brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section One: General Provisions
M. Reduction of the nominal capital

Art. 782

1 The members’ general meeting may resolve to reduce the nominal capital.

2 The nominal capital may be reduced to less than 20 000 francs provided it is at the same time increased again at least to this amount.[670](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31131) 

3 In order to eliminate a deficit balance caused by losses, the nominal capital may be reduced only if the company members have paid the additional financial contributions provided for in the articles of association in full.

4 In addition, the relevant regulations on the reduction of the capital of a company limited by shares apply.

[670](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31131) 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-Eight:655 The Limited Liability Company
Section One: General Provisions
N. Acquisition of own capital contributions

Art. 783

1 A company may acquire its own capital contributions only if freely disposable equity capital of a value equivalent to the required funds is available and the total nominal value of these capital contributions does not exceed ten per cent of the nominal capital.

2 Where capital contributions are acquired in connection with a restriction on transfer or the departure or exclusion of a member, the maximum amount that may be acquired is 35 per cent. The capital contributions in excess of 10 per cent of the nominal capital must be sold within two years or cancelled by means of a reduction in capital.

3 Where the capital contributions that are to be acquired are tied to an obligation to make additional financial or material contributions, this must be cancelled before acquisition.

4 In addition, the relevant regulations on the acquisition by a company limited by shares of its own shares apply to the acquisition by a limited liability company of its own capital contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
I. Official document

Art. 784

1 Where an official document is issued in respect of capital contributions, this may only take the form of a document in proof or registered security.

2 The official document must bear the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
1. Assignment
a. Form

Art. 785

1 The assignment of a capital contribution as well as an obligation to assign must be done in writing.

2 The contract of assignment must contain the same information on rights and obligations under the articles of association as the document on subscription to the capital contribution, unless the acquirer is already a member.[671](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31210) 

[671](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31210) Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
1. Assignment
b. Consent requirements

Art. 786

1 An assignment of a capital contribution requires the consent of the members’ general meeting. The members’ general meeting may refuse consent without stating its reasons.

2 The articles of association made deviate from the foregoing by:

1.

 waiving the requirement of consent to the assignment;

2.

 stating the grounds justifying refusal of consent to the assignment;

3.

 providing that consent to the assignment may be refused if the company offers to acquire the capital contribution from the seller at its true value;

4.

prohibiting any assignment;

5.

 providing that consent to the assignment may be refused if there is doubt that obligations under the articles of association to make additional financial or material contributions will be fulfilled and security requested by the company is not provided.

3 Where the articles of association prohibit assignment or the members' general meeting refuses to consent to the assignment, the right to resign for good cause is reserved.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
1. Assignment
c. Transfer of rights

Art. 787

1 Where the consent of the members’ general meeting is required for the assignment of capital contributions, assignment becomes legally effective only when this consent is granted.

2 If the members’ general meeting fails to refuse consent to the assignment within six months of its receipt, consent is deemed to have been granted.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
2. Special forms of acquisition

Art. 788

1 Where capital contributions are acquired through inheritance, distribution of an estate, matrimonial property law or enforcement proceedings, all related rights and obligations shall be transferred to the acquirer without requiring the consent of the members’ general meeting.

2 In order to exercise right to vote and related rights, however, the acquirer shall require the recognition of the members’ general meeting as a company member who is eligible to vote.

3 The members’ general meeting may refuse such recognition only if the company offers to acquire the capital contributions from the acquirer at their true value. The offer may be made for the company's own account or for the account of other company members or third parties. Unless the acquirer rejects the offer within a month of receiving notice of the true value, the offer is deemed to be accepted.

4 Unless the members’ general meeting rejects the request for recognition within six months of its receipt, recognition is deemed to be granted.

5 The articles of association may waive the requirement of recognition.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
3. Determining the true value

Art. 789

1 If the law or the articles of association stipulate that the true value of the capital contributions should be determined, the parties may request the court to make the valuation.

2 The court shall allocate the costs of the proceedings and the valuation at its discretion.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
4. Usufruct

Art. 789a

1 The creation of a usufruct over capital contributions is governed by the regulations on the transfer of capital contributions.

2 If the articles of association prohibit assignment, then the creation of a usufruct over capital contributions is also prohibited.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
II. Transfer
5. Charge

Art. 789b

1 The articles of association may provide that the creation of a charge over capital contributions requires the consent of the members’ general meeting. This may refuse its consent only for good cause.

2 If the articles of association prohibit assignment, then the creation of a charge over capital contributions is also prohibited.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
III. Register of contributions

Art. 790

1 The company shall keep a register of capital contributions. It must be kept in such a manner that it can be accessed at any time in Switzerland.[672](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31345) 

2 The following information must be entered in the register of contributions:

1.

 the names and addresses of the company members;

2.

 the number, the nominal value and, if applicable, the class of the capital contributions of each company member;

3.

the names and addresses of usufructuaries;

4.

 the names and addresses of charge creditors.

3 Company members not entitled to exercise the right to vote and related rights must be specifically indicated as company members without the right to vote.

4 Company members have the right to inspect the register of contributions.

5 The documents on which an entry is based must be retained for ten years following the deletion of the person concerned from the register of capital contributions.[673](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e31385) 

[672](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31345) Second sentence 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)).

[673](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31385) 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
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
IIIbis. Notice of the beneficial owner of the capital contributions

Art. 790a674

1 Any person who alone or by agreement with third parties acquires capital contributions and thus reaches or exceeds the threshold of 25 per cent of the nominal capital or rights to vote must within one month give notice to the company of the first name and surname and the address of the natural person for whom it is ultimately acting (the beneficial owner).

