Document ID: /roh_data/filtered/swiss_laws_in_ROHinterleaved.jsonl.gz/55

This text was translated from EN into Rumantsch Grischun.

input-en220English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.Federal Act on the Amendment of the Swiss Civil Code(Part Five: The Code of Obligations)of 30 March 1911 (Status as of 1 January 2024)The Federal Assembly of the Swiss Confederation,having considered the Dispatches of the Federal Council dated 3 March 1905 and 1 June 1909decrees: BBl 1905 II 1, 1909 III 747, 1911 I 695Division One:  General ProvisionsTitle One:  Creation of ObligationsSection One:  Obligations arising by ContractA.  Conclusion of the contractI.  Mutual expression of intent1.  In generalArt. 1 The conclusion of a contract requires a mutual expression of intent by the parties. The expression of intent may be express or implied.2.  Secondary termsArt. 2 Where the parties have agreed on all the essential terms, it is presumed that the contract will be binding notwithstanding any reservation on secondary terms. In the event of failure to reach agreement on such secondary terms, the court must determine them with due regard to the nature of the transaction. The foregoing is subject to the provisions governing the form of contracts.II.  Offer and acceptance1.  Offer subject to time limitArt. 3 A person who offers to enter into a contract with another person and sets a time limit for acceptance is bound by his offer until the time limit expires. He is no longer bound if no acceptance has reached him on expiry of the time limit.2.  Offer without time limit a.  In the parties’ presenceArt. 4 Where an offer is made in the offeree’s presence and no time limit for acceptance is set, it is no longer binding on the offeror unless the offeree accepts it immediately. Contracts concluded by telephone are deemed to have been concluded in the parties’ presence where they or their agents communicated in person.b.  In the parties’ absenceArt. 5 Where an offer is made in the offeree’s absence and no time limit for acceptance is set, it remains binding on the offeror until such time as he might expect a reply sent duly and promptly to reach him. He may assume that his offer has been promptly received. Where an acceptance sent duly and promptly is late in reaching the offeror and he does not wish to be bound by his offer, he must immediately inform the offeree.3.  Implied acceptanceArt. 6Where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the contract is deemed to have been concluded if the offer is not rejected within a reasonable time.3a.  Unsolicited goodsArt. 6a The sending of unsolicited goods does not constitute an offer. The recipient is not obliged to return or keep such goods. Where unsolicited goods have obviously been sent in error, the recipient must inform the sender. Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991  (AS 1991 846; BBl 1986 II 354).4.  Non-binding offer, announcement of prices, displayArt. 7 An offeror is not bound by his offer if he has made express declaration to that effect or such a reservation arises from the circumstances or from the particular nature of the transaction. The sending of tariffs, price lists and the like does not constitute an offer. By contrast, the display of merchandise with an indication of its price does generally constitute an offer.5.  Publicly promised remunerationArt. 8 A person who publicly promises remuneration or a reward in exchange for the performance of an act must pay in accordance with his promise.  If he withdraws his promise before performance has been made, he must reimburse any person incurring expenditure in good faith on account of the promise up to the maximum amount promised unless he can prove that such person could not have provided the performance in question.6.  Withdrawal of offer and acceptanceArt. 9 An offer is deemed not to have been made if its withdrawal reaches the offeree before or at the same time as the offer itself or, where it arrives subsequently, if it is communicated to the offeree before he becomes aware of the offer. The same applies to a withdrawal of an acceptance.III.  Entry into effect of a contract concluded in the parties’ absenceArt. 10 A contract concluded in the parties’ absence takes effect from the time acceptance is sent. Where express acceptance is not required, the contract takes effect from the time the offer is received.B.  Form of contractsI.  Formal requirements and significance in generalArt. 11 The validity of a contract is not subject to compliance with any particular form unless a particular form is prescribed by law. In the absence of any provision to the contrary on the significance and effect of formal requirements prescribed by law, the contract is valid only if such requirements are satisfied.II.  Written form1.  Form required by lawa.  ScopeArt. 12Where the law requires that a contract be done in writing, the requirement also applies to any amendment to the contract with the exception of supplementary collateral clauses that do not conflict with the original document.b.  EffectArt. 13 A contract required by law to be in writing must be signed by all persons on whom it imposes obligations. ... Repealed by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, with effect from 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679).c.  SignatureArt. 14 Signatures must be appended by hand by the parties to the contract. A signature reproduced by mechanical means is recognised as sufficient only where such reproduction is customarily permitted, and in particular in the case of signatures on large numbers of issued securities. An authenticated electronic signature combined with an authenticated time stamp within the meaning of the Federal Act of 18 March 2016 on Electronic Signatures is deemed equivalent to a handwritten signature, subject to any statutory or contractual provision to the contrary. The signature of a blind person is binding only if it has been duly certified or if it is proved that he was aware of the terms of the document at the time of signing. SR 943.03 Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures  (AS 2004 5085; BBl 2001 5679). Amended by Annex No II 4 of the FA of 18 March 2016 on Electronic Signatures, in force since 1 Jan. 2017 (AS 2016 4651; BBl 2014 1001).d.  Mark in lieu of signatureArt. 15Subject to the provisions relating to bills of exchange, any person unable to sign may make a duly certified mark by hand or give a certified declaration in lieu of a signature.2.  Form stipulated by contractArt. 16 Where the parties agree to make a contract subject to formal requirements not prescribed by law, it is presumed that the parties do not wish to assume obligations until such time as those requirements are satisfied. Where the parties stipulate a written form without elaborating further, the provisions governing the written form as required by law apply to satisfaction of that requirement.C.  Cause of obligationArt. 17An acknowledgment of debt is valid even if it does not state the cause of the obligation.D.  Interpretation of contracts, simulationArt. 18 When assessing the form and terms of a contract, the true and common intention of the parties must be ascertained without dwelling on any inexact expressions or designations they may have used either in error or by way of disguising the true nature of the agreement. A debtor may not plead simulation as a defence against a third party who has become his creditor in reliance on a written acknowledgment of debt.E.  Terms of the contractI.  Definition of termsArt. 19 The terms of a contract may be freely determined within the limits of the law. Clauses that deviate from those prescribed by law are admissible only where the law does not prescribe mandatory forms of wording or where deviation from the legally prescribed terms would contravene public policy, morality or rights of personal privacy.II.  NullityArt. 20 A contract is void if its terms are impossible, unlawful or immoral. However, where the defect pertains only to certain terms of a contract, those terms alone are void unless there is cause to assume that the contract would not have been concluded without them.III.  Unfair advantageArt. 21 Where there is a clear discrepancy between performance and consideration under a contract concluded as a result of one party’s exploitation of the other’s straitened circumstances, inexperience or thoughtlessness, the person suffering damage may declare within one year that he will not honour the contract and demand restitution of any performance already made. The one-year period commences on conclusion of the contract.IV.  Agreement to conclude a contractArt. 22 Parties may reach a binding agreement to enter into a contract at a later date. Where in the interests of the parties the law makes the validity of a contract conditional on observance of a particular form, the same applies to the agreement to conclude a contract.F.  Defect in consentI.  Error1.  EffectArt. 23A party labouring under a fundamental error when entering into a contract is not bound by that contract.2.  Cases of mistakeArt. 24 An error is fundamental in the following cases in particular:1. where the party acting in error intended to conclude a contract different from that to which he consented;2. where the party acting in error has concluded a contract relating to a subject matter other than the subject matter he intended or, where the contract relates to a specific person, to a person other than the one he intended;3. where the party acting in error has promised to make a significantly greater performance or has accepted a promise of a significantly lesser consideration than he actually intended;4. where the error relates to specific facts which the party acting in error considered in good faith to be a necessary basis for the contract. However, where the error relates solely to the reason for concluding the contract, it is not fundamental. Calculation errors do not render a contract any less binding, but must be corrected.3.  Invoking error contrary to good faithArt. 25 A person may not invoke error in a manner contrary to good faith. In particular, the party acting in error remains bound by the contract he intended to conclude, provided the other party accepts that contract.4.  Error by negligenceArt. 26 A party acting in error and invoking that error to repudiate a contract is liable for any damage arising from the nullity of the agreement where the error is attributable to his own negligence, unless the other party knew or should have known of the error. In the interests of equity, the court may award further damages to the person suffering damage.5.  Incorrect intermediationArt. 27Where an offer to enter into a contract or the acceptance of that offer has been incorrectly communicated by a messenger or other intermediary, the provisions governing error apply mutatis mutandis.II.  FraudArt. 28 A party induced to enter into a contract by the fraud of the other party is not bound by it even if his error is not fundamental. A party who is the victim of fraud by a third party remains bound by the contract unless the other party knew or should have known of the fraud at the time the contract was concluded.III.  Duress 1.  Consent to contractArt. 29 Where a party has entered into a contract under duress from the other party or a third party, he is not bound by that contract. Where the duress originates from a third party and the other party neither knew nor should have known of it, a party under duress who wishes to be released from the contract must pay compensation to the other party where equity so requires.2.  Definition of duressArt. 30 A party is under duress if, in the circumstances, he has good cause to believe that there is imminent and substantial risk to his own life, limb, reputation or property or to those of a person close to him. The fear that another person might enforce a legitimate claim is taken into consideration only where the straitened circumstances of the party under duress have been exploited in order to extort excessive benefits from him.IV.  Defect of consent negated by ratification of the contractArt. 31 Where the party acting under error, fraud or duress neither declares to the other party that he intends not to honour the contract nor seeks restitution for the performance made within one year, the contract is deemed to have been ratified.  The one-year period runs from the time that the error or the fraud was discovered or from the time that the duress ended. The ratification of a contract made voidable by duress or fraud does not automatically exclude the right to claim damages.G.  AgencyI.  With authorisation1.  In generala.  Effect of agencyArt. 32 The rights and obligations arising from a contract made by an agent in the name of another person accrue to the person represented, and not to the agent. Where the agent did not make himself known as such when making the contract, the rights and obligations arising therefrom accrue directly to the person represented only if the other party must have inferred the agency relationship from the circumstances or did not care with whom the contract was made. Where this is not the case, the claim must be assigned or the debt assumed in accordance with the principles governing such measures.b.  Scope of authority Art. 33 Where authority to act on behalf of another stems from relationships established under public law, it is governed by the public law provisions of the Confederation or the cantons. Where such authority is conferred by means of the transaction itself, its scope is determined by that transaction. Where a principal grants such authority to a third party and informs the latter thereof, the scope of the authority conferred on the third party is determined according to wording of the communication made to him.2.  Authority arising from a transactiona.  Restriction and revocationArt. 34 A principal authorising another to act on his behalf by means of a transaction may restrict or revoke such authority at any time without prejudice to any rights acquired by those involved under existing legal relationships, such as an individual contract of employment, a partnership agreement or a mandate.  Any advance waiver of this right by the principal is void. Where the represented party has expressly or de facto announced the authority he has conferred, he may not invoke its total or partial revocation against a third party acting in good faith unless he has likewise announced such revocation. Amended by No II Art. 1 No 1 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.b.  Effect of death, incapacity, etc.Art. 35 The authority conferred by means of a transaction is extinguished on the loss of capacity to act, bankruptcy, death, or declaration of presumed death of the principal or the agent, unless the contrary has been agreed or is implied by the nature of the transaction. The same applies on the dissolution of a legal entity or a company or partnership entered in the commercial register. The mutual personal rights of the parties are unaffected. Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).c.  Return of the instrument conferring authorityArt. 36 Where an agent has been issued with an instrument setting out his authority, he must return it or deposit it with the court when that authority has ended. Where the principal or his legal successors have omitted to insist on the return of such instrument, they are liable to bona fide third parties for any damage arising from that omission.d.  Time from which end of authority takes effectArt. 37 Until such time as an agent becomes aware that his authority has ended, his actions continue to give rise to rights and obligations on the part of the principal or the latter’s legal successors as if the agent's authority still existed. This does not apply in cases in which the third party is aware that the agent’s authority has ended.II.  Without authority1.  RatificationArt. 38 Where a person without authority enters into a contract on behalf of a third party, rights and obligations do not accrue to the latter unless he ratifies the contract. The other party has the right to request that the represented party ratify the contract within a reasonable time, failing which he is no longer bound by it.2.  Failure to ratifyArt. 39 Where ratification is expressly or implicitly refused, action may be brought against the person who acted as agent for compensation in respect of any damage caused by the extinction of the contract unless he can prove that the other party knew or should have known that he lacked the proper authority. Where the agent is at fault, the court may order him to pay further damages on grounds of equity. In all cases, claims for unjust enrichment are reserved.III.  Reservation of special provisionsArt. 40The special provisions governing the authority of agents and governing bodies of companies and partnerships and of registered and other authorised agents are unaffected.H.  Revocation in door-to-door sales and similar contractsI.  Scope of applicationArt. 40a The following provisions apply to contracts relating to goods and services intended for the customer’s personal or family use where:a. the supplier of the goods or services acted in a professional or commercial capacity; andb. the consideration from the buyer exceeds 100 francs. These provisions do not apply to legal transactions that are entered into by financial institutions and banks within the framework of existing financial services contracts in accordance with the Financial Services Act of 15 June 2018. For insurance policies, the provisions of the Insurance Policies Act of 2 April 1908 apply. In the event of significant change to the purchasing power of the national currency, the Federal Council shall adjust the sum indicated in para. 1 let. b accordingly.Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354). SR 950.1 Amended by No II of the FA of 19 June 2020, in force since 1 Jan. 2022  (AS 2020 4969; BBl 2017 5089). SR 221.229.1 Inserted by No II of the FA of 19 June 2020, in force since 1 Jan. 2022  (AS 2020 4969; BBl 2017 5089).II.  General principleArt. 40bA customer may revoke his offer to enter into a contract or his acceptance of such an offer if the transaction was proposed:a. at his place of work, on residential premises or in their immediate vicinity;b. on public transport or on a public thoroughfare;c. during a promotional event held in connection with an excursion or similar event;d. by telephone or by a comparable means of simultaneous verbal communication.Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354).Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994  (AS 1993 3120; BBl 1993 I 757).Inserted by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).III.  ExceptionsArt. 40cThe customer has no right of revocation:a.if he expressly requested the contractual negotiations;b. if he declared his offer or acceptance at a stand at a market or trade fair.Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757).IV.  Duty to informArt. 40d The supplier must inform the customer in writing or in another form that may be evidenced by text of the latter’s right of revocation and of the form and time limit to be observed when exercising such right, and must provide his address. Such information must be dated and permit identification of the contract in question. The information must be transmitted in such a manner that the customer is aware of it when he proposes or accepts the contract.Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).V.  Revocation1.  Form and time limitArt. 40e Revocation need not be in any particular form. The onus is on the customer to prove that he has revoked the contract within the time limit. The prescriptive period for revocation is 14 days and commences as soon as the customer:a. has proposed or accepted the contract; andb. has become aware of the information stipulated in Art. 40d. The onus is on the supplier to prove when the customer received the information stipulated in Art. 40d. The time limit is observed if, on the last day of the prescriptive period, the customer informs the supplier of revocation or posts his written notice of revocation.Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).2.  ConsequencesArt. 40f Where the customer has revoked the contract, the parties must provide restitution for any performance already made. Where the customer has made use of the goods, he owes an appropriate rental payment to the supplier. Where the supplier has rendered services to him, the customer must reimburse the supplier for outlays and expenses incurred in accordance with the provisions governing mandates (Art. 402). The customer does not owe the supplier any further compensation.Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991  (AS 1991 846; BBl 1986 II 354).Art. 40gInserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).Section Two:  Obligations in TortA.  General principles I.  Conditions of liabilityArt. 41 Any person who unlawfully causes damage to another, whether wilfully or negligently, is obliged to provide compensation. A person who wilfully causes damage to another in an immoral manner is likewise obliged to provide compensation.II.  Determining the damageArt. 42 A person claiming damages must prove that damage occurred. Where the exact value of the damage cannot be quantified, the court shall estimate the value at its discretion in the light of the normal course of events and the steps taken by the person suffering damage. The costs of treating animals kept as pets rather than for investment or commercial purposes may be claimed within appropriate limits as a loss even if they exceed the value of the animal.  Inserted by No II of the FA of 4 Oct. 2002 (Animals), in force since 1 April 2003  (AS 2003 463; BBl 2002 3885 5418).III.  Determining compensationArt. 43 The court determines the form and extent of the compensation provided for damage incurred, with due regard to the circumstances and the degree of culpability. Where an animal kept as a pet rather than for investment or commercial purposes has been injured or killed, the court may take appropriate account of its sentimental value to its owner or his dependants. Where damages are awarded in the form of periodic payments, the debtor must at the same time post security.  Inserted by No II of the FA of 4 Oct. 2002 (Animals), in force since 1 April 2003  (AS 2003 463; BBl 2002 3885 5418).IV.  Grounds for reducing compensationArt. 44 Where the person suffering damage consented to the harmful act or circumstances attributable to him helped give rise to or compound the damage or otherwise exacerbated the position of the party liable for it, the court may reduce the compensation due or even dispense with it entirely. The court may also reduce the compensation award in cases in which the damage was caused neither wilfully nor by gross negligence and where payment of such compensation would leave the liable party in financial hardship.V.  Special cases1.  Homicide and personal injurya.  Damages for homicideArt. 45 In a case of homicide, compensation must cover all expenses arising and in particular the funeral costs. Where death did not occur immediately, the compensation must also include the costs of medical treatment and losses arising from inability to work. Where others are deprived of their means of support as a result of homicide, they must also be compensated for that loss.b.  Damages for personal injuryArt. 46 In the event of personal injury, the victim is entitled to reimbursement of expenses incurred and to compensation for any total or partial inability to work and for any loss of future earnings. Where the consequences of the personal injury cannot be assessed with sufficient certainty at the time the award is made, the court may reserve the right to amend the award within two years of the date on which it was made.c.  SatisfactionArt. 47In cases of homicide or personal injury, the court may award the victim of personal injury or the dependants of the deceased an appropriate sum by way of satisfaction.2.  ...Art. 48Repealed by Art. 21 para. 1 of the FA of 30 Sept. 1943 on Unfair Competition, with effect from 1 March 1945 (BS 2 951).3.  Injury to personality rightsArt. 49 Any person whose personality rights are unlawfully infringed is entitled to a sum of money by way of satisfaction provided this is justified by the seriousness of the infringement and no other amends have been made. The court may order that satisfaction be provided in another manner instead of or in addition to monetary compensation.Amended by No II 1 of the FA of 16 Dec. 1983, in force since 1 July 1985  (AS 1984 778; BBl 1982 II 661).VI.  Multiple liable parties1.  In tortArt. 50 Where two or more persons have together caused damage, whether as instigator, perpetrator or accomplice, they are jointly and severally liable to the person suffering damage. The court determines at its discretion whether and to what extent they have right of recourse against each other. Abettors are liable in damages only to the extent that they received a share in the gains or caused damage due to their involvement.2.  On different legal groundsArt. 51 Where two or more persons are liable for the same damage on different legal grounds, whether under tort law, contract law or by statute, the provision governing recourse among persons who have jointly caused damage is applicable mutatis mutandis. As a rule, compensation is provided first by those who are liable in tort and last by those who are deemed liable by statutory provision without being at fault or in breach of contractual obligation.VII.  Self-defence, necessity, legitimate use of forceArt. 52 Where a person has acted in self-defence, he is not liable to pay compensation for damage caused to the person or property of the aggressor. A person who damages the property of another in order to protect himself or another person against imminent damage or danger must pay damages at the court’s discretion. A person who uses force to protect his rights is not liable in damages if in the circumstances the assistance of the authorities could not have been obtained in good time and such use of force was the only means of preventing the loss of his rights or a significant impairment of his ability to exercise them.VIII.  Relationship with criminal law Art. 53 When determining fault or lack of fault and capacity or incapacity to consent, the court is not bound by the provisions governing criminal capacity nor by any acquittal in the criminal court. The civil court is likewise not bound by the verdict in the criminal court when determining fault and assessing compensation.B.  Liability of persons lacking capacity to consentArt. 54 On grounds of equity, the court may also order a person who lacks capacity to consent to provide total or partial compensation for the damage he has caused. A person who has temporarily lost his capacity to consent is liable for any damage caused when in that state unless he can prove that said state arose through no fault of his own.C.  Liability of employersArt. 55 An employer is liable for the damage caused by his employees or ancillary staff in the performance of their work unless he proves that he took all due care to avoid a damage of this type or that the damage would have occurred even if all due care had been taken. The employer has a right of recourse against the person who caused the damage to the extent that such person is liable in damages.Amended by No II Art. 1 No 2 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.D.  Liability for animalsI.  DamagesArt. 56 In the event of damage caused by an animal, its keeper is liable unless he proves that in keeping and supervising the animal he took all due care or that the damage would have occurred even if all due care had been taken. He has a right of recourse if the animal was provoked either by another person or by an animal belonging to another person. ...Repealed by Art. 27 No 3 of the FA of 20 June 1986 on Hunting, with effect from  1 April 1988 (AS 1988 506; BBl 1983 II 1197).II.  Seizure of animalsArt. 57 A person in possession of a plot of land is entitled to seize animals belonging to another which cause damage on that land and take them into his custody as security for his claim for compensation or even to kill them, where justified by the circumstances. He nonetheless has an obligation to notify the owner of such animals without delay or, if the owner is not known to him, to take the necessary steps to trace the owner.E.  Liability of property ownersI.  DamagesArt. 58 The owner of a building or any other structure is liable for any damage caused by defects in its construction or design or by inadequate maintenance. He has a right of recourse against persons liable to him in this regard.II.  Safety measuresArt. 59 A person who is at risk of suffering damage due to a building or structure belonging to another may insist that the owner take the necessary steps to avert the danger. Orders given by the police for the protection of persons and property are unaffected.F.  Liability in respect of cryptographic keysArt. 59a The owner of a cryptographic key used to generate electronic signatures or seals is liable to third parties for any damage they have suffered as a result of relying on a valid certificate issued by a provider of certification services within the meaning of the Federal Act of 18 March 2016 on Electronic Signatures. The owner is absolved of liability if he can satisfy the court that he took all the security precautions that could reasonably be expected in the circumstances to prevent misuse of the cryptographic key. The Federal Council defines the security precautions to be taken pursuant to paragraph 2. Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures  (AS 2004 5085; BBl 2001 5679). Amended by Annex No II 4 of the FA of 18 March 2016 on Electronic Signatures, in force since 1 Jan. 2017 (AS 2016 4651; BBl 2014 1001). SR 943.03G.  Prescription Amended by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, in force since 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679.03).Art. 60 The right to claim damages or satisfaction prescribes three years from the date on which the person suffering damage became aware of the loss, damage or injury and of the identity of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased. In cases death or injury, the right to claim damages or satisfaction prescribes three years from the date on which the person suffering damage became aware of the damage and of the identity of person liable for it, but in any event twenty years after the date on which the harmful conduct took place or ceased. If the person liable has committed a criminal offence through his or her harmful conduct, then notwithstanding the foregoing paragraphs the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given. Where the tort has given rise to a claim against the person suffering damage, he may refuse to satisfy the claim even if his own claim in tort is time-barred. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).H.  Liability of civil servants and public officials Amended by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, in force since 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679).Art. 61 The Confederation and the cantons may by way of legislation enact provisions that deviate from those of this Section to govern the liability of civil servants and public officials to pay damages or satisfaction for any damage they cause in the exercise of their duties. The provisions of this Section may not, however, be modified by cantonal legislation in the case of commercial duties performed by civil servants or public officials.Section Three:  Obligations deriving from Unjust EnrichmentA.  Requirement I.  In generalArt. 62 A person who has enriched himself without just cause at the expense of another is obliged to make restitution. In particular, restitution is owed for money benefits obtained for no valid reason whatsoever, for a reason that did not transpire or for a reason that subsequently ceased to exist.II.  Payment in satisfaction of a non-existent obligationArt. 63 A person who has voluntarily satisfied a non-existent debt has a right to restitution of the sum paid only if he can prove that he paid it in the erroneous belief that the debt was owed. Restitution is excluded where payment was made in satisfaction of a debt that has prescribe or of a moral obligation. The provisions of federal debt collection and bankruptcy law governing the right to the restitution of payments made in satisfaction of non-existent claims are unaffected.B.  Scope of restitutionI.  Obligations of the unjustly enriched partyArt. 64There is no right of restitution where the recipient can show that he is no longer enriched at the time the claim for restitution is brought, unless he alienated the money benefits in bad faith or in the certain knowledge that he would be bound to return them.II.  Rights in respect of expendituresArt. 65 The recipient is entitled to reimbursement of necessary and useful expenditures, although where the unjust enrichment was received in bad faith, the reimbursement of useful expenditures must not exceed the amount of added value as at the time of restitution. He is not entitled to any compensation for other expenditures, but where no such compensation is offered to him, he may, before returning the property, remove anything he has added to it provided this is possible without damaging it.C.  Exclusion of restitutionArt. 66No right to restitution exists in respect of anything given with a view to producing an unlawful or immoral outcome.D.  PrescriptionArt. 67 The right to claim restitution for unjust enrichment prescribes three years after the date on which the person suffering damage learned of his or her claim and in any event ten years after the date on which the claim first arose. Where the unjust enrichment consists of a claim against the person suffering damage, he or she may refuse to satisfy the claim even if his or her own claim for restitution has prescribed. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).Title Two:  Effect of ObligationsSection One:  Performance of ObligationsA.  General principlesI.  Performance by the obligor in personArt. 68An obligor is not obliged to discharge his obligation in person unless so required by the obligee.II.  Object of performance1. Part  payment Art. 69 A creditor may refuse partial payment where the total debt is established and due. If the creditor wishes to accept part payment, the debtor may not refuse to settle the part of the debt that he acknowledges is due.2.  Indivisible performanceArt. 70 Where indivisible performance is due to several obligees, the obligor must make performance to all of them jointly, and each obligee may demand that performance be made to all of them jointly. Where indivisible performance is due by several obligors, each of them has an obligation to make performance in full. Unless circumstances dictate otherwise, an obligor who has satisfied the obligee may then claim proportionate compensation from the other obligors and to that extent the claim of the satisfied obligee passes to him.3.  Debt of generic objectArt. 71 If the object owed is defined only in generic terms, the obligor may choose what object is given in repayment unless otherwise stipulated under the legal relationship. However, the obligor must not offer an object of less-than-average quality.4.  Obligations involving choice of performance Art. 72Where an obligation may be discharged by one of several alternative types of performance, the obligor may choose which performance to make unless otherwise stipulated under the legal relationship.5.  InterestArt. 73 Where an obligation involves the payment of interest but the rate is not set by contract, law or custom, interest is payable at the rate of 5% per annum. Public law provisions governing abusive interest charges are not affected.B.  Place of performanceArt. 74 The place of performance is determined by the intention of the parties as stated expressly or evident from the circumstances. Except where otherwise stipulated, the following principles apply:1. pecuniary debts must be paid at the place where the creditor is resident at the time of performance;2. where a specific object is owed, it must be delivered at the place where it was located when the contract was entered into;3. other obligations must be discharged at the place where the obligor was resident at the time they arose. Where the obligee may require performance of an obligation at his domicile but this has changed since the obligation arose, thereby significantly hindering performance by the obligor, the latter is entitled to render performance at the original domicile.C.  Time of performanceI.  Open-ended obligations Art. 75Where no time of performance is stated in the contract or evident from the nature of the legal relationship, the obligation may be discharged or called in immediately.II.  Obligations subject to time limit1.  Monthly time limitsArt. 76 A time limit expressed as the beginning or end of a month means the first or last day of the month respectively.  A time limit expressed as the middle of the month means the fifteenth day of that month.2.  Other time limitsArt. 77 Where an obligation must be discharged or some other transaction accomplished within a certain time limit subsequent to conclusion of the contract, the time limit is defined as follows:1. where the time limit is expressed as a number of days, performance falls due on the last thereof, not including the date on which the contract was concluded, and where the number stipulated is eight or fifteen days, this means not one or two weeks but a full eight or fifteen days;2. where the time limit is expressed as a number of weeks, performance falls due in the last week of the period on the same day of the week as the one on which the contract was concluded;3. where the time limit is expressed as a number of months or as a period comprising several months (a year, half-year or quarter), performance falls due in the last month of the period on the same day of the month as the one on which the contract was concluded or, where the last month of the period contains no such day, on the last day of that month.The term ‘half-month’ has the same meaning as a time limit of fifteen days; if the time limit is expressed as a period of one or more months plus one half-month, the fifteen days are counted last. Time limits are calculated in the same manner when stipulated as running from a date other than the date on which the contract was concluded. Where an obligation must be discharged before a specified time limit, performance must occur before that time expires.3.  Sundays and public holidaysArt. 78 Where the time of performance or the last day of a time limit falls on a Sunday or on a day officially recognised as a public holiday at the place of performance, the time of performance or the last day of a time limit is deemed to be the next working day. Any agreement to the contrary is unaffected.In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays; SR 173.110.3).III.  Performance during business hoursArt. 79Performance of the obligation must be made and accepted during normal business hours on the date stipulated.IV.  Extension of the time limitArt. 80Where the agreed time limit for performance is extended, in the absence of an agreement to the contrary, the new time limit runs from the first day following expiry of the previous time limit.V.  Early performanceArt. 81 Unless the terms or nature of the contract or the circumstances indicate that the parties intended otherwise, performance may be rendered before the date on which the time limit expires. However, the obligor is not entitled to apply a discount unless that discount has been agreed or is sanctioned by custom.VI.  In bilateral contracts1.  Order of performanceArt. 82A party to a bilateral contract may not demand performance until he has discharged or offered to discharge his own obligation, unless the terms or nature of the contract allow him to do so at a later date.2.  Allowance for unilateral insolvencyArt. 83 Where one party to a bilateral contract has become insolvent, in particular by virtue of bankruptcy proceedings or execution without satisfaction, and this deterioration in its financial position jeopardises the claim of the other party, the latter may withhold performance until security has been provided for the consideration. He may withdraw from the contract if, on request, no such security is provided within a reasonable time.D.  PaymentI.  National currencyArt. 84 Pecuniary debts must be discharged in legal tender of the currency in which the debt was incurred.A debt expressed in a currency other than the national currency of the place of payment may be discharged in that national currency at the rate of exchange that applies on the day it falls due, unless literal performance is required by inclusion in the contract of the expression ‘actual currency’ or words to that effect.  Amended by Annex No 2 to the FA of 22 Dec. 1999 on Currency and Payment Instruments, in force since 1 May 2000 (AS 2002 1144; BBl 1999 7258).II.  Allocation1.  Of part paymentsArt. 85 A debtor may offset a part payment against the debt principal only if he is not in arrears with interest payments and expenses. Where a creditor has received guarantees, pledges or other security for a portion of his claim, the debtor may not offset a part payment against that portion in preference to less well secured portions of the claim.2.  In the case of multiple debtsa.  At the discretion of debtor or creditorArt. 86 A debtor with several debts to the same creditor is entitled to state at the time of payment which debt he means to redeem. In the absence of any statement from the debtor, the payment will be allocated to the debt indicated by the creditor in his receipt, unless the debtor objects immediately.b.  By lawArt. 87 Where no valid debt redemption statement has been made and the receipt does not indicate how the payment has been allocated, it is allocated to whichever debt is due or, if several are due, to the debt that first gave rise to enforcement proceedings against the debtor or, in the absence of such proceedings, to the debt that fell due first. Where several debts fell due at the same time, the payment is offset against them proportionately. If none of the debts is yet due, the payment is allocated to the one offering the least security for the creditor.III.  Receipt and return of borrower’s note1.  Right of the debtorArt. 88 A debtor making a payment is entitled to demand a receipt and, provided the debt is fully redeemed, the return or annulment of the borrower’s note. If the debt is not completely redeemed or the borrower’s note confers other rights on the creditor, the debtor is entitled to demand only a receipt and that a record of the payment be entered on the borrower’s note.2.  EffectArt. 89 Where interest or other periodic payments are due, a creditor unreservedly issuing a receipt for a later periodic payment is presumed to have received all previous periodic payments. If he issues a receipt for redemption of the debt principal, he is presumed to have received the interest. The return of the borrower’s note to the debtor gives rise to a presumption that the debt has been redeemed.3.  Return of borrower’s note not possibleArt. 90 If the creditor claims to have lost the borrower’s note, on redeeming the debt, the debtor may insist that the creditor declare by public deed or notarised document that the borrower’s note has been annulled and the debt redeemed. The provisions governing annulment of securities are reserved.E.  Default of obligeeI.  RequirementArt. 91The obligee is in default if he refuses without good cause to accept performance properly offered to him or to carry out such preparations as he is obliged to make and without which the obligor cannot render performance.II.  Effect1.  On obligations relating to objectsa.  Right to deposit objectArt. 92 Where the obligee is in default, the obligor is entitled to deposit the object at the expense and risk of the obligee, thereby discharging his obligation.The court decides which place should serve as depositary; however, merchandise may be deposited in a warehouse without need for a court decision. Amended by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).b.  Right to sellArt. 93 Where the characteristics of the object or the nature of the business preclude a deposit or the object is perishable or gives rise to maintenance costs or substantial storage costs, after having given formal warning to the obligee and with the court’s permission, the obligor may dispose of the object by open sale and deposit the sale proceeds. Where the object has a quoted stock exchange or market price or its value is low in proportion to the costs involved, the sale need not be open and the court may authorise it without prior warning.c.  Right to take back the object Art. 94 The obligor is entitled to take back the object deposited providing the obligee has not declared that he accepts it or providing the deposit has not had the effect of redeeming a pledge. As soon as the object is taken back, the claim and all accessory rights become effective again.2.  On other obligations Art. 95Where the obligation does not relate to objects and the obligee is in default, the obligor may withdraw from the contract in accordance with the provisions governing default of the obligor.F.  Performance prevented for other reasonsArt. 96The obligor is entitled to deposit his performance or to withdraw from the contract, as in the case of default on the part of the obligee, where performance cannot be rendered either to the obligee or to his representative for some other reason pertaining to the obligee or where through no fault of the obligor there is uncertainty as to the identity of the obligee.Section Two: The Consequences of Non-Performance of ObligationsA.  Failure to performI.  Obligor’s duty to compensate1.  In generalArt. 97 An obligor who fails to discharge an obligation at all or as required must make amends for the resulting damage unless he can prove that he was not at fault. The procedure for debt enforcement is governed by the provisions of the Federal Act of 11 April 1889 on Debt Collection and Bankruptcy and the Civil Procedure Code of 19 December 2008 (CPC). SR 281.1 SR 272 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; BBl 2006 7221).2.  Obligation to act or refrain from action Art. 98 Where the obligation is to take certain action, the obligee may without prejudice to his claims for damages obtain authority to perform the obligation at the obligor’s expense. Where the obligation is to refrain from taking certain action, any breach of such obligation renders the obligor liable to make amends for the damage caused. In addition, the obligee may request that the situation constituting a breach of the obligation be rectified and may obtain authority to rectify it at the obligor’s expense.II.  Scope of liability and compensation1.  In generalArt. 99 The obligor is generally liable for any fault attributable to him. The scope of such liability is determined by the particular nature of the transaction and in particular is judged more leniently where the obligor does not stand to gain from the transaction. In other respects, the provisions governing liability in tort apply mutatis mutandis to a breach of contract.2.  Exclusion of liabilityArt. 100 Any agreement purporting to exclude liability for unlawful intent or gross negligence in advance is void. At the discretion of the court, an advance exclusion of liability for minor negligence may be deemed void provided the party excluding liability was in the other party’s service at the time the waiver was made or the liability arises in connection with commercial activities conducted under official licence. The specific provisions governing insurance policies are unaffected.3.  Liability for associatesArt. 101 A person who delegates the performance of an obligation or the exercise of a right arising from a contractual obligation to an associate, such as a member of his household or an employee is liable to the other party for any damage the associate causes in carrying out such tasks, even if their delegation was entirely authorised. This liability may be limited or excluded by prior agreement. If the obligee is in the obligor’s service or if the liability arises in connection with commercial activities conducted under official licence, any exclusion of liability by agreement may apply at most to minor negligence.Amended by No II Art. 1 No 3 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.B.  Default of obligorI.  RequirementArt. 102 Where an obligation is due, the obligor is in default as soon as he receives a formal reminder from the obligee. Where a deadline for performance of the obligation has been set by agreement or as a result of a duly exercised right of termination reserved by one party, the obligor is automatically in default on expiry of the deadline.II.  Effect1.  Liability for accidental damageArt. 103 An obligor in default is liable in damages for late performance and even for accidental damage. He may discharge himself from such liability by proving that his default occurred through no fault of his own or that the object of performance would have suffered the accidental damage to the detriment of the obligee even if performance had taken place promptly.2.  Default interesta.  In generalArt. 104 A debtor in default on payment of a pecuniary debt must pay default interest of 5% per annum even where a lower rate of interest was stipulated by contract. Where the contract envisages a rate of interest higher than 5%, whether directly or by agreement of a periodic bank commission, such higher rate of interest may also be applied while the debtor remains in default. In business dealings, where the normal bank discount rate at the place of payment is higher than 5%, default interest may be calculated at the higher rate.b.  Debtor in default on payments of interest, annuities and giftsArt. 105 A debtor in default on payment of interest, annuities or gifts is liable for default interest only as of the day on which enforcement proceedings are initiated or legal action is brought. Any agreement to the contrary is assessed by the court in accordance with the provisions governing penalty clauses. Default interest is never payable on default interest.3.  Excess damage Art. 106 Where the value of the damage suffered by the creditor exceeds the default interest, the debtor is liable also for this additional damage unless he can prove that he is not at fault. Where the additional damage can be anticipated, the court may award compensation for such damage in its judgment on the main claim.4.  Withdrawal and damagesa.  Subject to time limitArt. 107 Where the obligor under a bilateral contract is in default, the obligee is entitled to set an appropriate time limit for subsequent performance or to ask the court to set such time limit. If performance has not been rendered by the end of that time limit, the obligee may compel performance in addition to suing for damages in connection with the delay or, provided he makes an immediate declaration to this effect, he may instead forego subsequent performance and either claim damages for non-performance or withdraw from the contract altogether.b.  Without time limitArt. 108No time limit need be set:1. where it is evident from the conduct of the obligor that a time limit would serve no purpose;2. where performance has become pointless to the obligee as a result of the obligor’s default;3. where the contract makes it clear that the parties intended that performance take place at or before a precise point in time.c.  Effect of withdrawal Art. 109 An obligee withdrawing from a contract may refuse the promised consideration and demand the return of any performance already made. In addition he may claim damages for the lapse of the contract, unless the obligor can prove that he was not at fault.Section Three:  Obligations Involving Third PartiesA.  SubrogationArt. 110A third party who satisfies the creditor is by operation of law subrogated to his rights:1. if he redeems an object given in pledge for the debt of another and he owns said object or has a limited right in rem in it;2. if the debtor notifies the creditor that the third party who is paying is to take the creditor’s place.B.  Guarantee of performance by third partyArt. 111A person who gives an undertaking to ensure that a third party performs an obligation is liable in damages for non-performance by said third party. C.  Contracts conferring rights on third partiesI.  In generalArt. 112 A person who, acting in his own name, has entered into a contract whereby performance is due to a third party is entitled to compel performance for the benefit of said third party. The third party or his legal successors have the right to compel performance where that was the intention of the contracting parties or is the customary practice. In this case the obligee may no longer release the obligor from his obligations once the third party has notified the obligor of his intention to exercise that right.II.  In the case of liability insurance Art. 113Where an employer has taken out liability insurance and his employee has contributed at least half of the premiums, the employee has sole claim to the policy benefits.Title Three:  Extinction of ObligationsA.  Extinction of accessory rightsArt. 114 Where a claim ceases to exist by virtue of being satisfied or in some other manner, all accessory rights such as guarantees and charges are likewise extinguished. Interest that has accrued may be reclaimed only if that right is conferred on the obligee by the contract or is evident from the circumstances. The specific provisions governing charges on immovable property, securities and composition agreements are unaffected.B.  Extinction by agreementArt. 115No particular form is required for the extinction of a claim by agreement even where the obligation itself could not be assumed without satisfying certain formal requirements required by law or elected by the parties.C.  NovationI.  In generalArt. 116 Where a new debt relationship is contracted, there is no presumption of novation in respect of an old one. In particular, in the absence of agreement to the contrary, novation does not result from signature of a bill of exchange in respect of an existing debt or from the issue of a new borrower’s note or contract of surety.II.  In relation to current accountsArt. 117 The mere posting of individual entries in a current account does not result in novation. However, there is a presumption of novation if the balance on the account has been drawn and acknowledged. Where special security exists for one of the account entries, unless otherwise agreed, such security is retained even if the balance on the account is drawn and acknowledged.D.  MergerArt. 118 An obligation is deemed extinguished by merger where the capacities of creditor and debtor are united in the same entity. In the event of de-merger, the obligation is revived. The specific provisions governing charges on immovable property and securities are unaffected.E.  Performance becomes impossibleArt. 119 An obligation is deemed extinguished where its performance is made impossible by circumstances not attributable to the obligor. In a bilateral contract, the obligor thus released is liable for the consideration already received pursuant to the provisions on unjust enrichment and loses his counter-claim to the extent it has not yet been satisfied. This does not apply to cases in which, by law or contractual agreement, the risk passes to the obligee prior to performance.F.  Set-offI.  Requirement1.  In generalArt. 120 Where two persons owe each other sums of money or performance of identical obligations, and provided that both claims have fallen due, each party may set off his debt against his claim. The debtor may assert his right of set-off even if the countervailing claim is contested. A time-barred claim may be set off provided that it was not time-barred at the time it became eligible for set-off.2.  Under suretyArt. 121A surety may refuse to satisfy the creditor to the extent that the principal debtor has a right of set-off.3.  In contracts conferring rights on third partiesArt. 122A person who has undertaken an obligation in favour of a third party may not set off that obligation against his own claims against said party.4.  Where the debtor is bankruptArt. 123 Where the debtor is bankrupt, his creditors may set off their claims, even if they are not due, against the claims that the adjudicated bankrupt holds against them. The exclusion or challenge of set-off in the event of the debtor’s bankruptcy is governed by the provisions of debt collection and bankruptcy law.II.  Effect of set‐offArt. 124 A set-off takes place only if the debtor notifies the creditor of his intention to exercise his right of set-off. Once this has occurred, to the extent that they cancel each other out, the claim and countervailing claim are deemed to have been satisfied as of the time they first became susceptible to set-off. The special customs relating to commercial current accounts are unaffected.III.  ExceptionsArt. 125The following obligations may not be discharged by set-off except with the creditor’s consent:1. obligations to restore or replace objects that have been deposited, unlawfully removed or retained in bad faith;2. obligations that by their very nature require actual performance to be rendered to the creditor, such as maintenance claims and salary payments that are absolutely necessary for the upkeep of the creditor and his family;3. obligations under public law in favour of the state authorities.IV.  WaiverArt. 126The debtor may waive his right of set-off in advance.G.  PrescriptionI.  Periods1.  Ten yearsArt. 127All claims prescribe after ten years unless otherwise provided by federal civil law.2.  Five yearsArt. 128The following prescribe after five years:1. claims for agricultural and commercial rent and other rent, interest on capital and all other periodic payments;2. claims in connection with delivery of foodstuffs, payments for board and lodging and hotel expenses;3. claims in connection with work carried out by tradesmen and craftsmen, purchases of retail goods, medical treatment, professional services provided by advocates, solicitors, legal representatives and notaries, and work performed by employees for their employers.Amended by No II Art. 1 No 4 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.2a.  Twenty yearsArt. 128aClaims for damages or satisfaction arising from an injury or death in breach of contract prescribe three years from the date on which the person suffering damage became aware of the damage, but in any event twenty years after the date on which the harmful conduct took place or ceased. Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).3.  Mandatory prescriptive periodsArt. 129The prescriptive periods laid down under this Title may not be altered by contract.4.  Start of prescriptive perioda.  In generalArt. 130 The prescriptive period commences as soon as the debt is due. Where a debt falls due on notification, the prescriptive period commences on the first date on which such notice is admissible.b.  For periodic obligationsArt. 131 In the case of life annuities and similar periodic obligations, the prescriptive period for the principal claim commences on the date on which the first instalment in arrears was due. When the principal claim prescribes, so too do all claims in respect of individual payments.5.  Computation of prescriptive periodsArt. 132 When computing prescriptive periods, the date on which the prescriptive period commences is not included and the period is not deemed to have expired until the end of its last day. In other respects the provisions governing computation of time limits for performance also apply to prescription.II.  Effect on accessory claimsArt. 133When the principal claim prescribes, so too do all claims for interest and other accessory claims.III.  Prevention and suspension of the prescriptive periodArt. 134 The prescriptive period does not commence and, if it has begun, is suspended:1. in respect of the claims of children against their parents, until the children reach the age of majority;2. in respect of the claim of person lacking capacity of judgement against his or her carer, for the duration of the advance care directive;3. in respect of the claims of spouses against each other, for the duration of the marriage;3.in respect of the claims of registered partners against each other, for the duration of the registered partnership;4. in respect of the claim of an employee against his employer with whom he shares a household, for the duration of the employment relationship;5. for as long as the debtor has the usufruct of the claim;6. for as long as the claim cannot be brought before a court for objective reasons;7. for claims made by or against a testator, for the duration of the public inventory procedure;8. for the duration of settlement talks, mediation proceedings or any other extra-judicial dispute resolution procedure, provided the parties agree thereon in writing. The prescriptive period begins or resumes at the end of the day on which the cause of prevention or suspension ceases to apply. The specific provisions of debt collection and bankruptcy law are unaffected.  Amended by Annex No 1 to the FA of 20 March 2015 (Child Maintenance), in force since 1 Jan. 2017 (AS 2015 4299; BBl 2014 529). Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001). Inserted by Annex No 11 to the AS 2005 5097; BBl 2004 4955 4965 of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).Amended by No II Art. 1 No 5 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).IV.  Interruption of prescriptive period1.  Grounds for interruptionArt. 135The prescriptive period is interrupted:1. if the debtor acknowledges the claim and in particular if he makes interest payments or part payments, gives an item in pledge or provides surety;2. by debt enforcement proceedings, an application for conciliation, submission of a statement of claim or defence to a court or arbitral tribunal, or a petition for bankruptcy. 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; BBl 2006 7221).2.  Effect of interruption on co-obligorsArt. 136 Where the prescriptive period for one person who is jointly and severally liable for a debt or jointly liable for indivisible performance is interrupted, it is likewise interrupted for all other co-obligors, provided the interruption is due to an act by the creditor. Where the prescriptive period for the principal debtor is interrupted, it is likewise interrupted for the surety, provided the interruption is due to an act by the creditor. However, where the prescriptive period for the guarantor is interrupted, it is not interrupted for the principal debtor. An interruption effective against an insurer is also effective against the debtor and vice-versa, provided there is a direct claim against the insurer. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).3.  Start of new prescriptive perioda.  In the event of acknowledgment or judgmentArt. 137 A new prescriptive period commences as of the date of the interruption. If the claim has been acknowledged by public deed or confirmed by court judgment, the new prescriptive period is always ten years.b.  By action of the creditorArt. 138 Where the prescriptive period has been interrupted by an application for conciliation, or the submission of a statement of claim or defence, a new prescriptive period commences when the dispute is settled before the relevant court. Where the prescriptive period has been interrupted by debt enforcement proceedings, a new prescriptive period commences as of each step taken in the proceedings. Where the prescriptive period has been interrupted by a petition for bankruptcy, a new prescriptive period commences as of the time specified by bankruptcy law at which it once again becomes possible to assert the claim. 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; BBl 2006 7221).V.  Prescription of the right of recourseArt. 139Where two or more debtors are jointly and severally liable, the right of recourse of each debtor who has satisfied the creditor prescribes three years from date on which he satisfies the creditor and is aware of his co-debtors. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).VI.  Prescription of a charge on chattelsArt. 140The existence of a charge on chattels does not prevent the prescription of a claim, although the fact of its prescription does not prevent the creditor from asserting his right under the charge.VII.  Waiver of the prescription defence Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).Art. 141 The debtor may waive the right to object on the grounds of prescription, in each case for a maximum of ten years from the start of the prescriptive period. The waiver must be made in writing. Only the user of general terms and conditions of business may waive the defence of prescription in such terms and conditions. A waiver granted by a joint and several debtor does not bind the other joint and several debtors. The same applies to co-obligors of an indivisible debt and to the surety in the event of waiver by the principal debtor. A waiver granted by a debtor shall bind the debtor’s insurers and vice-versa, provided a direct claim exists against the insurer. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Inserted by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).VIII.  ApplicationArt. 142A court may not apply the prescriptive defence of its own accord.Title Four:  Special Relationships relating to ObligationsSection One:  Joint and Several ObligationsA.  Joint and several debtorsI.  RequirementArt. 143 Debtors become jointly and severally liable for a debt by stating that each of them wishes to be individually liable for performance of the entire obligation. Without such a statement of intent, debtors are joint and severally liable only in the cases specified by law.II.  Relationship between creditor and debtor1.  Effecta.  Liability of the debtorsArt. 144 A creditor may at his discretion request partial performance of the obligation from each joint and several debtor or else full performance from any one of them. All the debtors remain under the obligation until the entire claim has been redeemed.b.  Objections by the debtorsArt. 145 A joint and several debtor may raise against the creditor only those objections that are based either on his personal relationship with the creditor or on the nature of or collective reason for the joint and several obligation. Each joint and several debtor is liable to the others if he fails to raise the objections which all of them are entitled to raise.c.  Action taken by individual debtorsArt. 146Unless otherwise provided, a joint and several debtor must not take any action which might impair the position of his fellows.2.  Extinction of the joint and several obligationArt. 147 Where one joint and several debtor satisfies the creditor by payment or set-off, the others are discharged to that extent. Where one joint and several debtor is released from liability without satisfaction of the creditor, such release does not benefit the others save to the extent justified by the circumstances or the nature of the obligation.III.  Relationship between joint and several debtors1.  Participation Art. 148 Unless the legal relationship between the joint and several debtors indicates otherwise, each of them assumes an equal share of the payment made to the creditor. A joint and several debtor who pays more than his fair share has recourse against the others for the excess. Amounts that cannot be recovered from one joint and several debtor must be borne in equal shares by the others.2.  SubrogationArt. 149 A joint and several debtor with right of recourse against his fellow debtors is subrogated to the rights of the creditor to the extent the latter has been satisfied. The creditor is liable if he favours the legal position of one joint and several debtor to the detriment of the others.B.  Joint and several creditorsArt. 150 Multiple creditors become joint and several creditors where the debtor states that he wishes to grant each of them the right to receive full performance of the debt and in the cases prescribed by law. Performance made to one joint and several creditor discharges the debtor as against all of them. The debtor may choose which joint and several creditor he makes the payment to, provided none of them has initiated legal proceedings against him.Section Two:  Conditional ObligationsA.  Condition precedentI.  In generalArt. 151 A contract is conditional if its binding nature is made dependent on the occurrence of an event that is not certain to happen. The contract takes effect as soon as this condition precedent occurs, unless the parties clearly intended otherwise.II.  Before the condition occurs Art. 152 Until such time as the condition precedent occurs, the conditional obligor must refrain from any act which might prevent the due performance of his obligation. A conditional obligee whose rights are jeopardised is entitled to apply for the same protective measures as if his claim were unconditional. On fulfilment of the condition precedent, dispositions made before it occurred are void to the extent that they impair the effect of the condition precedent.III.  Benefits enjoyed in the interimArt. 153 A creditor into whose possession a promised object has been delivered before the condition precedent occurred may, on fulfilment of the condition precedent, keep any benefits obtained from it in the interim. If the condition precedent fails to occur, he is obliged to return such benefits.B.  Condition subsequent Art. 154 A contract whose termination is made dependent on the occurrence of an event that is not certain to happen lapses as soon as that condition is fulfilled.  As a rule, there is no retroactive effect.C.  Joint provisions I.  Fulfilment of the conditionArt. 155If the condition consists of an act by one of the parties and that act need not be carried out in person, it may also be carried out by the party’s heirs.II.  Prevention in bad faithArt. 156A condition is deemed fulfilled where one of the parties has prevented its fulfilment by acting in bad faith.III.  Inadmissible conditions Art. 157Where a condition is attached with the intention of encouraging an unlawful or immoral act or omission, the conditional claim is void.Section Three: Earnest Money, Forfeit Money, Salary Deductions and Contractual PenaltiesA.  Earnest and forfeit moneyArt. 158 Earnest money paid on entering into a contract is deemed a mark of the party’s intention to honour the contract rather than a forfeit. Unless otherwise stipulated by agreement or local custom, the earnest money is retained by the recipient without being deducted from his claim.  Where a sum of forfeit money has been agreed, the party that paid the sum may withdraw from the contract by relinquishing it and the party that received it by returning twice the amount.B.  ...Art. 159Repealed by No II Art. 6 No 1 of the FA of 25 June 1971, with effect from 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.C.  Contractual penalty I.  Rights of the creditor1.  Relation between penalty and contractual performance Art. 160 Where a penalty is promised for non-performance or defective performance of a contract, unless otherwise agreed, the creditor may only compel performance or claim the penalty. Where the penalty is promised for failure to comply with the stipulated time or place of performance, the creditor may claim the penalty in addition to performance provided he has not expressly waived such right or accepted performance without reservation. The foregoing does not apply if the debtor can prove that he has the right to withdraw from the contract by paying the penalty.2.  Relation between penalty and damageArt. 161 The penalty is payable even if the creditor has not suffered any damage. Where the damage suffered exceeds the penalty amount, the creditor may claim further compensation only if he can prove that the debtor was at fault.3.  Forfeiture of part payments Art. 162 Any agreement that part payments are forfeited to the creditor in the event the contract is terminated shall be determined in accordance with the provisions governing contractual penalties. ... Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).II.  Amount, nullity and reduction of the penaltyArt. 163 The parties are free to determine the amount of the contractual penalty. The penalty may not be claimed where its purpose is to reinforce an unlawful or immoral undertaking or, unless otherwise agreed, where performance has been prevented by circumstances beyond the debtor’s control. At its discretion, the court may reduce penalties that it considers excessive.Title Five:  Assignment of Claims and Assumption of DebtA.  Assignment of claimsI.  Requirements1.  Voluntary assignmenta.  AdmissibilityArt. 164 A creditor may assign a claim to which he is entitled to a third party without the debtor’s consent unless the assignment is forbidden by law or contract or prevented by the nature of the legal relationship. The debtor may not object to the assignment on the grounds that it was excluded by agreement against any third party who acquires the claim in reliance on a written acknowledgement of debt in which there is no mention of any prohibition of assignment.b.  Form of the contractArt. 165 An assignment is valid only if done in writing. No particular form is required for an undertaking to enter into an assignment agreement.2.  Assignment by law or court orderArt. 166Where legal provisions or a court judgment require a claim to be assigned to another person, the assignment is effective towards third parties without need for any particular form or even for a statement of intent by the former creditor.II.  Effect of assignment1.  Position of the debtor a.  Payment made in good faithArt. 167Where, before the assignment has been brought to his attention by the assignor or the assignee, the debtor makes payment in good faith to his former creditor or, in the case of multiple assignments, to a subsequent assignee who acquired the claim, he is validly released from his obligation.b.  Refusal of payment and depositArt. 168 In the event of dispute as to entitlement, the debtor may refuse payment and discharge his obligation by depositing the payment with the court. He makes payment at his own risk if he does so with knowledge of the dispute. Where legal action is pending and the debt is due, each party may require the debtor to deposit the payment with the court.c.  Objections raised by the debtorArt. 169 Any objection that could have been made to the assignor’s claim may also be made to the assignee if it applied at the time the debtor first learned of the assignment. If the debtor held a countervailing claim that was not yet due at that time, he may nonetheless set it off against the assigned claim provided it did not fall due any later than the assigned claim.2.  Transfer of preferential and accessory rights, documents and evidenceArt. 170 The assignment of a claim includes all preferential and accessory rights except those that are inseparable from the person of the assignor. The assignor is bound to surrender to the assignee the legal document pertaining to the debt together with all available evidence thereof and to furnish him with all information necessary to assert the claim. Arrears of interest are presumed assigned with the main debt.3.  Warrantya.  In generalArt. 171 Where assignment is made for valuable consideration, the assignor warrants that the claim exists at the time of assignment. However, he does not warrant that the debtor is solvent unless he has undertaken to do so. Where there is no valuable consideration for the assignment, the assignor does not even warrant that the claim exists.b.  In the case of assignment by way of satisfaction Art. 172Where a creditor has assigned his claim in payment without fixing the amount at which the claim should be credited, the assignee need credit only the amount that he actually receives from the debtor or would have been able to obtain by exercising all due diligence. c.  Scope of liabilityArt. 173 The assignor is liable under warranty only for the valuable consideration received plus interest and in addition for the costs of the assignment and of any unsuccessful proceedings against the debtor. Where a claim is assigned by operation of law, the previous creditor warrants neither the existence of the claim nor the solvency of the debtor.III.  Special provisionsArt. 174Where the law envisages special provisions governing the assignment of claims, these are unaffected.B.  Assumption of debtI.  Debtor and debt acquirer Art. 175 A person who promises to answer for the debt of another assumes an obligation to release the debtor from his obligation either by satisfying the creditor or by taking the debtor’s place with the consent of the creditor. The debtor may not compel performance of the obligation by the party assuming the debt until the debtor has discharged his obligations under the debt assumption contract. If the previous debtor is not released from his debt, he may request that the new debtor furnish security.II.  Contract between debt acquirer and creditor1.  Offer and acceptanceArt. 176 The accession of the debt acquirer to the debt relationship in lieu of and with the release of the previous debtor is effected by means of a contract between the debt acquirer and the creditor. An offer to enter into the contract may consist of notification of the creditor that the debt is to be assumed. Notification must be made either by the debt acquirer or, on his authority, by the previous debtor. The creditor’s acceptance may be express or implied by the circumstances and is presumed once the creditor unreservedly takes receipt of a payment from the debt acquirer or consents to some other act performed by him in the capacity of debtor.2.  Lapse of offer Art. 177 The creditor may declare his acceptance at any time, but the debt acquirer and the former debtor may set the creditor a time limit for acceptance and where this expires without communication from the creditor, he is deemed to have refused the offer. If the creditor agrees some other debt assumption arrangement before the offer has been accepted and the new prospective debt acquirer has also made an offer to the creditor, the party that made the previous offer is no longer bound thereby.III.  Effect of change of debtor1.  Accessory rightsArt. 178 The rights that are accessory to the debt remain unaffected by the change of debtor save to the extent that they are inseparable from the person of the previous debtor. However, pledges and sureties provided by third parties remain in place in favour of the creditor only provided the pledgor or surety has consented to the assumption of the debt.2.  ObjectionsArt. 179 Any defences arising from the debt relationship are available to the new debtor as they were to the former. The new debtor may not invoke the defences personally available to the old debtor against the creditor, unless otherwise provided in the contract with the creditor. Where the debt acquirer has defences arising against the debtor from the legal relationship underlying the assumption of debt, these may not be invoked against the creditor.IV.  Failure of debt assumption contract Art. 180 In the event of the failure of the debt assumption contract, the previous debtor’s obligation is revived with all accessory rights, subject to the rights of bona fide third parties. The creditor may also claim damages from the would-be debt acquirer for any damage suffered as a result of the loss of security previously obtained or for similar reasons, unless the would-be debt acquirer can prove that he was in no way to blame for the failure of the debt assumption contract or the damage caused to the creditor.V.  Assignment of assets or a business with assets and liabilitiesArt. 181 A person to whom assets or a business with assets and liabilities are assigned automatically becomes liable to the creditors of the debts encumbering such assets or business on notification of the assignment to the creditors by him or by publication in official journals. However, the previous debtor remains jointly and severally liable with the new debtor for three years, commencing on the date of notification or publication in the case of claims already due and on the maturity date in the case of claims falling due subsequently. In other respects, an assumption of debt of this kind has the same effect as the assumption of an individual debt. The takeover by assignment of assets or businesses of commercial enterprises, cooperatives, associations, foundations or sole proprietorships registered in the commercial register is governed by the provisions of the Mergers Act of 3 October 2003. Amended by Annex No 2 to the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337). SR 221.301 Inserted by Annex No 2 to the Mergers Act of 3 Oct. 2003  (AS 2004 2617; BBl 2000 4337). 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, 2004 3969).VI.  ...Art. 182 Repealed by Annex No 2 to the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).VII.  In relation to division of estate and land purchaseArt. 183The special provisions governing assumption of debt when dividing estates or disposing of pledged immovable property are unaffected.Division Two:  Types of Contractual RelationshipTitle Six:  Sale and ExchangeSection One:  General ProvisionsA.  Rights and obligations of the parties in generalArt. 184 A contract of sale is a contract whereby the seller undertakes to deliver the item sold and transfer ownership of it to the buyer in return for the sale price, which the buyer undertakes to pay to the seller. Unless otherwise provided by agreement or custom, the seller and the buyer are obliged to discharge their obligations simultaneously quid pro quo. The price is deemed sufficiently determined where it can be determined from the circumstances.B.  Benefits and risksArt. 185 The benefit and risk of the object pass to the buyer on conclusion of the contract, except where otherwise agreed or dictated by special circumstance. Where the object sold is defined only in generic terms, the seller must select the particular item to be delivered and, if it is to be shipped, must hand it over for dispatch. In a contract subject to a condition precedent, benefit and risk of the object do not pass to the buyer until the condition has been fulfilled.C.  Reservation of cantonal lawArt. 186Cantonal law may limit or exclude the right to bring claims in connection with retail sales of alcoholic beverages, including hotel bills.Section Two:  The Chattel SaleA.  ObjectArt. 187 Any sale in which the object is not land, property or a right in rem entered in the land register is a chattel sale. Where constituent parts of land, such as crops, architectural salvage materials or quarry products, are separated therefrom for transfer to the acquirer, their sale constitutes a chattel sale.B.  Seller’s obligations I.  Transfer1.  Transfer costsArt. 188Unless otherwise provided by agreement or custom, the seller bears the costs of transfer and in particular those of measuring and weighing, while the buyer bears those of documentation and receipt.2.  Transport costsArt. 189 Unless otherwise provided by agreement or custom, if the object sold must be transported to a place other than the place of performance, the buyer bears the costs of such transport. The seller is presumed to have borne the transport costs where free delivery has been agreed. Where delivery free of shipping costs and duties has been agreed, the seller is deemed to have assumed the export, transit and import duties payable during transport but not the consumer tax levied on receipt of the object.3.  Delivery defaulta.  Withdrawal from commercial transactionsArt. 190 Where in commercial transactions the contract specifies a time limit for delivery and the seller is in default, the presumption is that the buyer will forego delivery and claim damages for non-performance. However, if the buyer prefers to demand delivery, he must inform the seller without delay on expiry of the time limit.b.  Liability for and computation of damages Art. 191 A seller who fails to discharge his contractual obligation is liable for the resultant damage to the buyer.  The buyer in a commercial transaction is entitled to compensation of the difference between the sale price and the price he has paid in good faith to replace the object that was not delivered to him. In the case of goods with a market or stock exchange price, the buyer need not buy the replacement object but is entitled to claim as damages the difference between the contractual sale price and the market price at the time of performance.II.  Warranty of title 1.  Warranty obligation Art. 192 The seller is obliged to transfer the purchased goods to the buyer free from any rights enforceable by third parties against the buyer that already exist at the time the contract is concluded. Where on conclusion of the contract the buyer was aware of the existence of such rights, the seller is not bound unless by any express warranty given. Any agreement to exclude or limit the warranty obligation is void if the seller has intentionally omitted to mention the right of a third party.2.  Procedurea.  Third-party noticeArt. 193 The requirements for and effects of the third-party notice are governed by the CPC. In the event of failure to serve the third-party notice for reasons not attributable to the seller, he is released from his warranty obligation to the extent that he can prove that the outcome would have been more favourable had the third-party notice been served promptly. 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; BBl 2006 7221). SR 272b.  Surrender of object without court decision Art. 194 The seller remains subject to the warranty obligation even if the buyer has in good faith acknowledged the right of a third party without waiting for a court decision or if he has agreed to submit to arbitration, provided that the seller was warned of the arbitration proceedings in good time but declined an invitation to engage therein. The same applies if the buyer proves that he was compelled to surrender the object.3.  Rights of the buyera.  Full dispossessionArt. 195 In the case of full dispossession, the contract of sale is deemed terminated and the buyer has the right to claim:1. restitution of the price paid, with interest, less the value of any fruits the buyer has obtained or neglected to obtain from the object and other benefits derived therefrom;2. reimbursement of his expenditures on the object, to the extent this cannot be obtained from the third party with the superior right;3. reimbursement of all judicial and extra-judicial costs arising from the proceedings, apart from those he would have avoided by serving third-party notice on the seller;4. compensation for all other damage directly caused by the dispossession. The seller is also obliged to make good any further loss suffered by the buyer unless the seller can prove that he is not at fault.b.  Partial dispossessionArt. 196 Where the buyer is dispossessed of only part of the purchased object or it is encumbered with a charge in rem for which the seller is guarantor, the buyer may not seek termination of the contract of sale but may only claim damages for being thus dispossessed. However, where in the circumstances there is cause to presume that he would not have entered into the contract if he had foreseen such a partial dispossession, he has the right to request its termination. In this case, he must return to the seller that part of the item of which he has not been dispossessed together with the benefits he obtained from it in the interim.c.  Objects of cultural heritageArt. 196aIn the case of objects of cultural heritage within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003, actions for breach of warranty of title prescribe one year after the buyer discovered the defect of title but in any event 30 years after the contract was concluded. Inserted by Art. 32 No 2 of the Cultural Property Transfer Act of 20 June 2003, in force since 1 June 2005 (AS 2005 1869; BBl 2002 535). SR 444.1III.  Warranty of quality and fitness 1.  Object of the warrantya.  In generalArt. 197The seller is liable to the buyer for any breach of warranty of quality and for any defects that would materially or legally negate or substantially reduce the value of the object or its fitness for the designated purpose. He is liable even if he was not aware of the defects.b.  In livestock tradingArt. 198There is no warranty obligation in sales of livestock (horses, donkeys, mules, cattle, sheep, goats or pigs) unless the seller has given express warranty in writing to the buyer or has intentionally misled the buyer.2.  Exclusion of warrantyArt. 199Any agreement to exclude or limit the warranty obligation is void if the seller has fraudulently concealed the failure to comply with warranty from the buyer.3.  Defects known to the buyerArt. 200 The seller is not liable for defects known to the buyer at the time of purchase. He is not liable for defects that any normally attentive buyer should have discovered unless he assured the buyer that they do not exist.4.  Notice of defects a.  In generalArt. 201 The buyer must inspect the condition of the purchased object as soon as feasible in the normal course of business and, if he discovers defects for which the seller is liable under warranty, must notify him without delay. Should he fail to do so, the purchased object is deemed accepted except in the case of defects that would not be revealed by the customary inspection. Where such defects come to light subsequently, the seller must be notified immediately, failing which the object will be deemed accepted even in respect of such defects.b.  In livestock trading Art. 202 Where in a sale of livestock a written assurance includes no time limit and does not warrant that an animal is pregnant, the seller is not liable to the buyer unless a defect is discovered and notified within nine days of delivery or of the notice of default in taking delivery and an application is made to the competent authority within the same time limit to have the animal examined by experts. The court evaluates the experts’ report at its discretion. In other respects the procedure is governed by regulations enacted by the Federal Council.5.  Intentional deceitArt. 203Where the seller has wilfully misled the buyer, liability for breach of warranty is not limited by any failure on the buyer’s part to give prompt notice of defects.6.  Remote sale and purchaseArt. 204 A buyer who complains that an object sent from another place is defective is obliged to place it in temporary storage, provided the seller has no representative in the place in which it was received, and cannot simply return it to the seller. The buyer is obliged to have the condition of the object duly and promptly witnessed, failing which he will bear the burden of proving that the alleged defects already existed when he took receipt of the object. Where there is a risk that the object will rapidly deteriorate, the buyer has the right and, should the interests of the seller so require, the obligation to arrange its sale with the assistance of the competent authority of the place where the object is located, but must notify the seller of such sale as soon as possible to avoid rendering himself liable in damages.7.  Types of action a.  Rescission or reduction Art. 205 In claims for breach of warranty of quality and fitness, the buyer may sue either to rescind the contract of sale for breach of warranty or to have the sale price reduced by way of compensation for the decrease in the object’s value. Even where the buyer has brought action for rescission the court is free to order a reduction in the price of the object if it does not consider rescission justified by the circumstances. If the decrease in the object’s value is equal to the sale price, the buyer may only sue for rescission.b.  Substitute performanceArt. 206 Where the contract of sale is for delivery of a specified quantity of fungibles, the buyer may choose to bring action either for rescission or for a reduction in the sale price or to request other acceptable goods of the same kind. Where the purchased objects have not been sent from another place, the seller may discharge his obligation to the buyer by immediately delivering acceptable items of the same kind and making good any damage the buyer has suffered.c.  Rescission when the object is destroyedArt. 207 Action for rescission of the contract of sale may be brought if the object has been destroyed as a result of its defects or by accident. In such cases the buyer must return only that which remains of the object. If the object is destroyed through the fault of the buyer or has been sold on or transformed by him, his only claim is for compensation for the decrease in value.8.  Rescission of the contract of salea.  In generalArt. 208 In the event of rescission of the contract of sale the buyer must return the object to the seller together with any benefits derived from it in the interim. The seller must reimburse to the buyer the sale price paid together with interest and, in accordance with the provisions governing full dispossession, compensation for litigation costs, expenses and the damage incurred by the buyer as a result of the delivery of defective goods. The seller is obliged to compensate the buyer for any further damage unless he can prove that no fault is attributable to him.b.  For sales of batches or sets of objects Art. 209 Where the sale involves a batch or set of objects of which only some are defective, action for rescission may be brought only in respect of the defective items. However, where the defective items cannot be separated from the unflawed items without substantial prejudice to the buyer or the seller, rescission of the contract of sale must extend to the entire batch or set. Rescission in respect of the main sale object necessarily involves rescission in respect of all accessory objects even if they are priced separately, whereas rescission in respect of accessory objects does not extend to the main object.9.  PrescriptionArt. 210 An action for breach of warranty of quality and fitness prescribes two years after delivery of the object to the buyer, even if he does not discover the defects until later, unless the seller has assumed liability under warranty for a longer period. The period amounts to five years where defects in an object that has been incorporated in an immovable work in a manner consistent with its nature and purpose have caused the work to be defective. In the case of cultural property within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003, actions for breach of warranty of quality and fitness prescribe one year after the buyer discovered the defect but in any event 30 years after the contract was concluded. An agreement to reduce the prescriptive period is null and void if:a. the prescriptive period is reduced to less than two years, or less than one year in the case of second-hand goods;b. the object is intended to be used by the buyer or his or her family; andc. the seller is acting in the course of his or her professional or commercial activities. The defence of defective goods remains available to the buyer provided he has notified the seller within the prescriptive period. The seller may not invoke the prescriptive period if it is proved that he wilfully misled the buyer. The foregoing does not apply to the 30-year period under paragraph 3. Amended by No I of the FA of 16 March 2012 (Prescription of Guarantee Claims. Extension and Coordination), in force since 1 Jan. 2013 (AS 2012 5415; BBl 2011 2889 3903). SR 444.1C.  Obligations of the buyer I.  Payment of the sale price and acceptance of the objectArt. 211 The buyer has an obligation to pay the price in accordance with the terms of the contract and to accept the sale object provided it is offered to him by the seller as contractually agreed. Unless otherwise provided by agreement or custom, such acceptance must take place immediately.II.  Fixing the priceArt. 212 Where the buyer places a firm order without indicating the sale price, the price is presumed to be the average current market price at the place of performance. Where the price is based on the weight of the goods, the weight of the packaging (tare) is deducted. The foregoing does not apply to special commercial customs whereby the gross weight of certain resale merchandise is reduced by a set amount or percentage or the price is based on the gross weight including packaging.III.  Time when price falls due, interestArt. 213 The price falls due as soon as the property passes into the buyer’s possession, unless some other juncture is agreed. Regardless of the provision governing default on expiry of a specified time limit, interest accrues on the sale price even if no reminder is issued where such practice is customary or the buyer may derive fruits or other benefits from the purchased object.IV.  Buyer in default 1.  Seller’s right of withdrawal Art. 214 Where the property is to be delivered against advance payment of the price in full or in instalments and the buyer is in default on such payment, the seller is entitled to withdraw from the contract without further formality. However, if he intends to exercise this right he must notify the buyer immediately. Where the purchased object has passed into the buyer’s possession prior to payment, the seller may withdraw from the contract on the grounds that the buyer is in default and demand the return of the object only if he has expressly reserved the right to do so.2.  Liability for and computation of damagesArt. 215 Where the buyer in a commercial transaction fails to discharge his payment obligation, the seller is entitled to compensation for the difference between the sale price and the price at which he has subsequently sold the object in good faith. In the case of goods with a market or stock exchange price, the seller is entitled to claim as damages the difference between the contractual sale price and the market price at the time of performance without needing to sell the object on.Section Three:  The Sale of Immovable Property A.  Formal requirementsArt. 216 A contract for the sale of immovable property is valid only if done as a public deed. A preliminary contract and an agreement conferring a right of pre-emption, purchase or repurchase in relation to immovable property is valid only if done as a public deed. An agreement conferring a right of pre-emption without fixing a price is valid if done in writing.Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).A.  Duration and priority noticeArt. 216aRights of pre-emption or repurchase may be agreed for a maximum duration of 25 years and rights of purchase for a maximum of 10 years, and they may be entered under priority notice in the land register.Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).A.  Inheritance and assignmentArt. 216b Unless otherwise agreed, contractual rights of pre-emption, purchase and repurchase may be inherited but not assigned. Where assignment is permitted by contractual agreement, it is subject to the same formal requirements as apply to the establishment of the right.Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).A.  Rights of pre-emptionI.  Pre-emption eventsArt. 216c A right of pre-emption may be exercised on the sale of the immovable property or any other legal transaction economically equivalent to a sale (pre-emption event). In particular, the following are not pre-emption events: allocation to an heir in the division of an estate, forced sale, or acquisition in performance of public duties.Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).II.  Effect of pre-emption, conditionsArt. 216d The seller must inform persons with a right of pre-emption of the conclusion and content of any contract of sale entered into. Where the contract of sale is terminated after the right of pre-emption has been exercised or if necessary permission is refused for reasons pertaining to the person of the buyer, such termination or refusal has no effect on the person to whom the right of pre-emption accrues. Unless the pre-emption agreement provides otherwise, the person with the right of pre-emption may purchase the property on the conditions agreed by the seller with the third party.Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).III.  Exercise, forfeitureArt. 216eA person wishing to exercise his right of pre-emption must give notice of his intention within three months to the seller or, if it is entered in the land register, to the owner. This time limit commences on the day on which the person with the right of pre-emption became aware of the conclusion and content of the contract of sale.Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994  (AS 1993 1404; BBl 1988 III 889).B.  Conditional purchase and reservation of ownership Art. 217 Conditional purchases of immovable property are not entered in the land register until the condition has been fulfilled. A reservation of ownership may not be entered in the land register.C.  Agricultural propertiesArt. 218The Federal Act of 4 October 1991 on Rural Land Rights applies to the sale of agricultural properties.Amended by Art. 92 No 2 of the FA of 4 Oct. 1991 on Rural Land Rights, in force since 1 Jan. 1994 (AS 1993 1410; BBl 1988 III 953).SR 211.412.11D.  WarrantyArt. 219 Unless otherwise agreed, the seller of a property must compensate the buyer if it is not of the size indicated in the contract of sale. Where the property is not of the size entered in the land register based on an official survey, the seller must compensate the buyer only where he gave express warranty to that effect. The warranty obligation in respect of defects in a building prescribes five years after ownership is acquired.E.  Benefits and risksArt. 220Where the agreement stipulates a date on which the buyer is to take possession of the property, the presumption is that the associated benefits and risks do not pass to the buyer until that date.F.  Reference to chattel saleArt. 221In other respects, the provisions governing chattel sale apply mutatis mutandis to the sale and purchase of land.Section Four:  Special Types of SaleA.  Sale by sampleArt. 222 In a sale by sample, the person to whom the sample was entrusted is not obliged to prove that the sample he presented is identical with the one received; his personal assurance to the court is sufficient, even where the sample presented has altered in form since delivery, provided that such alteration was a necessary consequence of the examination made of the sample. In any event the other party is entitled to prove that the sample is not the same one. If the sample has been spoiled or been destroyed while in the possession of the buyer, even if he was not at fault, the onus is not on the seller to prove that the object conforms with the sample, but on the buyer to prove the contrary.B.  Sale on approval or inspectionI.  Effect Art. 223 In a sale on approval or inspection, the buyer is free to accept or refuse the object. Until it is accepted, the seller remains its owner even if it has passed into the buyer’s possession.II.  Inspection on the seller’s premisesArt. 224 Where the object is to be inspected on the premises of the seller, he is released from his obligation if the buyer fails to accept the object within the agreed or customary time limit. In the absence of any such time limit the seller may, after an appropriate interval, call on the buyer to declare whether he accepts the object, and the seller is released from his obligation if the buyer fails to make such declaration immediately on request.III.  Inspection on the buyer’s premisesArt. 225 Where the object has been delivered to the buyer prior to inspection, the sale is deemed to have been approved if the buyer neither declares that he rejects the object nor returns it within the agreed or customary time limit or, in the absence of any such time limit, immediately on demand by the seller.  The sale is similarly treated as completed, if the buyer pays the whole or part of the price without reservation or if he deals with the property otherwise than was necessary for its inspection.Art. 226Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963  (AS 1962 1047; BBl 1960 I 523).C.  ...Art. 226a–226dInserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 226e Inserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by No I of the FA of 14 Dec. 1990, with effect from 1 July 1991 (AS 1991 974; BBl 1989 III 1233, 1990 I 120).Art. 226f–226kInserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 226l  Inserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).Art. 226mInserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 227Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963  (AS 1962 1047; BBl 1960 I 523).Art. 227a–227iInserted by No I of the FA of 23 March 1962 (AS 1962 1047; BBl 1960 I 523). Repealed by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Payment Agreements), with effect from 1 July 2014 (AS 2014 869; BBl 2013 4631 5793).Art. 228Repealed by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Payment Agreements), with effect from 1 July 2014 (AS 2014 869; BBl 2013 4631 5793).D.  AuctionsI.  Conclusion of the purchaseArt. 229 At a compulsory auction, a contract of sale is concluded when the official auctioneer knocks the object down to the highest bidder. In the case of a voluntary auction that has been publicly announced and is open to all bidders, a contract of sale is concluded when the seller accepts the bid of the highest bidder. Unless the seller has expressed some other intention, the auctioneer is deemed to have the authority to knock the object down to the highest bidder.II.  AvoidanceArt. 230 Any interested party may within ten days bring a claim for avoidance in respect of an auction whose outcome has been influenced by unlawful or immoral means. In the case of a compulsory auction, the avoidance claim must be brought before the supervisory authority, and in all other cases before the court.III.  Binding nature of bids at auction1.  In generalArt. 231 A bidder is bound by his offer according to the auction terms and conditions. Unless these provide otherwise, he is released from his obligation if a higher bid is made or if his own bid is not accepted immediately after the usual call has been made.2.  Immovable propertyArt. 232 In the case immovable property, the highest bid must be accepted or refused at the auction itself. Any condition whereby the bidder is bound to maintain his bid after the auction is void, other than in the case of compulsory auctions or sales of land or buildings that require official approval.IV.  Cash payment Art. 233 The successful bidder must pay in cash unless the auction terms and conditions provide otherwise. The seller may immediately withdraw from the transaction if payment is not tendered in cash or in accordance with the auction terms and conditions.V.  WarrantyArt. 234 Sale at compulsory auction is without warranty, apart from special assurances given or where the bidders are intentionally deceived. The successful bidder acquires the object in the condition and with the attendant rights and encumbrances indicated in the public registers or the lot description and/or those that exist by operation of law. In sales at voluntary public auction, the seller has the same liability as in any other sale, but in the lot description he may disclaim any warranty obligation with the exception of liability for intentional deceit.VI.  Transfer of ownership Art. 235 The successful bidder for a chattel acquires title to it as soon as it is knocked down to him, whereas ownership of immovable property is not transferred until the entry is made in the land register. The official auctioneers immediately notify the land registry of the sale at auction by reference to the formal auction record. The provisions governing acquisition of ownership at compulsory auction are reserved.VII.  Cantonal provisionsArt. 236The cantons may enact other provisions governing sale at public auction within the bounds of federal law.Section Five:  The Contract of ExchangeA.  Reference to provisions governing purchaseArt. 237The rules governing contracts of sale also apply to contracts of exchange in the sense that each party to the exchange is treated as seller in respect of the object promised by him and as buyer in respect of the object promised to him.B.  WarrantyArt. 238A party to the exchange who is dispossessed of the object received or has returned it as defective may either claim for damages or for the return of the object that he delivered.Title Seven:  The GiftA.  DefinitionArt. 239 A gift is any inter vivos disposition in which a person uses his assets to enrich another without receiving an equivalent consideration. Waiving a right before having acquired it or renouncing an inheritance does not constitute a gift. The performance of a moral duty is not considered to be a gift.B.  Personal capacityI.  Of the donorArt. 240 A person with capacity to act may make gifts of his assets within the bounds imposed by matrimonial property law and inheritance law. The assets of a person who lacks capacity to act may be used only to make customary occasional gifts. The liability of the legal representative is reserved. ... Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001). Repealed by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), with effect from 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).II.  Of the recipient Art. 241 A person who lacks capacity to act may accept and legally acquire title to a gift provided he has capacity to consent. However, the gift is not acquired or is annulled where his legal representative forbids him to accept it or instructs him to return it.C.  Establishing the giftI.  From hand to handArt. 242 A gift from hand to hand is made when the donor presents the object to the recipient. Gifts of title or rights in rem to immovable property are not effective until an entry is made in the land register. The entry presupposes a valid promise to give.II.  Promise of a gift Art. 243 The promise of a gift is valid only if done in writing. A promise to give title or rights in rem to immovable property is valid only if done as a public deed. On fulfilment of the promise to give, the relationship is treated as a gift from hand to hand.III.  Effect of acceptanceArt. 244A person who bestows an object on another person by way of a gift may reverse the bestowal at any time before the recipient has accepted it, even where he has effectively separated it from his assets.D.  Conditions and provisosI.  In generalArt. 245 Conditions or provisos may be attached to a gift. A gift whose occurrence is made contingent on the donor’s death is subject to the provisions governing testamentary dispositions.II.  Fulfilment of provisosArt. 246 The donor may bring action for fulfilment of a proviso that has been accepted by the recipient. Where fulfilment of the proviso is in the public interest, the competent authority may compel fulfilment after the death of the donor. The recipient may refuse to fulfil the proviso if the value of the gift does not cover the expenses occasioned by the proviso and he is not reimbursed for the shortfall.III.  Reversion clauseArt. 247 The donor may provide that the object given shall revert to him in the event that the recipient dies before he does.  A reversionary right attached to a gift of title or rights in rem to immovable property may be entered under priority notice in the land register.E.  Liability of the donorArt. 248 The donor is liable for damage caused by the gift to the recipient only in the event of wilful injury or gross negligence. He need give only such warranty as he has promised in respect of the object given or the claim assigned.F.  Annulment of giftsI.  Claim for return of giftArt. 249Where a gift has been made from hand to hand or a promise to give has been fulfilled, the donor may revoke the gift and claim return of the object given, provided the recipient is still enriched thereby:1. if the recipient has committed a serious criminal offence against the donor or a person close to him;2. if the recipient has grossly neglected his duties under family law towards the donor or any of the latter’s dependants;3. if the recipient has failed without good cause to fulfil the provisos attached to the gift.  Amended by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000  (AS 1999 1118; BBl 1996 I 1).II.  Revocation and invalidation of a promise to giveArt. 250 The donor who has made a promise to give may revoke the promise and refuse to fulfil it:1. on the same grounds as justify a claim for return of the object given in the case of a gift from hand to hand;2. where since the promise was made the donor’s financial situation has altered to such an extent that making the gift would cause serious hardship;3. where since the promise was made the donor has acquired duties under family law that previously did not exist or were significantly less onerous. All promises to give are annulled when a certificate of loss is issued against the donor or he is declared bankrupt.III.  Prescription and heirs’ right of action Art. 251 Revocation may take place at any time in the year commencing on the day on which the grounds for revocation came to the donor’s attention. If the donor dies before the end of this one-year period, his right of action passes to his heirs for the remainder of the period. The donor’s heirs may revoke the gift if the recipient wilfully and unlawfully caused the donor’s death or prevented him from exercising his right of revocation.IV.  Death of the donorArt. 252Unless otherwise provided, where the donor has undertaken to make periodic payments or performance, his obligation is extinguished on his death.Title Eight: The LeaseAmended by No I of the FA of 15 Dec. 1989, in force since 1 July 1990  (AS 1990 802; BBl 1985 I 1369). See also the financial provisions of Titles VIII and VIII Art. 5, at the end of this Code.Section One:  General ProvisionsA.  Definition and scope of applicationI.  DefinitionArt. 253Leases are contracts in which a landlord or lessor grants a tenant or lessee the use of an object in exchange for rent.II.  Scope of application1.  Residential and commercial premisesArt. 253a The provisions governing the leasing of residential and commercial premises are also applicable to objects on such premises of which the tenant has use. They are not applicable to holiday homes hired for three months or less. The Federal Council issues the provisions for implementation.2.  Provisions on protection against unfair rentsArt. 