office immediately.

3 Notice of dissolution on other grounds must be given by the cooperative to the commercial register office.

[749](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35167) 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 Six: Dissolution of the Cooperative
C. Liquidation, distribution of assets

Art. 913

1 The cooperative shall be liquidated in accordance with the provisions governing companies limited by shares, subject to the following provisions.

2 The assets of the dissolved cooperative remaining after payment of all its debts and repayment of any shares may be distributed among the members only where the articles of association provide for such distribution.

3 Unless the articles of association provide otherwise, in this case the assets are distributed among the members as at the time of dissolution or their legal successors on a per capita basis. The statutory entitlement of departed members or their heirs to a financial settlement is reserved.

4 Where the articles of association make no provision for such distribution among the members, the liquidation surplus must be used for the cooperative’s purpose or to promote charitable causes.

5 Unless the articles of association provide otherwise, the general assembly of members shall decide on this matter.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Six: Dissolution of the Cooperative
D. ...

Art. 914750

[750](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35225) 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
Title Twenty-Nine: The Cooperative
Section Six: Dissolution of the Cooperative
E. Takeover by a public sector corporation

Art. 915

1 Where the assets of a cooperative 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 assembly of members it may be agreed that no liquidation will take place.

2 The resolution of the general assembly of members must be made in accordance with the provisions governing dissolution and notice thereof given to the commercial register office.

3 On entry of such resolution in the commercial register, the transfer of the cooperative’s assets and debts is complete and the cooperative's name must be deleted.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Seven: Liability
A. Liability to the cooperative

Art. 916751

All persons engaged in the administration, business management or auditing or liquidation of the cooperative are liable to the cooperative for the losses arising from any wilful or negligent breach of their duties.

[751](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35265) 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 Seven: Liability
B. Liability to the cooperative, members and creditors

Art. 917

1 Any director or liquidator who wilfully or negligently breaches their statutory duties with regard to the overindebtedness of the cooperative is liable to the cooperative, the individual members and the creditors for the losses arising.

2 Claims for compensation for losses suffered by the members and the creditors only indirectly through harm done to the cooperative must be brought in accordance with the provisions governing companies limited by shares.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Seven: Liability
C. Joint and several liability and recourse

Art. 918

1 Where two or more persons are responsible for the same loss, they are jointly and severally liable.

2 The right of recourse among several defendants shall be determined by the court with due regard to the degree of fault.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Seven: Liability
D. Prescription

Art. 919752

1 A claim for damages against any person held liable under 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.[753](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35340) 

2 If the person liable has committed a criminal offence through his or her 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.

[752](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35320) 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)).

[753](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35340) 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 Seven: Liability
E. Liability in credit and insurance cooperatives

Art. 920

In the case of credit cooperatives and licensed insurance cooperatives, liability shall be determined according to the provisions governing companies limited by shares.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Eight: Cooperative Unions
A. Requirements

Art. 921

Three or more cooperatives may form a cooperative union and constitute it as a cooperative.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Eight: Cooperative Unions
B. Organisation
I. Assembly of delegates

Art. 922

1 Unless the articles of association provide otherwise, the supreme governing body of the cooperative union shall be the assembly of delegates.

2 The articles of association shall determine the number of delegates from the affiliated societies.

3 Unless the articles of association provide otherwise, each delegate shall have one vote.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Eight: Cooperative Unions
B. Organisation
II. Board

Art. 923

Unless the articles of association provide otherwise, the board shall be made up of members from the affiliated cooperatives.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Eight: Cooperative Unions
B. Organisation
III. Monitoring, challenge

Art. 924

1 The articles of association may grant the board of the union the right to monitor the business activities of the affiliated cooperatives.

2 They may the grant the board of the union the right to challenge in court the resolutions made by the individual affiliated societies.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Eight: Cooperative Unions
B. Organisation
IV. Exclusion of new obligations

Art. 925

Accession to a cooperative union may not bring with it any obligations for the members of the acceding cooperative which they do not already have by law or under the articles of association of their own cooperative.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Nine: Involvement of Public Sector Corporations

Art. 926

1 Where public sector corporations such as the Confederation or a canton, district or commune have a public interest in a cooperative, the cooperative’s articles of association may grant that corporation the right to appoint representatives to the board or the external auditor.[754](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35442) 

2 These directors and external auditors appointed by a public sector corporation shall have the same rights and duties as those elected by the cooperative.

3 Only the public sector corporation shall have the right to dismiss the representatives that it appointed to the board and the external auditor.[755](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35468) The public sector corporation is liable to the cooperative, its members and creditors for the actions of these representatives, subject to the rights of recourse under federal and cantonal law.

