brunnolou/swiss-code-of-obligations huggingface dataset:
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
B. Bond representative
III. Lapse of authority

Art. 1162

1 The creditors’ meeting may revoke or modify the authority conferred on a representative at any time.

2 The authority of a representative appointed under the bond issue conditions may be revoked or modified at any time by resolution of the community of creditors with the consent of the borrower.

3 On application by a bond creditor or the borrower, the court may declare such authority extinguished for good cause.

4 Where the representative’s authority lapses for whatever reason, at the request of a bond creditor or the borrower, the court orders the measures necessary to protect the bond creditors and the borrower.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
B. Bond representative
IV. Costs

Art. 1163

1 The costs of all representative arrangements envisaged in the bond issue conditions are borne by the borrower.

2 The costs of representation appointed by the community of creditors are covered by payments made by the borrower and deducted from all bond creditors in proportion to the nominal value of the bonds they hold.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
I. In general

Art. 1164

1 The community of creditors is authorised within the bounds of the law to take all measures required to safeguard the collective interests of the bond creditors, in particular as regards any financial difficulties encountered by the borrower.

2 The resolutions of the community of creditors are made by the creditors’ meeting and are valid providing they satisfy the requirements laid down by the law in general or for specific measures.

3 The individual bond creditors are not entitled to assert their rights independently to the extent that valid resolutions on the matters in question have been made by the creditors’ meeting.

4 The costs of convening and holding the creditors’ meeting are borne by the borrower.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
II. Convocation
1. In general

Art. 1165

1 The creditors’ meeting is convened by the borrower.

2 The borrower is obliged to convene it within 20 days if so requested by bond creditors together holding at least one-twentieth of the bond capital in circulation or by the bond representative in writing with an indication of the purpose of and reasons for the meeting.

3 In the event that the borrower fails to comply with such request, the court may authorise the applicant to convene a creditors’ meeting of his own accord. The court at the current or last seat of the debtor in Switzerland has mandatory jurisdiction.[835](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42179) 

4 If the debtor has or had only a branch office in Switzerland, the court at the location of this branch office has mandatory jurisdiction.[836](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42197) 

[835](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42179) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[836](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42197) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
II. Convocation
2. Moratorium

Art. 1166

1 From the date on which the invitation to the creditors’ meeting is duly published until the final outcome of the composition proceedings, all due claims of the bond creditors are subject to a stay of enforcement.

2 Such stay is not a suspension of payments within the meaning of the Debt Collection and Bankruptcy Act of 11 April 1889[837](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42225); the creditors may not apply for the commencement of insolvency proceedings without prior debt enforcement.

3 For the duration of the stay, such prescriptive and forfeiture periods as can be interrupted by debt enforcement are suspended for the due claims of the bond creditors.

4 Where the borrower abuses the right to obtain a stay of enforcement, at the request of a bond creditor it may be lifted by the higher cantonal composition authority.

[837](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42225) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
III. Holding the meeting
1. Voting right

Art. 1167

1 Each owner of a bond or his representative, or in the case of bonds under a usufruct either the usufructuary or his representative, has the right to vote. However, the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising the right to vote.

2 Bonds owned by or held in usufruct by the borrower confer no right to vote. However, where bonds belonging to the borrower have been given in pledge, the pledgee is entitled to exercise the associated right to vote.

3 A charge or special lien held by the borrower on bonds does not preclude the right to vote of the owners of such bonds.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
III. Holding the meeting
2. Representation of individual bond creditors

Art. 1168

1 Representation of bond creditors requires a written power of attorney, unless such representation has its basis in law.

2 The borrower is excluded from representing bond creditors with right to vote.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
C. Creditors’ meeting
IV. Procedure

Art. 1169

The Federal Council shall enact provisions governing convening the creditors’ meeting, giving notice of the agenda, proving entitlement to participate in the creditors’ meeting, chairing the general meeting and recording and giving notice of its resolutions.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
1. Admissibility and required majority
a. In the case of only one community of creditors

Art. 1170

1 A majority of at least two-thirds of the bond capital in circulation is required to pass a valid resolution in connection with the following measures:

1.

 moratorium on interest for up to five years, with the option of extending the moratorium twice for up to five years each time;

2.