253b The provisions governing protection against unfair rents (Art. 269 et seq.) apply mutatis mutandis to non-agricultural leases and to other contracts whose essential purpose is to regulate the transfer of the use of residential or commercial premises against valuable consideration. They do not apply to the lease of luxury apartments and single-occupancy residential units with six or more bedrooms and reception rooms (not including the kitchen). The provisions governing challenges to unfair rents do not apply to residential premises made available with public sector support for which rent levels are set by a public authority.B.  Tie-in transactionsArt. 254A tie-in transaction linked to a lease of residential or commercial premises is void where the conclusion or continuation of the lease is made conditional on such transaction and, under its terms, the tenant assumes an obligation towards the landlord or a third party which is not directly connected with the use of the leased premises.C.  DurationArt. 255 Leases may be concluded for a limited or indefinite duration. Where the intention is that they should end without notice on expiry of the agreed duration, they have a limited duration. Other leases are deemed to be of indefinite duration.D.  Obligations of the landlord I.  In generalArt. 256 The landlord or lessor is required to make the object available on the agreed date in a condition fit for its designated use and to maintain it in that condition. Clauses to the contrary to the detriment of the tenant or lessee are void if they are set out:a. in previously formulated general terms and conditions;b. in leases for residential or commercial premises.II.  Duty of disclosureArt. 256a If a report was drawn up on the return of the object at the end of the previous lease, the landlord or lessor must on request make this document available for perusal by the new tenant or lessee when the object is handed over to him. Similarly, the new tenant or lessee has the right to be informed of the amount of rent paid under the previous lease.III.  Charges and taxesArt. 256bThe landlord or lessor bears all taxes and charges in connection with the leased object.E.  Obligations of the tenant or lesseeI.  Payment of rent and accessory charges1.  RentArt. 257The rent is the consideration owed by the tenant or lessee to the landlord or lessor for the transfer of the use of the object.2.  Accessory chargesa.  In generalArt. 257a Accessory charges are the consideration due for services provided by the landlord or lessor or a third party in connection with the use of the property. They are payable by the tenant or lessee only where this has been specifically agreed with the landlord or lessor.b.  Residential and commercial premisesArt. 257b Accessory charges for residential and commercial premises are the actual outlays made by the landlord for services connected with the use of the property, such as heating, hot water and other operating costs, as well as public taxes arising from the use of the property. The landlord must allow the tenant on his request to inspect the documentation for such outlays.3.  Payment deadlinesArt. 257cThe tenant or lessee must pay the rent and, where applicable, the accessory charges at the end of each month and at the latest on expiry of the lease, unless otherwise agreed or required by local custom.4.  Tenant in arrearsArt. 257d Where, having accepted the property, the tenant or lessee is in arrears with payments of rent or accessory charges, the landlord or lessor may set a time limit for payment and notify him that in the event of non-payment the landlord or lessor will terminate the lease on expiry of that time limit. The minimum time limit is ten days, and 30 days for leases of residential or commercial premises. In the event of non-payment within the time limit the landlord or lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.II.  Security furnished by the tenant Art. 257e Where the tenant of residential or commercial premises furnishes security in the form of cash or negotiable securities, the landlord must deposit it in a bank savings or deposit account in the tenant’s name. In residential leases, the landlord is not entitled to ask for more than three months’ rent by way of security. The bank may release such security only with the consent of both parties or in compliance with a final payment order or final decision of the court. On expiry of one year following the end of the lease, the tenant or lessee may request that the security be returned to him by the bank if no claim has been brought against him by the landlord or lessor. The cantons may enact further provisions.III.  Care and consideration Art. 257f The tenant or lessee must use the object with all due care. Where the lease relates to immovable property, the tenant must show due consideration for others who share the building and for neighbours. If, despite written warning from the landlord or lessor, the tenant or lessee continues to act in breach of his duty of care and consideration such that continuation of the lease becomes unconscionable for the landlord or lessor or other persons sharing the building, the landlord or lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month. However, leases of residential and commercial premises may be terminated with immediate effect if the tenant intentionally causes serious damage to the property.IV.  Duty of notification Art. 257g On learning of defects which he himself is not obliged to remedy, the tenant or lessee must inform the landlord or lessor. Failure to notify renders the tenant or lessee liable for any damage incurred by the landlord or lessor as a result.V.  Duty of toleranceArt. 257h The tenant or lessee must tolerate works intended to remedy defects in the object or to repair or prevent damage. The tenant or lessee must permit the landlord or lessor to inspect the object to the extent required for maintenance, sale or future leasing. The landlord or lessor must inform the tenant or lessee of works and inspections in good time and take all due account of the latter’s interests when they are carried out; all claims of the tenant or lessee for reduction of the rent (Art. 259d) and for damages (Art. 259e) are reserved.F.  Non-performance or defective performance when object handed overArt. 258 Where the landlord or lessor fails to hand over the property on the agreed date or hands it over with defects rendering it wholly or partly unfit for its designated use, the tenant or lessee may sue for non-performance of contractual obligations pursuant to Articles 107–109 above. Where the tenant or lessee accepts the object despite such defects but insists that the contract be duly performed, he may make only such claims as would have accrued to him had the defects arisen during the lease (Art. 259a–259i). The tenant or lessee may bring the claims pursuant to Articles 259a–259i below even if, when handed over to him, the object has defects:a. which render the object less fit for its designated use, albeit not substantially so;b. which the tenant or lessee would have to remedy at his own expense during the lease (Art. 259).G.  Defects during the contractI.  Obligation of tenant to carry out minor cleaning and repairsArt. 259The tenant or lessee must remedy defects which can be dealt with by minor cleaning or repairs as part of regular maintenance and, depending on local custom, must do so at his own expense.II.  Rights of the tenant 1.  In generalArt. 259a Where defects arise in the object which are not attributable to the tenant or lessee and which he is not obliged to remedy at his own expense, or where he is prevented from using the object as contractually agreed, he may require that the landlord or lessor:a. repair the object;b. reduce the rent proportionately;c. pay damages;d. assume responsibility for litigation against a third party. In addition, a tenant of immovable property may pay rent on deposit rather than to the landlord.2.  Remedy of defectsa.  General principleArt. 259bWhere the landlord is aware of a defect and fails to remedy it within a reasonable time, the tenant may:a. terminate the contract with immediate effect if the defect renders the leased property unfit or significantly less fit for its designated use or renders a chattel less fit for purpose;b. arrange for the defect to be remedied at the landlord’s or lessor’s expense if it renders the object less fit for its designated use, albeit not substantially so.b.  ExceptionArt. 259cThe tenant or lessee is not entitled to rectification of the defect where the landlord or lessor provides full compensation for the defective object within a reasonable time.3.  Reduction of rent Art. 259dWhere the object is rendered unfit or less fit for its designated use, the tenant or lessee may require the landlord or lessor to reduce the rent proportionately from the time when the landlord or lessor became aware of the defect until the defect is remedied.4.  DamagesArt. 259eWhere the defect has caused damage to the tenant or lessee, the landlord or lessor is liable in damages unless he can prove that he was not at fault.5.  Assumption of litigationArt. 259fWhere a third party claims a right over the object that is incompatible with the rights of the tenant or lessee, on notification by the latter the landlord or lessor is obliged to assume responsibility for the litigation.6.  Deposit of renta.  General principleArt. 259g A tenant of immovable property requesting that a defect be remedied must, in writing, set the landlord a reasonable time limit within which to comply with such request and may warn him that, in the event of failure to comply, on expiry of the time limit the tenant will deposit his future rent payments with an office designated by the canton. He must notify the landlord in writing of his intention to pay rent on deposit. Rent paid on deposit is deemed duly paid.b.  Release of deposited rentArt. 259h The landlord becomes entitled to the rent paid on deposit if the tenant or lessee does not bring claims against him before the conciliation authority within 30 days of the due date for the first rent payment paid into deposit. On being notified by the tenant that he intends to pay rent on deposit as it falls due, the landlord may apply to the conciliation authority for release of rent unjustly paid on deposit.c.  ProcedureArt. 259iThe procedure is governed by the CPO. 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; BBl 2006 7221). SR 272H.  Renovations and modificationsI.  By the landlordArt. 260 The landlord or lessor may renovate or modify the object only where conscionable for the tenant or lessee and the lease has not been terminated. In carrying out such works, the landlord or lessor must give due consideration to the tenant or lessee’s interests; all claims of the tenant or lessee for reduction of the rent (Art. 259d) and for damages (Art. 259e) are reserved. II.  By the tenantArt. 260a The tenant or lessee may renovate or modify the object only with the written consent of the landlord or lessor. Once such consent has been given, the landlord or lessor may require the restoration of the object to its previous condition only if this has been agreed in writing. Where at the end of the lease the object has appreciated significantly in value as a result of renovations or modifications to which the landlord or lessor consented, the tenant or lessee may claim appropriate compensation for such appreciation, subject to any written agreements providing for higher levels of compensation.J.  Change of ownershipI.  Alienation of the objectArt. 261 Where after concluding the contract the landlord alienates the object or is dispossessed of it in debt collection or bankruptcy proceedings, the lease passes to the acquirer together with ownership of the object. However, the new owner may:a. serve notice to terminate a lease on residential or commercial premises as of the next legally admissible termination date if he claims an urgent need of such premises for himself, his close relatives or in-laws;b. serve notice to terminate a rental agreement in respect of other objects as of the next legally admissible termination date unless the contract allows for earlier termination. If the new owner terminates sooner than is permitted under the contract with the existing landlord or lessor, the latter is liable for all resultant losses. The provisions governing compulsory purchase are unaffected.II.  Conferral of limited rights in remArt. 261aWhere the landlord or lessor grants a third party a limited right in rem and this is tantamount to a change of ownership, the provisions governing alienation of the object apply mutatis mutandis.III.  Entry under priority notice in the land registerArt. 261b The parties to a lease may agree to have it entered under priority notice in the land register. The effect of such entry is that every future owner must allow the property to be used in accordance with the lease.K.  Sub-lettingArt. 262 A tenant may sub-let all or part of the property with the landlord’s consent. The landlord may refuse his consent only if:a. the tenant refuses to inform him of the terms of the sub-lease;b. the terms and conditions of the sub-lease are unfair in comparison with those of the principal lease;c. the sub-letting gives rise to major disadvantages for the landlord. The tenant is liable to the landlord for ensuring that the sub-tenant uses the property only in the manner permitted to the tenant himself. To this end the landlord may issue reminders directly to the sub-tenant.L.  Transfer of lease to a third partyArt. 263 The tenant of commercial premises may transfer his lease to a third party with the landlord’s written consent. The landlord may withhold consent only for good cause. Once the landlord gives his consent, the third party is subrogated to the rights and obligations of the tenant under the lease. The tenant is released from his obligations towards the landlord. However, he remains jointly and severally liable with the third party until such time as the lease ends or may be terminated under the contract or by law, but in any event for no more than two years.M.  Early return of the objectArt. 264 Where the tenant or lessee returns the object without observing the notice period or the deadline for termination, he is released from his obligations towards the landlord or lessor only if he proposes a new tenant or lessee who is acceptable to the landlord or lessor, solvent and willing to take on the lease or rental agreement under the same terms and conditions. Otherwise, the tenant or lessee must continue to pay the rent until such time as the lease ends or may be terminated under the contract or by law. Against the rent owing to him, the landlord or lessor must permit account to be taken of:a. any expenses he has saved, andb. any earnings which he has obtained, or intentionally failed to obtain, from putting the object to some other use.N.  Set-offArt. 265The landlord or lessor and the tenant or lessee may not waive in advance their right to set off claims arising from the lease.O.  End of leaseI.  Expiry of agreed durationArt. 266 Where the parties have expressly or tacitly agreed to a limited duration, the lease comes to an end on expiry thereof without any need for notice to be given. If the lease is tacitly continued, its duration becomes indefinite.II.  Notice of termination and termination dates1.  In generalArt. 266a The parties may give notice to terminate a lease of indefinite duration by observing the legally prescribed notice periods and termination dates, except where they have agreed a longer notice period or a different termination date. Where the prescribed notice period or termination date is not observed, termination will be effective as of the next termination date.2.  Immovable and movable structuresArt. 266bA party may terminate a lease of immovable property or a movable structure by giving three months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a six-month period of the lease.3.  Residential premisesArt. 266cA party may terminate a lease of residential premises by giving three months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a three-month period of the lease.4.  Commercial premisesArt. 266dA party may terminate the lease of a commercial property by giving six months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a three-month period of the lease.5.  Furnished rooms and parking spacesArt. 266eA party may terminate the lease of furnished rooms, a separately rented parking space or other comparable facility by giving two weeks’ notice expiring at the end of a one-month period of the lease. 6.  ChattelsArt. 266fA party may terminate a lease of chattels by giving three days’ notice expiring at any time.III.  Extraordinary notice1.  Good causeArt. 266g Where performance of the contract becomes unconscionable for the parties for good cause, they may terminate the lease by giving the legally prescribed notice expiring at any time. The court determines the financial consequences of early termination, taking due account of all the circumstances.2.  Bankruptcy of the tenant or lesseeArt. 266h Where the tenant or lessee becomes bankrupt after taking possession of the property, the landlord or lessor may call for security for future rent payments. He must grant the tenant or lessee and the bankruptcy administrators an appropriate time limit in which to furnish it. Where no such security is furnished to the landlord or lessor, he may terminate the contract with immediate effect.3.  Death of the tenant or lesseeArt. 266iIn the event of the death of the tenant or lessee, his heirs may terminate the contract by giving the legally prescribed notice expiring on the next admissible termination date.4.  ChattelsArt. 266kA lessee of a chattel hired for his own private use and leased to him on a commercial basis by the lessor may terminate the lease by giving at least 30 days’ notice expiring at the end of a three-month period of the lease. The lessor has no claim for compensation.IV.  Required form of notice for residential and commercial premises1.  In generalArt. 266l Notice to terminate leases of residential and commercial premises must be given in writing. The landlord must give notice of termination using a form approved by the canton which informs the tenant how he must proceed if he wishes to contest the termination or apply for an extension of the lease.2.  Family residencea.  Notice given by the tenantArt. 266m Where the leased property serves as the family residence, one spouse may not terminate the lease without the express consent of the other. If the spouse cannot obtain such consent or it is withheld without good cause, he or she may apply to the court. The same provisions apply mutatis mutandis to registered partners. Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).b.  Notice given by the landlordArt. 266nNotice of termination given by the landlord and any notification of a time limit for payment accompanied by a warning of termination in the event of non-payment (Art. 257d) must be served separately on the tenant and on his spouse or registered partner. Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).3.  Void noticeArt. 266oNotice of termination is void if it does not conform to Articles 266l–266n.P.  Return of the objectI.  In generalArt. 267 At the end of the lease, the tenant or lessee must return the object in a condition that accords with its contractually designated use. Any clause whereby the tenant or lessee undertakes to pay compensation on termination of the lease is void except insofar as such compensation relates to possible damage.II.  Inspection of object and notification of tenant or lesseeArt. 267a When the object is returned, the landlord or lessor must inspect its condition and immediately inform the tenant or lessee of any defects for which he is answerable. If the landlord or lessor fails to do so, he forfeits his claims save in respect of defects not detectable on customary inspection. Where the landlord or lessor discovers such defects subsequently, he must inform the tenant or lessee immediately.Q.  Landlord’s special lienI.  ScopeArt. 268 As security for rent for the past year and the current six-month period, a landlord of commercial premises has a special lien on chattels located on the leased premises and either used as fixtures or required for the use of the premises. The landlord’s special lien also extends to property brought onto the premises by a sub-tenant to the extent that he has not paid his rent. Goods not subject to attachment by creditors of the tenant are not subject to the lien.II.  Objects belonging to third partiesArt. 268a The rights of third parties to objects which the landlord knew or should have known do not belong to the tenant and to stolen, lost, missing or otherwise mislaid objects take precedence over the landlord’s special lien. Where the landlord learns only during the lease that objects brought onto the premises by the tenant are not the latter’s property, his lien on them is extinguished unless he terminates the lease as of the next admissible termination date.III.  Exercise of lienArt. 268b Where the tenant wishes to vacate the premises or intends to remove the objects located thereon, the landlord may, with the assistance of the competent authority, retain such objects as are required to secure his claim. Items removed secretly or by force may, with police assistance, be brought back onto the premises within ten days of their removal.Section Two:  Protection against Unfair Rents or other Unfair Claims by the Landlord in Respect of Leases of Residential and Commercial PremisesA.  Unfair rentI.  General ruleArt. 269Rents are unfair where they permit the landlord to derive excessive income from the leased property or where they are based on a clearly excessive sale price.II.  ExceptionsArt. 269aIn particular, rents are not generally held to be unfair if:a. they fall within the range of rents customary in the locality or district;b. they are justified by increases in costs or by additional services provided by the landlord;c. in the case of a recently constructed property, they do not exceed the range of gross pre-tax yield required to cover costs;d. they serve merely to balance out a rent decrease previously granted as part of a reallocation of funding costs at prevailing market rates and they are set out in a payment plan made known to the tenant in advance;e. they serve merely to balance out the inflation on the risk capital;f. they do not exceed the levels recommended in master agreements drawn up by landlords’ and tenants’ associations or organisations representing similar interests.B.  Index-linked rentArt. 269bAn agreement to link rent to an index is valid only where the lease is contracted for at least five years and the benchmark is the Swiss consumer prices index.C.  Periodical rent increasesArt. 269cAn agreement to increase the rent periodically by fixed amounts is valid only where:a. the lease is contracted for at least three years;b. the rent is increased no more than once a year; andc. the amount by which it is increased is fixed in francs.D.  Rent increases and other unilateral amendments by the landlordArt. 269d The landlord may at any time increase the rent with effect from the next termination date. He must give notice of and reasons for the rent increase at least ten days before the beginning of the notice period for termination using a form approved by the canton. The rent increase is void where:a. it is not communicated using the prescribed form;b. no reasons are given;c. notification of the increase is accompanied by notice to terminate or a threat of termination. Paragraphs 1 and 2 also apply where the landlord intends to make other unilateral amendments to the lease to the detriment of the tenant, for example by reducing the services provided or adding new accessory charges.E.  Challenge to rentI.  Request for rent reduction1.  Initial rentArt. 270 Within 30 days of taking possession of the property, the tenant may challenge the initial rent as unfair within the meaning of Articles 269 and 269a before the conciliation authority and request said authority to order a reduction of the rent:a. if the tenant felt compelled to conclude the lease agreement on account of personal or family hardship or by reason of the conditions prevailing on the local market for residential and commercial premises; orb. if the initial rent required by the landlord is significantly higher than the previous rent for the same property. In the event of a housing shortage, the cantons may make it obligatory in all or part of their territory to use the form stipulated in Article 269d when contracting any new lease.2.  During the leaseArt. 270a The tenant may challenge the rent as unfair and request its reduction as of the next termination date where he has good cause to suppose that, because of significant changes to the calculation basis and most notably a reduction in costs, the return derived by the landlord from the leased property is now excessive within the meaning of Articles 269 and 269a. The tenant must present his request for a rent reduction in writing to the landlord, who has 30 days in which to respond. Where the landlord does not accede to the request in full or in part or does not respond in good time, the tenant may apply to the conciliation authority within 30 days. Paragraph 2 does not apply if the tenant is simultaneously challenging a rent increase and requesting a rent reduction.II.  Challenging rent increases and other unilateral amendments by the landlordArt. 270b Within 30 days of receiving notice of a rent increase, the tenant may challenge it before the conciliation authority as unfair within the meaning of Articles 269 and 269a. Paragraph 1 also applies where the landlord makes other unilateral amendments to the lease to the detriment of the tenant, in particular by reducing the services provided or adding new accessory charges.III.  Challenging index-linked rentArt. 270cWithout prejudice to the right to challenge the initial rent, a party may argue before the conciliation authority only that the rent increase or reduction requested by the other party is not justified by a corresponding change in the index.IV.  Challenging periodical rent increasesArt. 270dWithout prejudice to the right to challenge the initial rent, the tenant may not challenge periodical rent increases.F.  Continued validity of lease during challenge proceedingsArt. 270eThe existing lease remains in force without change:a. during conciliation proceedings, where the parties fail to reach agreement;b. during court proceedings, subject to provisional measures ordered by the court.Section Three: Protection against Termination of Leases of Residential and Commercial PremisesA.  Notice open to challenge I.  In generalArt. 271 Notice of termination may be challenged where it contravenes the principle of good faith. On request, reasons for giving notice must be stated.II.  Notice served by the landlordArt. 271a Notice of termination served by the landlord may be challenged in particular where it is given:a. because the tenant is asserting claims arising under the lease in good faith;b. because the landlord wishes to impose a unilateral amendment of the lease to the tenant’s detriment or to change the rent;c. for the sole purpose of inducing the tenant to purchase the leased premises;d. during conciliation or court proceedings in connection with the lease, unless the tenant initiated such proceedings in bad faith;e. within three years of the conclusion of conciliation or court proceedings in connection with the lease in which the landlord:1. was largely unsuccessful,2. withdrew or considerably reduced his claim or action,3. declined to bring the matter before the court,4. reached a settlement or some other compromise with the tenant;f. because of changes in the tenant’s family circumstances which do not give rise to any significant disadvantage to the landlord.Paragraph 1 let. e. is also applicable where the tenant can produce documents showing that he reached a settlement with the landlord concerning a claim in connection with the lease outside conciliation or court proceedings. Paragraph 1 let. d. and e. are not applicable where notice of termination is given:a. because the landlord urgently needs the property for his own use or that of family members or in-laws;b. because the tenant is in default on his payments (Art. 257d);c. because the tenant is in serious breach of his duty of care and consideration (Art. 257f para. 3 and 4);d. as a result of alienation of the leased premises (Art. 261);e. for good cause (Art. 266g);f. because the tenant is bankrupt (Art. 266h).B.  Extension of the leaseI.  Tenant’s entitlementArt. 272 The tenant may request the extension of a fixed-term or open-ended lease where termination of the lease would cause a degree of hardship for him or his family that cannot be justified by the interests of the landlord. When weighing the respective interests, the competent authority has particular regard to:a. the circumstances in which the lease was contracted and the terms of the lease;b. the duration of the lease;c. the personal, family and financial circumstances of the parties, as well as their conduct;d. any need that the landlord might have to use the premises for himself, his family members or his in-laws and the urgency of such need;e. the conditions prevailing on the local market for residential and commercial premises. Where the tenant requests a second extension, the competent authority must also consider whether the tenant has done everything that might reasonably be expected of him to mitigate the hardship caused by the notice of termination.II.  Exclusion of extensionArt. 272a No extension is granted where notice of termination is given:a. because the tenant is in default on his payments (Art. 257d);b. because the tenant is in serious breach of his duty of care and consideration (Art. 257f para. 3 and 4);c. because the tenant is bankrupt (Art. 266h);d. in respect of a lease expressly concluded for a limited period until refurbishment or demolition works begin or the requisite planning permission is obtained. As a general rule, no extension is granted where the landlord offers the tenant equivalent residential or commercial premises.III.  Length of extensionArt. 272b A lease may be extended by up to four years in the case of residential premises and by up to six years for commercial premises. Within these overall limits, one or two extensions may be granted. Where the parties agree to an extension of the lease, they are not bound by a maximum duration and the tenant may waive a second extension.IV.  Continued validity of lease Art. 272c Either party may ask the court to modify the lease in line with changed circumstances when deciding on the lease extension. Where the lease is not varied in the decision on the lease extension, it remains in force during the extension period, subject to other means of variation envisaged by law.V.  Notice given during extensionArt. 272dUnless the decision on extension or the extension agreement stipulates otherwise, the tenant may terminate the lease:a. by giving one month’s notice expiring at the end of a calendar month in cases where the extension does not exceed one year;b. by giving three months’ notice expiring on an admissible termination date in cases where the extension exceeds one year.C.  Time limits and procedure 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; BBl 2006 7221).Art. 273 A party wishing to challenge termination must bring the matter before the conciliation authority within 30 days of receiving the notice of termination. A tenant wishing to apply for a lease extension must submit his request to the conciliation authority:a. within 30 days of receiving the notice of termination, where the lease is open-ended;b. not later than 60 days before expiry of the lease, where it is of limited duration. A tenant requesting a second extension must submit his request to the conciliation authority not later than 60 days before expiry of the first extension. The procedure before the conciliation authority is governed by the CPO. Where the competent authority rejects a request made by the tenant relating to challenging termination, it must examine ex officio whether the lease may be extended. SR 272 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; BBl 2006 7221). 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; BBl 2006 7221).D.  Family residenceArt. 273a Where the leased property serves as the family residence, the tenant’s spouse is likewise entitled to challenge the termination, request a lease extension and exercise the other rights accruing to the tenant in the event that notice of termination is served. Agreements providing for an extension of the lease are valid only if concluded with both spouses. The same provisions apply mutatis mutandis to registered partners. Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).E.  Sub-lettingArt. 273b The provisions of this Chapter apply to sub-leases provided the principal lease has not been terminated. A sub-lease may be extended only within the duration of the principal lease. Where the main purpose of the sub-lease is to circumvent the provisions governing protection against termination, the sub-tenant is granted such protection without regard to the principal lease. If the principal lease is terminated, the landlord is subrogated to the rights of the tenant in his contract with the sub-tenant.F.  Mandatory provisions Art. 273c The tenant may waive the rights conferred on him by the provisions of this Chapter only where this is expressly envisaged. All agreements to the contrary are void.Section Four: ... Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).Art. 274–274gTitle Eight: The Usufructuary LeaseInserted by No I of the FA of 15 Dec. 1989, in force since 1 July 1990  (AS 1990 802; BBl 1985 I 1369). See also the Final Provisions of Titles VIII and VIII Art. 5 at the end of this Code.A.  Definition and scope of applicationI.  DefinitionArt. 275The usufructuary lease is a contract whereby the lessor undertakes to grant the lessee the use of a productive object or right and the benefit of its fruits or proceeds in exchange for rent.II.  Scope of application1.  Residential and commercial premisesArt. 276The provisions governing usufructuary leases of residential and commercial premises also apply to objects made available together with such premises for the use and enjoyment of the tenant.2.  Agricultural leaseArt. 276a Usufructuary leases relating to agricultural enterprises or to agricultural land and buildings are governed by the Federal Act of 4 October 1985 on Agricultural Leases,insofar as it contains special provisions. In other respects the Code of Obligations applies with the exception of the provisions governing leases of residential and commercial premises.SR 221.213.2 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; BBl 2006 7221).B.  InventoryArt. 277Where machinery, livestock or supplies are included in the lease, each party must furnish the other with a precise, signed inventory and take part in a joint valuation thereof.C.  Obligations of the lessorI.  Hand-over of object Art. 278 The lessor is required to make the object available on the agreed date in a condition fit for its designated use and operation. If a report was drawn up on the return of the object at the end of the previous lease, on request the lessor must make this document available for inspection by the new lessee when the object is handed over to him. Similarly, the new lessee has the right to be informed of the amount of rent paid under the previous lease.II.  Major repairsArt. 279The lessor is obliged to carry out major repairs to the object that become necessary during the lease at his own expense and as soon as the lessee has informed him of the need for such repairs.III.  Charges and taxesArt. 280The lessor bears all taxes and charges in connection with the object.D.  Obligations of the lesseeI.  Payment of rent and accessory charges1.  In generalArt. 281 The lessee must pay the rent and, where applicable, the accessory charges at the end of each year of the lease but not later than when the lease expires, save where another payment date is stipulated by agreement or local custom. Article 257a applies to accessory charges.2.  Lessee in arrearsArt. 282 Where, having accepted the property, the lessee is in arrears with payments of rent or accessory charges, the lessor may set a time limit of at least 60 days for payment and notify him that in the event of non-payment the lessor will terminate the lease on expiry of that time limit. In the event of non-payment within the time limit the lessor may terminate the usufructuary lease with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.II.  Care, consideration and maintenance1.  Care and considerationArt. 283 The lessee must use the leased object with due care in accordance with its intended use and in particular must ensure that its long-term productivity is sustained. Where the usufructuary lease relates to immovable property, the tenant must show due consideration for others who share the building and for neighbours.2.  Normal maintenanceArt. 284 The lessee must carry out the normal maintenance of the leased object. In accordance with local custom, he must carry out minor repairs and replace inexpensive equipment and tools which have become useless as a result of age or wear and tear.3.  Breach of duty by the lesseeArt. 285 If, despite written warning from the lessor, the lessee continues to act in breach of his duty of care, consideration or maintenance such that continuation of the usufructuary lease becomes unconscionable for the lessor or other persons sharing the building, the lessor may terminate the lease with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month. However, leases of residential and commercial premises may be terminated with immediate effect if the tenant intentionally causes serious damage to the property.III.  Duty of notificationArt. 286 If major repairs become necessary or a third party makes claims against the object of the usufructuary lease, the lessee must inform the lessor immediately. Failure to notify renders the lessee liable for any damage incurred by the lessor as a result.IV.  Duty of toleranceArt. 287 The lessee must tolerate major repairs intended to remedy defects in the object or to repair or prevent damage. The lessee must permit the lessor to inspect the object to the extent required for maintenance, sale or future leasing. The lessor must inform the lessee of works and inspections in good time and take all due account of the latter’s interests when they are carried out; the provisions on leases in Title 8 (Art. 259d and 259e) apply mutatis mutandis to all claims of the lessee for reduction of the rent and for damages.E.  Rights of the lessee on non-performance or defective performanceArt. 288 The provisions on leases in Title 8 (Art. 258 and 259a–259i) apply mutatis mutandis:a. where the lessor fails to hand over the property on the agreed date or hands it over in a defective condition;b. where defects arise in the object which are not attributable to the lessee and which he is not obliged to remedy at his own expense, or where he is prevented from using the object as contractually agreed. Clauses to the contrary to the detriment of the lessee are void if they are set out:a. in previously formulated general terms and conditions;b. in usufructuary leases for residential or commercial premises.F.  Renovations and modificationsI.  By the lessorArt. 289 The lessor may renovate or modify the object only where conscionable for the lessee and the usufructuary lease has not been terminated. In carrying out such works, the lessor must give due consideration to the lessee’s interests; the provisions on leases in Title 8 (Art. 259d and Art. 259e) apply mutatis mutandis to any claims of the lessee for reduction of the rent and for damages.II.  By the lesseeArt. 289a The lessee requires the lessor’s written consent in order to:a. alter the manner in which the object has traditionally been managed in ways which will have lasting significance beyond the duration of the lease;b. carry out renovations or modifications to the object above and beyond the remit of normal maintenance. Once such consent has been given, the lessor may require the restoration of the object to its previous condition only if this has been agreed in writing. Where the lessor has not given his written consent to an alteration within the meaning of paragraph 1 let. a. and the lessee has failed to reverse such alteration within an appropriate time, the lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice expiring on the last day of a calendar month.G.  Change of ownershipArt. 290The provisions on leases in Title 8 (Art. 261–261b) apply mutatis mutandis:a. where the leased object is alienated;b. where limited rights in rem are established on the leased object;c. where the lease is entered under priority notice in the land register.H.  Sub-lettingArt. 291 The lessee may sub-let all or part of the leased object with the lessor’s consent. The lessor may refuse his consent to the sub-letting of premises which form part of a leased property only if:a. the lessee refuses to inform him of the terms of the sub-lease;b. the terms and conditions of the sub-lease are unfair in comparison with those of the usufructuary lease;c. the sub-letting gives rise to major disadvantages for the lessor. The lessee is liable to the lessor for ensuring that the sub-tenant or sub-lessee uses the object only in the manner permitted to the lessee himself. To this end the lessor may issue reminders directly to the sub-tenant or sub-lessee.J.  Transfer of usufructuary lease to a third partyArt. 292Article 263 applies mutatis mutandis to the transfer of a usufructuary lease of commercial premises to a third party.K.  Early return of the object Art. 293 Where the lessee returns the object without observing the notice period or the deadline for termination, he is released from his obligations towards the lessor only if he proposes a new lessee who is acceptable to the lessor, solvent and willing to take on the lease on the same terms and conditions. Otherwise, the lessee must continue to pay the rent until such time as the lease ends or may be terminated under the contract or by law. Against the rent owing to him the lessor must permit the following to be brought into account:a. any expenses he has saved, andb. any earnings which he has obtained, or intentionally failed to obtain, from putting the object to some other use.L.  Set-offArt. 294Article 265 applies mutatis mutandis to the set-off of claims arising from a usufructuary lease.M.  End of usufructuary leaseI.  Expiry of agreed durationArt. 295 Where the parties have expressly or tacitly agreed to a limited duration, the usufructuary lease comes to an end on expiry thereof without any need for notice to be given. If the usufructuary lease is tacitly continued, it is deemed to have been extended on the same terms and conditions for a further year unless otherwise agreed. A party may terminate the extended usufructuary lease by giving the legally prescribed period of notice expiring at the end of a lease year.II.  Notice of termination and termination datesArt. 296 The parties may terminate an open-ended usufructuary lease by giving six months’ notice expiring on any date of their choosing unless otherwise stipulated by agreement or local custom and unless the nature of the leased object implies that the parties intended otherwise. The parties may terminate an open-ended usufructuary lease of residential or commercial premises by giving at least six months’ notice expiring on a date fixed by local custom or, absent in the absence of such custom, at the end of a three-month lease period. The parties may agree a longer notice period or another termination date. Where the prescribed notice period or termination date is not observed, termination will be effective as of the next termination date.III.  Extraordinary notice1.  Good causeArt. 297 Where performance of the contract becomes unconscionable for the parties for good cause, they may terminate the usufructuary lease by giving the legally prescribed notice expiring at any time. The court determines the financial consequences of early termination, taking due account of all the circumstances.2.  Bankruptcy of the lesseeArt. 297a Where the lessee becomes bankrupt after taking possession of the property, the lease ends on commencement of bankruptcy proceedings. However, where the lessor has received sufficient security for the current year’s rent and the inventory, he must continue the lease until the end of the lease year.3.  Death of the lesseeArt. 297bIn the event of the death of the lessee, his heirs and the lessor may terminate the contract by giving the legally prescribed notice expiring on the next admissible termination date.IV.  Required form of notice for residential and commercial premisesArt. 298 Notice to terminate usufructuary leases of residential or commercial premises must be given in writing. The lessor must give notice of termination using a form approved by the canton which informs the lessee how he must proceed if he wishes to contest the termination or apply for an extension of the lease. Notice to terminate is void if it does not fulfil the above requirements.N.  Return of the objectI.  In generalArt. 299 At the end of the usufructuary lease, the lessee must return the object together with all items listed in the inventory in the condition they are in at that time. He is entitled to compensation for improvements which result:a. from endeavours exceeding the normal degree of diligence due in managing the object;b. for renovations or modifications to which the lessor gave his written consent. He must compensate the lessor for any deterioration that could have been prevented by diligent management of the object. Any agreement whereby the lessee undertakes to pay compensation on termination of the lease is void except insofar as such compensation relates to possible damage.II.  Inspection of object and notification of lesseeArt. 299a When the object is returned, the lessor must inspect its condition and immediately inform the lessee of any defects for which he is answerable. If the lessor fails to do so, he forfeits his claims save in respect of defects not detectable on customary inspection. Where the lessor discovers such defects subsequently, he must inform the lessee immediately.III.  Replacement of inventory items Art. 299b Where items listed in the inventory were valued when the object was originally handed over to the lessee, he must return an inventory of items of the same type and estimated value or pay compensation for any reduction in value. The lessee is not obliged to pay compensation for missing items if he can prove that they were lost through the fault of the lessor or force majeure. The lessee is entitled to compensation for added value resulting from his outlays and his labour.O.  Lessor’s lienArt. 299cThe lessor of commercial premises has the same right of lien in respect of the rent for the past year and the current year of a usufructuary lease as the landlord under the provisions governing leases and rental agreements (Art. 268 et seq.).P.  Protection against termination of usufructuary leases of residential and commercial premisesArt. 300 The provisions on leases in Title 8 (Art. 271–273c) apply mutatis mutandis to protection against termination of usufructuary leases of residential or commercial premises. The provisions governing the family residence (Art. 273a) are not applicable.Q.  ProcedureArt. 301The procedure is governed by the CPO. 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; BBl 2006 7221). SR 272R.  Livestock leaseI.  Rights and obligations of the tenant farmerArt. 302 In respect of a lease of livestock which is not part of an agricultural tenancy, all benefits arising from leased livestock belong to the tenant farmer unless otherwise provided by agreement or local custom. The tenant farmer feeds and cares for the livestock and pays rent to the lessor in the form of either money or a share in the benefits in kind.II.  LiabilityArt. 303 Unless otherwise provided by agreement or local custom, the tenant farmer is liable for damage to the leased livestock unless he can prove that such damage could not have been avoided even with all due care and attention. The tenant farmer is entitled to have any extraordinary costs of caring for the livestock reimbursed by the lessor unless the tenant farmer was at fault in incurring such costs. The tenant farmer must inform the lessor as soon as possible of serious accidents or illness.III.  TerminationArt. 304 Where the lease is open-ended, either party may terminate it as of any date of their choosing, unless otherwise provided by agreement or local custom. However, such termination must take place in good faith and not at an inopportune juncture.Title Nine:  The LoanSection One:  The Loan for UseA.  DefinitionArt. 305A loan for use is a contract whereby the lender undertakes to make an object available free of charge to the borrower for the latter’s use and the borrower undertakes to return it to him after having made use of it.B.  EffectI.  Borrower’s right of useArt. 306 The borrower may make use of the loaned object only for the purpose stipulated in the contract or, in the absence of any stipulation, for its normal purpose or the purpose dictated by its nature. He is not entitled to grant use of the object to a third party. A borrower acting in breach of these provisions is liable even for accidental damage unless he can prove that the object would have been affected in any event.II.  Maintenance costsArt. 307 The borrower bears the ordinary costs of maintenance and, in the case of loaned animals, in particular the costs of feeding them. He is entitled to reimbursement of extraordinary expenses he has been obliged to incur for the lender’s benefit.III.  Liability of joint borrowersArt. 308Persons who have jointly borrowed a single object are jointly and severally liable for it.C.  TerminationI.  Loan for designated useArt. 309 Where the loan for use is open-ended, it ends as soon as the borrower has made use of the object as agreed or on expiry of the period in which such use could have been made of it. The lender is entitled to reclaim the object before that time if the borrower uses it for a purpose contrary to the agreement, if he damages it, if he permits a third party to use it or if unforeseen developments occur which leave the lender in urgent need of the object.II.  Loan for non-designated useArt. 310Where the contract stipulates neither the purpose nor the duration of the loan, the lender may reclaim the loaned object whenever he sees fit.III.  Death of the borrowerArt. 311The loan for use ends on the death of the borrower.Section Two:  The Fixed-Term LoanA.  DefinitionArt. 312A fixed-term loan is a contract whereby the lender undertakes to transfer the ownership of a sum of money or of other fungible goods to the borrower, who in return undertakes to return objects of the same quantity and quality to him. B.  EffectI.  Interest1.  Liability for interestArt. 313 In normal dealings, interest is payable on a fixed-term loan only where this has specifically been agreed. In commercial transactions, interest is payable on fixed-term loans even where this has not been expressly agreed.2.  Rules governing interest Art. 314 Where the interest rate is not stipulated in the contract, it is presumed to be the customary rate for loans of the same type at the time and place that the fixed-term loan was received. Unless otherwise agreed, the promised interest is payable annually. Any prior agreement that interest will be added to the loan principal and become subject to further interest is void, subject to standard business practices and in particular those of savings banks for calculating interest on current accounts and similar commercial instruments under which the calculation of compound interest is customary.II.  Prescriptive period for claims for delivery and acceptanceArt. 315The borrower’s claim for delivery and the lender’s claim for acceptance of the fixed-term loan prescribe six months after the date on which the other party defaults.III.  Insolvency of the borrowerArt. 316 The lender may refuse to hand over the fixed-term loan if the borrower becomes insolvent after entering into the contract. The lender has the right to refuse delivery even if insolvency occurred before the contract was concluded but he only subsequently became aware of it.C.  Goods in lieu of money Art. 317 Where the borrower receives securities or goods rather than the agreed sum of money, the amount of the fixed-term loan is deemed to be the current or market price of the securities or goods concerned at the time and place of delivery. Any agreement to the contrary is void.D.  Timing of repayment Art. 318Where a fixed-term loan contract does not stipulate the repayment date or the period of notice to terminate the contract or the expiry of the contract at any time on first request, the borrower must repay the loan within six weeks of the first request by the lender.Title Ten: The Employment ContractAmended by No I of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Transitional and Final Provisions of Title X Art. 7 at the end of this Code.Section One:  The Individual Employment ContractA.  Definition and conclusionI.  DefinitionArt. 319 By means of an individual employment contract, the employee undertakes to work in the service of the employer for a limited or unlimited period and the employer undertakes to pay him a salary based on the amount of time he works (time wage) or the tasks he performs (piece work). A contract whereby an employee undertakes to work regularly in the employer’s service by hours, half-days or days (part-time work) is likewise deemed to be an individual employment contract.II.  CreationArt. 320 Except where the law provides otherwise, the individual employment contract is not subject to any specific formal requirement. It is deemed to have been concluded where the employer accepts the performance of work over a certain period in his service which in the circumstances could reasonably be expected only in exchange for salary. Where an employee performs work in good faith for the employer under a contract which is subsequently found to be invalid, both parties must discharge their obligations under the employment relationship as if the contract had been valid until such time as one party terminates the relationship on grounds of the invalidity of the contract.B.  Obligations of the employeeI.  Duty to work in personArt. 321The employee must carry out the contractually assumed tasks in person, unless otherwise required by agreement or the circumstances.II.  Duty of care and loyaltyArt. 321a The employee must carry out the work assigned to him with due care and loyally safeguard the employer’s legitimate interests. He must use the employer’s machinery, work tools, technical equipment, installations and vehicles in the appropriate manner and treat them and all materials placed at his disposal for the performance of his work with due care. For the duration of the employment relationship the employee must not perform any paid work for third parties in breach of his duty of loyalty, in particular if such work is in competition with his employer. For the duration of the employment relationship the employee must not exploit or reveal confidential information obtained while in the employer’s service, such as manufacturing or trade secrets; he remains bound by such duty of confidentiality even after the end of the employment relationship to the extent required to safeguard the employer’s legitimate interests.III.  Disclosure and hand-over of benefits received and work producedArt. 321b The employee is accountable to his employer for everything, and in particular sums of money, he receives from third parties in the performance of his contractual activities and must hand it over to the employer immediately. He must likewise immediately hand over to the employer all work produced in the course of his contractual activities.IV.  OvertimeArt. 321c If more hours of work are required than envisaged under the employment contract or provided for by custom, standard employment contract or collective employment contract, the employee is obliged to perform such overtime to the extent that he is able and may conscionably be expected to do so.  In consultation with the employee, the employer may compensate him within an appropriate period for the overtime worked by granting him time off in lieu of at least equal length.  Where the overtime is not compensated by time off in lieu and unless otherwise agreed in writing or under a standard employment contract or collective employment contract, the employer must compensate the employee for the overtime worked by paying him his normal salary and a supplement of at least one-quarter thereof.V.  Compliance with general directives and instructionsArt. 321d The employer is entitled to issue general directives and specific instructions regarding the performance of the work and the conduct of employees in his business or household. The employee must comply in good faith with the employer’s general directives and specific instructions.VI.  Employee’s liabilityArt. 321e The employee is liable for any damage he causes to the employer whether wilfully or by negligence. The extent of the duty of care owed by the employee is determined by the individual employment contract, taking due account of the occupational risk, level of training and technical knowledge associated with the work as well as the employee’s aptitudes and skills of which the employer was or should have been aware.C.  Obligations of the employerI.  Salary1.  Type and amount in generalArt. 322 The employer must pay the agreed or customary salary or the salary that is fixed by standard employment contract or collective employment contract. Where the employee lives in the employer’s household, his board and lodgings are part of the salary unless agreement or custom provide otherwise.2.  Share in the business resultsArt. 322a Where the employee is by contract entitled to a share in the profits, the turnover or the results of the business expressed in some other manner, such share is calculated on the basis of the results for the financial year as defined by statutory provision and generally recognised commercial principles. The employer must furnish all the necessary information to the employee or, in his stead, to an expert designated by both employer and employee or appointed by the court and must grant the employee or the expert such access to the accounts as is required for verification of the business results.  In addition, where a share in the profits of the business has been agreed, a copy of the profit and loss account must be made available to the employee on request. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).3.  Commissiona.  EntitlementArt. 322b Where the employee is by contract entitled to commission on particular transactions, his entitlement is established as soon as the transaction with the third party enters into force. In the case of transactions involving performance in instalments and insurance policies, it may be agreed in writing that such entitlement arises as each instalment falls due or is performed. The entitlement to commission lapses subsequently if through no fault of his the employer fails to carry out the transaction or the third party fails to fulfil his obligations; in the event of only partial performance, the commission is reduced proportionately.b.  StatementArt. 322c Where the terms of the contract do not require the employee to draw up a statement of commission due to him, on each date on which commission falls due, the employer must provide him with a written statement including a breakdown of the transactions on which it is payable. The employer must furnish all the necessary information to the employee or, in his stead, to an expert designated by both employer and employee or appointed by the court, and must grant the employee or the expert such access to the books of account or supporting documents as is required for verification of the commission statement.4.  BonusesArt. 322d Where the employer pays a bonus over and above the salary on particular occasions, such as at Christmas or the end of the financial year, the employee is entitled to such bonus where it is contractually stipulated. If the employment relationship ends prior to the occasion on which the bonus is paid, the employee is entitled to a pro rata bonus where the contract so provides.II.  Payment of salary1.  Payment terms and periodsArt. 323 Unless shorter periods or other payment terms have been agreed or are customary and unless otherwise provided by standard employment contract or collective employment contract, the salary is paid to the employee at the end of each month. Unless a shorter payment period has been agreed or is customary, commission is paid at the end of each month; however, where execution of a transaction takes more than half a year, the due date of the commission payable on it may be deferred by written agreement. Shares in business results are payable as soon as the results are determined, but not later than six months after the end of the financial year. If an employee is in hardship and requests an advance against salary due for work already performed, the employer must advance such sum as may reasonably be expected of him.2.  Withholding of salaryArt. 323a To the extent provided for by individual agreement, custom, standard employment contract or collective employment contract, the employer may withhold part of the salary. The amount withheld on any given payment date must not exceed one-tenth of the salary due and the cumulative amount withheld must not exceed the salary due for one week’s work; however, a higher amount may be withheld under the terms of a standard employment contract or collective employment contract. Unless otherwise provided by individual agreement, custom, standard employment contract or collective employment contract, the salary withheld is deemed to be security for the employer’s claims arising from the employment relationship rather than a contractual penalty.3.  Salary protectionArt. 323b Unless otherwise provided by agreement or custom, the salary must be paid to the employee in legal tender during working hours; a written salary statement must be provided to the employee. Where the employer holds claims against the employee, he may set them off against the employee’s salary claim only to the extent that such salary claim is subject to attachment, although claims for compensation of intentional damage may be set off without restriction. Any agreement whereby the salary must be used for the employer’s benefit is void.III.  Salary in the event work is not possible1.  Failure by employer to accept performanceArt. 324 Where the employer is at fault in preventing performance of the work or fails to accept its performance for other reasons, he remains obliged to pay the salary but the employee is not obliged to make up the time thus lost. The salary payable in this event is reduced by any amounts that the employee saved as a result of being prevented from working or that he earned by performing other work or would have earned had he not intentionally foregone such work.2.  Employee prevented from workinga.  General principleArt. 324a Where the employee is prevented from working by personal circumstances for which he is not at fault, such as illness, accident, legal obligations or public duties, the employer must pay him his salary for a limited time, including fair compensation for lost benefits in kind, provided the employment relationship has lasted or was concluded for longer than three months. Subject to longer periods being fixed by individual agreement, standard employment contract or collective employment contract, the employer must pay three weeks’ salary during the first year of service and thereafter the salary for appropriately longer periods depending on the duration of the employment relationship and the particular circumstances. The employer has the same obligation in the event that an employee becomes pregnant. A written agreement, standard employment contract or collective employment contract may derogate from the above provisions provided it gives the employee terms of at least equivalent benefit. Amended by Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005  (AS 2005 1429; BBl 2002 7522, 2003 1112 2923).b.  ExceptionsArt. 324b If the employee has compulsory insurance prescribed by law against the financial consequences of being prevented from working by personal circumstances for which he is not at fault, the employer is not obliged to pay his salary where the insurance benefits for that limited period cover at least four-fifths of the salary income lost over that period. Where the insurance benefits are less, the employer must pay the difference between them and four-fifths of the salary. Where the insurance benefits are paid only after a waiting period, the employer must pay at least four-fifths of the salary during that period. Inserted by Annex No 12 to the FA of 20 March 1981 on Accident Insurance, in force since 1 Jan. 1984 (AS 1982 1676 1724 Art. 1 para. 1; BBl 1976 III 141).IV.  Assignment and pledge of salary claimsArt. 325 The employee may assign or pledge his future salary claims as security for maintenance or support obligations under family law only to the extent that such claims are subject to attachment; at the request of an interested party the debt collection office at the employee’s domicile determines the amount that is not subject to attachment in accordance with Article 93 of the Federal Act of 11 April 1889 on Debt Collection and Bankruptcy. Any assignment or pledge of future salary claims as security for other obligations is void.Amended by No I of the FA of 14 Dec. 1990, in force since 1 July 1991  (AS 1991 974; BBl 1989 III 1233, 1990 I 120).SR 281.1V.  Piece work 1.  Work allocationArt. 326 Where by contract the employee carries out piece work for a single employer, the latter must allocate a sufficient quantity of work to him. The employer may allocate time work to the employee where through no fault of his own the employer is unable to allocate piece work as contractually agreed or where time work is temporarily required for operational reasons. If the rate of pay for such time work is not fixed by individual agreement, standard employment contract or collective employment contract, the employer must pay the employee the average salary he previously earned on a piece work basis. An employer who is unable to allocate sufficient piece work or time work remains nonetheless obliged pursuant to the provisions governing failure to accept performance to pay the salary that he would have paid for time work.2.  Piece work ratesArt. 326a Where by contract the employee carries out piece work, the employer must inform him of the applicable rate of pay before the start of each task. Should the employer fail to give such information, he must pay the going rate for identical or comparable work.VI.  Work tools, materials and expenses1.  Work tools and materialsArt. 327 Unless otherwise provided by agreement or custom, the employer provides the employee with the tools and materials that the work requires. Where the employee himself supplies such tools or materials with the employer’s consent, he is entitled to appropriate compensation unless otherwise provided by agreement or custom.2.  Expensesa.  In generalArt. 327a The employer must reimburse the employee for all expenses necessarily incurred in the performance of the work and, in the case of work done off the employer’s premises, for his necessary living expenses.  An individual agreement, standard employment contract or collective employment contract may provide that such expenses be reimbursed in the form of a fixed sum, such as a per diem or a weekly or monthly allowance, provided that this covers all necessary expenses. Any agreement whereby the employee must bear all or part of such necessary expenses is void.b.  Motor vehicle Art. 327b Where with the employer’s consent the employee uses his own motor vehicle or a vehicle supplied by the employer for business purposes, he is entitled to reimbursement of the normal running and maintenance costs incurred in the performance of his work. Where with the employer’s consent the employee uses his own motor vehicle for work purposes, the employee is also entitled to reimbursement of the tax on the vehicle and the premiums for third-party liability insurance as well as appropriate compensation for wear and tear, to the extent that the vehicle is used for business purposes. ...Repealed by No 12 of the Annex to the FA of 20 March 1981 on Accident Insurance, with effect from 1 Jan. 1984 (AS 1982 1676 1724 Art. 1 para. 1; BBl 1976 III 141).c.  Payment datesArt. 327c Expenses are reimbursed when the salary is paid based on the statement of expenses submitted by the employee, unless a shorter period has been agreed or is customary. Where an employee regularly incurs expenses in the performance of his contractual obligations, the employer must pay him an advance against such expenses at regular intervals but not less frequently than every month.VII.  Protection of the employee’s personality rights1.  In generalArt. 328 Within the employment relationship, the employer must acknowledge and safeguard the employee’s personality rights, have due regard for his health and ensure that proper moral standards are maintained. In particular, he must ensure that employees are not sexually harassed and that any victim of sexual harassment suffers no further adverse consequences. In order to safeguard the personal safety, health and integrity of his employees he must take all measures that are shown by experience to be necessary, that are feasible using the latest technology and that are appropriate to the particular circumstances of the workplace or the household, provided such measures may reasonably be expected of him in the light of each specific employment relationship and the nature of the work.  Sentence inserted by Annex No 3 to the FA of 24 March 1995 on Gender Equality, in force since 1 July 1996 (AS 1996 1498; BBl 1993 I 1248).Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051).Amended by Annex No 3 to the FA of 24 March 1995 on Gender Equality, in force since 11996 (AS 1996 1498; BBl 1993 I 1248).2.  Shared householdArt. 328a Where the employee lives in the employer’s household, the employer must provide adequate board and appropriate lodgings. If the employee is prevented from working through no fault of his own by sickness or accident, the employer must provide care and medical assistance for a limited period, this being three weeks within the first year of service and thereafter for appropriately longer periods depending on the duration of the employment relationship and the particular circumstances. The employer has the same obligations in the event that an employee is pregnant or gives birth.3.  When handling personal dataArt. 328bThe employer may handle data concerning the employee only to the extent that such data concern the employee’s suitability for his job or are necessary for the performance of the employment contract. In all other respects, the provisions of the Data Protection Act of 25 September 2020 apply.Inserted by Annex No 2 to the FA of 19 June 1992 on Data Protection, in force since 1 July 1993 (AS 1993 1945; BBl 1988 II 413).SR 235.1 Second sentence amended by Annex 1 No II 18 of the Data Protection Act of  25 Sept. 2020, in force since 1 Sept. 2023 (AS 2022 491; BBl 2017 6941).VIII.  Days off work, holidays, and leave1.  Days off work Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work and Caring for Family Members, in force since 1 July 2021 (AS 2020 4525; BBl 2019 4103).Art. 329 The employer must allow the employee one day off per week, generally Sunday or, where circumstances do not permit this, a full weekday instead. In special circumstances, he may allow the employee several days off together or two half-days instead of one full day, provided the employee consents to this. In addition, he must allow the employee the customary hours and days off work and, once notice has been given to terminate the employment relationship, the time required to seek other employment. When determining time off work, due account is to be taken of the interests of both employer and employee.2.  Holidaysa.  Annual entitlementArt. 329a The employer must allow the employee during each year of service at least four weeks’ holiday and five weeks’ holiday for employees under the age of 20. ... Where an employee has not yet completed one year’s service, his holiday entitlement is fixed pro rata.Amended by No I of the FA of 16 Dec. 1983, in force since 1 July 1984  (AS 1984 580; BBl 1982 III 201).Repealed by No I of the FA of 16 Dec. 1983, with effect from 1 July 1984  (AS 1984 580; BBl 1982 III 201).b.  ReductionArt. 329b Where in a given year of service the employee through his own fault is prevented from working for more than a month in total, the employer may reduce his holiday entitlement by one-twelfth for each full month of absence. Where the total absence does not exceed one month in a given year of service and is the result of personal circumstances for which the employee is not at fault, such as illness, accident, legal obligations, public duties or leave for youth work, the employer is not entitled to reduce his holiday entitlement. The employer may not reduce the holiday entitlement of:a. a female employee who is prevented from working by pregnancy for up to two months;b. a female employee who has taken maternity leave in accordance with Article 329f;c. an employee who has taken parental leave in accordance with Article 329g or leave in the event of the mother’s death in accordance with Article 329g;d. an employee who has taken carer’s leave in accordance with Article 329i,e. an employee who has taken adoption leave in accordance with Article 329j. A standard employment contract or collective employment contract may derogate from paragraphs 2 and 3 provided that, taken as a whole, it gives employees terms of at least equal benefit.Amended by Art. 117 of the FA of 25 June 1982 on Unemployment Insurance, in force since 1 Jan. 1984 (AS 1982 2184, 1983 1204; BBl 1980 III 489).Amended by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991 (AS 1990 2007; BBl 1988 I 825). Amended by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Amended by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023  (AS 2022 468; BBl 2019 7095, 7303). Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work and Caring for Family Members, in force since 1 July 2021 (AS 2020 4525; BBl 2019 4103).Inserted by No I of the FA of 16 Dec. 1983, in force since 1 July 1984  (AS 1984 580; BBl 1982 III 201).c.  Consecutive weeks, timingArt. 329c The holiday entitlement for a given year of service is generally granted during that year; at least two weeks of holiday must be taken consecutively. The employer determines the timing of holidays taking due account of the employee’s wishes to the extent these are compatible with the interests of the business or household.Amended by No I of the FA of 16 Dec. 1983, in force since 1 July 1984  (AS 1984 580; BBl 1982 III 201).d.  SalaryArt. 329d The employer must pay the employee the full salary due for the holiday entitlement and fair compensation for any lost benefits in kind. During the employment relationship, the holiday entitlement may not be replaced by monetary payments or other benefits. If while on holiday, the employee carries out paid work for a third party which harms the employer’s legitimate interests, the employer may refuse to pay the salary due for the holidays concerned and may reclaim any salary already paid.3.  Leave for extracurricular youth workArt. 329e During each year of service the employer must grant employees under the age of 30 leave of up to one working week for the purpose of carrying out unpaid leadership, care or advisory activities in connection with extracurricular youth work for cultural or social organisations and for related initial and ongoing training.  The employee has no salary entitlement during such leave for youth work. An individual agreement, standard employment contract or collective employment contract may provide otherwise to the employee’s benefit. The employer and employee should agree on the timing and duration of leave for youth work, having due regard for each other’s interests. Where they cannot reach agreement, such leave must be granted on condition that the employee gives two months’ advance notice of his intention to exercise his right. Any leave for youth work not taken by the end of the calendar year is forfeited. At the employer’s request, the employee must furnish proof of the activities and functions he has carried out in relation to youth work.Inserted by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991 (AS 1990 2007; BBl 1988 I 825).4.  Maternity leaveArt. 329f After having given birth, a female employee is entitled to maternity leave of at least 14 weeks. In the event of the hospitalisation of the new-born child, the maternity leave shall be extended by the extended period of payment the maternity allowance. In the event of the death of the other parent during the six months following the birth of the child, a female employee is entitled to two additional weeks of leave; she may take this leave in full weeks or on a day-to-day basis within a period of six months from the day after the death. Inserted by Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005  (AS 2005 1429; BBl 2002 7522, 2003 1112 2923). Inserted by No II of the FA of 18 Dec. 2020, in force since 1 July 2021  (AS 2021 288; BBl 2019 141). Inserted by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742).5.  Parental leave a.  GeneralArt. 329g The following persons are entitled to parental leave of two weeks:a. an employee who is legally the father at the time of the birth of a child or who becomes the legal father within the following six months;b. a female employee who is legally the other parent at the time of the birth of the child. Parental leave must be taken within six months of the birth of the child. This period is suspended during leave in accordance with Article 329g. The leave may be taken in full weeks or on a day-to-day basis. Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members (AS 2020 4525; BBl 2019 4103). Amended by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742).b.  In the event of the mother’s deathArt. 329g If the mother dies on the day of the birth or during the 14 weeks thereafter, the other parent is entitled to leave of 14 weeks; this leave must be taken on consecutive days from the date of the death. The other parent is entitled to the leave if the relationship with the child is established on the date of death or during the 14 weeks thereafter. In the event of the hospitalisation of the new-born child in accordance with Article 329f paragraph 2, leave in accordance with paragraph 1 shall be extended by the duration of the hospitalisation, up to a maximum of eight weeks. Inserted by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742).6.  Leave to care for family membersArt. 329hAn employee is entitled to paid leave for the time he or she spends caring for a family member or life partner with health problems; however, the leave is limited to no more than three days per event and no more than ten days per year. Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members, in force since 1 Jan. 2021  (AS 2020 4525; BBl 2019 4103).7.  Leave to care for a child whose health is seriously impaired by illness or accidentArt. 329i If an employee is entitled to carer’s allowance under Articles 16n–16s of the Loss of Earning Compensation Act (LECA) of 25 September 1952 because his or her child’s health has been seriously impaired by illness or accident, he or she is entitled to carer’s leave of a maximum of 14 weeks.  The carer’s leave must be taken within a period of 18 months. The period begins on the day for which the first daily allowance is claimed.  If both parents are in employment, each parent is entitled to carer’s leave of a maximum of seven weeks. They may choose to apportion the leave in a different way. The leave may be taken in one stretch or on a day-to-day basis. The employer must be informed immediately about the arrangements made for taking the leave and about any changes to these arrangements. Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work and Caring for Family Members, in force since 1 July 2021 (AS 2020 4525; BBl 2019 4103). SR 834.18.  Adoption leaveArt. 329j If an employee adopts a child, he or she shall be entitled to adoption leave of two weeks provided the requirements of Article 16t LECA are met. The adoption leave must be taken within one year of adopting the child. It may be taken by one parent or shared between both parents. Both parents may not take their share of leave at the same time. It may be taken in full weeks or on a day-to-day basis. Inserted by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023  (AS 2022 468; BBl 2019 7095, 7303). SR 834.1IX.  Other duties1.  SecurityArt. 330 Where the employee furnishes security for performance of his obligations under the employment contract, the employer must keep it separate from his own assets and guarantee its safekeeping. The employer returns such security at the latest at the end of the employment relationship unless the date of its return has been deferred by written agreement. Where the employer asserts claims arising from the employment relationship and these are contested, he may retain the security until they are resolved but must at the employee’s request deposit any retained security with the court. In the event of the employer’s bankruptcy, the employee may demand the return of the security kept separate from the employer’s own assets, subject to any claims of the latter arising from the employment relationship.2.  ReferenceArt. 330a The employee may at any time request from the employer a reference concerning the nature and the duration of the employment relationship, the quality of his work and his conduct. At the employee’s express request the reference must be limited to the nature and duration of the employment relationship. 3.  Duty of informationArt. 330b Where the employment contract has been concluded for an indefinite duration or for longer than one month, within one month of the beginning of the employment relationship, the employer must inform the employee in writing of:a. the names of the contracting parties;b. the date of the beginning of the employment relationship;c. the employee’s function;d. the salary and any additional benefits;e. the length of the working week. In the event of changes to the contractual elements that are subject to the duty of information pursuant to paragraph 1 during the employment relationship, the employee must be informed of such changes in writing within one month of their entry into force. Inserted by Art. 2 No 2 of the FA of 17 Dec. 2004 approving and implementing the Protocol relating to the extension of the Agreement between the European Community and its Member States, of the one part, and the Swiss Confederation, of the other, on the free movement of persons to new EU member states and approving the revision of the accompanying measures on the free movement of persons, in force since 1 April 2006  (AS 2006 979; BBl 2004 5891 6565).D.  Employee benefits provision I.  Obligations of the employerAmended by Annex No 2 of the Vested Benefits Act of 17 Dec. 1993, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).Art. 331 Where the employer contributes to a employee benefits scheme or the employees make their own contributions, the employer must transfer these contributions to a foundation, a cooperative or a public law institution. Where the employer’s contributions and any made by the employee are used to take out health insurance, personal accident insurance, life assurance, disability insurance or whole life assurance in favour of the employee with a regulated insurance company or a recognised health insurance fund, the employer is not obliged to transfer the contributions as stipulated in the previous paragraph if an independent claim against the insurer would accrue to the employee on the occurrence of the event insured against. Where the employee is obliged to make contributions to a benefits scheme, the employer must simultaneously contribute an amount at least equal to the total contributions of all his employees; he must finance his contributions from his own funds or from contribution reserves held by the fund which have previously been accumulated by the employer for this purpose and are shown separately in the fund’s accounts. The employer must transfer the contribution deducted from the employee’s salary together with his own contribution to the benefits scheme not later than at the end of the first month following the calendar year or insurance year for which the contributions are due. The employer must furnish the employee with the necessary information regarding his rights and entitlements against a benefits scheme or an insurer. At the request of the central office for ‘Pillar 2’ (occupational pension) insurance, the employer must supply any information available to him that might facilitate the location of persons entitled to dormant assets or of the institutions that manage such assets.Term in accordance with Annex No 2 of the Vested Benefits Act of 17 Dec. 1993, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).Amended by Annex No 2 to the FA of 3 Oct. 2003 (OPA Revision I), in force since 1 Jan. 2005 (AS 2004 1677 1700; BBl 2000 2637).Amended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533). Inserted by No II 2 of the FA of 18 Dec. 1998, in force since 1 May 1999  (AS 1999 1384; BBl 1998 V 5569).II.  Beginning and end of insurance coverArt. 331a Benefits cover commences on the date on which the employment relationship begins and ends on the date on which the employee leaves the benefits scheme. However, he continues to enjoy life assurance and invalidity cover until he joins a new occupational benefits scheme, subject to a maximum period of one month. The benefits scheme may require the insured to pay premiums for pension insurance maintained after the end of the occupational benefitsAmended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995  (AS 1994 2386; BBl 1992 III 533).III.  Assignment and pledgeArt. 331bClaims for future benefits may not be validly assigned or pledged before they fall due.Amended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).IV.  Reservations on medical groundsArt. 331cOccupational benefits schemes may make reservations on medical grounds in relation to invalidity and life policies. Such reservations may be made for a maximum of five years.Amended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).V.  Promotion of home ownership1.  PledgeArt. 331d At any time up to three years before becoming entitled to draw retirement benefits, the employee may pledge his entitlement to occupational benefits or an amount up to the limit of his transferable benefits for the purpose of acquiring a property for his own personal use. The pledge is also permitted for the purpose of acquiring shares in a housing cooperative or similar participatory venture provided a residential unit jointly financed in this manner is for the employee’s own personal use. The pledge is valid only if notified in writing to the benefits scheme. The amount pledged by employees aged 50 or older must not exceed the transferable benefit entitlement they would have had at 50 or one-half of their transferable benefit entitlement at the time the pledge is given. Married employees may pledge benefits only with the written consent of their spouse. Where the employee cannot obtain such consent or if it is withheld, the employee may apply to the civil courts. The same applies to registered partnerships. Where the pledge is realised before the benefits fall due or the cash payment is made, Articles 30d, 30e, 30g and Article 83a of the Federal Act of 25 June 1982 on Occupational Old Age, Survivors' and Invalidity Pension Provision are applicable.  The Federal Council determines:a. the purposes for which the pledge is permissible and the definition of ‘own personal use’;b. the conditions to be fulfilled for the pledging of entitlements to acquire shares in a housing cooperative or similar participatory venture.Inserted by No II of the FA of 17 Dec. 1993 on the Promotion of Home Ownership using Occupational Pension Benefits, in force since 1 Jan. 1995 (AS 1994 2372; BBl 1992 VI 237). Second sentence amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887). Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).SR 831.40 Amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887).2.  Early withdrawal Art. 331e At any time up to three years before becoming entitled to draw retirement benefits, the employee may claim an amount from his benefits scheme for the purpose of acquiring a property for his own personal use. Employees under the age of 50 may withdraw an amount up to the limit of their transferable benefits. Employees aged 50 or older are entitled to withdraw no more than the transferable benefit entitlement they would have had at 50 or one-half of their transferable benefit entitlement at the time of the early withdrawal.  The employee may also use such amount for the purpose of acquiring shares in a housing cooperative or similar participatory venture provided a residential unit jointly financed in this manner is for the employee’s own personal use. The early withdrawal brings about an immediate reduction in occupational benefit entitlements in accordance with the benefits scheme regulations and the actuarial basis employed by the benefits scheme. In order to avoid a shortfall in benefits cover resulting from this reduction in benefits in the event of death or disability, the benefits scheme offers supplementary insurance either directly or as broker for a third-party insurer. Married employees may make such an early withdrawal and any subsequent establishment of a charge on immovable property only with the written consent of their spouse. Where the employee cannot obtain such consent or if it is withheld, the employee may apply to the civil courts. The same applies to registered partnerships. Where married persons divorce before the benefits fall due, the early withdrawal is deemed a transferable benefit and is divided in accordance with Article 123 of the Civil Code, Articles 280 and 281 CPO and Articles 22–22b of the Vested Benefits Act of 17 December 1993. The same applies in the event of judicial dissolution of a registered partnership. If the early withdrawal or pledge of entitlements jeopardises the liquidity of the benefits scheme, the fund may defer execution of the requests concerned. The benefits scheme must lay down in its regulations the order of priority in which early withdrawals or pledges of entitlements will be deferred in such an event. The Federal Council regulates the details. In other respects Articles 30d, 30e, 30g and Article 83a of the Federal Act of 25 June 1982 on Occupational Old Age, Survivors' and Invalidity Pension Provision are applicable. Inserted by No II of the FA of 17 Dec. 1993 on the Promotion of Home Ownership using Occupational Pension Benefits, in force since 1 Jan. 1995  (AS 1994 2372; BBl 1992 VI 237). Amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887). SR 210 SR 272 SR 831.42 Amended by Annex 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887).SR 831.40 Amended by Annex No 1 of the FA of 19 June 2015 (Pension Equality on Divorce), in force since 1 Jan. 2017 (AS 2016 2313; BBl 2013 4887).3.  Restrictions if the benefits scheme has a cover deficitArt. 331f The benefits scheme may provide in its regulations that the pledges of assignments, early withdrawals and repayments may be subject to time or volume restrictions or even refused while the fund has a cover deficit. The Federal Council determines the conditions under which the restrictions stipulated in paragraph 1 are permissible and the scope thereof. Inserted by Annex No 2 to the FA of 18 June 2004, in force since 1 Jan. 2005  (AS 2004 4635; BBl 2003 6399).E.  Right to inventions and designsArt. 332 Inventions and designs produced by the employee alone or in collaboration with others in the course of his work for the employer and in performance of his contractual obligations belong to the employer, whether or not they may be protected. By written agreement, the employer may reserve the right to acquire inventions and designs produced by the employee in the course of his work for the employer but not in performance of his contractual obligations. An employee who produces an invention or design covered by paragraph 2 must notify the employer thereof in writing; the employer must inform the employee within six months if he wishes to acquire the invention or design or release it to the employee. Where it is not released to the employee, the employer must pay him separate, appropriate remuneration to be determined with due regard to all pertinent circumstances and in particular the economic value of the invention or design, the degree to which the employer contributed, any reliance on other staff and on the employer’s facilities, the expenses incurred by the employee and his position in the company. Amended by Annex No II to the FA of 5 Oct. 2001 on the Protection of Designs, in force since 1 July 2002 (AS 2002 1456; BBl 2000 2729).Art. 332a Repealed by Annex No II to the FA of 5 Oct. 2001 on the Protection of Designs, with effect from 1 July 2002 (AS 2002 1456; BBl 2000 2729).F.  Transfer of employment relationship 1.  EffectsAmended by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).Art. 333 Where the employer transfers the company or a part thereof to a third party, the employment relationship and all attendant rights and obligations pass to the acquirer as of the day of the transfer, unless the employee refuses such transfer.  Where the transferred relationship is governed by a collective employment contract, the acquirer is obliged to abide by it for one year unless it expires or is terminated sooner.  In the event that the employee refuses the transfer, the employment relationship ends on expiry of the statutory notice period; until then, the acquirer and the employee are obliged to perform the contract. The former employer and the acquirer are jointly and severally liable for any claims of an employee which fell due prior to the transfer or which fall due between that juncture and the date on which the employment relationship could normally be terminated or is terminated following refusal of the transfer. Moreover, the employer may not transfer the rights arising from an employment relationship to a third party unless otherwise agreed or dictated by the circumstances.Amended by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).2.  Consultation of employees’ organisation Art. 333a Where the employer transfers the company or a part thereof to a third party, he must inform the organisation that represents the employees or, where there is none, the employees themselves in good time before the transfer takes place of:a. the reason for the transfer;b. its legal, economic and social consequences for the employees. Where measures affecting the employees are envisaged as a result of such transfer, the organisation that represents the employees or, where there is none, the employees themselves must be consulted in good time before the relevant decisions are taken.Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).3.  Transfer of the company on insolvencyArt. 333bIf the company or part thereof is transferred during a debt restructuring moratorium, in the course of bankruptcy proceedings or under a composition agreement with assignment of assets, the employment relationship with all rights and obligations is transferred to the acquirer if this has been agreed with the acquirer and the employee does not object to the transfer. In addition, Article 333, with the exception of its paragraph 3, and 333a apply mutatis mutandis.Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).G.  End of the employment relationshipI.  Fixed-term employment relationshipArt. 334 A fixed-term employment relationship ends without notice. A fixed-term employment relationship tacitly extended beyond the agreed duration is deemed to be an open-ended employment relationship.  After ten years, any employment relationship contracted for a longer duration may be terminated by either party by giving six months’ notice expiring at the end of a month.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).II.  Open-ended employment relationship 1.  Notice in generalArt. 335 An employment relationship for an unlimited period may be terminated by either party. The party giving notice of termination must state his reasons in writing if the other party so requests.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).2.  Notice periodsa.  In generalArt. 335a Notice periods must be the same for both parties; where an agreement provides for different notice periods, the longer period is applicable to both parties. However, where the employer has given notice to terminate the employment relationship or expressed an intention to do so for economic reasons, the employee may be permitted a shorter notice period by individual agreement, standard employment contract or collective employment contract.Inserted by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).b.  During the probation periodArt. 335b During the probation period, either party may terminate the contract at any time by giving seven days’ notice; the probation period is considered to be the first month of an employment relationship. Different terms may be envisaged by an individual written agreement, a standard employment contract or a collective employment contract; however, the probation period may not exceed three months. Where the period that would normally constitute the probation period is interrupted by illness, accident or performance of a non-voluntary legal obligation, the probation period is extended accordingly.Inserted by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).c.  After the probation periodArt. 335c The employment relationship may be terminated at one month’s notice during the first year of service, at two months’ notice in the second to ninth years of service and at three months’ notice thereafter, all such notice to expire at the end of a calendar month. These notice periods may be varied by written individual, standard or collective employment contract; however, they may be reduced to less than one month only by collective employment contract and only for the first year of service. If the employer terminates the employment relationship and if the employee is entitled to parental leave in accordance with Article 329g before the end of the employment relationship, the period of notice of termination shall be extended by the number of days of paternity leave not yet taken.Inserted by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551). Inserted by Annex No 1 of the FA of 27 Sept. 2019(AS 2020 4689; BBl 2019 3405 3851). Amended by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742).II.  Mass redundancies1.  DefinitionArt. 335dMass redundancies are notices of termination given by the employer to employees of a business within 30 days of each other for reasons not pertaining personally to the employees and which affect:1. at least 10 employees in a business normally employing more than 20 and fewer than 100 employees;2. at least 10% of the employees of a business normally employing at least 100 and fewer than 300 employees;3. at least 30 employees in a business normally employing at least 300 employees.Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).2.  Scope of applicationArt. 335e The provisions governing mass redundancies apply equally to fixed-term employment relationships terminated prior to expiry of their agreed duration. They do not apply in the event of cessation of business operations by court order or in the case of mass redundancies due to bankruptcy or under a composition agreement with assignment of assets.Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).Amended by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).3.  Consultation of employees’ organisationArt. 335f An employer intending to make mass redundancies must consult the organisation that represents the employees or, where there is none, the employees themselves. He must give them at least an opportunity to formulate proposals on how to avoid such redundancies or limit their number and how to mitigate their consequences. He must furnish the organisation that represents the employees or, where there is none, the employees themselves with all appropriate information and in any event must inform them in writing of:a. the reasons for the mass redundancies;b. the number of employees to whom notice has been given;c. the number of employees normally employed in the business;d. the period in which he plans to issue the notices of termination. He must forward a copy of the information stipulated in paragraph 3 to the cantonal employment office.Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).4.  ProcedureArt. 335g The employer notifies the cantonal employment office in writing of any intended mass redundancies and forwards a copy of such notification to the organisation that represents the employees or, where there is none, to the employees themselves. Such notification must contain the results of the consultation with the organisation that represents the employees (Art. 335f) and all appropriate information regarding the intended mass redundancies. The cantonal employment office seeks solutions to the problems created by the intended mass redundancies. The organisation that represents the employees or, where there is none, the employees themselves may submit their own comments. Where notice to terminate an employment relationship has been given within the context of mass redundancies, the relationship ends 30 days after the date on which the mass redundancies were notified to the cantonal employment office unless such notice of termination takes effect at a later date pursuant to statutory or contractual provisions.Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).5.  Social plana.  Definition and principlesArt. 335h A social plan is an agreement in which an employer and employees set out measures to avoid redundancies or to reduce their numbers and mitigate their effects. It must not jeopardise the continued existence of the company.Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).b.  Duty to negotiateArt. 335i The employer must hold negotiations with the employees with the aim of preparing a social plan if he:a. normally employs at least 250 employees; andb. intends to make at least 30 employees redundant within 30 days for reasons that have no connection with their persons.  Redundancies over a longer period of time that are based on the same operational decision are counted together. The employer negotiates:a. with the employee associations that are party to the collective employment contract if he is a party to this collective employment contract;b. with the organisation representing the employees; orc. directly with the employees if there is no organisation representing the employees. The employee associations, the organisation representing the employees or the employees may invite specialist advisers to the negotiations. These persons must preserve confidentiality in dealings with persons outside the company.Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).c.  Preparation by an arbitral tribunalArt. 335j If the parties are unable to agree on a social plan, an arbitral tribunal is appointed.  The arbitral tribunal issues the social plan in a binding arbitral award auf.Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).d.  During bankruptcy or composition proceedingsArt. 335kThe provisions on the social plan (Art. 335h–335j) do not apply to mass redundancies that occur during bankruptcy or composition proceedings that are concluded with a composition agreement.Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).III.  Protection from termination1.  Wrongful terminationa.  General principleArt. 336 Notice of termination is unlawful where given by one party:a. on account of an attribute pertaining to the person of the other party, unless such attribute relates to the employment relationship or substantially impairs cooperation within the business;b. because the other party exercises a constitutional right, unless the exercise of such right breaches an obligation arising from the employment relationship or substantially impairs cooperation within the business;c. solely in order to prevent claims under the employment relationship from accruing to the other party;d. because the other party asserts claims under the employment relationship in good faith;e. because the other party is performing Swiss compulsory military or civil defence service or Swiss alternative civilian service or a non-voluntary legal obligation. Further, notice of termination given by the employer is unlawful when given:a. because the employee is or is not a member of an employees’ organisation or because he carries out trade union activities in a lawful manner;b. while the employee is an elected employee representative on the staff council for the business or on a body linked to the business and the employer cannot cite just cause to terminate his employment;c. in the context of mass redundancies, without his having consulted the organisation that represents the employees or, where there is none, the employees themselves (Art. 335f). The protection against termination of employment afforded pursuant to paragraph 2 letter b to an employee representative whose mandate has ended as a result of transfer of the employment relationship (Art. 333) continues until such time as the mandate would have expired had such transfer not taken place.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).Amended by Annex No 3 to the FA of 6 Oct. 1995 on Alternative Civilian Service, in force since 1 Oct. 1996 (AS 1996 1445; BBl 1994 III 1609).Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).b.  PenaltiesArt. 336a A party who terminates the employment relationship unlawfully must pay compensation to the other party. The court determines the compensation taking due account of all the circumstances, though it must not exceed an amount equivalent to six months’ salary for the employee. Claims for damages on other counts are unaffected. Where termination is unlawful pursuant to Article 336 paragraph 2 letter c, compensation may not exceed two months’ salary for the employee.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).Inserted by No I of the FA of 17 Dec. 1993, in force since 1 May 1994  (AS 1994 804; BBl 1993 I 805).c.  ProcedureArt. 336b A party seeking compensation pursuant to Articles 336 and 336a must submit his objection to the notice of termination in writing to the party giving such notice not later than the end of the notice period. Where the objection has been properly submitted and the parties cannot reach agreement on the continuation of the employment relationship, the party on whom notice was served may bring his claim for compensation. The claim prescribes if not brought before the courts within 180 days of the end of the employment relationship.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).2.  Termination at an inopportune juncturea.  By the employerArt. 336c After the probation period has expired, the employer may not terminate the employment relationship:a. while the other party is performing Swiss compulsory military or civil defence service or Swiss alternative civilian service or, where such service lasts for more than eleven days, during the four weeks preceding or following it;b. while the employee through no fault of his own is partially or entirely prevented from working by illness or accident for up to 30 days in the first year of service, 90 days in the second to fifth years of service and 180 days in the sixth and subsequent years of service;c. during the pregnancy of an employee and the sixteen weeks following birth;c. before the end of the extended period of maternity leave in accordance with Article 329f paragraph 2;c. between the start of leave in accordance with Article 329f paragraph 3 and the last day of leave taken, but for a maximum of three months from the end of the period in accordance with letter c;c. for as long as the employee is entitled to carer’s leave under Article 329i, but for no longer than six months from the day on which the period within which to take the leave begins;c. while leave is being taken in accordance with Article 329g;d. while the employee is participating with the employer’s consent in an overseas aid project ordered by the competent federal authority. Any notice of termination given during the proscribed periods stipulated in paragraph 1 is void; by contrast, where such notice was given prior to the commencement of a proscribed period but the notice period has not yet expired at that juncture, it is suspended and does not resume until the proscribed period has ended. Where a specific end-point, such as the end of a month or working week, has been set for termination of the employment relationship and such end-point does not coincide with the expiry of the resumed notice period, the latter is extended until the next applicable end-point.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).Amended by Annex No 3 to the FA of 6 Oct. 1995 on Alternative Civilian Service, in force since 1 Oct. 1996 (AS 1996 1445; BBl 1994 III 1609).Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051). Inserted by No II of the FA of 18 Dec. 2020, in force since 1 July 2021  (AS 2021 288; BBl 2019 141). Inserted by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Originally let. c, then c. Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work and Caring for Family Members, in force since 1 July 2021  (AS 2020 4525; BBl 2019 4103). Inserted by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742).b.  By the employeeArt. 336d After the probation period has expired, the employee may not terminate the employment relationship if he is required to deputise for a hierarchical superior whose function the employee is capable of assuming or for the employer himself who is prevented from working by the reasons set out at Article 336c paragraph 1 letter a. Article 336c paragraphs 2 and 3 apply mutatis mutandis.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).IV.  Termination with immediate effect1.  Requirementsa.  For good causeArt. 337 Both employer and employee may terminate the employment relationship with immediate effect at any time for good cause; the party doing so must give his reasons in writing at the other party’s request. In particular, good cause is any circumstance which renders the continuation of the employment relationship in good faith unconscionable for the party giving notice. The court determines at its discretion whether there is good cause, However, under no circumstances may the court hold that good cause is constituted by an employee being prevented from working through no fault of his own.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).b.  Salary at riskArt. 337aIn the event of the employer’s insolvency, the employee may terminate the employment relationship with immediate effect unless he is furnished with security for his claims under such relationship within an appropriate period.2.  Consequencesa.  Termination for good causeArt. 337b Where the good cause for terminating the employment relationship with immediate effect consists in breach of contract by one party, he is fully liable in damages with due regard to all claims arising under the employment relationship. In other eventualities the court determines the financial consequences of termination with immediate effect at its discretion, taking due account of all the circumstances.b.  Termination without just causeArt. 337c Where the employer dismisses the employee with immediate effect without good cause, the employee is entitled to damages in the amount he would have earned had the employment relationship ended after the required notice period or on expiry of its agreed duration. Such damages are reduced by any amounts that the employee saved as a result of the termination of the employment relationship or that he earned by performing other work or would have earned had he not intentionally foregone such work.  The court may order the employer to pay the employee an amount of compensation determined at the court’s discretion taking due account of all circumstances; however, compensation may not exceed the equivalent of six months’ salary for the employee.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).c.  Failure to take up post and departure without just causeArt. 337d Where the employee fails to take up his post or leaves it without notice without good cause, the employer is entitled to compensation equal to one-quarter of the employee’s monthly salary; in addition, he is entitled to damages for any further losses. Where the employer has suffered no losses or lower losses than the value of the compensation stipulated in the previous paragraph, the court may reduce the compensation at its discretion. Where the claim for damages is not extinguished by set-off, it must be asserted by means of legal action or debt enforcement proceedings within 30 days of the failure to take up the post or departure from it, failing which it prescribes. ...Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).Repealed by No I of the FA of 18 March 1988, with effect from 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).V.  Death of the employee or employer1.  Death of the employeeArt. 338 The employment relationship ends on the death of the employee. However, the employer must pay the salary for a further month thereafter or, where the employee had completed more than five years of service, for a further two months, provided the employee is survived by a spouse, a registered partner, children who are minors or, in the absence of such heirs, other persons to whom he had a duty to provide support. Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).2.  Death of the employerArt. 338a On the death of the employer, the employment relationship passes to his heirs; the provisions governing transfer of employment relationships on transfer of a business apply mutatis mutandis. Where an employment relationship was entered into with the employer in person, it ends on his death; however, the employee may claim appropriate compensation for losses incurred as a result of the premature termination of the employment relationship.VI.  Consequences of termination of the employment relationship 1.  Maturity of claimsArt. 