brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
L. Arbitral tribunal

Art. 697n518

1 The articles of association may provide that disputes under company law be adjudicated by an arbitral tribunal that has its seat in Switzerland. Unless the articles of association provide otherwise, the arbitration clause is binding on the company, the corporate bodies of the company, the members the corporate bodies and the shareholders.

2 The procedure before the arbitral tribunal is governed by the provisions of Part 3 of the Civil Procedure Code[519](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25490); Chapter 12 of Federal Act of 18 December 1987[520](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e25499) on Private International Law does not apply.

3 The articles of association may regulate the details, in particular by reference to arbitration regulations. They shall in any event ensure that persons who may be directly affected by the legal consequences of the arbitral award are notified of the instigation and conclusion of the proceedings and may participate in appointing the arbitral tribunal and in the proceedings as an intervening party. 

[518](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25462) 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)).

[519](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25490) [SR **272**](eli/cc/2010/262/en) 

[520](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25499) [SR **291**](eli/cc/1988/1776%5F1776%5F1776/en)
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
1. Method of convening the meeting

Art. 699529

1 The general meeting shall be convened by the board of directors or, where necessary, by the external auditors. The liquidators and the representatives of bond creditors shall also have the right to convene general meetings.

2 The ordinary general meeting shall be held annually within six months of the end of the financial year.

3 Shareholders may request that a general meeting be convened, provided they together hold at least one of the following participations:

1.

 in the case of companies whose shares are listed on a stock exchange: 5 per cent of the share capital or of the votes;

2.

 in the case of other companies: 10 per cent of the share capital   
or of the votes.

4 Their request that the meeting be convened must be made in writing. The items on the agenda and motions must be included in the request.

5 Where the board of directors fails to grant such a request within a reasonable time, but at the most within 60 days, the requesting parties may request the court to order that the meeting be convened.  

[529](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25749) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
2. Notice of the annual report

Art. 699a530

1 The shareholders shall be given access to the annual report and the audit reports at least 20 days before the general meeting. If the documents are not electronically accessible, any shareholder may request that they be sent to them in good time. 

2 If the documents are not electronically accessible, any shareholder may for one year following the general meeting request that they be sent the annual report in the form approved by the general meeting together with the audit reports. 

[530](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25803) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
3. Right to table agenda items and motions

Art. 699b531

1 Shareholders may request that items be placed on the agenda, provided they together hold at least one of the following participations:

1.

 in companies whose shares are listed on a stock exchange: 0.5 per cent of the share capital or of the votes;

2.

 in other companies: 5 per cent of the share capital or of the votes.

2 Subject to the same requirements, the shareholders may request that motions relating to items on the agenda be included in the notice convening the general meeting.

3 Shareholders may submit a brief explanation when placing an item on the agenda or tabling a motion. This must be included in the notice convening the general meeting.

4 If the board of directors refuses to accept a request, the requesting parties may request the court to order that items be placed on the agenda or that motions and related explanations be included in the notice convening the general meeting.

5 At the general meeting, any shareholder may table motions in relation to the items on the agenda.

[531](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25844) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
4. Content of the notice convening the meeting

Art. 700532

1 The board of directors shall notify the shareholders that a general meeting is to be convened at least 20 days before the day of the meeting.

2 The following information must be included in the notice convening the meeting:

1.

 the date, the starting time, the form and the location of the general meeting;

2.

the business to be discussed;

3.

 the motions of the board of directors and, in the case of companies whose shares are listed on a stock exchange, a short explanation for these motions;

4.

 if applicable, the shareholders’ motions with a short explanation of each;

5.

 if applicable, the name and the address of the independent voting representative.

3 The board of directors shall ensure that the items on the agenda meet the requirement of unity of subject matter, and shall provide the general meeting with all the information that it requires to decide on its resolutions. 

4 It may present the items on the agenda in the notice convening the meeting in summary form, provided it makes more detailed information available to the shareholders in another way.

[532](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25893) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
5. Universal meeting and consent to a motion

Art. 701533

1 The owners or representatives of all the company’s shares may, if no objection is raised, hold a general meeting without complying with the applicable regulations on convening meetings.

2 This meeting may validly discuss and pass binding resolutions on all matters within the remit of the general meeting, provided that the owners or representatives of all the shares participate.

3 A general meeting may also be held without complying with the applicable regulations on convening meetings if the resolutions are decided in writing on paper or electronically,unless a shareholder or their representative requests an oral debate. 

[533](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25950) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
6. Venue
a. In general

Art. 701a534

1 The board of directors shall decide on the venue for the general meeting.

2 No shareholder shall be unduly obstructed in exercising their rights in connection with the general meeting by the choice ofvenue. 

3 The general meeting may be held in various locations at the same time. In this case, the oral contributions of participants must be transmitted directly in sound and vision to all venues.

