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 Two: Annual Accounts and Interim Accounts782
C. Notes to the accounts

Art. 959c

1 The notes to the annual accounts supplement and explain the other parts of the annual accounts. They contain:

1.

 details of the principles applied in the annual accounts where these are not specified by law;

2.

 information, breakdowns and explanations relating to items on the balance sheet and in the profit and loss account;

3.

 the total amount of replacement reserves used and the additional hidden reserves, if this exceeds the total amount of new reserves of the same type where the result achieved thereby is considerably more favourable;

4.

other information required by law.

2 The notes to the accounts must also include the following information, unless it is already provided on the balance sheet or in the profit and loss account:

1.

 the business name or name of the undertaking as well as its legal form and registered office;

2.

 a declaration as to whether the number of full-time positions on annual average is no more than 10, 50 or 250;

3.

 the business name, legal form and registered office of undertakings in which direct or substantial indirect shareholdings are held, stating the share of the capital and votes held;

 4.[787](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37181) 

 the number of its own shares that the undertaking itself or the undertakings that it controls hold (Art. 963);

5.

 acquisitions and sales of its own shares and the terms on which they were acquired or sold;

6.

 the residual amount of the liabilities from sale-like leasing transactions and other leasing obligations, unless these expire or may be terminated within twelve months of the balance sheet date expiry or be terminated may;

7.

liabilities vis-à-vis pension schemes;

8.

 the total amount of collateral for third party liabilities;

9.

 the total amount of assets used to secure own liabilities and assets under reservation of ownership;

10.

 legal or actual obligations for which a cash outflow either appears unlikely or is of an amount that cannot be reliably estimated (contingent liabilities);

11.

 the number and value of shares or options on shares held by management or administrative bodies and by employees;

12.

 explanations of exceptional, non-recurring or prior-period items in the profit and loss account;

13.

 significant events occurring after the balance sheet date;

 14.[788](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37234) 

 in the event of the external auditor’s premature resignation or removal: the reasons therefor;

 15.[789](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e37259) 

 all the capital increases and capital reductions that the board of directors has made within a capital band.

3 Sole proprietorships and partnerships may dispense with notes to the accounts if they are not required to file financial reports under the regulations for larger undertakings. If additional information is required in the regulations on the minimum structure of the balance sheet and profit and loss account and the notes to the accounts are dispensed with, this information must be shown directly on the balance sheet or in the profit and loss account.

4 Undertakings with outstanding debentures must provide information on the amounts concerned, interest rates, maturity dates and other conditions.

[787](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37181) 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)).

[788](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37234) 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)).

[789](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e37259) 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)).