339 When the employment relationship ends, all claims arising therefrom fall due. In the case of claims for commission on transactions performed partly or entirely after the end of the employment relationship, the due date may be deferred by written agreement, albeit generally for no more than six months, or for no more than one year in the case of transactions involving performance in instalments, and for no more than two years in the case of insurance policies and transactions whose execution takes more than half a year. The claim for a share of the business results becomes due in accordance with Article 323 paragraph 3.2.  ReturnArt. 339a By the time the employment relationship ends, each contracting party must return to the other everything received from him or from third parties for his account during the employment relationship. In particular, the employee must return motor vehicles and travel tickets and repay advances against salary and expenses to the extent that they exceed his claims. The contracting parties’ rights of lien are unaffected.3.  Severance allowancea.  RequirementsArt. 339b Where an employment relationship with an employee of at least 50 years of age comes to an end after twenty years or more of service, the employer must pay the employee a severance allowance. If the employee dies during the employment relationship, such allowance is paid to the surviving spouse, registered partner or children who are minors or, in the absence of such heirs, other persons to whom he had a duty to provide support. Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).b.  Amount and due dateArt. 339c The amount of the severance allowance may be fixed by written individual agreement, standard employment contract or collective employment contract but may never be less than two months’ salary for the employee. Where the amount of the severance allowance is not fixed, the court has discretion to determine it taking due account of all the circumstances, although it must not exceed the equivalent of eight months’ salary for the employee. The severance allowance may be reduced or dispensed with if the employee has terminated the employment relationship without good cause or the employer himself has terminated it with immediate effect for good cause or where the payment of such allowance would inflict financial hardship on him. The severance allowance is due on termination of the employment relationship, but the due date may be deferred by written individual agreement, standard employment contract or collective employment contract or by court order.c.  Benefits in lieu of allowanceArt. 339d Where the employee receives benefits from an occupational benefits scheme, these may be deducted from the severance allowance to the extent that they were funded by the employer either directly or through his contributions to the occupational benefits scheme. The employer is likewise released from his obligation to make a severance allowance to the extent that he gives a binding commitment to make future benefits contributions on the employee’s behalf or has a third party give such a commitment.Amended by Annex No 2 to the FA of 25 June 1982 on Occupational Old Age, Survivors' and Invalidity Pension Provision, in force since 1 Jan. 1985  (AS 1983 797 827 Art. 1 Abs. 1; BBl 1976 I 149).VII.  Prohibition of competition1.  RequirementsArt. 340 An employee with capacity to act may give the employer a written undertaking to refrain from engaging in any activity that competes with the employer once the employment relationship has ended and in particular to refrain from running a rival business for his own account or from working for or participating in such a business. The prohibition of competition is binding only where the employment relationship allows the employee to have knowledge of the employer’s clientele or manufacturing and trade secrets and where the use of such knowledge might cause the employer substantial harm.2.  RestrictionsArt. 340a The prohibition must be appropriately restricted with regard to place, time and scope such that it does not unfairly compromise the employee’s future economic activity; it may exceed three years only in special circumstances. The court may at its discretion impose restrictions on an excessive prohibition of competition, taking due account of all the circumstances; in particular it will have due regard to any consideration made by the employer.3.  Consequences of infringementArt. 340b An employee who infringes the prohibition of competition must provide compensation for the resultant damage to the employer. Where an employee who infringes the prohibition is liable to pay a contractual penalty, unless otherwise agreed he may exempt himself from the prohibition by paying it; however, he remains liable in damages for any further damage. Where expressly so agreed in writing, in addition to the agreed contractual penalty and any further damages, the employer may insist that the situation that breaches the contract be rectified to the extent justified by the injury or threat to the employer’s interests and by the conduct of the employee.4.  ExtinctionArt. 340c The prohibition of competition is extinguished once the employer demonstrably no longer has a substantial interest in its continuation. The prohibition is likewise extinguished if the employer terminates the employment relationship without the employee having given him any good cause to do so, or if the employee terminates it for good cause attributable to the employer.H.  No right of waiver and prescriptionArt. 341 For the period of the employment relationship and for one month after its end, the employee may not waive claims arising from mandatory provisions of law or the mandatory provisions of a collective employment contract. General provisions governing prescriptive periods are applicable to claims under the employment relationship.I.  Reservation of public law and effects under civil lawArt. 342 The following are reserved:a. the provisions of the Confederation, cantons and communes regarding employment relationships under public law, except in respect of Article 331 paragraph 5 and Articles 331a–331e;b. the public law provisions of the Confederation and the cantons governing work and vocational training. Where federal or cantonal provisions governing work and vocational training impose an obligation under public law on the employer or employee, the other party has a claim under civil law for performance of said obligation if it is susceptible to inclusion in the individual employment contract.Amended by No II 2 of the FA of 18 Dec. 1998, in force since 1 May 1999  (AS 1999 1384; BBl 1998 V 5569).Art. 343 Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).Section Two:  Special Individual Employment ContractsA. The Apprenticeship Contract Amended by Annex No II 3 to the FA of 13 Dec. 2002 on Vocational and Professional Education and Training, in force since 1 Jan. 2004 (AS 2003 4557; BBl 2000 5686).I.  Definition and conclusion1.  DefinitionArt. 344An apprenticeship contract is a contract whereby the employer undertakes to provide an apprentice with the requisite training for a particular vocation and the apprentice undertakes to work in the employer’s service in order to acquire such training.2.  Conclusion and contentArt. 344a An apprenticeship contract is valid only if it is done in writing. The contract must stipulate the nature and duration of the vocational training, the salary, the probation period, the working hours and the holiday entitlement. The probation period must be no less than one month and no longer than three months. Where not stipulated by the parties in the contract, it is three months. By agreement between the parties and with the consent of the cantonal authority, the probation period may exceptionally be extended before its expiry to a final duration of up to six months. The contract may contain other terms, in particular regarding the supply of work tools, contributions towards the costs of board and lodgings, the payment of insurance premiums and other obligations to be performed by the parties. Any agreement restricting the apprentice’s freedom to decide his vocational activities once the apprenticeship is complete is void.II.  Effects1.  Special obligations of the trainee and his legal representativeArt. 345 The apprentice must do his utmost to achieve the goal of the apprenticeship. The apprentice’s legal representative must do his best to support the employer in his task and to foster a good relationship between the employer and the apprentice.2.  Special obligations of the employerArt. 345a The employer must ensure that the vocational training is supervised by a specialist with the necessary professional skills and personal qualities. He must without deducting any salary allow the apprentice the time required to attend technical college and take interdisciplinary courses and to sit the vocational examinations on completion of the apprenticeship. While the apprentice is still under the age of 20, the employer must grant him a holiday entitlement of at least five weeks per year of apprenticeship. He may allocate work outside the relevant vocational field and piece work to the apprentice only insofar as such work is related to the vocation in which the apprentice is being instructed and the training is not thereby impaired.III.  Termination1.  Early termination Art. 346 During the probation period, the apprenticeship relationship may be terminated at any time by giving seven days’ notice. The apprenticeship relationship may be terminated with immediate effect for good cause within the meaning of Article 337, and in particular where:a. the specialist supervising the training lacks the professional skills or personal qualities required to train the apprentice;b. the apprentice does not have the physical or intellectual aptitude required for his training or if his health or morals are in doubt; the apprentice and, where applicable, his legal representative must be heard beforehand;c. the training cannot be completed or can only be completed under fundamentally different conditions2.  Certificate of apprenticeshipArt. 346a At the end of the apprenticeship, the employer must provide the apprentice with a certificate setting out the requisite information concerning the vocational training acquired and the duration of the apprenticeship. At the request of the apprentice or his legal representative, the certificate must also give information on the skills, achievements and conduct of the apprentice.B.  The Commercial Traveller’s ContractI.  Definition and conclusion1.  DefinitionArt. 347 Under a commercial traveller’s contract, the commercial traveller undertakes to broker or conclude all manner of transactions on behalf of the owner of a trading, manufacturing or other type of commercial company off the employer’s business premises in exchange for payment of a salary. Any employee who is not primarily engaged in itinerant activities or who works only occasionally or temporarily for the employer or who acts as a travelling salesman for his own account is not considered a commercial traveller.2.  Conclusion and contentArt. 347a The employment relationship is defined by written contract which stipulates in particular:a. the duration and termination of the employment relationship;b. the commercial traveller’s authority;c. the remuneration and reimbursement of expenses;d. the applicable law and the forum, where one of the parties is resident abroad. In the absence of a written contract, the matters specified in the previous paragraph are determined by statutory provision and customary working conditions. An oral agreement is valid only with regard to the commencement of service, the nature and location of the commercial travel and other terms that do not contradict the statutory provisions or the written contract.II.  Obligations and authority of the commercial traveller1.  Special obligationsArt. 348 The commercial traveller must visit the clients in the prescribed manner unless there is just cause to vary it; he may neither broker nor conclude transactions on his own behalf or on behalf of a third party without the written consent of the employer. Where the commercial traveller is authorised to conclude transactions, he must comply with the prescribed prices and other terms and conditions and must declare that any changes thereto are subject to approval by the employer. The commercial traveller must report regularly on his activities, pass on all orders received immediately to the employer and notify the employer of any matters of note that concern his clients.2.  Del credereArt. 348a Any agreement whereby the commercial traveller is made liable for the client’s payment or any other type of performance of the client’s obligations or for all or part of the recovery costs is void. Where the commercial traveller concludes transactions with private individuals, he may by means of a written undertaking assume liability in a given transaction for at most one-quarter of the losses incurred by the employer as a result of non-performance of the client’s obligations, on condition that an appropriate del credere commission is agreed. In the case of insurance policies the travelling insurance broker may by means of a written undertaking assume liability for at most one-half of the recovery costs where a single-payment premium or premium instalments are not paid and he seeks their recovery by way of legal action or compulsory execution.3.  AuthorityArt. 348b Unless otherwise agreed in writing, a commercial traveller only has authority to broker transactions. Where the commercial traveller is authorised to conclude transactions, his powers extend to all legal procedures normally associated with their execution; however, without special authority he may not take receipt of payments from clients nor approve payment periods. Article 34 of the Federal Act of 2 April 1908 on Insurance Policies is reserved.SR 221.229.1III.  Special obligations of the employer1.  Area of activityArt. 349 Where a particular area or clientele is allocated to the commercial traveller, it is deemed to have been allocated to him exclusively unless otherwise agreed in writing; however, the employer remains authorised to enter into transactions personally within the area or clientele allocated to the commercial traveller. The employer may unilaterally vary the contractually stipulated area or clientele where legitimate reasons require such variation before expiry of the notice to terminate the contract; however, where this is the case, the commercial traveller is entitled to compensation and has good cause for termination of the employment relationship.2.  Salarya.  In generalArt. 349a The employer must pay the commercial traveller a salary consisting of a fixed salary component with or without commission. A written agreement whereby the salary consists exclusively or principally of commission is valid only if such commission gives appropriate remuneration for the services of the commercial traveller. The salary may be freely determined by written agreement for a probation period of no more than two months.b.  CommissionArt. 349b Where an area or clientele is allocated exclusively to a commercial traveller, the agreed or customary commission is payable to him on all transactions concluded by him or his employer within such area or clientele. If a particular area or clientele has not been allocated exclusively to him, the commercial traveller is entitled to commission only on transactions that he personally brokered or concluded. Where it is not yet possible to calculate the precise value of a transaction when the commission falls due, the initial commission payable is based on the minimum value calculated by the employer, with the balance falling due at the latest when the transaction is executed.c.  Prevention from travellingArt. 349c Where the commercial traveller through no fault of his own is prevented from travelling and his salary must nonetheless be paid to him by law or by contract, it is calculated on the basis of the fixed salary component plus appropriate compensation for loss of commission. Where the commission makes up less than one-fifth of the salary, it may be agreed in writing that no compensation for loss of commission is owed to him should he be prevented from travelling through no fault of his own. Where a commercial traveller who is prevented from travelling through no fault of his own receives his full salary, at the employer’s request he must carry out work on the business premises to the extent he is capable of such work and it may reasonably be required of him.3.  ExpensesArt. 349d Where the commercial traveller works for several employers at the same time and there is no written agreement stipulating how expenses are to be divided, each employer must reimburse an equal share. Any agreement stipulating that the fixed salary component or commission includes reimbursement of all or part of the expenses is void.4.  Special lienArt. 349e By way of securing claims due to him under the employment relationship and, in the event that the employer becomes insolvent, claims that are not yet due, the commercial traveller has a special lien on chattels and securities and on any payments received from clients by virtue of an authority to collect with which he has been vested. The lien does not extend to travel tickets, price lists, client lists and other documents.IV.  Termination1.  In special circumstancesArt. 350 Where commission makes up at least one-fifth of a commercial traveller’s salary and is subject to major seasonal fluctuations, and where the commercial traveller has worked for the employer since the end of the previous season, any notice of termination served on him by the employer during the following season may not expire until the end of the second month following the month in which it was served. On the same conditions, where a commercial traveller has been retained by an employer until the end of one season any notice of termination given by him during the period prior to the beginning of the following season may not expire until the end of the second month following the month in which it was served.2.  Special consequences Art. 350a At the end of the employment relationship, the commercial traveller is entitled to commission on all the transactions that he concluded or brokered and on all orders passed on to the employer before the end of the employment relationship, whatever the date of their acceptance or execution. The commercial traveller must return to the employer all samples, patterns and models, price lists, customer lists and other documents supplied to him for his work activities by the end of the employment relationship, subject to the right of lien.C.  The Homeworker’s ContractI.  Definition and conclusion1.  DefinitionArt. 351Under a homeworker’s contract, the homeworker undertakes to work for the employer in return for a salary, such work to be carried out alone or with members of his family and in his home or on other premises of his choosing.Term in accordance with Art. 21 No 1 of the Homeworking Act of 20 March 1981, in force since 1 April 1983 (AS 1983 108; BBl 1980 II 282). This amendment is taken into account in Art. 351–354 and 362 para. 1.2.  Notification of conditionsArt. 351a Before each work assignment is given to the homeworker, the employer must inform him of the applicable conditions and specifications to the extent these are not already covered by the general terms and conditions of employment; he must specify the materials to be procured by the homeworker and state in writing the amounts to be reimbursed for such materials and the salary. If information regarding the salary and the amounts to be reimbursed for materials procured by the homeworker is not given in writing before the work is allocated, the customary terms and conditions of employment are applicable.II.  Special obligations of the home worker1.  Performance of the workArt. 352 The homeworker must start the work he has accepted on time, finish it by the agreed deadline and deliver the results to the employer. If the work is defective and the homeworker is at fault, he is obliged to rectify it at his own expense to the extent that the defects can be removed.2.  Materials and work toolsArt. 352a The homeworker is obliged to treat the materials and tools supplied by the employer with all due care, to give account of how they are used and to return tools and unused materials to the employer. Where in the course of his work the homeworker notes defects in the materials or tools supplied, he must inform the employer immediately and await further instructions before continuing work. Where the materials or tools supplied have been damaged through the fault of the homeworker, he is liable to the employer at most for the replacement cost.III.  Special obligations of the employer1.  Acceptance of completed workArt. 353 The employer must inspect the completed work on delivery and notify the homeworker of any defects within one week. Where the employer fails to notify defects to the homeworker promptly, the work is deemed to have been accepted.2.  Salarya.  PaymentArt. 353a Where the homeworker is engaged by the employer on a continuous basis, the salary for the work carried out is paid twice monthly or, with the homeworker’s consent, at the end of each month, and otherwise on delivery of the completed work. Each salary payment must be accompanied by a written statement giving the reasons for any salary deductions that have been made.b.  When prevented from workingArt. 353b An employer who engages the home worker on a continuous basis is obliged pursuant to Articles 324 and 324a to pay his salary in the event that the employer fails to accept his work or he is prevented from working by personal circumstances for which he is not at fault. In other cases the employer is not obliged to pay the salary pursuant to Articles 324 and 324a.IV.  TerminationArt. 354 Where trial work is assigned to the homeworker, unless otherwise agreed the employment relationship is deemed to have been entered into on a trial basis for a fixed period. Unless otherwise agreed, where the homeworker is engaged by the employer on a continuous basis, the employment relationship is deemed to have been entered into for an indefinite period, and in all other cases it is deemed to have been entered into for a fixed period.D.  Applicability of General ProvisionsArt. 355The general provisions governing individual employment contracts are applicable by way of supplement to apprenticeship contracts, commercial traveller’s contracts and homeworker’s contracts.Section Three:  The Collective Employment Contract and the Standard Employment ContractA.  The Collective Employment ContractI.  Definition, content, form and duration1.  Definition and contentArt. 356 A collective employment contract is a contract whereby employers or employers’ associations and employees’ associations jointly lay down clauses governing the conclusion, nature and termination of employment relationships between the employers and individual employees. The collective employment contract may also contain other clauses, provided they pertain to the relationship between employers and employees or are limited to the formulation of such clauses. Further, the collective employment contract may define the mutual rights and obligations of the contracting parties and the monitoring and enforcement of the clauses specified in the previous paragraphs. Where more than one employers’ association and/or employees’ association is bound by the collective employment contract either from the outset or as a result of subsequent accession with the consent of the original contracting parties, they have equal rights and obligations thereunder and any contrary agreement is void.2.  Freedom of association and freedom to practise a professionArt. 356a Any clause in a collective employment contract or individual agreement between the contracting parties intended to compel an employer or employee to join a contracting association is void. Any clause in a collective employment contract or individual agreement between the contracting parties intended to exclude or restrict the practice of a particular profession or occupation by an employee or his acquisition of the necessary vocational training is void.  The clauses and agreements referred to in the previous paragraph are valid by way of exception if they are justified by overriding interests that warrant protection, in particular personal health and safety or the quality of work; however, denial of access to the profession is not an interest that warrants protection.3.  Accession Art. 356b Individual employers and individual employees in the service of employers bound by the collective employment contract may accede to it with the consent of the contracting parties, whereupon they become participating employers and employees. The collective employment contract may stipulate the rules governing such accession. Unreasonable conditions attaching to accession, such as unreasonable monetary contributions, may be declared void or limited to an admissible level by the court; however, clauses and agreements intended to set contributions in favour of one individual contracting party are always void. Any clause in a collective employment contract or individual agreement between the contracting parties intended to compel members of associations to accede to the collective employment contract is void if such associations are not entitled to become party to it or to conclude an analogous contract.4.  Form and duration Art. 356c The conclusion of a collective employment contract, its amendment and termination by mutual agreement, the accession of a new contracting party and notice to terminate the contract are valid only if done in writing, as are declarations of accession by individual employers or employees, the consent to such accession by the contracting parties pursuant to Article 356b paragraph 1 and notice to withdraw from the contract. Where the collective employment contract is open-ended and does not provide otherwise, after one year has elapsed any of the contracting parties may withdraw from it at any time by giving six months’ notice, which is effective for all other parties. The same applies mutatis mutandis to parties subsequently acceding to the contract.II.  Effects1.  On participating employers and employeesArt. 357 Unless otherwise stipulated in the collective employment contract, its provisions relating to the formation, nature and termination of individual employment relationships are binding on the participating employers and employees for the duration of the contract and may not be derogated. Any agreement between participating employers and employees that contradicts the compulsory provisions of the collective employment contract is void and replaced by those provisions; however, such an agreement may be valid if it is to the benefit of the employee.2.  On the contracting partiesArt. 357a The contracting parties are obliged to ensure compliance with the collective employment contract; to this end associations must exert their influence on their members and, where required, have recourse to the means placed at their disposal by their articles of association and the law. Each contracting party has a duty to maintain harmonious industrial relations and in particular to refrain from any hostile action on matters regulated by the collective employment contract; such duty applies without restriction only where expressly so agreed.3.  Joint enforcementArt. 357b A collective employment contract concluded between associations may stipulate that each contracting party has an actionable claim against the other parties in the event that they fail to discharge their duty to ensure that the participating employers and employees abide by the contract as regards the following matters: a. the formation, nature and termination of employment relationships, in respect of which the claim is for a declaratory judgment only;b. the payment of contributions to equalisation funds or other institutions in connection with the employment relationship, the representation of employees within businesses and the maintenance of harmonious industrial relations;c. monitoring activities, the provision of security and contractual penalties in relation to the provisions set out in letters a and b. Clauses within the meaning of the previous paragraph may be agreed where the contracting parties are expressly authorised so to do by their articles of association or resolution passed by their governing body. Unless otherwise stipulated in the collective employment contract, the provisions governing simple partnerships apply mutatis mutandis to relations between the contracting parties. III.  Relationship to mandatory lawArt. 358The mandatory law of the Confederation and the cantons takes precedence over the collective employment contract; however, other provisions may be agreed to the benefit of employees provided they do not conflict with mandatory law.B.  The Standard Employment ContractI.  Definition and contentArt. 359 The standard employment contract is a contract in which clauses governing the formation, nature and termination of certain types of employment relationship are laid down. The cantons shall draw up standard employment contracts for agricultural workers and domestic staff to regulate in particular working hours, leisure time and employment conditions for female employees and minors. Article 358 is applicable mutatis mutandis to the standard employment contract.II.  Competent authorities and procedureArt. 359a Where the scope of application of a standard employment contract extends over more than one canton, the Federal Council is responsible for issuing it, but otherwise the canton is responsible. Before being issued, the standard employment contract shall be published in an appropriate manner and a time limit set within which interested parties may submit their comments in writing; furthermore, the relevant professional associations and public bodies shall be consulted. The standard employment contract comes into force once it has been issued in accordance with the provisions governing official publications. The same procedure applies to the rescission or amendment of a standard employment contract.III.  EffectsArt. 360 Unless otherwise agreed, the standard employment contract applies directly to the employment relationships that it governs. The standard employment contract may stipulate that agreements derogating from certain of its provisions must be done in writing.IV.  Minimum wage1.  RequirementsArt. 360a Where the wages that are customary for a geographical area, occupation or industry are repeatedly and unfairly undercut within a particular occupation or economic sector and there is no collective employment contract laying down a minimum wage that may be declared universally binding, on application by the tripartite commission as defined in Article 360b, the competent authority may issue a fixed-term standard employment contract providing for a minimum wage varied by region and, where applicable, by locality in order to combat or prevent abusive practices. The minimum wage must not conflict with the public interest or prejudice the legitimate interests of other economic sectors or sections of the population. It must have due regard to the minority interests of the economic sectors or occupations concerned that stem from regional and business diversity. In the case of repeated infringements of the provisions on the minimum wage in a standard employment contract in accordance with paragraph 1 or if there is evidence that no longer using the standard employment contract may lead to further abusive practices in terms of paragraph 1, at the request of the tripartite commission, the competent authority may extend the standard employment contract for a limited period. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2004 (AS 2003 1370; BBl 1999 6128). Inserted by No II of the FA of 30 Sept. 2016, in force since 1 April 2017 (AS 2017 2077; BBl 2015 5845).2.  Tripartite commissions Art. 360b The Confederation and each canton shall establish a tripartite commission consisting of an equal number of employers’ and employees’ representatives in addition to representatives of the state. Employers’ and employees’ associations have the right to put forward candidates for selection as their representatives within the meaning of paragraph 1. The commissions monitor the labour market. If they observe abusive practices within the meaning of Article 360a paragraph 1, they normally seek to reach agreement directly with the employers concerned. Where this cannot be achieved within two months, they petition the competent authority to issue a standard employment contract fixing a minimum wage for the affected sectors or occupations. If labour market conditions in the affected sectors change, the tripartite commission petitions the competent authority to amend or rescind the standard employment contract. To enable them to discharge their responsibilities, the tripartite commissions have the right to obtain information and inspect any business document necessary to the conduct of their investigation. In the event of a dispute, a ruling is given by a body specially appointed for this purpose by the Confederation or the canton, as applicable. Where necessary for the conduct of their investigations, on application the tripartite commissions may obtain personal data contained in corporate collective employment contracts from the Federal Statistical Office. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2003 (AS 2003 1370; BBl 1999 6128). Inserted by Art. 2 No 2 of the FA of 17 Dec. 2004 approving and implementing the Protocol relating to the extension of the Agreement between the Swiss Confederation, of the one part, and the EU and its member states, of the other part, on the free movement of persons to new EU member states and approving the revision of the accompanying measures on the free movement of persons, in force since 1 April 2006 (AS 2006 979; BBl 2004 5891 6565).3.  Official secrecyArt. 360c The members of tripartite commissions are subject to official secrecy; in particular they are obliged to keep secret from third parties any information of a commercial or private nature gained in the exercise of their office. Such duty of secrecy remains in force even after membership of the tripartite commission has ceased. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2003 (AS 2003 1370; BBl 1999 6128).4.  EffectsArt. 360d The standard employment contract as defined in Article 360a also applies to employees who work only temporarily within its geographical scope and to employees whose services have been loaned out. It is not permissible to derogate from a standard employment contract as defined in Article 360a to the detriment of the employee. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2004 (AS 2003 1370; BBl 1999 6128).5.  Associations’ right of actionArt. 360eEmployers’ and employees’ associations have the right to apply for a declaratory judgment as to whether an employer is in compliance with the standard employment contract as defined in Article 360a. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2004 (AS 2003 1370; BBl 1999 6128).6.  NotificationArt. 360fA canton issuing a standard employment contract pursuant to Article 360a must forward a copy to the competent federal office. Inserted by Annex No 2 to the FA of 8 Oct. 1999 on Workers posted to Switzerland, in force since 1 June 2004 (AS 2003 1370; BBl 1999 6128). Now the State Secretariat for Economic Affairs (SECO).Section Four:  Mandatory ProvisionsA.  Provisions from which no derogation is permissible to the detriment of the employer or the employeeArt. 361 It is not permissible to derogate from the following provisions to the detriment of either the employer or the employee by individual agreement, standard employment contract or collective employment contract:Article 321c:  paragraph 1 (overtime);Article 323:  paragraph 4 (advances);Article 323b:  paragraph 2 (set-off against countervailing claims);Article 325:  paragraph 2 (assignment and pledge of salary claims);Article 326:  paragraph 2 (allocation of work);Article 329d:  paragraph 2 and 3 (holiday pay);Article 331:  paragraphs 1 and 2 (employee benefits scheme contributions);Article 331b:  (assignment and pledge of claims to occupational benefits);...Article 334:  paragraph 3 (termination of long-term employment relationships);Article 335:  (termination of employment relationships);Article 335k:  (social plan during bankruptcy or composition proceedings)Article 336:  paragraph 1 (wrongful termination);Article 336a:  (compensation in the event of wrongful termination);Article 336b:  (compensation procedure);Article 336d:  (termination by the employee at an inopportune juncture);Article 337:  paragraphs 1 and 2 (termination with immediate effect for good cause);Article 337b:  paragraph 1 (consequences of justified termination);Article 337d:  (consequences of failure to take up post or departure without just cause);Article 339:  paragraph 1 (maturity of claims);Article 339a:  (return);Article 340b:  paragraph 1 and 2 (consequences of infringement of the prohibition of competition);Article 342:  paragraph 2 (civil law effects of public law);...Article 346:  (early termination of apprenticeship contract);Article 349c:  paragraph 3 (prevention from travelling);Article 350:  (termination in special cases);Article 350a:  paragraph 2 (return). Any agreement or clause of a standard employment contract or collective employment contract that derogates from the aforementioned provisions to the detriment of the employer or the employee is void.Inserted by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).Repealed by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, with effect from 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455). Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).B.  Provisions from which no derogation is permissible to the detriment of the employeeArt. 362 It is not permissible to derogate from the following provisions to the detriment of the employee by individual agreement, standard employment contract or collective employment contract:Article 321e:  (employee’s liability);Article 322a:  paragraphs 2 and 3 (share in the business results);Article 322b:  paragraphs 1 and 2 (entitlement to commission);Article 322c:  (statement of commission);Article 323b:  paragraph 1, second sentence (salary statement);Article 324:  (salary where employer fails to accept work);Article 324a:  paragraphs 1 and 3 (salary where employee is prevented from working);Article 324b:  (salary where employee has compulsory insurance);Article 326:  paragraphs 1, 3 and 4 (piece work);Article 326a:  (piece work rates);Article 327a:  paragraph 1 (reimbursement of expenses in general);Article 327b:  paragraph 1 (reimbursement of expenses for motor vehicles);Article 327c:  paragraph 2 (advances for expenses);Article 328:  (protection of the employee’s personality rights in general);Article 328a:  (protection of personality rights of employees living in the employer’s household);Article 328b:  (protection when handling personal data);Article 329:  paragraphs 1, 2 and 3 (days off work);Article 329a:  paragraphs 1 and 3 (holiday entitlement);Article 329b:  paragraphs 2 and 3 (reduction of holiday entitlement);Article 329c:  (consecutive weeks and timing of holidays);Article 329d:  paragraph 1 (holiday pay);Article 329e:  paragraphs 1 and 3 (leave for youth work);Article 329f:  (maternity leave);Article 329g:  (parental leave);Article 329g:  (leave in the event of the mother’s death)Article 329h:  (leave to care for family members);Article 329i:  (Leave to care for a child whose health is seriously impaired by illness or accident);Article 329j:  (Adoption leave);Article 330:  paragraphs 1, 3 and 4 (security);Article 330a:  (reference);Article 331:  paragraphs 3 and 4 (contributions and information for employee benefits);Article 331a:  (beginning and end of insurance cover);...Article 332:  paragraph 4 (remuneration for inventions);Article 333:  paragraph 3 (liability in the event of transfer of employment relationships);Article 335c:  (notice periods)Article 335i:  (duty to negotiate in order to conclude a social plan)Article 335j:  (preparation of the social plan by an arbitral tribunal)Article 336:  paragraph 2 (wrongful termination by the employer);Article 336c:  (termination by the employer at an inopportune juncture);Article 337a:  (termination with immediate effect because salary is at risk);Article 337c:  paragraph 1 (consequences of termination without just cause);Article 338:  (death of the employee);Article 338a:  (death of the employer);Article. 339b:  (Requirements for severance allowance);Article. 339d:  (benefits in lieu);Article. 340:  paragraph 1 (Requirements for prohibition of competition);Article. 340a:  paragraph 1 (restrictions on prohibition of competition);Article. 340c:  (extinction of prohibition of competition);Article. 341:  paragraph 1 (no right of waiver);Article. 345a:  (obligations of the master);Article. 346a:  (certificate of apprenticeship);Article. 349a:  paragraph 1 (commercial traveller’s salary);Article. 349b:  paragraph 3 (payment of commission);Article. 349c:  paragraph 1 (salary where prevented from travelling);Article. 349e:  paragraph 1 (commercial traveller’s lien);Article. 350a:  paragraph 1 (commission on termination of the employment relationship);Article. 352a:  paragraph 3 (home worker’s liability);Article. 353:  (acceptance of completed work);Article. 353a:  (payment of salary);Article. 353b:  paragraph 1 (salary where home worker is prevented from working). Any agreement or clause of a standard employment contract or collective employment contract that derogates from the aforementioned provisions to the detriment of the employee is void.Amended by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members, in force since 1 Jan. 2021 (AS 2020 4525; BBl 2019 4103).Inserted by Annex No 2 to the FA of 19 June 1992 on Data Protection, in force since 1 July 1993 (AS 1993 1945; BBl 1988 II 413).Inserted by Art. 13 of the FA of 6 Oct. 1989 on Youth Work, in force since 1 Jan. 1991 (AS 1990 2007; BBl 1988 I 825). Inserted by Annex No 12 Annex No 1 to the FA of 3 Oct. 2003, in force since 1 July 2005 (AS 2005 1429; BBl 2002 7522, 2003 1112 2923). Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members (AS 2020 4525; BBl 2019 4103). Amended by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Inserted by Annex No 1 of the FA of 17 March 2023 (Daily Allowance for the Surviving Parent), in force since 1 Jan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members, in force since 1 Jan. 2021 (AS 2020 4525; BBl 2019 4103). Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Work and Caring for Family Members, in force since 1 July 2021 (AS 2020 4525; BBl 2019 4103). Inserted by Annex No 1 of the FA of 1 Oct. 2021, in force since 1 Jan. 2023  (AS 2022 468; BBl 2019 7095, 7303).Amended by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, in force since 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533).Repealed by Annex No 2 to the FA of 17 Dec. 1993 on the Vesting of Occupational Old Age, Survivors' and Invalidity Benefits, with effect from 1 Jan. 1995 (AS 1994 2386; BBl 1992 III 533). Inserted by No II 1 of the FA of 20 Dec. 2019 on Improving the Compatibility of Employment and Caring for Family Members, in force since 1 Jan. 2021 (AS 2020 4525; BBl 2019 4103).Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).Inserted by the Annex to the FA of 21 June 2013, in force since 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455). Now: the employer.Amended by No I of the FA of 18 March 1988, in force since 1 Jan. 1989  (AS 1988 1472; BBl 1984 II 551).Title Eleven:  The Work ContractA.  DefinitionArt. 363A work contract is a contract whereby the contractor undertakes to produce a piece of work and the customer undertakes to pay the contractor for that work.B.  Effects I.  Contractor’s obligations 1.  In generalArt. 364 The contractor generally has the same duty of care as the employee in an employment relationship. The contractor is obliged to carry out the work in person or to have it carried out under his personal supervision, unless the nature of the work is such that his personal involvement is not required. Unless otherwise required by agreement or custom, the contractor is obliged to supply the resources, tools and machinery necessary for producing the work at his own expense.Amended by No II Art. 1 No 6 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.2.  Regarding materialsArt. 365 Where the contractor is responsible for supplying the materials, he is liable to the customer for their quality and has the same warranty obligation as a seller. Where materials are supplied by the customer, the contractor must treat them with all due care, give account of how they are used and return any that remain unused to the customer. If, when producing the work, the contractor notes defects in the materials supplied or in the designated construction site or if any other circumstance arises which might compromise the correct or timely production of the work, he must inform the customer immediately, failing which he shall himself be liable for any adverse consequences.3.  Prompt commencement and contractual production of the workArt. 366 Where the contractor does not begin the work on time or delays its production in breach of contract or, through no fault of the customer, falls so far behind that there is no longer any prospect of completing the work on time, the customer is entitled to withdraw from the contract without waiting for the agreed delivery date. Where during the production of the work it becomes evident that, through the fault of the contractor, the work will be produced in a manner that is defective or otherwise contrary to the contract, the customer may set the contractor or have the contractor set an appropriate time limit within which to take remedial action and notify him that any failure to do so will result in the hire of a third party to take such remedial action or to complete the work at the risk and expense of the contractor.4.  Liability for defectsa.  Identification of defectsArt. 367 The customer must inspect the condition of the delivered or completed work as soon as feasible in the normal course of business and must inform the contractor of any defects discovered. Each party is entitled to request that the work be inspected by experts at his own expense and that a legal record be made of their findings.b.  Rights of the customer in the event of defects Art. 368 Where the work is so defective or deviates from the contractual terms to such an extent that the customer has no use for it or cannot reasonably be expected to accept it, the customer may refuse acceptance and, if the contractor is at fault, seek damages. In the case of minor defects in the work or only slight deviations from the contractual terms, the customer may reduce the price in proportion to the decrease in its value or require the contractor to rectify the work at his own expense and to pay damages if he was at fault, provided such rectification is possible without excessive cost to the contractor. In the case of works produced on the customer’s land or property which by their nature cannot be removed without disproportionate detriment, the customer has only the rights stipulated in paragraph 2.c.  Customer’s liabilityArt. 369The rights accruing to the customer in respect of defects in the work are forfeited if he is at fault for such defects due to having given instructions concerning production of the work that were contrary to the express warnings of the contractor or for any other reason.d.  Approval of the workArt. 370 Once the completed work has been expressly or tacitly approved by the customer, the contractor is released from all liability save in respect of defects which could not have been discovered on acceptance and normal inspection or were deliberately concealed by the contractor. Tacit approval is presumed where the customer omits to inspect the work and give notice of defects as provided by law. Where defects come to light only subsequently, the customer must notify the contractor as soon as he becomes aware of them, otherwise the work is deemed to have been approved even in respect of such defects. e.  PrescriptionArt. 371 The right of the customer to bring claims due to defects in the work prescribes two years from acceptance of the work. However, the prescriptive period amounts to five years where defects in a movable object that has been incorporated in an immovable work in a manner consistent with its nature and purpose have caused the work to be defective. The customer’s claims in respect of defects in an immovable work against both the contractor and any architect or engineer who provided services in connection with such work prescribe five years after completion of the work.  Otherwise the rules governing prescription of the corresponding rights of a buyer apply mutatis mutandis. Amended by No I of the FA of 16 March 2012 (Limitation Periods for Guarantee Claims. Extension and Coordination), in force since 1 Jan. 2013  (AS 2012 5415; BBl 2011 2889 3903).II.  Customer’s obligations 1.  Due date for paymentArt. 372 The customer must pay for the work on completion or delivery. Where the work is delivered in stages and payment in instalments has been agreed, the amount due for each stage of the work is payable on delivery thereof.2.  Amount of paymenta.  Firm commitmentArt. 373 Where the payment was fixed in advance as an exact amount, the contractor is obliged to produce the work for the agreed amount and may not charge more even if the work entailed more labour or greater expense than predicted. However, where production of the work was prevented or seriously hindered by extraordinary circumstances that were unforeseeable or excluded according to the conditions assumed by both parties, the court may at its discretion authorise an increase in the price or the termination of the contract. The customer must pay the full price even where the work has entailed less labour than predicted.b.  By the value of the workArt. 374Where the price was not fixed in advance or fixed only as an approximate amount, it is determined according to the value of the work produced and the expenses incurred by the contractor.C.  TerminationI.  Withdrawal because estimate exceededArt. 375 Where an estimate agreed with the contractor is exceeded by a disproportionate amount through no fault of the customer, he has the right to withdraw from the contract before or after completion. In the case of construction work carried out on his land or property, the customer is entitled to an appropriate reduction in the price or, if the work is not yet complete, to call a halt to the work and withdraw from the contract against equitable compensation for work already done.II.  Destruction of the workArt. 376 If the work is destroyed by accident prior to completion or delivery, the contractor is not entitled to payment for work done or of expenses incurred unless the customer is in default on acceptance of the work. In this case any loss of materials is borne by the party that supplied them. Where the work has been destroyed either due to a defect in the materials supplied or in the construction site designated by the customer or as a result of the method of production that he prescribed, the contractor shall be entitled to payment for the work already done and of expenses incurred that were not included in the price, provided he alerted the customer to the risks in good time, and also to damages if the customer was at fault.III.  Withdrawal by the customer against indemnityArt. 377The customer may withdraw from the contract at any time before the work is completed provided he pays for work already done and indemnifies the contractor in full.IV.  Impossibility of performance for reasons attributable to the customerArt. 378 Where completion of the work is rendered impossible by chance occurrence affecting the customer, the contractor is entitled to payment for the work already done and of expenses incurred that were not included in the price. Where the customer is at fault for the impossibility of performance, the contractor may also claim damages.V.  Death or incapacity of the contractorArt. 379 Where the contractor dies or becomes incapable of finishing the work through no fault of his own, the work contract becomes void if it was concluded in view of the personal attributes of the contractor. The customer is obliged to accept and pay for work already done to the extent it is of use to him.Title Twelve:  The Publishing ContractA.  DefinitionArt. 380A publishing contract is a contract whereby the originator – the author of a literary or artistic work or his legal successor – undertakes to entrust the work to a publisher, who undertakes to reproduce and distribute it.B.  Effects I.  Transfer of copyright and warrantyArt. 381 The author’s rights to the work are transferred to the publisher to the extent and for as long as required for performance of the contract. The originator must give warranty to the publisher that he had the right to make the work available for publication at the time the contract was concluded and, where it is subject to copyright protection, that he holds the copyright. Where all or part of the work has already been made available for publication to a third party or the originator is aware that it has already been published, he must inform the publisher before entering into the contract.II.  Originator’s power of disposalArt. 382 As long as the editions of the work to which the publisher is entitled have not yet been exhausted, the originator may not make other arrangements regarding the work or parts thereof to the publisher’s detriment. Newspaper articles or relatively short passages of magazine copy may be published elsewhere by the originator at any time. Contributions to collections or anthologies and relatively lengthy magazine articles must not be published elsewhere by the originator within three months of the appearance in print of such contribution or article.III.  Number of editionsArt. 383 Where no clause was agreed that stipulates the number of editions, the publisher is entitled to produce only one. Where nothing was agreed, the publisher determines the size of the edition but at the originator’s request must print at least enough to generate reasonable sales, and once the first print run is completed, he must not print any further copies. Where the publishing contract confers publishing rights for several or all editions of a work and the publisher fails to produce a new edition after the previous edition is exhausted, the originator may have the court set a time limit for the publication of a new edition, failing which the publisher forfeits such rights.IV.  Publication and saleArt. 384 The publisher is obliged to publish the work in an appropriate format without abridgment, addition or alteration, to take reasonable steps to publicise the work and to devote the customary resources in order to promote sales thereof. He must fix the price at his discretion but not so high as to hinder sales of the work.V.  Improvements and correctionsArt. 385 The author retains the right to correct and improve his work provided this does not prejudice the interests or increase the liability of the publisher, but must compensate the publisher for any unforeseen costs incurred as a result. The editor may not produce a new version, edition or print run of the work without having previously given the author the opportunity to improve it.VI.  Collected and separate editionsArt. 386 The right to publish different works by the same author separately does not entail the right to publish them together in collected edition. Similarly, the right to publish the complete works of an author or all of his works in a given genre does not give the publisher the right to publish the individual works separately. VII.  Translation rightsArt. 387Unless otherwise agreed with the publisher, the originator retains the exclusive right to commission a translation of the work.VIII.  Author’s remuneration1.  AmountArt. 388 The originator is deemed entitled to remuneration where in the circumstances the presumption is that publication of the work would necessarily involve such remuneration. The amount thereof is fixed by the court on the basis of expert opinion. Where the publisher is entitled to produce several editions, the presumption is that the level of remuneration and the other terms and conditions for subsequent editions are the same as for the first edition.2.  Due date for payment, record of sales and complimentary copiesArt. 389 The remuneration is payable as soon as the complete work or, in the case of works appearing in separate parts (volumes, fascicles, issues), each part thereof is printed and ready for distribution. Where the remuneration is made partly or entirely contingent on expected sales, the publisher is obliged to produce the customary record of sales with corroborating documentation. Unless otherwise agreed, the originator is entitled to receive the customary number of complimentary copies.C.  TerminationI.  Destruction of the workArt. 390 If the work is destroyed by chance after delivery to the publisher, he remains obliged to pay the author’s remuneration. If the author has a second copy of the destroyed work, he must make it available to the publisher, and otherwise he must recreate the work where this is possible with little effort. In either case he is entitled to appropriate compensation.II.  Destruction of the editionArt. 391 If an edition already produced by the publisher is partly or entirely destroyed by chance prior to its distribution, the publisher is entitled to replace the destroyed copies at his own expense without giving rise to a claim for additional remuneration on the part of the originator. The publisher is obliged to replace the destroyed copies where this is possible without disproportionate expense.III.  Grounds for termination pertaining to the person of the author or the publisher Art. 392 The contract is extinguished on the death or incapacity of the author before the work is completed or in the event that the author is prevented from completing it through no fault of his own. By way of exception, the court may authorise the full or partial continuation of the contract, where this is deemed both feasible and equitable, and order any necessary measures. In the event of the publisher’s bankruptcy, the originator may entrust the work to another publisher unless he is furnished with security for performance of the publishing obligations not yet due at the time bankruptcy proceedings were commenced.D.  Work on a project originated by the publisherArt. 393 Where one or more authors accept a commission to work on a project originated by a publisher, they are entitled only to the agreed remuneration. The publisher owns the copyright to the work as a whole.Title Thirteen:  The MandateSection One:  The Simple MandateA.  DefinitionArt. 394 A mandate is a contract whereby the mandatee undertakes to conduct certain business or provide certain services in accordance with the terms of the contract. Contracts for the provision of work or services not covered by any other specific type of contract are subject to the provisions governing mandates. Remuneration is payable where agreed or customary.B.  CreationArt. 395A mandate is deemed to have been accepted where it has not been declined immediately and relates to business which is conducted by the mandatee by official appointment or on a professional basis or for which he has publicly offered his services.C.  EffectsI.  Scope of the mandateArt. 396 Unless expressly defined, the scope of the mandate is determined by the nature of the business to which it relates. In particular, it includes the authority to carry out such transactions as are required for performance of the mandate. The mandatee requires special authority to agree a settlement, accept an arbitration award, accept liabilities under a bill of exchange, alienate or encumber land or make gifts. 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; BBl 2006 7221).II.  Obligations of the mandatee1.  Compliance with instructionsArt. 397 A mandatee who has received instructions from the mandator on how to conduct the business entrusted to him may deviate from them only to the extent that circumstances prevent him from obtaining the mandator’s permission and that he may safely assume such permission would have been forthcoming had the mandator been aware of the situation. Where such conditions are not satisfied and the mandatee nevertheless deviates from the mandator’s instructions to the latter’s detriment, the mandate is deemed to have been performed only if the mandatee accepts liability for the resultant damage.1.  Duty to notifyArt. 397aIf it is anticipated that the mandator will become permanently incapable of judgement, the mandatee must notify the adult protection authority at the mandator's domicile if such notification appears appropriate in order to safeguard the interests concerned. Inserted by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).2.  Faithful performancea.  In generalArt. 398 The mandatee generally has the same duty of care as the employee in an employment relationship. The mandatee is liable to the mandator for the diligent and faithful performance of the business entrusted to him. He must conduct such business in person unless authorised or compelled by circumstance to delegate it to a third party or where such delegation is deemed admissible by custom.Amended by No II Art. 1 No 7 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.b.  In the event of delegationArt. 399 A mandatee who has delegated the business entrusted to him to a third party without authority is liable for the latter’s actions as if they were his own. Where such delegation was authorised, he is liable only for any failure to act with due diligence when selecting and instructing the third party. In both cases, claims held by the mandatee against the third party may be enforced by the mandator directly against the third party.3.  Account of agencyArt. 400 The mandatee is obliged at the mandator’s request, which may be made at any time, to give an account of his activities under the mandate and to return anything received for whatever reason as a result of such activities. He must pay interest on any sums which he is late in forwarding to the mandator.4.  Transfer of acquired rights Art. 401 Where the mandatee acting on the mandator’s behalf acquires claims in his own name against third parties, such claims pass to the mandator provided he has fulfilled all his obligations towards the mandatee under the mandate relationship. The same applies in relation to the mandatee’s assets if the mandatee is bankrupt. Similarly, where the mandatee is bankrupt, the mandator may claim chattels of which the mandatee took possession in his own name but on the mandator’s behalf, subject to the mandatee’s own rights of lien.III.  Obligations of the mandatorArt. 402 The mandator is obliged to reimburse the mandatee for expenses incurred in the proper performance of the mandate plus interest and to release him from obligations entered into. The mandator must also compensate the mandatee for any damage incurred in performance of the mandate unless the mandator can prove that the damage occurred through no fault of his own.IV.  Liability of joint mandators and mandateesArt. 403 Where several persons conclude a mandate as mandators, they are jointly and severally liable to the mandatee. Where several persons conclude a mandate as mandatees, they are jointly and severally liable to the mandator and, save to the extent they are authorised to delegate to third parties, may commit the mandator only through joint action.D.  TerminationI.  Grounds1.  Revocation, terminationArt. 404 The mandate may be revoked or terminated at any time by either party. However, a party doing so at an inopportune juncture must compensate the other for any resultant damage.2.  Death, incapacity, bankruptcyArt. 405 Unless otherwise agreed or implied by the nature of the business, the mandate ends on loss of capacity to act, bankruptcy, death or declaration of presumed death of the mandator or the mandatee. However, where termination of the mandate jeopardises the mandator’s interests, the mandatee, his heir or his representative is obliged to continue conducting the business until such time as the mandator, his heir or his representative is able to conduct it himself. Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).II.  Effects of extinction of the contractArt. 406Actions taken by the mandatee before he became aware of the termination of the mandate are binding on the mandator or his heir as if the contract had still been in force. The Marriage or Partnership Brokerage Mandate Inserted by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000  (AS 1999 1118; BBl 1996 I 1).A.  Definition and applicable lawArt. 406aA person accepting a mandate to broker a marriage or partnership undertakes, in exchange for remuneration, to introduce the mandator to persons who are potential spouses or long-term partners. The provisions governing simple mandates are applicable by way of supplement to marriage or partnership brokerage mandates.B.  Introduction of or to foreign nationalsI.  Costs of return journeyArt. 406b Where the person to be introduced travels from or to a foreign destination, the mandatee must reimburse the costs of the return journey if this takes place within six months of arrival. Where the local authority has borne such costs, it is subrogated to the claim held by the person introduced against the mandatee. The mandatee may claim reimbursement of such travel costs from the mandator only up to the maximum amount stipulated in the contract.II.  Duty to obtain a licenceArt. 406c Professional marriage and partnership brokerage activities involving foreign nationals require a licence issued by the authority designated by cantonal law and are regulated by that authority. The Federal Council shall issue the implementing provisions and determine in particular:a. the requirements for and term of the licence;b. the penalties imposed on the mandatee in the event of non-compliance;c. the obligation of the mandatee to furnish security for the costs of repatriating persons introduced under the mandate.C.  Form and content Art. 406dThe contract must be done in writing and contain the following information:1. the name and address of each party;2. the number and nature of the services that the mandatee undertakes to provide and the amount of the remuneration and costs, in particular registration fees, corresponding to each service;3. the maximum amount owed to the mandatee by way of reimbursement for his defraying the costs of return journeys of persons travelling to or from foreign countries (Art. 406b);4. the terms of payment;5. the right of the mandator to give written notice of the revocation of his offer to enter into the contract or of his acceptance of the offer without compensation within 14 days;6. the stipulation that the mandatee is prohibited from accepting any payment before the 14-day period has expired; 7. the right of the mandator to terminate the contract at any time, subject to any liability in damages arising from termination at an inopportune juncture.Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).D.  Entry into force, revocation, notice of terminationArt. 406e The contract does not become binding on the mandator until 14 days after he receives a duplicate signed by both parties. The mandatee must not accept any payment from the mandator before the 14-day period has expired.  During the period under paragraph 1, the mandator may give written notice of the revocation of his offer to enter into the contract or of his acceptance of the offer. Any advance waiver of this right is invalid. In addition, the provisions on the consequences of revocation (Art. 40f) apply mutatis mutandis. Notice of termination must be done in writing.Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).E.  ...Art. 406fRepealed by No I of the FA of 19 June 2015 (Revision of the right of revocation), with effect from 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).F.  Information and data protectionArt. 406g Before the contract is signed and throughout its duration, the mandatee must inform the mandator of any particular difficulties pertaining to the latter’s personal circumstances that might arise in the performance of the obligations thereunder. When processing the mandator’s personal data, the mandatee is bound by a duty of discretion; the provisions of the Data Protection Act of 25 September 2020 apply. SR 235.1 Amended by Annex 1 No II 18 of the Data Protection Act of 25 Sept. 2020, in force since 1 Sept. 2023 (AS 2022 491; BBl 2017 6941).G.  ReductionArt. 406hWhere excessive remuneration or expenses have been agreed, the mandator may apply to the court to reduce these to an appropriate amount.Section Two: The Letter of Credit and the Loan AuthorisationA.  Letter of creditArt. 407 The provisions governing mandates and payment instructions are applicable to letters of credit in which the principal instructs the addressee to pay a specified person the sums requested by the latter, whether or not a maximum amount is stipulated.Where the letter of credit does not stipulate a maximum amount and obviously disproportionate amounts are requested, the addressee must notify the principal and withhold payment pending further instructions.The instruction conveyed by means of a letter of credit is deemed to have been accepted only where acceptance of a specified amount has been declared.B.  Loan authorisation I.  Definition and formArt. 408 Where a person has received and accepted a mandate to grant or renew a loan to a third party in his own name and for his own account but on the authorisation of the mandator, the mandator is liable for the payee’s obligation in the same manner as a surety, provided that the mandatee has not exceeded his authority. The mandator incurs such liability only where the authorisation was given in writing.II.  Incapacity of payee to enter into a contractArt. 409The mandator may not plead as defence against the mandatee the fact that the payee did not have personal capacity to enter into the contract.III.  Payment extension granted on own authorityArt. 410The mandator ceases to be liable for the obligation where the mandatee has on his own authority granted the payee an extension of the term of payment or has neglected to proceed against him as instructed by the mandator.IV.  Borrower and principalArt. 411The legal relationship between the mandator and the third party granted a loan is subject to the provisions governing the legal relationship between the surety and the principal debtor.Section Three:  The Brokerage ContractA.  Definition and formArt. 412 A brokerage contract is a contract whereby the broker is given the mandate to arrange an opportunity to conclude a contract or to facilitate the conclusion of a contract in exchange for a fee. The brokerage contract is generally subject to the provisions governing simple mandates.B.  Broker’s feeI.  When dueArt. 413 The broker’s fee becomes payable as soon as the information he has given or the intermediary activities he has carried out result in the conclusion of the contract. Where the contract is concluded subject to a condition precedent, the fee becomes due only once such condition has been satisfied. Where there is a contractual undertaking to reimburse the broker’s expenses, the broker may request such reimbursement even if the transaction fails to materialise.II.  Fixing the feeArt. 414Where the amount of remuneration is not stipulated, the parties are deemed to have agreed a fee determined by the tariff of fees, where such exists, and otherwise by custom.III.  ForfeitureArt. 415Where the broker acts in the interests of a third party in breach of the contract or procures a promise of remuneration from such party in circumstances tantamount to bad faith, he forfeits his right to a fee and to any reimbursement of expenses.IV.  ...Art. 416 Repealed by Annex No 2 to the FA of 26 June 1998, with effect from 1 Jan. 2000  (AS 1999 1118; BBl 1996 I 1).V.  Excessive feesArt. 417Where an excessive fee has been agreed for identifying an opportunity to conclude or for facilitating the conclusion of an individual employment contract or a purchase of immovable property, on application by the debtor the court may reduce the fee to an appropriate amount.Amended by No II, Art. 1, No 8 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.C.  Reservation of cantonal lawArt. 418The cantons reserve the right to enact special regulations governing stockbrokers, official brokers and employment agencies.Section Four: The Agency ContractInserted by No I of the FA of 4 Feb. 1949, in force since 1 Jan. 1950 (AS 1949 I 802; BBl 1947 III 661). See also the Final and Transitional Provisions of Title XIII, at the end of this Code.A.  GeneralI.  DefinitionArt. 418a An agent is a person who undertakes to act on a continuous basis as an intermediary for one or more principals in facilitating or concluding transactions on their behalf and for their account without entering into an employment relationship with them. Unless otherwise agreed in writing, the provisions of this Section also apply to persons acting as agents by way of secondary occupation. The provisions governing del credere, prohibition of competition and termination of contracts for good cause may not be excluded to the detriment of the agent.Amended by No II Art. 1 No 8 and 9 of the FA of 25 June 1971, in force since 1 Jan. 1972 (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.II.  Applicable lawArt. 418b The provisions governing brokerage contracts apply by way of supplement to agents acting as intermediaries and those governing commissions apply by way of supplement to agents acting as proxies. ...Repealed by No 1 let. b of the Annex to the FA of 18 Dec. 1987 on Private International Law (IPLA ), with effect from 1 Jan. 1989 (AS 1988 1776; BBl 1983 I 263).B.  Obligations of the agentI.  General and del credereArt. 418c The agent must safeguard the principal’s interests with the diligence of a prudent businessman. Except where otherwise agreed in writing, the agent may also act for other principals. He may assume liability for the client’s payment or any other type of performance of the client’s obligations or for all or part of the costs of recovering receivables only by means of a written undertaking. The agent thereby acquires an inalienable entitlement to adequate special remuneration.II.  Duty of discretion and prohibition of competitionArt. 418d The agent must not exploit or reveal the principal’s trade secrets with which he has been entrusted or of which he became aware by reason of the agency relationship even after the end of the commercial agency contract. The provisions governing service contracts apply mutatis mutandis to a contractual prohibition of competition. Where such a prohibition has been agreed, on termination of the contract the agent has an inalienable entitlement to adequate special remuneration.C.  Powers of representationArt. 418e The agent is considered to be authorised only to facilitate transactions, to receive notices of defects and other declarations whereby clients exercise or reserve their rights in respect of defective performance by the principal, and to exercise the principal’s rights to secure evidence thereof. By contrast, the agent is not considered to be authorised to accept payments, to grant time limits for payments or to agree other modifications of the contract with clients. Articles 34 and 44 paragraph 3 of the Federal Act of 2 April 1908 on Insurance Policies are reserved.SR 221.229.1D.  Obligations of the principalI.  In generalArt. 418f The principal must do everything in his power to enable the agent to perform his activities successfully. In particular, he must furnish the agent with the necessary documentation. He must notify the agent immediately if he anticipates that the number and/or volume of transactions that will be possible or desirable is likely to be substantially smaller than was agreed or to be expected in the circumstances. Where a particular area or clientele is allocated to the agent, it is allocated to him exclusively unless otherwise agreed in writing.II.  Commission1.  On business facilitated and concludeda.  Scope and entitlementArt. 418g The agent is entitled to the agreed or customary commercial agent’s commission or sales commission on all transactions that he facilitated or concluded during the agency relationship and, unless otherwise agreed in writing, on transactions concluded during the agency relationship by the principal without the agent’s involvement but with clients acquired by him for transactions of that kind. An agent to whom a particular area or clientele has been allocated exclusively is entitled to the agreed commission or, in the absence of such an agreement, the customary commission on all transactions concluded during the agency relationship with clients belonging to that area or clientele. Unless otherwise agreed in writing, the entitlement to the commission is established as soon as the transaction has been validly concluded with the client.b.  Lapse of entitlement Art. 418h The agent’s entitlement to commission lapses subsequently where the execution of a concluded transaction is prevented for reasons not attributable to the principal. By contrast, the agent is not entitled to any commission where no consideration is given in return for the principal's performance, or where the consideration is so limited that the principal cannot reasonably be expected to pay any commission.c.  Due dateArt. 418iUnless otherwise provided by agreement or custom, the commission falls due at the end of the calendar half-year in which the transaction was concluded, whereas in insurance business the commission falls due when the first annual premium has been paid.d.  Statement of commissionArt. 418k Where the agent is not obliged by written agreement to draw up a statement of commission, the principal must provide him with a written statement as at each due date indicating the transactions on which commission is payable. On request, the agent must be granted access to the books of account or supporting documents that are relevant to such statement. The agent may not waive this right in advance.2.  Collection commission Art. 418l Unless otherwise provided by agreement or custom, the agent is entitled to a collection commission on any amounts he collects and delivers to the principal in accordance with the latter’s instructions. At the end of the agency relationship the agent loses his authority to collect payments and his entitlement to further collection commission.III.  Inability to workArt. 418m The principal is obliged to pay the agent appropriate compensation if, in breach of his legal or contractual obligations, he is at fault in preventing the agent from earning the volume of commission that was agreed or to be expected in the circumstances. Any agreement to the contrary is void. Where an agent who is permitted to represent only one principal at a time is prevented from working through no fault of his own by illness, Swiss compulsory military service or similar reasons, he is entitled for a relatively short period to adequate compensation for loss of income, provided the commercial agency contract has lasted for at least one year. The agent may not waive this right in advance.IV.  Costs and expensesArt. 418n Unless otherwise provided by agreement or custom, the agent is not entitled to reimbursement of costs and expenses incurred in the normal performance of his duties, but is entitled to reimbursement of those incurred as a result of special instructions issued by the principal or in the capacity of agent without authority for the principal, such as freight charges and customs duties. The duty to reimburse costs and expenses obtains even where the transaction fails to materialise.V.  Special lienArt. 418o By way of securing claims due to him under the commercial agency relationship and, in the event that the principal becomes insolvent, claims that are not yet due, the agent has a special lien on chattels and securities that he holds pursuant to the contract and on any payments received from clients by virtue of an authority to collect with which he has been vested, and this right of lien may not be waived in advance. The lien does not extend to price lists and client lists.E.  TerminationI.  Expiry of durationArt. 418p Where the commercial agency contract was concluded for a fixed term or its duration is limited by virtue of its purpose, it ends without notice on expiry of that term. Where a fixed-term commercial agency contract is tacitly extended by both parties on expiry of its duration, it is deemed to have been renewed for the same duration subject to a maximum of one year. Where termination is subject to prior notice, failure by both parties to give notice is deemed tacit renewal of the contract.II.  Notice of termination1.  In generalArt. 418q Where the commercial agency contract was not concluded for a fixed term and its duration is not limited by virtue of its purpose, it may be terminated by either party during the first year of the contract by giving one month’s notice expiring at the end of the following calendar month. Any agreement of a shorter notice period must be done in writing. Where the contract has lasted for at least one year, it may be terminated by giving two months’ notice expiring at the end of a calendar quarter. However, the parties may agree a longer notice period or a different termination date. The notice period must be the same for both the principal and the agent.2.  For good causeArt. 418rThe principal and the agent may at any time terminate the contract with immediate effect for good cause. The provisions governing service contracts apply mutatis mutandis.III.  Death, incapacity, bankruptcyArt. 418s The agency relationship ends on the death or incapacity of the agent or the bankruptcy of the principal. Where in essence the agency relationship was entered into with the principal in person, it ends on his death.IV.  Claims of the agent1.  CommissionArt. 418t Unless otherwise provided by agreement or custom, the agent is entitled to commission on orders subsequently placed by a client acquired by him during the agency relationship only if such orders are placed before the end of the commercial agency contract. On termination of the agency relationship, all the agent’s claims for commission or reimbursement of expenses fall due. A later due date may be agreed in writing for commission on transactions to be performed in full or in part after the agency relationship has ended.2.  Compensation for clienteleArt. 418u Where the agent’s activities have resulted in a substantial expansion of the principal’s clientele and considerable benefits accrue even after the end of the agency relationship to the principal or his legal successor from his business relations with clients acquired by the agent, the agent or his heirs have an inalienable claim for adequate compensation, provided this is not inequitable. The amount of such claim must not exceed the agent’s net annual earnings from the agency relationship calculated as the average for the last five years or, where shorter, the average over the entire duration of the contract. No claim exists where the agency relationship has been dissolved for a reason attributable to the agent.V.  Duty of restitutionArt. 418vBy the time the agency relationship ends, each contracting party must return to the other everything received from him or from third parties for his account during the relationship. The contracting parties’ rights of lien are unaffected.Title Fourteen:  Agency without AuthorityA.  Rights and obligations of the agentI.  Manner of execution Art. 419Any person who conducts the business of another without authorisation is obliged to do so in accordance with his best interests and presumed intention.II.  Liability of the agent in generalArt. 420 The agent is liable for negligence. However, where the agent acted in order to avert imminent damage to the principal, his liability is judged more leniently. Where agency activities are carried out against the express or otherwise recognisable will of the principal and the prohibition was neither immoral nor illegal, the agent is also liable for chance occurrences unless he can prove that they would have occurred even without his involvement.III.  Liability of agents lacking capacity to enter into contractsArt. 421 Where the agent lacked the capacity to enter into contractual commitments, he is liable for his agency activities only to the extent that he is enriched or alienated the enrichment in bad faith. Further liability in tort is reserved.B.  Position of the principalI.  Agency in the principal’s best interestsArt. 422 Where agency activities were in the best interests of the principal, he is obliged to reimburse the agent for all expenses that were necessary or useful and appropriate in the circumstances plus interest, to release him to the same extent from all obligations assumed and to compensate him at the court’s discretion for any other damage incurred. Provided the agent acted with all due care, the claim accrues to him even if the intended outcome was not achieved. Where the agent’s expenses are not reimbursed, he has the right of repossession in accordance with the provisions governing unjust enrichment.II.  Business conducted in the agent’s interestsArt. 423 Where agency activities were not carried out with the best interests of the principal in mind, he is nonetheless entitled to appropriate any resulting benefits. The principal is obliged to compensate the agent and release him from obligations assumed only to the extent the principal is enriched.III.  Approval of agency activitiesArt. 424Where the agent’s actions are subsequently approved by the principal, the provisions governing mandates become applicable.Title Fifteen:  The Commission ContractA.  Buying and selling commission I.  DefinitionArt. 425 A buying or selling commission agent is a person who, in return for a commission, buys or sells chattels or securities in his own name but for the account of another (the principal). The provisions governing mandates apply to the commission agency relationship, unless otherwise provided in this Title.II.  Obligations of the commission agent 1.  Duty of notification, insuranceArt. 426 The commission agent must keep the principal informed and in particular must notify him immediately of the performance of the commission contract. He is obliged to insure the goods on commission only where so instructed by the principal.2.  Treatment of goods on commission Art. 427 Where the goods for sale on commission are evidently defective, the commission agent must safeguard the rights of recourse against the carrier, secure evidence of the defective condition of the goods, preserve the goods where possible and notify the principal immediately. If the commission agent omits to fulfil these obligations, he is liable for any damage caused by such omission. Where there is a risk that the goods for sale on commission will rapidly deteriorate, the commission agent has the right and, should the interests of the principal so require, the obligation to arrange their sale with the assistance of the competent authority of the place where the goods are located.3.  Pricing by the principalArt. 428 Where the commission agent sells goods below the minimum price instructed, he is liable to the principal for the difference unless he can prove that such sale averted damage that the principal would otherwise have incurred and that he was unable to seek the principal’s instructions in the time available. Furthermore, where the commission agent is at fault, he must compensate the principal for any other damage caused by the breach of contract. Where the commission agent buys at a lower price or sells at a higher price than instructed by the principal, he is not permitted to retain the profit but must credit it to the principal.4.  Advances and loans to third partiesArt. 429 A commission agent who makes cash advances or extends credit to a third party without the consent of the principal does so at his own risk.However, where sale on credit is the customary commercial practice at the place of sale, the commission agent is entitled to sell on credit unless the principal has instructed otherwise.5.  Del credere Art. 430 Except where he extends credit without authority, the commission agent is liable for the debtor’s payment or performance of other obligations only to the extent that he has expressly assumed such liability or if this is a customary commercial practice at his place of business. A commission agent who assumes liability for performance by the debtor is entitled to special remuneration (del credere commission).III.  Rights of the commission agent1.  Reimbursement of advances and expensesArt. 431 The commission agent is entitled to reimbursement of all advances, expenses and other costs incurred on the principal’s behalf plus interest on all such amounts. He may also claim remuneration for storage and transport costs, though not for the wages of his employees.2.  Commissiona.  EntitlementArt. 432 The commission agent is entitled to commission on execution of the transaction or failure to execute it for a reason attributable to the principal. In the case of transactions that could not be executed for other reasons, the commission agent is entitled to remuneration for his endeavours only to the extent provided for by local custom.b.  Forfeiture and conversion into transaction for own accountArt. 433 The commission agent forfeits his right to commission if he has acted improperly towards the principal and in particular if he has secured an inflated purchase price or a deflated sale price. Moreover, in both these cases the principal has the right to take action against the commission agent himself as buyer or seller.3.  Special lienArt. 434The commission agent has a special lien in respect of the goods on commission and the sale proceeds.4.  Sale of goods at auctionArt. 435 Where the goods on commission remain unsold or the order to sell is withdrawn and the principal fails to take them back or otherwise dispose of them within a reasonable time, the commission agent may apply to the competent authority at the place where the goods are located to arrange to have them sold at auction. The auction may be ordered without first hearing the principal if neither he nor a representative is present at that location. However, official notice must be served on the principal before the auction is held, unless the goods in question are susceptible to rapid deterioration.5.  Agent acting for his own accounta.  Pricing and commission Art. 436 Unless otherwise instructed by the principal, a commission agent instructed to buy or sell goods, bills of exchange or other securities with a quoted exchange or market price is entitled, in his own capacity as seller, to deliver the goods he is instructed to buy or, in his own capacity as buyer, to purchase the goods he is instructed to sell. In both cases, the commission agent must account for the exchange or market price that applied at the time the instruction was executed and is entitled to both the usual commission and reimbursement of the expenses normally incurred in commission business. In other respects the transaction is treated as a contract of sale.b.  Presumption of trading for own accountArt. 437Where the commission agent is permitted to act for his own account and he notifies the principal that the instruction has been executed without naming another person as buyer or seller, the presumption is that he himself has assumed the obligations of the buyer or seller.c.  Lapse of right to trade for own accountArt. 438The commission agent is not permitted to act as buyer or seller if the principal has withdrawn his mandate and the notice of withdrawal reached the commission agent before he dispatched the notice of execution.B.  Forwarding contractArt. 439A forwarding agent or carrier who in return for payment undertakes to carry or forward goods for the consignor’s account but in his own name is regarded as a commission agent but is subject to the provisions governing contracts of carriage in relation to the forwarding of the goods.Title Sixteen:  The Contract of CarriageA.  DefinitionArt. 440 A carrier is a person who undertakes to transport goods in return for payment (freight charge). The provisions governing mandates apply to contracts of carriage unless otherwise provided in this Title.B.  Effects I.  Obligations of the carrier1.  Required informationArt. 441 The consignor must give the carrier precise details of the address of the consignee and the place of delivery, the number, type of packaging, weight and content of packages, the delivery date and the transport route, as well as the value of any valuable objects. The consignor is liable for any detriment arising from missing or inaccurate details.2.  PackagingArt. 442 The consignor ensures that the goods are properly packaged. He is liable for the consequences of defects in packaging that are not externally apparent. By contrast, the carrier is liable for the consequences of defects that were externally apparent if he accepted the goods without reservation.3.  Power of disposal over freightArt. 443 While the goods are in the carrier’s possession, the consignor has the right to reclaim them against compensation for the carrier for expenses incurred and any detriment resulting from their repossession, except where:1. a bill of lading has been issued by the consignor and delivered to the consignee by the carrier;2. the consignor has arranged for an acknowledgement of receipt to be issued by the carrier and cannot return it;3. the carrier has sent the consignee written notice that the goods have arrived and are ready for collection;4. the consignee has requested delivery of the goods after they have arrived at destination. In these cases the carrier is obliged to comply solely with the consignee’s instructions, although where the consignor has arranged for an acknowledgement of receipt to be issued by the carrier and the goods have not yet arrived at destination, the carrier is bound by such instructions only if the acknowledgement of receipt has been delivered to the consignee.II.  Position of the carrier1.  Treatment of freighta.  Delivery not possibleArt. 444 Where the goods are rejected, the associated claims remain unpaid or the consignee cannot be contacted, the carrier must inform the consignor and in the interim place the goods in storage or deposit them with a third party at the risk and expense of the consignor. If neither consignor nor consignee disposes of the goods within a reasonable period, in the same manner as a commission agent the carrier may apply to the competent authority at the place where the goods are located to arrange to have them sold in favour of the rightful beneficiary.b.  SaleArt. 445 Where the goods are likely to deteriorate rapidly or their probable value does not cover the associated costs, the carrier must without delay arrange for official confirmation of that fact and may arrange for the sale of the goods in the same manner as when delivery is not possible. Where possible, the interested parties must be informed that such sale has been ordered.c.  LiabilityArt. 446When exercising the rights conferred on him with regard to the handling of the goods, the carrier must safeguard the interests of their owner to the best of his ability and is liable in damages for any fault on his part.2.  Liability of the carriera.  Loss or destruction of the goodsArt. 447 If the goods are lost or destroyed, the carrier must compensate their full value unless he can prove that the loss or destruction resulted from the nature of the goods or through the fault of the consignor or the consignee or occurred as a result of instructions given by either or of circumstances which could not have been prevented even by the diligence of a prudent carrier. The consignor is deemed to be at fault if he fails to inform the carrier of any especially valuable freight goods. Agreements stipulating an interest in excess of the full value of the goods or an amount of compensation lower than their full value are reserved.b.  Delay, damage, partial destructionArt. 448 Subject to the same conditions and reservations as apply to the loss or destruction of goods, the carrier is liable for any damage resulting from late delivery, damage in transit or the partial destruction of the goods. Unless specifically agreed otherwise, the damages claimed may not exceed those for total loss.c.  Liability for sub-contractors Art. 449The carrier is liable for all accidents and errors occurring during the carriage of goods, regardless of whether he transports them to the final destination or sub-contracts the task to another carrier, subject to right of recourse against the sub-contractor to whom goods are entrusted.3.  Duty of notification Art. 450The carrier must notify the consignee immediately on arrival of the goods.4.  LienArt. 451 Where the consignee disputes claims attaching to the goods, he may demand delivery only if the disputed amount is deposited with the court. The deposited amount replaces the goods with regard to the carrier’s lien.5.  Forfeiture of liability claimsArt. 452 Unconditional acceptance of the goods and payment of the freight charge extinguish all claims against the carrier, except in cases of deliberate deceit or gross negligence. Furthermore, the carrier remains liable for damage that is not externally apparent where such damage is discovered within the time in which, in the circumstances, the consignee was able or might reasonably be expected to inspect the goods, provided he notifies the carrier immediately on discovering such damage. However, such notification must be given no later than eight days after delivery.6.  ProcedureArt. 453 In any dispute, the competent authority at the place where the goods are located may, at the request of either party, order that the goods be deposited with a third party or, where necessary, sold after their condition has been established. The sale may be forestalled by satisfying all claims allegedly attaching to the goods or by depositing the amount of such claims with the court.7.  Prescription of actions for damagesArt. 454 Actions for damages against the carrier prescribe one year after the scheduled delivery date in the case of destruction, loss or delay and one year after the date on which the goods were delivered to the consignee in the case of damage. The consignee and the consignor may always assert their claims against the carrier by way of defence, provided that objections are lodged within one year and that the claim is not extinguished by acceptance of the goods.The above does not apply to cases of malice or gross negligence on the part of the carrier.C.  State-owned and licensed carriersArt. 455 Carriers operating under state licence are not empowered to exclude or restrict in advance the application of the provisions governing the carrier’s liability to their own benefit by means of special agreement or regulations governing their operations. However, the parties may derogate contractually from said provisions to the extent permitted by this Title. The special provisions governing contracts for the carriage of goods by providers of postal services, the railways and steamers are unaffected. Amended by Annex No II 2 of the Postal Services Act of 17 Dec. 2010, in force since  1 Oct. 2012 (AS 2012 4993; BBl 2009 5181).D.  Use of state transport facilitiesArt. 456 Any carrier or forwarding agent who uses a state transport facility to perform carriage obligations he has assumed or who assists in the carriage of goods by such a facility is subject to the special provisions governing freight transport that apply to that facility. However, any agreement to the contrary between the carrier or forwarding agent and the principal is unaffected. This article does not apply to road hauliers.E.  Liability of the forwarding agentArt. 457A forwarding agent who uses a state transport facility in order to perform obligations under a contract of carriage may not deny liability on grounds of insufficient right of recourse where right of recourse was forfeited through his own fault.Title Seventeen:  Registered Power of Attorney and other Forms of Commercial AgencyA.  Registered power of attorneyI.  Definition and conferralArt. 458 A registered attorney is a person who has been expressly or tacitly granted the authority to conduct operations and to sign per procuration on behalf of a trading, manufacturing or other commercial business by its owner. The owner of the business must give notice of the granting of the power of attorney for entry in the commercial register but is bound by the actions of the registered attorney even before it is entered. The granting of authority to conduct other kinds of business or transactions also requires entry of the attorney in the commercial register.II.  Scope of authorityArt. 459 In dealings with bona fide third parties, the registered attorney is deemed authorised to commit the owner of the business by signing bills of exchange and to carry out on his behalf all types of transaction that fall within the scope of the commercial operations and business affairs of the owner.  The registered attorney is not authorised to alienate or encumber immovable property unless expressly vested with such powers.III.  RestrictionsArt. 460 The registered power of attorney may be limited to the business affairs of a specific branch. It may be conferred on two or more persons collectively (joint power of attorney) such that the signature of one attorney is not binding on the principal unless others participate in the transaction as prescribed. Other limitations of authority have no legal effect on bona fide third parties.IV.  WithdrawalArt. 461 Any withdrawal of the power of attorney must be entered in the commercial register, even where no entry was made of its conferral. As long as such withdrawal has not been registered and published, the registered power of attorney remains in force as against bona fide third parties.B.  Other forms of commercial agencyArt. 462 Where the owner of a trading, manufacturing or other commercial establishment appoints a person to represent him in managing the affairs of the business as a whole or in carrying out certain transactions on behalf of the business without granting that person a registered power of attorney, the agency authority of the representative extends to all activities that fall within the normal scope of the commercial operations of the business or are normally connected with the transactions in question. However, a commercial agent is not authorised to sign bills of exchange, take out loans or conduct litigation unless expressly granted such powers. C.  ...Art. 463Repealed by No II Art. 6 No 1 of the FA of 25 June 1971, with effect from 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.D.  Prohibition of competition Art. 464 A registered attorney or commercial agent appointed to manage the affairs of the business as a whole or employed by the owner of the business may not without the owner’s consent engage in transactions for his own account or that of a third party in the economic sectors in which the owner himself is active. In the event of any violation of this provision, the owner of the business may seek compensation for the resultant damage and appropriate the relevant transactions for his own account.Amended by No II Art. 1 No 10 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.E.  Extinction of power of attorney and other forms of commercial agencyArt. 465 The registered power of attorney and authority to act as commercial agent may be revoked at any time without prejudice to rights accruing to the parties concerned under any existing individual contract of employment, partnership agreement, mandate or the like. The death or incapacity of the owner of the business does not extinguish the registered power of attorney or authority to act as commercial agent.Amended by No II Art. 1 No 11 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.Title Eighteen:  The Payment InstructionA.  DefinitionArt. 466By means of a payment instruction, the recipient of the instruction (agent) is authorised to transfer money, securities or other fungibles for the account of the party issuing the instruction (principal) to the payee and the payee is authorised to receive them in his own name.B.  Effects I.  Relations between principal and payeeArt. 467 Where the purpose of the payment instruction is to redeem a debt owed by the principal to the payee, the debt is redeemed only once the agent has made the transfer. However, where the payee has accepted a payment instruction, he may assert his claim against the principal only if he called for payment from the agent but did not receive it before expiry of the term stipulated in the payment instruction. A creditor who does not wish to accept a payment instruction received from his debtor must notify the debtor immediately in order to avoid liability in damages.II.  Obligations of the agentArt. 468 An agent who notifies the payee that he accepts the payment instruction unreservedly is obliged to pay the payee and may raise against him only such objections as arise from their personal relationship or from the terms of the payment instruction, not objections arising from his relationship with the principal. An agent who is indebted to the principal is obliged to comply with the payment instruction, provided that in doing so his own position is in no way prejudiced. Even in this case the agent is not obliged to declare his acceptance prior to payment, unless otherwise agreed with the principal.III.  Duty to notify non-paymentArt. 469Where the agent refuses to make the payment called for by the payee or declares in advance that he will not make it, the payee must notify the principal immediately in order to avoid liability in damages.C.  RevocationArt. 470 The principal may revoke the payment instruction as against the payee unless he issued it in order to redeem a debt to the payee or otherwise in favour of the latter. He may revoke it as against the agent provided the agent has not notified the payee of his acceptance. Unless the regulations of a payment system provide otherwise, a payment instruction in a cashless transaction becomes irrevocable as soon as the transfer amount is debited from the principal's account. In the event of bankruptcy proceedings against the principal, payment instructions that have not yet been accepted are deemed revoked. Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Oct. 2009 (AS 2009 3577; BBl 2006 9315).D.  Payment instructions relating to securitiesArt. 471 The provisions of this Title apply to payment instructions made out to the bearers of negotiable securities on the premise that each such bearer is considered to be the payee in relation to the agent, whereas the rights as between the principal and the payee are established only in respect of each transferor and transferee. The special provisions governing cheques and payment instructions similar in nature to bills of exchange are unaffected.Title Nineteen:  The Contract of BailmentA.  Bailment in generalI.  DefinitionArt. 472 A contract of bailment is a contract in which the bailee undertakes to take receipt of a chattel entrusted to him by the bailor and to keep it in a safe place. The bailee may claim remuneration only where this has been expressly stipulated or was to be expected in the circumstances.II.  Obligations of the bailorArt. 473 The bailor must reimburse the bailee for expenses incurred in performance of the contract. He is liable to the bailee for damage caused by the bailment unless he can prove that such damage occurred through no fault of his own.III.  Obligations of the bailee1.  Prohibition of useArt. 474 The bailee may not use the deposited chattel without the bailor’s consent. If he does, he must pay the bailor adequate compensation and is liable for any chance occurrence unless he can prove that such occurrence would have affected the chattel in any event.2.  Returna.  Rights of the bailor Art. 475 The bailor may reclaim the bailed chattel together with any growth or accrual thereto at any time, even where a fixed term was agreed for the bailment. However, the bailor must reimburse the bailee for expenses incurred with a view to bailment over the agreed term.b.  Rights of the baileeArt. 476 The bailee may return the bailed chattel before expiry of the stipulated term only where unforeseen circumstances render the bailee unable to keep the chattel safely or without detriment to himself. Where no term was agreed for the bailment, the bailee may return the chattel at any time.c.  Place of returnArt. 477The bailed chattel is returned at the risk and expense of the bailor at the same place where it was to be kept.3.  Liability of joint baileesArt. 478Where several bailees have jointly received a chattel in bailment, they are jointly and severally liable.4.  Third-party rights of titleArt. 479 If a third party claims title to the bailed chattel, the bailee remains obliged to return it to the bailor unless it has been attached by court order or the third party has brought action to establish title against the bailor. In this event, the bailee must inform the bailor immediately.IV.  Official receiverArt. 480Where two or more persons, with a view to protecting their rights, deposit an object whose legal status is disputed or uncertain in bailment with a third party (official receiver), the latter may return it only with the consent of the interested parties or as directed by the court.B.  Bailment of fungiblesArt. 481 Where money is deposited with the express or tacit agreement that the bailee is not obliged to return precisely the same notes and coin but merely the same sum of money, all attendant risks and benefits pass to the bailee. A tacit agreement is presumed if the sum of money was unsealed and open when deposited. Where other fungibles or securities are deposited in bailment, the bailee has power to dispose of them only if expressly authorised so to do by the bailor.C.  Warehousing businessI.  Right to issue documents of title to goods Art. 482 A warehouse keeper who publicly offers warehousing services may apply to the competent authority for the right to issue documents of title to the goods kept in storage. These documents of title to goods are securities that confer the right to take delivery of the goods stored. They may be made out to a named person, to order or to bearer.II.  Warehouse keeper’s duty of safe-keepingArt. 483 A warehouse keeper has the same duty of care in relation to stored goods as a commission agent. Where feasible, he must inform the bailor of any changes in the condition of the goods that call for further measures. He must allow the bailor to inspect the goods and to take test samples during business hours and to take measures necessary to preserve the goods at any time.III.  Intermingling of stored goodsArt. 484 A warehouse keeper may mix fungibles with other items of the same kind and quality only if expressly authorised so to do. Each bailor may reclaim a number corresponding to his deposit from any goods thus intermingled. The warehouse keeper may make the required division without the involvement of the other bailors.IV.  Rights of the warehouse keeperArt. 485 The warehouse keeper is entitled to the agreed or customary warehouse fee and to reimbursement of all expenses not resulting from the actual storage of the goods (freight charges, customs duties, repairs). Such expenses must be reimbursed immediately, whereas the warehouse fee is payable in arrears for every three months of storage and in any event whenever all or some of the goods are reclaimed. The warehouse keeper’s claims are secured by a lien on the goods, provided he remains in possession of the goods or may dispose of them by means of a document of title to goods.V.  Return of the goodsArt. 486 The warehouse keeper has the same obligation to return the goods as an ordinary bailee, except that he remains bound to observe the contractual storage duration even where an ordinary bailee would be entitled to return them sooner owing to unforeseen circumstances. Where a document of title to goods has been issued, the warehouse keeper is entitled and obliged to release the goods only to the beneficiary named therein.D.  Inns, hotels and stablesI.  Liability of hoteliers1.  Conditions and scopeArt. 487 Innkeepers and hoteliers who provide accommodation for persons not known to them are liable for any damage, destruction or misappropriation of personal effects brought onto the premises by their guests unless they can prove that such damage is attributable to the guest himself or to his visitors, companions or staff or to force majeure or to the nature of the objects in question. However, the liability for personal effects brought onto the premises by guests is subject to an upper limit of 1,000 francs for each guest where no fault can be ascribed to the innkeeper or hotelier or his staff.2.  Specific liability for valuablesArt. 488 Where valuables, large sums of money or securities are not deposited with the innkeeper or hotelier, the latter is only liable for them if he or his staff are at fault. Where he accepts or declines the deposit of such items, he is liable for their full value. Where the guest cannot reasonably be expected to deposit such items, the innkeeper or hotelier is liable for them as for the other personal effects of the guest.3.  End of liabilityArt. 489 The guest’s claims are forfeited if he fails to report any damage to the innkeeper or hotelier immediately. The innkeeper or hotelier may not exempt himself from liability by posting disclaimer notices on the premises or making such liability dependent on conditions not specified in law.II.  Liability of stable ownersArt. 490 Owners of stables are liable for any damage, destruction or misappropriation of animals, vehicles and their appurtenances entrusted to or otherwise received by them or by their staff unless they can prove that such damage is attributable to the bailor or his visitors, companions or staff or to force majeure or to the nature of the animals or objects deposited. However, liability for animals, vehicles and appurtenances accommodated in stables is subject to a maximum of 1,000 francs for each bailor where no fault can be ascribed to the stable owner or his staff.III.  LienArt. 491 Innkeepers, hoteliers and stable owners have a lien on the animals and objects brought onto their premises as security for their claims in connection with accommodation and storage. The provisions governing the landlord’s or lessor’s right of lien apply mutatis mutandis.Title Twenty: The Contract of SuretyAmended by No 1 of the FA of 10 Dec. 1941, in force since 1 July 1942 (AS 58 279 644; BBl 1939 II 841). See also the Transitional provisions for this Title at the end of this Code.A.  