[754](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35442) 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)).

[755](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35468) First sentence 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 Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
A. Definition and purpose

Art. 927

1 The commercial register is a network of state-run databases. Its primary purpose is the recording and publication of legally relevant information about legal entities, which serves to provide legal certainty and protect third parties.

2 Legal entities for the purpose of this Title are:

1.

sole proprietorships;

2.

general partnerships;

3.

limited partnerships;

4.

companies limited by shares;

5.

partnerships limited by shares;

6.

limited liability companies;

7.

cooperatives;

8.

associations;

9.

foundations;

10.

 limited partnerships for capital investment schemes;

11.

investment companies with fixed capital;

12.

investment companies with variable capital;

13.

public institutions;

14.

branch offices.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
B. Organisation
I. Commercial register authorities

Art. 928

1 The cantons are responsible for running the commercial register offices. They are free to run the commercial register on a cross-cantonal basis.

2 The Confederation shall exercise oversight over the keeping of the commercial register.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
B. Organisation
II. Cooperation between authorities

Art. 928a

1 The commercial register authorities shall work together to fulfil their tasks. They shall provide each other with the information and documents that are required to fulfil their tasks.

2 Unless the law provides otherwise, federal and cantonal courts and administrative authorities shall notify the commercial register offices of facts that require registration, amendment or deletion in the commercial register.

3 Information and notifications are provided free of charge.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
C. Central databases

Art. 928b

1 The Federal Supervisory Authority operates the central databases on the legal entities and persons recorded in the cantonal registers. The central databases allow the registered legal entities and persons to be found, and their data to be linked and differentiated.

2 The Federal Supervisory Authority is responsible for compiling the data for the central database on legal entities. It shall make the public data on legal entities available online free of charge for individual queries.

3 The commercial register offices are responsible for compiling the data for the central database on persons.

4 The Confederationis responsible for the security of the information systems and the legality of the data processing.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
D. OASI number758 and personal number

Art. 928c

1 The commercial register authorities shall use the OASI number systematically to identify natural persons.

2 They shall only disclose the OASI number to other authorities and institutions that require the number to carry out their statutory duties in connection with the commercial register and that are entitled to make systematic use of the number.

3 Natural persons recorded in the central database for persons shall also be allocated a non-descriptive personal number.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
I. Principles

Art. 929

1 Entries in the commercial register must be true and must neither be misleading nor contrary to any public interest.

2 Recording in the commercial register is based on an application. Documents must be provided in support of the information to be recorded.

3 Entries may be made based on a judgment or ruling of a court or an administrative authority or ex officio.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
II. Business identification number

Art. 930

The legal entities entered in the commercial register registered are assigned a business identification number in accordance with the Federal Act of 18 June 2010[759](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35716) on the Business Identification Number.

[759](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35716) [SR **431.03**](eli/cc/2010/705/en)
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
III. Obligation to register and voluntary registration
1. Sole proprietorships and branch offices

Art. 931

1 A natural person who operates a business that in the most recent financial year achieved revenues of at least 100 000 francs must have their sole proprietorships entered in the commercial register at the place of foundation. Exempted from this obligation are members of the liberal professions and farmers who do not operate a commercial business.

2 Branch offices must be entered in the commercial register of the place where they are located.

3 Sole proprietorships and branch offices that are not required to register are nonetheless entitled to be registered.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
III. Obligation to register and voluntary registration
2. Public institutions

Art. 932

1 Public institutions must be entered in the commercial register if they primarily carry on a private gainful economic activity or if the federal, cantonal or communal law requires their registration. They shall be registered at the location of their seat.

2 Public institutions that are not required to register are nonetheless entitled to be registered.
Division Four:756 The Commercial Register, Business Names and Commercial Accounting
Title Thirty:757 The Commercial Register
E. Registration, amendment and deletion
IV. Change in facts

Art. 933

1 If a fact must be entered in the commercial register, any change in this fact must also be recorded.

2 A person no longer associated with an entity is entitled to apply for the entry relating to them to be deleted. The Ordinance regulates the details.
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
1. Legal entities without business operations and without assets

Art. 934

1 If a legal entity is no longer operating as a business and if it no longer has any disposable assets, the commercial register office shall delete it from the commercial register.

2 The commercial register office shall request the legal entity to give notice of any interest in keeping the entry. If there is no response to this request, it shall request other persons concerned to give notice of any such interest by publishing the request in the Swiss Official Commercial Gazette. If there is no response to this request, the legal entity shall be deleted.[760](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e35784) 

3 If other persons concerned give notice of an interest in keeping the entry, the commercial register office shall refer the matter to the court for a decision.

[760](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e35784) 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)).