 waiver of up to five years’ worth of interest within a seven-year period;

3.

 decrease of the interest rate by up to one-half of the rate envisaged in the bond issue conditions or conversion of a fixed interest rate into a rate dependent on the business results, both measures to last for up to ten years, with the option of an extension for up to five years;

4.

 extension of the redemption time limit by up to ten years by means of a reduction in the annual payment or an increase in the number of the redemption shares or temporary suspension of such payments, with the option of an extension for up to five years;

5.

 suspension of a bond issue now due or maturing within five years or of portions thereof for up to ten years, with the option of an extension for up to five years;

6.

 authorisation of an early redemption of the bond capital;

7.

 granting of a priority lien for new capital raised for the issuing company and changes to the collateral provided for a bond issue or full or partial waiver of such collateral;

8.

 consent to an amendment of the provisions governing restrictions on issues of bonds in relation to the share capital;

9.

 consent to a full or partial conversion of bonds into shares.

2 These measures may be combined.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
1. Admissibility and required majority
b. In the case of several communities of creditors

Art. 1171

1 Where there is more than one community of creditors, the borrower may propose one or more of the measures described in the previous Article to the different communities of creditors simultaneously, subject to the proviso that, where one such measure is proposed, it will be valid only if accepted by all the communities of creditors and that in addition, where two or more such measures are proposed, the validity of each measure is conditional on acceptance of all the others.

2 Proposals are deemed accepted where they obtain the consent of persons representing at least two-thirds of the bond capital in circulation of all such communities of creditors combined and at the same time are accepted by a majority of the communities of creditors and, within each community of creditors, by at least a simple majority of the bond capital represented.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
1. Admissibility and required majority
c. Determining the majority

Art. 1172

1 When determining the total bond capital in circulation, bonds that do not confer right to vote shall be disregarded.

2 Where a motion put to the creditors’ meeting fails to attain the requisite number of votes, the borrower may register votes making up the shortfall by written and authenticated declarations made within two months of the date of the meeting to the chairman of the meeting and thereby bring about a valid resolution.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
2. Restrictions
a. In general

Art. 1173

1 No bond creditor may be required by resolution of the community of creditors to tolerate an encroachment on the creditors’ rights other than those envisaged in Article 1170 or to make payments that were neither envisaged in the bond issue conditions nor agreed with him when the bonds were issued.

2 The community of creditors may not extend the creditors’ rights without the consent of the borrower.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
2. Restrictions
b. Equal treatment

Art. 1174

1 The persons making up a community of creditors must all be equally affected by any resolution to adopt compulsory measures, unless every disadvantaged creditor expressly agrees to such measures.

2 The ranking of charge creditors must not be changed without their consent. Article 1170 letter 7 is reserved.

3 Undertakings and dispositions whereby individual creditors are favoured over others belonging to the community of creditors are void.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
2. Restrictions
c. Statement and balance sheet

Art. 1175838

An application to take the measures described in Article 1170 may be made by the borrower and considered by the creditors’ meeting only on the basis of status report drawn up as at the date of the creditors’ meeting or a balance sheet drawn up as at a date no more than six months prior to the meeting in accordance with standard practice and, where applicable, certified by the external auditor as true and fair.

[838](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42391) 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;[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
3. Official approval
a. In general

Art. 1176

1 Resolutions involving an encroachment on creditors’ rights are effective and binding on the bond creditors who did not vote in favour of them only if they have been approved by the higher cantonal composition authority.

2 The borrower must submit them within one month of their adoption to said authority for approval.

3 The time and date of the hearing is published together with a notice to the bond creditors informing them that they may raise objections in writing or in person at the hearing.

4 The costs of the approval procedure are borne by the borrower.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
3. Official approval
b. Requirements

Art. 1177

Official approval may be refused only where:

1.

 the provisions governing the convocation of the creditors’ meeting and its adoption of resolutions were infringed;

2.

 it transpires that a resolution intended to avert financial hardship from the borrower was not necessary;

3.

 the collective interests of the bond creditors are not sufficiently protected;

4.

 the resolution was brought about by dishonest means.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
3. Official approval
c. Appeal

Art. 1178

1 Once approval has been given, it may be challenged as illegal or inappropriate within 30 days before the Federal Supreme Court by any bond creditor who did not vote for the resolution, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable.