RequirementsI.  DefinitionArt. 492 Under a contract of surety, the surety undertakes as against the creditor of the principal debtor to vouch for performance of the obligation. A contract of surety presupposes the existence of a valid primary obligation. A future or conditional obligation may be guaranteed by means of a contract of surety provided that the primary obligation takes effect. A person standing surety for performance of an obligation resulting from a contract that is not binding on the principal debtor as a result of error or incapacity to make a contract is liable for such obligation, subject to the conditions and doctrines of the law governing surety, if he was aware of the defect vitiating the contract at the time he gave his commitment. The same applies to any person who stands surety for performance of an obligation that is time-barred for the principal debtor. Unless the law provides otherwise, the surety may not waive in advance the rights conferred on him under this Title.II.  FormArt. 493 The contract of surety is valid only where the surety makes a written declaration and indicates in the surety bond the maximum amount for which he is liable. Where the surety is a natural person, his declaration must additionally be done in the form of a public deed in conformity with the rules in force at the place where the instrument is drawn up. Where the liability under surety does not exceed the sum of 2,000 francs, it is sufficient for the surety to indicate the amount for which he is liable and the existence of joint and several liability, if any, in his own hand in the surety bond itself. Contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance of public law obligations, such as customs duties, taxes and the like, and for freight charges merely require the written declaration of the surety and an indication in the surety bond itself of the amount for which he is liable. Where the total liability is divided into smaller amounts in order to circumvent the formal requirement of a public deed, the formal requirements for contracts of surety for such partial amounts are the same as those prescribed for the total. The sole formal requirement for subsequent amendments to the surety, except where the total liability is increased or the surety is transformed from a simple surety into a joint and several surety, is that they be done in writing. Where the principal obligation is assumed by a third party such that the debtor is released, the contract of surety is extinguished unless the surety has consented in writing to such assumption. The formal requirements applicable to the contract of surety also apply to the conferral of special authority to enter into a contract of surety and the promise to stand surety for the contracting party or a third party. The parties may agree in writing to limit the surety’s liability to that portion of the principal obligation that is satisfied first. The Federal Council may cap the fee payable for drawing up the surety bond as a public deed.III.  Spouse’s consentArt. 494 A married person may validly stand as surety only with the written consent of his spouse given in advance or at the latest simultaneously, unless the spouses are separated by court judgment. ... The spouse’s consent to subsequent amendments of a contract of surety is required only where the total liability is to be increased or a simple surety is to be transformed into a joint and several surety, or where the effect of the amendment is to diminish the level of security substantially. The same applies mutatis mutandis to registered partners. Repealed by No I of the FA of 17 June 2005 (Sureties. Spouse’s consent), with effect from 1 Dec. 2005 (AS 2005 5097; BBl 2004 4955 4965). Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 (AS 2005 5685; BBl 2003 1288).B.  SubstanceI.  Particularities of different types of surety1.  Simple suretyArt. 495The creditor may resort to a simple surety only if, after the surety was provided, the debtor is declared bankrupt or obtains a debt restructuring moratorium, or is the object of debt enforcement proceedings instigated with due diligence by the creditor which have resulted in the issue of a definitive certificate of loss, or has relocated his domicile abroad and can no longer be sued in Switzerland, or legal action against him in foreign courts has been substantially impeded as a result of such relocation. Where the claim is secured by pledges, a simple surety may require that the creditor satisfy his claim first from such pledges, provided the debtor has not been declared bankrupt or obtained a debt restructuring moratorium. Where the surety has undertaken solely to cover any shortfall suffered by the creditor (indemnity bond), he may not be sued unless a definitive certificate of loss has been issued against the principal debtor or the latter has relocated his domicile abroad and can no longer be sued in Switzerland, or legal action against him in foreign courts has been substantially impeded as a result of such relocation. Where a composition agreement has been concluded, the surety may be sued for the remitted portion of the principal obligation immediately on the entry into force of the composition agreement. Agreements to the contrary are reserved.2.  Joint and several suretyArt. 496 Where a person stands surety for an obligation by appending the words “joint and several” or an equivalent phrase, the creditor may resort to him before suing the principal debtor and before realising property given in pledge provided the principal debtor has defaulted on his debt payments and has been issued with payment reminders to no avail or is manifestly insolvent. The creditor may resort to the surety before realising pledged chattels and debts only to the extent that these are deemed by the court unlikely to cover the debt or where such sequence was agreed or where the debtor has been declared bankrupt or obtained a debt restructuring moratorium.3.  Co-suretyArt. 497 Where two or more persons stand surety for a single divisible principal obligation, each of them is liable as simple surety for his share and as collateral surety for the shares of the others. Where they have assumed joint and several liability by agreement with the principal debtor or among themselves, each of them is liable for the whole obligation. However, a co-surety may refuse to pay more than his share where debt enforcement proceedings have not been commenced against all other jointly and severally liable co-sureties who entered into the contract of surety before him or at the same time and who may be sued for the obligation in Switzerland. He has the same right if his co-sureties have paid their share or furnished real security. Unless otherwise agreed, a co-surety who has paid his share has a right of recourse against other jointly and severally liable co-sureties to the extent that each of them has not yet paid his share. This right may be exercised before recourse against the principal debtor. Where it was apparent to the creditor that the surety entered into the contract on condition that others would stand surety with him for the same principal obligation, the surety is released if such condition is not fulfilled or if subsequently one of the co-sureties is released from his liability by the creditor or if his undertaking is declared invalid. In this last case the court may also, on grounds of equity, simply adjudicate that the surety’s liability be reduced by an appropriate amount. Where several persons have independently agreed to stand surety for the same principal obligation, each of them is liable for the whole amount of his own commitment. However, unless otherwise agreed, a surety who pays such amount has a right of recourse against the others for their respective shares.4.  Collateral surety and counter-suretyArt. 498 A collateral surety who stands surety to the creditor for performance of the obligation assumed by the primary surety is liable together with the latter in the same way as a simple surety is liable with the principal debtor. A counter-surety stands surety for the right of recourse against the debtor accruing to the primary surety who honours his commitment.II.  Common provisions 1.  Relationship between the surety and the creditora.  Scope of liabilityArt. 499 In all cases, the surety’s liability is limited to the maximum amount indicated in the surety bond. Unless otherwise agreed, he is liable up to this limit for:1. the amount of the principal obligation, including the legal consequences of any fault or default on the part of the principal debtor, but not for damage resulting from the extinction of the contract and any contractual penalty unless this was expressly agreed;2. the costs of debt enforcement proceedings and legal action brought against the principal debtor, provided that the surety was given timely opportunity to avoid them by satisfying the creditor, and, where applicable, for the costs of delivering pledges and transferring liens;3. interest at the contractually agreed rate up to a maximum of the interest payable for the current year and the previous year or, where applicable, for the annual payments due for the current year and the previous year. Unless otherwise provided by the contract or dictated by the circumstances, the surety is liable only for the principal debtor’s obligations arising after the contract of surety was concluded. b.  Reduction of liability by court orderArt. 500 Unless otherwise agreed at the outset or by subsequent amendment, the amount for which a surety who is a natural person is liable decreases every year by three per cent or, where the claim is secured by mortgage, by one per cent of the original maximum liability. In all cases where the surety is a natural person, the amount decreases in at least the same proportion as the obligation. This does not apply to contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance public law obligations such as customs duties, taxes and the like, and for freight charges, or to contracts of surety for the performance of official and civil service obligations or for obligations of variable amount, such as current accounts and contracts for delivery by instalments, and for periodic, recurrent obligations.c.  Resort to the suretyArt. 501 The creditor may not apply to the surety in respect of the principal obligation before the date fixed for its payment even if such date is brought forward following the principal debtor’s bankruptcy. Under a contract of surety of any type, in exchange for furnishing real security, the surety may request that the court suspend the debt enforcement proceedings against him until all pledges have been realised and a definitive certificate of loss has been issued against the principal debtor or a composition agreement has been concluded with the creditors. Where the principal obligation may not fall due without notice being served by the creditor or the principal debtor, the time limit for the surety does not commence until the date on which he receives such notice. Where the obligation of a principal debtor residing abroad is annulled or restricted by foreign legislation, such as by provisions relating to clearing systems or a ban on currency transfers, a surety resident in Switzerland may also rely on such legislation unless he has waived this defence.d.  DefencesArt. 502 The surety is entitled and obliged to plead against the creditor all defences open to the principal debtor or his heirs which are not based on the insolvency of the principal debtor. Suretyship for obligations that are not binding on the principal debtor owing to error or incapacity to make a contract or for time-barred obligations is reserved. Where the principal debtor waives a defence that is open to him, the surety may nevertheless plead it. Where the surety fails to plead defences open to the principal debtor, he forfeits his right of recourse to the extent that such defences would have released him from liability unless he can prove that he was unaware of them through no fault of his own. A person who stands surety for an obligation that is not actionable because it stems from gambling or betting may plead the same defences as are open to the principal debtor even if he was aware of that defect.e.  Creditor’s duty of diligence and duty to release documents and pledgesArt. 503 Where the liens and other securities and preferential rights furnished when the contract of surety is concluded or subsequently obtained from the principal debtor for the specific purpose of securing the claim under surety are reduced by the creditor to the detriment of the surety, the latter’s liability is decreased by an equal amount unless it can be proven that the damage is less. Claims for restitution of the over-paid amount are unaffected. Moreover, in the case of contracts of surety for the performance of official and civil service obligations, the creditor is liable to the surety if, as a result of his failure to supervise the employee as required or to act with the diligence that could reasonably be expected of him, the obligation arose or increased to an extent that it would not have otherwise reached. On being satisfied by the surety, the creditor is required to furnish him with such documents and information as are required to exercise his rights. The creditor must also release to him the liens and other securities furnished when the contract of surety was concluded or subsequently obtained from the principal debtor for the specific purpose of securing the claim under surety or must take the requisite measures to facilitate their transfer. This does not apply to liens and rights of pledge held by the creditor in relation to other claims where they take precedence over those of the surety. Where the creditor refuses without just cause to take such measures or has alienated the available evidence or the pledges and other securities for which he is responsible in bad faith or through gross negligence, the surety is released from his liability. He may demand the return of sums already paid and seek compensation for any further damage incurred.Amended by No II Art. 1 No 12 of the FA of 25 June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.f.  Right to demand acceptance of paymentArt. 504 As soon as the principal obligation falls due, even as a result of the bankruptcy of the principal debtor, the surety may at any time demand that the creditor accept satisfaction from him. Where several persons stand surety for an obligation, the creditor is obliged to accept even a part payment, provided it at least equals the share of the surety offering payment. Where the creditor refuses without just cause to accept payment, the surety is released from his liability. In this event the liability of all other jointly and severally liable co-sureties is decreased by the amount of his share. If the creditor is prepared to accept satisfaction, the surety may pay him even before the principal obligation falls due. However, the surety has no right of recourse against the principal debtor until the obligation falls due.g.  Creditor’s duty to notify and to register his claim in bankruptcy and composition proceedingsArt. 505 Where the debtor is six months in arrears in the payment of capital, interest accrued over half a year or an annual repayment, the creditor must notify the surety. The creditor must inform the surety of the status of the principal obligation on request. In the event of bankruptcy or composition proceedings concerning the principal debtor, the creditor must register his claim and do everything conscionable to safeguard his rights. He must inform the surety of the bankruptcy or debt restructuring moratorium as soon as he himself learns of it. Should the creditor fail to take any of these actions, he forfeits his claims against the surety to the extent of any damage to the latter resulting from such failure.2.  Relationship between surety and principal debtora.  Right to security and releaseArt. 506The surety may require that the principal debtor furnish security and demand his release from liability once the principal obligation falls due:1. where the principal debtor breaches the agreements made with the surety, and in particular his promise to release the surety by a certain date;2. where the principal debtor is in default or has relocated his domicile abroad and legal action against him in foreign courts has been substantially impeded as a result;3. where the surety faces substantially greater risks than when he agreed to offer the surety because of a deterioration in the principal debtor’s financial situation, a decrease in the value of the security furnished or the fault of the principal debtor.b.  Surety’s right of recourse aa. In generalArt. 507 The surety is subrogated to the creditor’s rights to the extent that he has satisfied him. The surety may exercise these as soon as the obligation falls due. However, unless otherwise agreed, he is subrogated only to those liens and other securities which had been furnished when the contract of surety was concluded or were subsequently obtained from the principal debtor for the specific purpose of securing the claim. If on paying only part of the debt the surety is subrogated to only part of a lien, the part remaining with the creditor takes precedence over that of the surety. Special claims and defences arising from the legal relationship between the surety and the principal debtor are reserved. Where a pledge securing a claim under surety is realised or the owner of the pledge pays voluntarily, he may only have recourse against the surety for such payment where an agreement to this effect was reached between the pledgor and the surety or the pledge was given subsequently by a third party. The prescriptive period for the surety’s right of recourse commences on satisfaction of the creditor by the surety. The surety has no right of recourse against the principal debtor for payment of any obligation that is not actionable or not binding on the principal debtor as a result of error or incapacity to make a contract. However, if he has assumed liability for a time-barred obligation at the behest of the principal debtor, the latter is liable to him pursuant to the provisions governing mandates.bb. Surety’s duty to notify Art. 508 Where the surety pays the principal obligation in full or in part, he must notify the principal debtor. If he fails to do so and the principal debtor pays it again because he was not and could not be expected to be aware of the surety’s payment, the surety forfeits his right of recourse against the principal debtor. This does not affect any claim against the creditor for unjust enrichment.C.  Termination of the contract of suretyI.  By operation of lawArt. 509 The surety is released as soon as the principal obligation is extinguished for whatever reason. Where the same person is both principal debtor and surety, the creditor retains the special privileges conferred by the contract of surety. Any surety given by a natural person is extinguished once twenty years have elapsed from the date on which the contract was entered into. This does not apply to contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance of public law obligations such as customs duties, taxes and the like, and for freight charges, or to contracts of surety for the performance of official and civil service obligations and for periodic, recurrent obligations. During the final year of this period, the creditor may resort to the surety even where a longer duration was agreed for the contract of surety, unless the surety has previously extended the contract or replaced it with a new one. The contract of surety may be extended by means of a written declaration by the surety for an additional period of no more than ten years. However, the written declaration is valid only if done no earlier than one year before the contract expires. Where the principal obligation becomes payable less than two years before the contract of surety expires and the creditor was unable to give notice to terminate it sooner, under a contract of surety of any type the creditor is entitled to resort to the surety without prior recourse to the principal debtor or the pledges. However, the surety has a right of recourse against the principal debtor even before the principal obligation becomes payable.II.  Fixed-term contract of surety; revocationArt. 510 A contract of surety for a future obligation may be revoked by the surety at any time by means of a written declaration to the creditor, provided that the obligation has not yet arisen, where the principal debtor’s financial situation has substantially deteriorated since the contract was concluded or where it subsequently transpires that his financial situation is substantially worse than the surety had in good faith assumed. Contracts of surety for the performance of official and civil service obligations may no longer be revoked once the official or civil service relationship has come into being. The surety is liable to compensate the creditor for any damage resulting from the fact that he relied in good faith on the contract of surety. Where a contract of surety is concluded for a fixed term, the surety’s liability is extinguished if the creditor fails to assert his claim at law within four weeks of the expiry of such term and to pursue it without significant interruption. Where the obligation is not due at that juncture, the surety may exempt himself from liability only by furnishing real security. If he fails to do so, the contract of surety remains valid, subject to the provision governing the maximum duration of contracts of surety, as if the agreed duration had been until the obligation falls due.III.  Open-ended contract of suretyArt. 511 Where a contract of surety is concluded for an indefinite term, once the principal debtor’s obligation falls due the surety may, where action may be brought only on such conditions, request that the creditor assert his claim within a period of four weeks, instigate proceedings to realise any existing pledges and pursue his claim without significant interruption. In the case of claims that fall due on expiry of a period of notice served by the creditor, once one year has elapsed since the contract of surety was concluded, the surety has the right to request that the creditor serve notice and, once the obligation is due, exercise his rights in accordance with para. 1. The surety is released if the creditor does not comply with such request.IV.  Contracts of surety for official and civil service obligations Art. 512 A contract of surety for the performance of official obligations concluded for an indefinite term may be terminated subject to one year’s notice expiring at the end of a term of office. Where there is no fixed term of office, the surety may terminate the contract by giving one year’s notice expiring at the end of a four-year period commencing when the office was taken up. A person standing surety for the performance of civil service obligations for an indefinite term has the same right to give notice of termination as under an open-ended contract of surety for official obligations. Agreements to the contrary are unaffected.Title Twenty-One:  Gambling and BettingA.  No actionable claimArt. 513 Gambling and betting do not give rise to a claim. The same applies to advances or loans knowingly made for the purposes of gambling or betting and to contracts for difference and transactions for delivery of commodities or securities that are speculative in character.B.  Debentures and voluntary paymentArt. 514 A promissory note or bill of exchange signed by the gambler or bettor to cover the sum gambled or bet may not be enforced even following delivery of the instrument, subject to the rights that securities confer on bona fide third parties. A voluntary payment may be reclaimed only where the intended gambling or betting activity could not take place as a result of chance occurrence or the actions of the recipient, or where the latter has committed an impropriety.C.  Lotteries and prize drawsArt. 515 Lotteries and prize draws give rise to a claim only where they have been approved by the competent authority. In the absence of such approval, the claim is treated as a gambling claim. Lotteries or draws authorised abroad do not enjoy legal protection in Switzerland unless the competent Swiss authority has authorised the sale of tickets.D.  Gambling in casinos, loans from casinosArt. 515aGames of chance in casinos give rise to claims where they take place in a casino licensed by the competent authority. Inserted by Annex No 5 to the Gambling Act of 18 Dec. 1998, in force since 1 April 2000 (AS 2000 677; BBl 1997 III 145).Title Twenty-Two:  Life Annuity and the Lifetime Maintenance AgreementsA.  Life annuity agreementI.  NatureArt. 516 A life annuity may be created for the lifetime of the annuitant, the grantor or a third party. In the absence of any specific agreement, the presumption is that it is settled for the life of the annuitant. Unless otherwise agreed, an annuity settled for the life of the grantor or of a third party passes to the heirs of the annuitant.II.  Formal requirementArt. 517The life annuity agreement is valid only if done in writing.III.  Rights of the annuitant1.  Exercise of entitlementArt. 518 Unless otherwise agreed, the life annuity is payable every six months in advance. If the person on whom the life annuity is settled dies before the end of the period for which it is payable in advance, the grantor owes the full amount. If the grantor is declared bankrupt, the annuitant may assert his entitlements by bringing a capital claim for the amount that would be required at the time the grantor is declared bankrupt to establish an equivalent contract of annuity with a reputable annuity institution.2.  AssignmentAmended by Annex No 6 to the FA of 16 Dec. 1994, in force since 1 Jan. 1997  (AS 1995 1227; BBl 1991 III 1).Art. 519 Unless otherwise agreed, the life annuitant may assign his rights. ...Repealed by Annex No 6 to the FA of 16 Dec. 1994, with effect from 1 Jan. 1997  (AS 1995 1227; BBl 1991 III 1).IV.  Life annuities under the law governing insurance policiesArt. 520The provisions of this Code governing life annuity agreements do not apply to life annuity agreements subject to the Federal Act of 2 April 1908 on Insurance Policies, with the exception of the provision governing withdrawal of annuity entitlements.SR 221.229.1B.  Lifetime maintenance agreementI.  DefinitionArt. 521 A lifetime maintenance agreement is a contract in which the beneficiary undertakes to transfer an estate or individual assets to the settlor in return for an undertaking to provide maintenance and care for his lifetime. If the settlor is appointed heir to the beneficiary, the entire relationship is subject to the provisions governing contracts of succession.II.  Conclusion1.  FormArt. 522 The lifetime maintenance agreement must be done in the same form as a contract of succession, even where it does not involve the designation of an heir. However, where it is concluded with a licensed care home on conditions approved by the competent authority, written form is sufficient.2.  SecurityArt. 523A beneficiary who transfers land to the other party retains a statutory lien on the property as security for his claims in the same manner as a seller.III.  ContentArt. 524 The beneficiary becomes part of the settlor’s household and the settlor is obliged to provide him such benefits as he might reasonably expect to receive in the light of the value of the assets transferred and his previous standard of living. The settlor is obliged to provide the beneficiary with appropriate accommodation and maintenance and, in the event of his illness, with the necessary care and medical treatment. Subject to approval by the competent authority, care homes may adopt house rules whereby such benefits are incorporated as generally binding contractual terms.IV.  Challenge and reductionArt. 525 A lifetime maintenance agreement may be challenged by persons to whom the beneficiary has a legal duty of maintenance where conclusion of the agreement would deprive the beneficiary of the means of discharging such duty. Instead of rescinding the agreement, the court may order the settlor to maintain such persons, with any such maintenance being brought into account against the benefits owed to the beneficiary under the lifetime maintenance agreement. Actions in abatement by heirs and legal challenges by creditors are reserved.V.  Termination1.  NoticeArt. 526 The lifetime maintenance agreement may be terminated by either party at any time subject to six months’ notice, where according to the agreement the performance of one party is substantially greater in value than that of the other and the party benefiting from such imbalance cannot show that the other intended it as a gift. The decisive criterion here is the relation between the capital and the life annuity according to the principles applied by any reputable annuity institution. Performance already rendered at the time of termination is returned after its capitalised value plus interest has been set off.2.  Unilateral terminationArt. 527 Either party may unilaterally terminate the agreement where the relationship has become unconscionable as a result of breach of contractual obligations or where other good cause has rendered its continuation exceedingly difficult or impossible. Where the agreement is terminated on such grounds, the party at fault must pay adequate compensation to the innocent party in addition to returning the performance received. Instead of rescinding the agreement, at the request of one party or of its own accord the court may dissolve the joint household and award a life annuity to the beneficiary by way of compensation.3.  Termination on the death of the settlorArt. 528 On the death of the settlor the beneficiary may within one year insist that the agreement be terminated. In this event, he has a claim against the heirs equivalent to the claim he would have in the event of the settlor’s bankruptcy.VI.  Non-transferable claim, asserting claim in the event of bankruptcy and seizureArt. 529 The beneficiary’s claim is non-transferable. In the event of the settlor’s bankruptcy, the beneficiary has a claim equivalent to the capital that would be required to acquire from a reputable annuity institution a life annuity equal in value to the benefits owed to him by the settlor. In the case of debt enforcement by attachment, the beneficiary may participate in the attachment in respect of this claim without need to bring prior enforcement proceedings.Title Twenty-Three:  The Simple PartnershipA.  DefinitionArt. 530 A partnership is a contractual relationship in which two or more persons agree to combine their efforts or resources in order to achieve a common goal. A simple partnership within the meaning of this Title is any partnership that does not fulfil the distinctive criteria of any of the other types of partnership codified herein.B.  Relationship between partners I.  ContributionsArt. 531 Each partner must make a contribution, which may be money, objects, claims or labour. Unless otherwise agreed, contributions must be equal and of the nature and size required to achieve the partnership’s purpose. The bearing of risk by and warranty obligations of the partners are governed mutatis mutandis by the rules on leases where a contribution involves the transfer by an individual partner of the use of an object, and by the rules governing contracts of sale where it involves transfer of title.II.  Profit and loss1.  Profit sharing Art. 532Each partner is obliged to share with his fellow partners any profit which by nature belongs to the partnership.2.  Participation in profits and losses Art. 533 Unless otherwise agreed, each partner has an equal share in profits and losses regardless of the nature and amount of his contribution. Where only the partner’s share in the profits or his share in the losses is agreed, such agreement applies to both. It is permitted to agree that a partner whose contribution to the common purpose consists of labour will participate in the profits but not in the losses.III.  Partnership resolutions Art. 534 Partnership resolutions are made with the consent of all partners. Where the partnership agreement provides for resolutions to be passed by majority vote, it is defined as a numerical majority of the partners.IV.  Management of partnership businessArt. 535 All partners have the right to manage the partnership unless the task is entrusted exclusively to one or more partners or to third parties by agreement or resolution. Where all or several partners have the right to manage the partnership, each of them may act without the involvement of the others, although every other partner authorised to manage the partnership has the right to object to and thereby forestall any management action before it is carried out. The unanimous consent of all the partners is required to appoint a general attorney or to carry out transactions which transcend the scope of ordinary business, unless there is risk in delay.V.  Liability between partners1.  Prohibition of competitionArt. 536No partner may carry out transactions for his own benefit which thwart or obstruct the purpose of the partnership.2.  Claims arising from partnership activitiesArt. 537 Where one partner incurs expenses or contracts liabilities in connection with affairs conducted on behalf of the partnership or suffers losses as a direct consequence of his management activities or the intrinsically associated risks, the other partners share his liability. A partner who makes cash advances on behalf of the partnership may claim interest as of the date on which they were made. By contrast, he is not entitled to remuneration for his personal services.3.  Due diligence Art. 538 Each partner must conduct partnership affairs with the diligence and care that he would normally devote to his own affairs. He is liable to the other partners for any damage caused through his fault and may not set off against such damage the benefits obtained for the partnership in his other activities. Managing partners who are remunerated for their management services are liable in accordance with the provisions governing mandates.VI.  Withdrawal and restriction of management authorityArt. 539 The management authority granted to one of the partners under the partnership agreement may not be withdrawn or restricted by the other partners without good cause. Where good cause exists, authority may be withdrawn by each of the other partners even where the partnership agreement provides otherwise. In particular, good cause is deemed to exist where the managing partner is guilty of a serious breach of his duties or has become incapable of proper management of the partnership’s affairs.VII.  Managing partners and other partners1.  In generalArt. 540 Unless this Title or the partnership agreement provides otherwise, the relationship between the managing partners and the other partners is subject to the provisions governing mandates. Where a partner who lacks management authority conducts business on the partnership’s behalf or a managing partner exceeds his management authority, the provisions governing agency without authority apply.2.  Right to information on the affairs of the partnershipArt. 541 A partner who lacks management authority has the right to receive information on the status of the partnership’s affairs, to inspect its books and documents and to obtain a summary statement of its financial position for his personal information. Any contrary agreement is void.VIII.  Admission of new partners and sub-participationArt. 542 No partner may admit a third party into the partnership without the consent of the other partners. Where a partner unilaterally grants a third party a participation in his own share in the partnership or assigns his entire share to the third party, the latter does not become a partner and in particular does not acquire any right to information on partnership affairs.C.  Relationship between partners and third partiesI.  RepresentationArt. 543 A partner who deals with a third party on behalf of the partnership but in his own name acquires rights and obligations as against that third party in a purely individual capacity. Where a partner deals with a third party in the name of the partnership or all the partners, the other partners acquire rights and obligations as against that third party only to the extent envisaged by the provisions governing representation. A partner is presumed empowered to represent the partnership or all the partners in dealings with third parties as soon as management authority is conferred on him.II.  Effects of representationArt. 544 Objects, rights in rem and claims transferred to or acquired for the partnership belong jointly to the partners as stipulated in the partnership agreement. Unless otherwise provided in the partnership agreement, the creditors of a partner may claim only the share in the proceeds of liquidation of that partner by way of satisfaction. Subject to contrary agreement, partners are jointly and severally liable for obligations to third parties contracted jointly or through representatives.D.  Dissolution I.  Grounds for dissolution1.  In generalArt. 545 The partnership is dissolved:1. where the purpose of the partnership has been achieved or become impossible to achieve;2. on the death of one of the partners, unless it was previously agreed that the partnership would continue with his heirs;3. where the share in the proceeds of liquidation of a partner is subject to compulsory sale or one of the partners is declared bankrupt or made subject to a general deputyship;4. by unanimous decision of the partners;5. on expiry of the period for which the partnership was established;6. by notice of termination served by one of the partners, where such right was reserved in the partnership agreement or the partnership was established for an indefinite duration or for the lifetime of one of the partners;7. by court judgment in cases of dissolution for good cause.The dissolution of the partnership may be requested for good cause before the duration of the partnership agreement expires or, where it was established for an indefinite duration, with immediate effect. Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001). Amendment not relevant to the English text.2.  Partnership of indefinite durationArt. 546 Where the partnership was established for an indefinite duration or for the lifetime of one of the partners, each partner may terminate the partnership by giving six months’ notice. Notice must be given in good faith and not at an inopportune juncture and, where an annual accounting period is envisaged, it must expire at the end of a financial year. Where on expiry of the term for which it had been established the partnership is tacitly continued, it is deemed renewed for an indefinite duration.II.  Effect of dissolution on business management Art. 547 Where the partnership is dissolved for any reason other than notice of termination, a partner retains his authority to manage the partnership’s business until he learns of the dissolution or ought to have learned of it had he shown due diligence. Where the partnership is dissolved on the death of a partner, the heir of the deceased must inform the other partners of his death without delay and continue in good faith to attend to the partnership affairs of the deceased until the requisite arrangements have been made.The other partners must likewise continue to manage the partnership’s business in the interim.III.  Liquidation1.  Treatment of contributionsArt. 548 Contributions to the partnership do not simply revert to those who made them in the liquidation that the partners must carry out after the partnership is dissolved. However, each partner is entitled to the value for which his contribution was accepted.Where no such value was determined, his claim is for the value of the contribution at the time it was made.2. Division  of surplus and deficitArt. 549 Where a surplus remains after satisfaction of partnership debts, reimbursement of the expenses incurred and advances made by each partner and return of the value of contributions, it is divided as profit among the partners. Where, after satisfaction of debts and the reimbursement of expenses and advances, the partnership’s assets are not sufficient to cover the return of contributions, the shortfall is borne equally by the partners as a loss.3.  Liquidation methodArt. 550 The liquidation following the dissolution of the partnership must be carried out jointly by all partners, including those without management authority. However, where the partnership agreement related only to certain specific transactions to be carried out by one partner in his own name but on behalf of the partnership, that partner must carry out such transactions and give account of them to the other partners even after the partnership has been dissolved.IV.  Liability towards third partiesArt. 551The dissolution of the partnership does not affect obligations entered into with third parties.Division Three: Commercial Enterprises and the CooperativeAmended by Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). See also the Final and Transitional Provisions of of Titles XXIV to XXXIII, at the end of this Code. Title Twenty-Four:  The General PartnershipSection One:  Definition and FormationA.  Commercial partnershipsArt. 552 A general partnership is a partnership in which two or more natural persons join together without limiting their liability towards creditors of the partnership in order to operate a trading, manufacturing or other form of commercial business under one business name. The members of the partnership must have it entered in the commercial register.B.  Non-commercial partnershipsArt. 553Where a partnership does not operate a commercial business, it does not exist as a general partnership until it has itself entered in the commercial register.C.  Entry in the commercial registerI.  Place of registrationArt. 554The partnership must be registered in the commercial register for the place where its seat is located.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, 2004 3969).II.  RepresentationArt. 555The only details concerning arrangements for representation that are admissible for entry in the commercial register are those which limit it to one partner or specified partners or which provide for representation of the partnership by one partner acting jointly with other partners or with persons vested with a registered power of attorney.III.  Formal requirementsArt. 556 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures. Partners who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.Section Two:  Relationship between PartnersA.  Freedom of contract, reference to simple partnershipArt. 557 The relationship between the partners is primarily determined by the partnership agreement. Unless otherwise agreed, the provisions governing simple partnerships apply subject to the modifications set out in the following provisions.B.  Financial reporting Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 558 For each financial year, the profit or loss and each partner’s share thereof are determined on the basis of the annual accounts. The interest on each partner’s share of the capital may be credited to that partner as provided in the agreement even if that share has been reduced by the loss for that financial year. Unless otherwise agreed, the interest rate is four per cent. When calculating the profit or loss, the contractual fee for the work done by a partner is treated as a debt of the partnership. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).C.  Entitlement to profit, interest and feesArt. 559 Each partner has the right to draw profit, interest and fees for the previous financial year from the partnership’s funds. Where so provided under the agreement, interest and fees may be drawn during the financial year, whereas profit may not be drawn until the annual report has been approved. Any profit, interest and fees not drawn by the partner are added to his share of the partnership’s capital once the annual report has been approved, provided that none of the other partners objects. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).D.  LossesArt. 560 Where a partner’s share of the capital has been reduced by losses, he remains entitled to his fees and the interest on his reduced share but may receive his share of the profit only when his share of the capital has been reconstituted. No partner is obliged to make a higher contribution than stipulated in the agreement or to make good any reduction in his contribution caused by losses.E.  Prohibition of competitionArt. 561Without the consent of the other partners, no partner may engage in the line of business in which the partnership operates either for his own account or for third parties or participate in another business as a partner with unlimited liability, a limited partner or a member of a limited liability company.Section Three: Relationship between the Partnership and Third PartiesA.  In generalArt. 562The partnership may acquire rights, assume obligations, sue and be sued in its own name.B.  RepresentationI.  General principleArt. 563Unless the commercial register contains an entry to the contrary, bona fide third parties may safely assume that any partner has authority to represent the partnership.II.  ScopeArt. 564 Any partner entitled to represent the partnership is authorised to carry out in the partnership’s name all transactions that serve the partnership’s objects. Any restriction of the scope of such authority to represent the partnership has no effect as against bona fide third parties.III.  Withdrawal Art. 565 Authority to represent the partnership may be withdrawn from a partner for good cause. Where a partner makes a prima facie case for the existence of good cause and there is risk in delay, on his application the court may issue an interim order withdrawing authority to represent the partnership. The court’s order must be entered in the commercial register.IV.  Registered power of attorney and commercial agencyArt. 566A registered attorney or commercial agent may be appointed to manage the business of the partnership as a whole only with the consent of all partners authorised to represent the partnership, but such appointment may be revoked as against third parties by any one of them.V.  Transactions and liability in tortArt. 567 The partnership acquires rights and assumes obligations by the transactions concluded in its name by any partner authorised to represent it. For such effect to occur, it is sufficient that the intention to act on behalf of the partnership can be inferred from the circumstances. The partnership is liable in damages for any tort committed by a partner in the exercise of his partnership function.C.  Position of creditorsI.  Partners’ liability Art. 568 The partners are jointly and severally liable with their entire assets for all obligations of the partnership. Any contrary agreement between partners is void as against third parties. However, a partner may not be held personally liable for a partnership debt, even after he leaves the partnership, unless he has been declared bankrupt or the partnership has been dissolved or debt enforcement proceedings have been brought against it without success. This does not apply to a partner’s liability under a joint and several contract of surety concluded in favour of the partnership.II.  Liability of new partnersArt. 569 A person joining a general partnership is jointly and severally liable with his entire assets together with the other partners even for the partnership’s obligations that predate his accession.Any contrary agreement between partners is void as against third parties.III.  Insolvency of the partnershipArt. 570 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners. Partners have no claim as creditors in insolvency for their capital contributions and accrued interest, but may assert claims for interest already due, fees and any expenses incurred on the partnership’s behalf.IV.  Insolvency of the partnership and bankruptcy of the partnersArt. 571 The insolvency of the partnership does not result in the bankruptcy of the partners. Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership. The rights of partnership creditors in the event of the bankruptcy of a partner are governed by the Debt Collection and Bankruptcy Act of 11 April 1889.SR 281.1D.  Position of personal creditors of partnersArt. 572 The personal creditors of a partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims. Enforcement proceedings brought by them are limited to the interest, fees, profit and share in the proceeds of liquidation payable to their debtor in his capacity as partner.E.  Set offArt. 573 A personal creditor of a partner may not set off his claim against a debt owed to the partnership. Similarly, a partner may not set off a debt to a personal creditor against any debt owed by the creditor to the partnership. However, where a partnership creditor is simultaneously the personal debtor of a partner, the two debts may be set off against each other provided the partner may be held personally liable for any resulting debt to the partnership.Section Four:  Dissolution and WithdrawalA.  In generalArt. 574 The partnership is dissolved by the commencement of insolvency proceedings against it. In other respects, the provisions governing simple partnerships apply to dissolution except where otherwise provided in this Title. Other than in the event of insolvency, the partners must report the dissolution to the commercial registrar. Where an action for dissolution of the partnership is brought, on application by one of the parties the court may order provisional measures.B.  Termination by personal creditorsArt. 575 In the event of the bankruptcy of a partner, the bankruptcy administration may petition for dissolution of the partnership by giving at least six months’ notice even where the partnership was formed for a fixed term. The same right accrues to a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him. However, until such dissolution has been entered in the commercial register, the partnership or the other partners may prevent the notice from taking effect by satisfying the bankrupt estate or the creditor pursuing his claim.C.  Withdrawal of partnersI.  AgreementArt. 576Where the partners agreed prior to dissolution that, notwithstanding the withdrawal of one or more partners, the partnership will be continued by the remaining partners, it ceases to exist only for those that leave; in other respects it continues with all existing rights and obligations.II.  Exclusion by court orderArt. 577Where there is good cause for the dissolution of the partnership that pertains chiefly to the person of one or more partners, at the request of all the other partners the court may rule that the partner or partners in question be excluded from the partnership and that their shares of the partnership’s assets be allocated to them.III.  Exclusion by the other partnersArt. 578Where a partner is declared bankrupt or a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him requests that the partnership be dissolved, the other partners may exclude the partner in question and allocate his share of the partnership’s assets to him.IV.  In the case of two partnersArt. 579 Where the partnership comprises two partners only, the partner who has not given rise to any cause for dissolution may, on the same conditions, continue the partnership’s affairs and allocate the other partner’s share of the partnership’s assets to him. The court may issue an order to the same effect where dissolution has been requested for good cause pertaining chiefly to the person of one of the partners.V.  Determining the shareArt. 580 The amount payable to a partner leaving the partnership is determined by agreement. Where no provision is made on this matter in the partnership agreement and the parties cannot reach agreement, the court determines the amount with due regard to the asset position of the partnership at the time the partner leaves and any fault attributable to the departing partner.VI.  RegistrationArt. 581The departure of a partner and the continuation of the partnership’s affairs by one of the partners must be entered in the commercial register.D.  Defects in the organisation of the partnershipArt. 581aIn the case of defects in the required organisation of the general partnership the provision of the law on companies limited by shares apply mutatis mutandis. Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since  1 Jan. 2021 (AS 2020 957; BBl 2015 3617).Section Five:  LiquidationA.  General principleArt. 582Following its dissolution, the partnership is liquidated in accordance with the following provisions, unless the partners have agreed on an alternative approach or the partnership’s assets are subject to insolvency proceedings.B.  LiquidatorsArt. 583 The liquidation is carried out by the partners who are authorised to represent the partnership, unless they are prevented from so doing for reasons pertaining to their person or the partners agree to appoint other liquidators. At the request of a partner, for good cause the court may dismiss certain liquidators and appoint others to replace them. The liquidators are entered in the commercial register, even where the representation of the partnership remains unchanged.C.  Representation of heirs Art. 584The heirs of a partner must appoint a joint representative for the purpose of the liquidation.D.  Rights and obligations of the liquidatorsArt. 585 The liquidators wind up the dissolved partnership’s current business, discharge its obligations, call in all debts receivable and realise its assets as required for the division thereof. They represent the partnership in all transactions carried out for liquidation purposes, are entitled to conduct legal proceedings, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, effect new transactions. Where a partner objects to a decision by the liquidators to sell partnership assets at an overall sale price or to their refusal of such a sale or to the manner in which they intend to dispose of immovable property, at his request the court will decide the matter. The partnership is liable for any damage resulting from torts committed by a liquidator in the exercise of his function.E.  Provisional distributionArt. 586 Funds and other assets not required during the liquidation are distributed among the partners on a provisional basis and brought into account against their final share in the proceeds of liquidation. The funds required to cover disputed obligations or obligations not yet due must be retained.F.  DivisionI.  Balance sheetArt. 587 The liquidators shall draw up a balance sheet at the beginning of the liquidation. Where the liquidation lasts for an extended period, interim accounts shall be drawn up every year. Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in the provisions specified in the AS.II.  Repayment of capital and distribution of surplus Art. 588 Assets remaining after redemption of all partnership debts are used first to repay the capital to the partners and then to pay interest accrued over the liquidation period. Any surplus is distributed among the partners in accordance with the provisions governing partners’ shares in the profit.G.  Deletion from the commercial registerArt. 589On completion of the liquidation, the liquidators apply to have the partnership’s business name deleted from the commercial register.H.  Archiving of ledgers and other documentsArt. 590 The ledgers and other documents of the dissolved partnership are kept for ten years commencing on the date of the partnership’s deletion from the commercial register at a location designated by the partners or, if they cannot reach agreement, by the registrar. The partners and their heirs retain the right to inspect the ledgers and other documents.Section Six:  PrescriptionA.  Object and prescriptive periodArt. 591 Claims of partnership creditors against a partner for partnership debts prescribe five years after the notice of his withdrawal or of the dissolution of the partnership is published in the Swiss Official Gazette of Commerce, unless the debt is by its nature subject to a shorter prescriptive period. Where the debt does not fall due until after such notice, the prescriptive period commences on the due date. Prescription does not apply to claims between partners.B.  Special casesC.  InterruptionArt. 592 The five-year prescriptive period may not be invoked against a creditor seeking satisfaction solely from undivided partnership assets. Where a partner takes over the partnership’s business with all its assets and liabilities, he may not invoke the five-year prescriptive period against its creditors. By contrast, for partners who have left the partnership, the five-year prescriptive period is replaced by the three-year prescriptive period in accordance with the principles governing assumption of debt; the same applies in the event that a third party takes over the partnership’s business with all its assets and liabilities.Art. 593An interruption of the prescriptive period as against an ongoing partnership or another partner does not interrupt the prescriptive period as against a departing partner. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Title Twenty-Five:  The Limited PartnershipSection One:  Definition and FormationA.  Commercial partnershipsArt. 594 A limited partnership is a partnership in which two or more persons join together in order to operate a trading, manufacturing or other form of commercial business under a single business name in such a manner that at least one person is a general partner with unlimited liability but one or more others are limited partners liable only up to the amount of their specific contributions. Partners with unlimited liability must be natural persons, but limited partners may also be legal entities and commercial enterprises. The partners must have the partnership entered in the commercial register.B.  Non-commercial partnershipsArt. 595Where a limited partnership does not operate a commercial business, it does not exist as a limited partnership until it has itself entered in the commercial register.C.  Entry in the commercial registerI.  Place and contributions in kindAmended 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, 2004 3969).Art. 596 The partnership must be registered in the commercial register for the place where its seat is located. ... Where the specific contributions of limited partners are made wholly or partly in kind, the contribution in kind must be expressly referred to as such and its precise value specified in the registration application and in the entry in the commercial register.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, 2004 3969).Repealed 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), with effect from 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Formal requirementsArt. 597 All applications to have facts entered or entries modified must be signed by all the partners in person at the commercial register office or submitted in writing bearing duly authenticated signatures. Partners with unlimited liability who are to represent the partnership must enter the partnership’s business name and their own signature in person at the commercial register office or submit these in a duly authenticated form.Section Two:  Relationship between PartnersA.  Freedom of contract, reference to general partnershipArt. 598 The relationship between the partners is primarily determined by the partnership agreement. Unless otherwise agreed, the provisions governing general partnerships apply subject to the modifications set out in the following provisions.B.  Management of businessArt. 599The partnership’s affairs are managed by the partner or partners with unlimited liability.C.  Position of limited partnersArt. 600 A limited partner is by definition neither entitled nor obliged to manage the affairs of the partnership. Nor is he entitled to object to actions taken by managing partners, providing these fall within the scope of the ordinary business activities of the partnership. He has the right to request a copy of the profit and loss account and the balance sheet and to verify their accuracy by inspecting the partnership’s ledgers and other documents or have them verified by an impartial expert; in the event of dispute, the expert is appointed by the court. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).D.  Share in profit and loss Art. 601 A limited partner’s participation in any loss is limited to the amount of his specific contribution. In the absence of agreement on the limited partners’ share in profits and losses, it is determined by the court at its discretion. Where the limited partner’s specific contribution is not fully paid up or has been subsequently reduced, he may receive the interest, profit and fees due to him only when his contribution has been fully paid in or reconstituted.Section Three:  Relationship between the Partnership and Third PartiesA.  In generalArt. 602The partnership may acquire rights, assume obligations, and sue and be sued in its own name.B.  RepresentationArt. 603The partnership is represented by its general partner or partners in accordance with the rules governing general partnerships.C.  Liability of general partnersArt. 604A partner with unlimited liability may be sued for a partnership debt only if the partnership has been dissolved or debt enforcement proceedings have been brought against it without success.D.  Liability of limited partnersI.  Acting for the partnershipArt. 605A limited partner conducting business on behalf of the partnership without stating expressly that he is acting as its registered attorney or commercial agent is liable to bona fide third parties for obligations resulting from such business as if he were a general partner.II.  Lack of registration Art. 606Where the partnership has engaged in business prior to being entered in the commercial register, a limited partner is liable to bona fide third parties for obligations resulting from such business as if he were a general partner unless he can prove that the third parties were aware of the limits to his liability.III.  ...Art. 607 Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 (AS 2016 1507; BBl 2014 9305).IV.  Scope of liabilityArt. 608 A limited partner is liable to third parties in the amount of his specific contribution as entered in the commercial register. Where he has stated a higher amount to third parties or the partnership has done so with his knowledge, he is liable up to such higher amount. Creditors are at liberty to show that the value ascribed to contributions in kind did not correspond to their real value at the time they were made.V.  Reduction of limited partner’s specific contributionArt. 609 Where by agreement with the other partners or by means of withdrawals a limited partner has reduced his specific contribution as entered in the commercial register or otherwise announced, such modification has no effect as against third parties until it has been entered in the commercial register and published. For obligations contracted prior to such publication, the limited partner remains liable in the unmodified amount.VI.  Creditors’ right of actionArt. 610 For the duration of the partnership, its creditors have no right of action against a limited partner. If the partnership is dissolved, the creditors, liquidators and insolvency administrators may request that the limited partner’s specific contribution be allocated to the liquidation or insolvency assets to the extent that it has not been paid in or has been repaid to the limited partner.VII.  Entitlement to interest and profitArt. 611 Limited partners are entitled to interest and profit only where and to the extent that payment thereof does not result in a reduction of their specific contribution. However, limited partners are required to repay interest and profit unlawfully received. Article 64 applies. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).VIII.  Joining limited partnershipsArt. 612 A person joining a general or limited partnership as a limited partner is liable with his specific contribution for all partnership liabilities including those that were contracted prior to his accession. Any agreement to the contrary between the partners is void as against third parties.E.  Position of personal creditorsArt. 613 The personal creditors of a general partner or a limited partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims. Enforcement proceedings brought by them are limited to the interest, profit and share in the proceeds of liquidation payable to their debtor and any fees due to him in his capacity as partner.F.  Set offArt. 614 Where a partnership creditor is simultaneously the personal debtor of a limited partner, the creditor has no right to set off the two debts against each other unless the limited partner has unlimited liability. In other respects, set off is subject to the provisions governing general partnerships.G.  Insolvency I.  In generalArt. 615 The insolvency of the partnership does not result in the bankruptcy of the partners. Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.II.  Insolvency of the partnershipArt. 616 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners. Limited partners have no claim as creditors in insolvency for their specific capital contributions.III.  Procedure against general partnersArt. 617Where the partnership’s assets are insufficient to satisfy the partnership’s creditors, the latter are entitled to seek satisfaction for the entire remainder of their claims from the personal assets of each individual general partner in competition with that partner’s personal creditors.IV.  Bankruptcy of limited partnersArt. 618In the event of the bankruptcy of a limited partner, neither the partnership’s creditors nor the partnership itself have preferential rights over his personal creditors.Section Four:  Dissolution, Liquidation, PrescriptionArt. 619 The provisions governing general partnerships also apply to the dissolution and liquidation of limited partnerships and to the prescriptive periods applicable to claims against the partners. Where a limited partner is declared bankrupt or his share in the proceeds of liquidation is attached, the provisions governing partners in general partnerships apply mutatis mutandis. However, the partnership is not dissolved by the death of a limited partner or his being made subject to a general deputyship. Second sentence amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013  (AS 2011 725; BBl 2006 7001).Twenty-Sixth title: The Company Limited by Shares  See also the Final Provisions relating to this Title at the end of this Code.Section One:  General ProvisionsA.  DefinitionArt. 620 The company limited by shares is a company in which one or more persons or commercial enterprises participate. It is liable for its obligations to the extent of the company’s assets. The shareholders are required only to fulfil the duties specified in the articles of association. A shareholder is any person who holds at least one share in the company. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  Share capitalArt. 621 The share capital amounts to at least 100,000 francs. A share capital in the foreign currency required for business operations is also permitted. At the time of foundation, this must have a value equivalent to at least 100,000 francs. If the share capital is in a foreign currency, the accounts must be kept and financial reports must be filed in the same currency. The Federal Council shall specify which currencies are permitted. The general meeting may resolve to change the currency of the share capital at the start of any financial year. In such an event, the board of directors shall amend the articles of association. It shall establish that the requirements of paragraph 2 have been met, and specify the exchange rate applied. The resolutions of the general meeting and of the board of directors must be done as a public deed. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  SharesI.  TypesArt. 622 The shares may be either registered or bearer shares. They may be issued in the form of negotiable securities. The articles of association may stipulate that they may be issued as uncertificated or ledger-based securities in accordance with Article 973c or 973d, or as intermediated securities in accordance with the Intermediated Securities Act (FISA) of 3 October 2008. Bearer shares are permitted only if the company has equity securities listed on a stock exchange or if the bearer shares are organised as intermediated securities in accordance with the FISA and are deposited with a custodian in Switzerland designated by the company or entered in the main register. Shares of both types may exist at the same time in a ratio fixed by the articles of association. A company with bearer shares must arrange for an entry to be made in the Commercial Register as to whether it has equity securities listed on a stock exchange or its bearer shares are organised as intermediated securities. If all the equity securities are delisted, the company must within six months either convert the existing bearer shares into registered shares or organise them as intermediated securities. Registered shares may be converted into bearer shares and bearer shares into registered shares. The shares shall have a nominal value that is greater than zero. If share certificates are issued, they must be signed by at least one member of the board of directors. SR 957.1 Amended by No I 1 of the FA of 25. Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233). Inserted 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 (AS 2019 3161; BBl 2019 279). Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233). Inserted 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; BBl 2019 279). Inserted 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; BBl 2019 279). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Splitting and consolidating sharesArt. 623 By amending the articles of association, the general meeting may divide the shares into shares with a lower nominal value or consolidate them into shares with a higher nominal value, provided the share capital remains the same. The consolidation of shares that are not listed on a stock exchange requires the consent of all the shareholders concerned. Term in accordance with No II 1 of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). This amendment has been made throughout the Code. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Issue priceArt. 624 The shares may be issued only at their nominal value or at a price that is higher. This does not apply to the issue of new shares to replace cancelled shares. ... Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 625Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Content of the articles of association prescribed by law Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 626 The articles of association must contain provisions concerning:1. the business name and seat of the company;2. the objects of the company; 3. the total share capital, its currency, and the extent to which it is paid up;4. the number, nominal value and types of shares;5. and 6. ...7. the form of the company’s communications with its shareholders. In a company whose shares are listed on a stock exchange, the articles of association must also contain provisions on:1. the number of activities that the members of the board of directors, the executive board and the board of advisors may carry out in comparable positions in other undertakings with commercial objects;2. the maximum term of the contracts that govern the remuneration of members of the board of directors, the executive board and the board of advisors, and the maximum notice of termination for unlimited contracts (Art. 735b);3. the principles on the duties and responsibilities of the remuneration committee;4. the details of the vote of the general meeting on the remuneration of the board of directors, the executive board and of the board of advisors. Other undertakings in terms of paragraph 2 number 1 do not include undertakings that are controlled by the company or that control the company. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 627 and 628 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  FoundationI.  Deed of incorporation1.  Content Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 629 The company is founded when the founder members declare by public deed that they are forming a company limited by shares, lay down the articles of association therein and appoint the governing bodies. In such deed of incorporation, the founder members shall subscribe for the shares and declare that:1. all the shares are validly subscribed for;2. that the promised capital contributions correspond to the full issue price;3. the requirements for payment of capital contributions prescribed by law and the articles of association are met at the time that the deed of incorporation is signed;4. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents. If the share capital is specified in a foreign currency or if contributions are made in a different currency from that of the share capital, the exchange rates applied must be indicated in the public deed. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Share subscriptionArt. 630The share subscription is valid only where:1. the number, nominal value, type, class and issue price of the shares are specified;2. an unconditional commitment is given to pay up the capital corresponding to the issue price. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).II.  Supporting documentsArt. 631 In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him or her and the founder members. The following documents must be appended to the deed of incorporation:1. the articles of association;2. the incorporation report;3. the audit confirmation;4. confirmation that the capital contributions have been deposited in cash;5. the agreements on contributions-in-kind;6. ... 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, 2004 3969). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Capital contributions1.  Minimum contributionArt. 632 When the company is founded, capital equivalent to at least 20 per cent of the nominal value of each share must be paid up. In all cases the capital contribution must be at least 50,000 francs. If the share capital is in a foreign currency, the contributions made at the time of foundation must have a value equivalent to at least 50,000 francs. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Second sentence inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Payment of contributionsa.  Money contributionsArt. 633 Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934 for the exclusive use of the company. The bank may release the money only when the company has been entered in the commercial register. Money contributions are payments in the currency of the share capital and payments in freely convertible currencies that are different from that of the share capital. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0b.  Contributions in kindArt. 634 The items forming a contribution in kind shall satisfy the contribution requirement only if the following requirements are met:1. They may be entered as assets on the balance sheet.2. They may be transferred to the company’s assets.3. On the company being entered in the commercial register, the company immediately acquires ownership and may freely dispose of the items or, in the case of immovable property, receives an unconditional right to enter it in the land register.4. Their value may be realised by transfer to a third party. The contribution in kind must be agreed in writing. The contract must be done as a public deed if this is required for the transfer of the object. A single public deed is sufficient even if immovable property situated in two or more cantons constitutes the contribution in kind. The deed must be done by a notary at the seat of the company. The articles of association must indicate the items, their valuation and the name of the contributor and the shares that they have been issued and any other considerations provided by the company. The general meeting may repeal the related provisions of the articles of association after ten years.  Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Offset with a claimArt. 634a Shares may be paid up by offset with a claim. Offset with a claim shall also satisfy the contribution requirement if the claim is no longer covered by assets. The articles of association must indicate the amount of the claim being offset, the name of the shareholder and the shares that they have been issued. The general meeting may repeal the related provisions of the articles of association after ten years. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733: BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Subsequent contributionArt. 634b The board of directors shall determine the rules governing subsequent contributions in respect of shares that are not fully paid-up. Subsequent contributions may be made in money or in kind, by offset against a claim or by converting freely disposable equity capital. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Verification of capital contributionsa.  Statutory reportArt. 635The founder members shall draw up a written statutory report in which they give account of:1. the nature and condition of contributions in kind and the appropriateness of their valuation;2. the existence of debts and whether such debts may be set off;3. the reasons for and appropriateness of special privileges accorded to founder members or other persons. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Audit confirmationArt. 635aA licensed auditor shall verify the incorporation report and confirm in writing that it is complete and accurate. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). 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, 2004 3969).IV.  Special privilegesArt. 636If special privileges are granted on foundation to the founding members or other persons, the articles of association must indicate the names of the beneficiaries and the nature and value of the privilege granted. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 637–639 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).F.  Entry in the commercial registerI.  Company Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 640The company must be entered in the commercial register at the place where it has its seat.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, 2004 3969).II.  ...Art. 641 Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).III.  ...Art. 642Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  Acquisition of legal personalityI.  Time; Entry conditions not satisfied Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 643 The company acquires legal personality only through entry in the commercial register. It acquires legal personality thereby even if the conditions for such entry were in fact not satisfied. However, where the law or the articles of association were contravened in the foundation of the company such that the interests of creditors or shareholders were substantially jeopardised or harmed, at the request of those creditors or shareholders the court may order that the company be dissolved. ... The foregoing right of action prescribes if action is not brought within three months of publication in the Swiss Official Gazette of Commerce.Second sentence repealed 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), with effect from 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Nullity of shares issued before registration Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 644  Shares issued before the company is entered in the commercial register are void; obligations arising from the share subscription are unaffected thereby. A person issuing shares prior to such entry is liable for all resultant losses. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Obligations contracted prior to entryArt. 645 A person acting in the name of the company prior to entry in the commercial register is liable personally and jointly and severally for his actions. Where such obligations were incurred expressly in the name of the company to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are relieved of liability and only the company is liable.Art. 646 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).H.  Amendment of the articles of associationArt. 647The resolution adopted by the general meeting or the board of directors concerning an amendment of the articles of association must be done as a public deed and entered in the commercial register. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 648  and 649 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).I.  Increase and reduction in the share capitalI.  Ordinary capital increase1.  Resolution of the general meetingArt. 650 The general meeting may resolve to make an ordinary increase in share capital. The resolution of the general meeting 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 is to be increased;2. the number or, if applicable, the nominal value and type of newly issued shares and preferential rights pertaining to specific classes of shares;3. the issue price or the authority conferred on the board of directors to set the price, and the date on which the new shares entitle their holders to receive dividends;4. in the case of contributions in kind: their nature and value, the name of the contributor and the shares issued in return and any other considerations provided by the company;5. in the case of shares paid up by offset with a claim: the amount of the claim offset, the name of the creditor and the shares due to them;6. the conversion of freely disposable equity capital;7. the nature and value of special privileges and the names of the beneficiaries;8. any restriction on the transferability of new registered shares;9. any restrictions on or cancellation of the subscription right and the consequences if this right is not exercised or is withdrawn;10. the conditions to be met when exercising contractual subscription rights. An application to register the capital increase must be filed with the commercial register office within six months of the resolution of the general meeting, otherwise the resolution becomes invalid Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 651 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 651a Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Share subscription Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652 The shares are subscribed in a special document (subscription form) in accordance with the provisions governing the foundation of the company. The subscription form must make reference to the resolution of the general meeting concerning the share capital increase and the related resolution of the board of directors. Where the law requires a prospectus, the subscription form also refers to this. ... Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652a Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).3.  Subscription right and issue price Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652b Every shareholder is entitled to the proportion of the newly issued shares that corresponds to their existing participation.  A resolution by the general meeting to increase the share capital may restrict or cancel this subscription right only for good cause. In particular, the takeover of companies, parts of companies or equity interests and employee share ownership are deemed to be good cause. Where the company has granted a shareholder the right to subscribe to shares, it may not bar them from exercising such a right on the basis of a restriction on the transferability of registered shares laid down in the articles of association. No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the fixing of the issue price. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Making of contributions Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652cUnless the law provides otherwise, capital contributions must be made in accordance with the provisions governing the foundation of the company. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).5.  Increase from equity capital Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652d The share capital may also be increased through conversion of freely disposable equity capital. The equity capital used to meet the amount of the increase is shown:1. in the annual accounts as approved by the general meeting and audited by a licensed auditor; or 2. in an interim account audited by a licensed auditor, provided the balance sheet date at the time of the resolution of the general meeting is more than six months in the past. The articles of association must indicate that the capital increase was made by converting freely disposable equity capital. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Capital increase report Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652eThe board of directors shall draw up a written report in which it gives account of:1. the nature and condition of contributions in kind and the appropriateness of their valuation;2. the existence of debts and whether such debts may be set off;3. the free disposability of the equity capital thus converted;4. compliance with the resolution of the general meeting, in particular concerning restrictions on or cancellation of subscription rights and the allocation of subscription rights that have not been exercised or have been withdrawn;5. the reasons for and appropriateness of special privileges accorded to specific shareholders or other persons. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Audit confirmation Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652f A licensed auditor shall verify the capital increase report and confirm in writing that it is complete and accurate. No such audit confirmation is required where the capital contribution for the new share capital is made in money, the share capital increase is not for the purpose of funding an acquisition in kind and subscription rights are not restricted or cancelled. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).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, 2004 3969).8.  Amendment of articles of association and statements from the board of directorsArt. 652g Once the capital increase report and, where required, the audit confirmation are available, the board of directors shall amend the articles of association and declare that:1. all shares are validly subscribed for;2. the promised capital contributions correspond to the full issue price;3. the requirements prescribed by law, the articles of association and the resolution of the general meeting for making the contributions are met at the time of the declarations;4. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents;5. it has received the documents on which the capital increase is based. The resolution on the amendment of the articles of association and declarations must be done as public deeds. The notary must name each of the documents supporting the capital increase individually and confirm that the documents were presented to them. The supporting documents must be attached to the public deed. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).9.  Nullity of shares issued before registrationArt. 652hShares issued prior to entering the capital increase in the commercial register are void; the obligations arising from the share subscription remain effective. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Increase from contingent capital1.  General principleArt. 653 The general meeting resolve to create contingent capital by granting shareholders, creditors of bonds or similar debt instruments, employees, members of the board of directors of the company or another company in the group or third parties the right to subscribe for new shares (conversion and option rights). The share capital automatically increases whenever and to the extent that such conversion or option rights are exercised and the contribution obligations are discharged by payment or offsetting. The provisions on increasing the share capital from contingent capital also apply mutatis mutandis in the event that conversion and acquisition requirements are imposed. The foregoing paragraphs are subject to the regulations of the Banking Act of 8 November 1934 on reserve capital. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.02.  RestrictionsArt. 653a The nominal amount by which the share capital may be increased in this contingent manner must not exceed one-half of the share capital specified in the commercial register. The capital contribution must be at least equal to the nominal value. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Basis in articles of associationArt. 653b The articles of association must stipulate:1. the nominal value of the contingent capital;2. the number, nominal value and type of shares;3. the beneficiaries of conversion or option rights;4. any restriction or cancellation of the subscription right of existing shareholders, provided they are not allocated the option rights;5. preferential rights attached to specific classes of shares;6. the restrictions on the transferability of newly registered shares;7. the procedure for exercising the conversion or option rights and for waiving these rights. Where the bonds or similar debt instruments to which the conversion or option rights attach are not offered first to the shareholders for subscription, the articles of association must also stipulate:1. the conditions on which the conversion or option rights may be exercised;2. the basis on which the issue amount is to be calculated. Conversion or option rights granted before the provision of the articles of association concerning the contingent capital has been entered in the commercial register are void. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Protection of shareholdersArt. 653c If the shareholders are granted option rights in connection with contingent capital, the rules on the subscription right in the case of an ordinary capital increase apply mutatis mutandis. If bonds or similar debt instruments to which conversion or option rights attach are issued in connection with contingent capital, they must be offered first to the shareholders for subscription in proportion to the shareholders’ existing participations. This priority subscription right may be restricted or cancelled if: 1. there is good cause; or 2. the shares listed on a stock exchange and the bonds or similar debt instruments are issued subject to appropriate conditions. No one may gain an undue advantage or suffer an undue disadvantage as a result of the restriction or cancellation of the subscription right or the priority subscription right. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Protection of beneficiaries of conversion or option rightsArt. 653d Persons who have a conversion or option right may not be barred from exercising that right on account of restrictions on the transferability of registered shares, unless this possibility is reserved in the articles of association and the prospectus. Conversion or option rights may be adversely affected by a share capital increase, by the issue of new conversion or option rights, or in some other manner only if the conversion price is lowered or the beneficiaries are granted some other form of adequate compensation or if the shareholders suffer the same adverse effect. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Execution of capital increasea.  Exercise of rights; capital contributionArt. 653e The declaration on the exercise of the conversion or option rights shall refer to the provision of the articles of association concerning the contingent capital; where the law requires a prospectus, the declaration must refer to it. Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934 for the exclusive use of the company. The shareholder’s rights are established when the capital contribution is made. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0 Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Audit confirmationArt. 653f At the end of each financial year, a licensed audit expert shall verify whether the issue of the new shares was in conformity with the law, the articles of association and, if applicable, the prospectus. The external auditor shall confirm this in writing. The board of directors may order the audit to be conducted earlier. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Amendment of the articles of association and statements of the board of directorsArt. 653g On receipt of the audit confirmation, the board of directors shall amend the articles of association and declare:1. the number, nominal value and type of the newly issued shares;2. if applicable the preferential rights that pertain to individual classes of shares;3. the status of the share capital and of the contingent capital as at the end of the financial year or the date of the audit;4. that it has received the documents on which the capital increase is based. If the articles of association specify a capital band, the board of directors shall in amending the articles of association adjust the upper and lower limits of the capital band according to the extent of the capital increase, unless the capital is being increased on the basis of authorisation granted to the board of directors to increase the capital with contingent capital. The resolution on any amendment of the articles of association and the declarations must be done in a public deed. The notary must name the foundation documents individually and confirm that they have been laid before him or her. The supporting documents shall be attached to the public deed. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 653h Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  DeletionArt. 653i The board of directors may repeal or amend the relevant provision of the articles of association on the contingent capital if:1. the conversion or option rights have expired;2. no conversion or option rights were granted; or3. all or some of those entitled have decided not to exercise the conversion or option rights granted to them. The articles of association may only be amended if a licensed audit expert has confirmed the circumstances in writing. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Reducing the share capital1.  Ordinary capital reductiona.  PrinciplesArt. 653j The general meeting may pass a resolution on reducing the share capital. The board of directors shall prepare for and carry out the reduction. The capital may be reduced by reducing the nominal value or by cancelling shares. 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Securing claimsArt. 653k 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. The company must secure the creditors’ claims to 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. 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. If the audit confirmation is available, it may be presumed that there is no risk that the claim will not be met. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Interim accountArt. 653lIf 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Audit confirmationArt. 653m 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).e.  Resolution of the general meetingArt. 653nThe 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).f.  Amendment of the articles of association and declarations of the board of directors; Entry in the commercial registerArt. 653o 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. 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.  Funds released by capital reduction may only be paid out to shareholders after the capital reduction has been entered in the commercial register. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Capital reduction in the event of negative net worthArt. 653p 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 reduction on securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply. The resolution of the general meeting shall contain the information specified in Article 653n. It shall make reference to the result of the audit report and amend the articles of association. The resolution of the general meeting shall contain the information specified in Article 653n. It shall make reference to the result of the audit report and amend the articles of association. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Simultaneous reduction and increase in share capital a.  PrincipleArt. 653q 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 reduction on securing claims, the interim account, the audit confirmation and the declarations of the board of directors do not apply. However, the provisions relating to an ordinary capital increase apply mutatis mutandis. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Cancellation of sharesArt. 653r 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. When the share capital is increased again, the former shareholders have subscription rights that may not be withdrawn from them.  Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Capital band1.  AuthorisationArt. 653s 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. 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. 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Principles in the articles of associationArt. 653t 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. the number, 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 653b; 10. the authorisation of the board of directors to create participation capital. On expiry of its authorisation, the board of directors shall cancel the provisions governing the capital band in the articles of association. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Increasing and reducing the share capital within the capital bandArt. 653u The board of directors may, within the limits of its authority, increase and reduce the share capital.  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. 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. 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. Otherwise, the rules on an ordinary capital increase, a capital increase from contingent capital and a capital reduction apply mutatis mutandis. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Increase or reduction of the share capital by the general meetingArt. 653v 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 the board of directors’ authorisation, the resolution on the capital band shall lapse. The articles of association must be amended accordingly.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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Preference shares  Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 654 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. 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. 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.Art. 655 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  Status of preference shares Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 656 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. 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.J.  Participation certificatesI.  Definition; applicableregulations Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 656a 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. 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. The participation certificates must be designated as such. 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. The conversion of shares into participation certificates requires the consent of all the shareholders concerned. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Participation and share capitalArt. 656b 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. The provisions governing minimum capital do not apply. 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. The thresholds must be calculated separately for shareholders and participation certificate holders when:1. instigating a special investigation in 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 697j. 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. 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. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Legal status of the participation certificate holders1.  In generalArt. 656c Participation certificate holders have no right to vote and, unless otherwise provided by the articles of association, none of the rights associated therewith. Rights associated with the right to vote are the right to convene a general meeting, the right to attend such a meeting, the right to information, the right of inspection and the right to table agenda items and motions. Subject to the same requirements as the shareholder, the participation certificate holder has the right to instigate a special investigation. If the articles of association do not provide for any more far-reaching rights, the participation certificate holder may submit a written request for information, access to documents or the instigation of a special investigation to the general meeting. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Notice of and information on resolutions of general meetings Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 656d Whenever a general meeting is convened, notice must be given to participation certificate holders together with the agenda items and the motions tabled. Any participation certificate holder may request access to the minutes within the 30 days following the general meeting. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Representation on the board of directorsArt. 656eThe articles of association may grant participation certificate holders the right to have a representative on the board of directors. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).4.  Pecuniary rightsa.  In generalArt. 656f  The articles of association must not place participation certificate holders at a disadvantage as against shareholders in respect of the distribution of the disposable profit and the proceeds of liquidation and subscription to new shares. Where several classes of shares exist, the participation certificates must be treated as at least equivalent to the lowest ranking class of shares. Amendments to the articles of association and other resolutions of the general meeting that adversely affect the position of participation certificate holders are permitted only if they also adversely affect the position of the shareholders to whom the participation certificate holders are equal in status to the same degree. Unless otherwise provided by the articles of association, the preferential rights of participation certificate holders and their rights to participate in the company’s governance as laid down by the articles of association may be restricted or cancelled only with the consent of a special meeting of the participation certificate holders concerned and of the general meeting of all shareholders. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).b.  Subscription rightsArt. 656g Where participation capital is created, the shareholders have a subscription right as for the issue of new shares. The articles of association may provide that shareholders may subscribe only to shares and participation certificate holders only to participation certificates where the share capital and the participation capital are to be increased simultaneously in the same proportions. Where only the participation capital or only the share capital is to be increased or one is to be increased by a greater proportion, the subscription rights must be allocated so that shareholders and participation certificate holders may retain their relative participations in the overall capital. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).K.  Dividend rights certificates Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 657 The articles of association may provide for the creation of dividend rights certificates in favour of persons linked with the company by previous capital participation or by virtue of being shareholders, creditors, employees or similar. The articles of association must indicate the number of dividend rights certificates issued and the nature of the associated rights. Such dividend rights certificates entitle their holders only to a share in the disposable profit or the proceeds of liquidation or to subscribe to new shares. The dividend rights certificate must not have a nominal value; it must not be called a participation certificate or issued in exchange for a capital contribution stated as an asset in the balance sheet. By operation of law, the beneficiaries under dividend rights certificates form a community to which the provisions governing the community of bond creditors apply mutatis mutandis. However, a decision to waive some or all rights under dividend rights certificates is binding only if taken by the holders of a majority of all such certificates in circulation. Dividend rights certificates may be created in favour of the company’s founder members only by means of the original articles of association. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 658 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).L.  Own sharesI.  Requirements for and restrictions on acquisitionArt. 659 The company may acquire its own shares only where freely disposable equity capital is available at its acquisition value. The acquisition by a company of its own shares is limited to 10 per cent of the share capital specified in the commercial register. If the acquisition is connected with a restriction on transferability or an action for dissolution, the foregoing upper limit is 20 per cent. The shares that exceed the threshold of 10 per cent must be sold or cancelled by means of a capital reduction within two years. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Consequences of acquisitionArt. 659a If a company acquires its own shares, the right to vote and the rights associated therewith for these shares shall be suspended. The right to vote on the company’s own shares and the rights associated therewith shall also be suspended if the company transfers its own shares and it is agreed to take back or return the shares concerned. If the right to vote is exercised, even though it is suspended, the provisions governing unauthorised participation in the general meeting (Art. 691) apply. The company must indicate an amount equivalent to the cost of acquiring its own shares on its balance sheet as negative items in the equity capital (Art. 959a para. 2 no 3 let. e). Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Own shares in the groupArt. 659b If a company controls one or more undertakings (Art. 963), any acquisition of its shares by such an undertaking is subject to the same restrictions and has the same consequences as the acquisition of its own shares mutatis mutandis. The controlling company must show a separate amount equivalent to the acquisition value of these shares for the shares in accordance with paragraph 1 as statutory retained earnings.Section Two: Rights and Obligations of Shareholders Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).A.  Entitlement to a share of the profits and proceeds of liquidationI.  In generalArt. 660 Every shareholder is entitled to a pro rata share of the disposable profit to the extent that the distribution of such profit among the shareholders is provided for by law or the articles of association. On dissolution of the company, the shareholder is entitled to a pro rata share of the liquidation proceeds, unless otherwise provided by those articles of association that relate to the allocation of the assets of the dissolved company. The preferential rights attaching to specific classes of shares stipulated in the articles of association are reserved. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).II.  Calculation methodArt. 661Unless the articles of association provide otherwise, the share of the profits and the proceeds of liquidation are calculated in proportion to the amounts paid up on the share capital.Art. 662 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 662a Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663a and 663b  Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663b Inserted by No I of the FA of 7 Oct. 2005 (Transparency in relation to remuneration of members of the board of directors and the executive board) (AS 2006 2629; BBl 2004 4471). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 663c Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023  (AS 2020 4005; 2022 109; BBl 2017 399).Art. 663d–663h Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 664 and 665 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 665a Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 666 and 667 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 668 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 669 Repealed by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 670 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  ReservesI.  Statutory capital reserveArt. 671 The following shall be assigned to the statutory capital reserve:1. any share issue proceeds in excess of the nominal value and the issue costs;2. the amounts paid up on forfeited shares (Art. 681 para. 2) that have been retained, unless there is a shortfall on the shares newly issued in return;3. other contributions and advances made by holders of equity securities. The statutory capital reserve may be repaid to the shareholders if the statutory capital reserves and retained earnings, under deduction of any losses, exceed one half of the share capital specified in the commercial register. Companies whose primary purpose is to hold equity participations in other companies (holding companies) may repay the statutory capital reserve to the shareholders if the statutory capital reserves and retained earnings exceed 20 per cent of the share capital specified in the commercial register. The statutory retained earnings for the company’s own shares in the group (Art. 659b) and the statutory retained earnings from revaluations (Art. 725c) shall not be taken into consideration when calculating the limits in paragraphs 2 and 3.  Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 671a  and 671b Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Statutory retained earningsArt. 672 5 per cent of the annual profit shall be assigned to the statutory retained earnings. If there is a loss carried forward, it must be cleared before the profit is assigned to the reserve. The statutory retained earnings shall be increased until, when taken together with the statutory capital reserve, they reach one half of the share capital specified in the commercial register. Holding companies must increase the statutory retained earnings until, when taken with the statutory capital reserve, they reach 20 per cent of the share capital specified in the commercial register. Article 671 paragraphs 2, 3 and 4 applies mutatis mutandis to calculating and using the statutory retained earnings. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Voluntary retained earningsArt. 673 The general meeting may provide for the formation of voluntary retained earnings in the articles of association or by resolution. Voluntary retained earnings may only be formed if justified in order to ensure the long-term prosperity of the undertaking, taking account of the interests of all the shareholders. The general meeting may pass a resolution on using voluntary retained earnings, subject to the rules on offsetting losses. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Offsetting lossesArt. 674 Losses must be offset in the following order against:1. the profit carried forward;2. the voluntary retained earnings;3. the statutory retained earnings;4. the statutory capital reserve. Instead of being offset against the statutory retained earnings or the statutory capital reserve, remaining losses may also be carried forward in part or in their entirety to the next annual accounts. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Dividends, interest before commencement of operations and shares of profits paid to board membersI.  DividendsArt. 675 No interest may be paid on the share capital. Dividends may be paid only from the disposable profit and from reserves formed for this purpose. Dividends may only be fixed after the assignments have been made to the statutory retained earnings and the voluntary retained earnings. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Interim dividendsArt. 675a The general meeting may resolve to pay an interim dividend based on an interim account. The external auditor must review the interim account before the general meeting passes the resolution. No audit is required if the company is not required to have its annual accounts reviewed by an external auditor in a limited audit. The audit may be dispensed with if all the shareholders agree to paying the interim dividend and the creditors’ claims are not put at risk thereby. The provisions governing dividends apply (Art. 660 para. 1 and 3, 661, 671–674, 675 para. 2, 677, 678, 731 and 958e). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Interest before commencement of operations Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 676 The shareholders may be paid interest out of the investment account for the time required to prepare and build up the company prior to commencement of full operations. The articles of association must stipulate the latest time by which payment of such interest must cease. If the company is expanded by means of an issue of new shares, the resolution concerning the capital increase may provide for a specified amount of interest to be paid on the new shares from the investment account until a precisely defined date, which must be no later than the date on which the new operational facility commences operations.IV.  Shares of profits paid to board members Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 677Shares of the profit may be paid to members of the board of directors only out of the disposable profit and only after the allocation to the legal reserve has been made and a dividend of 5 per cent or a higher percentage laid down by the articles of association has been paid to the shareholders. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).E.  Repayment of benefitsI.  In generalArt. 678 Shareholders, members of the board of directors, persons involved in the company’s management activities and members of the board of advisors and their close associates are required to repay any dividends, shares of profits paid to board members, other shares of profits, remuneration, interest before commencement of operations, statutory capital reserves and retained earnings or other benefits that they have unduly taken. If the company accepts assets from such persons or if it enters into other forms of legal transaction with them, these persons shall be required to repay the assets concerned where there is an obvious discrepancy between the performance and the consideration. Article 64 applies. The claim for repayment is that of the company and the shareholder. The shareholder’s claim is for performance to the company. The general meeting may resolve that the company raise an action for repayment. They may delegate the conduct of the proceedings to the board of directors or a representative. In the event of the company’s bankruptcy, Article 757 applies mutatis mutandis. