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
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
a. Principles

Art. 653j394

1 The general meeting may pass a resolution on reducing the share capital. The board of directors shall prepare for and carry out the reduction.

2 The capital may be reduced by reducing the nominal value or by cancelling shares.

3 The share capital may only be reduced below 100,000 francs provided it is at the same time increased again at least to this amount. If the share capital is in a foreign currency, it must be replaced by capital with a value equivalent to at least 100,000 francs.

4 An application to register the reduction of the share capital must be filed with the commercial register office within six months of the resolution of the general meeting, otherwise the resolution becomes invalid.

[394](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21127) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
b. Securing claims

Art. 653k395

1 If the share capital is reduced, the board of directors shall notify the creditors that they may request security by registering their claims. The notice must be published in the Swiss Official Gazette of Commerce.Applications to register claims must be made in writing, specifying the amount of and legal grounds for the claim. 

2 The company must secure the creditors’ claimsto the extent that the previous cover has been reduced by the capital reduction, provided the creditors request it to do so within 30 days of publication in the Swiss Official Gazette of Commerce.

3 The obligation to secure claims lapses if the company meets the claim or proves that there is no risk that the claim will not be met as a result of reducing the share capital. Ifthe audit confirmation is available, it may be presumed that there is no risk that the claim will not be met. 

[395](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21167) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
c. Interim account

Art. 653l396

If the balance sheet date is more than six months in the past at the time the general meeting passes a resolution to reduce the share capital, the company must prepare an interim account.

[396](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21211) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
d. Audit confirmation

Art. 653m397

1 Based on the account and the result of the call on creditors, a licensed audit expert must confirm in writing that the creditors’ claims will be fully covered even if the share capital is reduced.

2 If the audit confirmation is already available at the time that the general meeting passes the resolution, the board of directors shall give notice of the result. The licensed audit expert must be present at the general meeting unless the meeting has dispensed with such presence by unanimous resolution.

[397](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21241) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
e. Resolution of the general meeting

Art. 653n398

The resolution of the general meeting on reducing the share capital must be done as a public deed and contain the following information:

1.

 the nominal value or if applicable the maximum nominal value by which the share capital will be reduced;

2.

 the method for carrying out the capital reduction, in particular whether the reduction is made by reducing the nominal value or by cancelling shares;

3.

 the way in which the reduced amount is to be used.

[398](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21275) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
1. Ordinary capital reduction
f. Amendment of the articles of association and declarations of the board of directors; Entry in the commercial register

Art. 653o399

1 If all the requirements for reducing the share capital are met, the board of directors shall amend the articles of association and declare that the requirements under the law, the articles of association and the general meeting resolution are met at the time of the declarations and that it has received the supporting documents on which the capital reduction is based.

2 The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed. The notary must specify the supporting documents on which the capital reduction is based, and confirm that the documents were presented to him or her. The supporting documents must be attached to the public deed.

3 Funds released by capital reduction may only be paid out to shareholders after the capital reduction has been entered in the commercial register.

[399](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21315) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
2. Capital reduction in the event of negative net worth

Art. 653p400

1 If the share capital is reduced in order to partly or fully correct a situation of negative net worth caused by losses and if a licensed audit expert confirms to the general meeting that the amount of the capital reduction does not exceed the amount of the negative net worth, the provisions relating to an ordinary capital reductionon securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply.  

2 The resolution of the general meeting shall contain the information specified in Article 653_n_. It shall make reference to the result of the audit report and amend the articles of association.

[400](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21352) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
3. Simultaneous reduction and increase in share capital
a. Principle

Art. 653q401

1 If the share capital reduced and at the same time increased to at least the previous amount and if the amount of the contribution paid is not reduced, the provisions relating to an ordinary capital reductionon securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply.

2 However, the provisions relating to an ordinary capital increase apply _mutatis mutandis_.

3 The board of directors need not amend the articles of association, provided the number and the nominal value of the shares and the amount of the contributions made thereon remain unchanged.

[401](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21394) 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 One: General Provisions
I. Increase and reduction in the share capital
III. Reducing the share capital
3. Simultaneous reduction and increase in share capital
b. Cancellation of shares

Art. 653r402

1 If the share capital is reduced to zero for the purpose of restructuring and then increased again, the current membership rights of the shareholders lapse at the time of the reduction. Issued shares must be cancelled.

2 When the share capital is increased again, the former shareholders have subscription rights that may not be withdrawn from them.

[402](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21436) 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 One: General Provisions
I. Increase and reduction in the share capital
IV. Capital band
1. Authorisation

Art. 653s403

1 The articles of association may authorise the board of directors to vary the share capital within a bandwidth (capital band) for a period not exceeding five years. They shall specify the limits within which the board of directors may increase and reduce the share capital.

2 The upper limit of the capital band may not exceed the share capital specified in the commercial register by more than half. The lower limit of the capital band may not be less than half of the share capital specified in the commercial register.  

3 The articles of association may restrict the powers of the board of directors. They may in particular provide that the board of directors may only increase or only reduce the share capital.

4 The articles of association may only authorise the board of directors to reduce the share capital if the company has not dispensed with a limited audit of the annual accounts.

[403](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21472) 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 One: General Provisions
I. Increase and reduction in the share capital
IV. Capital band
2. Principles in the articles of association

Art. 653t404

1 If a capital band is introduced, the articles of association must specify the following:

1.

 the lower and the upper limit of the capital band;

2.

 the date on which the board of directors’ authority to alter the share capital ends;

3.

 restrictions on and conditions and requirements for authorisation;

4.

 thenumber, nominal value and type of shares and the preferential rights of individual classes of shares or participation certificates;

5.

 the nature and value of special privileges and the names of the beneficiaries;

6.

 restrictions on the transferability of newly registered shares;

7.

 any restriction or cancellation of the subscription right or the good cause for which the board of directors may restrict or cancel the subscription right, and the allocation of subscription rights that have not been exercised or have been withdrawn;

8.

 the requirements for exercising contractually acquired subscription rights;

9.

 the authorisation of the board of directors to increase the capital with contingent capital and the information specified in Article 653_b_;

10. 

the authorisation of the board of directors to create participation capital. 