2 Similarly, a decision to refuse approval may be challenged by bond creditors who voted in favour of the resolution or by the borrower.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
I. Encroachment on creditors’ rights
3. Official approval
d. Revocation

Art. 1179

1 If it subsequently transpires that the resolution of the creditors’ meeting was brought about by dishonest means, at the request of a bond creditor the higher cantonal composition authority may revoke approval in part or in full.

2 An application for revocation must be filed within six months of the date on which the bond creditors learned of the grounds for challenge.

3 Revocation may be challenged as unlawful or unreasonable within 30 days before the Federal Supreme Court by the borrower and by any bond creditor, in which case the legal procedure envisaged for matters concerning debt collection and bankruptcy is applicable. Similarly, a refusal to revoke approval may be challenged by any bond creditor who requested such revocation.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
II. Other resolutions
1. Authority of the bond representative

Art. 1180

1 The consent of persons representing more than one-half of the bond capital in circulation is required to revoke or modify the authority conferred on a bond representative.

2 The same majority is required for a resolution to grant a bond representative authority to safeguard the rights of all the bond creditors in insolvency proceedings.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
II. Other resolutions
2. On other matters

Art. 1181

1 Resolutions which neither encroach on the creditors’ rights nor impose further material contributions on the creditors require merely an absolute majority of the votes represented, unless the law stipulates otherwise or the bond issue conditions impose stricter requirements.

2 The majority is determined in all cases according to the nominal value of the bond capital conferring right to vote that is represented at the creditors’ meeting.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
D. Resolutions of the community of creditors
II. Other resolutions
3. Challenge

Art. 1182

Any resolution within the meaning of Articles 1180 and 1181 which contravenes the law or contractual provisions may be challenged in court by a member of the community of bond creditors who did not vote for it within 30 days of the date on which he learned of it.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
E. Special cases
I. Insolvency of the borrower

Art. 1183

1 Where a borrower becomes insolvent, the insolvency administrators must convene a meeting of the bond creditors without delay, at which an existing representative or a representative appointed by the meeting is granted authority to safeguard the rights of all the bond creditors in insolvency proceedings.

2 Where no resolution is made to grant such authority, each bond creditor represents his rights independently.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
E. Special cases
II. Composition agreement

Art. 1184

1 In composition proceedings, subject to the provisions governing bonds secured by a charge, no special resolution is made by the bond creditors on their position towards the composition agreement, and their consent is governed exclusively by the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889[839](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e42544).

2 The provisions governing the community of creditors apply to creditors holding bonds secured by a charge, to the extent that any restriction of their creditors’ rights is to be imposed above and beyond the effects of the composition proceedings.

[839](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42544) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
E. Special cases
III. Bonds issued by railway or inland waterways transport companies

Art. 1185

1 The provisions of this Chapter are applicable to bond creditors of railway or inland waterways transport companies, subject to the following special provisions.

2 A request for convocation of a creditors’ meeting must be made to the Federal Supreme Court.

3 The Federal Supreme Court is responsible for convening the creditors’ meeting and the recording, approval and implementation of its resolutions.

4 On receipt of a request for convocation of a creditors’ meeting, the Federal Supreme Court may order a stay of enforcement with the effects envisaged in Article 1166.
Division Five:801 Negotiable Securities
Title Thirty-Four: Bonds
Section Two:834 Community of Bond Creditors
F. Differing agreements

Art. 1186840

1 The rights conferred by law on the community of creditors and the bond representative may only be excluded, amended or restricted by the bond issue conditions or other special agreements between the creditors and the borrower if a majority of creditors are still entitled to amend the bond conditions.

2 Where bonds are publicly issued in whole or in part outside Switzerland, the provisions of another legal system related to the public issue of bonds concerning the community of creditors, its representation, meeting and resolutions may be declared applicable instead of the provisions of this section.

[840](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e42580) Amended by Annex No 2 of the FA of 17 Dec. 2021 (Insolvency and Deposit Protection), in force since 1 Jan. 2023 ([AS **2022** 732](eli/oc/2022/732/en);[BBl **2020** 6359](eli/fga/2020/1555/en)).