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  PrescriptionArt. 678a The claim for repayment is subject to a prescriptive period of three years from when the company or the shareholder became aware of the matter, or in any event ten years from the claim arising. This period is suspended during a procedure for ordering a special investigation and the conduct of that investigation. If the recipient has by their conduct committed a criminal offence, the claim for repayment prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute can no longer become time-barred because a first instance criminal judgment has been issued, the claim prescribes at the earliest three years after notice of the judgment is given. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Shares of profits paid to board members on insolvency Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 679 Where the company is declared insolvent, the members of the board of directors must return all shares of profits paid to board members received in the three years prior to commencement of insolvency proceedings, unless they can show that the conditions for payment of such shares of profits paid to board members set out in law and the articles of association were met; in particular, they must show that the payment was based on prudent accounting. ... Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Repealed by Annex of the FA of 21 June 2013, with effect from 1 Jan. 2014  (AS 2013 4111; BBl 2010 6455).F.  . Shareholder’s duty to contributeI.  ObjectArt. 680 A shareholder may not be required, even under the articles of association, to contribute more than the amount fixed for subscription of a share on issue. A shareholder does not have the right to reclaim the amount paid-up.II.  Consequences of default1.  By law and the articles of associationArt. 681 A shareholder who fails to pay in the issue amount for their share in good time is obliged to pay default interest. Further, the board of directors has the power to declare that the defaulting shareholder has forfeited their rights in respect of the share subscription and any part payments already made and that their shares are forfeited and to issue new ones in their place. Where the forfeited shares have already been issued and cannot be physically obtained, the declaration of forfeiture is published in the Swiss Official Gazette of Commerce and in the form provided for in the articles of association. The articles of association may also provide that a shareholder in default also be required to pay a contractual penalty. Term in accordance with No II 3 of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout the Code.2.  Call for performanceArt. 682 Where the board of directors intends to declare the defaulting shareholder in forfeit of his rights in respect of the share subscription or to require him to pay the contractual penalty provided for in the articles of association, it must make a call for payment in the Swiss Official Gazette of Commerce and in the form provided for by the articles of association and set a grace period for such payment of at least 30 days commencing on the date on which the last call was published. The shareholder may be declared in forfeit of his rights in respect of the share subscription or required to pay the contractual penalty only if he fails to make the required payment within such grace period. In the case of registered shares, such publication is replaced by a registered letter sent to each shareholder entered in the share register calling for payment and setting the grace period. In this case the grace period commences on receipt of the call for payment. The defaulting shareholder is liable to the company for the amount not covered by the contributions of the new shareholder. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  Issue and transfer of sharesI.  Bearer sharesArt. 683 Bearer shares may be issued only after the full nominal value has been paid up. Shares issued before the full nominal value is paid up are void. Claims for damages are reserved.II.  Registered sharesArt. 684 Unless otherwise provided by law or the articles of association, the company’s registered shares are transferable without restriction. Transfer by means of transaction may also be effected by handing over the endorsed share certificate to the acquirer. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).H.  Restricted transferabilityI.  Statutory restrictionArt. 685 Registered shares that have not yet been fully paid up may be transferred only with the consent of the company, unless they are acquired by inheritance, division of estate, matrimonial property law or compulsory execution. The company may withhold consent only if the solvency of the acquirer is in doubt and the security requested by the company is not furnished. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).II.  Restrictions under the articles of association1.  General principlesArt. 685a The articles of association may stipulate that registered shares may be transferred only with the consent of the company. This restriction also applies to establishment of a usufruct. If the company goes into liquidation, the restriction on transferability is cancelled. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  Unlisted registered sharesa.  Requirements for refusalArt. 685b The company may refuse to give such consent providing it states good cause cited in the articles of association or offers to acquire the shares from the party alienating them for the company’s own account, for the account of other shareholders or for the account of third parties at their real value at the time the request was made. Provisions governing the composition of the shareholder group which are designed to safeguard the pursuit of the company’s objects or its economic independence are deemed to constitute good cause. Further, the company may refuse entry in the share register where the acquirer fails to declare expressly that he has acquired the shares in his own name and for his own account. Where the shares were acquired by inheritance, division of estate, matrimonial property law or compulsory execution, the company may withhold its consent only if it offers to purchase the shares from the acquirer at their real value. The acquirer may request the court at the seat of the company to determine the real value. The costs of the valuation are borne by the company. Where the acquirer fails to decline such offer within a month of notification of the real value, it is deemed accepted. The articles of association may not impose more restrictive conditions on transferability. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).b.  EffectArt. 685c Where the consent required for transfer of shares is not given, the ownership of the shares and all attendant rights remain with the alienator. In the case of acquisition of shares by inheritance, division of estate, matrimonial property law or compulsory execution, ownership and the attendant pecuniary rights pass to the acquirer immediately, whereas the attendant participation rights pass to him only when the company has given its consent. Where the company fails to refuse the request for consent within three months of receipt or refuses it without just cause, consent is deemed to have been given. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).3.  Listed registered sharesa.  Requirements for refusalArt. 685d In the case of listed registered shares, the company may refuse to accept the acquirer as a shareholder only where the articles of association envisage a percentage limit on the registered shares for which an acquirer must be recognised as shareholder and such limit is exceeded. The company may also refuse to accept an acquirer if at the company’s request the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account, that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares. The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank. Where listed registered shares were acquired by inheritance, division of estate or matrimonial property law, entry of the acquirer may not be refused. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051).b.  Duty of notificationArt. 685eWhere listed registered shares are sold on a stock exchange, the selling bank must without delay notify the company of the name of the seller and the number of shares sold. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).c.  Transfer of rightsArt. 685f  Where listed registered shares are acquired on a stock exchange, the attendant rights pass to the acquirer on transfer. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company. Until such recognition of the acquirer by the company, he may not exercise the right to vote conferred by the shares or any other rights associated with that right to vote. The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights. Acquirers not yet recognised by the company are entered as shareholders without the right to vote in the share register once the rights have been transferred. The corresponding shares are deemed to be unrepresented at the general meeting. Where the company’s refusal is unlawful, the company must recognise the acquirer’s right to vote and the rights associated therewith from the date of the court judgment and pay the acquirer damages unless it can show that it was not at fault. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).d.  Time limit for refusalArt. 685gWhere the company fails to refuse the request for recognition within 20 days, the shareholder is deemed to have been recognised. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).4.  Share registera.  EntryArt. 686 The company keeps a share register of registered shares in which the names and addresses of the owners and usufructuaries are recorded. It must be kept in such a manner that it can be accessed at any time in Switzerland. Entry in the share register requires documentary proof that the share was acquired for ownership or of the reasons for the usufruct thereof. Companies whose shares are listed on a stock exchange shall ensure that the owners or usufructuaries may apply for entry in the share register electronically. The company must certify such entry on the share certificate. In relation to the company the shareholder or usufructuary is the person entered in the share register. The documents on which an entry is based must be retained for ten years following the deletion of the owner or usufructuary from the share register. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). 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; BBl 2014 605). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). 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; BBl 2014 605).b.  DeletionArt. 686aAfter hearing the parties involved the company may delete entries in the share register that resulted from false information supplied by the acquirer. The latter must be informed of the deletion immediately. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).5.  Registered shares not fully paid in Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 687 The acquirer of a registered share that is not fully paid up has an obligation to the company to pay up the remainder as soon as he is entered in the share register. Where the person who subscribed for the share alienates it, he may be sued for the amount not paid up if the company becomes insolvent within two years of its entry in the commercial register and his legal successor has forfeited his rights arising from the share. Where the seller is not the person who subscribed for the share, he is released from the duty to pay up as soon as the acquirer is entered in the share register. Until such time as registered shares are fully paid up, the amount of the nominal value paid up must be entered on each share certificate.III.  Interim certificatesArt. 688 Interim certificates made out to the bearer may be issued only for bearer shares whose the nominal value is fully paid up. Interim certificates made out to the bearer issued before the full nominal value is paid up are void. Claims for damages are reserved. Where interim certificates made out to the named holder are issued for bearer shares, they may be transferred only in accordance with the provisions governing assignment of claims, although their transfer does not take effect as against the company until it receives notice thereof. Interim certificates for registered shares must be made out to a named holder. The transfer of such interim certificates is subject to the provisions governing the transfer of registered shares.J.  Personal membership rightsI.  Teilnahme an the general meeting1.  General principleArt. 689 The shareholder exercises his rights in the company’s affairs, such as the appointment of the corporate bodies, approval of the annual report and resolutions concerning allocation of the profit, at the general meeting. ... Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Entitlement against the companyArt. 689a The membership rights conferred by registered shares may be exercised by any person authorised so to do by entry in the share register or a written power of attorney issued by the shareholder. The membership rights conferred by bearer shares may be exercised by any person who shows they are in possession of the shares by presenting them. Persons attending the general meeting must provide their name and address in order to exercise their right to vote. A person in possession of a bearer share as a result of pledge, bailment or loan may exercise the attendant membership rights only if authorised to do so by the shareholder in writing. The board of directors may permit other forms of entitlement against the company, unless the articles of association provide otherwise. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Representation of shareholdersa.  In generalArt. 689b Shareholders may have their participation rights, in particular their right to vote, exercised by a representative of their choice. The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange. If the company appoints an independent voting representative or a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions. The independence of the independent voting representative must not be compromised, whether in fact or in appearance. The rules on the independence of the external auditor in the case of the ordinary audit (Art. 728 para. 2–6) apply mutatis mutandis. Natural persons, legal entities or partnerships may be appointed as independent voting representatives. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Independent voting representative in companies whose shares are listed on a stock exchangeArt. 689c In companies whose shares are listed on a stock exchange, the general meeting shall appoint the independent voting representative. Their term of office ends with at the end of the next ordinary general meeting. Reappointment is possible. The general meeting may remove the independent voting representative at the end of the general meeting. If the general meeting has not appointed an independent voting representative, the board of directors shall appoint one for the next general meeting. The articles of association may have different rules to solve this organisational deficiency. The board of directors shall ensure that the shareholders are able in particular to:1. issue the independent voting representative with instructions on any motion relating to items on the agenda tabled in the notice convening the meeting;2. issue the independent voting representative with general instructions on unannounced motions relating to items on the agenda and on new items on the agenda in accordance with Article 704b. The independent voting representative shall treat the instructions from individual shareholders as confidential until the general meeting. They may provide the company with general information on the instructions received. They shall not provide the information earlier than three working days before the general meeting and must declare to the general meeting what information they have provided to the company. Authorisation for representation and instructions may only be issued for the forthcoming general meeting. They may also be issued electronically. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Independent voting representative and delegation of the voting right of corporate bodies in companies whose shares are not listed on a stock exchangeArt. 689d The articles of association of companies whose shares are not listed on a stock exchange may provide that a shareholder may only be represented by another shareholder at the general meeting. If the articles of association contain a provision to this effect, the board of directors must at the request of a shareholder designate an independent voting representative or a voting representative for a corporate body who may be instructed to exercise the participation rights. The board of directors must in this case inform the shareholders at the latest ten days before the general meeting whom they may instruct as their representative. If the board of directors fails to comply with this duty, a shareholder may be represented by any third party. The articles of association shall regulate the details for designating the representative. Article 689c paragraph 4 applies to the delegation of voting rights both to an independent voting representative and to a voting representative for corporate bodies. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Delegation of voting rights to custodian banks in companies whose shares are not listed on a stock exchangeArt. 689e In the case of a company whose shares are not listed on a stock exchange, any person who wishes to exercise the right to vote attached to shares deposited with them shall ask the depositors for voting instructions prior to every general meeting. Where the depositors’ instructions cannot be obtained in good time, the custodian exercises their right to vote in accordance with their general instructions; if they do not have any instructions, they shall abstain. Institutions subject to the Federal Act of 8 November 1934 on Banks and Savings Banks and financial institutions in accordance with the Financial Institutions Act of 15 June 2018 are deemed to be custodians acting as representatives. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0 SR 954.1e.  DisclosureArt. 689f  Independent voting representatives, voting representatives for a corporate body and custodians acting as voting representatives shall inform the company of the number, type, nominal value and class of the shares they represent. If they fail to do this, the resolutions of the general meeting become subject to challenge on the same conditions as apply to unauthorised participation in the general meeting (Art. 691). The chair shall give the general meeting aggregated information for each form of representation. If the chair fails to do so even though a shareholder has requested it, any shareholder may challenge the resolutions of the general meeting by bringing an action against the company. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Multiple beneficiaries Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 690 Where a share is owned collectively, the beneficiaries of the rights it confers may exercise such rights only through a joint representative. In the case of the usufruct of a share, such rights are represented by the usufructuary; the usufructuary is liable in damages to the owner for any failure to take due account of the latter’s interests when exercising them.II.  Unauthorised participationArt. 691 The lending of shares for the purpose of exercising the right to vote at a general meeting is forbidden if the intention in so doing is to circumvent a restriction on the right to vote. Members of the board of directors and the executive board are entitled to participate in the general meeting. Every shareholder is entitled to object to the board of directors or in the minutes of the general meeting against the participation of unauthorised persons. Where persons who are not authorised to participate in the general meeting participate in a decision on a resolution, any shareholder may challenge that resolution even if they have not raised an objection, unless the company can prove that their involvement exerted no influence on the decision made. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Voting rights at general meetings of shareholders1.  General principleArt. 692 The shareholders shall exercise their right to vote at general meetings of shareholders in proportion to the total nominal value of the shares belonging to them. Every shareholder has at least one vote, even if he holds only one share. However, the articles of association may impose restrictions on the number of votes cast by holders of multiple shares. ... Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Shares with privileged right to voteArt. 693 The articles of association may stipulate that the right to vote is determined regardless of nominal value by the number of shares belonging to each shareholder, such that each share confers one vote. In this case, shares with a lower nominal value than other shares of the same company may be issued only as registered shares and must be fully paid up. The nominal value of these other shares must not exceed ten times the nominal value of the voting shares. The allocation of right to vote according to number of shares does not apply to:1. the election of external auditors;2. the appointment of experts to audit the company’s business management or parts thereof;3. any resolution concerning the instigation of a special investigation;4. any resolution concerning the raising of a liability action. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).3.  Entitlement to exercise right to voteArt. 694The right to vote shall take effect as soon as the amount on the share determined by law or the articles of association is paid up.4.  Exclusion of right to voteArt. 695 In the case of resolutions concerning the discharge of the board of directors, persons who have participated in any manner in the management of the company’s business have no right to vote. ... Repealed 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), with effect from  1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 696 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Right to information and to inspect1.  Right to informationArt. 697 At the general meeting, any shareholder is entitled to information from the board of directors on the affairs of the company and information from the external auditors on the methods and results of their audit. In companies whose shares are not listed on a stock exchange, shareholders who together represent at least 10 per cent of the share capital or of the votes may request the board of directors in writing to provide information on company matters. The board of directors shall provide the information within four months. The answers of the board of directors shall also be made available for inspection by the shareholders at the latest at the next general meeting. The information must be provided insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Right to inspectArt. 697a The company ledgers and files may be inspected by shareholders who together represent at least 5 per cent of the share capital or of the votes. The board of directors shall permit inspection within four months of receiving the request. The shareholders may take notes. Inspection must be permitted insofar as it is required for the proper exercise of shareholders’ rights and provided no trade secrets or other company interests warranting protection are put at risk. Any refusal to provide information shall be justified in writing. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Refusal of the request for information or to inspectArt. 697bWhere information or inspection is wholly or partly refused or made impossible, the shareholders may within 30 days apply to the court for an order to provide the information or permit inspection. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Right to instigate a special investigation1.  With approval of the general meetingArt. 697c Any shareholder who has already exercised their right to information or to inspect may request the general meeting to have specific matters investigated by independent experts where this is necessary for the exercise of shareholders’ rights. Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days to appoint the experts to carry out the special investigation. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  If the motion is rejected by the general meetingArt. 697d Where the general meeting rejects the motion, shareholders may within three months request the court to order the special investigation, provided that together they 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 companies whose shares are not listed on a stock exchange: 10 per cent of the share capital or of the votes. The request to order a special investigation may extend to all issues that were the subject of the request for information or to inspect or that were addressed in the debate on the motion to conduct a special investigation at the general meeting, provided their answering is required in order for shareholders to exercise their rights. The court shall order the special investigation if the applicants make a prima facie case that the founder members or corporate bodies have violated the law or the articles of association and the violation is likely to harm the company or the shareholders. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Procedure before the courtArt. 697e The court shall decide after hearing the company and the shareholder who tabled the motion for a special investigation at the general meeting. If the court agrees to the request, it shall appoint the independent experts to conduct the special investigation and shall outline the subject matter of the investigation. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Conduct of the special investigationArt. 697f  The special investigation shall be conducted within a reasonable period of time and without unnecessary disruption of business operations. Founding members, corporate bodies, agents, employees, administrators and liquidators must provide the experts with information about any matters of significance. In cases of doubt, the court decides. The experts shall hear the company on the results of the special investigation. They are required to preserve confidentiality. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  ReportArt. 697g The experts shall report in writing and in detail about the result of their investigation. If the special investigation was ordered by the court, the experts shall submit their report to the court. The court shall make the report available to the company and shall at its request decide whether any passages in the report violate the company’s trade secrets or other interests warranting protection and therefore may not be presented to the applicants. It shall give the board of directors and the applicants the opportunity to respond to the content of the report, adapted as necessary, and to ask supplementary questions. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Procedure and publicationArt. 697h The board of directors shall make the experts’ report, the board’s response and that of the applicants available to the next general meeting. Any shareholder may at the company’s expense request a copy of the report and the responses to it from the company for one year following the general meeting. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Costs of the special investigationArt. 697h The company shall bear the costs of the special investigation. It shall also make any advance payments of costs due. Where justified by special circumstances, the court may order the applicants to bear some or all of the costs. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 697i 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; BBl 2014 605). Repealed 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, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).K.  Obligation of shareholder to give noticeI.  Notice of beneficial owner of sharesArt. 697j Any person who alone or by agreement with third parties acquires shares in a company whose participation rights are not listed on a stock exchange, and thus reaches or exceeds the threshold of 25 per cent of the share capital or right 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). If the shareholder is a legal entity or partnership, each natural person that controls the shareholder in analogous application of Article 963 paragraph 2 must be recorded as a beneficial owner. If there is no such person, the shareholder must give notice of this to the company. If the shareholder is a company whose participation rights are listed on a stock exchange, if the shareholder is controlled by such a company in accordance with Article 963 paragraph 2, or if the shareholder 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. The shareholder must give notice to the company within three months of any change to the first name or surname or to the address of the beneficial owner. The obligation to give notice does not apply if the shares are organised as intermediated securities and deposited with a custodian in Switzerland or entered in the main register. The company shall designate the custodian. 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; BBl 2014 605). 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; BBl 2019 279).Art. 697k 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; BBl 2014 605). Repealed 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, with effect from 1 May 2021 (AS 2019 3161; BBl 2019 279).II.  Register of beneficial ownersArt. 697l The company shall keep a register of the beneficial owners that have been notified to the company. This register shall contain the first name and surname and the address of the beneficial owners. The documents on which notice under Article 697j are based must be retained for ten years following the person’s deletion from the register. The register must be kept in such a way that it can be accessed in Switzerland at any time. 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; BBl 2014 605). 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 May 2021 (AS 2019 3161; BBl 2019 279).III.  Failure to comply with obligations to give notice 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 May 2021 (AS 2019 3161; BBl 2019 279).Art. 697m For as long as the shareholder fails to comply with their obligations to give notice, the membership rights conferred by the shares in respect of which notice of acquisition must be given shall be suspended. The shareholder may only exercise the property rights conferred by the shares if they have complied with their obligations to give notice. If the shareholder fails to comply with their obligations to give notice within one month of acquiring the shares, the property rights lapse. If they give notice at a later date, they may exercise the property rights arising from that date. The board of directors shall ensure that no shareholders exercise their rights while in breach of their obligations to give notice. 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; BBl 2014 605).L.  Arbitral tribunalArt. 697n 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. The procedure before the arbitral tribunal is governed by the provisions of Part 3 of the Civil Procedure Code; Chapter 12 of Federal Act of 18 December 1987 on Private International Law does not apply.  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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 272 SR 291Section Three Organisation of the Company Limited by SharesA.  The General MeetingI.  PowersArt. 698 The supreme governing body of a company limited by shares is the general meeting. It has the following inalienable powers:1. to determine and amend the articles of association;2. to elect the members of the board of directors and the external auditors;3. to approve the management report and the consolidated accounts;4. to approve the annual accounts and pass resolutions on the allocation of the disposable profit, and in particular to set the dividend and the shares of profits paid to board members;5. to determine the interim dividend and approve the interim account required therefor;6. to pass resolutions on repaying the statutory capital reserve;7. to discharge the members of the board of directors;8. to delist the equity securities of the company;9. to pass resolutions concerning the matters reserved to the general meeting by law or the articles of association. In companies whose shares are listed on a stock exchange, it has the following additional inalienable powers:1. to elect the chair of the board of directors;2. to elect the members of the remuneration committee;3. to elect the independent voting representatives;4. to vote on the remuneration of the board of directors, the executive board and the board of advisors. Amended by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Convening and conducting the general meeting1.  Method of convening the meetingArt. 699 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. The ordinary general meeting shall be held annually within six months of the end of the financial year. 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. 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. 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.  Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Notice of the annual reportArt. 699a 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Right to table agenda items and motionsArt. 699b 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.  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. 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. 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. At the general meeting, any shareholder may table motions in relation to the items on the agenda. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Content of the notice convening the meetingArt. 700 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. 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. 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. 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. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Universal meeting and consent to a motionArt. 701 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. 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. 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. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Venuea.  In generalArt. 701a The board of directors shall decide on the venue for the general meeting. No shareholder shall be unduly obstructed in exercising their rights in connection with the general meeting by the choice of venue. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Foreign venueArt. 701b 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Use of electronic meansa.  Exercise of shareholder rightsArt. 701cThe board of directors may provide that shareholders who are not present at the general meeting venue are able to exercise their rights electronically. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Virtual general meetingArt 701d 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. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023  (AS 2020 4005; 2022 109; BBl 2017 399).c.  Requirements for the use of electronic meansArt. 701e The board of directors shall regulate the use of electronic means. 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Technical problemsArt. 701f  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. Resolutions that the general meeting has passed before the technical problems arise remain valid. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Preparatory measures; minutesArt. 702 The board of directors shall take the measures required to determine who has the right to vote. 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. The minutes must be signed by the minute-taker and by the person chairing the general meeting. Any shareholder may request access to the minutes within 30 days following the general meeting. 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. Amended by No I of the FA of 4 Oct. 1991. in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).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 motionsArt. 702a 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. The board of directors may table motions on any item on the agenda. 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; BBl 2002 3148, 2004 3969). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Resolutions and elections1.  In generalArt. 703 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.  The articles of association may provide that in the event of a tie, the person chairing the meeting has the casting vote. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Important resolutionsArt. 704 A resolution by the general meeting requires at least two-thirds of the votes represented and a majority of the nominal value of shares represented for each of the following:1. any amendment of the company’s objects;2. the consolidation of shares, unless the consent of all the shareholders concerned is required;3. a capital increase from equity capital, in return for contributions in kind or by offset with a claim, and the granting of special privileges;4. the restriction or cancellation of the subscription right;5. the introduction of contingent capital, the introduction of a capital band or the creation of reserve capital in accordance with Article 12 of the Banking Act of 8 November 1934;6. the conversion of participation certificates into shares;7. any restriction on the transferability of registered shares;8. the introduction of shares with preferential right to vote;9. any change in the currency of the share capital;10. the introduction of a casting vote for the person chairing the general meeting;11. a provision of the articles of association on holding the general meeting abroad;12. the delisting of the equity securities of the company;13. the relocation of the seat of the company;14. the introduction of an arbitration clause in the articles of association;15. dispensing with the designation of an independent voting representative for conducting a virtual general meeting in the case of companies whose shares are not listed on a stock exchange;16. the dissolution of the company. Provisions of the articles of association which stipulate that larger majorities than those prescribed by law are required in order to make certain resolutions may themselves be introduced, amended or repealed only with the majority specified. Registered shareholders who did not vote in favour of a resolution to amend the company’s objects or to introduce shares with preferential right to vote are not bound by restrictions on the transferability of their shares imposed by the articles of association for the six months following publication of such resolutions in the Swiss Official Gazette of Commerce. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 (AS 1992 733; BBl 1983 II 745). SR 952.0 Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Conversion of bearer shares into registered sharesArt. 704aThe 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. 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; BBl 2014 605).4.  Notice the items on the agendaArt. 704bNo 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. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Right to remove Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 705 The general meeting may remove any persons that it has elected. The claims for compensation of persons thus dismissed are reserved. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VII.  Challenging resolutions of the general meeting1.  Right of action and grounds 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, 2004 3969).Art. 706 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. In particular, challenges may be brought against resolutions which1. 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.  ... A court judgment that annuls a resolution made by the general meeting is effective for and against all the shareholders. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  ProcedureArt. 706a The right to challenge shall lapse if the action is not brought within two months of the general meeting. Where the board of directors is the claimant, the court shall appoint a representative for the company. ... Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Repealed by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, with effect from 1 Jan. 2011 (AS 2010 1739; BBl 2006 7221).VIII.  Nullity 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, 2004 3969).Art. 706bIn particular, resolutions of the general meeting shall be void if they:1. remove or restrict the right to participate in the general meeting, the minimum right to vote, the right to take legal action or other shareholder rights that are mandatory in law;2. restrict the shareholders’ rights of control beyond the legally permissible degree, or3. disregard the basic structures of the company limited by shares or the provisions on capital protection. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).B.  The Board of Directors Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).I.  In general1.  Eligibility Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 707 The company’s board of directors comprises one or more members. ... Where a legal entity or commercial company holds an equity participation in the company, it is not eligible as such to serve as a member of the board of directors; however, its representative may be elected in its stead. 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, 2004 3969). Repealed 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), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 708 Repealed 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), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).2.  Representation of shareholder classes and groups 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, 2004 3969).Art. 709 Where two or more different classes of shares exist with regard to voting or property rights, the articles of association must stipulate that the shareholders of each different class of shares are entitled to elect at least one representative to the board of directors. The articles of association may contain special provisions to protect minorities or specific groups of shareholders. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).3.  Term of officeArt. 710 The term of office of members of the board of directors of companies whose shares are listed on a stock exchange shall end at the latest on conclusion of the next ordinary general meeting. Members are elected individually. In the case of companies whose shares are not listed on a stock exchange, the term of office amounts to three years, unless the articles of association provide otherwise; however, the term of office must not exceed six years. Members are elected individually, unless the articles of association provide otherwise or the person chairing the general meeting issues a different order with the consent of all the shareholders represented. Re-election is possible. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 711 Repealed 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), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Organisation1.  ChairArt. 712 In the case of companies whose shares are listed on a stock exchange, the general meeting shall elect one of the members of the board of directors to be chair. The chair’s term of office ends at the latest on conclusion of the next ordinary general meeting. In the case of companies whose shares are not listed on a stock exchange, the board of directors shall elect one of its members to be chair. The articles of association may stipulate that the chair be elected by the general meeting. Re-election is possible. If the office of chair becomes vacant, the board of directors shall appoint a new chair for the remaining term of office. The articles of association may provide for different rules on remedying this organisational deficiency. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  ResolutionsArt. 713 Resolutions of the board of directors are passed by a majority of the votes cast. The chairman has a casting vote, unless the articles of association provide otherwise. The board of directors may pass its resolutions:1. at a meeting that has a physical venue;2. by using electronic means, applying Articles 701c–701e mutatis mutandis;3. in writing on paper or electronically, unless a member requests that it be debated orally. If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing. Minutes shall be kept of the board’s discussions and resolutions; these shall be signed by the chair and by the minute-taker. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Void resolutionsArt. 714The grounds for the nullity of resolutions by the general meeting apply mutatis mutandis to resolutions by the board of directors. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).4.  Right to convene meetingsArt. 715Any member of the board of directors may request that the chair convene a meeting without delay, but must state the reasons for his request. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).5.  Right to information and of inspectionArt. 715a Any member of the board of directors may request information on any company business. At meetings, all members of the board of directors and all persons entrusted with managing the company’s business are obliged to give information. Outside meetings, any member may request information from the persons entrusted with managing the company’s business concerning the company’s business performance and, with the chair’s authorisation, specific transactions. Where required for the performance of their duties, any member may request the chair to have books of account and documents made available to them for inspection. If the chair refuses a request for information, a request to be heard or an application to inspect documents, the board of directors shall rule on the matter. Rulings or resolutions of the board of directors conferring on the directors more extensive rights to obtain information or inspect documents are reserved. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).III.  Duties1.  In generalArt. 716 The board of directors may pass resolutions on all matters not reserved to the general meeting by law or the articles of association. The board of directors shall manage the business of the company, unless responsibility for such management has been delegated. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  Non-transferable dutiesArt. 716a The board of directors shall have the following non-transferable and inalienable duties:1. the overall management of the company and issuing the required directives;2. determining the company’s organisation;3. organising the accounting, financial control and financial planning systems as required for management of the company;4. appointing and dismissing persons entrusted with managing and representing the company;5. overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and directives;6. compiling the annual report, preparing for the general meeting and implementing its resolutions;7. filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted;8. in the case of companies whose shares are listed on a stock exchange: preparing the remuneration report. The board of directors may assign responsibility for preparing and implementing its resolutions or monitoring transactions to committees or individual members. It must ensure appropriate reporting to its members. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; AS 1974 1051). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Delegation of business managementArt. 716b Unless the articles of association provide otherwise, the board of directors may delegate the management of all or part of the company’s business in accordance with organisational regulations to individual members or third parties (executive board). In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities. The organisational regulations shall regulate the management of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting.  On request, the board of directors shall issue information in writing or electronically concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting protection. Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Duty of care and loyalty1.  In general Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 717 The members of the board of directors and third parties engaged in managing the company’s business must perform their duties with all due diligence and safeguard the interests of the company in good faith. They must afford the shareholders equal treatment in like circumstances. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  Conflicts of interestArt. 717a The members of the board of directors and the executive board shall inform the board of directors immediately and comprehensively of any conflicts of interest affecting them. The board of directors shall take the measures required to safeguard the company’s interests. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Representation1.  In generalArt. 718 The board of directors shall represent the company externally. Unless the articles of association or the organisational regulations stipulate otherwise, every member shall have the authority to represent the company. The board of directors may delegate the task of representation to one or more members (managing directors) or third parties (executive officers). At least one member of the board of directors must be authorised to represent the company.The company must be able to be represented by one person who is resident in Switzerland. This person must be a member of the board of directors or an executive officer. They must have access to the share register and to the register under Article 697l, unless this register is kept by a financial intermediary. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). 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; BBl 2002 3148, 2004 3969). Amended 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, in force since 1 July 2015 (AS 2015 1389; BBl 2014 605).2.  Scope and restrictionArt. 718a The persons with authority to represent the company may carry out any legal acts on behalf of the company that are consistent with the company’s objects. Any restriction of such authority shall have no effect against bona fide third parties; any provisions governing exclusive representation of the principal place of business or a branch office or governing joint representation of the company that are entered in the commercial register are exceptions to this rule. Inserted by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733, BBl 1983 II 745).3.  Contracts between the company and its representativeArt. 718bIf the company is represented in the conclusion of a contract by the person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the company's goods or services does not exceed 1,000 francs. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). 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, 2004 3969).4.  Signatures 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, 2004 3969).Art. 719The persons with authority to represent the company must sign by appending their signature to the business name of the company.Art. 720 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Registered attorneys and commercial agents Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 721The board of directors may appoint registered attorneys and other commercial agents. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).VI.  Directors’ and officers’ liability Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 722The company shall be liable for any loss or damage caused by unauthorised acts carried out in the exercise of its business activities by a person authorised to manage or represent the company. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 723–724 Repealed by No I of the FA of 4 Oct. 1991, with effect from 1 July 1992  (AS 1992 733; BBl 1983 II 745).VII.  Imminent insolvency, loss of capital and overindebtedness1.  Imminent InsolvencyArt. 725 The board of directors shall monitor the solvency of the company. If the company is threatened with insolvency, the board of directors shall take measures to ensure its solvency. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. It shall, if necessary, apply for a debt restructuring moratorium. The board of directors shall act with the required urgency. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Capital lossArt. 725a If the most recent annual accounts indicate that the assets less the liabilities no longer cover half of the sum of the share capital, the statutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. If the company does not have an external auditor, the most recent annual accounts must also undergo a limited audit by a licensed auditor before their approval by the general meeting. The board of directors shall appoint the licensed auditor. The audit requirement in paragraph 2 does not apply if the board of directors applies for a debt restructuring moratorium. The board of directors and the external auditor or the licensed auditor shall act with the required urgency. Inserted by No I of the FA of 4 Oct. 1991 (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.OverindebtednessArt. 725b If there is justified concern that the company’s liabilities are no longer covered by its assets, the board of directors shall immediately prepare an interim account at going concern values and sale values. An interim account at sale values is not required if it is assumed that the company will continue to operate and the interim account at going concern values does not indicate overindebtedness. If it is assumed that the company will not continue to operate, an interim account at sale values is sufficient. The board of directors shall have the interim accounts audited by the external auditor or if there is no external auditor, by a licensed auditor; it shall appoint the licensed auditor. If the company is overindebted according to the two interim accounts, the board of directors shall notify the court. The court shall open bankruptcy proceedings or proceed in accordance with Article 173a of the Federal Act of 11 April 1889 on Debt Enforcement and Bankruptcy. Notification of the court is not required:1. if the company’s creditors subordinate their claims to those of all other company creditors to the extent of the overindebtedness, provided the subordination of the amount due and the interest claims apply for the duration of the overindebtedness; or2. provided there is a reasonable prospect that the overindebtedness can be remedied within a reasonable period, but no later than 90 days after submission of the audited interim accounts, and that the claims of the creditors are not additionally jeopardised. If the company does not have an external auditor, the licensed auditor must comply with the reporting duties of the external auditor conducting a limited audit. The board of directors and the external auditor or the licensed auditor shall act with the required urgency. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 281.14.  Revaluation of immovable property and participationsArt. 725c In order to remedy a loss of capital in accordance with Article 725a or overindebtedness in accordance with Article 725b, immovable property and participations whose true value has exceeded their acquisition or production costs may be revalued at a maximum of the true value. The amount of the revaluation shall be shown separately under the statutory retained earnings as the revaluation reserve. Revaluation is permitted only if the external auditor or, if there is no external auditor, a licensed auditor confirms in writing that the statutory provisions have been complied with. The revaluation reserve may only be dissolved by conversion into share or participation capital and by valuation adjustment or sale of the revalued assets. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VIII.  Dismissal and suspension Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 726 The board of directors may dismiss committees, managing directors, executive officers, registered attorneys and other commercial agents that it has appointed at any time. The registered attorneys and commercial agents appointed by the general meeting may be suspended from their duties at any time by the board of directors, providing a general meeting is convened immediately. Claims for compensation by persons dismissed or suspended are reserved.C. External AuditorsAmended by No I 1 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, 2004 3969)..I.  Audit requirement1.  Ordinary auditArt. 727 The following companies must have their annual accounts and if applicable their consolidated accounts reviewed by an external auditor in an ordinary audit:1. Publicly traded companies; these are companies that:a. have equity securities listed on a stock exchange,b. have bonds outstanding,c. contribute at least 20 per cent of the assets or of the turnover to the consolidated accounts of a company in terms of letter a or b;2. Companies that exceed two of the following thresholds in two successive financial years:a. a balance sheet total of 20 million francs,b. sales revenue of 40 million francs,c. 250 full-time positions on annual average;3. Companies that are required to prepare consolidated accounts. If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 2, the exchange rate as at the balance sheet date shall be applied for the balance sheet total and the annual average exchange rate for the sales revenue. An ordinary audit must be carried out if shareholders who represent at least 10 per cent of the share capital so request. If the law does not require an ordinary audit of the annual accounts, the articles of association may provide or the general meeting may decide that the annual accounts be subjected to an ordinary audit. Amended by No I of the FA of 17 June 2011 (Auditing Law), in force since 1 Jan. 2012 (AS 2011 5863; BBl 2008 1589). See also the Transitional provision below relating to this amendment. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Limited auditArt. 727a If the requirements for an ordinary audit are not met, the company must have its annual accounts reviewed by an external auditor in a limited audit. With the consent of all the shareholders, a limited audit may be dispensed with if the company does not have more than ten full-time employees on annual average. The board of directors may request the shareholders in writing for their consent. It may set a period of at least 20 days for reply and give notice that failure to reply will be regarded as consent. If the shareholders have dispensed with a limited audit, this also applies for subsequent years. Any shareholder has however the right, at the latest 10 days before the general meeting, to request a limited audit. In such an event, the general meeting must appoint the external auditor. The board of directors shall amend the articles of association to the extent required and apply to the commercial register for the deletion or the registration of the external auditor.II.  Requirements for the external auditor1.  In an ordinary auditArt. 727b Publicly traded companies must appoint as an external auditor an audit company under state oversight in terms of the Auditor Oversight Act of 16 December 2005. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor or a licensed audit expert to be carried out by a state supervised audit company. Other companies that are required to have an ordinary audit must appoint as external auditor a licensed audit expert in terms of the Auditor Oversight Act of 16 December 2005. They must also arrange for audits that must be carried out in terms of the statutory provisions by a licensed auditor to be carried out by a licensed audit expert. SR 221.3022.  In a limited auditArt. 727cCompanies that are required to have a limited audit must appoint as external auditor a licensed auditor in terms of the Auditor Oversight Act of 16 December 2005. SR 221.302III.  Ordinary audit1.  Independence of the external auditorArt. 728 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected. The following are in particular not compatible with independence:1. membership of the board of directors, any other decision-making function in the company or any employment relationship with it;2. a direct or significant indirect participation in the share capital or a substantial claim against or debt due to the company;3. a close relationship between the person managing the audit and a member of the board of directors, another person in a decision-making function, or a major shareholder;4. the involvement in the accounting or the provision of any other services which give rise to a risk that the external auditor will have to review its own work;5. the assumption of a duty that leads to economic dependence;6. the conclusion of a contract on non-market conditions or of a contract that establishes an interest on the part of the external auditor in the result of the audit;7. the acceptance of valuable gifts or of special privileges. The provisions on independence apply to all persons involved in the audit. If the external auditor is a partnership or a legal entity, then the provisions on independence also apply to the members of the supreme management or administrative body and to other persons with a decision-making function. Employees of the external auditor that are not involved in the audit may not be members of the board of directors or exercise any other decision-making function in the company being audited. There is no independence if persons who do not meet the requirements of independence are closely associated with the external auditor, persons involved in the audit, the members of the supreme management or administrative bodies or others persons with a decision-making function. The provisions on independence also apply to undertakings controlled by the company or the external auditor or that control the company or the external auditor. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Duties of the external auditora.  Object and extent of the auditArt. 728a The external auditor shall examine whether:1. the annual accounts and, if applicable, the consolidated accounts comply with the statutory provisions, the articles of association and the chosen set of financial reporting standards;2. the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit complies with the statutory provisions and the articles of association;3. there is an internal system of control;4. in the case of companies whose shares are listed on a stock exchange, the remuneration report complies with the statutory rules and the articles of association. The external auditor takes account of the internal system of control when carrying out the audit and in determining the extent of the audit. The management of the board of directors is not the subject matter of the audit carried out by the external auditor. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Audit reportArt. 728b The external auditor provides the board of directors with a comprehensive report with conclusions on the financial reporting, the internal system of control as well as the conduct and the result of the audit. The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:1. an assessment on the result of the audit;2. information on independence;3. information on the person who managed the audit and on his specialist qualifications;4. a recommendation on whether the annual accounts and the consolidated accounts should be approved or rejected with or without qualification. Both reports must be signed by the person who managed the audit.c.  Duties to notifyArt. 728c If the external auditor finds that there have been infringements of the law, the articles of association or the organisational regulations, it shall give notice of this to the board of directors in writing. In addition, it informs the general meeting of any infringements of the law or the articles of association, if:1. these are material; or2. the board of directors fails to take any appropriate measures on the basis of written notice given by the external auditor. If the company is clearly overindebted and the board of directors fails to notify the court of this, then the external auditor will notify the court.IV.  Limited audit1.  Independence of the external auditor Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 729 The external auditor must be independent and form its audit opinion objectively. Its true or apparent independence must not be adversely affected. Involvement in the accounting and the provision of other services for the company being audited are permitted. In the event that the risk of auditing its own work arises, a reliable audit must be ensured by means of suitable organisational and staffing measures.2.  Duties of the external auditora.  Object and extent of the auditArt. 729a The external auditor examines whether there are circumstances that indicate that:1. the annual accounts do not comply with the statutory provisions or the articles of association;2. the motion made by the board of directors to the general meeting on the allocation of the balance sheet profit does not comply with the statutory provisions and the articles of association. The audit shall be limited to conducting interviews, analytical audit activities and appropriate detailed inspections. The management of the board of directors is not the subject matter of the audit carried out by the external auditor.b.  Audit reportArt. 729b The external auditor provides the general meeting with a summary report in writing on the result of the audit. This report contains:1. a reference to the limited nature of the audit;2. an assessment on the result of the audit;3. information on independence and, if applicable, on participation in accounting and other services provided to the company being audited;4. information on the person who managed the audit, and on his specialist qualifications. The report must be signed by the person who managed the audit.c.  Duty to notifyArt. 729cIf the company is obviously overindebted and the board of directors fails to notify the court, then the external auditor will notify the court.V.  Common provisions1.  Appointment of the external auditorArt. 730 The general meeting shall appoint the external auditor. One or more natural persons or legal entities or partnerships may be appointed. Public audit offices or their employees may also be appointed as external auditor provided they meet the requirements of this Code. The provisions on independence apply mutatis mutandis. At least one member of the external auditor must be resident in Switzerland, or have its registered office or a registered branch office in Switzerland.2.  Term of office of the external auditorArt. 730a The external auditor shall be appointed for a period of one up to three financial years. Its term of office ends on the adoption of the annual accounts for the final year. Re-appointment is possible. In the case of an ordinary audit, the person who manages the audit may exercise his mandate for seven years at the most. He may only accept the same mandate again after an interruption of three years. If an external auditor resigns, it must notify the board of directors of the reasons; the board of directors informs the next general meeting of these reasons. The general meeting may only remove the external auditor for good cause. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Information and confidentialityArt. 730b The board of directors shall provide the external auditor with all the documents and information that it requires, in writing if so requested. The external auditor shall safeguard the business secrets of the company in its assessments, unless it is required by law to disclose such information. In its reports, in submitting notices and in providing information to the general meeting, it safeguards the business secrets of the company.4.  Documentation and retentionArt. 730c The external auditor must document all audit services and keep audit reports and any other essential documents for at least ten years. It must ensure that electronic data can be made readable for the same period. The documents must make it possible to confirm compliance with the statutory provisions in an efficient manner.5.  Approval of the accounts and allocation of profitsArt. 731 In companies that are required to have their annual accounts and, if applicable, their consolidated accounts reviewed by an external auditor, the audit report must be submitted before the annual accounts and the consolidated accounts are approved at the general meeting and a resolution is passed on the allocation of the balance sheet profit. If an ordinary audit is carried out, the external auditor must be present at the general meeting. The general meeting may waive the presence of the external auditor by unanimous resolution. If the required audit report is not submitted, the resolutions on the approval of the annual accounts and the consolidated accounts and on the allocation of the balance sheet profit are null and void. If the provisions on the presence of the external auditor are infringed, these resolutions may be challenged.6.  Special provisionsArt. 731a The articles of association and the general meeting may specify details on the organisation of the external auditor in more detail and expand its range of duties. The external auditor may not be assigned duties of the board of directors, or duties that adversely affect its independence. The general meeting may appoint experts to audit the management or individual aspects thereof.D. Defects in the Organisation of the CompanyInserted 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, 2004 3969).Art. 731b Any shareholder or creditor may request the court to take the required measures if a company has any of the following organisational defects:1. The company lacks any of the required corporate bodies.2. A required corporate body is not composed correctly.3. The company is not keeping the share register or the register of its reported beneficial owners in accordance with the regulations.4. The company has issued bearer shares without having equity securities listed on a stock exchange or organising the bearer shares as intermediated securities.5. The company is no longer legally domiciled at its seat.The court may in particular:1. allow the company a period of time, under threat of its dissolution, within which to re-establish the lawful situation;2. appoint the required corporate body or an administrator;3. dissolve the company and order its liquidation according to the regulations on insolvency proceedings. If the court appoints the required corporate body or an administrator, it determines the duration for which the appointment is valid. It shall requires the company to bear the costs and to make an advance payment to the appointed persons. If there is good cause, the company may request the court to remove the persons the court has appointed. The liquidators appointed to liquidate the company under the bankruptcy provisions shall notify the court as soon as they establish overindebtedness; the court opens the bankruptcy proceedings. Amended by No II of the FA of 21 June 2019 on Implementing the Recommendations of the Global Forum on Transparency and Exchange of Information for Tax Purposes, in force since 1 Jan. 2021, No 4 in force from 1 May 2021  (AS 2019 3161, 2020 957; BBl 2019 279). Inserted 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; BBl 2019 279).  Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since  1 Jan. 2021 (AS 2020 957; BBl 2015 3617).Section Four: Remuneration in Companies whose Shares are Listed on a Stock Exchange Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023, Art. 734f in force since 1 Jan. 2021 (AS 2020 4005; 2022 109; BBl 2017 399).A.  Scope of applicationArt. 732 The provisions of this section apply to companies whose shares are listed on a stock exchange. Other companies may provide in their articles of association that they apply this section in full or in part.Art. 732aRepealedB.  Remuneration committeeArt. 733 The general meeting shall elect the members of the remuneration committee individually. Only members of the board of directors may be elected. The term of office ends on conclusion of the next ordinary general meeting. Re-election is possible. If there are any vacancies on the remuneration committee, the board of directors shall appoint the members required for the remaining term of office. The articles of association may provide for other rules on remedying this organisational deficiency. The articles of association shall regulate the principles on the duties and responsibilities of the remuneration committee.C.  Remuneration reportI.  In generalArt. 734 The board of directors shall prepare a written remuneration report each year. The provisions of the thirty-second title on the principles of proper financial reporting, the presentation, currency and language and the keeping and retention of the company ledgers apply mutatis mutandis to the remuneration report. The provisions governing notice and publication of the annual report apply mutatis mutandis to notice and publication of the remuneration report.II.  Remuneration of the board of directors, the executive board and the board of advisorsArt. 734a The remuneration report shall specify all the remuneration that the company has paid directly or indirectly to:1. current members of the board of directors;2. current members of the executive board;3. current members of the board of advisors;4. former members of the board of directors, the executive board or the board of advisors, provided they are connected with their former activity as a corporate body of the company; the foregoing does not apply to occupational pension benefits. In particular, the following are deemed to be remuneration:1. fees, salaries, bonuses and account credits;2. shares of profits paid to board members and commissions, participation in turnover and other forms of participation in the business results;3. services and benefits in kind;4. the allocation of equity securities, and conversion and option rights;5. joining bonuses;6. guarantee and pledge commitments and other collateral commitments;7. waivers of claims;8. expenditures giving rise to or increasing occupational benefit entitlements;9. all payments and benefits for additional work;10.  compensation connected with the prohibition of competition. The details of the remuneration shall include:1. the amount for the board of directors as a whole and the amount for each member, specifying the name and function of the member concerned;2. the amount for the executive board as a whole and the highest amount for each member, specifying the name and function of the member concerned;3. the amount for the board of advisors as a whole and the amount for each member, specifying the name and function of the member concerned;4. if applicable the names and functions of the members of the executive board to whom additional amounts have been paid.III.  Loans and credit facilities for the board of directors, the executive board and the board of advisorsArt. 734b The remuneration report shall specify:1. loans and credit facilities granted to the current members of the board of directors, executive board and board of advisors that are still outstanding;2. loans and credit facilities granted to former members of the board of directors, executive board and board of advisors that were granted on conditions other than the customary market conditions and are still outstanding. Article 734a paragraph 3 applies mutatis mutandis to the information on loans and credit facilities.IV.  Remuneration, loans and credit facilities granted to close associatesArt. 734c The following shall be shown separately in the remuneration report:1. the remuneration that the company has paid directly or indirectly on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors;2. the loans and credit facilities granted on conditions other than the customary market conditions to persons closely associated with current or former members of the board of directors, the executive board or the board of advisors which are still outstanding. The names of the close associates need not be provided. The rules on information on the remuneration of, and loans and credit facilities granted to members of the board of directors, the executive board and the board of advisors otherwise apply.V.  Participation rights and options on such rights Art. 734dThe remuneration report must indicate the participation rights in the company and the options on such rights of each current member of the board of directors, the executive board and the board of advisors including the member’s close associates, as well as providing the name and function of the member concerned.VI.  Activities in other undertakingsArt. 734e The remuneration report shall specify the functions of the members of the board of directors, the executive board and the board of advisors in other undertakings in accordance with Article 626 paragraph 2 number 1. The details shall include the name of the member and of the undertaking and the function exercised.VII.  Gender representation of on the board of directors and in the executive boardArt. 734fUnless each gender makes up at least 30 per cent of the board of directors and 20 per cent of the executive board, the following must be indicated in the remuneration report of companies that exceed the thresholds in Article 727 paragraph 1 number 2:1. the reasons why genders are not represented as required; and2. the measures being taken to increase representation of the less well represented gender.See also Art. 4 of the transitional provision to the Amendment of 19.06.2020 at the end of the text.D.  Voting in the general meetingI.  RemunerationArt. 735 The general meeting shall vote on the remuneration that the board of directors, the executive board and the board of advisors directly or indirectly receive from the company. The articles of association shall regulate the details of the vote. They may regulate the procedure in the event that the general meeting does not agree to the remuneration. The following rules must be observed:1. The general meeting shall vote annually on the remuneration.2. The general meeting shall vote separately on the total amount for the remuneration of the board of directors, the executive board and the board of advisors.3. The vote of the general meeting is binding.4. If variable remuneration is voted on prospectively, the remuneration report must be submitted to the general meeting for an advisory vote.II.  Additional amount for the executive boardArt. 735a In the event that the general meeting votes prospectively on the remuneration of the executive board, the articles of association may provide for an additional amount for the remuneration of persons newly appointed as members of the executive board after the vote. The additional amount may only be used if the total amount of remuneration for the executive board agreed by the general meeting is not sufficient to remunerate the new members until the next vote of the general meeting. The general meeting does not vote on the additional amount used.E.  Term of contractsArt. 735b The term of the contracts governing the remuneration of the members of the board of directors may not exceed their term of office. The term of limited contracts and the notice of termination for unlimited contracts that govern the remuneration of the members of the executive board and the board of advisors may amount to a maximum of one year.F.  Remuneration that is not permittedI.  In the companyArt. 735cThe following remuneration for current and former members of the board of directors, the executive board and the board of advisors or for their close associates is not permitted:1. severance payments that are contractually agreed or provided for in the articles of association; remuneration that is due until the termination of the contracts does not constitute a severance payment;2. compensation related to a ban on competition that exceeds the average remuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds;3. remuneration paid on conditions other than the customary market conditions connected with a previous activity as a corporate body of the company;4. joining bonuses that do not compensate for a verifiable financial disadvantage;5. remuneration paid in advance;6. commission paid for taking over or transferring undertakings or parts thereof;7. loans, credit facilities, pension benefits other than occupational pensions and performance-related remuneration not provided for in principle in the articles of association;8. the allocation of equity securities or conversion and option rights not provided for in principle in the articles of association.II.  In the groupArt. 735dRemuneration for members of the board of directors, the executive board and the board of advisors or their close associates for activities in undertakings controlled by the company is not permitted, provided the remuneration:1. would not be permitted if it were paid directly by the company;2. is not provided for in the articles of association of the company; or3. has not been approved by the general meeting of the company.Section Five:  Dissolution of a Company Limited by SharesA.  Dissolution in generalI.  GroundsArt. 736 The company shall be dissolved:1. in accordance with the articles of association;2. by resolution of the general meeting, to be recorded in a public deed;3. by the commencement of insolvency proceedings;4. by court judgment if shareholders together representing at least ten per cent of the share capital or the votes request its dissolution for good cause;5. in the other cases envisaged by law. In the case of an action for dissolution for good cause, instead of dissolution, the court may order another appropriate solution that is acceptable to those concerned. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Entry in the commercial registerArt. 737 The dissolution of a company must be entered in the commercial register. Notice of dissolution by court judgment must be given by the court to the commercial register office immediately. Notice of dissolution on other grounds must be given by the company to the commercial register office. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  ConsequencesArt. 738The dissolved company shall enter into liquidation, except in cases involving a merger, a split or the transfer of its assets to a public sector corporation. Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).B.  Dissolution with liquidationI.  Consequences of liquidation. powersArt. 739 A company entering into liquidation shall retain its legal personality and its existing business name, albeit with the words “in liquidation” appended to it, until such time as its assets have been distributed among the shareholders. As of the company’s entry into liquidation, the powers of its corporate bodies shall be limited to such actions as are necessary to carry out the liquidation but which by their nature may not be performed by the liquidators.II.  Appointment and dismissal of the liquidators1.  Appointment Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).Art. 740 The liquidation shall be carried out by the board of directors, unless the articles of association or a resolution by the general meeting delegate it to other persons. The board of directors shall notify the liquidators for entry in the commercial register, even where the liquidation is carried out by the board of directors. At least one of the liquidators must be resident in Switzerland and authorised to represent the company. Where the company is dissolved by court judgment, the court shall appoint the liquidators.  In the event of insolvency, the insolvency administrators shall carry out the liquidation in accordance with the provisions of insolvency law. The corporate bodies of the company shall retain their authority to represent the company only to the extent such representation is still necessary. 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, 2004 3969). Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).2.  DismissalArt. 741 The general meeting may dismiss the liquidators it appointed at any time. On application by a shareholder, the court may dismiss liquidators and appoint others as necessary for good cause. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).III.  Liquidation process1.  Balance sheet, call on creditorsArt. 742 On taking up their office, the liquidators must draw up a balance sheet. The creditors shall be informed of the dissolution of the company and requested to register their claims, by separate letter in the case of creditors identifiable from the accounting records or in some other manner, and by public announcement in the Swiss Official Gazette of Commerce as well as in the form envisaged in the articles of association in the case of unknown creditors and those whose address is not known.2.  Other dutiesArt. 743 The liquidators must wind up the current business, call in any still outstanding share capital, realise the company’s assets and perform its obligations, providing the balance sheet and the call to creditors do not indicate overindebtedness. Where they ascertain that the company is overindebted, they must immediately notify the court; the latter then declares the commencement of insolvency proceedings. The liquidators must represent the company in all transactions carried out for liquidation purposes and are entitled to conduct legal actions, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, to effect new transactions. They may also dispose of assets by private sale, unless the general meeting has instructed otherwise. Where the liquidation lasts for an extended period, they must draw up interim accounts every year. The company is liable for any damage resulting from unauthorised acts by a liquidator in the exercise of his duties.3.  Protection of creditorsArt. 744 Where known creditors have failed to register their claims, the amount thereof must be deposited with the court. Similarly, the amount of claims not yet due from the company and of disputed obligations of the company must be deposited with the court unless the creditors are furnished with security in an equivalent amount or the distribution of the company’s assets is suspended until such obligations have been performed.4.  Distribution of assetsArt. 745 Unless the articles of association provide otherwise, once the debts of the dissolved company have been discharged, its assets are distributed among the shareholders in proportion to the amounts they contributed and with due regard to the preferential rights attaching to specific classes of shares. The distribution may take place no sooner than one year after the day on which the call to creditors was made. Such distribution may take place after only three months where a licensed audit expert confirms that the debts have been redeemed and that in the circumstances it may safely be assumed that no third-party interests will be harmed. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). 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, 2004 3969).IV.  Deletion from the commercial registerArt. 746On completion of the liquidation process, the liquidators shall apply to the commercial register office for the deletion of the business name.V.  Retention of the share register, accounting records and registerArt. 747 The share register, the accounting records and the register under Article 697l and the underlying documents must be kept in a safe place for ten years following the deletion of the company. This place shall be decided by the liquidators or if they are unable to agree, by the commercial register office. The share register and the register must be retained in such a manner that they can be accessed at any time in Switzerland. Amended 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; BBl 2014 605).C.  Dissolution without liquidationI.  ...Art. 748–750 Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).II.  Takeover by a public sector corporationArt. 751 Where the assets of a company limited by shares are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general meeting it may be agreed that no liquidation take place. The resolution of the general meeting must be made in accordance with the provisions governing dissolution and notified to the commercial register office. On entry of the resolution in the commercial register, the transfer of the company’s assets and debts is complete and the company’s name must be deleted.Section Six:  LiabilityA.  LiabilityI.  ...Art. 752 Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from  1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).II.  Founder members’ liabilityArt. 753Founder members, members of the board of directors and all persons involved in establishing the company are liable both to the company and to the individual shareholders and creditors for the losses arising where they:1. wilfully or negligently conceal, disguise or give inaccurate or misleading information in the articles of association, an incorporation report or a capital increase report on contributions in kind or the granting of special privileges to shareholders and other persons, or otherwise act unlawfully in approving such a measure;2. wilfully or negligently induce the entry of the company in the commercial register on the basis of a certificate or deed containing inaccurate information;3. knowingly contribute to the acceptance of subscriptions from insolvent persons. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Liability for administration, business management and liquidationArt. 754 The members of the board of directors and all persons engaged in the business management or liquidation of the company are liable both to the company and to the individual shareholders and creditors for any losses or damage arising from any intentional or negligent breach of their duties. A person who, as authorised, delegates the performance of a task to another governing officer is liable for any losses caused by such officer unless he can prove that he acted with all due diligence when selecting, instructing and supervising him. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).IV.  External auditors’ liabilityArt. 755All persons engaged in auditing the annual and consolidated accounts, the company’s foundation, a capital increase or a capital reduction are liable both to the company and to the individual shareholders and creditors for the losses arising from any intentional or negligent breach of their duties. If the audit is conducted by a public audit office or by one of its employees, the relevant public authority is liable. Legal action against persons involved in the audit is governed by public law. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). 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), in force since 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).B.  Damage to the companyI.  Claims outside insolvencyArt. 756 In addition to the company, the individual shareholders are also entitled to sue for any losses caused to the company. The shareholder’s claim is for performance to the company. The general meeting may resolve that the company raise the action. It may instruct the board of directors or a representative to conduct the proceedings. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Claims in bankruptcyArt. 757 In the event of the bankruptcy of the damaged company, its creditors are entitled to request that the company be compensated for the losses suffered. However, in the first instance the insolvency administrators may assert the claims of the shareholders and the company’s creditors. Where the insolvency administrators waive their right to assert such claims, any shareholder or creditor shall be entitled to bring them. The proceeds shall first be used to satisfy the claims of the litigant creditors in accordance with the provisions of the Debt Collection and Bankruptcy Act of 11 April 1889. Any surplus shall be divided among the litigant shareholders in proportion to their equity participation in the company; the remainder shall be added to the insolvent’s estate. The assignment of claims held by the company in accordance with Article 260 of the Debt Collection and Bankruptcy Act of 11 April 1889 is reserved.In assessing the damage to the company, the claims of the company’s creditors that have been subordinated to those of all other creditors shall not be included. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). SR 281.1 Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Effect of the resolution of releaseArt. 758 The resolution of release adopted by the general meeting shall be effective only for disclosed facts and only as against the company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution. The right of action of the other shareholders shall lapse twelve months after the resolution of release. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Joint and several liability and recourseArt. 759 Where two or more persons are liable for the losses, each is jointly and severally liable with the others to the extent that the damage is personally attributable to him or her on account of his or her own fault and the circumstances. The claimant may bring action against several persons jointly for the total losses and request that the court determine the liability of each individual defendant in the same proceedings. The right of recourse among several defendants shall be determined by the court with due regard to all the circumstances. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).D.  PrescriptionArt. 760 The claim for damages against any person held liable pursuant to the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation. If the person liable has committed a criminal offence through their harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 761 Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).Section Seven:  Involvement of Public Sector CorporationsArt. 762 Where public sector corporations such as the Confederation, or a canton, district or commune have a public interest in a company limited by shares, the articles of association of the company may grant that corporation the right to appoint representatives to the board of directors or the external auditors, even if it is not a shareholder. In such companies and in public-private enterprises in which a public sector corporation participates as a shareholder, only the public sector corporation has the right to dismiss the representatives it appointed to the board of directors and the external auditors. The members of the board of directors and external auditors appointed by a public sector corporation have the same rights and duties as those elected by the general meeting. The public sector corporation is liable to the company, shareholders and creditors for the actions of the members of the board of directors and external auditors it appoints, subject to rights of recourse under federal and cantonal law. The right of public sector corporations to appoint or remove representatives on the board of directors also applies to companies whose shares are listed on a stock exchange. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Term in accordance with No II 2 of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). This amendment has been taken into account throughout the Code. Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Section Eight:  Exclusion of Application of the Code to Public-Sector EntitiesArt. 763 The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation and partly administered by the public authorities, such as banks, insurance or electricity companies, even if their capital is entirely or partly divided into shares and was raised with the help of private individuals, providing the canton assumes secondary liability for the obligations of such companies and entities. The provisions governing the company limited by shares do not apply to companies and entities established by special cantonal legislation prior to 1 January 1883 and partly administered by the public authorities even if the canton does not assume secondary liability for their obligations.Title Twenty-Seven:  The Partnership limited by SharesA.  DefinitionArt. 764 A partnership limited by shares is a partnership whose capital is divided into shares and in which one or more partners have unlimited joint and several liability to its creditors in the same manner as partners in a general partnership. Unless otherwise provided, the provisions governing companies limited by shares apply to partnerships limited by shares. Where the capital of a partnership limited by shares is not divided into shares but into portions which merely define the degree of participation of two or more limited partners, the provisions governing limited partnerships apply.B.  DirectorsI.  Designation and powersArt. 765 The partners with unlimited liability constitute the directors of the partnership limited by shares. They are responsible for business management and representation. They must be named in the articles of association. ... Any changes to the body of partners with unlimited liability require the consent of the existing partners and the amendment of the articles of association. Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Approval of resolutions of the general meetingArt. 766Resolutions of the general meeting concerning modification of the partnership’s purpose, extension or curtailment of its areas of business and continuation of the partnership beyond the duration specified in the articles of association require the consent of the directors.III.  Withdrawal of authority to manage business and represent the partnershipArt. 767 Authority to manage business and represent the partnership may be withdrawn from directors on the same conditions as apply to general partnerships. If removed, a director no longer has unlimited liability for the future obligations of the partnership.C.  Supervisory boardI.  Appointment and powersArt. 768 Responsibility for monitoring and continuous supervision of the management of the partnership’s business is allocated to a supervisory board, to which the articles of association may allocate further responsibilities. The partnership’s directors have no right to vote on the appointment of the supervisory board. The particulars of the members of the supervisory board must be entered in the commercial register.II.  Liability actionArt. 769 On behalf of the partnership, the supervisory board may hold the directors to account and take action against them before the courts. In the event of malicious conduct by the directors, the supervisory board is entitled to take legal action against them even if this is contradictory to a resolution of the general meeting.D.  DissolutionArt. 770 The partnership is terminated by the departure, death, incapacity or bankruptcy of all the partners with unlimited liability. In other respects, dissolution of the partnership limited by shares is governed by the same provisions as apply to the dissolution of companies limited by shares; however, it may be dissolved by resolution of the general meeting before the date set in the articles of association only with the consent of the directors. ... Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).E.  ResignationArt. 771 A partner with unlimited liability has the same right to resign as a partner in a general partnership. Where one of two or more partners with unlimited liability exercises his right to resign, unless the articles of association provide otherwise the partnership is continued by the others.Title Twenty-Eight: The Limited Liability CompanyAmended by No I 2 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, 2004 3969).Section One:  General ProvisionsA.  DefinitionArt. 772 A limited liability company is a company with separate legal personality in which one or more persons or commercial enterprises participate. Its nominal capital is specified in the articles of association. It is liable for its obligations to the extent of the company assets. Each company member participates in the nominal capital by making at least one capital contribution. The articles of association may stipulate obligations to make additional financial and material contributions.B.  Nominal capitalArt. 773 The nominal capital shall amount to at least 20,000 francs. A nominal capital in the foreign currency required for business operations is also permitted. The provisions of the law on companies limited by shares on share capital in a foreign currency apply mutatis mutandis. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Capital contributionsArt. 774 The capital contributions shall have a nominal value that is greater than zero. Capital contributions must be paid up to at least their nominal value. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Dividend rights certificatesArt. 774aThe articles of association may provide for the creation of profit-sharing certificates; the corresponding provisions for companies limited by shares apply.E.  ...Art. 775 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).F.  Articles of associationI.  Content prescribed by lawArt. 776The articles of association must contain provisions on:1. the business name and seat of the company;2. the objects of the company;3. the amount of nominal capital and of the number and nominal value of the capital contributions;4. the form of the company’s communications with its members. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  ...Art. 776a Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  FoundationI.  deed of incorporationArt. 777 The company is founded when the founder members declare in public deed that they are founding a limited liability company, lay down the articles of association and appoint the corporate bodies. In the deed of incorporation, the founder members shall subscribe for the capital contributions and state that:1. all capital contributions are validly subscribed for;2. the capital contributions correspond to their total issue price;3. the statutory requirements and requirements of the articles of association for the payment of the capital contributions are met at the time of signature of the deed of incorporation;4. they accept the obligations in terms of the articles of association to make additional financial or material contributions;5. there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law)  (AS 2020 957; BBl 2015 3617). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Subscription for capital contributionsArt. 777a In order to be valid, the subscription deed for the capital contributions must indicate the number, nominal value and issue price as well as the class of capital contribution if applicable. In the subscription deed, reference must be made to the provisions of the articles of association on:1. obligations to make additional financial contributions;2. obligations to make further material contributions;3. prohibition of competition clauses applicable to company members;4. first option, pre-emption and purchase rights of company members or the company;5. contractual penalties.III.  DocumentsArt. 777b In the deed of incorporation, the notary must specify the foundation documents individually and confirm that they have been laid before him and the founder members. The following documents must be appended to the deed of incorporation:1. the articles of association;2. the incorporation report;3. the audit confirmation;4. confirmation that the capital contributions have been deposited in cash;5. the agreements on contributions-in-kind;6. ... Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Capital contributionsArt. 777c On foundation, a cash deposit corresponding to the full issue price must be made for each capital contribution. In addition, the provisions on companies limited by shares apply to:1. the specification of contributions in kind, instances of offsetting and the special privileges in the articles of association;2. ...3. the payment and audit of capital contributions. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).H.  Entry in the commercial registerI.  CompanyArt. 778The company must be entered in the commercial register at the place where it has its seat.II.  ...Art. 778a Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).J.  Acquisition of legal personalityI.  Time; Failure to meet requirementsArt. 779 The company shall acquire legal personality through entry in the commercial register. It shall also acquire legal personality even if the requirements for registration are not in fact fulfilled. Where the requirements of the law or the articles of association are not fulfilled on foundation and if the interests of creditors or company members are substantially jeopardised or harmed thereby, the court may order the dissolution of the company at the request of a creditor or member. The right to take legal action shall lapse three months after notice is published of the foundation of the company in the Swiss Official Gazette of Commerce.II.  Obligations entered into before registrationArt. 779a Persons who act on behalf of the company before it is entered in the commercial register are personally and jointly and severally liable for their acts. Where the company accepts obligations within three months of its registration that were expressly entered into in its name, the persons so acting are relieved of liability and only the company is liable.K.  Amendment of the articles of associationArt. 780The resolution of the members’ general meeting or the managing directors on an amendment to the articles of association must be done as a public deed and entered in the commercial register. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).L.  Increase in the nominal capitalArt. 781 The members’ general meeting may resolve to increase the nominal capital. The implementation of the resolution is the responsibility of the managing directors. Subscription and the capital contributions are governed by the regulations on the foundation of the company. The reference to rights and obligations under the articles of association is not required if the subscriber is already a member. The relevant regulations on increasing the capital of a company limited by shares also apply to the subscription form. A public invitation to subscribe to the capital contributions is not permitted. An application to register the increase in the nominal capital must be filed with the commercial register office within six months of the resolution of the members’ general meeting, otherwise the resolution becomes invalid. In addition, the corresponding provisions on an ordinary increase in capital for a company limited by shares apply to:1. the form and content of the resolution of the members' general meeting;2. the subscription rights of company members;3. an increase in the company capital from equity capital;4. the report on the increase in capital and the audit confirmation;5. the amendment of the articles of association and the declarations made by the managing directors;6. the registration of the increase in nominal capital in the commercial register and the nullity of official documents issued previously. Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).M.  Reduction of the nominal capitalArt. 782 The members’ general meeting may resolve to reduce the nominal capital. 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. 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. In addition, the relevant regulations on the reduction of the capital of a company limited by shares apply. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).N.  Acquisition of own capital contributionsArt. 783 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. 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. 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. 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.Section Two:  Rights and Obligations of Company MembersA.  Capital contributionsI.  Official documentArt. 784 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. 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.II.  Transfer1.  Assignmenta.  FormArt. 785 The assignment of a capital contribution as well as an obligation to assign must be done in writing. 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. Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).b.  Consent requirementsArt. 786 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. 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. 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.c.  Transfer of rightsArt. 787 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. 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.2.  Special forms of acquisitionArt. 788 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. 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. 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. Unless the members’ general meeting rejects the request for recognition within six months of its receipt, recognition is deemed to be granted. The articles of association may waive the requirement of recognition.3.  Determining the true valueArt. 789 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. The court shall allocate the costs of the proceedings and the valuation at its discretion.4.  UsufructArt. 789a The creation of a usufruct over capital contributions is governed by the regulations on the transfer of capital contributions. If the articles of association prohibit assignment, then the creation of a usufruct over capital contributions is also prohibited.5.  ChargeArt. 789b 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. If the articles of association prohibit assignment, then the creation of a charge over capital contributions is also prohibited.III.  Register of contributionsArt. 790 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. 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. 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. Company members have the right to inspect the register of contributions. 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. 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; BBl 2014 605). 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; BBl 2014 605).III.  Notice of the beneficial owner of the capital contributionsArt. 790a 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). 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. 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. 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. The provisions of the law on companies limited by shares relating to the register of beneficial owners (Art. 697l) and the consequences of failing to comply with the obligations to give notice (Art. 697m) apply mutatis mutandis. 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; BBl 2014 605). 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; BBl 2019 279).IV.  Entry in the commercial registerArt. 791The company members, together with the number and the nominal value of their capital contributions must be entered in the commercial register. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Common propertyArt. 792Where 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.B.  Payment of capital contributionsArt. 793 The company members are obliged to make a payment corresponding to the issue price of their capital contributions. The payments may not be refunded.C.  Liability of the company membersArt. 794The company is liable for its obligations to the extent of the company assets only.D.  Additional financial and material contributionsI.  Additional financial contributions1.  Principle and amountArt. 795 The articles of association may require the company members to make additional capital contributions. 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. The company members are liable only to the extent of the additional financial contributions to be made on their own capital contributions.2.  Call for additional financial contributionsArt. 795a Additional financial contributions shall be called in by the managing directors. 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. Additional financial contributions shall become due for payment if the company is declared bankrupt.3.  RepaymentArt. 795bAdditional 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.4.  ReductionArt. 795c 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. The relevant regulations on the reduction of the nominal capital apply.5.  ContinuationArt. 795d 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. Company members who have been excluded must only make additional financial contributions if the company is declared bankrupt. Their obligation to make additional financial contributions shall lapse insofar as it has been fulfilled by a legal successor. The extent of the obligation of company members who have resigned to make additional financial contributions may not be increased.II.  Further material contributionsArt. 796 The articles of association may require company members to make further material contributions. 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. 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. 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.III.  Retrospective introductionArt. 797The 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.IV.  Arbitral tribunalArt. 797aThe provisions of the law on companies limited by shares on the arbitral tribunal apply mutatis mutandis. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  Dividends, interest, shares of profits paid to board membersArt. 798The 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. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 798a and 798b Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).F.  Preferential capital contributionsArt. 799The provisions of the law on companies limited by shares on preference shares apply mutatis mutandis to preferential capital contributions.G.  Refund of paymentsArt. 800The 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.H.  ReservesArt. 