2 If the company member is a legal entity or partnership, each natural person that controls the company member in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the company member must give notice of this to the company.

3 If the company member is a company whose participation rights are listed on a stock exchange, if the company member is controlled by such a company in accordance with Article 963 paragraph 2, or if the company member controls such a company in this sense, it must only give notice of this fact and provide details of the company’s name and registered office.

4 The company member must within three months give notice to the company of any change to the first name or surname or the address of the beneficial owner.

5 The provisions of the law on companies limited by shares relating to the register of beneficial owners (Art. 697_l_) and the consequences of failing to comply with the obligations to give notice (Art. 697_m_) apply mutatis mutandis.

[674](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31409) Inserted by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)). Amended by No I 1 of the FA of 21 June 2019 on the Implementation of the Recommendations of the Global Forum on Transparency and the Exchange of Information for Tax Purposes, in force since 1\. Nov. 2019 ([AS **2019** 3161](eli/oc/2019/583/en);[BBl **2019** 279](eli/fga/2019/18/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
IV. Entry in the commercial register

Art. 791675

The company members, together with the number and the nominal value of their capital contributions must be entered in the commercial register.

[675](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31460) 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-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
A. Capital contributions
V. Common property

Art. 792

Where a capital contribution has two or more holders:

1.

 they must designate one person as their representative; they may exercise the rights conferred by the capital contribution only through this person;

2.

 they are jointly and severally liable in respect of obligations to make additional financial and material contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
B. Payment of capital contributions

Art. 793

1 The company members are obliged to make a payment corresponding to the issue price of their capital contributions.

2 The payments may not be refunded.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
C. Liability of the company members

Art. 794

The company is liable for its obligations to the extent of the company assets only.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount

Art. 795

1 The articles of association may require the company members to make additional capital contributions.

2 If the articles of association provide for an obligation to make additional financial contributions, they must stipulate the amount of additional capital that may be required to be paid for each capital contribution. This may not exceed twice the nominal value of the capital contribution.

3 The company members are liable only to the extent of the additional financial contributions to be made on their own capital contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
2. Call for additional financial contributions

Art. 795a

1 Additional financial contributions shall be called in by the managing directors.

2 They may be called in only if:

1.

 the sum of the nominal capital and statutory reserves is no longer covered;

2.

 the company is unable to continue its business affairs in the proper manner without the additional funds;

3.

 the company requires equity capital for reasons specified in the articles of association.

3 Additional financial contributions shall become due for payment if the company is declared bankrupt.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
3. Repayment

Art. 795b

Additional financial contributions may only be refunded in full or in part if the amount is covered by freely disposable equity capital and a licensed audit expert confirms the same in writing.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
4. Reduction

Art. 795c

1 An obligation under the articles of association to make additional financial contributions may be reduced or abolished only if the nominal capital and the statutory reserves are fully covered.

2 The relevant regulations on the reduction of the nominal capital apply.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
5. Continuation

Art. 795d

1 Company members who resign from the company remain subject to the obligation to make additional financial contributions for three further years subject to the following restrictions. The time of resignation is determined by the entry in the commercial register.

2 Company members who have been excluded must only make additional financial contributions if the company is declared bankrupt.

3 Their obligation to make additional financial contributions shall lapse insofar as it has been fulfilled by a legal successor.

4 The extent of the obligation of company members who have resigned to make additional financial contributions may not be increased.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
II. Further material contributions

Art. 796

1 The articles of association may require company members to make further material contributions.

2 They may require further material contributions only if this serves the objects of the company, the maintenance of its independence or the preservation of the composition of the groups of company members.

3 The object and extent and other essential points according to circumstances of any obligation to make further material contributions related to a capital contribution must be specified in the articles of association. Reference may be made to the regulations of the members' general meeting for more precise details.

4 Obligations under the articles of association to pay money or provide other assets are subject to the provisions on additional financial contributions if no appropriate consideration is provided for and the call for additional contributions serves to cover equity capital requirements.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
III. Retrospective introduction

Art. 797

The retrospective introduction or amendment of obligations to make additional financial or material contributions under the articles of association requires the consent of all the company members concerned.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
1. Principle and amount
IV. Arbitral tribunal

Art. 797a676

The provisions of the law on companies limited by shares on the arbitral tribunal apply_mutatis mutandis_.

[676](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31647) 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
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
E. Dividends, interest, shares of profits paid to board members

Art. 798677

The provisions of the law on companies limited by shares on dividends, interim dividends, interest before commencement of operations and shares of profits paid to board members apply _mutatis mutandis_.

[677](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31678) 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-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
E. Dividends, interest, shares of profits paid to board members

Art. 798a and 798b678

[678](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31711) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 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-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
F. Preferential capital contributions

Art. 799

The provisions of the law on companies limited by shares on preference shares apply _mutatis mutandis_ to preferential capital contributions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
G. Refund of payments

Art. 800

The corresponding provisions of the law on companies limited by shares apply to the refund of payments made by the company to company members, managing directors and persons closely related thereto.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
H. Reserves

Art. 801679

The relevant provisions of the law on companies limited by shares apply to the reserves.

[679](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e31759) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Eight:655 The Limited Liability Company
Section Two: Rights and Obligations of Company Members
J. Sending the annual report

Art. 801a

1 The annual report and the audit report must be sent to company members at the latest together with the invitation to the annual members’ general meeting.

2 The company members may request that they be sent the version of the annual report that they have approved after members' general meeting.