2 On expiry of its authorisation, the board of directors shall cancel the provisions governing the capital band in the articles of association.

[404](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21513) 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 One: General Provisions
I. Increase and reduction in the share capital
IV. Capital band
3. Increasing and reducing the share capital within the capital band

Art. 653u405

1 The board of directors may, within the limits of its authority, increase and reduce the share capital.

2 If the board of directors decides to increase or reduce the share capital, it shall issue the required provisions, unless they are contained in the general meeting’s resolution on authorisation.

3 In the case of a reduction of the share capital within the capital band, the provisions on securing claims, the interim account and the audit confirmation in the case of an ordinary capital reduction apply _mutatis mutandis_. 

4 Following any increase or reduction in the share capital, the board of directors shall make the required declarations and shall amend the articles of association accordingly. The resolution on the amendment of the articles of association and the declarations of the board of directors must be done in a public deed.

5 Otherwise, the rules on an ordinary capital increase, a capital increase from contingent capital and a capital reduction apply _mutatis mutandis_.

[405](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21594) 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 One: General Provisions
I. Increase and reduction in the share capital
IV. Capital band
4. Increase or reduction of the share capital by the general meeting

Art. 653v406

1 If the general meeting resolves to increase or reduce the share capital or to change the currency of the share capital during the term of theboard of directors’ authorisation, the resolution on the capital band shall lapse. The articles of association must be amended accordingly.

2 If the general meeting resolves to introduce contingent capital, the upper and lower limits of the capital band shall increase to the extent of the increase in the share capital. The general meeting may instead subsequently resolve to authorise the board of directors to increase the capital with conditional capital within the limits of the existing capital range. 

[406](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21646) 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 One: General Provisions
I. Increase and reduction in the share capital
V. Preference shares
1. Require-ments407

Art. 654

1 Pursuant to or by amendment of the articles of association, the general meeting may resolve that preference shares be issued or that existing shares be converted into preference shares.

2 Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association.

3 The same applies to any proposal to vary or cancel preferential rights attached to the preference shares that were conferred pursuant to the articles of association.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
I. Increase and reduction in the share capital
V. Preference shares
1. Require-ments407

Art. 655408

[408](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21728) 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)).
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
I. Increase and reduction in the share capital
V. Preference shares
2. Status of preference shares409

Art. 656

1 Preference shares enjoy the preferential rights vis-à-vis ordinary shares that are expressly conferred on them by the original articles of association or by amendment thereof. In other respects, they are of equal status with the ordinary shares.

2 In particular, preferential rights may relate to the dividend, with or without rights to cumulative dividends, to the share in the proceeds of liquidation and to subscription rights in the event that new shares are issued.
Division Three: Commercial Enterprises and the Cooperative278
Twenty-Sixth title:295 The Company Limited by Shares
Section One: General Provisions
J. Participation certificates
I. Definition; applicable regulations410

Art. 656a411

1 The articles of association may provide for participation capital divided into specific amounts (participation certificates). These participation certificates must be in the same currency as the share capital. They are issued against a capital contribution, have a nominal value and do not confer the right to vote.[412](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21825) 

2 Unless otherwise provided by law, the provisions governing share capital, shares and shareholders also apply to the participation capital, participation certificates and participation certificate holders.

3 The participation certificates must be designated as such.

4 Participation capital may be created:

1.

on foundation;

2.

by an ordinary capital increase;

3.

 by a capital increase from contingent capital;

4.

 within a capital band.[413](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21868) 

5 The conversion of shares into participation certificates requires the consent of all the shareholders concerned.[414](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e21891) 

[411](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21805) Inserted 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)).

[412](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21825) 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)).

[413](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21868) 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)).

[414](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21891) 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 One: General Provisions
J. Participation certificates
II. Participation and share capital

Art. 656b415

1 The part of the participation capital composed of participation certificates that are listed on a stock exchange may not exceed ten times the share capital specified in the commercial register. The remaining part of the participation capital must not exceed an amount equal to double the share capital specified in the commercial register.

2 The provisions governing minimum capital do not apply.

3 The participation capital must be added to the share capital when:

1.

forming the statutory retained earnings;

2.

 using the statutory capital reserves and retained earnings;

3.

 assessing whether there is a situation of negative net worth or loss of capital;

4.

 restricting the extent of an increase in capital from contingent capital;

5.

 determining the lower and upper limits of a capital band.

4 The thresholds must be calculated separately for shareholders and participation certificate holders when:

1.

 instigating a special investigationin the event that a related motion is rejected by the general meeting;

2.

dissolving the company by court judgment;

3.

 giving notice of the beneficial owner in accordance with Article 697_j_.

5 They shall be calculated:

1.

 based on the shares issued for the acquisition of the company’s own shares;

2.

 based on the participation certificates issued for the acquisition of the company’s own participation certificates.

6 They shall be calculated based solely on the share capital:

1.

 for the right to convene the general meeting;

2.

 for the right to table agenda items and motions.

[415](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e21917) Inserted by No I of the FA of 4 Oct. 1991 ([AS **1992** 733](eli/oc/1992/733%5F733%5F733/en);[BBl **1983** II 745](eli/fga/1983/2%5F745%5F757%5F713/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)).