801The relevant provisions of the law on companies limited by shares apply to the reserves. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).J.  Sending the annual reportArt. 801a 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. The company members may request that they be sent the version of the annual report that they have approved after members' general meeting.K.  Right to information and of inspectionArt. 802 Any company member may request the managing directors to provide information on any company matter. Unless the company has an external auditor, company members have unrestricted access to the company ledgers and files. If the company has an external auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated. If there is a risk that a company member may use the information obtained for non-company purposes that may be detrimental to the company, the managing directors may refuse to provide information and allow access to the extent required; if the company member so requests, the members’ general meeting decides on the matter. If the members’ general meeting refuses to provide information or allow access without justification, the court may issue the relevant order at the request of the company member. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).L.  Duty of loyalty and prohibition of competitionArt. 803 Company members are obliged to safeguard business secrets. They must refrain from doing anything detrimental to the interests of the company. In particular, they may not carry on business that brings them a special advantage but which adversely affects the objects of the company. The articles of association may provide that company members be prohibited from carrying on any activities in competition with the company. The company members may carry on any activities that are contrary to the duty of loyalty or a prohibition of competition provided all the other company members consent in writing. The articles of association may provide that the consent of the members' general meeting be required instead. The special regulations on prohibition of competition clauses applicable to managing directors are reserved.Section Three:  Organisation of the CompanyA.  Members' general meetingI.  ResponsibilitiesArt. 804 The supreme governing body of the company is the members’ general meeting. The members’ general meeting has the following inalienable powers:1. to amend the articles of association;2. to appoint and the remove the managing directors;3. to appoint and remove the members of the external auditor;4. to approve the management report and the consolidated accounts;5. to approve the annual accounts and the resolution on the allocation of the balance sheet profit, and in particular to set the dividend and the shares of profits paid to managing directors;5. to pass resolutions on repaying capital reserves;6. to determine the fees paid to managing directors;7. to discharge the managing directors;8. to consent to the assignment of capital contributions or to recognise company members as having the right to vote;9. to consent to the creation of a charge over capital contributions where the articles of association so provide;10. to pass resolutions on the exercise under the articles of association of rights of first option, pre-emption or purchase;11. to authorise the managing director to acquire the company's own capital contributions for the company or to approve such an acquisition;12. to issue detailed regulations on obligations to make additional material contributions where the articles of association make reference to such regulations;13. to consent to the activities of the managing directors or company members that are contrary to the duty of loyalty or the prohibition of competition, where the articles of association waive the requirement of the consent of all company members;14. to decide on whether an application should be made to the court to exclude a company member for good cause;15. to exclude a company member on grounds provided for in the articles of association;16. to dissolve the company;17. to approve transactions carried out by the managing directors that require the consent of the members’ general meeting under the articles of association;18. to decide on matters that are reserved to the members’ general meeting by law or by the articles of association or which are placed before it by the managing directors. The members’ general meeting appoints the managers, the authorised signatories and authorised officers. The articles of association may also grant these powers to the managing directors. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Convening and conduct of the meetingArt. 805 The members’ general meeting is convened by the managing directors, or if necessary by the external auditors. The liquidators also have the right to convene a members' general meeting. The annual meeting is held every year within six months of the end of the financial year. Extraordinary meetings are convened in accordance with the articles of association or as required. The members’ general meeting must be convened 20 days at the latest before the date of the meeting. The articles of association may extend this period or reduce it to no less than ten days. The possibility of a universal meeting is reserved. ... In addition, the provisions of the law on companies limited by shares relating to the general meeting apply mutatis mutandis to:1. convening the meeting;2. the right of company members to convene a meeting and table agenda items and motions;2. the venue and the use of electronic means;3. the business to be discussed;4. motions;5. universal meetings and consent to a motion;6. preparatory measures;7. the minutes;8. the representation of company members;9. the participation of unauthorised persons. Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Voting rights1.  DeterminationArt. 806 The right to vote of company members shall be determined by the nominal value of their capital contributions. Each company member shall have at least one vote. The articles of association may limit the number of votes allocated to the owner of several capital contributions. The articles of association may specify that right to vote are not dependent on nominal value with the result that each capital contribution carries one vote. In this case, the capital contributions with the lowest nominal value must be worth at least one tenth of the nominal value of the other capital contributions. The determination of the right to vote according to the number of capital contributions does not apply to:1. the appointment of the members of the external auditor;2. the appointment of experts to inspect management practices or individual parts thereof;3. the resolution on raising a liability action.2.  Exclusion of the right to voteArt. 806a In the case of resolutions on the discharge of the managing directors, persons who have participated in management in any way are not permitted to vote. In the case of resolutions on the acquisition of its own capital contribution by the company, company members who are relinquishing their capital contributions are not permitted to vote. In the case of resolutions on consenting to activities of a company member that are contrary to the duty of loyalty or the prohibition of competition, the person concerned is not permitted to vote.3.  UsufructArt. 806bIn the case of a usufruct over a capital contribution, the usufructuary has the right to vote and related rights. He is liable to the owner in damages if he fails to give due consideration to the interests of the owner when exercising his rights.IV.  Right of vetoArt. 807 The articles of association may grant company members a right of veto over certain resolutions of the members’ general meeting. They must the detail the decisions to which the right of veto applies. The retrospective introduction of a right of veto requires the consent of all company members. The right of veto may not be transferred.V.  Resolutions1.  In generalArt. 808The members’ general meeting shall pass resolutions and conduct its elections by an absolute majority of the votes represented, unless the law or articles of association provide otherwise.2.  Casting voteArt. 808aThe chair of the members’ general meeting shall have the casting vote. The articles of association may provide otherwise.3.  Important resolutionsArt. 808b A resolution of the members’ general meeting passed by a majority of at least two thirds of the votes represented and an absolute majority of the entire nominal capital in respect of which a right to vote may be exercised is required in the case of:1. amending the objects of the company;2. introducing capital contributions with preferential right to vote;3. increasing or easing the restrictions on or the prohibition of the transferability of capital contributions;4. consenting to the assignment of capital contributions or recognition as a company member who is entitled to vote;5. increasing the nominal capital;6. restricting or revoking subscription rights;6. changing the currency of the nominal capital;7. consenting to activities of the managing director or company members that are contrary to the duty of loyalty or the prohibition of competition;8. applying to the court to exclude a company member for good cause;9. excluding a company member on the grounds specified in the articles of association planned;10. relocating the seat of the company;10. introducing an arbitration clause into the articles of association;11. dissolving the company. Provisions of the articles of association stipulating larger majorities than those required by law for certain resolutions may only be introduced, amended or repealed if approved by the required majority. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Contesting resolutions of the members' general meetingArt. 808cThe relevant provisions on companies limited by shares apply to the contesting of resolutions of the members’ general meeting.B.  Management and representationI.  Designation the managing director and organisationArt. 809 The company members are jointly responsible for the management of the company. The articles of association may adopt alternative provisions on management. Only natural persons may be appointed as managing directors. Where a legal entity or a commercial enterprise is a participant in the company, if applicable it shall appoint a natural person to exercise this function in its stead. The articles of association may require the consent of the members' general meeting for this. Where a company has two or more managing directors, the members' general meeting must appoint a chair. Where a company has two or more managing directors, they decide by a majority of the votes cast. The chair has the casting vote. The articles of association may adopt alternative provisions on decision making by the managing directors.II.  Duties of the managing directorsArt. 810 The managing directors shall be responsible for all matters not assigned by law or the articles of association to the members’ general meeting. Subject to the reservation of the following provisions, the managing directors shall have the following inalienable and irrevocable duties:1. the overall management of the company and issuing the required directives;2. determining the organisation in accordance with the law and the articles of association;3. organising the accounting, financial control and financial planning systems as required for the management of the company;4. supervising of the persons who are delegated management responsibilities, in particular with regard to compliance with the law, articles of association, regulations and directives;5. preparing the annual report;6. preparing for the members’ general meeting and implementing its resolutions;7. filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted. The chair of the executive board or if applicable the sole managing director has the following duties:1. to convene and chair the members’ general meeting;2. to issue communications to the company members;3. to ensure the required notifications are made to the commercial register. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Approval by the members' general meetingArt. 811 The articles of association may provide that the managing directors:1. submit certain decisions to the members' general meeting for approval;2. may submit individual matters to the members' general meeting for approval. Approval by the members’ general meeting does not restrict the liability of the managing directors.IV.  Duty of care and of loyalty; prohibition of competitionArt. 812 The managing directors and third parties who are involved in management must carry out their duties with all due care and safeguard the interests of the company in good faith. They are subject to the same duty of loyalty as the company members. They may not carry on any activities in competition with the company unless the articles of association provide otherwise or all other company members consent to the activity in writing. The articles of association may provide that the consent of the members’ general meeting be required.V.  Equal treatmentArt. 813The managing directors and third parties who are involved in management must treat company members equally under the same circumstances.VI.  RepresentationArt. 814 Each managing director has the right to represent the company. The articles of association may adopt alternative provisions on representation, but at least one managing director must be authorised to represent the company. The articles of association may refer to regulations that set out the details. The company must be able to be represented by a person who is resident in Switzerland. This person must be a managing director or a manager. They must have access to the register of capital contributions and to the register of beneficial owners under Article 697l. The relevant provisions on companies limited by shares apply to the extent of and restrictions on the right to act as a representative and to contracts between the company and the person that is representing it. The persons authorised to represent the company must sign on its behalf by appending their signature to the business name. ... Amended 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; BBl 2014 605). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VII.  Removal of managing directors; Revocation of the right to represent the companyArt. 815 The members’ general meeting may remove managing directors that it has appointed at any time. Any company member may request the court to revoke or restrict the right of a managing director to manage or represent the company where there is good cause, and in particular if the person concerned has seriously breached his obligations or is no longer able to manage the company competently. The managing directors may at any time suspend managers, authorised signatories or authorised officers in their capacity. If these persons have been appointed by the members’ general meeting, a members’ general meeting must be convened without delay. Claims for compensation made by persons who have been removed or suspended are reserved.VIII.  Nullity of decisionsArt. 816Decisions made by the managing directors are subject mutatis mutandis to the same grounds for nullity as resolutions of the general meeting of a company limited by shares.IX.  LiabilityArt. 817The company is liable for losses or damage caused by unauthorised acts carried out in the exercise of his business activities by a person authorised to manage or represent the company.C.  External auditorArt. 818 The relevant provisions on companies limited by shares apply to the external auditor. A company member subject to an obligation to make additional financial contributions may request an ordinary audit of the annual accounts.D.  Defects in the Organisation of the CompanyArt. 819The relevant provisions on companies limited by shares apply to defects in the organisation the company.E.  Imminent insolvency, loss of capital and overindebtednessArt. 820The provisions of the law on companies limited by shares on imminent insolvency, loss of capital, overindebtedness and the revaluation of immovable property and participations apply mutatis mutandis. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Section Four:  Dissolution and ResignationA.  DissolutionI.  GroundsArt. 821 A limited liability company must be dissolved:1. if ground for dissolution stated in the articles of association applies;2. if the members’ general meeting so resolves; 3. if bankruptcy proceedings are commenced;4. in the other cases provided for by the law. If the members’ general meeting resolves to dissolve the company, the resolution must be done as a public deed. Any company member may request the court to dissolve the company for good cause. Instead of dissolution, the court may opt for an alternative solution that is appropriate and reasonable for the persons concerned, such as the payment of a financial settlement to the company member requesting dissolution commensurate with the true value of his capital contribution.II.  ConsequencesArt. 821a The relevant provisions on companies limited by shares apply mutatis mutandis to the consequences of dissolution. The dissolution of a company must be entered in the commercial register. Where dissolution is ordered by the court, the court must notify the commercial register without delay. Where dissolution is on other grounds, the company must notify the Commercial Register.B.  Resignation of company membersI.  ResignationArt. 822 A company member may apply to the court to for leave to resign for good cause. The articles of association may grant company members the right to resign and make this subject to certain conditions.II.  Follow-up resignationsArt. 822a Where a company member files an action for leave to resign for good cause or a company member tenders his resignation based on a right of resignation under the articles of association, the managing directors must notify the other company members without delay. If other company members within three months of receipt of such notice file an action for leave to resign for good cause or exercise a right of resignation under the articles of association, all departing company members must be treated equally in proportion to the nominal value of their capital contributions. Where additional financial contributions have been made, the value thereof must be added to the nominal value.III.  ExclusionArt. 823 Where there is good cause, the company may apply to the court for the exclusion of a company member. The articles of association may provide that the members’ general meeting company may exclude members from the company on specific grounds. The regulations on follow-up resignations do not apply.IV.  Interim measuresArt. 824In proceedings relating to the withdrawal of a company member, the court may at the request of a party order that individual or all membership rights and obligations the person concerned be suspended.V.  Financial settlement1.  Entitlement and amountArt. 825 Where a company member leaves the company, he is entitled to a financial settlement that reflects the true value of his capital contributions. Where the company member leaves by exercising a right of resignation under the articles of association, the articles of association may adopt different provisions on compensation.2.  PaymentArt. 825a The financial settlement becomes due for payment when the company members leaves, provided the company:1. has disposable equity capital;2. is able to dispose of the capital contributions of the departing member;3. is entitled to reduce its nominal capital in compliance with the relevant provisions. A licensed audit expert must establish the extent of the disposable equity capital. If this is insufficient to pay the financial settlement, he must state his opinion on the extent to which the nominal capital could be reduced. The former company member holds a non-interest-bearing subordinate ranking claim in respect of any portion of the financial settlement that is not paid out. This becomes due for payment to the extent that disposable equity capital is declared to be available in the annual report. For as long as the financial settlement has not been paid in full, the former company member may request that the company appoint an external auditor and arrange for an ordinary audit of the annual accounts.C.  LiquidationArt. 826 Each company member shall have the right to a share of the proceeds of liquidation corresponding to fraction that nominal value of his capital contribution represents of the nominal capital. Where additional financial contributions have been made and not refunded, their value must be added to the capital contributions of the company member concerned and to the nominal capital. The articles of association may adopt an alternative provision. The relevant provisions on companies limited by shares apply mutatis mutandis to the dissolution of a company with liquidation.Section Five:  LiabilityArt. 827The relevant provisions on companies limited by shares apply to the liability of persons who are involved in the foundation, management, auditing or liquidation of a limited liability company.Title Twenty-Nine:  The CooperativeSection One:  Definition and FoundationA.  Cooperatives under the Code of ObligationsArt. 828 A cooperative is a corporate entity consisting of an unlimited number of persons or commercial enterprises which primarily aims to promote or safeguard the economic interests of the cooperative’s members by way of collective self-help or which is founded for charitable purposes. Cooperatives with a predetermined nominal capital are not permitted. Amended by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).B.  Cooperatives under public lawArt. 829Associations of persons under public law are governed by federal and cantonal public law even where formed to pursue cooperative purposes.C.  FoundationI.  Requirements1.  In generalArt. 830A cooperative shall be founded by the founders declaring in a public deed that they are founding a cooperative and specifying therein the articles of association and the governing bodies. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Number of membersArt. 831 At least seven members must be involved in the foundation of a cooperative. Where the number of members subsequently drops below the minimum number, the provisions of the law on companies limited by shares on defects in the organisation of a company apply mutatis mutandis. 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, 2004 3969).II.  Articles of association1.  Content prescribed by lawArt. 832The articles of association must contain provisions concerning:1. the business name and seat of the cooperative;2. the objects of the cooperative;3. and 4. ...5. the form of the cooperative’s communications with its members. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Further provisionsArt. 833In order to be binding, provisions on the following matters must be included in the articles of association:1. creation of the cooperative’s nominal capital by means of cooperative shares (share certificates);2. contributions in kind to the cooperative’s nominal capital, the nature and imputed value thereof and the requirements pertaining to the person of the contributor;3. ...4. accession to the cooperative and loss of membership, where such rules differ from the statutory provisions;5. members’ personal liability and their liability to make additional contributions and an obligation for members to make cash or other contributions and the nature and amount thereof;6. the organisation and representation of the cooperative, amendment of its articles of association and the adoption of resolutions by the general assembly, where such rules differ from the statutory provisions;7. restrictions on or extensions of the exercise of members’ right to vote;8. the calculation and allocation of balance sheet profit and the liquidation surplus.  Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Constituent assembly Art. 834 The articles of association shall be drawn up in writing and submitted to an assembly convened by the founder members for consultation and approval. In addition, a written report by the founder members on any contributions in kind shall be made available to the assembly for consultation. The founder members must confirm that there are no contributions in kind, instances of offsetting or special privileges other than those mentioned in the supporting documents. This assembly shall also appoint the necessary governing bodies. Until the cooperative has been entered in the commercial register, the membership may be established only by signing the articles of association. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Entry in the commercial register1.  CooperativeArt. 835The cooperative shall be entered in the commercial register of the place at which it has its seat. 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, 2004 3969).2.  ...Art. 836 Repealed by No I 2 of the FA of 17 March 2017 (Commercial Register Law), with effect from 1 Jan. 2021 (AS 2020 957; BBl 2015 3617).3.  Register of membersArt. 837 The cooperative shall keep a register in which the first name and surname or the business name of the members and their addresses are recorded. It must keep the register in such a manner that it can be accessed at any time in Switzerland. The documents on which an entry is based must be retained for ten years following the deletion of the member concerned from the register. Amended 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, in force since 1 July 2015  (AS 2015 1389; BBl 2014 605).V.  Acquisition of legal personality Art. 838 The cooperative shall acquire legal personality only through entry in the commercial register. Persons acting in the name of the cooperative prior to entry in the commercial register are liable personally and jointly and severally for their actions. Where such obligations were entered into expressly in the name of the cooperative to be founded and are assumed by the latter within three months of its entry in the commercial register, the persons who contracted them are released and only the cooperative is liable.D.  Amendment of the articles of associationArt. 838aA resolution of the general assembly or the board on an amendment of the articles of association must be done as a public deed and entered in the commercial register. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Section Two:  Acquisition of MembershipA.  General principle Art. 839 New members may be accepted into a cooperative at any time. Providing the principle of unlimited membership is respected, the articles of association may lay down more detailed provisions governing accession; however, they must not impose excessive obstacles to accession.B.  Declaration of accessionArt. 840 Accession requires a written declaration. Where, in addition to being liable with its assets, a cooperative provides for personal liability or the liability to make additional contributions on the part of the individual members, the declaration of accession must state such obligations expressly. The board shall decide on acceptance of new members, unless under the articles of association a mere declaration of accession is sufficient or a resolution of the general assembly is required.C.  In connection with an insurance policyArt. 841 Where membership of the cooperative is linked with taking out an insurance policy with the cooperative, membership shall be acquired on acceptance of the insurance application by the competent governing body. Insurance policies concluded by a licensed insurance cooperative with its members are subject to the Federal Act of 2 April 1908 on Insurance Policies in the same manner as insurance policies concluded with third parties.SR 221.229.1Section Three:  Loss of MembershipA.  DepartureI.  Freedom to leaveArt. 842 Unless a resolution has been passed to dissolve the cooperative, any member is free to leave. The articles of association may provide that a departing member is required to pay an appropriate severance penalty where in the circumstances the departure causes the cooperative significant losses or jeopardises its continued existence. Any permanent ban on or excessive obstacle to departure imposed by the articles of association or by agreement shall be void.II.  Restriction of departureArt. 843 A member may be barred from leaving by the articles of association or by agreement for no more than five years. Even during this period a member may leave for good cause. The obligation to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure is reserved.III.  Notice and timing of departureArt. 844 Members may leave only at the end of the financial year and on expiry of one year’s notice. The articles of association may stipulate a shorter notice period and may permit departures in the course of the financial year.IV.  Exercise in bankruptcy and attachmentArt. 845Where the articles of association grant a departing member a share of the cooperative’s assets, a bankrupt member’s right to leave may be exercised by the bankruptcy administrators or, if the member’s share has been attached, by the debt collection office.B.  ExclusionArt. 846 The articles of association may stipulate the grounds on which a member may be excluded. Moreover, a member may be excluded at any time for good cause. Exclusions shall be decided by the general assembly. The articles of association may stipulate that the board is responsible, in which case the excluded member has a right of recourse to the general assembly. A member may appeal against exclusion to the courts within three months. The excluded member may be required to pay an appropriate severance penalty on the same conditions as apply to members with an unrestricted right of departure.C.  Death of a memberArt. 847 Membership shall lapse on the death of the member. However, the articles of association may stipulate that the member’s heirs automatically become members of the cooperative. Further, the articles of association may stipulate that the heirs or one of two or more heirs must, on written request, be recognised as member in place of the deceased member. The community of heirs must appoint a joint representative to act as a member of the cooperative.D.  Lapse of office, employment or contractArt. 848Where membership of a cooperative is linked to the holding of an office or an employment relationship or is the result of a contractual relationship, as in the case of an insurance cooperative, unless the articles of association provide otherwise, membership lapses on termination of such office, employment or contract. E.  Transfer of membershipI.  In generalArt. 849 The assignment of shares in the cooperative and, where a certificate is issued as proof of membership or such share, the transfer of this certificate do not automatically make the acquirer a member. The acquirer becomes a member only after the existing members have passed a resolution of acceptance as required by law and the articles of association. Until such time as the acquirer becomes a member, the alienator is entitled to exercise the personal membership rights. Where membership of a cooperative is linked with a contract, the articles of association may stipulate that, if the contract is subsequently taken over, membership automatically passes to the legal successor.II.  By transfer of land or commercial exploitationArt. 850 The articles of association may make membership of a cooperative conditional on ownership or commercial exploitation of a property. In such cases the articles of association may stipulate that, in the event that the property or commercial operations change hands, membership shall automatically pass to the acquirer. A transfer of membership resulting from the alienation of property shall be valid as against third parties only if entered under priority notice in the land register.F.  Departure of the legal successorArt. 851In the case of transfer and inheritance of membership, the conditions for leaving the cooperative are the same for the legal successor as for the former member.Section Four:  Rights and Obligations of the MembersA.  Proof of membershipArt. 852 The articles of association may stipulate that a certificate be issued as proof of membership. Such proof may also be provided as part of the member’s share certificate.B.  Share certificatesArt. 853 Where a cooperative has shares, each member joining it must take at least one. The articles of association may stipulate that multiple shares may be acquired, up to a specified maximum. Share certificates are made out in the member’s name. However, they may not be made out in the form of negotiable securities, but only as documents in proof.C.  EqualityArt. 854The members all have equal rights and obligations, unless the law makes an exception.D.  RightsI.  Voting rightArt. 855The rights of members to participate in the affairs of the cooperative, in particular with regard to the management of its business and the promotion of the cooperative’s interests, are exercised by taking part in the general assembly of members or, where prescribed by law, in ballots.II.  Control by the members 1. Notice of the annual report Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 856 No later than ten days prior to the general assembly of members or the ballot to decide on approval of the management report, the consolidated accounts and the annual accounts, these documents together with the audit report must be made available at the seat of the cooperative for inspection by its members. Unless the documents are electronically accessible, any member may for one year following the general assembly request that they be sent the annual report in the form approved by the general assembly together with the audit report. Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Release of informationArt. 857 The members may draw the attention of the external auditor to dubious procedures and request the necessary information. The cooperative’s ledgers and business correspondence may be inspected only with the express authorisation of the general assembly of members or by resolution of the board and if measures are taken to safeguard trade secrets.  The court may order the cooperative to provide the members with information on significant matters relevant to the exercise of their right of control in the form of authenticated copies from its ledgers or correspondence. The court order must not jeopardise the interests of the cooperative. The members’ right of control may not be excluded or restricted either by the articles of association or by resolutions made by a governing body of the cooperative. 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, 2004 3969).III.  Rights to share in the annual profit  Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in the provisions specified in the AS.1.  ...Art. 858 Repealed by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), with effect from 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).2.  Profit distribution principlesArt. 859 Unless the articles of association provide otherwise, any annual profit on the cooperative’s business operations passes in its entirety to the cooperative’s assets. Where distribution of the annual profit among the members is provided for, unless the articles of association dictate otherwise, it shall be distributed according to the use of the cooperative’s facilities by individual members. Where share certificates exist, the portion of the annual profit paid out on them must not exceed the usual rate of interest for long-term loans without special security.3.  Duty to form and accumulate a reserve fundArt. 860 Where the net profit is used for a purpose other than to build up the cooperative’s assets, each year one twentieth of it must be allocated to a reserve fund. Such allocations must be made for at least 20 years; where share certificates exist, they must in any event be made until the reserve fund is equal to one-fifth of the cooperative’s capital. The articles of association may stipulate that the reserve fund must be accumulated more rapidly. To the extent that the reserve fund does not exceed one-half of the cooperative’s other assets or, where share certificates exist, one-half of the cooperative’s capital, it may be used only to cover losses or for measures designed to sustain the cooperative’s pursuit of its objects in difficult times. ... Repealed by Annex No II 1 of the Insurance Oversight Act of 17 Dec. 2004, with effect from 1 Jan. 2006 (AS 2005 5269; BBl 2003 3789).4.  Annual profit at credit cooperativesArt. 861 Credit cooperatives may lay down articles of association that derogate from the provisions governing distribution of annual profit contained in the previous articles, but they too are obliged to form a reserve fund and to use it in accordance with the above provisions. Each year at least one-tenth of the annual profit must be allocated to the reserve fund until it equals one-tenth of the cooperative’s nominal capital. Where a portion of the annual profit is paid out to holders of shares in the cooperative and that portion exceeds the usual rate of interest for long-term loans without special security, one-tenth of the amount by which it exceeds the usual interest rate must likewise be allocated to the reserve fund.5.  Welfare fundsArt. 862 The articles of association may also provide for allocations to establish and finance other funds, in particular funds dedicated to the welfare of employees of the company and related workers and for members of the cooperative. ...Repealed by No I let. b of the FA of 21 March 1958, with effect from 1 July 1958  (AS 1958 379; BBl 1956 II 825).6.  Further allocations to reserves Art. 863 Allocations to the reserve fund and other funds in accordance with the law and the articles of association shall be deducted in the first instance from the annual profit available for distribution. Where it is deemed appropriate in order to secure the long-term success of the cooperative, the general assembly of members may also resolve to create reserves which are not envisaged by or meet higher requirements than are specified by the law or the articles of association. Similarly, contributions may be deducted from the annual profit for the purpose of creating and financing welfare funds for employees, other workers and members or for other welfare purposes even where these are not envisaged in the articles of association; such contributions are subject to the provisions governing welfare funds established by the articles of association.IV.  Entitlement to settlement1.  Under the articles of associationArt. 864 The articles of association shall specify whether the departing members or their heirs have claims on the cooperative’s assets and, if so, what those claims are. Such claims must be calculated on the basis of the net balance sheet assets excluding reserves at the time the member leaves the cooperative. The articles of association may grant departing members or their heirs the right to the full or partial repayment of the value of their share certificate excluding the entry fee. They may stipulate that this repayment be deferred for up to three years after the member’s departure. Even where the articles of association make no such provision, the cooperative remains entitled to defer the repayment for up to three years where it would cause the cooperative considerable losses or jeopardise its continued existence. Any entitlement of the cooperative to a severance penalty paid by the departing member is unaffected by this provision. The claims of departing members or their heirs prescribe three years after the time at which the settlement becomes payable by the cooperative.2.  By lawArt. 865 Where the articles of association make no provision for a settlement entitlement, departing members or their heirs have no such entitlement. Where the cooperative is dissolved within one year of the member’s departure or death and the assets are distributed, the departed member or their heirs have the same entitlement as the members present on dissolution.E.  DutiesI.  Duty of loyaltyArt. 866The members are obliged to safeguard the interests of the cooperative loyally and in good faith.II.  Duty to make contributionsArt. 867 The articles of association define the obligatory contributions. Where the members are obliged to pay in contributions on share certificates or to make other contributions, the cooperative must call them in by registered letter with an appropriate time limit for performance. Where no payment is forthcoming on first request and the member fails to comply within one month of a second call for payment, the member may be declared to have forfeited their rights as member of the cooperative, providing they were previously warned of this consequence by registered letter. Unless the articles of association provide otherwise, the declaration of forfeiture does not release the member from obligations already due or falling due by virtue of their exclusion.III.  Liability1.  Of the cooperativeArt. 868The cooperative is liable with its assets for its obligations. It is liable exclusively, unless the articles of association provide otherwise.2.  Of the membersa.  Unlimited liabilityArt. 869 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have unlimited personal liability. Where this is the case and creditors suffer losses on the insolvency of the cooperative, the members are jointly and severally liable with their entire assets for all obligations of the cooperative. Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.b.  Limited liabilityArt. 870 Except in the case of licensed insurance cooperatives, the articles of association may provide that, after the cooperative’s assets, the members have limited personal liability for the cooperative’s obligations above and beyond their membership contributions and the value of their cooperative shares, although only up to a specified amount. Where shares are held in the cooperative, the amount for which the individual members are liable is determined by the value of their share. Claims in respect of this liability are brought by the insolvency administrators until the insolvency proceedings are complete.c.  Liability to make additional contributionsArt. 871 Instead of or in addition to such liability, the articles of association may require the members to make additional contributions, which may be used only to cover net losses for the year. The liability to make additional contributions may be unlimited or else limited to specified amounts or to a specified proportion of the member’s contribution or share in the cooperative. Where the articles of association make no provision on how additional contributions are to be shared among the members, the amount due from each is determined according to the value of their shares in the cooperative or, where no such shares exist, on a per capita basis. The additional contributions may be called in at any time. If the cooperative is insolvent, the right to call in additional contributions accrues to the insolvency administrators. In other respects the provisions governing the calling-in of contributions and declaration of forfeiture are applicable.d.  Inadmissible restrictionsArt. 872Any provisions made in the articles of association which limit liability to a specific time or to particular obligations or groups of members are void.e.  Procedure in insolvencyArt. 873 In the event of the insolvency of a cooperative in which the members are personally liable or liable to make additional contributions, at the same time as they draw up the schedule of claims the insolvency administrators must determine and call in the provisional personal liability of each individual member or the additional contributions they must make. Irrecoverable amounts must be spread equally among the other members, and surpluses repaid once the final distribution plan has been formulated. The members’ right of recourse against each other is reserved. The provisional determination of members’ obligations and the distribution plan are subject to challenge by appeal on procedural grounds pursuant to the Debt Enforcement and Bankruptcy Act of 11 April 1889. The procedure is determined by Federal Council ordinance.SR 281.1 Amended by No II 10 of the FA of 20 March 2008 on the Formal Revision of Federal Legislation, in force since 1 Aug. 2008 (AS 2008 3437 3452; BBl 2007 6121).f.  Amendment of liability provisionsArt. 874 The provisions governing the personal liability or liability to make additional contributions of the members and the reduction or cancellation of share certificates may be amended only by amending the articles of association. Furthermore, the provisions governing reductions of capital by companies limited by shares apply to any reduction or cancellation of share certificates. Any reduction of a member’s personal liability or liability to make additional contributions shall have no effect on obligations that arose prior to publication of the amendment to the articles of association. Where a member’s personal liability or liability to make additional contributions is established or increased, on entry of the resolution in the commercial register it works in favour of all creditors of the cooperative. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).g.  Liability of new membersArt. 875 A person joining a cooperative in which the members are personally liable or liable to make additional contributions has the same liability as the other members for the cooperative’s obligations, including those that arose before the new member joined. Any contrary provision made in the articles of association or by agreement between the members has no effect against third parties.h.  Liability after departure or dissolutionArt. 876 Where a member with limited or unlimited liability leaves the cooperative as a result of death or for some other reason, that member remains liable for the obligations arising prior to departure if the cooperative becomes insolvent within one year or any longer period stipulated in the articles of association of the date on which the departure was entered in the commercial register. Any liability to make additional contributions remains effective on the same conditions and subject to the same time limits. Where a cooperative is dissolved, the members likewise remain liable or obliged to make additional contributions if insolvency proceedings are commenced in respect of the cooperative within one year or any longer period stipulated in the articles of association of the date on which such dissolution was entered in the commercial register.i.  Notification of accessions and departures for entry in the commercial registerArt. 877 Where the members have limited or unlimited liability for the cooperative’s debts or are liable to make additional contributions, the board must notify every accession or departure of a member for entry in the commercial register within three months. Further, every departing or excluded member and the heirs of a member have the right to have the member’s departure, exclusion or death entered in the register on their initiative. The commercial register office must immediately notify the cooperative’s board of any such notification. Licensed insurance cooperatives are exempt from the duty to notify their members for entry in the commercial register.k.  Prescriptive periods for liabilityArt. 878 Creditors’ claims in respect of the personal liability of individual members may be brought by any creditor at any time up to one year after completion of insolvency proceedings, unless the law provides for their extinction at an earlier juncture. The members’ right of recourse against each other likewise prescribes three years after the date of the payment to which the claim relates. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).Section Five:  Organisation of the CooperativeA.  General assembly of membersI.  PowersArt. 879 The supreme governing body of a cooperative is the general assembly of members. It has the following inalienable powers:1. to determine and amend the articles of association;2. to elect the board and the external auditor;2. to approve the annual accounts and if applicable to pass resolutions on the allocation of the balance sheet profit;3. to approve the management report and the consolidated accounts;3. to pass resolutions on repaying capital reserves;4. to discharge the board;5. to make resolutions concerning the matters reserved to the general assembly of members by law or the articles of association. 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, 2004 3969). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  BallotArt. 880In the case of cooperatives with more than 300 members or in which the majority of members are themselves cooperatives, the articles of association may stipulate that all or some of the powers of the general assembly of members be exercised by ballot.III.  Convening the general assembly 1.  Right and dutyArt. 881 The general assembly of members shall be convened by the board or any other governing body on which the articles of association confer such authority, and where necessary by the external auditor. The liquidators and the representatives of bond creditors also have the right to convene a general assembly.  The general assembly of members must be convened at the request of at least one-tenth of the members or, in the case of cooperatives with fewer than 30 members, at least three members. Where the board fails to grant such a request within a reasonable period, on application the court must order that a general assembly be convened. First sentence 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, 2004 3969).2.  FormArt. 882 The general assembly of members must be convened in the form prescribed by the articles of association but in any event no later than five days before the date for which it is scheduled. In the case of cooperatives with more than 30 members, convocation is effective as soon as it is publicly announced.3.  Agenda itemsArt. 883 The notice convening the meeting must include the agenda items to be discussed and the essential content of any proposed amendments to the articles of association.  No resolutions may be made on motions relating to agenda items that were not duly notified, except by means of a motion to convene a further general assembly. No advance notice is required to propose motions on duly notified agenda items and to debate items without passing resolutions.4.  Universal meetingArt. 884Where all the cooperative’s members are present, they may, if no objection is raised, pass resolutions without needing to comply with the formal convocation requirements.IV.  Voting rightsArt. 885Every member has one vote at the general assembly of members or in the ballot.V.  RepresentationArt. 886 A member may exercise their right to vote at the general assembly of members by appointing another member to act as their representative, but no representative may represent more than one member. In the case of cooperatives with more than 1,000 members, the articles of association may stipulate that each member may represent more than one other member but never more than nine. The articles of association reserve the right to permit representation of members by relatives with capacity to act.VI.  Exclusion of right to voteArt. 887 In the case of resolutions concerning the discharge of the board, persons who have participated in any manner in the management of the cooperative’s business have no right to vote. ... Repealed 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), with effect from 1 Jan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).VII.  Resolutions 1.  In generalArt. 888 Unless otherwise provided for by law or the articles of association, the general assembly of members shall pass resolutions and decide elections by an absolute majority of the votes cast. The same applies to resolutions and elections by ballot. The dissolution of the cooperative and any amendment to the articles of association require a majority of two-thirds of the votes cast. The articles of association may stipulate more restrictive conditions for such resolutions. Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).2.  Increase of members’ obligationsArt. 889 Resolutions to introduce or increase the members’ personal liability or their liability to make additional contributions require the consent of three-quarters of all members. Members who did not vote in favour are not bound by such resolutions providing they give notice of their departure from the cooperative within three months of the publication of the resolution in question. Such departure takes effect as of the date on which the resolution comes into force. In such cases, departure may not be made conditional on payment of a severance penalty.VIII.  Dismissal of the board and the external auditor 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, 2004 3969).Art. 890 The general assembly of members is entitled to dismiss the members of the board and the external auditor and any registered attorneys or commercial agents appointed by them. On application by at least one-tenth of the members, the court may order such dismissals where good cause exists and, in particular, where the persons in question neglected their duties or were unable to fulfil them. In such cases the court must, where necessary, order that fresh elections be held by the competent body of the cooperative and take appropriate measures for the interim. The claims for compensation of persons thus dismissed are reserved. 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, 2004 3969).IX.  Challenging resolutions of the general assemblyArt. 891 The board or any member may challenge resolutions made by the general assembly of members or by ballot which violate the law or the articles of association by bringing action against the cooperative before the court. Where the board is the claimant, the court shall appoint a representative for the cooperative. The right of challenge lapses where the action is not brought within two months of the adoption of the resolution. A court judgment that annuls a resolution is effective for and against all the members.X.  Assembly of delegatesArt. 892 Cooperatives with more than 300 members or in which the majority of the members are cooperatives may delegate all or some of the powers of the general assembly of members to an assembly of delegates by means of the articles of association. Rules governing the composition, election and convocation of the assembly of delegates are laid down in the articles of association. Every delegate has one vote in the assembly of delegates, unless different provision for right to vote is made in the articles of association. In other respects the statutory provisions governing the general assembly of members apply to the assembly of delegates.XI.  Exceptions for insurance cooperativesArt. 893 Licensed insurance cooperatives with more than 1,000 members may delegate all or some of the powers of the general assembly of members to the board by means of the articles of association. The powers of the general assembly of members to introduce or increase the members’ liability to make additional contributions and to dissolve, merge, split and modify the legal form of the cooperative are not transferable. Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 (AS 2004 2617; BBl 2000 4337).XII.  Venue and use of electronic meansArt. 893aThe rules of the law on companies limited by shares on the venue and using electronic means when preparing for and conducting the general assembly apply mutatis mutandis.  Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  BoardI.  Eligibility1.  MembershipArt. 894 The board of the cooperative shall comprise at least three persons; a majority of them must be members. Where a legal entity or commercial company holds a participation in the cooperative, it shall not be eligible as such to serve as a member of the board; however, its representative may be elected in its stead. 2....Art. 895 Repealed 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), with effect from 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Term of officeArt. 896 The members of the board shall be elected for a maximum term of office of four years, but may be re-elected unless the articles of association provide otherwise. The provisions governing companies limited by shares apply to terms of office of members of the board of licensed insurance cooperatives.III.  Administrative committeesArt. 897The articles of association may delegate some of the duties and powers of the board to one or more committees elected by the board.IV.  Business management and representation1.  DelegationArt. 898 The articles of association may authorise the general assembly of members or the board to delegate responsibility for managing the cooperative’s business or parts thereof and for representing the cooperative to one or more persons, business managers or executive officers, who need not be members of the cooperative. A cooperative must be able to be represented by a person who is resident in Switzerland. This person must be a director, a business manager or an executive officer. This person must have access to the register under Article 837. 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, 2004 3969). Amended 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, in force since 1 July 2015  (AS 2015 1389; BBl 2014 605).2.  Scope and restrictionArt. 899 The persons with authority to represent the cooperative may carry out in its name any transactions conducive to the achievement of the cooperative’s objects. Any restriction of such authority shall have no effect in relation to bona fide third parties, subject to any provisions entered in the commercial register that govern exclusive representation of the principal place of business or a branch office or joint management of the cooperative. The cooperative is liable for any loss or damage resulting from unauthorised acts carried out in the exercise of his function by a person authorised to manage the cooperative’s business or to represent it.3.  Contracts between the cooperative and its representativesArt. 899aIf the cooperative is represented in the conclusion of a contract by the same person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the cooperative's goods or services does not exceed 1,000 francs. 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), in force since 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).4.  Signatures 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, 2004 3969).Art. 900The persons with authority to represent the cooperative must sign by appending their signature to the cooperative’s business name. 5.  ...Art. 901 Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Duties1.  In generalArt. 902 The board must conduct the business of the cooperative with all diligence and employ its best endeavours to further the cooperative’s cause. In particular, it has a duty:1. to prepare the business of the general assembly of members and implement its resolutions;2. to supervise the persons entrusted with the cooperative’s business management and representation with regard to compliance with the law, the articles of association and any applicable regulations and to keep itself regularly informed of the cooperative’s business performance. The board is responsible for ensuring that:1. the minutes of its meetings, the minutes of the general assembly, the necessary accounting records and the membership list are kept properly;2. the annual report is drawn up and submitted to the external auditor for examination in accordance with the statutory provisions; and 3. the prescribed notifications concerning accessions and departures of members are made to the commercial register office. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Repayment of contributionsArt. 902aThe rules of the law on companies limited by shares apply mutatis mutandis to the repayment of contributions.  Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Imminent insolvency, loss of capital and overindebtednessArt. 903 The provisions of the law on companies limited by shares on imminent insolvency, overindebtedness and the revaluation of immovable property and participations apply mutatis mutandis. In the case of cooperatives with share certificates, the provisions of the law on companies limited by shares on loss of capital also apply mutatis mutandis. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Return of payments to membersArt. 904 In the event that the cooperative becomes insolvent, the board is obliged to reimburse the cooperative's creditors for all payments received in the three years prior to the onset of insolvency in the form of shares in the profit or under any other designation to the extent such payments exceed adequate remuneration for the consideration rendered and should not have been made under a prudent accounting regime. Such reimbursement shall be excluded to the extent that no claim for it exists under the provisions governing unjust enrichment. The court shall decide at its discretion, taking due account of all the circumstances.VII.  Dismissal and suspensionArt. 905 The board may at any time dismiss the committees, business managers, executive officers and other registered attorneys and commercial agents that it has appointed. The registered attorneys and commercial agents appointed by the general assembly of members may be suspended from their duties at any time by the board, providing a general meeting is convened immediately. Claims for compensation made by persons dismissed or suspended are reserved.C.  External auditorI.  In generalArt. 906 The external auditor is governed mutatis mutandis by the provisions on companies limited by shares. An ordinary audit of the annual accounts may be requested by:1. 10 per cent of the members;2. members who together represent at least 10 per cent of the nominal capital;3. members who personally liable or under an obligation to make additional capital contributions. 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, 2004 3969).II.  Verification of the membership listArt. 907 In the case of cooperatives in which the members are personally liable or liable to make additional capital contributions, the external auditor must verify that the membership list has been kept correctly. If the cooperative has no external auditor, the board must arrange for the membership list to be verified by a licensed auditor. 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, 2004 3969). Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10). Revised by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA; SR 171.10).D.  Defects in organisationArt. 908In the case of defects in the organisation of a cooperative, the corresponding provisions on companies limited by shares apply. 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, 2004 3969).Art. 909  and 910 Repealed 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), with effect from 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).Section Six:  Dissolution of the CooperativeA.  Grounds for dissolutionArt. 911The cooperative shall be dissolved:1. in accordance with the articles of association;2. by resolution of the general assembly of members;3. by the commencement of insolvency proceedings;4. in the other cases provided for by law.B.  Entry in the commercial registerArt. 912 The dissolution of a cooperative must be entered in the commercial register. Notice of dissolution by court judgment must be given by the court to the commercial register office immediately. Notice of dissolution on other grounds must be given by the cooperative to the commercial register office. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Liquidation, distribution of assetsArt. 913 The cooperative shall be liquidated in accordance with the provisions governing companies limited by shares, subject to the following provisions. The assets of the dissolved cooperative remaining after payment of all its debts and repayment of any shares may be distributed among the members only where the articles of association provide for such distribution. Unless the articles of association provide otherwise, in this case the assets are distributed among the members as at the time of dissolution or their legal successors on a per capita basis. The statutory entitlement of departed members or their heirs to a financial settlement is reserved. Where the articles of association make no provision for such distribution among the members, the liquidation surplus must be used for the cooperative’s purpose or to promote charitable causes. Unless the articles of association provide otherwise, the general assembly of members shall decide on this matter.D.  ...Art. 914 Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).E.  Takeover by a public sector corporationArt. 915 Where the assets of a cooperative are taken over by the Confederation, by a canton or, under guarantee from the canton, by a district or commune, with the consent of the general assembly of members it may be agreed that no liquidation will take place. The resolution of the general assembly of members must be made in accordance with the provisions governing dissolution and notice thereof given to the commercial register office. On entry of such resolution in the commercial register, the transfer of the cooperative’s assets and debts is complete and the cooperative's name must be deleted. Section Seven:  LiabilityA.  Liability to the cooperativeArt. 916All persons engaged in the administration, business management or auditing or liquidation of the cooperative are liable to the cooperative for the losses arising from any wilful or negligent breach of their duties. 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, 2004 3969).B.  Liability to the cooperative, members and creditorsArt. 917 Any director or liquidator who wilfully or negligently breaches their statutory duties with regard to the overindebtedness of the cooperative is liable to the cooperative, the individual members and the creditors for the losses arising. Claims for compensation for losses suffered by the members and the creditors only indirectly through harm done to the cooperative must be brought in accordance with the provisions governing companies limited by shares.C.  Joint and several liability and recourseArt. 918 Where two or more persons are responsible for the same loss, they are jointly and severally liable. The right of recourse among several defendants shall be determined by the court with due regard to the degree of fault. D.  PrescriptionArt. 919 A claim for damages against any person held liable under the above provisions prescribes three years after the date on which the person suffering damage learned of the damage and of the person liable for it but in any event ten years after the date on which the harmful conduct took place or ceased. If the person liable has committed a criminal offence through his or her harmful conduct, then the right to damages or satisfaction prescribes at the earliest when the right to prosecute the offence becomes time-barred. If the right to prosecute is no longer liable to become time-barred because a first instance criminal judgment has been issued, the right to claim damages or satisfaction prescribes at the earliest three years after notice of the judgment is given. Amended by No I of the FA of 15 June 2018 (Revision of the Law on Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  Liability in credit and insurance cooperativesArt. 920In the case of credit cooperatives and licensed insurance cooperatives, liability shall be determined according to the provisions governing companies limited by shares.Section Eight:  Cooperative UnionsA.  RequirementsArt. 921Three or more cooperatives may form a cooperative union and constitute it as a cooperative.B.  OrganisationI.  Assembly of delegatesArt. 922 Unless the articles of association provide otherwise, the supreme governing body of the cooperative union shall be the assembly of delegates. The articles of association shall determine the number of delegates from the affiliated societies. Unless the articles of association provide otherwise, each delegate shall have one vote.II.  BoardArt. 923Unless the articles of association provide otherwise, the board shall be made up of members from the affiliated cooperatives.III.  Monitoring, challengeArt. 924 The articles of association may grant the board of the union the right to monitor the business activities of the affiliated cooperatives. They may the grant the board of the union the right to challenge in court the resolutions made by the individual affiliated societies.IV.  Exclusion of new obligationsArt. 925Accession to a cooperative union may not bring with it any obligations for the members of the acceding cooperative which they do not already have by law or under the articles of association of their own cooperative.Section Nine:  Involvement of Public Sector CorporationsArt. 926 Where public sector corporations such as the Confederation or a canton, district or commune have a public interest in a cooperative, the cooperative’s articles of association may grant that corporation the right to appoint representatives to the board or the external auditor. These directors and external auditors appointed by a public sector corporation shall have the same rights and duties as those elected by the cooperative.  Only the public sector corporation shall have the right to dismiss the representatives that it appointed to the board and the external auditor. The public sector corporation is liable to the cooperative, its members and creditors for the actions of these representatives, subject to the rights of recourse under federal and cantonal law. 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, 2004 3969). First sentence 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, 2004 3969).Division Four: The Commercial Register, Business Names and Commercial AccountingAmended by the Federal Act of 18 Dec. 1936, in force since 1 July 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). See the Final and Transitional Provisions of Title XXIV–XXXIII, at the end of this Code.Title Thirty: The Commercial Register Amended by No I 1 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021, Art. 928b und 928c in force since 1 April 2020 (AS 2020 957; BBl 2015 3617).A.  Definition and purposeArt. 927 The commercial register is a network of state-run databases. Its primary purpose is the recording and publication of legally relevant information about legal entities, which serves to provide legal certainty and protect third parties. Legal entities for the purpose of this Title are:1. sole proprietorships;2. general partnerships;3. limited partnerships;4. companies limited by shares;5. partnerships limited by shares;6. limited liability companies;7. cooperatives;8. associations;9. foundations;10. limited partnerships for capital investment schemes;11. investment companies with fixed capital;12. investment companies with variable capital;13. public institutions;14. branch offices.B.  OrganisationI.  Commercial register authoritiesArt. 928 The cantons are responsible for running the commercial register offices. They are free to run the commercial register on a cross-cantonal basis. The Confederation shall exercise oversight over the keeping of the commercial register.II.  Cooperation between authoritiesArt. 928a The commercial register authorities shall work together to fulfil their tasks. They shall provide each other with the information and documents that are required to fulfil their tasks. Unless the law provides otherwise, federal and cantonal courts and administrative authorities shall notify the commercial register offices of facts that require registration, amendment or deletion in the commercial register. Information and notifications are provided free of charge.C.  Central databasesArt. 928b The Federal Supervisory Authority operates the central databases on the legal entities and persons recorded in the cantonal registers. The central databases allow the registered legal entities and persons to be found, and their data to be linked and differentiated. The Federal Supervisory Authority is responsible for compiling the data for the central database on legal entities. It shall make the public data on legal entities available online free of charge for individual queries. The commercial register offices are responsible for compiling the data for the central database on persons. The Confederation is responsible for the security of the information systems and the legality of the data processing.D.  OASI number and personal number Term in accordance with Annex No 3 of the FA of 18 Dec. 2020 (Systematic Use of the OASI Number by Authorities), in force since 1 Jan. 2022 (AS 2021 758; BBl 2019 7359). This modification has been made in the provisions specified in the AS.Art. 928c The commercial register authorities shall use the OASI number systematically to identify natural persons. They shall only disclose the OASI number to other authorities and institutions that require the number to carry out their statutory duties in connection with the commercial register and that are entitled to make systematic use of the number. Natural persons recorded in the central database for persons shall also be allocated a non-descriptive personal number.E.  Registration, amendment and deletionI.  PrinciplesArt. 929 Entries in the commercial register must be true and must neither be misleading nor contrary to any public interest. Recording in the commercial register is based on an application. Documents must be provided in support of the information to be recorded. Entries may be made based on a judgment or ruling of a court or an administrative authority or ex officio.II. Business identification numberArt. 930The legal entities entered in the commercial register registered are assigned a business identification number in accordance with the Federal Act of 18 June 2010 on the Business Identification Number. SR 431.03III.  Obligation to register and voluntary registration1.  Sole proprietorships and branch officesArt. 931 A natural person who operates a business that in the most recent financial year achieved revenues of at least 100 000 francs must have their sole proprietorships entered in the commercial register at the place of foundation. Exempted from this obligation are members of the liberal professions and farmers who do not operate a commercial business. Branch offices must be entered in the commercial register of the place where they are located. Sole proprietorships and branch offices that are not required to register are nonetheless entitled to be registered.2.  Public institutionsArt. 932 Public institutions must be entered in the commercial register if they primarily carry on a private gainful economic activity or if the federal, cantonal or communal law requires their registration. They shall be registered at the location of their seat. Public institutions that are not required to register are nonetheless entitled to be registered.IV.  Change in factsArt. 933 If a fact must be entered in the commercial register, any change in this fact must also be recorded. A person no longer associated with an entity is entitled to apply for the entry relating to them to be deleted. The Ordinance regulates the details.V.  Ex officio deletion1.  Legal entities without business operations and without assetsArt. 934 If a legal entity is no longer operating as a business and if it no longer has any disposable assets, the commercial register office shall delete it from the commercial register. The commercial register office shall request the legal entity to give notice of any interest in keeping the entry. If there is no response to this request, it shall request other persons concerned to give notice of any such interest by publishing the request in the Swiss Official Commercial Gazette. If there is no response to this request, the legal entity shall be deleted. If other persons concerned give notice of an interest in keeping the entry, the commercial register office shall refer the matter to the court for a decision. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  In the event of a sole proprietorship or branch office having no domicileArt. 934a If a sole proprietorship no longer has a domicile, then if there is no response to a request published in the Swiss Official Commercial Gazette, it shall be deleted from the commercial register. If a branch office with a principal place of business in Switzerland no longer has a domicile, the branch office shall be deleted by the commercial register office if there is no response to a request made to the principal place of business. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  ReinstatementArt. 935 Any person claiming a legitimate interest may request the court to have a deleted legal entity reinstated in the commercial register. A person shall have a legitimate interest in particular if:1. on conclusion of the liquidation of the deleted legal entity not all its assets have been sold or distributed;2. the deleted legal entity is still a party to court proceedings;3. reinstatement is required in order to correct a public register; or4. in a case of bankruptcy, reinstatement of the deleted legal entity is required in order to conclude the bankruptcy proceedings. If there are defects in the organisation of the legal entity, the court shall take the required measures when ordering reinstatement.F.  Publicity and effectivenessI.  Publicity and publication on the internetArt. 936 The commercial register is public. The information made public includes the entries, applications and the supporting documents. OASI numbers are not public. The entries, articles of association and foundation deeds shall be made accessible on the internet free of charge. Further documents and applications may be inspected at the commercial register office concerned or may on request be made accessible on the internet. It shall be possible, based on certain criteria, to conduct a search of entries in the commercial register made accessible on the internet. Amendments to the commercial register must remain chronologically traceable.II.  Publication in the Swiss Official Commercial Gazette and start of effectivenessArt. 936a Entries in the commercial register shall be published online in the Swiss Official Commercial Gazette. They become effective on publication. All statutory publications shall also be made online in the Swiss Official Commercial Gazette.III.  EffectsArt. 936b If a fact is entered in the commercial register, no one may claim that they were unaware of it. Where the entry of a fact is required but such fact was not entered in the register, it may be relied on in relation to third parties only if it can be shown that they were aware of the said fact. Any person who has relied in good faith on a recorded fact even though it was incorrect must be protected in their good faith unless there are overriding interests to the contrary.G.  ObligationsI.  Obligation to verifyArt. 937The commercial register authorities shall verify whether the legal requirements for recording in the commercial register are met, and in particular whether the application and the supporting documents are not contrary to any mandatory regulations and have the legally required content.II.  Request and ex officio recordingArt. 938 The commercial register office shall request parties to fulfil the obligation to register and shall fix a deadline for doing so. If the parties do not comply with the request within the deadline, the office shall record the required entries ex officio.III. Organisational defects Art. 939 If the commercial register office identifies defects in the organisational aspects required by law of trading companies, cooperatives, associations, foundations not subject to supervision or branch offices with principal place of business abroad that are entered in the commercial register, it shall request the legal entity concerned to rectify the defect, and fix a deadline for doing so. If the defect is not rectified not within the deadline, the office shall refer the matter to the court. The court shall take the required measures. In the case of foundations and legal entities that are subject to supervision under the Collective Investment Schemes Act of 23 June 2006, the matter shall be referred to the supervisory authority. SR 951.31H. Fixed penaltiesArt. 940Any person who is served by the commercial register office with a request to fulfil their obligation to register containing a reference to the penalties under this Article and who fails to comply with this obligation within the period allowed may be issued by the commercial register office with a fixed penalty not exceeding 5000 francs.I.  FeesArt. 941 Any person who gives cause for the commercial register authority to issue a ruling or who claims a service from the same must pay a fee. The Federal Council shall regulate the charging of the individual fees, in particular:1. the basis for calculating the fees;2. the waiving of fees;3. liability when more than one person is required to pay a fee;4. the due date, billing and advance payment of fees;5. the prescription of fee debts;6. the share of cantonal fee revenues paid to the Confederation. It shall take account of the equivalence principle and the break-even principle in regulating the fees.J.  Legal remediesArt. 942 Rulings of the commercial register offices may be contested within 30 days of being issued.  Each canton shall designate a higher court as the sole appellate authority. The cantonal courts shall give notice of their decisions to the commercial register office without delay and shall also give notice thereof to the federal oversight authority.K.  OrdinanceArt. 943The Federal Council shall issue regulations on:1. the keeping of the commercial register and oversight;2. application, registration, amendment, deletion and reinstatement;3. the content of entries;4. the supporting documents and their verification;5. publication and effectiveness;6. the organisation of the Swiss Official Commercial Gazette and its publication;7. cooperation and obligation to provide information;8. the use of OASI numbers and personal numbers;9. the centralised databases on legal entities and persons;10. the modalities for electronic communication;11. the procedures.Title Thirty-One:  Business NamesA.  General principles of business name compositionI.  General provisionsArt. 944 In addition to the essential content required by law, each business name may contain information which serves to describe the persons mentioned in greater detail, an allusion to the nature of the company or an invented name provided that the content of the business name is truthful, cannot be misleading and does not run counter to any public interest. The Federal Council may enact provisions regulating the permissible scope for use of national and territorial designations in business names.II.  Names of sole proprietorships1.  Essential content 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, 2004 3969).Art. 945 A person operating a business as sole proprietor must use his family name, with or without first name, as the essential content of his business name. If the business name contains other family names, it must indicate which one is the proprietor’s family name. The business name must not have any kind of suffix or ending which suggests constitution as a company or partnership. Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).2.  Exclusivity of the registered business nameArt. 946 The name of a sole proprietorship entered in the commercial register may not be used by another business proprietor in the same location even if he has the same first name and family name from which the older business name is formed. In such a case, the owner of the newer business must add a suffix or ending to his own name to produce a business name which is clearly distinct from the older business name. Claims in respect of unfair competition against sole proprietorships registered in other locations are reserved. Footnote relevant to German version. Footnote relevant to German version.Art. 947  and 948 Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 (AS 2016 1507; BBl 2014 9305). See however the transitional provision to this amendment at the end of the text.Art. 949 Repealed 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), with effect from 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).III.  Company names1.  Composition of the business nameArt. 950 Commercial enterprises and cooperatives are free to choose their business name subject to the general principles on the composition of business names. The business name must indicate the legal form. The Federal Council shall specify which abbreviations of legal forms are permitted. Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).2.  Exclusivity of the registered business nameArt. 951The business names of a commercial enterprise or a cooperatives must be clearly distinct from every other business name of businesses in any of these legal forms already registered in Switzerland. Amended by No I of the FA of 25 Sept. 2015 (Law of Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305). See however the transitional provision to this amendment at the end of the text.IV.  Branch officesArt. 952 A branch office must have the same business name as the principal place of business; however, it may append a special addition to its business name providing this applies only to that particular branch office. The business name of the branch office of a company whose seat is outside Switzerland must also indicate the location of the principal place of business, the location of the branch office and the express designation of branch office.V.  ...Art. 953  Repealed by No I of the FA of 25 Sept. 2015 (Law of Business Names), with effect from 1 July 2016 (AS 2016 1507; BBl 2014 9305).VI.  Change of nameArt. 954The previous business name may be retained where the name of the business owner or partner contained therein has been changed by operation of law or by the competent authority.B.  Obligation to use business and other namesArt. 954a In correspondence, on order forms and invoices and in official communications, the business or other name entered in the commercial register must be given in full and unamended. Shortened names, logos, trade names, brand names and similar may also be used. 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), in force since 1 Jan. 2008  (AS 2007 4791; BBl 2002 3148, 2004 3969).C.  Monitoring 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, 2004 3969).Art. 955The registrar is obliged ex officio to ensure that the interested parties comply with the provisions governing the composition of business names.D.  Reservation of other provisions of federal lawArt. 955aThe registration of a business name does not relieve the persons entitled to use the same of the obligation to comply with other provisions of federal law, in particular on protection against deceit in business.  Inserted by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017  (AS 2015 3631; BBl 2009 8533).E.  Protection of business names Amended by Annex No 2 of the FA of 21 June 2013, in force since 1 Jan. 2017  (AS 2015 3631; BBl 2009 8533).Art. 956 The business name of a sole proprietor or commercial company or cooperative entered in the commercial register and published in the Swiss Official Gazette of Commerce is for the exclusive use of the party that registered it. A party whose interests are injured by the unauthorised use of a business name may apply for an injunction banning further abuse of the business name and sue for damages if the unauthorised user is at fault.Title Thirty-Two: Commercial Accounting, Financial Reporting, Other Transparency and Due Diligence Obligations Amended by No I 2 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589). See also the Transitional Provision to this Amendment, at the end of this Code. Amended by No I of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399).Section One:  General ProvisionsA.  Duty to keep accounts and file financial reportsArt. 957 The duty to keep accounts and file financial reports in accordance with the following provisions applies to:1. sole proprietorships and partnerships that have achieved sales revenue of at least 500,000 francs in the last financial year;2. legal entities. The following need only keep accounts on income and expenditure and on their asset position:1. sole proprietorships and partnerships with less than 500,000 francs sales revenue in the last financial year;2. associations and foundations which are not required to be entered in the commercial Register;3. foundations that are exempt from the requirement to appoint an external auditor under Article 83b paragraph 2 Swiss Civil Code. For undertakings in accordance with paragraph 2, recognised accounting principles apply mutatis mutandis. SR 210B.  Accounting Art. 957a Accounting forms the basis for financial reporting. It records the transactions and circumstances that are required to present the asset, financing and earnings position of the undertaking (the economic position). It follows the recognised accounting principles. Particular note must be taken of the following:1. the complete, truthful and systematic recording of transactions and circumstances;2. documentary proof for individual accounting procedures;3. clarity;4. fitness for purpose given the form and size of the undertaking;5. verifiability. An accounting voucher is any written record on paper or in electronic or comparable form that is required to be able to verify the business transaction or the circumstances behind an accounting entry. Accounting is carried out in the national currency or in the currency required for business operations. It is carried out in one of the official Swiss languages or in English. It may be carried out in writing, electronically or in a comparable manner.C.  Financial reportingI.  Aim and constituent elementsArt. 958 Financial reporting is intended to present the economic position of the undertaking in such a manner that third parties can make a reliable assessment of the same. The accounts are filed in the annual report. This contains the annual accounts (the financial statements of the individual entity), comprising the balance sheet, the profit and loss account and the notes to the accounts. The regulations for larger undertakings and corporate groups are reserved. The annual report must be prepared within six months of the end of the financial year and submitted to the responsible management body or the responsible persons for approval. It must be signed by the chairperson of the supreme management or administrative body and the person responsible for financial reporting within the undertaking.II.  Principles of financial reporting1.  Going-concern assumptionArt. 958a Financial reporting is based on the assumption that the undertaking will remain a going concern for the foreseeable future. If it is intended or probably inevitable that all or some activities will cease in the next twelve months from the balance sheet date, then the financial reports for the relevant parts of undertaking must be based on realisable values. Provisions must be made for expenditures associated with ceasing activities. Derogations from the going-concern assumption must be specified in the notes to the accounts; their influence on the economic position must be explained.2.  Chronological and material distinctionArt. 958b Expenditure and income must be entered separately depending on the date and nature of the transaction. Provided the net proceeds from the sale of goods or services or financial income does not exceed 100,000 francs, accruals based on time may be dispensed with and instead based on expenditure and income. If the financial reporting is not carried out in francs, the annual average exchange rate shall be applied to ascertain the value in accordance with paragraph 2. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Recognised financial reporting principlesArt. 958c The following principles in particular apply to financial reports:1. they must be clear and understandable;2. they must be complete;3. they must be reliable;4. they must include the essential information;5. they must be prudent;6. the same rules must be applied in presentation and valuation;7. assets and liabilities and income and expenditure may not be offset against each other. The sum entered for the individual items on the balance sheet and in the notes to the account must be proven by an inventory or by some other method. Financial reports must be adapted to the special features of the undertaking and the sector while retaining the statutory minimum content.IV.  Presentation, currency and languageArt. 958d The balance sheet and the profit and loss account may be presented in account or in report form. Items that have no or a negligible value need not be shown separately. In the annual accounts, the corresponding values of the previous year must be shown alongside the figures for the relevant financial year. Financial reports are presented in the national currency or in the currency required for business operations. If the national currency is not used, the values must also be shown in the national currency. The exchange rates applied must be published in the notes to the accounts and if applicable explained. Financial reports are presented in one of the official Swiss languages or in English.D.  Publication and inspection Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 958e Following their approval by the competent management body, the annual accounts and consolidated accounts together with the audit reports must either be published in the Swiss Official Gazette of Commerce or sent as an official copy to any person who requests the same within one year of their approval at his or her expense where the undertaking:1. has outstanding debentures; or2. has equity securities listed on a stock market. Other undertakings must allow creditors who prove a legitimate interest to inspect the annual report and the audit reports. In the event of a dispute, the court decides. If the undertaking exercises a waiver in accordance with Article 961d paragraph 1, 962 paragraph 3 or 963a paragraph 1 number 2, publication and inspection shall be governed by the rules for its own annual accounts. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  Keeping and retaining accounting recordsArt. 958f The accounting records and the accounting vouchers together with the annual report and the audit report must be retained for ten years. The retention period begins on expiry of the financial year. The annual report and the audit report must be retained in a written form and signed. The accounting records and the accounting vouchers may be retained on paper, electronically or in a comparable manner, provided that correspondence with the underlying business transactions and circumstances is guaranteed thereby and provided they can be made readable again at any time. The Federal Council shall issue regulations on the accounting records that must be kept, the principles for keeping and retaining them and on the information carriers that may be used.Section Two:  Annual Accounts and Interim Accounts Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).A.  Balance sheetI.  Purpose of the balance sheet, duty to prepare a balance sheet and balance sheet eligibilityArt. 959 The balance sheet shows the asset and financing position of the undertaking on the balance sheet date. It is structured into assets and liabilities. Items must be entered on the balance sheet as assets if due to past events they may be disposed of, a cash inflow is probable and their value can be reliably estimated. Other assets may not be entered on the balance sheet. Cash and cash equivalents and other assets that will probably become cash or cash equivalents assets or otherwise be realised within one year of the balance sheet date or within the normal operating cycle must be entered on the balance sheet as current assets. All other assets are entered on the balance sheet as capital assets. Borrowed capital and shareholders’ equity must be entered on the balance sheet as liabilities. Liabilities must be entered on the balance sheet as borrowed capital if they have been caused by past events, a cash outflow is probable and their value can be reliably estimated. Liabilities must be entered on the balance sheet as current liabilities if they are expected to fall due for payment within one year of the balance sheet date or within the normal operating cycle. All other liabilities must be entered on the balance sheet as long-term liabilities. The shareholders’ equity must be shown and structured in the required legal form.II.  Minimum structureArt. 959a Among the assets, the liquidity ratio must be shown based on at least the following items, both individually and in the specified order:1. current assets:a. cash and cash equivalents and current assets with a stock exchange price,b. trade receivables,c. other current receivables,d. inventories and non-invoiced services,e. accrued income and prepaid expenses;2. capital assets:a. financial assets,b. shareholdings,c. tangible fixed assets, d. intangible fixed assets,e. non-paid up basic, shareholder or foundation capital. The due date of liabilities must be shown based on at least the following items, both individually and in the specified order:1. current borrowed capital:a. trade creditors,b. current interest-bearing liabilities,c. other current liabilities,d. deferred income and accrued expenses;2. long-term borrowed capital:a. long-term interest-bearing liabilities,b. other long-term liabilities,c. provisions and similar items required by law;3. shareholders’ equity:a. basic, shareholder or foundation capital, if applicable separately according to participation classes,b. statutory capital reserves,c. statutory retained earnings,d. voluntary retained earnings,e. own capital shares as negative items,f. profit carried forward or loss carried forward as negative items,g. annual profit or annual loss as negative items. Other items must be shown individually on the balance sheet or in the notes to the accounts, provided this is essential so that third parties can assess the asset or financing position or is customary as a result of the activity of the company. Receivables and liabilities vis-à-vis direct or indirect participants and management bodies and vis-à-vis undertakings in which there is a direct or indirect participation must in each case be shown separately on the balance sheet or in the notes to the accounts. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  Profit and loss account; minimum structureArt. 959b The profit and loss account shall present the earnings of the company over the financial year. It may be prepared according to the period-based accounting method or the cost of sales method. If the period-based accounting method is used (nature of expense method), a minimum of the following items must be shown individually and in the specified order:1. net proceeds from sales of goods and services;2. changes in inventories of unfinished and finished goods and in non-invoiced services;3. cost of materials;4. staff costs;5. other operational costs;6. depreciation and valuation adjustments on fixed asset items;7. financial costs and financial income;8. non-operational costs and non-operational income;9. extraordinary, non-recurring or prior-period costs and income;10. direct taxes;11. annual profit or annual loss. If the cost of sales method is used (activity-based costing method), a minimum of the following items must be shown individually and in the specified order:1. net proceeds from sales of goods and services;2. acquisition or manufacturing costs of goods and services sold;3. administrative costs and distribution costs;4. financial costs and financial income;5. non-operational costs and non-operational income;6. extraordinary, non-recurring or prior-period costs and income;7. direct taxes;8. annual profit or annual loss. If the cost of sales method is used, the notes to the accounts must also show the staff costs and, as a single item, depreciation and valuation adjustments to fixed asset items. Other items must be shown individually in the profit and loss account or in the notes to the accounts to the extent that this is essential in order that third parties can assess the earning power or is customary as a result of the activity of the company.C.  Notes to the accountsArt. 959c 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. 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. 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. in the event of the external auditor’s premature resignation or removal: the reasons therefor;15. all the capital increases and capital reductions that the board of directors has made within a capital band. 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. Undertakings with outstanding debentures must provide information on the amounts concerned, interest rates, maturity dates and other conditions. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  ValuationI.  PrinciplesArt. 960 Assets and liabilities are normally valued individually, provided they are significant and not normally consolidated as a group for valuation purposes due to their similarity. Valuation must be carried out prudently, but this must not prevent the reliable assessment of the economic position of the undertaking. If there are specific indications that assets have been overvalued or that provisions are too low, the values must be reviewed and adjusted if necessary.II.  Assets1.  In generalArt. 960a When first recorded, assets must be valued no higher than their acquisition or manufacturing costs. In any subsequent valuation, assets must not be valued higher than their acquisition or manufacturing costs. Provisions on individual types of assets are reserved. Loss in value due to usage or age must be taken into account through depreciation, while other losses in value must be taken into account through valuation adjustments. Depreciation and valuation adjustments must be applied in accordance with generally recognised commercial principles. They must be deducted directly or indirectly from the relevant assets and charged to the profit and loss account and may not be shown under liabilities. For replacement purposes and to ensure the long-term prosperity of the undertaking, additional depreciation and valuation adjustments may be made. For the same purposes, the cancellation of depreciation and valuation adjustments that are no longer justified may be dispensed with.2.  Assets with observable market pricesArt. 960b In the subsequent valuation, assets with a stock exchange price or another observable market price in an active market may be valued at that price as of the balance sheet date, even if this price exceeds the nominal value or the acquisition value. Any person who exercises this right must value all assets in corresponding positions on the balance sheet that have an observable market price at the market price as of the balance sheet date. In the notes to the accounts, reference must be made to this valuation. The total value of the corresponding assets must be disclosed separately for securities and other assets with observable market price. If assets are valued at the stock exchange price or at the market price as of the balance sheet date, a value adjustment to be charged to the profit and loss account may be made in order to take account of fluctuations in the price development. Such valuation adjustments are not permitted, however, if they would result in both the acquisition value and the lower market value being undercut. The total amount of fluctuation reserves must be shown separately on the balance sheet or in the notes to the accounts.3.  Inventories and non-invoiced servicesArt. 960c If the realisable value in the subsequent valuation of inventories and non-invoiced services taking account of expected costs is less than the acquisition or manufacturing costs on balance sheet date, this value must be entered. Inventories comprise raw materials, work in progress, finished goods and resale merchandise.4.  Capital assetsArt. 960d Capital assets are assets that are acquired with the intention of using or holding them for the long-term. Long-term means a period of more than twelve months. Shareholdings are shares in the capital of another undertaking that are held for the long-term and confer a significant influence. This is presumed if the shares confer at least 20 per cent of the right to vote.III.  LiabilitiesArt. 960e Liabilities must be entered at their nominal value. If past events lead to the expectation of a cash outflow in future financial years, the provisions probably required must be made and charged to the profit and loss account. Provisions may also be made in particular for:1. regularly incurred expenditures from guarantee commitments;2. renovations to tangible fixed assets;3. restructuring;4. securing the long-term prosperity of the undertaking. Provisions that are no longer required need not be cancelled.E.  Interim accountArt. 960f An interim account shall be prepared in accordance with the rules on annual accounts and shall comprise a balance sheet, a profit and loss account and the notes to the accounts. The rules for larger undertakings and groups are reserved. Simplifications or abbreviations are permitted provided they do not adversely affect the presentation of the business performance. The account must as a minimum have the headings and subtotals contained in the most recent annual accounts. In addition, the notes to interim accounts shall contain the following information:1. the purpose of the interim account;2. the simplifications and abbreviations, including any derogations from the principles applied in the most recent annual accounts;3. other factors that have significantly influenced the economic situation of the undertaking during the reporting period, in particular comments on seasonal factors. The interim account shall be designated as such. It must be signed by the chair of the highest management or administration body and the person responsible within the undertaking for the interim account. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Section Three:  Financial Report for Larger UndertakingsA.  Additional requirements for the annual reportArt. 961Undertakings that are required by law to have an ordinary audit must:1. provide additional information in the notes to the annual accounts;2. prepare a cash flow statement as part of the annual accounts;3. draw up a management report.B.  Additional information in the notes to the annual accountsArt. 961aThe notes to the annual accounts must also contain the following information:1. long-term interest-bearing liabilities, arranged according to due date within one to five years or after five years;2. on the fees paid to the external auditor, with separate items for audit services and other services.C.  Cash flow statementArt. 961bThe cash flow statement presents separately changes in cash and cash equivalents from business operations, investment activities and financing activities.D.  Management reportArt. 961c The management report presents the business performance and the economic position of the undertaking and, if applicable, of the corporate group at the end of the financial year from points of view not covered in the annual accounts. The management report must in particular provide information on:1. the number of full-time positions on annual average;2. the conduct of a risk assessment;3. orders and assignments;4. research and development activities;5. extraordinary events;6. future prospects. The management report must not contradict the economic position presented in the annual accounts.E.  Simplifications Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 961d The additional information in the notes to the annual accounts, the cash flow statement and the management report may be dispensed with if:1. the undertaking prepares an account or consolidated accounts in accordance with a recognised financial reporting standard; or2. a legal entity that controls the undertaking prepares consolidated accounts in accordance with a recognised financial reporting standard. The following persons may request financial reports in accordance with the regulations in this Section:1. company members who represent at least 10 per cent of the basic capital;2. 10 per cent of cooperative members or 20 per cent of the members of an association;3. any company member or any member subject to personal liability or a duty to pay in further capital. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Section Four:  Financial Statements in accordance with Recognised Financial Reporting StandardsA.  GeneralArt. 962 In addition to annual accounts under this Title, the following must prepare financial statements in accordance with a recognised financial reporting standard:1. companies whose equity securities are listed on a stock market, if the stock market so requires;2. cooperatives with a minimum of 2000 members;3. foundations that are required by law to have an ordinary audit. The following may also request financial statements in accordance with a recognised standard:1. company members who represent at least 20 per cent of the basic capital;2. 10 per cent of cooperative members or 20 per cent of the members of an association;3. any company member or any member subject to personal liability or a duty to pay in further capital. The duty to prepare financial statements in accordance with a recognised standard ceases to apply if consolidated accounts are prepared in accordance with a recognised standard. The supreme management or administrative body is responsible for choosing the recognised standard, unless the Articles of Association, the by-laws or the foundation deed provide otherwise or the supreme management body fails to specify the recognised standard.B.  Recognised financial reporting standards Art. 962a If financial statements are prepared in accordance with a recognised financial reporting standard, details of the standard must be given in the financial statements. The chosen recognised standard must be applied in its entirely and for the financial statements as a whole. Compliance with the recognised standard must be verified by a qualified audit specialist. An ordinary audit must be made of the financial statements. Financial statements in accordance with a recognised standard must be submitted to the supreme management body when the annual accounts are submitted for approval, although they do not require approval. The Federal Council shall specify the recognised standards. It may stipulate requirements that must be met when choosing a standard or when changing from one standard to another.Section Five:  Consolidated AccountsA.  Duty to prepareArt. 963 Where a legal entity that is required to file financial reports controls one or more undertakings that are required to file financial reports, the entity must prepare consolidated annual accounts (consolidated accounts) in the annual report for all the undertakings controlled. A legal entity controls another undertaking if it:1. directly or indirectly holds a majority of votes in the highest management body;2. directly or indirectly has the right to appoint or remove a majority of the members of the supreme management or administrative body; or3. it is able to exercise a controlling influence based on the articles of association, the foundation deed, a contract or comparable instruments. A recognised standard under Article 963b may define the group of undertakings. Associations, foundations and cooperatives may delegate the duty to prepare consolidated accounts to a controlled undertaking provided the controlled undertaking concerned brings all the other undertakings together under a single management by holding a voting majority or in any other way and proves that it actually exercises control.B.  Exemption from the duty to prepare accountsArt. 963a A legal entity is exempt from the duty to prepare consolidated accounts if it:1. together with the controlled undertaking has not exceeded two of the following thresholds in two successive financial years:a. a balance sheet total of 20 million francs,b. sales revenue of 40 million francs,c. 250 full-time positions on annual average; 2. is controlled by an undertaking whose consolidated accounts have been prepared and audited in accordance with Swiss or equivalent foreign regulations; or3. it has delegated the duty to prepare consolidated accounts to a controlled undertaking in accordance with Article 963 paragraph 4. Consolidated accounts must nonetheless be prepared where:1. this is necessary in order to make the most reliable assessment of the economic position;2. company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require;3. a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or4. the foundation supervisory authority so requires. If the financial reporting is not carried out in francs, in order to ascertain the values in accordance with paragraph 1 number 1 the exchange rate on the balance sheet date shall be applied for the balance sheet total and the annual average exchange rate for the sales revenue. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Recognised financial reporting standards Art. 963b The consolidated accounts of the following undertakings must be prepared in accordance with a recognised financial reporting standard:1. companies whose equity securities are listed on a stock market, if the stock market so requires;2. cooperatives with a minimum of 2000 members;3. foundations that are required by law to have an ordinary audit. Article 962a paragraphs 1–3 and 5 apply mutatis mutandis. The consolidated accounts of other undertakings are governed by recognised financial reporting principles. In the notes to the consolidated accounts, the undertaking shall specify the valuation principles. If it derogates from such rules, it shall give notice thereof in the notes to the accounts and provide the information required for assessing the asset, financing and earnings of the corporate group in a different form. Consolidated accounts must nonetheless be prepared in accordance with a recognised financial reporting standard where:1. company members who represent at least 20 per cent of the basic capital or 10 per cent of the members of a cooperative or 20 per cent of the members of an association so require; 2. a company member or an association member subject to personal liability or a duty to pay in further capital so requires; or3. the foundation supervisory authority so requires.Art. 964 Repealed by No I of the FA of 22 Dec. 1999, with effect from 1 June 2002  (AS 2002 949; BBl 1999 5149).Section Six:  Transparency on Non-Financial Matters Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional provision to this Amendment at the end of the text.A.  PrincipleArt. 964a Undertakings shall prepare a report on non-financial matters each year if:1. they are companies of public interest as defined in Article 2 letter c of the Auditor Oversight Act of 16 December 2005; 2.  