[534](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e25991) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
6. Venue
b. Foreign venue

Art. 701b535

1 The general meeting may be held abroad if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting. 

2 In the case of companies whose shares are not listed on a stock exchange, the board of directors may dispense with designating an independent voting representative provided all the shareholders agree. 

[535](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26030) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
7. Use of electronic means
a. Exercise of shareholder rights

Art. 701c536

The board of directors may provide that shareholders who are not present at the general meeting venue are able to exercise their rights electronically.

[536](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26068) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
7. Use of electronic means
b. Virtual general meeting

Art 701d537

1 A general meeting may be held with no venue by electronic means if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting.

2 In the case of companies whose shares are not listed on a stock exchange,the articles of association may provide that the designation of an independent voting representative be dispensed with. 

[537](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26098) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
7. Use of electronic means
c. Requirements for the use of electronic means

Art. 701e538

1 The board of directors shall regulate the use of electronic means.

2 It shall ensure that:

1.

 the identity of the participants is established;

2.

 the oral contributions at the general meeting are directly transmitted;

3.

 each participant can table motions and participate in the debate;

4.

 the result of the vote cannot be falsified.

[538](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26134) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
II. Convening and conducting the general meeting
7. Use of electronic means
d. Technical problems

Art. 701f 539

1 If technical problems arise during the general meeting, with the result that the general meeting cannot be duly conducted, the meeting must be held again.

2 Resolutions that the general meeting has passed before the technical problems arise remain valid.

[539](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26181) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
III. Preparatory measures; minutes

Art. 702540

1 The board of directors shall take the measures required to determine who has the right to vote.

2 It shall ensure that minutes are kept. These record:

1.

 the date, the starting and end times, the form and the venue of the general meeting;

2.

 the number, the type, the nominal value and the class of shares represented, with details of the shares represented by the independent voting representative, by voting representatives for corporate bodies and by custodians acting as representatives;

3.

 the resolutions and results of the elections;

4.

 the requests for information made at the general meeting and the answers given in reply;

5.

 the statements made by shareholders for the record;

6.

 any significant technical problems that arise during the general meeting.[541](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26257) 

3 The minutes must be signed by the minute-taker and by the person chairing the general meeting.[542](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26280) 

4 Any shareholder may request access to the minutes within 30 days following the general meeting.[543](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26305) 

5 In the case of companies whose shares are listed on a stock exchange, the resolutions and the election results with details of the exact the percentage of votes for and against shall be made electronically accessible within 15 days following the general meeting.[544](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26328) 

[540](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26214) 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)).

[541](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26257) 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)).

[542](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26280) 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)).

[543](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26305) 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)).

[544](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26328) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
IV. Right of members of the board of directors and the executive board to make a statement; Right of the board of directors to table motions

Art. 702a545

1 If members of the board of directors or the executive board participate in the general meeting, they may make a statement on any item on the agenda.

2 The board of directors may table motions on any item on the agenda.

[545](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26354) 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) ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
V. Resolutions and elections
1. In general

Art. 703546

1 Unless otherwise provided by law or the articles of association, the general meeting shall pass resolutions and conduct elections by a majority of the shares bearing voting rights represented.

2 The articles of association may provide that in the event of a tie, the person chairing the meeting has the casting vote.

[546](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26405) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
V. Resolutions and elections
3. Conversion of bearer shares into registered shares

Art. 704a551

The resolution of the general meeting on converting bearer shares into registered shares may be passed by a majority of votes cast. The articles of association must not impede the conversion.

[551](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26589) Inserted 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 Three Organisation of the Company Limited by Shares
A. The General Meeting
V. Resolutions and elections
4. Notice the items on the agenda

Art. 704b552

No resolutions may be passed on motions relating to agenda items for which due notice has not been given; exceptions to this are motions to convene an extraordinary general meeting or to carry out a special audit and to appoint an external auditor.

[552](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26614) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
VI. Right to remove553

Art. 705

1 The general meeting may remove any persons that it has elected.[554](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26672) 

2 The claims for compensation of persons thus dismissed are reserved.

  
[554](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26672) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section Three Organisation of the Company Limited by Shares
A. The General Meeting
VII. Challenging resolutions of the general meeting
1. Right of action and grounds555

Art. 706

1 The board of directors and every shareholder may challenge resolutions of the general meeting which violate the law or the articles of association by bringing action against the company before the court.

2 In particular, challenges may be brought against resolutions which

1.

 remove or restrict the rights of shareholders in breach of the law or the articles of association;

2.

 remove or restrict the rights of shareholders in an improper manner;

3.

 give rise to the unequal treatment or disadvantaging of the shareholders in a manner not justified by the company’s objects;

4.

 transform the company into a non-profit organisation without the consent of all the shareholders.[556](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26748) 

3–4 …[557](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e26767) 

5 A court judgment that annuls a resolution made by the general meeting is effective for and against all the shareholders.

[556](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26748) 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)).

[557](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e26767) Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/en)).