together with the Swiss or foreign undertakings that they control, they have at least 500 full-time equivalent positions on annual average in two successive financial years; and 3.  together with the Swiss or foreign undertakings that they control, they exceed at least one of the following amounts in two successive financial years: a.  a balance sheet total of 20 million francs,b.  sales revenue of 40 million francs. The foregoing requirement does not apply to undertakings that are controlled by another undertaking:1.  to which paragraph 1 applies; or2.  that must prepare an equivalent report under foreign law. SR 221.302B.  Purpose and content of the reportArt. 964b The report on non-financial matters shall cover environmental matters, in particular the CO2 goals, social issues, employee-related issues, respect for human rights and combating corruption. The report shall contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on these non-financial matters. The report shall include in particular:1.  a description of the business model;2.  a description of the policies adopted in relation to the matters referred to in paragraph 1, including the due diligence applied;3.  a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures;4.  a description of the main risks related to the matters referred to in paragraph 1 and how the undertaking is dealing with these risks; in particular it shall cover risks:a.  that arise from the undertaking's own business operations, andb.  provided this is relevant and proportionate, that arise from its business relationships, products or services;5.  the main performance indicators for the undertaking's activities in relation to the matters referred to in paragraph 1. If the report is based on national, European or international regulations, such as the principles laid down by the Organisation for Economic Cooperation and Development (OECD) in particular, the regulations applied must be mentioned in the report. In applying such regulations, it must be ensured that all the requirements of this Article are met. If necessary, a supplementary report must be prepared. If an undertaking has sole control or joint control with other company of one or more other Swiss or foreign undertakings, the report shall cover all these undertakings. If the undertaking does not follow a policy with respect to one or more of the matters referred to in paragraph 1, it shall explain this clearly in the report, stating the reasons therefor. The report shall be prepared in a national language or in English.C.  Approval, publication, keeping and retainingArt. 964c The report on non-financial matters requires the approval and signature of the supreme management or governing body and the approval of the governing body responsible for approving the annual accounts. The supreme management or governing body shall ensure that the report:1.  is published online immediately following approval;2.  remains publicly accessible for at least ten years. Article 958f applies by analogy to keeping and retaining the reports.Section Seven: Transparency in Raw Material Companies Originally: Section Six and Art. 964a–964f. Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2021 (AS 2020 4005; BBl 2017 399). See also  Art. 7 of the transitional provision to this Amendment at the end of the text.A.  PrincipleArt. 964d Companies that are required by law to undergo an ordinary audit and which and which are either themselves or through a company that they control involved in the extraction of minerals, oil or natural gas or in the harvesting of timber in primary forests must produce a report each year on the payments they have made to state bodies. If the company must draw up consolidated annual accounts, then it must produce a consolidated report on payments made to state bodies (group payments report); this replaces the reports from the individual companies. If a company with registered office in Switzerland is included in the group payments report that it or another company with registered office abroad has produced in accordance with the Swiss or equivalent regulations, it need not produce a separate report on payments made to state bodies. It must however in the Annex to the annual accounts indicate the other company in whose report it has been included, and publish this report. Extraction includes all activities carried out by the company in the areas of exploration, prospecting, discovery, development and extraction of minerals, oil and natural gas deposits and the harvesting of timber in primary forests. State bodies are national, regional or local authorities in a third country together with the departments and businesses controlled by such authorities. The correction by the FA Drafting Committee of 21 Nov. 2022, published on 9 Feb. 2023, relates to the French text only (AS 2023 62).B.  Forms of paymentArt. 964e The payments made to state bodies may comprise payments in cash or kind. They include in particular the following forms of payment:1. payments for production rights;2. taxes on production, the revenues or profits of companies, excluding value added or sales taxes and other taxes on consumption;3. user charges;4. dividends, with the exception of dividends paid to a state body as a member of the company, provided these are paid to the state body under the same conditions as to the other company members;5. signing, discovery and production bonuses;6. licence, rental and access fees or other considerations for permits or concessions;7. payments for improvements to the infrastructure. In the case of a payment in kind, the subject matter, value, method of valuation and if applicable the extent must be indicated.C.  Form and content of the reportArt. 964f The report on payments made to state bodies shall only cover payments related to business operations in the mineral, petroleum or natural gas extraction industry or to the harvesting of timber in primary forests. It covers any payments of 100,000 francs or more in any financial year made to state bodies, and includes both individual payments and payments made in two or more smaller sums that together amount to 100,000 francs or more. The report must indicate the amount of the payments made in total and broken down by type of service to each state body and each project. The report must be written in a national language or in English and be approved by the highest management or administrative body.D.  PublicationArt. 964g The report on payments made to state bodies must be published online within six months of the end of the financial year.  It must remain publicly accessible for at least ten years. The Federal Council may issue regulations on the structure of the data required in the report.E.  Keeping and retaining the reportArt. 964hArticle 958f applies to keeping and retaining the report on payments made to state bodies.F.  Extending the scope of applicationArt. 964iThe Federal Council may stipulate as part of an internationally coordinated procedure that that the obligations in Articles 964a–964e shall also apply to companies trading in raw materials.Section Eight: Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour Inserted by No I und III 1 of the FA of 19 June 2020 (Indirect Counter-Proposal to the Popular Initiative "For responsible businesses – protecting human rights and the environment"), in force since 1 Jan. 2022 (AS 2021 846; BBl 2017 399). See also the transitional provision to this Amendment at the end of the text.A.  PrincipleArt. 964j Undertakings whose seat, head office or principal place of business is located in Switzerland must comply with obligations of due diligence in the supply chain and report thereon if:1.  they place in free circulation or process in Switzerland minerals containing tin, tantalum, tungsten or gold or metals from conflict-affected and high-risk areas; or2.  they offer products or services in relation to which there is a reasonable suspicion that they have been manufactured or provided using child labour. The Federal Council shall specify annual import quantities of minerals and metals below which an undertaking is exempt from the due diligence and reporting obligation. It shall specify the requirements by which small and medium-sized undertakings and undertakings with low child labour risks are not obliged to verify whether there is a reasonable suspicion of child labour. It shall specify the requirements by which undertakings are exempt from the due diligence and reporting obligations if they comply with equivalent internationally recognised regulations, such as the principles laid down by the OECD in particular.B.  Due diligenceArt. 964k Undertakings shall maintain a management system and stipulate the following therein:1.  the supply chain policy for minerals and metals that potentially originate from conflict-affected and high-risk areas;2.  the supply chain policy for products or services in relation to which there is a reasonable suspicion of child labour;3.  a system by which the supply chain can be traced. They shall identify and assess the risks of harmful impacts in their supply chain. They shall draw up a risk management plan and take measures to minimise the risks identified. They shall have their compliance with the due diligence obligations in relation to the minerals and metals audited by an independent specialist. The Federal Council shall issue the detailed regulations; it shall base them on internationally recognised regulations, such as the OECD principles in particular.C.  ReportingArt. 964l The supreme management or governing body shall prepare a report each year on compliance with the due diligence obligations. The report shall be prepared in a national language or in English. The supreme management or governing body shall ensure that the report:1.  is published online within six months of the end of the financial year;2.  remains publicly accessible for at least ten years. Article 958f applies by analogy to keeping and retaining the reports. Undertakings that offer products and services from undertakings that have prepared a report are not themselves required to prepare a report for those products and services.Division Five: Negotiable SecuritiesAmended by the Federal Act of 18 Dec. 1936, in force since 1 July 1937  (AS 53 185; BBl 1928 I 205, 1932 I 217). See the Final and Transitional Provisions to Title XXIV–XXXIII, at the end of this Code.Title Thirty-Three:  Registered Securities, Bearer Securities and Instruments to OrderSection One:  General ProvisionsA.  Definition of negotiable securityArt. 965A negotiable security is any instrument to which a right attaches in such a manner that it may not be exercised or transferred to another without the instrument.B.  Obligation under the securityArt. 966 The obligor under a negotiable security is obliged to render performance only against surrender of the instrument. By rendering the performance due at maturity to the creditor as indicated by the instrument, the obligor is released from the obligation unless he is guilty of malice or gross negligence.C.  Transfer of the securityI.  General formArt. 967 The transfer of any negotiable security conferring title or a limited right in rem requires the transfer of possession of the instrument in all cases. In addition, the transfer of instruments to order requires endorsement and that of registered securities requires a written declaration, which must not be made on the instrument itself. By law or agreement, the transfer may require the participation of other persons, in particular the obligor.II.  Endorsement1.  FormArt. 968 In all cases, endorsement must be done in accordance with the provisions governing bills of exchange. The formal requirements for transfer are satisfied once the endorsement is completed and the instrument handed over.2.  EffectArt. 969In the case of all transferable securities, unless the content or nature of the instrument dictate otherwise, on endorsement and transfer of the instrument the rights of the endorser pass to the acquirer.D.  ConversionArt. 970 A registered security or instrument to order may be converted into a bearer security only with the consent of all the beneficiaries and obligors concerned. Such consent must be declared on the instrument itself. The same general principle applies to conversion of bearer securities into registered securities or instruments to order. In this case, where the consent of a beneficiary or obligor is lacking, conversion is effective but only as between the creditor who undertook it and his immediate legal successor.E.  CancellationI.  Party requesting cancellationArt. 971 A negotiable security that has been lost may be cancelled by the court. Cancellation may be requested by the beneficiary of the instrument at the time it was lost or its loss was discovered. Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since  1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). This amendment has been made in the provisions specified in the AS.II.  Procedure, effectArt. 972 Following cancellation of the instrument, the beneficiary may exercise his right even without the instrument or request the issue of a new instrument. In other respects, the provisions governing the individual types of securities apply to the procedure for and effect of cancellation.F.  Special provisionsArt. 973The special provisions governing negotiable securities, such as bills of exchange, cheques and mortgage bonds, are reserved.G.  Collective custody, global certificate and uncertificated securities Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233).I.  Collective custody of negotiable securitiesArt. 973a A bailee has the power to hold fungible negotiable securities from two or more bailors together in safe custody unless a bailor expressly requests that his securities be held separately. If fungible negotiable securities are entrusted to a bailee for collective custody, the bailor acquires on deposit joint fractional title to the negotiable securities of the same class belonging to the collective holding. In order to determine the fractional share, the nominal value or in the case of securities without nominal value, the number of securities, is decisive. A bailor has the right at any time, irrespective of the involvement or consent of the other bailors to withdraw negotiable securities from the collective holding to the extent of his share. Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).II.  Global certificateArt. 973b The obligor may issue global certificates or to replace two or more fungible negotiable securities entrusted to a single bailee with a global certificate, provided the conditions for issue or the articles of association of the company provide therefor or the bailors have consented thereto. The global certificate is a negotiable security in the same form as the individual rights that it represents. It is jointly owned by the participant bailors, in proportion to their shares. The status and rights of the joint owners in relation to the global certificate are governed by Article 973a paragraph 2 mutatis mutandis. Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315).III.  Uncertificated securities Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233).Art. 973c The obligor may issue uncertificated securities or replace fungible negotiable securities or global certificates that have been entrusted to a single bailee with uncertificated securities provided the conditions for issue or the articles of association provide therefor or the bailors have consented thereto. The obligor shall keep a book on the uncertificated securities that he has issued in which details of the number and denomination of the uncertificated securities issued and of the creditors are recorded. The book is not open for public inspection. The uncertificated securities are created on entry in the book and continue to exist only in accordance with such entry. The transfer of uncertificated securities requires a written declaration of assignment. Their pledging is governed by the provisions on the pledging of claims. Inserted by Annex No 3 of the Uncertificated Securities Act of 3 Oct. 2008, in force since 1 Jan. 2010 (AS 2009 3577; BBl 2006 9315). Amended by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021 (AS 2021 33; BBl 2020 233).I.  EstablishmentArt. 973dH. Ledger-based securities A ledger-based security is a right which, in accordance with an agreement between the parties:1. is registered in a securities ledger in accordance with paragraph 2; and2. may be exercised and transferred to others only via this securities ledger. The securities ledger must meet the following requirements:1. It uses technological processes to give the creditors, but not the obligor, power of disposal over their rights.2. Its integrity is secured through adequate technical and organisational measures, such as joint management by several independent participants, to protect it from unauthorised modification.3. The content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in linked accompanying data.4. Creditors can view relevant information and ledger entries, and check the integrity of the ledger contents relating to themselves without intervention by a third party. The obligor must ensure that the securities ledger is organised in accordance with its intended purpose. In particular, it must be ensured that the ledger operates in accordance with the registration agreement at all times. Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).II.  EffectsArt. 973e The obligor under a ledger-based security is entitled and obliged to render performance only to the creditor indicated in the securities ledger and subject to appropriate modification of the ledger. By rendering the performance due at maturity to the creditor indicated in the securities ledger, the obligor is released from the obligation even if the indicated creditor is not the actual creditor, unless the obligor is guilty of malice or gross negligence. When acquiring a ledger-based security in a securities ledger from the creditor indicated therein, the acquirer is protected even if the seller was not entitled to dispose of the ledger-based security, unless the acquirer acted in bad faith or with gross negligence. The obligor may raise against a claim deriving from a ledger-based security only those objections which: 1. are aimed at contesting the validity of the registration or derive from the securities ledger itself or its accompanying data; 2. he or she is personally entitled to raise against the current creditor of the ledger-based security; or3. are based on the direct relations between the obligor and a former creditor of the ledger-based security, if the current creditor intentionally acted to the detriment of the obligor when acquiring the ledger-based security Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).III.  TransferArt. 973f The transfer of the ledger-based security is subject to the provisions of the registration agreement. If the creditor of a ledger-based security is declared bankrupt, if his or her property is distrained or if a debt restructuring moratorium is authorised, the creditor's decisions regarding ledger-based securities are legally binding and effective against third parties, provided that they1. were made beforehand;2. have become irrevocable under the rules of the securities ledger or another trading facility; and3. were actually recorded in the securities ledger within 24 hours. When a bona fide acquirer of a certificated security and a bona fide acquirer of the ledger-based security have a conflicting claim to the same right, the former takes precedence over the latter. Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).IV.  CollateralArt. 973g Collateral may be posted even without the transfer of the ledger-based security, if:1. the collateral is visible in the securities ledger; and2. it is ensured that only the collateral recipient can dispose of the ledger-based security in the event of default. In other respects:1. the special lien on ledger-based securities is governed by the provisions on special liens that apply to certificated securities (Arts. 895–898 of the CC).2. the pledging of ledger-based securities is governed by the provisions on liens on debts and other rights as applicable for certificated securities (Arts. 899–906 of the CC). Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233). SR 210V.  CancellationArt. 973h The beneficiary of a ledger-based security may demand that the court cancel the security, provided that he or she furnishes credible evidence of his or her original power of disposal and of the loss thereof. Following cancellation of the instrument, the beneficiary may also exercise his or her right outside the ledger or, at his or her own expense, demand that the obligor allocate a new ledger-based security. In addition, Articles 982-986 apply mutatis mutandis to the procedure for and effect of cancellation. The parties may make provision for a simplified form of cancellation consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits. Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).VI.  Information and liabilityArt. 973iThe obligor under a ledger-based security or a right that is offered as such must inform each acquirer of:1. the content of the ledger-based security;2. the mode of operation of the securities ledger and the measures taken in accordance with Article 973d paragraphs 2 and 3 to protect the operation and integrity of the ledger. The obligor is liable for damage to the acquirer arising out of information that is inaccurate, misleading or in breach of statutory requirements, unless the obligor can prove that he or she acted with due diligence. Agreements which limit or exclude this liability are void. Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).Section Two:  Registered SecuritiesA.  DefinitionArt. 974A negotiable security is deemed a registered security if it is made out to a named person but is neither made out to order nor legally declared to be an instrument to order.B.  Evidence of creditor’s rightI.  As a general ruleArt. 975 The obligor is obliged to render performance only to a person who is the bearer of the instrument and who can show that he is the person in whose name the instrument is registered or the legal successor of such person. Where the obligor renders performance without such evidence, he is not released from his obligation towards a third party who can demonstrate his entitlement.II.  With qualified bearer securitiesArt. 976Where the obligor under the registered security has reserved the right to render performance to any bearer of the instrument, he is released from his obligation by rendering performance in good faith to such a bearer even if he did not request evidence of the creditor’s entitlement; however, he is not obliged to render performance to the bearer.C.  CancellationArt. 977 Where no special provision has been made, registered securities are cancelled in accordance with the provisions governing bearer securities. The obligor may make provision in the instrument for a simplified form of annulment consisting in a reduction of the number of public calls for presentation or a curtailment of the time limits, or may reserve the right to make valid performance even without presentation or annulment of the instrument, providing the creditor declares the borrower’s note void and the debt redeemed by public deed or authenticated document.Section Three:  Bearer Securities A.  DefinitionArt. 978 A negotiable security is deemed a bearer security if the wording or form of the instrument shows that the current bearer is recognised as the beneficiary. However, the obligor is no longer permitted to pay if subject to an attachment order served by a court or the police.B.  Obligor’s defencesI.  In generalArt. 979 Against a claim deriving from a bearer security, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee. Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security. The obligor may not plead the defence that the instrument entered circulation against his will.II.  In the case of bearer couponsArt. 980 Against a claim deriving from a bearer coupon, the obligor may not plead the defence that the debt principal has been redeemed. However, when redeeming the debt principal, the obligor is entitled to retain an amount corresponding to the interest payable on coupons falling due in the future which are not handed in with the debt instruments until the prescriptive periods applicable to such coupons have expired, unless the coupons not handed in have been cancelled or the amount thereof has been secured.C.  CancellationI.  In general1.  Application Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).Art. 981 Bearer securities, such as shares, bonds, dividend rights certificates, coupon sheets, subscription warrants for coupon sheets, but not individual coupons, are cancelled by the court at the request of the beneficiary. ... The applicant must satisfy the court that he possessed and lost the instrument. Where the bearer of a security with a coupon sheet or subscription warrant has merely lost the coupon sheet or subscription warrant, presentation of the security in question is sufficient to establish grounds for the application. Repealed by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).2.  Attachment orderArt. 982 At the applicant’s request, the obligor under the negotiable security may be forbidden to honour the security on presentation and warned of the danger of double payment. Where a coupon sheet is to be annulled, the provision governing cancellation of bearer coupons applies mutatis mutandis to the individual coupons falling due during the proceedings.3.  Public call for presentation, time limitArt. 983Where the court is satisfied that the applicant was in possession of the security but has since lost it, it issues a public notice calling on the unknown bearer to come forward and present the security within a specified time limit, failing which it will declare the security cancelled. The time limit must be at least six months; it commences on the date of the first public notice.4.  Form of public noticeArt. 984 The call for presentation of the security must be published in the Swiss Official Gazette of Commerce. In special cases, the court may adopt other means of publicising the call for presentation. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Effecta.  Where the security is presented Art. 985 Where the lost bearer security is presented, the court sets the applicant a time limit within which to bring an action for recovery thereof. Where the applicant fails to bring action within such time limit, the court returns the instrument and lifts the garnishee order.b.  Where the security is not presented Art. 986 Where the lost bearer security is not presented within the time limit, the court may cancel it or order further measures, depending on the circumstances. Notice of the cancellation of a bearer security must be published immediately in the Swiss Official Gazette of Commerce, and elsewhere at the court’s discretion. Following cancellation, the applicant is entitled at his expense to request the issue of a new bearer security or performance of the obligation due.II.  Of coupons in particularArt. 987 Where individual coupons have been lost, at the request of the beneficiary the court must order that the amount be deposited with the court at maturity or immediately if the coupon is already due. Where three years have elapsed since the maturity date and no beneficiary has come forward in the interim, the court must order the amount deposited to be released to the applicant.III.  In the case of banknotes and the like Art. 988Banknotes and other bearer securities issued in large numbers and payable on sight which are intended for circulation as replacement for money and made out in fixed denominations may not be cancelled.D.  Mortgage certificates Art. 989The special provisions governing mortgage certificates made out to the bearer are reserved. Amended by No II 2 of the FA of 11 Dec. 2009 (Register Mortgage Certificates and other amendments to Property Law), in force since 1 Jan. 2012  (AS 2011 4637; BBl 2007 5283).Section Four:  Bills and NotesA.  Capacity to incur Liability as a party to a BillArt. 990A person with capacity to enter into contracts has capacity to incur liability as a party to a bill of exchange.B.  The Bill of Exchange I.  Drawing and Formal Requirements of Bills of Exchange1.  RequirementsArt. 991A bill of exchange contains:1. the designation ‘bill of exchange’ in the text of the instrument and in the language in which it is issued;2. the unconditional instruction to pay a certain sum of money;3. the name of the person who is to pay (drawee);4. the due date;5. the bill domicile;6. the name of the person to whom or to whose order payment is to be made;7. the date and the place of issue;8. the drawer’s signature.2.  Required content lackingArt. 992 An instrument missing one of the elements stipulated in the previous article is not deemed a bill of exchange, except in the cases described in the following paragraphs. A bill of exchange containing no indication of the due date is deemed a sight bill. Where no other specific place is mentioned, the place indicated together with the name of the drawee is deemed both the bill domicile and the domicile of the drawee. A bill of exchange containing no indication of the place of issue is deemed drawn at the place indicated together with the name of the drawer.3.  TypesArt. 993 A bill of exchange may be made out to the drawer’s own order. It may be drawn on the drawer himself. It may be drawn for the account of a third party.4.  Payment of domiciled billsArt. 994A bill of exchange may be domiciled with a third party, at the drawee’s domicile or at another place.5.  Promise of interestArt. 995 In a bill of exchange payable on sight or at a stated period after presentation for acceptance, the drawer may stipulate that the bill amount will bear interest. For all other bills, the interest rate comment is deemed unwritten. The interest rate must be indicated on the bill of exchange; where there is no such indication, the interest rate comment is deemed unwritten. The interest accrues as of the date on which the bill of exchange was drawn, unless some other date is specified.6.  Discrepancy in specification of bill amountArt. 996 Where the bill amount is given in both letters and numbers, in the event of any discrepancy the amount given in letters is the valid amount. Where the bill amount is given more than once in both letters and numbers, in the event of any discrepancy the lowest amount is the valid amount.7.  Signatures of persons lacking capacityArt. 997Where a bill of exchange bears a signature of a person lacking capacity to enter into liabilities on a bill of exchange, a forged signature, the signature of a bogus person or a signature which for whatever other reason is not binding on the person who signed or in whose name the bill was signed, this fact has no effect on the validity of the other signatures.8.  Unauthorised signatureArt. 998A person who signs a bill of exchange as a representative of another without being authorised so to do is himself liable on the bill and, if he honours the bill, has the same rights as the party he purported to represent would have. The same applies to a representative who exceeds his power of representation.9.  Liability of the drawerArt. 999 The drawer is liable for the acceptance and payment of the bill of exchange. He may disclaim liability for acceptance; any comment whereby he disclaims liability for payment is deemed unwritten.10.  Blank billArt. 1000Where a bill of exchange that was incomplete when it was negotiated is completed in a manner contrary to the agreed terms, such non-compliance with the agreed terms may not be invoked against the bearer unless he acquired the bill in bad faith or was guilty of gross negligence when he acquired it.II.  Endorsement1.  TransferabilityArt. 1001 Any bill of exchange may be transferred by endorsement even if it is not expressly made out to order. Where the drawer has included the words “not to order” or a comment to that effect in the bill of exchange, the bill may be transferred only subject to the formal requirements and with the effects of a normal assignment. The endorsement may also be made out to the drawee, regardless of whether he has accepted the bill or not, to the drawer or to any other party liable on it. Such persons may endorse the bill further.2.  RequirementsArt. 1002 The endorsement must be unconditional. Conditions attached to the endorsement are deemed unwritten. A partial endorsement is void. An endorsement to the bearer is deemed a blank endorsement.3.  FormArt. 1003 The endorsement must be written on the bill of exchange itself or on a sheet attached thereto (annex, rider). It must be signed by the endorser. The endorsement need not designate the endorsee and may consist merely of the signature of the endorser (blank endorsement). In the latter case the endorsement is valid only if written on the reverse of the bill or on the annex.4.  Effectsa.  Transfer functionArt. 1004 The endorsement transfers all rights arising from the bill of exchange. If it is a blank endorsement, the bearer may1. add his name or the name of another person to the endorsement;2. endorse the bill further by blank endorsement or endorsement to a specified person;3. negotiate the bill further without completing the blank endorsement and without endorsing it.b.  Guarantee functionArt. 1005 Unless the bill contains a comment to the contrary, the endorser is liable for acceptance and payment. He may forbid further endorsement of the bill; in this case he is not liable to persons to whom the bill is further endorsed.c.  Proof of bearer’s entitlementArt. 1006 A person possessing the bill is the holder in due course providing he can demonstrate his entitlement by means of an uninterrupted sequence of endorsements, even where the last is a blank endorsement. Deleted endorsements are deemed unwritten. Where a blank endorsement is followed by a further endorsement, it is presumed that the person who issued this endorsement acquired the bill by means of the blank endorsement. Where the bill of exchange was somehow lost by a former holder, a new holder who can demonstrate his entitlement in accordance with the provisions of the previous paragraph is obliged to surrender the bill only if he acquired the bill in bad faith or was guilty of gross negligence when he acquired it.5.  DefencesArt. 1007A person to whom a bill of exchange is presented for collection may not plead against the holder such defences as are based on his direct relations with the drawer or a previous holder unless the current holder intentionally acted to the detriment of the obligor when acquiring the bill.6.  Procuration endorsementArt. 1008 Where the endorsement contains the comment “value for collection”, “for collection”, “per pro.” or some other comment expressing no more than authorisation, the holder may exercise all the rights under the bill of exchange; however, he may transfer it only by means of a further procuration endorsement. In this case, the parties liable on a bill may plead against the holder only such defences as are available to them against the endorser. The authority conferred by the procuration endorsement is not extinguished on the death or incapacity of the person conferring it.7.  Pledging endorsementArt. 1009 Where the endorsement contains the comment “value for security”, “value for pledge” or some other comment expressing a pledge, the holder may exercise all the rights under the bill of exchange; however, any endorsement issued by him only has the effect of a procuration endorsement. The parties liable on a bill may not plead against the holder such defences as are based on his direct relations with the endorser unless the holder intentionally acted to the detriment of the obligor when acquiring the bill. 8.  Subsequent endorsementArt. 1010 An endorsement after maturity has the same effects as an endorsement prior to maturity. However, where the bill of exchange was endorsed only after protest for non-payment or after expiry of the time limit for protest, the endorsement only has the effects of a normal assignment. Until the opposite is proven, it is presumed that an undated endorsement was made on the bill of exchange before the time limit for protest expired.III.  Acceptance1.  Right to present billArt. 1011The holder or any person merely in possession of the bill of exchange may present it to the drawee at his domicile for acceptance at any time prior to maturity.2.  Presentation compulsory or prohibitedArt. 1012 The drawer may stipulate on any bill of exchange that it must be presented for acceptance, with or without a time limit for such presentation. He may prohibit presentation of the bill of exchange for acceptance where it is not domiciled with a third party or at a place other than the domicile of the drawee and is not an after-sight bill. He may also stipulate that the bill of exchange must not be presented for acceptance prior to a specified date. Unless the drawer has prohibited presentation for acceptance, any endorser may stipulate that the bill of exchange must be presented for acceptance, with or without a time limit.3.  Duty to present after-sight billsArt. 1013 An after-sight bill must be presented for acceptance within one year of the date on which it was drawn. The drawer may stipulate a shorter or longer time limit. The endorser may stipulate a shorter time limit for presentation.4.  Repeat presentationArt. 1014 The drawee may request that the bill of exchange be presented to him again on the day after the first presentation. The parties may invoke any failure to comply with this requirement only if the request is mentioned in the protest. The holder is not obliged to leave a bill of exchange presented for acceptance in the drawee’s possession.5.  Form of acceptanceArt. 1015 The declaration of acceptance is made on the bill of exchange. It is expressed through the word “accepted” or words to the same effect; it must be underlined by the drawee. The drawee is deemed to have declared his acceptance by merely appending his signature to the obverse of the bill of exchange. Where the bill of exchange is an after-sight bill or must be presented for acceptance within a specified time limit owing to a special comment to that effect, the declaration of acceptance must indicate the date on which it is made, unless the holder requires that the date of presentation be indicated. Where no date is indicated, the holder must draw attention to this omission by timely protest in order to safeguard his right of recourse against the endorser and the drawer.6.  Restrictions on acceptanceArt. 1016 The acceptance must be unconditional; however, the drawee may limit it to a portion of the bill amount. Where the declaration of acceptance contains any terms that deviate from the provisions of the bill of exchange, acceptance is deemed to have been refused. However, the acceptor is liable according to the terms of his declaration of acceptance.7.  Domiciliate and bill domicileArt. 1017 Where the drawer has indicated on the bill of exchange a bill domicile other than the domicile of the drawee but without designating a third party by whom payment is to be made, the drawee may designate a third party when he declares acceptance. In the absence of such designation it is presumed that the acceptor himself has undertaken to pay the bill at its domicile. Where the bill of exchange is domiciled with the drawee himself, he may designate in his declaration of acceptance an agent at the bill domicile by whom the payment will be made.8.  Effect of acceptancea.  In generalArt. 1018 Due to his acceptance, the drawee is obliged to pay the bill of exchange at maturity. In the event of non-payment, the holder, even if he is the drawer, has a claim against the acceptor under the bill of exchange to any sums to which he is entitled pursuant to Articles 1045 and 1046.b.  In the case of deletionArt. 1019 Where the drawee has struck out the declaration of acceptance made on the bill of exchange prior to returning the bill, acceptance is deemed to have been refused. Until the opposite is proven, it is presumed that such deletion was made prior to the return of the bill. However, where the drawee has informed the holder or a person whose signature has been appended to the bill in writing of his acceptance, he is liable to such persons in accordance with the terms of his declaration of acceptance.IV.  Bill Guarantees1.  Bill guarantorArt. 1020 Payment of the bill amount may be secured in part or in full by means of a bill guarantee. Security may be provided by a third party or even by a person whose signature has already been appended to the bill of exchange.2.  FormArt. 1021 The guarantee commitment is inscribed on the bill of exchange or an annex (rider) thereto. It is expressed by the words “as guarantor” or a comment to that effect; it must be signed by the bill guarantor. The mere act of signing the obverse of the bill of exchange is deemed a guarantee commitment, providing the signature is not that of the drawee or the drawer. The guarantee commitment must indicate for whom the guarantee is given; where there is no such indication, it is deemed to be given for the drawer.3.  EffectsArt. 1022 The bill guarantor is liable in the same manner as the person for whom he has given the guarantee. His commitment is valid even if the guaranteed obligation is void for any reason other than formal defect. A bill guarantor who pays the bill of exchange acquires all rights thereunder against the person for whom he has given the guarantee and against all those who are liable to such person under the bill.V.  Maturity1.  In generalArt. 10231 A bill of exchange may be drawn:on sight;for a specified time after sight;for a specified time after drawing;on a specified date. Bills of exchange with other maturity dates or with several consecutive maturity dates are void.2.  In the case of sight bills Art. 1024 A sight bill is due on presentation. It must be presented for payment within one year of being drawn. The drawer may stipulate a shorter or longer time limit. The endorser may stipulate a shorter time limit for presentation. The drawer may stipulate that the sight bill may not be presented for payment before a specified date. In this case the time limit for presentation commences on that date.3.  In the case of after-sight billsArt. 1025 The maturity date of an after-sight bill is determined by the date indicated in the declaration of acceptance or the protest date. Where no date is indicated in the declaration of acceptance and no protest is made, the bill is deemed to have been accepted on the last date of the time limit envisaged for presentation for acceptance as against the acceptor.4.  Computation of time limitsArt. 1026 A bill of exchange made out for one or more months after it was drawn or after sight falls due on the corresponding day of the payment month. If there is no such day, the bill falls due on the last day of the month. Where the bill of exchange is made out for one or more months plus half a month after it was drawn or after sight, the full months are counted first. Where the maturity date is expressed as the beginning, middle or end of a month, such expression is deemed to mean the first, fifteenth or last day of the month. The expressions ‘eight days’ or ‘fifteen days’ mean not one or two weeks but a full eight or fifteen days. The expression ‘half-month’ means fifteen days.5.  Computation by the old methodArt. 1027 Where a bill of exchange is payable on a certain date at a place where the calendar is different from that of the place of issue, the maturity date is determined according to the calendar of the bill domicile. Where a bill drawn between two places with different calendars becomes payable when a specified time has elapsed since it was drawn, the date on which it was drawn is converted to the equivalent date in the calendar of the domicile and the maturity date computed according to the latter. The provision set out in the previous paragraph applies mutatis mutandis to the computation of time limits for presentation of bills of exchange. The provisions of this Article do not apply where a comment on the bill of exchange or any other term reveals that the parties intended otherwise.VI.  Payment1.  Presentation for paymentArt. 1028 The holder of a bill of exchange payable on a specific date or a specified time after it was drawn or after sight must present the bill for payment on the payment date or one of the two subsequent working days. Delivery of the bill to a clearing house recognised by the Swiss National Bank is equivalent to presentation for payment.Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since  1 May 2004 (AS 2004 1985; BBl 2002 6097).2.  Right to receipt, part paymentArt. 1029 The drawee may require the holder to surrender the receipted bill of exchange against payment. The holder may not refuse part payment. Where a part payment is made, the drawee may insist that it be noted on the bill of exchange and that a receipt be issued for it.3.  Payment before and at maturityArt. 1030 The holder of the bill of exchange is not obliged to accept payment before maturity. The drawee pays before maturity at his own risk. A person paying at maturity is released from his obligations provided he is not guilty of malice or gross negligence. He is obliged to check that the sequence of endorsements is correct but is not required to verify the signatures of the endorsers.4.  Payment in foreign currencyArt. 1031 Where the bill of exchange is denominated in a currency other than that of the bill domicile, the bill amount may be paid in the national currency at its value as at the maturity date. Where the obligor delays in making the payment, the holder is free to choose whether the bill amount is converted into the national currency at the rate that applies on the maturity date or the rate that applies on the payment date. The value of the foreign currency is determined according to customary commercial practice at the bill domicile. However, the drawer may stipulate an exchange rate for the bill amount on the bill of exchange. The provisions of the two previous paragraphs do not apply if the drawer has stipulated payment in a specified currency (actual currency clause). Where the bill of exchange is denominated in a currency which has the same name but a different value in the country in which the bill was drawn and that in which it is payable, the presumption is that the currency meant is that of the bill domicile.5.  DepositArt. 1032Where the bill of exchange is not presented for payment within the time limit laid down in Article 1028, the obligor may deposit the bill amount with the competent authority at the risk and expense of the holder.VII.  Recourse in the event of Non-Acceptance and Non‐Payment1.  Recourse of the holderArt. 1033 In the event of non-payment of a bill at maturity, the holder has right of recourse against the endorser, the drawer and the other parties liable on the bill. The holder has the same right even before maturity:1. where acceptance has been refused in part or in full;2. where the assets of the drawee are subject to insolvency proceedings, regardless of whether he has accepted the bill or not, or where only payments by the drawee have been suspended, or where compulsory execution has been levied on his assets without success;3. where the assets of the drawer of a bill of exchange whose presentation for acceptance is prohibited are subject to insolvency proceedings.This Art. consists of a single paragraph in the French and Italian texts.2.  Protesta.  Time limits and requirementsArt. 1034 Any refusal of acceptance or of payment must be declared by public deed (protest for non-acceptance or for non-payment). Protest for non-acceptance must be made within the time limit applicable for presentation for acceptance. Where, in the case of Article 1014 paragraph 1, the bill of exchange was presented for the first time on the last day of the time limit, protest may still be made on the following day. In the case of bills of exchange payable on a specific day or for a certain time after they were drawn or after sight, protest for non-payment must be made on one of the two working days following the payment date. Protest for non-payment of sight bills must be made within the same time limits for protest for non-acceptance as envisaged in the previous paragraph. Where protest for non-acceptance has been made, neither presentation for payment nor protest for non-payment is required. Where the drawee has suspended his payments, regardless of whether he has accepted the bill of exchange or not, or compulsory execution has been levied on his assets without success, the holder may have recourse only once the bill has been presented to the drawee for payment and protest has been made. Where the assets of the drawee, regardless of whether he has accepted the bill of exchange or not, or the assets of the drawer of a bill of exchange whose presentation for acceptance is prohibited are subject to insolvency proceedings, presentation of the court order commencing such proceedings is sufficient to exercise the right of recourse.b.  ResponsibilityArt. 1035Such protest must be made by a specially authorised notary or official body.c.  ContentArt. 1036 The protest contains:1. the name of the person or of the business for whom and against whom the protest is made;2. a statement that a request was made without success to the person or company against whom the protest is made to perform his or its obligation under the bill of exchange or that such person or company could not be reached or that their business premises or address could not be traced;3. an indication of the place at which and date on which the request was made or attempted without success;4. the signature of the person or official body making the protest. Where a part payment is made, this must be noted in the protest. If the drawee to whom the bill of exchange has been presented for acceptance insists that it be presented again on the following day, this must also be noted in the protest.d.  FormArt. 1037 The protest is made on a separate sheet attached to the bill of exchange. Where the protest involves the presentation of several duplicates of the same bill of exchange or presentation of the original instrument and a copy of it, it is sufficient if the protest is attached to one of the duplicates or to the original bill. A note to the effect that the protest is attached to one of the duplicates or to the original instrument must be made on the remaining duplicates or the copy.e.  For partial acceptanceArt. 1038Where the bill of exchange is accepted for only part of the bill amount and protest is made for that reason, a copy must be made of the bill of exchange and the protest made on such copy.f.  Against several personsArt. 1039Where performance of a bill obligation is required of several liable parties, only one instrument is required for the protests involved.g.  Copy of the protest documentArt. 1040 The notary or official body making the protest must make a copy of the protest document. The following must be indicated on this copy:1. the amount of the bill of exchange;2. the maturity date;3. the place at which and date on which it was drawn;4. the drawer of the bill of exchange, the drawee and the name of the person or company to whose the order the payment is to be made;5. the name of the person or company through which the payment is to be made, where this is different from the drawee;6. the emergency contact details and acceptors for honour. Copies of protest documents must be archived in chronological order by the notary or official body making the protest.h.  Defective protestArt. 1041A protest signed by the competent notary or official body is valid even if not made in accordance with the regulations or if the information it contains is inaccurate.3.  NotificationArt. 1042 The holder must notify the immediately preceding endorser and the drawer of the lack of acceptance or payment within four working days of the date on which the protest was made or, in the case of the comment “No protest”, within four working days of the date of presentation. Within two working days of receipt of such notification, every endorser must pass on the news received to the immediately preceding endorser and give him the names and addresses of the persons from whom he received it, and so on in sequence until the drawer. All time limits run as of receipt of the previous notification. Where notification is made pursuant to the previous paragraph to a person whose signature is appended to the bill of exchange, the same notification must be made within the same time limit to his bill guarantor. Where an endorser has omitted to give his address or has written it illegibly, it is sufficient if his immediately preceding endorser is notified. The notification may be made in any form, including the mere return of the bill of exchange. Persons under a duty to notify must show that they complied with it within the prescribed time limit. The time limit is deemed observed where a letter containing such notification was posted within the time limit. A person who fails to notify in good time does not forfeit his right of recourse; he is liable for any losses arising from his failure to notify, but only up to the bill amount.4.  Waiver of protestArt. 1043 By appending and signing the comment “No protest” or words to the same effect on the bill of exchange, the drawer and any endorser or bill guarantor may release the holder from his obligation to arrange protest for non-acceptance or non-payment in order to exercise his right of recourse. The comment does not release the holder from the obligation to present the bill of exchange in good time and to make the requisite notification. The burden of proving that the time limit was not observed lies with any party relying on such point against the holder. Where the comment was appended by the drawer, it is effective as against all parties liable on the bill; where it was appended by an endorser or a bill guarantor, it is effective only as against them. If the holder arranges for protest to be made in spite of the comment appended by the drawer, he must bear the costs. Where the comment was appended by an endorser or a bill guarantor, all parties liable on the bill must bear the costs of any protest made in spite of it.5.  Joint and several liability of the partiesArt. 1044 All parties who have drawn, accepted, endorsed or guaranteed a bill of exchange are liable as co-obligors towards the holder. The holder may resort to any of them individually, severally or all together without being bound by the order in which they assumed their obligations. The same right accrues to every party who has honoured the bill of exchange. In asserting his claim against one party liable on a bill, the holder does not surrender his rights against the others or against the endorsers subsequent to such party.6.  Nature of recoursea.  By the holderArt. 1045 By way of recourse the holder may claim:1. the bill amount, provided the bill has not been accepted or honoured, with any agreed interest;2. interest at a rate of six per cent since the maturity date;3. the costs of the protest and notifications and any other expenses;4. a commission of no more than one-third of one per cent. Where recourse is had before maturity, interest is deducted from the bill amount. Such interest is calculated on the basis of the official (Swiss National Bank) discount rate obtaining at the domicile of the holder on the date on which recourse is had.b.  By the party honouring the billArt. 1046A party that has honoured the bill of exchange may claim from his preceding endorsers:1. the full amount he paid;2. the interest on such amount at a rate of six per cent since the date on which the bill was honoured;3. his expenses;4. a commission of no more than 2 thousandths.c.  Right to take possession of bill, protest and receiptArt. 1047 Any party liable on a bill against whom a recourse claim is or may be made is entitled to insist that the bill of exchange together with the protest and a receipted invoice be handed over to him against payment of the recourse amount. Any endorser who has honoured the bill may delete his endorsement and those of the subsequent endorsers.d.  In respect of partial acceptanceArt. 1048Where recourse is had following a partial acceptance, the party paying the unaccepted portion of the bill amount may insist that this be noted on the bill of exchange and a receipt for such portion be issued to him. Further, the holder must provide him with an authenticated copy of the bill of exchange and the protest to make further recourse possible.e.  Re-exchange billArt. 1049 A party with right of recourse may, where no comment to the contrary exists, exercise such right by drawing a new bill of exchange (re-exchange bill) on one of his preceding endorsers which is payable on sight at the place of residence of the preceding endorser. In addition to the amounts specified in Articles 1045 and 1046, the re-exchange bill includes the brokerage fee and the stamp duty for the re-exchange bill. Where the re-exchange bill is drawn by the holder, the bill amount is dependent on the rate applicable to a sight bill drawn from the bill domicile of the original bill of exchange at the domicile of the preceding endorser. Where the re-exchange bill is drawn by an endorser, the bill amount is dependent on the rate applicable to a sight bill drawn from the domicile of the drawer of the re-exchange bill at the domicile of the preceding endorser. 7.  Invalidationa.  In generalArt. 1050 In the event that the holder fails to comply with the time limitsfor presentation of a sight bill or an after-sight bill,for protest for non-acceptance or for non-payment,for presentation for payment of bills bearing the comment “No protest”,he forfeits his rights against the endorser, the drawer and all other parties liable on the bill, with the exception of the acceptor. In the event that the holder fails to comply with the time limit for presentation for acceptance prescribed by the drawer, he forfeits his right of recourse for non-acceptance and for non-payment, unless the wording of the comment shows that the drawer intended to exclude only liability for acceptance. Where the time limit for presentation is indicated in an endorsement, only the endorser may rely on it.b.  Force majeureArt. 1051 Where insuperable obstacles (statutory provisions enacted by a state or some other instance of force majeure) militate against the timely presentation of the bill of exchange or timely protest, the time limits for such actions are extended. The holder is obliged to notify the immediately preceding endorser of the force majeure event without delay and to note such notification together with the date and place and his signature on the bill of exchange or an annex thereto; in other respects, the provisions set out in Article 1042 are applicable. Once the force majeure ceases to apply, the holder must present the bill for acceptance or for payment without delay and, where necessary, make protest. In the event that the force majeure lasts for longer than 30 days after maturity, recourse may be had without need for presentation or protest. In the case of sight bills or after-sight bills, the thirty-day time limit commences on the date on which the holder notified the immediately preceding endorser of the force majeure event; such notification may be made even before expiry of the time limit for presentation. In the case of after-sight bills, the thirty-day time limit is extended by the fixed period after sight indicated on the bill of exchange. Facts pertaining purely to the person of the holder or a person charged with the task of presenting the bill of exchange or making protest do not count as force majeure events.c.  Unjust enrichmentArt. 1052 To the extent that the drawer of a bill of exchange and the acceptor are unjustly enriched to the detriment of the holder, they remain obliged to the holder even where their bill liability has prescribed or extinguished on account of failure to take the actions required by law to sustain the entitlement under the bill of exchange. The claim for unjust enrichment also exists against the drawee, the domiciliate and the person or company for whose account the drawer issued the bill. By contrast, no such claim exists against the endorsers whose bill liability is extinguished.VIII.  Devolution of CoverArt. 1053 Where the drawer of a bill of exchange has been declared insolvent, any claim he holds under civil law against the drawee for restitution of cover or reimbursement of amounts paid devolves on the holder of the bill. Where the drawer declares on the bill of exchange that he assigns his claims in respect of the cover provided, these devolve on the current holder of the bill. Once the declaration of insolvency has been published or the assignment has been notified to him, the drawee may make payment only to the duly established holder against surrender of the bill of exchange.IX.  Act of Honour1.  General provisionsArt. 1054 The drawer and any endorser or bill guarantor may indicate a person to act as acceptor or payer in case of need. Subject to the conditions set out below, the bill of exchange may be accepted or paid for honour by any party liable on it against whom recourse may be had. Any third party, even the drawee, and any party already liable on the bill, with the exception of the acceptor, may accept or pay a bill of exchange for honour. A person accepting or paying a bill for honour is obliged to notify the liable party for whom he is intervening of his action within two working days. Should he fail to do so, he is liable for any losses caused by the omission, albeit only up to the bill amount.2.  Acceptance for honoura.  Requirements, position of the holderArt. 1055 Acceptance for honour is permitted in all cases in which the holder has a right of recourse before maturity, except where presentation of the bill for acceptance is prohibited. Where the bill of exchange indicates a person to act as acceptor or payer at the bill domicile in case of need, the holder has a right of recourse before maturity against the person who appended such emergency address and against subsequent endorsers only if he has presented the bill to the person indicated under such address and, in the event that acceptance for honour is refused, has had such refusal noted by means of protest. In all other cases the holder may refuse acceptance for honour. However, if he admits it, he forfeits his right of recourse before maturity against the person in whose honour acceptance was declared and against subsequent endorsers.b.  FormArt. 1056The acceptance for honour is noted on the bill of exchange; it must be signed by the acceptor for honour. The declaration of acceptance must indicate the person for whom the acceptance for honour is made; absent such indication, it is deemed made for the drawer.c.  Liability of the acceptor for honour, effect on right of recourseArt. 1057 A person accepting a bill for honour is liable to the holder and the subsequent endorsers of the person for whom he intervened in the same manner as said person. In spite of the acceptance for honour the party in whose honour the bill of exchange was accepted and his preceding endorsers may insist that the holder surrender the bill of exchange and the protest made, if any, together with a receipted invoice against reimbursement of the amount specified in Article 1045.3.  Payment for honoura.  RequirementsArt. 1058 Payment for honour is permitted in all cases in which the holder has a right of recourse at or before maturity. The payment for honour must comprise the full amount payable by the party liable on the bill for whom it is made. It must take place no later than the day after the day on which the time limit for protest for non-payment expires.b.  Obligation of the holderArt. 1059 Where the bill of exchange is accepted for honour by persons resident at the bill domicile or the persons indicated on the bill as being willing to pay in case of need are resident at the bill domicile, the holder must present the bill to all such persons no later than the day after the day on which the time limit for protest for non-payment expires and, where applicable, must arrange protest for failure to make payment for honour. Any failure to make timely protest releases the person who appended the emergency address or in whose honour the bill was accepted and the subsequent endorsers.c.  Consequence of refusal Art. 1060Where the holder refuses payment for honour, he forfeits his right of recourse against those who would have been released.d.  Right to take possession of bill, protest and receiptArt. 1061 A note that the payment for honour has been received must be made on the bill of exchange, indicating the party for whom the payment was made. In the absence of such an indication, the payment is deemed made for the drawer. The bill of exchange and any protest made are handed over to the payer for honour.e.  Devolution of the holder’s rights; multiple payments for honourArt. 1062 The payer for honour acquires the rights under the bill against the party for whom he paid and against those liable to said party under the bill. However, he is not entitled to endorse it further. The subsequent endorsers of the party in whose honour payment was made are released. Where several payments for honour are offered, preference is given to those resulting in release of the largest number of parties liable on the bill. A person paying in honour in contravention of this provision and in full knowledge of the situation forfeits his right of recourse against those who would otherwise have been released.X.  Production of Multiple Duplicates and Copies of Bills of Exchange1.  Duplicatesa.  Right to make duplicatesArt. 1063 The bill of exchange may be issued in multiple identical duplicates. Such duplicates must be given serial numbers within the text on the instrument; otherwise, each duplicate counts as a separate bill of exchange. Every holder of a bill of exchange may request that multiple duplicates be supplied to him at his own expense, provided the text of the bill of exchange does not stipulate that it was made out as a single copy. To do so, the holder must contact the preceding endorser immediately before him, who in turn must contact his immediately preceding endorser, and so on in sequence back to the drawer. The endorsers are obliged to repeat their endorsements on the newly issued duplicates.b.  Relationship between duplicatesArt. 1064 Where payment is made on one duplicate of the bill, the rights under all others are extinguished even if they do not bear a comment to the effect that payment on one renders all the others invalid. However, the drawee remains liable for any duplicate accepted that has not been returned to him. Where an endorser has transferred the duplicates to a number of different persons, he and his subsequent endorsers are liable for duplicates bearing their signature which have not been surrendered.c.  Acceptance commentArt. 1065 Where one duplicate has been sent for acceptance, a note must be made on the others of the name of the person now in possession of the despatched duplicate. The latter is obliged to surrender it to the rightful holder of any other duplicate. Where he refuses to surrender it, the holder has a right of recourse only after arranging for protest to be made, thereby confirming:1. that the duplicate sent for acceptance was not surrendered to him on request;2. that neither acceptance nor payment was obtained on a different duplicate.2.  Copiesa.  Form and effectArt. 1066 Every holder of a bill of exchange is entitled to make copies of it. The copy must be an exact reproduction of the original instrument with endorsements and all other notes and comments appended thereto. It must bear an indication of how far the copy extends. The copy may be endorsed and have a declaration of guarantee added to it in the same manner and with the same effects as the original bill.b.  Surrender of the original bill Art. 1067 The custodian of the original bill must be indicated on the copy. The custodian is obliged to surrender the original bill to the rightful holder of the copy. Where he refuses to surrender it, the holder has right of recourse against the endorsers of the copy and against persons who have appended a declaration of guarantee to it only after arranging for protest to be made, thereby confirming that the original bill was not surrendered to him on request. Where the original bill bears the comment “henceforward endorsements valid only if made on copy” or a comment to that effect appended to the last endorsement before the copy was made, any subsequent endorsement added to the original bill is void.XI.  Amendments to the Bill of ExchangeArt. 1068Where the text of a bill of exchange is amended, those persons who append their signature to the bill after such amendment are liable in accordance with the amended text. Those who signed earlier are liable in accordance with the original text.XII.  Prescription1.  Prescriptive periodsArt. 1069 The claims against the acceptor under the bill of exchange prescribe three years after the maturity date. The claims of the holder against the endorser and against the drawer prescribe one year after the date on which timely protest was made or, where the bill bears the comment “No protest”, one year after the maturity date. The claims of one endorser against other endorsers and against the drawer prescribe six months after the date on which the bill of exchange was honoured by the endorser or the claim based on the bill was asserted against him.2.  Interruptiona.  GroundsArt. 1070The prescriptive period is interrupted by commencement of action on the bill, submission of an application for debt enforcement proceedings, service of a third-party notice or petition in insolvency.b.  EffectsArt. 1071 The interruption of the prescriptive period is effective only against the party in regard to whom the fact causing the interruption occurred. On interruption of the prescriptive period, a new prescriptive period of the same duration commences.XIII.  Cancellation1.  Provisional measuresArt. 1072 A person who has lost a bill of exchange may request the court to prohibit the drawee from paying the bill. In serving the attachment order, the court authorises the drawee to deposit the bill amount on the maturity date and designates the place where it is to be deposited. Amended by Annex No 5 of the Civil Jurisdiction Act of 24 March 2000, in force since 1 Jan. 2001 (AS 2000 2355; BBl 1999 III 2829).2.  Known holderArt. 1073 Where the holder of the bill of exchange is known, the court sets the applicant an appropriate time limit within which to bring action for surrender thereof. Where the applicant fails to bring such action within the time limit, the court lifts the attachment order imposed on the drawee.3.  Unknown holdera.  Duties of the applicantArt. 1074 Where the holder of the bill of exchange is known, the court may be asked to cancel it. The party applying for cancellation must satisfy the court that he possessed and lost the bill of exchange and produce either a copy of the bill or information on its essential terms.b.  Public call for presentationArt. 1075Where the court is satisfied that the applicant was in possession of the bill of exchange but has since lost it, it issues a public notice calling on the unknown holder to come forward and present the bill within a specified time limit, failing which it will declare the bill cancelled. c.  Time limitsArt. 1076 The time limit for presentation must be at least three months and no more than one year. However, the court is not bound by the minimum duration of three months if, in the case of overdue bills, the statutory prescriptive period would expire before three months have elapsed. The time limit for overdue bills commences on the date of the first public notice, and the time limit for bills that are not overdue commences on the maturity date.d.  PublicationArt. 1077 The call for presentation of the bill of exchange must be published in the Swiss Official Gazette of Commerce. In special cases the court may adopt other appropriate means for publicising the call for presentation. Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Effecta.  If the bill is presentedArt. 1078 Where the lost bill of exchange is presented, the court sets the applicant a time limit within which to bring action for surrender of the bill. Where the applicant fails to bring action within such time limit, the court returns the bill of exchange and lifts the attachment order.b.  If the bill is not presentedArt. 1079 Where the lost bill of exchange is not presented within the fixed time limit, the court must pronounce its cancellation. Following cancellation of the bill of exchange, the applicant may still assert his claim on the bill against the acceptor.5.  Court ordersArt. 1080 Even before the cancellation, the court may order the acceptor to deposit the bill amount or even to pay it against security. Such security is liable to the bona fide acquirer of the bill of exchange. It is released if the bill of exchange is cancelled or the claims on the bill are otherwise extinguished.XIV.  General Provisions1.  Setting time limitsa.  HolidaysArt. 1081 Where the maturity date of a bill of exchange falls on a Sunday or a public holiday, payment may not be demanded until the following working day. Likewise, all other actions relating to the bill of exchange, and in particular presentation for acceptance and protest, may take place only on a working day. Where the last day of a time limit within which such an action must be taken falls on a Sunday or a public holiday, the time limit is extended to include the next working day. Holidays falling within the time limit are included when computing it.In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays; SR 173.110.3).b.  Computing time limitsArt. 1082When computing statutory time limits or time limits indicated on the bill of exchange, the day on which they commence is not included.c.  Exclusion of days of respiteArt. 1083Days of respite, whether statutory or by court order, are not recognised.2.  Place for actions in connection with bills of exchangeArt. 1084 The correct place at which to present bills of exchange for acceptance or payment, to make protest, to submit a request for issue of a duplicate bill and to take all other bill-related actions in respect of a specific person is that person’s business premises or, where none exist, his private address. Such business premises or address must be ascertained with all due diligence. However, if inquiries to the police or post office of the relevant locality are unsuccessful, no further investigation is required.3.  Signature by hand; blind person’s signatureArt. 1085 Declarations in respect of bills of exchange must be signed by hand. The signature by hand may not be replaced by a mechanical reproduction thereof, by a mark, even if authenticated, or by any other form of authentication by notary. The signature of a blind person must be authenticated.XV.  Applicable Jurisdiction1.  Capacity to incur liability as a party to a billArt. 1086 A person's capacity to incur liability as a party to a bill is determined according to the law of the country of which he is a citizen. Where such law provides that the law of a different country is definitive, the latter is applicable. A person who, under the law stipulated in the previous paragraph, lacks capacity to incur liability as a party to a bill is nonetheless obliged if he appends his signature in the territory of a country under whose law he would have such capacity.2.  Form and time limits of declaration on bills of exchangea.  In generalArt. 1087 The form of a declaration on a bill of exchange is determined according to the law of the country in whose territory the declaration was signed. However, where a declaration on a bill of exchange that is invalid under the previous paragraph would be valid under the law of the country in whose territory a subsequent declaration is signed, the validity of the later declaration is not affected by any formal defects of the earlier declaration. Similarly, a declaration on a bill of exchange given by one Swiss national abroad is valid in relation to another Swiss national in Switzerland provided it satisfies the formal requirements laid down by Swiss law.b.  Actions to exercise and safeguard rights under bills of exchange Art. 1088The formal requirements and time limits for protest and the formal requirements for other actions to exercise or safeguard rights under bills of exchange are determined according to the law of the country in whose territory the protest is to be made or the action to be taken.c.  Exercise of right of recourseArt. 1089The time limits for exercising rights of recourse are determined for all interested parties by the law of the place in which the bill of exchange was drawn.3.  Effect of declarations on bills of exchangea.  In generalArt. 1090 The effects of declarations of commitment made by the acceptor of a bill of exchange and by the maker of a promissory note are determined according to the law of the bill domicile or place of payment. The effects of other declarations on bills of exchange are determined according to the law of the country in whose territory the declarations were signed.b.  Partial acceptance and part paymentArt. 1091The law of the bill domicile determines whether the acceptance of a bill of exchange may be limited to part of the bill amount and whether the holder is or is not obliged to accept a part payment.c.  PaymentArt. 1092The payment of a bill of exchange at maturity, in particular the computation of the maturity date and the payment date, and the payment of bills denominated in a foreign currency are determined according to the law of the country in whose territory the bill is domiciled.d.  Claims for unjust enrichmentArt. 1093Claims for unjust enrichment against the drawee, the domiciliate and the person or firm for whose account the drawer drew the bill are determined according to the law of the country in whose territory these persons are resident.e.  Devolution of cover Art. 1094The law of the place of issue determines whether the holder of a bill of exchange acquires the underlying claim.f.  AnnulmentArt. 1095The law of the bill domicile determines the measures to be taken in the event of the loss or theft of a bill of exchange.C.  The Promissory Note1.  RequirementsArt. 1096A promissory note contains:1. the designation ‘promissory note’ in the text of the instrument and in the language in which it is issued;2. the unconditional promise to pay a certain sum of money;3. the due date;4. the place of payment;5. the name of the person to whom or to whose order payment is to be made;7. the date on which and place at which the note is made;8. the maker’s signature.2.  Required content lackingArt. 1097 An instrument missing one of the elements stipulated in the previous Article is not deemed a promissory note, except in the cases described in the following paragraphs. A promissory note containing no indication of the due date is deemed a sight bill. Where no other specific place is mentioned, the place at which the note is made is deemed both the place of payment and the domicile of the maker. A promissory note without any indication of the place in which it was made is deemed made at the place indicated together with the name of the maker.3.  Reference to bill of exchangeArt. 1098 The provisions governing the following aspects of bills of exchange also apply to promissory notes, unless they run counter to the essential nature of the latter:endorsement (Art. 1001–1010);maturity (Art. 1023–1027);payment (Art. 1028–1032);recourse for non-payment (Art. 1033–1047, 1049–1051); payment for honour (Art. 1054, 1058–1062);copies (Art. 1066 and 1067);amendments (Art. 1068);prescription (Art. 1069–1071);annulment (Art. 1072–1080);public holidays, computation of time limits, exclusion of days of respite, place for actions in connection with bills of exchange, and signatures (Art. 1081–1085). Further, promissory notes are subject to the provisions governing bills of exchange in relation to bills domiciled with a third party or at a place other than the drawee’s domicile (Art. 994 and 1017), the interest rate comment (Art. 995), discrepancies in the specification of the amount (Art. 996), the consequences of invalid signatures (Art. 997) or of signatures by persons lacking power of representation or exceeding such power (Art. 998), and blank bills (Art. 1000). Likewise, promissory notes are subject to the provisions governing bills of exchange in relation to bill guarantees (Art. 1020–1022); in the case of Article 1021 paragraph 4, where the declaration does not indicate the party for whom it is made, the bill guarantee is deemed given for the maker of the promissory note.4.  Liability of the maker; presentation for sightArt. 1099 The maker of a promissory note is liable in the same manner as the acceptor of a bill of exchange. Promissory notes made out for a specified time after sight must be presented for sight to the maker within the time limits stipulated in Article 1013. Such sight must be confirmed by the maker on the promissory note together with the date and the maker’s signature. The fixed period after sight commences on the date on which the sight comment is appended. Where the maker refuses to confirm sight and the date, this fact must be established by means of protest (Art. 1015); in this case, the fixed period after sight commences on the date on which protest is made.Section Five:  The ChequeI.  Issue and Formal Requirements of Cheques1.  RequirementsArt. 1100A cheque contains:1. the designation ‘cheque’ in the text of the instrument and in the language in which it is issued;2. the unconditional instruction to pay a certain sum of money;3. the name of the person who is to pay (drawee);4. the place of payment;5. the date and the place of issue;8. the drawer’s signature.2.  Required content lackingArt. 1101 An instrument missing one of the elements stipulated in the previous Article is not deemed a cheque, except in the cases described in the following paragraphs. Where no other specific place is mentioned, the place indicated together with the name of the drawee is deemed the place of payment. Where several places are indicated together with the name of the drawee, the cheque is payable at the place mentioned first. A cheque containing no indication of place of issue is deemed payable at the place where the drawee has its principal place of business. A cheque containing no indication of the place of issue is deemed issued at the place indicated together with the name of the issuer.3.  Capacity to act as draweeArt. 1102 On cheques payable in Switzerland, only a banker may be designated as the drawee. A cheque drawn on another person is deemed to be merely an instrument ordering payment.4.  Cover requirementArt. 1103 A cheque may be issued only where the drawer holds assets with the drawee and has the right to dispose of such assets by means of cheques pursuant to an explicit or tacit agreement. However, the instrument’s validity as a cheque is not affected by any failure to comply with these provisions. Where the drawer has assets with the drawee covering only a portion of the cheque amount, the drawee is obliged to pay such portion. A person issuing a cheque without being authorised by the drawee to dispose of the instructed amount must reimburse the bearer for any damage so caused and, in addition, five per cent of the uncovered portion of the instructed amount.5.  Exclusion of acceptanceArt. 1104The cheque may not be accepted. An acceptance comment appended to the cheque is deemed unwritten.6.  Designation of payeeArt. 1105 The cheque may be made payable to:a specific person, with or without the explicit comment “to order”; a specific person, with the comment “not to order” or a comment to that effect;the bearer. Where the cheque designates a specific person as payee with the added comment “or presenter” or a comment to that effect, the cheque is deemed made out to the bearer. A cheque with no payee indicated is deemed payable to the bearer.7.  Interest commentArt. 1106An interest comment appended to the cheque is deemed unwritten.8.  Paying agents, domiciled chequesArt. 1107The cheque may be made payable by a third party, at the drawee’s domicile or at another place, providing the third party is a banker.II.  Transfer1.  TransferabilityArt. 1108 A cheque made payable to a specific person with or without the explicit comment “to order” may be transferred by endorsement. A cheque made payable to a specific person with or without the explicit comment “not to order” or with a comment to that effect may be transferred only subject to the formal requirements and with the effects of a normal assignment. The endorsement may also be made out to the drawer or to any other party liable for it. Such persons may endorse the cheque further.2.  RequirementsArt. 1109 The endorsement must be unconditional. Conditions attached to the endorsement are deemed unwritten. A partial endorsement is void. Likewise, an endorsement by the drawee is void. An endorsement to the bearer is deemed a blank endorsement. An endorsement to the drawee is deemed merely a receipt, unless the drawee has several branch offices and the endorsement is made out to a different office from that on which the cheque is drawn.3.  Proof of bearer’s entitlementArt. 1110A person possessing a cheque transferred by endorsement is deemed the holder in due course providing he can demonstrate his entitlement by means of an uninterrupted sequence of endorsements, even where the last is a blank endorsement. Deleted endorsements are deemed unwritten. Where a blank endorsement is followed by a further endorsement, it is presumed that the person who issued this endorsement acquired the bill by means of the blank endorsement.4.  Bearer chequeArt. 1111An endorsement on a bearer cheque renders the endorser liable in accordance with the provisions governing recourse, albeit without transforming the instrument into a cheque to order.5.  Lost chequesArt. 1112Where the cheque was somehow lost by a former bearer, a new bearer who has gained possession of the cheque, whether it is a bearer cheque or a cheque transferable by endorsement and the bearer can demonstrate his entitlement in accordance with Article 1110, is obliged to surrender it only if he acquired it in bad faith or was guilty of gross negligence when he acquired it.6.  Rights stemming from subsequent endorsementArt. 1113 Where the cheque was endorsed only after protest has been made or equivalent action taken or after expiry of the time limit for presentation, the endorsement only has the effects of a normal assignment. Until the opposite is proven, it is presumed that an undated endorsement was made on the cheque before protest was made or equivalent action taken or before the time limit for presentation expired.III.  Cheque Guarantees Art. 1114 Payment of the cheque amount may be secured in part or in full by means of a cheque guarantee. Such security may be provided by a third party, with exception of the drawee, or even by a person whose signature has already been appended to the cheque.IV.  Presentation and Payment1.  MaturityArt. 1115 The cheque is payable on sight. Any contrary indication is deemed unwritten. A cheque presented for payment prior to the issue date indicated on the cheque is payable on the date on which it is presented.2.  Presentation for paymentArt. 1116 A cheque payable in the country in which it was issued must be presented for payment within eight days. A cheque payable in a country other than the country in which it was issued must be presented within 20 days where the place of issue and place of payment are in the same continent and within 70 days where they are on different continents. For this purpose, a cheque issued in a European country and payable in a country on the Mediterranean Sea, or vice versa, counts as a cheque issued and payable in the same continent. The time limits stipulated above commence on the date indicated on the cheque as the issue date.3.  Computation by the old methodArt. 1117Where a cheque is payable at a place where the calendar is different from that of the place of issue, the issue date is determined according to the calendar of the place of payment.4.  Delivery to clearing house Art. 1118Delivery of the cheque to a clearing house recognised by the Swiss National Bank is equivalent to presentation for payment.Amended by Annex No II 2 of the National Bank Act of 3 Oct. 2003, in force since  1 May 2004 (AS 2004 1985; BBl 2002 6097).5.  Revocationa.  In generalArt. 1119 A revocation of the cheque takes effect only after expiry of the time limit for presentation. Where the cheque is not revoked, the drawee may make payment even after expiry of the time limit for presentation. Where the drawer contends that he or a third party lost the cheque, he may forbid the drawee to cash it.b.  Death, incapacity, bankruptcyArt. 1120The validity of the cheque is unaffected even where the drawer dies, loses his capacity to act or becomes bankrupt after the cheque was issued. 6.  Verification of endorsementsArt. 1121A drawee honouring a cheque transferred by endorsement is obliged to check that the sequence of endorsements is correct but is not required to verify the signatures of the endorsers.7.  Payment in foreign currencyArt. 1122 Where the cheque is denominated in a currency other than that of the place of payment, the cheque amount may be paid in the national currency at its value as at the date of presentation. Where payment is not made on presentation, the bearer is free to choose whether the cheque amount is converted into the national currency at the rate applicable on the date of presentation or the rate applicable on the payment date. The value of the foreign currency is determined according to customary commercial practice at the place of payment. However, the drawer may stipulate an exchange rate for the bill amount on the bill of exchange. The provisions of the two previous paragraphs are not applicable if the drawer has stipulated payment in a specified currency (actual currency clause). Where the cheque is denominated in a currency which has the same name but a different value in the country in which the cheque was issued and that in which it is payable, the presumption is that the currency meant is that of the place of payment.V.  The Crossed Cheque and the Account-Payee-Only Cheque1.  Crossed chequesa.  DefinitionArt. 1123 The drawer and any bearer may cross the cheque with the effects envisaged in Article 1124. A cheque is crossed by drawing two parallel lines on its obverse. Such crossing may be general or specific. The crossing is general if no indication or the comment “banker” or a comment to that effect is inserted between the two lines; it is specific if the name of a banker is inserted between the two lines. A general crossing may be converted into a specific crossing, but not vice versa. Any deletion of the crossing or of the name of the designated banker is deemed not done.b.  EffectsArt. 1124 A generally crossed cheque may be paid by the drawee only to a banker or a client of the drawee. A specifically crossed cheque may be paid by the drawee only to the designated banker or, where the latter is himself the drawee, to his clients. However, the designated banker may entrust collection of the cheque to another banker. A banker may acquire a crossed cheque only from one of his clients or from another banker. Further, he may collect such cheque only for the account of the aforementioned persons. Where a cheque has been specifically crossed more than once, the drawee may honour the cheque only where it has been crossed not more than twice and one of the crossings was done for the purpose of collection by means of delivery to a clearing house. A drawee or banker acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.2.  Account-payee-only cheques a.  In generalArt. 1125 The drawer and any bearer of a cheque may prohibit payment of the cheque in cash by appending the comment “account payee only” or a comment to that effect diagonally across the obverse of the cheque. In this case the drawee may honour the cheque only by crediting the amount to an account (credit, transfer, debit settlement). The account credit is deemed payment. Any deletion of the comment “account payee only” is deemed not to have been done. A drawee acting in contravention of the above provisions is liable for any losses caused thereby, albeit only up to the cheque amount.b.  Bearer’s rights in the event of insolvency, suspension of payments, compulsory executionArt. 1126 However, where the drawee has been declared insolvent or has suspended its payments or debt enforcement proceedings have been brought against it without success, the bearer of an account-payee-only cheque has the right to demand cash payment of the cheque by the drawee and has a right of recourse.  The same applies in the event that the bearer cannot obtain the account credit from the drawee as a result of measures taken pursuant to the Federal Act of 8 November 1934 on Banks and Savings Banks.SR 952.0c.  Bearer’s rights in the event of refusal of account credit or settlementArt. 1127Further, the bearer of an account-payee-only cheque has a right of recourse where he can show that the drawee has refused to make the account credit unconditionally or that the cheque has been declared unfit for settlement of the bearer’s obligations by the clearing house of the place of payment.VI.  Recourse for Non-Payment1.  Bearer’s rights of recourseArt. 1128The bearer may have recourse against the endorser, the drawer and the other parties liable for the cheque if it is not honoured on timely presentation and such refusal of payment has been established:1. by public deed (protest), or2. by means of a written and dated declaration made by the drawee on the cheque, including the date of presentation, or3. by means of a written and dated declaration made by a clearing house to the effect that the cheque was delivered in good time and not paid.2.  Protest, time limitsArt. 1129 The protest or equivalent declaration must be made before the time limit for presentation expires. Where the cheque is presented on the last day of the time limit, the protest or equivalent declaration may still be made on the following working day.3.  Object of recourse Art. 1130By way of recourse, the bearer may claim:1. the cheque amount, provided the cheque has not been honoured;2. interest at a rate of six per cent since the date of presentation;3. the costs of the protest or equivalent declaration and of notifications, plus other expenses;4. a commission of not more than one-third of one per cent.4.  Exceptions in the case of force majeureArt. 1131 Where insuperable obstacles (statutory provisions enacted by a state or some other instance of force majeure) militate against the timely presentation of the cheque or timely protest or equivalent declaration, the time limits for such actions are extended. The bearer is obliged to notify the immediately preceding endorser of the force majeure event without delay and to note such notification together with the date and place and his signature on the cheque or an annex thereto; in other respects, the provisions set out in Article 1042 are applicable. Once the force majeure ceases to apply, the holder must present the cheque for acceptance or for payment without delay and, where necessary, make protest or similar declaration. In the event that the force majeure lasts for longer than 15 days after the date on which the bearer himself notified the preceding endorser of the force majeure event prior to expiry of the time limit for presentation, recourse may be had without need for presentation or protest or similar declaration. Facts pertaining purely to the person of the bearer or a person charged with the task of presenting the cheque or making protest or arranging for an equivalent declaration do not count as force majeure events.VII.  Forged ChequesArt. 1132The losses arising from payment of a forged or falsified cheque are borne by the drawee, provided that the drawer named on the cheque is not at fault, such as through negligence in the safekeeping of blank cheque forms entrusted to him.VIII.  Duplicates of a ChequeArt. 1133Cheques may be issued in several identical duplicates if they are not made out to the bearer and are payable in a country other than the country of issue or in an overseas territory belonging to the country of issue, or vice versa, or are both issued and payable in an overseas territory, or are issued in one overseas territory and payable in a different overseas territory belonging to the same country. Such duplicates must be given serial numbers within the text on the instrument; otherwise, each duplicate counts as a separate cheque.IX.  PrescriptionArt. 1134 The bearer’s rights of recourse against the endorser, the drawer and the other parties liable prescribe six months after the time limit for presentation expires. The rights of recourse of one liable party against another prescribe six months after the date on which the cheque was honoured by such party or the claim based on the cheque was asserted against him.X.  General Provisions1.  Definition of ‘banker’Art. 1135For the purposes of this Section, the term ‘banker’ is understood to mean any institution subject to the Federal Act of 8 November 1934 on Banks and Savings Banks.SR 952.02.  Setting time limitsa.  HolidaysArt. 1136 The presentation and protest of a cheque must take place on a working day. Where the last day of a time limit within which an action in connection with the cheque must be taken, in particular presentation, protest or an equivalent declaration, falls on a Sunday or a public holiday, the time limit is extended to include the next working day.Holidays falling within the time limit are included when computing it.In relation to the statutory time limits under federal law and the time limits fixed by authorities by virtue of federal law, Saturday is now regarded as equivalent to a public holiday (Art. 1 of the FA of 21 June 1963 on the Application of Limitation Periods to Saturdays; SR 173.110.3).b.  Computing time limitsArt. 1137When computing the time limits envisaged in this law, the day on which they commence is not included.XI.  Applicable Jurisdiction1.  Capacity to act as drawee of a chequeArt. 1138 A person's capacity to act as drawee of a cheque is determined according to the law of the country in which it is payable. Where under such law the cheque is void for reasons pertaining to the person of the drawee, obligations are nonetheless binding if they arise from signatures appended to the cheque in countries where the law does not envisage nullity for such reasons.2.  Form and time limits for declarations on cheques Art. 1139 The form of a declaration on a cheque is determined according to the law of the country in whose territory such declaration was signed. However, compliance with the formal requirements laid down by the law of the place of payment is sufficient. Where a declaration on a cheque that is invalid pursuant to the previous paragraph would be valid under the law of the country in whose territory a subsequent declaration is signed, the validity of the later cheque declaration is not affected by any formal defects of the earlier declaration. Similarly, a declaration on a cheque made by one Swiss national abroad is valid as against another Swiss national in Switzerland providing it satisfies the formal requirements laid down by Swiss law.3.  Effect of cheque declarations a.  Law of the place of issueArt. 1040 The effects of cheque declarations are determined pursuant to the law of the country in whose territory such declarations were signed.b.  Law of the place of paymentArt. 1141The law of the country in whose territory the cheque is payable determines:1. whether the cheque is necessarily payable on sight or whether it may be drawn for a specified time after sight and what the effects are if a date later than the real issue date is indicated on the cheque;2. the time limit for presentation;3. whether a cheque may be accepted, certificated, confirmed or given a mark of approval and what the effects of such comments are;4. whether the bearer may request part payment and whether he must accept part payment;5. whether a cheque may be crossed or have the comment “account payee only” or an equivalent comment appended to it and what the effects of such crossing or comment are;6. whether the bearer has specific rights to the cover and what the nature of such rights is;7. whether the drawer may revoke the cheque or protest against payment of the cheque;8. the measures to be taken in the event of the loss or theft of the cheque;9. whether a protest or equivalent declaration is required to preserve the right of recourse against the endorser, the drawer and the other parties liable for the cheque.c.  Law of domicileArt. 1142A claim for unjust enrichment against the drawee or the domiciliate is determined according to the law of the country in whose territory these persons are resident.XII.  Applicability of the Law on Bills of ExchangeArt. 1143 The following provisions of the law on bills of exchange are also applicable to cheques:1. Article 990 on the capacity to incur liability as party to a bill;2. Article 993 on bills of exchange made out to own order, drawn on the drawer and for the account of a third party;3. Articles 996–1000 on discrepancies in the specification of the bill amount, signatures of persons lacking capacity to incur liability as parties to bills, unauthorised signatures, liability of the drawer and blank bills;4. Articles 1003–1005 on endorsements;5. Article 1007 on defences;6. Article 1008 on the rights under procuration endorsement;7. Articles 1021 and 1022 on form and effects of bill guarantees;8. Article 1029 on the right to receipts and part payments;9. Articles 1035–1037 and 1039–1041 on protest;10. Article 1042 on notification;11. Article 1043 on the waiver of protest;12. Articles 1044 on the joint and several liability of the parties;13. Articles 1046 and 1047 on the right of recourse on payment of the bill of exchange and the right to take possession of bills of exchange, protest and receipts;14. Article 1052 on claims for unjust enrichment;15. Article 1053 on devolution of cover;16. Article 1064 on the relationship between duplicates;17. Article 1068 on amendments;18. Articles 1070 and 1071 on interruption of prescriptive periods;19. Articles 1072–1078 and 1079 paragraph 1 on cancellation;20. Articles 1083–1085 on exclusion of days of respite, the place for actions in connection with bills of exchange and signatures by hand;21. Articles 1086, 1088 and 1089 on applicable jurisdiction with regard to capacity to incur liability as a party to bills, actions to exercise and safeguard rights under bills of exchange and exercise of the right of recourse. None of the provisions relating to acceptance of bills of exchange laid down in these Articles is applicable. With regard to their applicability to cheques, Article 1042 paragraph 1, Article 1043 paragraph 1 and 3 and Article 1047 are supplemented in the sense that a declaration equivalent to protest as defined in Article 1128 letters 2 and 3 may substitute for protest itself.XIII.  Reservation of Specific LawArt. 1144The special provisions governing Swiss post office cheques are reserved.Section Six:  Bill-like Securities and Other Instruments to OrderA.  In generalI.  RequirementsArt. 1145A negotiable security is deemed an instrument to order if it is made out to order or declared by law to be an instrument to order.II.  Defences of the obligorArt. 1146 Against a claim deriving from an instrument to order, the obligor may plead only such defences as contest the validity of the instrument or arise from the instrument itself and those available to him personally against the respective obligee. Defences based on the direct relations between the obligor and a former bearer are admissible where the bearer intentionally acted to the detriment of the obligor when acquiring the security.B.  Bill-like securitiesI.  Payment instructions to order1.  In generalArt. 1147Where a payment instruction is not designated as a bill of exchange in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a bill of exchange, it counts as a bill of exchange.2.  No duty to acceptArt. 1148 The payment instruction to order must not be presented for acceptance. If it is nevertheless presented but acceptance is refused, the bearer does not have right of recourse on these grounds.3.  Consequences of acceptanceArt. 1149 Where the payment instruction to order is accepted voluntarily, the acceptor of the payment instruction counts as the acceptor of a bill of exchange. However, the bearer may not have recourse before maturity if the instructed party has been declared insolvent or has suspended his payments or compulsory execution has been levied on his assets without success. Similarly, the bearer may not have recourse before maturity if the instructing party has been declared insolvent.4.  No enforcement of bills of exchangeArt. 1150The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889 governing the enforcement of bills of exchange do not apply to payment instructions to order.SR 281.1II.  Promise to pay to order Art. 1151 Where a promise to pay is not designated as a promissory note in the text appearing on the instrument itself but is expressly made out to order and satisfies all the other requirements of a promissory note, it counts as a promissory note.  However, the provisions governing payment for honour do not apply to promises to pay to order. The provisions of the Debt Collection and Bankruptcy Act of 11 April 1889 governing the enforcement of bills of exchange do not apply to promises to pay to order.SR 281.1C.  Other endorsable securities Art. 1152 Instruments whereby the signatory undertakes to pay certain sums of money or deliver certain quantities of fungibles with reference to place, time and total amount may, if they are expressly made out to order, be transferred by endorsement. These and other endorsable instruments, such as warehouse warrants, bills of lading, etc., are subject to the provisions of the law on bills of exchange governing the form of the endorsement, proof of the bearer’s entitlement, annulment and the bearer’s duty to surrender the instrument. However, the provisions governing rights of recourse on bills of exchange do not apply to such instruments.Section Seven:  Documents of Title to GoodsA.  Requirements. In general Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).Art. 1153Documents of title to goods issued by a warehouse keeper or carrier as negotiable securities must bear:1. the place and date of issue and the signature of the issuer;2. the name and address of the issuer;3. the name and address of the depositor or sender of the goods;4. an inventory of the stored or despatched goods by description, volume and identification marks;5. the fees and remuneration payable or paid in advance;6. any special agreements between the parties concerning the handling of the goods;7. the number of duplicates of the document of title to goods;8. the persons with power of disposal, with indication of names or to order or as bearer.II.  Equivalent instruments in security ledgersArt. 1153a The parties may issue documents of title to goods in the form of ledger-based securities. Articles 1154 and 1155 apply mutatis mutandis. The issuer's signature is not required if the instrument can be unambiguously attributed to him or her in another manner. The further content of the instrument, including any charges, must be recorded in the securities ledger itself or in the associated accompanying data. Inserted by No I 1 of the FA of 25 Sept. 2020 on the Adaptation of Federal Law to Developments in Distributed Ledger Technology, in force since 1 Feb. 2021  (AS 2021 33; BBl 2020 233).B.  The warrantArt. 1154 Where one of two or more documents of title to goods is to serve the purpose of establishing a lien, it must be designated as a warrant and in all other respects take the form of a document of title to goods. The issue of the warrant must be noted on the other duplicates along with every pledge made, including the claim amount and due date.C.  Significance of the formal requirementsArt. 1155 Bills and certificates issued in respect of stored goods or freight that do not satisfy the formal requirements of documents of title to goods are not recognised as negotiable securities, but are deemed to be merely receipts or other documents in proof. Bills and certificates issued by warehouse keepers without the legally required approval from the competent authority are recognised as negotiable securities provided they satisfy the statutory formal requirements. The issuer is liable to an administrative fine of up to 1,000 francs to be imposed by the competent cantonal authority.Title Thirty-Four:  BondsSection One:  ...Art. 1156 Repealed by Annex No 1 of the Financial Services Act of 15 June 2018, with effect from  1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).Section Two: Community of Bond CreditorsAmended by No I of the FA of 1. April 1949, in force since 1 Jan. 1950 (AS 1949 I 791 801; BBl 1947 III 869). See also the Final Provisions of the second Sec. of Title XXXIV, at the end of this Code.A.  RequirementsArt. 1157 Where bonds with uniform conditions are offered directly or indirectly for public subscription by a borrower whose domicile or commercial office is in Switzerland, by operation of law the creditors form a community of creditors. Where several different issues are offered, the creditors of each issue form a separate community of creditors. The provisions of this Chapter do not apply to bonds issued by the Confederation, cantons, municipalities and other public sector corporations and entities.B.  Bond representativeI.  AppointmentArt. 1158 Representatives appointed under the bond issue conditions are, unless otherwise provided, deemed to be representatives of both the community of creditors and the borrower. The creditors’ meeting may elect one or more representatives for the community of creditors. Unless otherwise provided, multiple representatives exercise their powers of representation jointly.II.  Powers1.  In generalArt. 1159 The representative has such powers as are conferred on him by law, the bond issue conditions or the creditors’ meeting. His duties are to request that the borrower convene a creditors’ meeting where the conditions for such convocation obtain, to implement its resolutions and to represent the community of creditors within the bounds of the powers conferred on him. To the extent that the representative is authorised to assert the creditors’ rights, the individual creditors are not entitled to exercise their rights independently.2.  Monitoring of the borrowerArt. 1160 Where the borrower is in arrears in the fulfilment of his obligations under the bond issue, the representative of the community of creditors is entitled to obtain from the borrower all information of interest to the community of creditors. On the same conditions, where the borrower is a company limited by shares, partnership limited by shares, limited liability company or cooperative, the representative may participate in an advisory capacity in the meetings of its governing bodies to the extent that the agenda items under discussion relate to the interests of the bond creditors. The representative must be invited to such meetings and is entitled to receive the background documentation to be discussed at such meetings in good time.3.  In the case of bonds secured by a chargeArt. 1161 Where a representative of the borrower and the creditors has been appointed for a bond issue secured by a land charge or a charge on chattels, he has the same powers as a pledgee under a land charge. The representative must safeguard the rights of the creditors, the borrower and the owner of the charged property diligently and impartially.III.  Lapse of authorityArt. 1162 The creditors’ meeting may revoke or modify the authority conferred on a representative at any time. 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. On application by a bond creditor or the borrower, the court may declare such authority extinguished for good cause. 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.IV.  CostsArt. 1163 The costs of all representative arrangements envisaged in the bond issue conditions are borne by the borrower. 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.C.  Creditors’ meetingI.  In generalArt. 1164 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. 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. 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. The costs of convening and holding the creditors’ meeting are borne by the borrower.II.  Convocation1.  In generalArt. 1165 The creditors’ meeting is convened by the borrower. 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. 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. If the debtor has or had only a branch office in Switzerland, the court at the location of this branch office has mandatory jurisdiction. 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; BBl 2006 7221). 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; BBl 2006 7221).2.  MoratoriumArt. 1166 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. Such stay is not a suspension of payments within the meaning of the Debt Collection and Bankruptcy Act of 11 April 1889; the creditors may not apply for the commencement of insolvency proceedings without prior debt enforcement. 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. 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.SR 281.1III.  Holding the meeting1.  Voting rightArt. 1167 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. 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. A charge or special lien held by the borrower on bonds does not preclude the right to vote of the owners of such bonds.2.  Representation of individual bond creditorsArt. 1168 Representation of bond creditors requires a written power of attorney, unless such representation has its basis in law. The borrower is excluded from representing bond creditors with right to vote.IV.  ProcedureArt. 1169The 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.D.  Resolutions of the community of creditorsI.  Encroachment on creditors’ rights1.  Admissibility and required majoritya.  In the case of only one community of creditorsArt. 1170 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. These measures may be combined.b.  In the case of several communities of creditorsArt. 1171 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. 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.c.  Determining the majorityArt. 1172 When determining the total bond capital in circulation, bonds that do not confer right to vote shall be disregarded. 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.2.  Restrictionsa.  In generalArt. 1173 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. The community of creditors may not extend the creditors’ rights without the consent of the borrower.b.  Equal treatmentArt. 1174 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. The ranking of charge creditors must not be changed without their consent. Article 1170 letter 7 is reserved. Undertakings and dispositions whereby individual creditors are favoured over others belonging to the community of creditors are void.c.  Statement and balance sheetArt. 1175An 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.  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, 2004 3969).3.  Official approvala.  In generalArt. 1176 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. The borrower must submit them within one month of their adoption to said authority for approval. 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. The costs of the approval procedure are borne by the borrower.b.  RequirementsArt. 1177Official 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.c.  AppealArt. 1178 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. Similarly, a decision to refuse approval may be challenged by bond creditors who voted in favour of the resolution or by the borrower.d.  RevocationArt. 1179 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. An application for revocation must be filed within six months of the date on which the bond creditors learned of the grounds for challenge. 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.II.  Other resolutions1.  Authority of the bond representativeArt. 1180 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. 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.2.  On other mattersArt. 1181 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. 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.3.  ChallengeArt. 1182Any 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.E.  Special casesI.  Insolvency of the borrowerArt. 1183 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. Where no resolution is made to grant such authority, each bond creditor represents his rights independently.II.  Composition agreementArt. 1184 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. 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.SR 281.1III.  Bonds issued by railway or inland waterways transport companies Art. 1185 The provisions of this Chapter are applicable to bond creditors of railway or inland waterways transport companies, subject to the following special provisions. A request for convocation of a creditors’ meeting must be made to the Federal Supreme Court. The Federal Supreme Court is responsible for convening the creditors’ meeting and the recording, approval and implementation of its resolutions. 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.F.  Differing agreementsArt. 1186 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. 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. 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; BBl 2020 6359).Transitional Provisions to the Federal Act of 30 March 1911I. The Final Title of the Civil Code is amended as follows:...II. This Act enters into force on 1 January 1912.The Federal Council is charged with making arrangements to publicise this Code on the basis of the provisions of the Federal Act of 17 June 1874 on Referendums on Federal Acts and Federal Council Decrees.SR 210. The amendment below is inserted in the said enactment.The amendments may be consulted under AS 27 317.[BS 1 173; AS 1962 789 Art. 11 para. 3, 1978 712 Art. 89 No b]Final Provisions to the Amendment of 23 March 1962Inserted by No II of the FA of 23 March 1962, in force since 1 Jan. 1963 (AS 1962 1047 1056; BBl 1960 I 523).A.  Preferential payments on bankruptcyArt. 1... The amendments may be consulted under AS 1962 1047.B.  Unfair competitionArt. 2... The amendments may be consulted under AS 1962 1047.C.  Transitional lawArt. 3 Articles 226f, 226g, 226h, 226i and 226k also apply to hire purchase agreements entered into prior to the commencement of this Act. Only Article 226k applies to advance payment agreements entered into prior to the commencement of this Act. These agreements must however be adapted to the provisions of the Article 227b within one year, failing which they lapse and the purchaser must be paid his entire credit balance with all the interest and benefits credited to him. These articles have now been repealed.D.  Entry into forceArt. 4The Federal Council determines the date on which this Act enters into force.Transitional Provisions to the Amendment of 16 December 2005 Inserted by No III 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, 2004 3969).A.  General ruleArt. 1 The final title of the Civil Code applies to this Code unless the following provisions provide otherwise. The provisions of the new Code apply to existing companies from its commencement.B.  Deadline for amendmentsArt. 2 Limited liability companies entered in the commercial register on the commencement of this Code but which do not fulfil the new requirements must amend their articles of association and regulations to the new provisions within two years. Provisions of the articles of association and regulations that are inconsistent with the new law remain in force until their amendment but for two years at the most. For limited liability companies that are entered in the commercial register when this Code comes into force, Articles 808a and 809 paragraph 4 second sentence only apply after expiry of the period allowed to amend the articles of association. Companies limited by shares and cooperatives that are entered in the commercial register when this Code comes into force whose name does not comply with the new statutory requirements must adapt their name to the new provisions within two years. On expiry of this period, the commercial register office amends the name ex officio.C.  Payment of contributionsArt. 3 Where in limited liability companies that are entered in the commercial register when this Act comes into force, allocations have not been made corresponding to the issue price of all capital contributions, these allocations must be made within two years. Until the full payment of the allocation to the level of the capital contributions, the company members are liable in accordance with Article 802 of the Code of Obligations in its version of 18 December 1936. AS 53 185D.  Participation certificates and dividend rights certificatesArt. 4 Shares in limited liability companies that indicate a nominal value and which are recorded under liabilities on the balance sheet, but will confer no right to vote (participation certificates), are deemed after two years to be capital contributions with the same property rights if they are not cancelled during this period by means of a reduction in capital. If the shares are cancelled, the former participants must be paid compensation corresponding to the true value of the certificates. The required resolutions of the members' general meeting may be passed with an absolute majority of the votes represented, even if the articles of association provide otherwise. Shares in limited liability companies that are not recorded under liabilities on the balance sheet are governed by the provisions on dividend rights certificates once this Act comes into force, even if they are designated participation certificates. They may not indicate a nominal value and must be designated dividend rights certificates. The designation of the shares and the articles of association must be amended within two years.E.  Own capital contributionsArt. 5Where limited liability companies acquired their own capital contributions before this Act comes into force, they must, provided they exceed 10 per cent of the nominal capital, sell the same or cancel the same by means of a reduction in capital, within two years.F.  Duty to pay in further capitalArt. 6 Obligations under the articles of association to pay additional capital contributions that were established before this Act comes into force and that exceed twice the nominal value of the capital contributions, remain legally valid and may only be reduced by following the procedure under Article 795c. Otherwise, the new provisions apply after this Act comes into force, in particular in relation to the call for additional capital contributions.G.  External auditorArt. 7The provisions of this Act on the external auditor apply from the first financial year that begins when this Act comes into force or thereafter.H.  Voting rightsArt. 8 Limited liability companies that have conferred right to vote before this Act comes into force that are not dependent on the nominal value of the capital contributions are not required to amend the corresponding provisions to the requirements of Article 806. On the issue of new capital contributions, Article 806 paragraph 2 second sentence must be observed in every case.J.  Amendment of majority requirements in the articles of associationArt. 9If a limited liability company, simply by reproducing the provisions of the old law, has adopted provisions in the articles of association that require qualified majorities to pass resolutions at the members' general meeting, the members' general meeting may within two years by an absolute majority of the votes represented resolve to amend these provisions in accordance with the new law.K.  Cancellation of shares and capital contributions in the event of restructuringArt. 10If, before this Act comes into force, the share capital or the nominal capital is reduced to zero for the purposes of restructuring and thereafter increased again, the membership rights of the former shareholders or company members cease to exist when this Act comes into force.L.  Exclusivity of registered business namesArt. 11The exclusivity of business names that were entered in the commercial register before this Act comes into force is assessed in accordance with Article 951 of the Code of Obligations in its version of 18 December 1936. AS 53 185Transitional Provision to the Amendment of 17 June 2011 AS 2011 5863; BBl 2008 1589The provision in this amendment applies from the first financial year beginning on or after the date on which this amendment comes into force.Transitional Provision to the Amendment of 23 December 2011 AS 2012 6679; BBl 2008 1589A.  General ruleArt. 1 The provisions of the Final Title of the Civil Code apply to this Code unless the following provisions provide otherwise. The provisions of the Amendment of 23 December 2011 apply to existing undertakings from the date on which it comes into force. SR 210B.  Commercial accounting and financial reportingArt. 2 The regulations in Title Thirty-Two first apply in the financial year that begins two years after this Amendment comes into force. The basis for the application of the provisions on financial reporting by larger undertakings is formed by the balance sheet total, sales revenue and number of full-time positions on annual average in the two years before this Amendment comes into force  The provisions on consolidated accounts first apply in the financial year beginning three years after this Amendment comes into force. The two previous financial years form the basis for the exemption from the duty to prepare consolidated accounts. When applying the regulations on financial reporting for the first time, it is not required to specify the figures from previous years. When applying the regulations for the second time, only the figures from the previous year need be specified. If figures from previous financial years are specified, consistency of presentation and structure are not required. Reference must be made to this in the notes to the accounts.Transitional Provisions to the Amendment of 12 December 2014 AS 2015 1389; BBl 2014 605A.  General ruleArt. 1 Articles 1–4 of the Final Title of the Civil Code apply to this Code unless the following provisions provide otherwise. The provisions of the Amendment of 12 December 2014 apply to existing companies on coming into force. SR 210B.  Adapting articles of association and regulationsArt. 2 Companies entered in the commercial register when the Amendment of 12 December 2014 comes into force that do not comply with the new regulations must adapt their articles of association and regulations to the new provisions within two years. Provisions of articles of association and regulations that are incompatible with the new law remain in force until they are adapted or for a maximum of two years.C.  Obligations to give noticeArt. 3 Persons holding bearer shares when the Amendment of 12 December 2014 comes into force must comply with the obligations to give notice under Articles 697i and 697j that apply on acquiring shares  The deadline for the lapse of property rights (Art. 697m para. 3) in this case is six months after the Amendment of 12 December 2014 comes into force.Transitional Provisions to the Amendment of 25 September 2015 AS 2016 1507; BBl 2014 9305A.  General ruleArt. 1 Articles 1–4 of the Final Title of the Civil Code apply to this Code unless the following provisions provide otherwise. The provisions of the Amendment of 25. September 2015 apply to existing legal entities on coming into force. SR 210B.  Amendment of registered business namesArt. 2General and limited partnerships and partnerships limited by shares that are entered in the commercial register when the Amendment of 25 September 2015 comes into force and whose business name does not comply with the requirements of the Amendment of 25 September 2015 may continue to use their business name without change, provided Articles 947 and 948 of the previous law does not require a change.C.  Exclusivity of the registered business nameArt. 3If the business name of a general or limited partnership or partnership limited by shares was entered in the commercial register before the Amendment of 25 September 2015 comes into force, its exclusivity is assessed in accordance with Article 946 of the current law and Article 951 of the previous law.Transitional Provisions to the Amendment of 17 March 2017 AS 2020 957; BBl 2015 3617A.  General rulesArt. 1 Articles 1–4 of the Final Title of the Civil Code apply to the Amendment of 17 March 2017, unless the following provisions provide otherwise. The new law shall apply to existing legal entities on its coming into force.SR 210B.  Registration obligation for public institutionsArt. 2Public institutions established before the new law comes into force and which primarily carry on a private gainful economic activity must be entered in the commercial register within two years.Transitional provisions to the Amendment of 21 June 2019 AS 2019 3161; BBl 2019 279A.  General provisionsArt. 1 Articles 1–4 of the Final Title of the Civil Code apply to this Code unless the following provisions provide otherwise. The provisions of the Amendment of 21 June 2019 apply on its commencement to existing companies. SR 210B.  Reporting exceptions to the commercial register officeArt. 2Companies limited by shares and partnerships limited by shares with bearer shares that have equity securities listed on a stock exchange or whose bearer shares are organised as intermediated securities must request registration in accordance with Article 622 paragraph 2 by the commercial register office within 18 months of Article 622 paragraph 1 coming into force.C.  Companies without listed equity securities with bearer shares not organised as intermediated securities1.  Scope of applicationArt. 3Articles 4–8 apply to companies that have no equity securities listed on a stock exchange and whose bearer shares are not organised as intermediated securities, and to companies that have not requested registration in accordance with Article 622 paragraph 2.2.  Conversion of bearer shares into registered sharesArt. 4 If, 18 months after Article 622 paragraph 1 comes into force, a company limited by shares or partnership limited by shares still has bearer shares that are not registered in accordance with Article 622 paragraph 2, these shares shall by law be converted into registered shares. The conversion takes effect in relation to any person, irrespective of any provisions of the articles of association or commercial register entries that provide otherwise, and irrespective of whether share certificates have been issued or not. The Commercial Register Office shall record the amendments resulting from paragraph 1 ex officio. It shall also enter a note to the effect that the documents contain information that is inconsistent with the entry. The converted shares retain their nominal value, are paid up to the same extent and carry the same voting and property rights. Their transferability is not restricted.3.  Amendment to the articles of association and entry in the commercial registerArt. 5 Companies limited by shares and partnerships limited by shares, whose shares have been converted must amend their articles of association when the next opportunity arises to do so. The commercial register office shall reject any application to register any other amendment to the articles of association in the commercial register for as long as this amendment has not been made. A company that has listed equity securities or that has organised its converted shares as intermediated securities need not amend its articles of association provided:a. the general meeting decides to convert the converted shares into bearer shares without changing their number, the nominal value or the class of shares; andb. the company requests registration in accordance with Article 622 paragraph 2. If the company has amended the articles of association in accordance with paragraph 1 to take account of the conversion or if an amendment is not required in accordance with paragraph 3, the commercial register office shall delete the note in accordance with Article 4 paragraph 2.4.  Updating of the share register and suspension of rightsArt. 6 Following converting bearer shares into registered shares, the company shall enter details of the shareholders that have fulfilled the obligation to give notice in Article 697i of the previous law in the share register. The membership rights of shareholders who have not complied with the obligation to give notice are suspended and their property rights lapse. The board of directors shall ensure that no shareholders exercise their rights while in breach of this provision. An entry shall be made in the share register to the effect that these shareholders have failed to comply with their obligation to give notice and that the rights conferred by the shares may not be exercised. 5.  Retrospective noticeArt. 7 Shareholders who have failed to comply with their obligation to give notice in accordance with Article 697i of the previous law and whose bearer shares have been converted into registered shares in accordance with Article 4 may with the prior consent of the company apply to the court within five years of Article 622 paragraph 1coming into force to be entered in the share register. The court shall grant the application if the shareholder proves his or her shareholder status. The court decides under the summary procedure. The shareholder bears the court costs. If the court grants the application, the company makes the entry. The shareholders may claim the property rights that arise from this date.6.  Permanent loss of shareholder statusArt. 8 Shares belonging to shareholders who have not requested the court to approve their entry in the company’s share register in accordance with Article 7 within five years of Article 622 paragraph 1 coming into force become null and void by law. The shareholders lose the rights conferred by the shares. The shares that are null and void are replaced by the company’s own shares. Shareholders whose shares have become null and void through no fault of their own and who can prove that they were shareholders on the date that the shares became null and void, may within ten years of this date claim compensation from the company. The compensation corresponds to the true value of the shares at the time of their conversion in accordance with Article 4. If the true value of the shares on pursuing the claim is lower than that at the time of their conversion, the company need only pay the lower value. Compensation is excluded if the company does not have the required freely disposable shareholders’ equity.Transitional Provision to the Amendment of 19 June 2020 AS 2020 4005; 2021 846 No III 1; 2022 109; BBl 2017 399A.  General ruleArt. 1 Articles 1–4 of the Final Title to the Civil Code apply to die Amendment of 19 June 2020, unless the following provisions provide otherwise. The provisions of the new law become applicable to existing companies when it comes into force. SR 210B.  Amendment of articles of association and regulationsArt. 2 Companies that are entered in the commercial register at the time that the new law comes into force but which are not in compliance with the new rules must adapt their articles of association and regulations to the new provisions within two years. Provisions of the articles of association and regulations that are not compatible with the new law remain in force until they are amended, but for no longer than two years after the new law comes into force.C.  Approved capital increases and capital increases from contingent capitalArt. 3The previous law applies to approved capital increases and capital increases from contingent capital for which a resolution was passed before the new law comes into force. The resolutions of the general meeting may no longer be extended or amended.D.  Gender representationArt. 4 The obligation to report in the remuneration report in accordance with Article 734f applies to the board of directors at the latest from the financial year that begins five years after the new law comes into force. The obligation to report in the remuneration report in accordance with Article 734f applies to the executive board at the latest from the financial year that begins ten years after the new law comes into force.E.  Stay of bankruptcyArt. 5A stay of bankruptcy that was granted before the new law comes into force shall until its conclusion be governed by the previous law.F.  Amendment of contracts under the previous lawArt. 6Contracts existing at the time that the new law comes into force shall be adapted to the new law within two years of it coming into force. On expiry of this period, the rules of the new law apply to all contracts.G.  Transparency in raw material companiesArt. 7Articles 964d–964h apply for the first time to the financial year that begins one year after the new law comes into force.Transitional provision to the Amendment of 19 June 2020 AS 2021 846 No I; BBl 2017 399The provisions of Section 6 and Section 8 of Title 32 apply for the first time to the financial year that begins one year after the Amendment of 19 June 2020 comes into force.Final Provisions to Title Eight and Title EightInserted by No II of the FA of 15 Dec. 1989, in force since 1 July 1990  (AS 1990 802; BBl 1985 I 1389).Art. 1The Federal Decree of 30 June 1972 on Measures against Abuses in Tenancy Law is repealed.[AS 1972 1502, 1977 1269, 1982 1234, 1987 1189]Art. 2–4... The amendments may be consulted under AS 1990 802.Art. 5 The provisions governing protection against termination in the renting and leasing of residential and commercial accommodation apply to all residential and commercial leases that are terminated following the commencement of this Act. However, if notice is given of the termination of a residential or commercial lease prior to the commencement of this Act, but with effect from a date thereafter, the time limits for challenging the termination and the request for an extension (Art. 273) begin when this Act comes into force.Art. 6 This Act is subject to an optional referendum. The Federal Council shall determine the commencement date.Final and Transitional Provisions to Title XInserted by No II of the FA of 25. June 1971, in force since 1 Jan. 1972  (AS 1971 1465; BBl 1967 II 241).Amendment of the COArt. 1... The amendments may be consulted under AS 1971 1465.Amendment of the CCArt. 2... The amendments may be consulted under AS 1971 1465.Amendment of the Insurance Contracts ActArt. 3... The amendments may be consulted under AS 1971 1465.Amendment of the Agriculture ActArt. 4... The amendments may be consulted under AS 1971 1465.Amendment of the Employment ActArt. 5... The amendments may be consulted under AS 1971 1465.Repeal of federal law provisionsArt. 6The following provisions are repealed on the commencement of this Act:1. Article 159 and 463 of the Code of Obligations,2. Article 130 of the Federal Act of 13 June 1911 on Health and Accident Insurance,3. Article 20 to 26, 28, 29 and 69 paragraphs 2 and 5 of the Federal Act of 18 June 1914 on Factory Employment,4. Article 4, 8 paragraphs 1, 2 and 5, 9 and 19 of the Federal Act of 12 December 1940 on Homeworking,5. the Federal Act of 13 June 1941 on Employment Terms for Commercial Travellers,6. the Federal Act of 1 April 1949 on Restrictions on the Termination of Employment Contracts while on Military Service,7. Articles 96 and 97 of the Agriculture Act of 3 October 1951,8. Article 32 of the Federal Act of 25 September 1952 on the System of Compensation for Loss of Earnings for Persons on Military Service or Civil Protection Duty,9. Article 19 of the Federal Act of 28. September 1956 on the Declaration of the General Application of Collective Employment Agreements,10. Article 49 of the Civil Defence Act,11. Art. 20 paragraph 2 and 59 of the Federal Act of 20 September 1963 on Vocational Education and Training,12. Art. 64 and 72 paragraph 2 letter a of the Employment Act of 13 March 1964.[BS 8 281; AS 1959 858; 1964 965 No I–III; 1968 64; 1977 2249 No I, 611; 1978 1836 Annex No 4; 1982 196, 1676 Annex No 1, 2184 Art. 114; 1990 1091; 1991 362 No II, 412; 1992 288 Annex No 37, 2350; 1995 511. AS 1995 1328 Annex No 1]SR 821.41[BS 8 229; AS 1951 1231 Art. 14 para. 2, 1966 57 Art. 68. AS 1983 108 Art. 21 No 3][BS 2 776; AS 1966 57 Art. 69][AS 1949 II 1293][AS 1953 1073; 1954 1364 Art. 1; 1958 659; 1959 588; 1960 1279; 1962 203, 1144 Art. 14, 1412; 1967 722; 1968 92; 1974 763; 1975 1088; 1977 2249 No I, 921, 942, 931; 1979 2058; 1982 1676 Annex No 6; 1988 640; 1989 504 Art. 33 lett. c; 1991 362 No II 51, 857 Annex No 25, 2611; 1992 1860 Art. 75 No 5, 1986 Art. 36 para. 1; 1993 1410 Art. 92 No 4, 1571, 2080 Annex No 11; 1994 28; 1995 1469 Art. 59 No 3, 1837, 3517 No I 2; 1996 2588 Annex No 2, 2783; 1997 1187, 1190; 1998 1822. AS 1998 3033 Annex lett. c]SR 834.1. Now: Federal Act on Compensation for Loss of Earnings for Persons on Military Service or Maternity Leave (Loss of Earnings Compensation Act, LECA).SR 221.215.311[AS 1962 1089; 1964 487 Art. 22 para. 2 No b; 1968 1025 Art. 35; 1969 310 No III; 1971 751; 1978 50, 570; 1985 1649; 1990 1882 Annex No 7; 1992 288 Annex No 22; 1993 2043 Annex No 3; 1994 2626 Art. 71][AS 1965 321, 428; 1968 86; 1972 1681; 1975 1078 No III; 1977 2249 No I 331.  AS 1979 1687 Art. 75] This Art. has now been repealed.SR 822.11Amendment of legal relations governed by the old lawArt. 7Contracts of employment in existence when this Act comes into force (individual contracts of employment, standard employment contracts and collective employment contracts) must be amended in accordance with the provisions hereof within one year; on expiry of this time limit, the provisions hereof apply to all contracts of employment. Occupational benefits schemes in existence when this Act comes into force must amend their articles of association or regulations by 1 January 1977 at the latest taking account of the formal requirements of Articles 331 a, 331 b and 331c applicable to the amendment; from 1 January 1977, these provisions apply to all occupational benefits schemes.1 Jan. 1972Amended by No I of the FA of 25. June 1976, in force since 1 Jan. 1977  (AS 1976 1972 1974; BBl 1976 I 1269).Commencement of the ActArt. 8The Federal Council shall determine the commencement date of this Act.Final Provisions to the Fourth Section of Title XIIIInserted by No II of the FA of 4 Feb. 1949, in force since 1 Jan. 1950  (AS 1949 I 802; BBl 1947 III 661).A.  Transitional lawArt. 1 Articles 418d paragraph 1, 418f paragraph 1, 418k paragraph 2, 418o, 418p, 418r and 418s apply immediately to agency contracts already in existence when the new law comes into force. In other respects, agency contracts already in existence when the new law comes into force must be amended in accordance with the new provisions within two years. After this time limit expires, the new law also applies to agency contracts entered into previously. In the absence of an agreement to the contrary, on expiry of two years, the provisions this Section also apply to contracts already in existence when the new law comes into force relating to agents who act as such as a subsidiary occupation B.  Preferential payments on bankruptcyArt. 2... The amendments may be consulted under AS 1949 I 802.C.  Entry into forceArt. 3The Federal Council determines the commencement date of this Act.Transitional provisions to Title XXInserted by No II of the FA of 10 Dec. 1941, in force since 1 July 1942  (AS 58 279 644; BBl 1939 II 841). The provisions of the new law apply to all contracts of surety entered into after this Act comes into force. Contracts of surety entered into after this Act comes into force are subject to the provisions of the new law only with regard to matters that arise subsequently and with following restrictions:1. The new Articles 492 paragraph 3, 496 paragraph 2, 497 paragraphs 3 and 4, 499, 500, 501 paragraph 4, 507 paragraphs 4 and 6, 511 paragraph 1 do not apply.2. The provisions of the new Articles 493 on form and 494 on the requirement of the spouse's consent apply to contracts of surety under the old law only insofar as they relate to subsequent amendments of the contracts of surety.3. Article 496 paragraph 1 applies with the requirement that recourse may be had to the surety not only before the principal debtor and before realisation of the property given in pledge, but also before the realisation of other charges, provided the principal debtor is in arrears and has failed to respond to reminders or his inability to pay is obvious.4. The creditor is granted a period of six months from falling in arrears or at least three months from the commencement of this Act to give notice of the arrears in accordance with Article 505 paragraph 1.5. Article 505 paragraph 2 applies only to bankruptcy proceedings commenced at least three months after this Act comes into force, and to debt restructuring moratoriums approved at least three months after this Act comes into force.6. The time limit mentioned in Article 509 paragraph 3 begins to run for contracts of surety under the old law when this Act comes into force. Articles 77–80 of the Customs Act of 18 March 2005 are reserved. The Federal Council determines the commencement date of this Act. SR 631.0 Amended by Annex No 2 of the Customs Act of 18 March 2005, in force since  1 May 2007 (AS 2007 1411; BBl 2004 567).Final and Transitional Provisions to Titles XXIV‐XXXIIIInserted by the Federal Act of 18 Dec. 1936, in force since 1 July 1937  (AS 53 185; BBl 1928 I 205, 1932 I 217).A.  Scope of application of the Final TitleArt. 1The provisions of the Final Title of the Civil Code also apply to this Act.SR 210B.  Adaptation of existing companies to the new lawI.  In generalArt. 2 Companies limited by shares, partnerships limited by shares and cooperatives that are entered in the commercial register when this Act comes into force, but which do not meet the statutory requirements, must amend their articles of association in accordance with the new provisions within five years. During this period, they are subject to the previous law where their articles of association are contrary to the new provisions. If the companies fail to comply with this provision, on expiry of the deadline, they must be declared dissolved ex officio by the commercial registrar. The Federal Council may extend the application of the old law in the case of insurance and credit cooperatives on a case-by-case basis. Any application in relation thereto must be filed within three years of this Act coming into force.II.  Welfare schemesArt. 3Where companies limited by shares, partnerships limited by shares and cooperatives have prior to the entry into force of this Act clearly provided funds to establish and support welfare schemes for employees and for members, they must adapt these schemes within five years to the provisions of Articles 673 and 862.This Art. has now been reworded.This Art. has now been reworded.Art. 4 Repealed by Annex No 2 of the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 (AS 2004 2617; BBl 2000 4337).C.  Balance sheet provisionsI.  Exception for extraordinary circumstancesArt. 5 The Federal Council is entitled where extraordinary economic circumstances so require to enact provisions that permit deviations from the requirements relating to balance sheets laid down in this Act. Any resolution of the Federal Council to this effect must be published. If a Federal Council decree of this nature applies to the preparation of a balance sheet, this must be stated on the balance sheet.II.  ...Art. 6Art. no longer relevant.D.  Conditions for liability of membersArt. 7 The rights of creditors existing when this Act comes into force are not adversely affected by changes to the provisions of this law relating to the conditions for liability of members. Cooperatives, whose members are personally liable for the obligations of the cooperative only by virtue of Article 689 of the previous Code of Obligations, remain subject to the provisions of the previous law for five years. During this period, resolutions on the full or partial exclusion of personal liability or an express finding of liability may be passed in the general meeting by an absolute majority of the votes cast. Article 889 paragraph 2 on departure does not apply.AS 27 317E.  Business namesArt. 8 Business names in existence when this Act comes into force that do not comply with its provisions may continue to be used unchanged for a further two years. If any change is made before the expiry of this deadline, the change must comply with the current law.F.  SecuritiesI.  Registered securitiesArt. 9Savings bank and deposit account books, and savings and deposit certificates issued before this Act comes into force as registered securities are subject to the provisions of Article 977 on the cancellation of debt instruments even if the borrower has not expressly reserved the right in the instrument not to make payment without sight of the debt instrument or and without cancellation.II.  Shares1.  Nominal valueArt. 10Shares that were issued before this Act comes into force may1. continue to have a nominal value of less than 100 francs;2. be reduced in nominal value to less than 100 francs in the event of a reduction in the basic capital within three years of this Act coming into force.2.  Bearer shares not fully paid up Art. 11 Bearer shares and interim certificates issued before this Act comes into force are not subject to Articles 683 and 688 paragraphs 1 and 3. The legal relationship between the subscriber to and acquirer of these shares is governed by the previous law.III.  Bills of exchange and chequesArt. 12Bills of exchange and cheques issued before this Act comes into force are governed by the previous law in all transactions.G.  Community of creditorsArt. 13The Ordinance of 20 February 1918 relating to the community of bond creditors and the provisions of the supplementary Federal Council Decrees continue to apply to the cases to which they applied previously.[AS 34 231; 35 297; 36 623, 893][AS 51 673, 53 454, 57 1514, 58 934, 62 1088, 63 1342]H.  ...Art. 14Repealed by No I No c of the Annex to the IPLA of 18 Dec. 1987, with effect from 1 Jan. 1989 (AS 1988 1776; BBl 1983 I 263).J.  Amendment of the Debt Collection and Bankruptcy ActArt. 15... The amendments may be consulted under AS 53 185.K.  Relationship to the Banking ActI.  General reservationArt. 16The provisions of the Banking Act of 8 November 1934 are reserved.SR 952.0II.  Amendment of individual provisionsArt. 17... The amendments may be consulted under AS 53 185.L.  Repeal of federal private lawArt. 18On the entry into force of this Act, the federal private law provisions that are inconsistent herewith, and in particular, the Third Division of the Code of Obligations entitled "Commercial Enterprises, Securities and Business Names" (Federal Act of 14 June 1881 on the Code of Obligations, Art. 552–715 and 720–880) are repealed.[AS 5 635, 11 490; BS 2 784 Art. 103 para. 1. BS 2 3 Final Title Art. 60 para. 2]M.  Commencement of this ActArt. 19 This Act comes into force on 1 July 1937. Excepted from the foregoing is the Section on the community of bond creditors (Art. 1157–1182), the commencement date for which will be determined by the Federal Council. The Federal Council is responsible for the implementation of this Act.This section was brought into force in the version contained in the Federal Act of 1 April 1949. For the original version of the text, see AS 53 185.Final Provisions to Title XXVIInserted by No III of the FA of 4 Oct. 1991, in force since 1 July 1992  (AS 1992 733; BBl 1983 II 745).A.  Final Title of the Civil CodeArt. 1The Final Title of the Civil Code applies to this Act.SR 210B.  Amendment in accordance with the new lawI.  In generalArt. 2 Companies limited by shares and partnerships limited by shares that are entered in the commercial register when this Act comes into force, but which do not comply with the new statutory provisions, must amend their articles of association to the new provisions within five years. Companies which, despite being publicly required to do so through repeated notice in the Swiss Official Gazette of Commerce and in the cantonal official gazettes, do not within five years amend the provisions of their articles of association governing minimum capital, the minimum contribution and the participation and dividend rights certificates, will be dissolved by the court at the request of the commercial registrar. They may allow an additional period of a maximum of six months. Companies that were founded before 1 January 1985 are exempted from the amendment of the provision of their articles of association on minimum capital. Companies whose participation capital on 1 January 1985 was more than twice the share capital are exempted from having to amend the statutory limit. Other provisions of the articles of association that are incompatible with the new law remain in force until they are amended, but for five years at the most.II.  Individual provisions1.  Participation and dividend rights certificatesArt. 3 Articles 656a, 656b paragraphs 2 and 3, 656c and 656d as well as 656g apply to companies existing when this Act comes into force, including in cases where the articles of association or conditions of issue are contrary to the said articles. They apply to securities that are designated participation certificates or dividend rights certificates, have a nominal value and are recorded as liabilities on the balance sheet. The companies must include the conditions of issue for the securities mentioned in paragraph 1, adapted to Article 656f in the articles of association within five years, arrange for the required entries to be made in the commercial register and provide securities that are in circulation and not designated as participation certificates with that designation. For securities other than those mentioned in paragraph 1 the new provisions governing the dividend rights certificates apply even if they are designated as participation certificates. Within five years, they must be designated in accordance with the new law and may no longer bear a nominal value. The articles of association must be amended accordingly. The right to convert them into participation certificates is reserved.2.  Refusal to accept registered shareholdersArt. 4Further to Article 685d paragraph 1, the company may, on the basis of a provision of the articles of association, refuse to accept persons as acquirers of registered shares listed on the stock market, provided and for as long as their acceptance could prevent the company from providing evidence of the composition of the shareholder groups as required by federal legislation.3.  Shares with preferential right to voteArt. 5Companies that retain shares with preferential right to vote with a nominal value of under ten francs, in application of Article 10 of the Final and Transitional provisions of the Federal Act of 18 December 1936 on the Revision of Titles 24–33 of the Code of Obligations, as well as companies, where the nominal value the larger shares is more than ten times the nominal value of the smaller shares are not required to amend their articles of association in accordance with Article 693 paragraph 2 second sentence. However, they are not permitted to issue any new shares whose nominal value is more than ten times that of the smaller shares or less than ten per cent of the nominal value of the larger shares.See above.4.  Qualified majoritiesArt. 6Where a company has adopted provisions in its articles of association governing qualified majorities for certain resolutions by simply reproducing provisions of the previous law, it may within one year of this Act coming into force resolve to amend such provisions in accordance by an absolute majority of the right to vote represented.C.  Amendment of federal legislationArt. 7... The amendments may be consulted under AS 1992 733.D.  ReferendumArt. 8This Act is subject to an optional referendum.E.  CommencementArt. 9The Federal Council shall determine the commencement date.Final Provisions to the Second Section of Title XXXIVInserted by No II of the FA of 1. April 1949, in force since 1 Jan. 1950  (AS 1949 I 791; BBl 1947 III 869).1. ...2. ...3. The resolutions of the community of creditors passed under the previous law remain valid under the new law.For resolutions passed after this Act comes into force, the provisions of the new law apply.However, if a borrower has already been granted facilitations under the previous law by resolutions of the community of creditors that are equivalent or correspond to those provided for in Article 1170, appropriate account must be taken thereof in the application of this provision.In all other respects, the Final and Transitional Provisions of the Federal Act of 18 December 1936 on the Revision of Titles XXIV–XXXIII of the Code of Obligations apply.4. On commencement of this Act, contradictory provisions, and in particular the Ordinance of the Federal Council of 20 February 1918on the Community of Bond Creditors, are repealed.5. The Federal Council shall determine the commencement date of this Act. The amendments may be consulted under AS 1949 I 791. The amendments may be consulted under AS 1949 I 791.[AS 34 231; 35 297; 36 623, 893]

input-rm220Rumantsch è ina lingua naziunala, ma ina lingua parzialmain uffiziala da la Confederaziun, numnadamain en la correspundenza cun persunas da lingua rumantscha. La translaziun d’in decret federal serva a l’infurmaziun, n’ha dentant nagina validitad legala.Lescha federaladavart la cumplettaziun dal Cudesch civil svizzer(Tschintgavla part: Dretg d’obligaziuns)dals 30 da mars 1911 (versiun dal 1. da schaner 2024)L’Assamblea federala da la Confederaziun svizra,suenter avair gì invista da las missivas dal Cussegl federal dals 3 da mars 1905 e dal 1. da zercladur 1909,concluda:BBl 1905 II 1, 1909 III 725, 1911 I 845Emprima partiziun:  Disposiziuns generalasEmprim titel:  L’origin da las obligaziunsEmprim chapitel:  Obligaziuns che resultan tras contractA.  Conclusiun dal contractI.  Voluntad concordanta e vicendaivla1.  En generalArt. 1 Per far in contract èsi necessari che las partidas exprimian lur voluntad concordanta e vicendaivla. Ella po vegnir manifestada expressivamain u taciturnamain.2.  Concernent puncts secundarsArt. 2 Sche las partidas èn s’unidas davart tut ils puncts essenzials, vegni supponì che la resalva da puncts secundars na duaja betg impedir ch’il contract saja liant. Sch’i n’è betg pussaivel da cuntanscher ina cunvegna concernent ils puncts secundars resalvads, ha il derschader da decider davart quels tenor la natira da la fatschenta. Resalvadas restan las disposiziuns davart la furma dals contracts.II.  Offerta ed acceptaziun1.  Offerta cun termin per l’acceptaziunArt. 3 Tgi che fa ad in’autra persuna in’offerta per far in contract e fixescha in termin per l’acceptar, resta lià vi da questa offerta, fin ch’il termin è scadì. El è puspè liber d’agir, sch’il termin è scadì senza ch’el haja survegnì ina decleraziun che l’offerta vegnia acceptada.2.  Offerta senza termin per l’acceptaziuna.  Tranter persunas preschentasArt. 4 Sche l’offerta vegn fatga ad ina persuna preschenta senza fixar in termin e sche questa offerta na vegn betg acceptada immediatamain da questa persuna, n’è l’offerent betg lià pli ditg. Sche las persunas contrahentas u sche lur persunas autorisadas sa servan persunalmain dal telefon, vala il contract sco contract ch’è vegnì fatg tranter persunas preschentas.b.  Tranter persunas absentasArt. 5 Sche l’offerta vegn fatga ad ina persuna absenta senza fixar in termin, resta l’offerent lià fin al mument ch’el dastga spetgar l’arrivada da la resposta ch’è vegnida spedida a temp e confurm a l’urden. En quest connex dastga el premetter che sia offerta saja arrivada a temp. Sche la decleraziun d’acceptaziun, ch’è vegnida spedida a temp, arriva tar l’offerent pir suenter quest termin, è el, sch’el na vul betg esser lià, obligà d’annunziar quai senza retard al speditur da la decleraziun.3.  Acceptaziun taciturnaArt. 6Sch’i na po betg vegnir spetgada in’acceptaziun expressiva pervia da la natira da la fatschenta u pervia da las circumstanzas, vala il contract sco fatg, sche l’offerta na vegn betg refusada entaifer in termin adequat.3a.  Furniziun da chaussas betg empustadasArt. 6a La furniziun d’ina chaussa betg empustada n’è betg in’offerta. Il retschavider n’è betg obligà da trametter enavos la chaussa u da la tegnair en salv. Sch’ina chaussa betg empustada è vegnida furnida evidentamain per sbagl, sto il retschavider infurmar il speditur.Integrà tras la cifra I da la LF dals 5 d’oct. 1990, en vigur dapi il 1. da fan. 1991 (AS 1991 846; BBl 1986 II 354).4.  Offerta betg lianta, offerta publica, exposiziunArt. 7 L’offerent na vegn betg lià, sch’el agiunta a l’offerta ina decleraziun, cun la quala i vegn refusada la responsabladad, u sch’ina tala resalva resulta tras la natira da la fatschenta u tras las circumstanzas. La spediziun da tariffas, da glistas da pretschs e da chaussas sumegliantas n’è da princip betg in’offerta. Percunter vala l’exposiziun da rauba cun indicaziun dal pretsch per regla sco in’offerta.5.  Offerta publica e concurrenzasArt. 8 Tgi che offrescha ina recumpensa per ina prestaziun, saja quai cun in’offerta publica u cun ina concurrenza, sto pajar tala sco empermess. Sch’el retira l’offerta avant che la prestaziun è vegnida furnida, ha el da prestar a quellas persunas che han fatg – pervia da l’offerta publica – expensas en buna fai ina indemnisaziun fin a maximalmain l’import da la recumpensa empermessa, nun ch’el possia cumprovar ch’ellas na fissan betg stadas en cas da furnir la prestaziun.6.  Revocaziun da l’offerta e da l’acceptaziunArt. 9 L’offerta vegn considerada sco sch’ella na fiss betg vegnida fatga, sche la retratga da tala arriva tar il destinatur avant u cun l’offerta u sche la retratga arriva posteriuramain tar il destinatur e vegn enconuschenta a tal, avant che quel haja prendì enconuschientscha da l’offerta. Il medem vala per la revocaziun da l’acceptaziun.III.  Cumenzament da l’effect d’in contract fatg tranter persunas absentasArt. 10 Sch’in contract è vegnì fatg tranter persunas absentas, cumenzan ses effects il mument che la decleraziun da l’acceptaziun è vegnida spedida. Sch’ina acceptaziun expressiva n’è betg necessaria, cumenzan ils effects dal contract cun la retschavida da l’offerta.B.  Furma dals contractsI.  Premissa ed impurtanza en generalArt. 11 Contracts na dovran betg ina furma speziala per esser valaivels, nun che la lescha prescrivia ina tala. Sch’i n’è betg disponì insatge auter davart l’impurtanza e davart l’effect d’ina furma che vegn prescritta da la lescha, vala il contract mo, sche questa furma vegn observada.II.  Furma scritta1.  Furma prescritta da la leschaa.  ImpurtanzaArt. 12Sche la lescha prescriva la furma scritta per in contract, vala questa prescripziun er per mintga midada dal contract, cun excepziun da disposiziuns cumplementaras ed accessoricas che na stattan betg en cuntradicziun cun il document.b.  PremissasArt. 13 In contract, per il qual la lescha prescriva la furma scritta, sto esser suttascrit da tut las persunas che duain vegnir obligadas tras il contract. ... Abolì tras la cifra 2 da l’agiunta da la LF dals 19 da dec. 2003 davart la signatura electronica, cun effect dapi il 1. da schan. 2005 (AS 2004 5085; BBl 2001 5679).c.  SuttascripziunArt. 14 La suttascripziun sto esser scritta cun agen maun. Ina reproducziun mecanica da l’atgna suttascripziun vegn renconuschida sco suffizienta mo là, nua ch’il diever d’ina tala è usità, en spezial sch’i sa tracta da suttascripziuns sin vaglias che vegnan emessas en grond dumber. Il medem status giuridic sco l’atgna suttascripziun ha la signatura electronica qualifitgada cun in bul da temp qualifitgà tenor la Lescha federala dals 18 da mars 2016 davart la signatura electronica. Resalvadas restan regulaziuns legalas u contractualas che divergeschan da quai. Per persunas tschorvas è la suttascripziun mo alura lianta, sch’ella è vegnida legalisada u sch’i vegn cumprovà ch’ellas han gì enconuschientscha dal cuntegn dal document il mument ch’ellas han suttascrit quel. SR 943.03 Integrà tras la cifra 2 da l’agiunta da la LF dals 19 da dec. 2003 davart la signatura electronica (AS 2004 5085; BBl 2001 5679). Versiun tenor la cifra II 4 da l’agiunta da la LF dals 18 da mars 2016 davart la signatura electronica, en vigur dapi il 1. da schan. 2017 (AS 2016 4651; BBl 2014 1001).d.  Remplazzament da la suttascripziunArt. 15Sch’ina persuna na po betg suttascriver, èsi permess – cun resalva da las disposiziuns davart la cambiala – da remplazzar la suttascripziun cun in segn da maun legalisà u cun ina documentaziun publica.2.  Furma resalvada en il contractArt. 16 Sch’igl è vegnida resalvada ina furma speziala per in contract che n’è – tenor la lescha – betg lià vi d’ina furma, vegni supponì che las partidas na veglian betg esser obligadas avant che questa furma saja ademplida. Sch’i sa tracta d’ina furma scritta senza indicaziuns pli precisas, valan las pretensiuns per la furma scritta ch’èn fixadas en la lescha.C.  Motiv da l’obligaziunArt. 17La renconuschientscha d’in debit è valaivla, er sch’i na vegn betg inditgà in motiv da l’obligaziun.D.  Interpretaziun dals contracts, simulaziunArt. 18 Per giuditgar in contract tant tenor la furma sco er tenor il cuntegn sto vegnir resguardada la voluntad reala e concordanta da las partidas e betg la denominaziun u l’expressiun incorrecta che vegn duvrada da las partidas per sbagl u cun l’intenziun da zuppentar la vaira natira dal contract. Il debitur na po betg far l’objecziun da la simulaziun cunter terzas persunas che han acquistà la pretensiun, sa fidond d’ina renconuschientscha en scrit dal debit.E.  Cuntegn dal contractI.  Determinaziun dal cuntegnArt. 19 Il cuntegn dal contract po vegnir fixà libramain entaifer ils limits da la lescha. Cunvegnas che divergeschan da las prescripziuns legalas èn mo admessas, nua che la lescha na fixescha betg prescripziuns nunmidablas e sche la divergenza na cuntrafa betg a l’urden public, a la buna morala u a la persunalitad giuridica.II.  NunvalaivladadArt. 20 In contract è nunvalaivel, sch’el ha in cuntegn ch’è nunpussaivel u illegal u sch’el cuntrafa a la buna morala. Sche la mancanza pertutga mo singulas parts dal contract, èn mo quellas nunvalaivlas, nun ch’ins possia supponer ch’il contract na fiss insumma betg vegnì fatg senza la part nunvalaivla.III.  UsuraArt. 21 En cas d’ina disproporziun evidenta tranter la prestaziun e la cuntraprestaziun en in contract ch’è vegnì fatg d’ina partida per explotar ina situaziun d’urgenza, la mancanza d’experientscha u il levsenn da l’autra partida, po la partida violada declerar entaifer 1 onn ch’ella na sa tegnia betg vi dal contract e pretender enavos quai ch’è gia vegnì prestà. Il termin dad 1 onn cumenza cun la conclusiun dal contract.IV.  Contract preliminarArt. 22 Cun in contract po vegnir fixada l’obligaziun da far in contract futur. Nua che la lescha prescriva – per proteger las persunas contrahentas – ina tscherta furma per ch’il contract futur saja valaivel, vala quella furma er per il contract preliminar.F.  Mancanzas dal contractI.  Errur1.  EffectArt. 23Sch’ina persuna è stada en in’errur essenziala il mument ch’il contract è vegnì fatg, n’è quel betg liant per questa persuna.2.  Cas d’errurArt. 24 L’errur è essenziala en spezial en ils suandants cas:1. sche la partida en errur ha vulì far in auter contract che quel, per il qual ella ha dà ses consentiment;2. sche la voluntad da la partida en errur è stada drizzada sin in’autra chaussa u – sch’il contract è vegnì fatg cun resguard sin ina tscherta persuna – sin in’autra persuna che quella ch’ella ha declerà;3. sche la partida en errur ha empermess ina prestaziun ch’è considerablamain pli gronda u sch’ella è sa laschada empermetter ina cuntraprestaziun ch’è considerablamain pli pitschna che quella ch’ella ha vulì en realitad;4. sche l’errur ha pertutgà in tschert fatg ch’è vegnì considerà da la partida en errur da buna fai sco basa necessaria dal contract en las relaziuns commerzialas. L’errur n’è betg essenziala, sch’ella sa referescha mo al motiv per far il contract. Sbagls simpels da calculaziun na fan betg ch’il contract è nunvalaivel. Els ston dentant vegnir curregids.3.  Errur che vegn fatga valair cunter la buna faiArt. 25 I n’è betg admess da sa referir ad in’errur, sche quai cuntrafa a la buna fai. En spezial sto la partida en errur laschar valair il contract uschia sco ch’ella ha chapì quel, uschespert che l’autra partida va d’accord cun quai.4.  Errur per negligientschaArt. 26 Sche la partida en errur, che na lascha betg valair il contract cunter sai, ha d’attribuir sia errur a sia atgna negligientscha, è ella obligada d’indemnisar il donn che resulta tras l’annullaziun dal contract, nun che l’autra partida haja enconuschì u avess stuì enconuscher l’errur. Il derschader po conceder ina indemnisaziun supplementara, sche quai è giustifitgà.5.  Transmissiun incorrectaArt. 27Sche l’offerta u sche l’acceptaziun è vegnida transmessa incorrectamain tras in currier u en autra moda tar la conclusiun dal contract, vegnan applitgadas correspundentamain las prescripziuns davart l’errur.II.  Engion intenziunàArt. 28 Sch’ina persuna contrahenta è vegnida surmanada da far in contract tras in engion intenziunà da l’autra persuna, n’è il contract betg liant per ella, e quai er, sche l’engion chaschunà n’è betg stà in engion essenzial. L’engion intenziunà ch’è vegnì fatg da terzas persunas impedescha ch’il contract saja liant per la persuna engianada mo, sche l’autra persuna ha enconuschì u avess stuì enconuscher l’engion il mument ch’il contract è vegnì fatg.III.  Chaschunar tema1.  Conclusiun dal contractArt. 29 Sch’ina persuna contrahenta ha fatg in contract sut l’influenza da tema ch’è vegnida chaschunada illegalmain tras l’autra partida u tras terzas persunas, n’è quest contract betg liant per la persuna smanatschada. Sche la smanatscha è vegnida fatga da terzas persunas, sto la persuna smanatschada che na vul betg ademplir il contract pajar ina indemnisaziun a l’autra persuna, nua che quai è giustifitgà, sche quella n’ha ni enconuschì ni avess stuì enconuscher la smanatscha.2.  Tema motivadaArt. 30 La tema è motivada per la persuna smanatschada, sche quella sto supponer tenor las circumstanzas ch’ella u ch’ina persuna che stat datiers ad ella saja smanatschada cun in privel imminent e grond per il corp e per la vita, per l’onur u per la facultad. La tema ch’è vegnida chaschunada per far valair in dretg vegn resguardada mo, sche la situaziun d’urgenza da la persuna smanatschada è vegnida duvrada per la sfurzar da conceder avantatgs smesirads.IV.  Aboliziun da las mancanzas tras l’approvaziun dal contractArt. 31 Sche la partida contrahenta ch’è vegnida influenzada tras errur, tras engion u tras tema na communitgescha betg entaifer 1 onn a l’autra partida contrahenta ch’ella n’adempleschia betg il contract, u sch’ella na pretenda betg enavos ina prestaziun ch’è gia vegnida furnida, vala il contract sco approvà. En cas d’errur ed en cas d’engion cumenza il termin il mument che l’errur e che l’engion èn vegnids scuvrids, en ils cas da tema il mument ch’igl è vegnì mess ina fin a questa tema. Sch’in contract che n’è betg liant pervia d’engion u pervia da tema, vegn approvà, n’excluda quai betg senza auter il dretg da survegnir ina indemnisaziun.G.  RepreschentanzaI.  Cun autorisaziun1.  En generala.  Effect da la represchentanzaArt. 32 Sch’ina persuna ch’è autorisada da represchentar in’autra persuna fa in contract en num da tala, survegn la persuna represchentada ils dretgs e las obligaziuns e betg la persuna represchentanta. Sche la persuna represchentanta n’ha betg dà da s’enconuscher sco tala, cur ch’il contract è vegnì fatg, survegn la persuna represchentada mo alura directamain ils dretgs e las obligaziuns, sche l’autra partida contrahenta ha stuì concluder da las circumstanzas ch’i sa tractia d’ina relaziun da represchentanza u sch’igl era ad ella tuttina, cun tge persuna ch’ella fetschia il contract. Sche quai n’è betg il cas, dovri ina cessiun da la pretensiun u ina surpigliada dal debit tenor ils princips che valan per quai.b.  Dimensiun da l’autorisaziunArt. 33 Uschenavant che l’autorisaziun da far acts giuridics en num d’ina autra persuna resulta tras relaziuns dal dretg public, sto ella vegnir giuditgada tenor las prescripziuns dal dretg public da la Confederaziun e dals chantuns. Sche questa autorisaziun vegn concedida tras in act giuridic, vegn sia dimensiun giuditgada tenor il cuntegn da quest act giuridic. Sche la persuna che dat il plainpudair communitgescha il plainpudair a terzas persunas, sa giuditgescha sia dimensiun vers questas terzas persunas a norma da la communicaziun ch’è vegnida fatga.2.  Sin basa d’in act giuridica.  Limitaziun e revocaziunArt. 34 In’autorisaziun ch’è vegnida concedida tras in act giuridic po vegnir limitada u revocada da tut temp da la persuna che ha dà il plainpudair, e quai senza pregiuditgar ils dretgs che pon resultar tras in’autra relaziun da dretg ch’exista tranter las partidas participadas, sco in contract individual da lavur, in contract social u ina incumbensa. Sche la persuna che dat il plainpudair declera gia ordavant da renunziar a quest dretg, n’è quai betg valaivel. Sche la persuna represchentada ha rendì explicitamain u effectivamain enconuschent il plainpudair, po ella far valair sia revocaziun cumpletta u parziala vers terzas persunas da buna fai mo, sch’ella las ha er communitgà questa revocaziun.Versiun tenor la cifra II art. 1 cifra 1 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).b.  Influenza da la mort, da l’inabilitad d’agir e.u.v.Art. 35 Sch’i n’è betg fixà il cuntrari u sche quai na resulta betg tras la natira da l’act giuridic, extingua l’autorisaziun, ch’è vegnida concedida tras in act giuridic, cun la perdita da l’abilitad d’agir correspundenta, cun il concurs, cun la mort u cun la decleraziun da spariziun da la persuna che dat il plainpudair u da la persuna che ha survegnì il plainpudair. Il medem effect ha la schliaziun d’ina persuna giuridica u d’ina societad ch’è inscritta en il register da commerzi. Las pretensiuns persunalas vicendaivlas na vegnan betg pertutgadas da quai. Versiun tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001).c.  Restituziun dal document da plainpudairArt. 36 Sche la persuna che ha survegnì in plainpudair ha retschavì in document da plainpudair, è ella obligada da restituir quest document u d’al depositar tar la dretgira, suenter ch’il plainpudair è extinguì. Sche quai na vegn betg pretendì da la persuna che dat il plainpudair u da ses successurs legals, èn quels responsabels per ils donns ch’èn resultads a terzas persunas da buna fai.d.  Mument, a partir dal qual l’extincziun dal plainpudair s’effectueschaArt. 37 Uschè ditg che la persuna che ha survegnì in plainpudair n’ha nagina enconuschientscha da l’extincziun dal plainpudair, autoriseschan ed obligheschan ses acts la persuna che dat il plainpudair u ses successur legal, sco sch’il plainpudair existiss anc adina. Exceptads da quai èn ils cas, en ils quals las terzas persunas avevan enconuschientscha da l’extincziun dal plainpudair.II.  Senza autorisaziun1.  ApprovaziunArt. 38 Sch’ina persuna ha fatg in contract sco represchentanta, e quai senza esser autorisada da far quai, daventa la persuna represchentada mo alura creditura u debitura, sch’ella accepta il contract. L’autra persuna ha il dretg da pretender da la persuna represchentada ina decleraziun davart l’approvaziun entaifer in termin adequat e n’è betg pli liada, sche la persuna represchentada na declera betg entaifer quest termin ch’ella acceptia il contract.2.  Refusa da l’approvaziunArt. 39 Sche l’approvaziun vegn refusada expressivamain u taciturnamain, po quella persuna che ha agì sco represchentanta vegnir obligada d’indemnisar il donn ch’è resultà tras l’annullaziun dal contract, nun ch’ella possia cumprovar che l’autra partida haja enconuschì u avess stuì enconuscher la mancanza dal plainpudair. Sche la persuna represchentanta è la culpa, po il derschader conceder ina indemnisaziun supplementara, sche quai è giustifitgà. En tut ils cas resta resalvada la pretensiun pervia d’enritgiment nungiustifitgà.III.  Resalva da prescripziuns spezialasArt. 40En quai che concerna il plainpudair da represchentants sco er d’organs da societads, da procurists sco er da mandataris restan resalvadas las prescripziuns spezialas.H.  Revocaziun en cas da fatschentas al domicil ed en cas da contracts sumegliantsI.  Champ d’applicaziunArt. 40a Las suandantas disposiziuns èn applitgablas per contracts davart chaussas moviblas e davart prestaziuns da servetsch ch’èn destinadas per il diever persunal u famigliar dal client, sche:a. l’offerent da la rauba u da las prestaziuns da servetsch ha agì en il rom d’ina activitad professiunala u commerziala; eb. la prestaziun dal client surpassa 100 francs. Las disposiziuns na valan betg per acts giuridics che vegnan concludids tras instituts da finanzas e tras bancas en il rom da contracts da servetschs finanziars existents tenor la Lescha federala dals 15 da zercladur 2018 davart ils servetschs finanziars. Per ils contracts d’assicuranza valan las disposiziuns da la Lescha dals 2 d’avrigl 1908 davart il contract d’assicuranza. Sche la capacitad da cumpra dals daners sa mida en moda essenziala, adatta il Cussegl federal correspundentamain l’import che vegn numnà en l’alinea 1 litera b.Integrà tras la cifra I da la LF dals 5 d’oct. 1990, en vigur dapi il 1. da fan. 1991 (AS 1991 846; BBl 1986 II 354). SR 950.1 Versiun tenor la cifra II da la LF dals 19 da zer. 2020, en vigur dapi il 1. da schan. 2022 (AS 2020 4969; BBl 2017 5089). SR 221.229.1 Integrà tras la cifra II da la LF dals 19 da zer. 2020, en vigur dapi il 1. da schan. 2022 (AS 2020 4969; BBl 2017 5089).II.  PrincipArt. 40bIl client po revocar sia proposta da far in contract u sia decleraziun d’acceptaziun, sche l’offerta è vegnida fatga:a. a sia plazza da lavur, en locals d’abitar u en lur conturns directs;b. en meds da transport publics u sin vias e plazzas publicas;c. tar in’occurrenza da reclama ch’era colliada cun in’excursiun u cun in arranschament sumegliant;d. al telefon u sur meds cumparegliabels da la telecommunicaziun simultana a bucca.Integrà tras la cifra I da la LF dals 5 d’oct. 1990, en vigur dapi il 1. da fan. 1991 (AS 1991 846; BBl 1986 II 354).Versiun tenor la cifra I da la LF dals 18 da zer. 1993, en vigur dapi il 1. da schan. 1994 (AS 1993 3120; BBl 1993 I 805).Integrà tras la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).III.  ExcepziunsArt. 40cIl client n’ha nagin dretg da revocaziun, sch’el:a. ha giavischà explicitamain las tractativas contractualas;b. ha dà sia decleraziun sin in stan da fiera u d’exposiziun.Integrà tras la cifra I da la LF dals 5 d’oct. 1990 (AS 1991 846; BBl 1986 II 354). Versiun tenor la cifra I da la LF dals 18 da zer. 1993, en vigur dapi il 1. da schan. 1994 (AS 1993 3120; BBl 1993 I 805).IV.  Obligaziun da l’offerent d’infurmar il clientArt. 40d L’offerent sto infurmar il client en scrit u en in’autra furma che permetta ina cumprova tras text, davart il dretg da revocaziun sco er davart la furma e davart il termin da la revocaziun e sto communitgar ad el sia adressa. Questas indicaziuns ston esser datadas e ston pussibilitar l’identificaziun dal contract. Ellas ston vegnir transmessas al client uschia, ch’el las enconuscha, cur ch’el propona u accepta il contract.Integrà tras la cifra I da la LF dals 5 d’oct. 1990 (AS 1991 846; BBl 1986 II 354). Versiun tenor la cifra I da la LF dals 18 da zer. 1993, en vigur dapi il 1. da schan. 1994 (AS 1993 3120; BBl 1993 I 805).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).V.  Revocaziun1.  Furma e terminArt. 40e La revocaziun n’è suttamessa a nagina furma. La cumprova che la revocaziun haja gì lieu entaifer il termin, è chaussa dal client. Il termin da revocaziun importa 14 dis e cumenza, uschespert ch’il client:a. ha proponì u acceptà il contract; eb. ha survegnì enconuschientscha da las indicaziuns tenor l’artitgel 40d. La cumprova dal termin, ch’il client ha survegnì enconuschientscha da las indicaziuns tenor l’artitgel 40d, è chaussa da l’offerent. Il termin è observà, sch’il client communitgescha sia revocaziun a l’offerent u surdat sia decleranza da revocaziun a la posta l’ultim di dal termin da revocaziun.Integrà tras la cifra I da la LF dals 5 d’oct. 1990 (AS 1991 846; BBl 1986 II 354). Versiun tenor la cifra I da la LF dals 18 da zer. 1993, en vigur dapi il 1. da schan. 1994 (AS 1993 3120; BBl 1993 I 805).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).2.  ConsequenzasArt. 40f Sch’il client ha revocà, ston las partidas restituir las prestaziuns ch’ellas han gia retschavì. Sch’il client ha gia duvrà la chaussa, debitescha el a l’offerent in tschains da locaziun adequat. Sche l’offerent ha prestà in servetsch, sto il client indemnisar ad el las expensas tenor las disposiziuns davart il mandat (art. 402). Il client na debitescha naginas autras indemnisaziuns a l’offerent.Integrà tras la cifra I da la LF dals 5 d’oct. 1990, en vigur dapi il 1. da fan. 1991 (AS 1991 846; BBl 1986 II 354).Art. 40gIntegrà tras la cifra I da la LF dals 5 d’oct. 1990 (AS 1991 846; BBl 1986 II 354). Abolì tras la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, cun effect dapi il 1. da schan. 2001 (AS 2000 2355, BBl 1999 III 2829).Segund chapitel:  Obligaziuns che resultan tras acts illegalsA.  Responsabladad en generalI.  Premissas da la responsabladadArt. 41 Tgi che fa donn ad in’autra persuna illegalmain, saja quai cun intenziun u per negligientscha, è obligà d’indemnisar quest donn. Er tgi che chaschuna intenziunadamain donn ad in’autra persuna en ina moda che cuntrafa a la buna morala, è obligà d’indemnisar quest donn.II.  Fixaziun dal donnArt. 42 Tgi che pretenda l’indemnisaziun d’in donn, sto cumprovar quel. Il donn che na po betg vegnir inditgà en cifras ha il derschader da giuditgar tenor ses appreziar, resguardond il curs ordinari da las chaussas e las mesiras che la persuna donnegiada ha prendì. En cas dad animals che vegnan tegnids en il sectur chasan e che na vegnan betg tegnids per intents da facultad u per intents da gudogn pon ils custs da guariziun vegnir fatgs valair sco adequats per in donn, er sch’els surpassan la valur da l’animal. Integrà tras la cifra II da la LF dals 4 d’oct. 2002 (artitgel da princip concernent animals), en vigur dapi il 1. d’avr. 2003 (AS 2003 463; BBl 2002 4164 5806).III.  Fixaziun da l’indemnisaziunArt. 43 Il gener e la dimensiun da l’indemnisaziun per il donn chaschunà vegnan fixads dal derschader, e quai resguardond tant las circumstanzas sco er la grevezza da la culpa. Sch’in animal che vegn tegnì en il sectur chasan e che na vegn betg tegnì per intents da facultad u per intents da gudogn vegn blessà u mazzà, po il derschader tegnair adequatamain quint da la valur affectiva che quest animal ha gì per ses possessur u per ils confamigliars da tal. Sche l’indemnisaziun vegn fixada en furma d’ina renta, vegn il debitur obligà il medem mument da prestar ina garanzia. Integrà tras la cifra II da la LF dals 4 d’oct. 2002 (artitgel da princip concernent animals), en vigur dapi il 1. d’avr. 2003 (AS 2003 463; BBl 2002 4164 5806).IV.  Motivs da reducziunArt. 44 Sche la persuna donnegiada ha dà ses consentiment a l’act donnegiant u sche circumstanzas, per las qualas ella è responsabla, han contribuì a crear u a pegiurar il donn u sche quellas circumstanzas han engrevgià en autra moda la posiziun da la persuna che sto pajar l’indemnisaziun, po il derschader reducir l’obligaziun da prestar indemnisaziuns u deliberar la persuna che sto pajar l’indemnisaziun dal tuttafatg da talas. Sch’ina persuna che sto pajar l’indemnisaziun e che n’ha chaschunà il donn ni intenziunadamain ni per greva negligientscha vegniss en ina situaziun d’urgenza, perquai ch’ella sto prestar ina indemnisaziun, po il derschader reducir l’obligaziun da prestar indemnisaziuns er per quest motiv.V.  Cas spezials1.  Mazzament e blessura corporalaa.  Indemnisaziun en cas da mazzamentArt. 45 Sch’in uman vegn mazzà, ston ils custs che vegnan chaschunads tras quai, en spezial ils custs da la sepultura, vegnir indemnisads. Sche la mort n’è betg entrada immediatamain, ston oravant tut er vegnir indemnisads ils custs che resultan tras l’emprova da guarir sco er tras ils dischavantatgs pervia da l’incapacitad da lavurar. Sche autras persunas han pers lur provedider pervia dal mazzament, sto er quest donn vegnir indemnisà.b.  Indemnisaziun en cas da blessura corporalaArt. 46 En cas da blessura corporala ha la persuna blessada il dretg ch’ils custs sco er ch’ils dischavantatgs pervia da l’incapacitad cumpletta u parziala da lavurar vegnian indemnisads, e quai resguardond l’engrevgiament dal progress economic. Sche las consequenzas da la blessura na pon betg vegnir constatadas cun ina segirezza suffizienta il mument che la sentenzia vegn pronunziada, po il derschader resalvar per fin 2 onns – a partir dal di da la sentenzia – che la sentenzia vegnia midada.c.  SatisfacziunArt. 47Sch’in uman vegn mazzà e sch’el subescha blessuras corporalas, po il derschader – considerond las circumstanzas spezialas – attribuir a la persuna blessada u als confamigliars da la persuna mazzada ina summa da daners adequata sco satisfacziun.2.  ...Art. 48Abolì tras l’art. 21 al. 1 da la LF dals 30 da sett. 1943 davart la concurrenza illoiala, cun effect dapi il1. da mars 1945 (BS 2 95).3.  Violaziun da la persunalitadArt. 49 Tgi che vegn violà illegalmain en sia persunalitad, ha il dretg da survegnir ina summa da daners sco satisfacziun, sche la grevezza da la violaziun giustifitgescha quai e sche tala n’è betg vegnida fatga buna en autra moda. Empè u ultra da questa prestaziun po il derschader er fixar in’autra moda da satisfacziun.Versiun tenor la cifra II 1 da la LF dals 16 da dec. 1983, en vigur dapi il 1. da fan. 1985 (AS 1984 778; BBl 1982 II 636).VI.  Responsabladad da pliras persunas1.  En cas d’acts illegalsArt. 50 Sche pliras persunas han chaschunà communablamain il donn, saja quai sco instigaders, sco auturs u sco cumplizis, èn ellas responsablas en moda solidarica vers la persuna donnegiada. Sche ed en tge dimensiun che las persunas participadas pon prender regress ina cunter l’autra, vegn fixà dal derschader tenor ses appreziar. Il cumplizi è responsabla per l’indemnisaziun mo alura e mo uschenavant ch’el ha survegnì ina part dal gudogn u ha chaschunà in donn cun sia participaziun.2.  En cas da differents motivs giuridicsArt. 51 Sche pliras persunas èn responsablas per il medem donn vers ina persuna donnegiada per differents motivs giuridics, saja quai pervia d’ina act scumandà, pervia d’in contract u pervia d’ina prescripziun da lescha, vegn applitgada correspundentamain cunter ellas la disposiziun davart il regress tranter persunas che han chaschunà communablamain il donn. En quest connex vegn il donn purtà en emprima lingia da quella persuna che l’ha chaschunà tras in act illegal, ed en ultima lingia da quella persuna ch’è responsabla – senza atgna culpa e senza in’obligaziun contractuala – tenor la prescripziun da lescha.VII.  Responsabladad en cas da defensiun legitima, en cas d’urgenza ed en cas d’agid a sasezArt. 52 Tgi che agescha en defensiun legitima giustifitgada na sto betg indemnisar il donn ch’el chaschuna a la persuna u a la facultad da l’agressur. Tgi che metta maun vi da la facultad estra per deviar da sai u d’ina autra persuna in privel u in donn che smanatscha, sto pajar ina indemnisaziun che vegn fixada dal derschader tenor ses appreziar. Tgi che procura per sia atgna protecziun cun l’intent da segirar in dretg giustifitgà, na sto betg pajar ina indemnisaziun, sche l’agid uffizial n’ha – tenor las circumstanzas dadas – betg pudì vegnir prestà a temp e sch’igl ha pudì vegnir impedì mo cun l’agid a sasez che ses dretg giaja a perder u possia vegnir fatg valair mo cun in engrevgiament essenzial.VIII.  Relaziun cun il dretg penalArt. 53 Sch’in derschader sto giuditgar davart la culpabilitad u davart la nunculpabilitad, davart la capacitad u davart la nuncapacitad da giuditgar, n’è el betg lià vi da las disposiziuns dal dretg penal davart l’abilitad da giuditgar u vi d’ina decleraziun d’innocenza pronunziada da la dretgira penala. Er la sentenzia da la dretgira penala areguard il giudicament da la culpa ed areguard la determinaziun dal donn n’è betg lianta per il derschader civil.B.  Responsabladad da persunas che n’èn betg ablas da giuditgarArt. 54 Il derschader po – per motivs da giustia – condemnar er ina persuna che n’è betg abla da giuditgar e che ha chaschunà in donn, da pajar per part u cumplainamain ina indemnisaziun. Sch’ina persuna ha pers temporarmain sia abilitad da giuditgar e sch’ella ha chaschunà in donn en quest stadi, sto ella pajar ina indemnisaziun per quest donn, nun ch’ella possia cumprovar che quest stadi saja entrà senza sia culpa.C.  Responsabladad dal patrun d’in manaschiArt. 55 Il patrun d’in manaschi è responsabel per il donn che ses lavurants u che autras persunas auxiliaras chaschunan cun exequir lur activitads da servetsch u da fatschenta, nun ch’el possia cumprovar ch’el haja agì cun tut la premura che correspunda a las circumstanzas per evitar in donn da quest gener, u ch’il donn fiss entrà er senza questas mesiras da premura. Il patrun d’in manaschi po prender regress sin quella persuna che ha chaschunà il donn, uschenavant che questa persuna è sezza obligada da pajar l’indemnisaziun.Versiun tenor la cifra II art. 1 cifra 2 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).D.  Responsabladad per animalsI.  Obligaziun da prestar indemnisaziunsArt. 56 Per il donn che vegn chaschunà tras in animal è quella persuna responsabla che tegna quest animal, nun ch’ella possia cumprovar ch’ella haja agì cun tut la premura che correspunda a las circumstanzas per tegnair e per survegliar l’animal, u ch’il donn fiss entrà er senza questas mesiras da premura. Resalvà resta il regress, sche l’animal è vegnì cutizzà d’ina autra persuna u da l’animal d’ina autra persuna. ...Abolì tras l’art. 27 cifra 3 da la L da chatscha dals 20 da zer. 1986 (AS 1988 506, BBl 1983 II 1197).II.  Impegnaziun da l’animalArt. 57 Il possessur d’in bain immobigliar ha il dretg da tschiffar animals che tutgan a terzas persunas e che fan donn sin il bain immobigliar, da tegnair quels en fermanza per segirar sia pretensiun d’indemnisaziun e schizunt d’als mazzar, sche las circumstanzas giustifitgeschan quai. El è dentant obligà d’infurmar immediatamain il proprietari e – sch’el n’enconuscha betg questa persuna – da far tut il necessari per l’eruir.E.  Responsabladad dal proprietari d’ina ovraI.  Obligaziun da prestar indemnisaziunsArt. 58 Il proprietari d’in edifizi u d’ina autra ovra sto indemnisar il donn che quests stabiliments chaschunan pervia da mancanzas da construcziun u pervia d’in mantegniment manglus. Il regress sin autras persunas ch’èn responsablas vers el en questa chaussa resta resalvà.II.  Mesiras da segirezzaArt. 59 Tgi che ha motivs da temair in donn tras in edifizi u tras in’ovra d’ina autra persuna po pretender dal proprietari ch’el prendia las mesiras necessarias per eliminar il privel. Resalvadas restan las ordinaziuns da la polizia per proteger persunas e la proprietad.F.  Responsabladad per clavs criptograficasArt. 59a Il titular d’ina clav criptografica, che vegn duvrada per producir signaturas u sigils electronics, è responsabel per donns che vegnan chaschunads a terzas persunas, perquai che quellas èn sa fidadas d’in certificat reglamentà valaivel emess d’in purschider renconuschì da servetschs da certificaziun en il senn da la Lescha federala dals 18 da mars 2016 davart la signatura electronica. La responsabladad croda, sch’il titular po render vardaivel d’avair prendì las mesiras da segirezza ch’èn stadas necessarias e pretendiblas tenor las circumstanzas per evitar in abus da la clav criptografica. Il Cussegl federal circumscriva las mesiras da segirezza en il senn da l’artitgel 2. Integrà tras la cifra 2 da l’agiunta da la LF dals 19 da dec. 2003 davart la signatura electronica (AS 2004 5085; BBl 2001 5679). Versiun tenor la cifra II 4 da l’agiunta da la LF dals 18 da mars 2016 davart la signatura electronica, en vigur dapi il 1. da schan. 2017 (AS 2016 4651; BBl 2014 1001). SR 943.03G.  Surannaziun Versiun tenor la cifra 2 da l’agiunta da la LF dals 19 da dec. 2003 davart la signatura electronica, en vigur dapi il 1. da schan. 2005 (AS 2004 5085, BBl 2001 5679).Art. 60 Il dretg sin indemnisaziun u sin satisfacziun surannescha suenter 3 onns quintà a partir dal di che la persuna donnegiada è vegnida a savair dal donn e da la persuna che sto pajar l’indemnisaziun u la satisfacziun, en mintga cas dentant suenter 10 onns quintà a partir dal di ch’il cumportament donnegiant ha gì lieu u è vegnì terminà. En cas dal mazzament d’in uman u en cas da blessuras corporalas surannescha il dretg sin indemnisaziun u sin satisfacziun suenter 3 onns quintà a partir dal di che la persuna donnegiada è vegnida a savair dal donn e da la persuna che sto pajar l’indemnisaziun u la satisfacziun, en mintga cas dentant suenter 20 onns quintà a partir dal di ch’il cumportament donnegiant ha gì lieu u è vegnì terminà. Sche la persuna responsabla ha commess in malfatg tras ses cumportament donnegiant, surannescha il dretg sin indemnisaziun u sin satisfacziun – independentamain dals alineas qua survart – il pli baud cun l’entrada da la surannaziun da la persecuziun penala. Sche la surannaziun da la persecuziun penala n’entra betg pli en consequenza d’ina sentenzia penala da l’emprima instanza, surannescha il dretg il pli baud 3 onns suenter la communicaziun da la sentenzia. Sch’igl è vegnida stabilida ina pretensiun che sa basa sin in act illegal vers la persuna donnegiada, po quella persuna refusar d’ademplir questa pretensiun er, sche ses dretg che sa basa sin quest act illegal è surannà. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).H.  Responsabladad da funcziunaris e d’emploiads publics Versiun tenor la cifra 2 da l’agiunta da la LF dals 19 da dec. 2003 davart la signatura electronica, en vigur dapi il 1. da schan. 2005 (AS 2004 5085; BBl 2001 5679).Art. 61 Davart l’obligaziun da funcziunaris u d’emploiads publics d’indemnisar u da dar satisfacziun per il donn ch’els chaschunan cun exequir lur activitads uffizialas, pon la Confederaziun ed ils chantuns fixar – en lur legislaziun – disposiziuns divergentas. Per activitads commerzialas da funcziunaris u d’emploiads publics na pon las disposiziuns da quest chapitel dentant betg vegnir midadas tras leschas chantunalas.Terz chapitel:  Obligaziuns che resultan tras enritgiment nungiustifitgàA.  PremissasI.  En generalArt. 62 Tgi ch’è s’enritgì en moda nungiustifitgada or da la facultad d’ina autra persuna, sto restituir l’enritgiment. Questa obligaziun vala en spezial, sch’ina persuna ha obtegnì ina donaziun senza in motiv valaivel u pervia d’in motiv betg realisà u pervia d’in motiv ch’è crudà davent posteriuramain.II.  Pajament d’in nundebitArt. 63 Tgi che paja voluntarmain in nundebit, po pretender enavos quai ch’el ha pajà mo, sch’el è en cas da cumprovar ch’el saja stà en in’errur davart l’obligaziun da pajar il debit. La pretensiun da restituziun è exclusa, sch’il pajament è vegnì fatg per cuvrir in debit surannà u per ademplir in’obligaziun morala. Resalvada resta la pretensiun da restituir in nundebit pajà tenor il detg da scussiun e da concurs.B.  Dimensiun da la restituziunI.  Obligaziun da la persuna enritgidaArt. 64La restituziun na po betg vegnir pretendida, sche la persuna che ha survegnì il pajament n’è cumprovadamain betg pli enritgida il mument che la restituziun vegn pretendida, nun ch’ella haja dà davent l’enritgiment en mala fai u haja tuttina stuì quintar da stuair restituir il pajament.II.  Dretgs che resultan tras las expensasArt. 65 Il retschavider ha il dretg da survegnir ina indemnisaziun da las expensas necessarias e nizzaivlas, per las ultimas dentant, sch’el n’era betg en buna fai il mument dal retschaviment, mo fin a l’import da la plivalur ch’è anc stà avant maun il mument da la restituziun. Per autras expensas na po el betg pretender ina indemnisaziun, dastga dentant, sch’ina tala na vegn betg offrida ad el, puspè deducir da la chaussa – avant che restituir tala – las expensas ch’el ha fatg, uschenavant che quai sa lascha far senza donnegiar la chaussa sezza.C.  Exclusiun da la restituziunArt. 66Quai ch’è vegnì dà cun ina intenziun illegala u immorala na po betg vegnir pretendì enavos.D.  SurannaziunArt. 67 Il dretg d’enritgiment surannescha 3 onns suenter che la persuna donnegiada ha survegnì enconuschientscha da ses dretg, en mintga cas dentant 10 onns suenter il cumenzament da quest dretg. Sche l’enritgiment consista d’ina pretensiun a la persuna donnegiada, po quella refusar d’ademplir questa pretensiun er, sch’il dretg d’enritgiment è surannà. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).Segund titel:  L’effect da las obligaziunsEmprim chapitel:  L’adempliment da las obligaziunsA.  Princips generalsI.  Prestaziun persunalaArt. 68Il debitur è obligà d’ademplir persunalmain sia obligaziun mo, sch’il creditur vul ch’ella vegnia ademplida dal debitur sez.II.  Object da l’adempliment1.  Pajament parzialArt. 69 Il creditur na sto betg acceptar in pajament parzial, sche l’entir debit è liquid e sch’il termin dal pajament è arrivà. Sch’il creditur vul acceptar in pajament parzial, na po il debitur betg refusar da pajar la part dal debit ch’el ha renconuschì.2.  Prestaziuns indivisiblasArt. 70 Sch’ina prestaziun indivisibla sto vegnir furnida a plirs crediturs, sto il debitur furnir questa prestaziun a tuts communablamain, e mintga creditur po pretender che questa prestaziun vegnia furnida a tuts communablamain. Sch’ina prestaziun indivisibla sto vegnir furnida da plirs debiturs, è mintga debitur obligà da furnir tut la prestaziun. Sch’i na resulta betg insatge auter tras las circumstanzas, po il debitur che ha cuntentà il creditur alura pretender dals auters debiturs ina indemnisaziun adequata, ed ils dretgs dal creditur cuntentà vegnan transferids ad el, sch’el ha insumma il dretg da pretender ina tala indemnisaziun.3.  Determinaziun tenor il generArt. 71 Sche la chaussa debitada è determinada mo tenor ses gener, ha il debitur il dretg da tscherner, uschenavant ch’i na resulta nagut auter tras la relaziun giuridica. El na dastga dentant betg offrir ina chaussa che ha ina qualitad che sa chatta sut la media.4.  Obligaziun alternativaArt. 72Sche l’obligaziun da pajar il debit s’extenda sin pliras prestaziuns en quella maniera che mo l’ina u che mo l’autra duai vegnir pajada, ha il debitur il dretg da tscherner, uschenavant ch’i na resulta nagut auter tras la relaziun giuridica.5.  TschainsArt. 73 Sche l’obligaziun da pajar il debit s’extenda sin il pajament da tschains e sche lur autezza n’è betg determinada ni en in contract ni en la lescha ni tenor isanza, sto vegnir pajà in tschains annual da 5 pertschient. I resta resalvà al dretg public da decretar disposiziuns cunter l’abus en ils fatgs dals tschains.B.  Lieu da l’ademplimentArt. 74 Il lieu da l’adempliment vegn determinà da las partidas tras la voluntad expressiva u tras la voluntad che po vegnir deducida da las circumstanzas. Nua ch’i n’è fixà nagut auter, valan ils suandants princips:1. debits en daners ston vegnir pajads en quel lieu, nua ch’il creditur ha ses domicil il mument ch’il pajament sto vegnir fatg;2. sch’i vegn debitada ina tscherta chaussa, sto quella vegnir surdada là, nua ch’ella sa chatta il mument ch’il contract è vegnì fatg;3. autras obligaziuns ston vegnir ademplidas en quel lieu, nua ch’il debitur ha gì ses domicil il mument che quellas èn naschidas. Sch’il creditur mida ses domicil, al qual el po pretender che l’obligaziun vegnia ademplida, suenter che quella è naschida, e sch’i resulta tras quai ina grevezza considerabla per il debitur, ha quel il dretg d’ademplir l’obligaziun al domicil oriund.C.  Temp da l’ademplimentI.  Obligaziun senza terminArt. 75Sch’il temp da l’adempliment n’è determinà ni tras contract ni tras la natira da la relaziun giuridica, po l’adempliment vegnir prestà e pretendì immediatamain.II.  Obligaziun sin termin1.  Termin mensilArt. 76 Sch’il termin è fixà per il cumenzament u per la fin d’in mais, sa tracti en quest connex da l’emprim u da l’ultim di dal mais. Sch’il termin è fixà per il mez d’in mais, vala il 15avel di da quest mais.2.  Auters terminsArt. 77 Sch’ina obligaziun u sch’in auter act giuridic duai vegnir ademplì cun la scadenza d’in tschert termin suenter ch’il contract è vegnì fatg, vala la suandanta regulaziun:1. en cas ch’il termin è fixà tenor dis, vala l’ultim di dal termin, dentant senza quintar il di ch’il contract è vegnì fatg, ed – en cas ch’il termin è fixà sin 8 u sin 15 dis – na vala betg il temp dad 1 u da 2 emnas, mabain dad 8 u da 15 dis cumplains;2. en cas ch’il termin è fixà tenor emnas, vala quel di da l’ultima emna che correspunda cun ses num al di, ch’il contract è vegnì fatg;3. en cas ch’il termin è fixà tenor mais u tenor ina perioda che cumpiglia plirs mais (onn, mez onn, quart onn), vala quel di da l’ultim mais, dal qual la cifra correspunda al di ch’il contract è vegnì fatg e – sche quest di manca en l’ultim mais – vala l’ultim di da quest mais.La noziun «mez mais» vegn definida sco in temp da 15 dis che ston vegnir quintads sco ultims, sch’in termin vegn fixà per 1 u per plirs mais e mez. Da medema maniera vegn il termin calculà er, sch’el na cumenza betg il di ch’il contract è vegnì fatg, mabain ad in’autra data. Sche l’adempliment duai vegnir fatg entaifer in termin determinà, sto el vegnir fatg avant che quest termin scada.3.  Dumengias e firadsArt. 78 Sch’il termin da l’adempliment u sche l’ultim di d’in termin croda sin ina dumengia u sin in auter firà ch’è renconuschì uffizialmain sco tal al lieu da l’adempliment, vala il proxim lavurdi sco di d’adempliment u sco ultim di da quest termin. Cunvegnas divergentas restan resalvadas.Concernent il termin legal dal dretg federal e concernent ils termins che vegnan fixads da las autoritads confurm al dretg federal ha la sonda oz il medem status sco in firà renconuschì (art. 1 da la LF dals 21 da zer. 1963 davart il curs dals termins las sondas; SR 173.110.3).III.  Adempliment durant las uras da fatschentaArt. 79L’adempliment da l’obligaziun sto vegnir fatg ed acceptà il di fixà durant las uras da fatschenta usitadas.IV.  Prolungaziun dal terminArt. 80Sch’il termin ch’è fixà en il contract è vegnì prolungà, cumenza il nov termin – sch’i na resulta betg insatge auter tras il contract – l’emprim di suenter ch’il termin vegl è scadì.V.  Adempliment anticipàArt. 81 Sch’i na resulta betg in’autra voluntad da las partidas tras il cuntegn u tras la natira dal contract u tras las circumstanzas, po il debitur ademplir sia obligaziun gia avant il di da scadenza dal termin. El na dastga dentant betg deducir in sconto, nun ch’ina cunvegna u ch’ina isanza permettia quai.VI.  En cas da contracts bilaterals1.  Moda da l’ademplimentArt. 82Tgi che vul pretender da l’autra partida l’adempliment d’in contract bilateral, sto gia avair ademplì sia atgna obligaziun u sto offrir da l’ademplir, nun ch’el haja d’ademplir quella – confurm al cuntegn u confurm a la natira dal contract – pir pli tard.2.  Insolvenza d’ina partidaArt. 83 Sch’ina partida n’è – en cas d’in contract bilateral – betg pli solventa, en spezial pervia da concurs, u sch’ella è vegnida impegnada senza success e sch’il dretg da l’autra vegn periclità tras quest pegiurament da la situaziun finanziala, po la partida periclitada retegnair sia prestaziun uschè ditg, fin che la cuntraprestaziun è garantida en sia favur. Sche questa garanzia na vegn betg prestada sin ses giavisch entaifer in termin adequat, po ella sa retrair dal contract.D.  PajamentI.  Valuta dal pajaisArt. 84 Debits en daners ston vegnir pajads cun meds da pajament legals en l’unitad monetara debitada. Sch’il debit sa cloma sin in’unitad monetara che n’è betg la valuta dal pajais, po la summa debitada tuttina vegnir pajada en la valuta dal pajais tenor sia valur il di da scadenza dal termin, sch’i n’è betg vegnì fixà – duvrond la noziun «valur effectiva» u in’agiunta sumeglianta – ch’il contract stoppia vegnir ademplì pled per pled. Versiun tenor la cifra 2 da l’agiunta da la LF dals 22 da dec. 1999 davart l’unitad monetara ed ils meds da pajament, en vigur dapi il 1. da matg 2000 (AS 2000 1144; BBl 1999 7258).II.  Imputaziun1.  En cas d’in pajament parzialArt. 85 In debitur po imputar in pajament parzial al chapital mo, sch’el n’è betg en retard cun ils tschains u cun ils custs. Sch’il creditur ha survegnì ina cauziun, in pegn u autras garanzias per ina part da sia pretensiun, n’ha il debitur betg il dretg d’imputar in pajament parzial sin la part da la pretensiun ch’è garantida u ch’è garantida meglier.2.  En cas da plirs debitsa.  Tenor la decleraziun dal debitur u dal crediturArt. 86 Sch’il debitur ha plirs debits tar il medem creditur, ha el il dretg da declerar tar il pajament, tge debit ch’el veglia pajar. Sch’i manca ina tala decleraziun, vegn il pajament quintà tar quel debit ch’il creditur ha inditgà en sia quittanza, premess ch’il debitur na fetschia betg immediatamain opposiziun cunter quai.b.  Tenor la leschaArt. 87 Sch’i n’è avant maun ni ina decleraziun valaivla davart il pajament ni ina indicaziun en la quittanza, sto il pajament vegnir imputà al debit che scada, sch’i scadan plirs debits a quel debit, per il qual igl è vegnida fatga l’emprim ina scussiun cunter il debitur, e sch’i n’è betg vegnida fatga ina scussiun, al debit ch’è scadì sco emprim. Sch’ils debits èn scadids a medem temp, vegn l’imputaziun fatga en moda proporziunala. Sch’i n’è scadì nagin da plirs debits, vegn il pajament imputà al debit che porscha la garanzia la pli pitschna al creditur.III.  Quittanza e restituziun dal certificat da debit1.  Dretg dal debiturArt. 88 Il debitur che ha prestà in pajament ha il dretg da pretender ina quittanza ed – en cas ch’il debit è pajà dal tuttafatg – er la restituziun dal certificat da debit u l’annullaziun da quel. Sch’i na vegn betg pajà tut il debit u sch’il certificat da debit cuntegna anc auters dretgs dal creditur, po il debitur pretender – ultra da la quittanza – mo ch’il pajament vegnia remartgà sin il certificat da debit.2.  EffectArt. 89 Sch’i vegnan debitads tschains u autras prestaziuns periodicas, lascha la quittanza che vegn dada senza resalvas per ina prestaziun posteriura supponer che las prestaziuns, ch’èn scadidas pli baud, sajan vegnidas pajadas. Sch’i vegn dada ina quittanza per in debit da chapital, vegni supponì che er ils tschains sajan vegnids pajads. La restituziun dal certificat da debit al debitur lascha supponer ch’il debit saja pajà.3.  Nunpussaivladad da la restituziunArt. 90 Sch’il creditur pretenda ch’il certificat da debit saja ì a perder, po il debitur pretender tar il pajament ch’il creditur decleria en in document public u en in document legalisà ch’il certificat da debit saja annullà e ch’il debit saja pajà. Resalvadas restan las disposiziuns davart l’annullaziun da vaglias.E.  Retard dal crediturI.  PremissaArt. 91Il creditur vegn en retard, sch’el refusa en moda nungiustifitgada d’acceptar la prestaziun che vegn offrida ad el en moda correcta, u d’ademplir ils acts preparativs ch’èn sia chaussa e senza ils quals il debitur n’è betg en cas d’ademplir sias obligaziuns.II.  Effect1.  En cas da prestaziuns materialasa.  Dretg da depositarArt. 92 Sch’il creditur sa chatta en retard, ha il debitur il dretg da depositar la chaussa debitada sin donn e cust dal creditur e da sa deliberar uschia da sia obligaziun. Il lieu dal deposit sto vegnir fixà dal derschader. Rauba po dentant er vegnir depositada en in magasin senza ina disposiziun giudiziala. Versiun tenor la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, en vigur dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).b.  Dretg da venderArt. 93 Sch’in deposit n’è betg cunvegnent pervia da la natira da la chaussa u pervia dal gener dal manaschi, u sche la chaussa è en privel d’ir en malura u sch’ella chaschuna custs da mantegniment u custs considerabels per la metter en salv, po il debitur – suenter avair fatg ordavant ina smanatscha e cun il consentiment dal derschader – laschar vender publicamain la chaussa e depositar il retgav. Sche la chaussa ha in pretsch da bursa u da martgà u sch’ella ha ina pitschna valur cumpareglià cun ils custs, na sto la vendita betg vegnir fatga en moda publica ed ella po vegnir permessa dal derschader er senza ch’i vegnia fatga ordavant ina smanatscha.c.  Dretg da prender enavosArt. 94 Il debitur ha il dretg da puspè prender enavos la chaussa depositada, uschè ditg ch’il creditur n’ha betg anc declerà d’acceptar quella u uschè ditg ch’in dretg da pegn n’è betg vegnì abolì en consequenza dal deposit. Per il termin da la retratga entra la pretensiun puspè en vigur cun tut ses dretgs accessorics.2.  En cas d’autras prestaziunsArt. 95Sche l’obligaziun na concerna betg la furniziun d’ina chaussa, po il debitur – sch’il creditur è en retard – sa retrair dal contract tenor las disposiziuns davart il retard dal debitur.F.  Impediment da l’adempliment per auters motivsArt. 96Sch’ina obligaziun debitada na po betg vegnir ademplida vers il creditur ed er betg vers sia represchentanza per in auter motiv che ha da far cun la persuna dal creditur u pervia d’ina intschertezza davart il creditur, senza che quel saja la culpa da quest fatg, ha il debitur il dretg da far il deposit u da sa retrair dal contract, sco en cas dal retard dal creditur.Segund chapitel:  Las consequenzas, sche las obligaziuns na vegnan betg ademplidasA.  NunademplimentI.  Obligaziun dal debitur da prestar indemnisaziuns1.  En generalArt. 97 Sche l’obligaziun na po insumma betg vegnir ademplida u sch’ella na po betg vegnir ademplida en moda correcta, sto il debitur pajar ina indemnisaziun per il donn che vegn chaschunà tras quai, nun ch’el possia cumprovar ch’el n’haja nagina culpa. L’execuziun suttastat a las disposiziuns da la Lescha federala dals 11 avrigl 1889 davart la scussiun ed il concurs ed a la Procedura civila dals 19 december 2008 (PC). SR 281.1 SR 272 Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).2.  Obligaziuns da far u da betg far insatgeArt. 98 Sch’il debitur è obligà da far insatge, po il creditur – cun resalva da ses dretgs concernent l’indemnisaziun dal donn – sa laschar autorisar da far la prestaziun sin donn e cust dal debitur. Sch’il debitur è obligà da betg far insatge, sto el indemnisar il donn mo gia en il cas da cuntravenziun. Il creditur po ultra da quai pretender ch’il stadi illegal vegnia eliminà e sa laschar autorisar d’eliminar quel sin donn e cust dal debitur.II.  Dimensiun da la responsabladad e da l’indemnisaziun1.  En generalArt. 99 Il debitur è en general responsabel per mintga culpa. La dimensiun da la responsabladad sa drizza tenor la natira da la fatschenta e vegn giuditgada en moda main severa en spezial, sche la fatschenta n’aveva betg l’intenziun da procurar per in avantatg per il debitur. Dal rest vegnan las disposiziuns davart la dimensiun da la responsabladad tar acts illegals applitgadas analogamain per giuditgar ils effects da sbagls contractuals.2.  Exclusiun da la responsabladadArt. 100 Ina cunvegna ch’è vegnida fatga ordavant per excluder la responsabladad en cas d’intenziun illegala u en cas da greva negligientscha è nunvalaivla. Er ina renunzia – ch’è vegnida declerada ordavant – a la responsabladad en cas d’ina leva culpa po tenor l’appreziar dal derschader vegnir resguardada sco nunvalaivla, sche la persuna che renunzia è stada en il servetsch da l’autra persuna il mument che la decleraziun è vegnida fatga u sche la responsabladad resulta tras la gestiun d’in manaschi ch’è concessiunà da las autoritads. Resalvadas restan las prescripziuns spezialas davart il contract d’assicuranza.3.  Responsabladad per persunas auxiliarasArt. 101 Tgi che lascha ademplir in’obligaziun u che lascha exequir in dretg che resulta tras ina relaziun da debit – er sche quai vegn fatg en moda legala – d’ina persuna auxiliara, d’in commember da la chasada u d’in lavurant, sto indemnisar a l’autra persuna il donn che la persuna auxiliara ha chaschunà exequind sia incumbensa. Questa responsabladad po vegnir limitada u abolida cun ina cunvegna che vegn fatga ordavant. Sche la persuna che renunzia stat en il servetsch da l’autra persuna u sche la responsabladad resulta tras la gestiun d’in manaschi ch’è concessiunà da las autoritads, dastga la responsabladad vegnir refusada maximalmain per ils cas che resultan tras ina leva culpa.Versiun tenor la cifra II art. 1 cifra 3 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).B.  Retard dal debiturI.  PremissaArt. 102 Sch’ina obligaziun è scadida, vegn il debitur mess en retard tras l’admoniziun dal creditur. Sche l’adempliment è vegnì fixà sin in di determinà u sch’in tal di resulta en consequenza d’ina disditga ch’è stada resalvada e ch’è vegnida pronunziada en moda correcta, vegn il debitur mess en retard gia cun la scadenza da quest di.II.  Effect1.  Responsabladad per casualitadArt. 103 Sch’il debitur sa chatta en retard, sto el indemnisar il donn che resulta tras l’adempliment retardà ed è er responsabel per la casualitad. El po sa deliberar da questa responsabladad cun cumprovar ch’il retard saja succedì senza culpa da sia vart e che la casualitad avess pertutgà l’object da la prestaziun en moda dischavantagiusa per il creditur er, sche l’adempliment fiss vegnì fatg a temp.2.  Tschains da retarda.  En generalArt. 104 Sch’il debitur è en retard cun pajar in debit en daners, sto el pajar in tschains da retard da 5 pertschient per onn, er sch’ils tschains fixads en il contract importassan main. Sch’igl èn vegnids fixads en il contract tschains ch’èn pli auts che 5 pertschient, saja quai en moda directa u saja quai tras ina cunvegna d’ina provisiun periodica da banca, pon els vegnir pretendids er durant il temp da retard. Nua ch’il sconto da banca ch’è usità al lieu surpassa 5 pertschient, pon vegnir mess a quint tranter commerziants ils tschains da retard en questa autezza.b.  En cas da tschains, da rentas e da donaziunsArt. 105 In debitur ch’è en retard cun il pajament da tschains, da rentas u d’ina summa regalada, sto pajar il tschains da retard pir a partir dal di che la scussiun cumenza u ch’il plant giudizial vegn inizià. Ina cunvegna cuntraria sto vegnir giuditgada tenor ils princips davart il chasti convenziunal. Da tschains da retard na dastgan vegnir pretendids nagins tschains da retard.3.  Ulteriur donnArt. 106 Sch’il creditur ha subì in donn ch’è pli grond che quai ch’i vegn indemnisà ad el tras ils tschains da retard, è il debitur obligà d’indemnisar er quest donn, nun ch’el cumprovia ch’el n’haja nagina culpa. Sche quest donn pli grond po vegnir giuditgà ordavant, po il derschader fixar l’indemnisaziun gia en la sentenzia davart la pretensiun principala.4.  Retratga ed indemnisaziuna.  Cun fixar in terminArt. 107 Sch’in debitur sa chatta en retard en cas da contracts bilaterals, ha il creditur il dretg da fixar in termin adequat per el per ademplir posteriuramain l’obligaziun u da laschar fixar in tal termin tras l’autoritad cumpetenta. Sche l’obligaziun na vegn er betg ademplida fin a quest termin, po il creditur anc adina purtar plant per cuntanscher l’adempliment e per survegnir ina indemnisaziun dal donn pervia dal retard; el po dentant er, sch’el fa quai immediatamain, declerar da vulair desister da la prestaziun posteriura ed ubain pretender ina indemnisaziun dal donn ch’è vegnì chaschunà cun tralaschar l’adempliment ubain sa retrair dal contract.b.  Senza fixar in terminArt. 108I n’è betg necessari da fixar in termin per l’adempliment posteriur:1. sch’i resorta dal cumportament dal debitur ch’in tal termin fiss inutil;2. sche la prestaziun è daventada inutila per il creditur pervia dal retard dal creditur;3. sch’i resulta – tras il contract – l’intenziun da las partidas che la prestaziun stoppia vegnir fatga precis ad in tschert termin u fin ad in tschert termin.c.  Effect da la retratgaArt. 109 Tgi che sa retira dal contract po refusar la cuntraprestaziun empermessa e pretender la restituziun da quella part ch’è gia vegnida prestada. Ultra da quai ha el il dretg da survegnir l’indemnisaziun dal donn ch’è naschì tras l’annullaziun dal contract, nun ch’il debitur possia cumprovar ch’el n’haja nagina culpa.Terz chapitel:  Effects da las obligaziuns vers terzas persunasA.  Cuntentada d’ina terza persunaArt. 110Uschenavant ch’ina terza persuna cuntenta ils dretgs d’in creditur, vegnan ils dretgs da tal transferids sin ella:1. sch’ella cumpra liber ina chaussa ch’è vegnida impegnada per in debit ester, vi da la quala ella ha in dretg da proprietad u in dretg real limità;2. sch’il debitur renda enconuschent al creditur che la persuna che paja duai surpigliar il post dal creditur.B.  Contract sin donn e cust d’ina terza persunaArt. 111Tgi che empermetta ad in’autra persuna che la prestaziun vegnia furnida d’ina terza persuna è obligà d’indemnisar il donn che resulta, sche la prestaziun na vegn betg furnida.C.  Contract a favur d’ina terza persunaI.  En generalArt. 112 Sch’ina persuna che agescha en agen num è sa laschada empermetter ina prestaziun a favur d’ina terza persuna, ha ella il dretg da pretender che questa prestaziun vegnia furnida a la terza persuna. La terza persuna u sia successura legala po pretender persunalmain che l’obligaziun vegnia ademplida, sche quai è stada la voluntad da las duas autras partidas u sche quai correspunda a l’isanza. En quest cas na po il creditur betg pli deliberar il debitur da sia obligaziun, uschespert che la terza persuna ha declerà al debitur da vulair far diever da ses dretg.II.  En cas d’ina assicuranza da responsabladadArt. 113Sch’in patrun è stà assicurà cunter las consequenzas da la responsabladad civila e sch’il lavurant n’ha betg pajà main che la mesadad da la premia, appartegnan ils dretgs che derivan da l’assicuranza exclusivamain al lavurant.Terz titel:  L’extincziun da las obligaziunsA.  L’extincziun dals dretgs accessoricsArt. 114 Sch’ina pretensiun extingua perquai ch’ella è vegnida ademplida u per auters motivs, extinguan er tut ses dretgs accessorics sco en spezial cauziuns e dretgs da pegn. Tschains ch’èn gia scadids pon vegnir pretendids posteriuramain mo, sche quest dretg dal creditur è vegnì concludì u sch’el po vegnir deducì da las circumstanzas. Resalvadas restan las prescripziun spezialas davart il dretg da pegn funsil, davart las vaglias e davart l’accumodament.B.  Annullaziun tras ina cunvegnaArt. 115Ina pretensiun po vegnir annullada dal tuttafatg u parzialmain tras ina cunvegna senza ina furma speziala er, sch’ina tala è stada necessaria per constituir l’obligaziun u sch’ina tala è vegnida tschernida da las persunas contrahentas.C.  NovaziunI.  En generalArt. 116 Il pajament d’in debit vegl tras la creaziun d’in debit nov na vegn betg supponì. En spezial na chaschuna la constituziun d’ina obligaziun da cambiala en connex cun in debit existent u l’emissiun d’in nov certificat da debit u da cauziun betg ina novaziun dal debit vertent, nun ch’i vegnia concludì insatge auter.II.  Conto currentArt. 117 L’inscripziun dals singuls posts en in conto current na chaschuna betg ina novaziun. I sa tracta dentant d’ina novaziun, sch’il saldo è fatg ed approvà. Sch’igl existan garanzias spezialas per in singul post, na vegnan quellas – cun resalva d’ina autra cunvegna – betg annulladas cun far e cun approvar il saldo.D.  ReuniunArt. 118 Sche las qualitads dal creditur e dal debitur sa reuneschan en ina persuna, vala la pretensiun sco extinguida tras reuniun. Sche questa reuniun vegn revocada, vala la pretensiun puspè. Resalvadas restan las prescripziuns spezialas davart il dretg da pegn funsil e davart las vaglias.E.  Nunpussaivladad d’ademplir ina prestaziunArt. 119 Sche l’adempliment d’ina pretensiun è daventà nunpussaivel pervia da circumstanzas, per las qualas il debitur n’è betg responsabel, vala la pretensiun sco extinguida. En cas da contracts bilaterals è il debitur ch’è vegnì deliberà uschia, responsabel per la cuntraprestaziun ch’el ha gia survegnì sco enritgiment nungiustifitgà e perda la cuntrapretensiun che n’è betg anc vegnida ademplida. Exceptads èn ils cas, en ils quals la prescripziun da lescha u il cuntegn dal contract adossescha la ristga al creditur avant che l’obligaziun vegnia ademplida.F.  ScuntradaI.  Premissa1.  En generalArt. 120 Sche duas persunas debiteschan ina a l’autra summas da daners u autras prestaziuns ch’èn d’in gener equivalent, po mintga persuna scuntrar ses debit cun sia pretensiun, premess che tuttas duas pretensiuns sajan scadidas. Il debitur po pretender la scuntrada, er sche sia cuntrapretensiun vegn contestada. Ina pretensiun surannada po vegnir scuntrada, sch’ella n’era betg anc surannada il mument ch’ella avess pudì vegnir scuntrada cun l’autra pretensiun.2.  En cas da garanziaArt. 121Il garant po refusar da cuntentar il creditur, uschenavant ch’il debitur principal ha il dretg da pretender la scuntrada.3.  En cas da contracts a favur da terzas persunasArt. 122La persuna ch’è s’obligada a favur d’ina terza persuna na po betg scuntrar quest debit cun pretensiuns che l’autra persuna la debitescha.4.  En cas da concurs dal debiturArt. 123En cas da concurs dal debitur pon ils crediturs scuntrar lur pretensiuns, er sche quellas n’èn betg anc scadidas, cun pretensius ch’il concursit ha vers els. L’exclusiun u la contestaziun da la scuntrada en cas da concurs dal debitur suttastat a las prescripziuns dal dretg da scussiun e da concurs.II.  Effect da la scuntradaArt. 124 Ina scuntrada ha mo lieu, sch’il debitur dat d’enconuscher al creditur ch’ella veglia far diever da ses dretg da pretender ina scuntrada. Sche quai è capità, vegni supponì che la pretensiun e che la cuntrapretensiun sajan, uschenavant ch’ellas sa guliveschan, vegnidas pajadas gia il mument ch’ellas avessan pudì vegnir scuntradas. Resalvadas restan las isanzas spezialas concernent ils contos currents commerzials.III.  Cas d’exclusiunArt. 125Cunter la veglia dal creditur na pon betg vegnir pajadas tras scuntrada:1. obligaziuns per restituir u per indemnisar chaussas ch’èn vegnidas depositadas, privadas illegalmain u retegnidas cun malart;2. obligaziuns, da las qualas la natira pretenda ch’ellas vegnian ademplidas effectivamain vers il creditur, sco dretgs d’aliments e dabuns da salari ch’èn absolutamain necessaris per il mantegniment dal creditur e da sia famiglia;3. obligaziuns a favur da la communitad che resultan tras il dretg public.IV.  RenunziaArt. 126Il debitur po renunziar gia ordavant a la scuntrada.G.  SurannaziunI.  Termins1.  10 onnsArt. 127Suenter 10 onns suranneschan tut las pretensiuns, per las qualas il dretg civil federal na dispona betg insatge auter.2.  5 onnsArt. 128Suenter 5 onns suranneschan las pretensiuns:1. per tschains da locaziun, da fittanza e da chapital sco er per autras prestaziuns periodicas;2. per furniziuns da victualias, per la dunsena e per debits d’ustaria;3. per lavurs da mastergn, per la vendita da rauba en detagl, per tractaments dal medi, per lavurs professiunalas d’advocats, d’agents da dretg, da procuraturs, da notars sco er per relaziuns da lavur da lavurants.Versiun tenor la cifra II art. 1 cifra 4 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).2a.  20 onnsArt. 128aPretensiuns sin indemnisaziun u sin satisfacziun pervia da blessuras corporalas u pervia dal mazzament d’in uman en consequenza d’in sbagl contractual suranneschan suenter 3 onns quintà a partir dal di che la persuna donnegiada è vegnida a savair dal donn e da la persuna che sto pajar l’indemnisaziun u la satisfacziun, en mintga cas dentant suenter 20 onns quintà a partir dal di ch’il cumportament donnegiant ha gì lieu u è vegnì terminà. Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).3.  Invariabladad dals terminsArt. 129Ils termins da surannaziun che vegnan menziunads en quest titel na pon betg vegnir midads tras ina disposiziun da las persunas participadas.4.  Cumenzament da la surannaziuna.  En generalArt. 130 La surannaziun cumenza cun la scadenza da la pretensiun. Sche la scadenza da la pretensiun dependa d’ina disditga, cumenza la surannaziun cun il di che la disditga po vegnir fatga.b.  En cas da prestaziuns periodicasArt. 131 En cas da rentas vitalizias u da prestaziuns periodicas sumegliantas cumenza la surannaziun per l’entira pretensiun il mument che l’emprima prestaziun retardada scada. Sche l’entira pretensiun è surannada, èn quai er las singulas prestaziuns.5.  Calculaziun dals terminsArt. 132 Tar la calculaziun da la surannaziun na vegn il di che la surannaziun cumenza betg quintà, e la surannaziun vegn resguardada sco terminada pir, cur che l’ultim di dal termin è passà senza ch’i saja vegnì fatg diever da la surannaziun. Dal rest valan las prescripziuns per calcular il termin da l’adempliment er per la surannaziun.II.  Effect per ils dretgs accessoricsArt. 133Cun la pretensiun principala suranneschan er ils tschains che resultan tras questa pretensiun ed ils auters dretgs accessorics.III.  Impediment e suspensiun da la surannaziunArt. 134 La surannaziun na cumenza betg e vegn suspendida, sch’ella ha gia cumenzà:1. per pretensiuns dals uffants vers lur geniturs fin a la maiorennitad dals uffants;2. per pretensiuns da la persuna inabla da giuditgar cunter la persuna che ha il mandat preventiv, uschè ditg che quest mandat è valaivel;3. per pretensiuns dals conjugals in cunter l’auter durant lur lètg;3. per pretensiuns da partenarias registradas e da partenaris registrads in cunter l’auter durant lur partenadi registrà;4. per pretensiuns dals lavurants che vivan en la medema chasada cun il patrun, vers quel durant la relaziun da lavur;5. uschè ditg ch’il debitur ha in dretg da giudida vi da la pretensiun;6. uschè ditg ch’ina pretensiun na po betg vegnir fatga valair davant ina dretgira per motivs objectivs;7. per pretensiuns dal testader u cunter il testader, durant l’inventari public;8. durant discurs d’enclegientscha, durant ina procedura da mediaziun u durant autras proceduras che han l’intent da reglar dispitas sin via extragiudiziala, uschenavant che las partidas fixeschan quai en scrit. Sch’il di che questas relaziuns van a fin è passà, cumenza la surannaziun u – sch’ella aveva gia cumenzà – cuntinuescha ella. Resalvadas restan las prescripziuns spezialas davart il dretg da scussiun e da concurs. Versiun tenor la cifra 1 da l’agiunta da la LF dals 20 da mars 2015 (mantegniment dals uffants), en vigur dapi il 1. da schan. 2017 (AS 2015 4299; BBl 2014 529). Versiun tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001). Integrà tras la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).Versiun tenor la cifra II art. 1 cifra 5 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241). Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).IV.  Interrupziun da la surannaziun1.  Motivs da l’interrupziunArt. 135La surannaziun vegn interrutta:1. sch’il debitur renconuscha la pretensiun, en spezial cun pajar tschains e ratas sco er cun dar in pegn u ina cauziun;2. tras scussiun, cun purtar plant u cun far objecziun davant ina dretgira u davant ina dretgira da cumpromiss sco er tras ina intervenziun en cas da concurs u tras ina citaziun ad in’emprova da mediaziun uffiziala.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).2.  Effect da l’interrupziun tranter cunobligadsArt. 136 Sche la surannaziun cunter in debitur solidaric u cunter il cundebitur d’ina prestaziun indivisibla vegn interrutta, vala quai er per ils auters cundebiturs, uschenavant che l’interrupziun resulta d’ina acziun dal debitur. Sche la surannaziun cunter il debitur principal è interrutta, è quai er il cas cunter il garant, uschenavant che l’interrupziun resulta d’ina acziun dal debitur. Percunter na vala l’interrupziun cunter il garant betg cunter il debitur principal. L’interrupziun cunter l’assicurader vala er cunter il debitur e viceversa, uschenavant ch’in dretg da pretensiun direct exista cunter l’assicurader. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).3.  Cumenzament d’in nov termina.  En cas da renconuschientscha e da sentenziaArt. 137 Cun l’interrupziun cumenza la surannaziun da nov. Sche la pretensiun vegn renconuschida cun emetter in document u constatada tras la sentenzia dal derschader, dura la nova surannaziun adina 10 onns.b.  En cas d’acts dal crediturArt. 138 Sche la surannaziun vegn interrutta tras in plant u tras in’objecziun, cumenza ella da nov en il decurs da la dispita giuridica cun mintga act giudizial da las partidas e cun mintga disposiziun u decisiun dal derschader. Sche l’interrupziun vegn chaschunada tras ina scussiun, cumenza la surannaziun da nov cun mintga act da scussiun. Sche l’interrupziun vegn chaschunada tras ina intervenziun en cas da concurs, cumenza la nova surannaziun il mument che la pretensiun po puspè vegnir fatga valair tenor il dretg da concurs.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).V.  Surannaziun dal dretg da regressArt. 139Sche plirs debiturs èn responsabels solidaricamain, surannescha il dretg da regress da quel debitur, che ha indemnisà il creditur, suenter 3 onns quintà a partir dal di ch’el ha indemnisà il creditur e ch’el enconuscha il cundebitur. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).VI.  Surannaziun en cas da dretg da pegn movibelArt. 140Tras l’existenza d’in dretg da pegn movibel na vegn la surannaziun d’ina pretensiun betg exclusa. Sch’ella cumenza, n’impedescha quai betg il creditur da far valair il dretg da pegn.VII.  Renunzia a l’objecziun da prescripziun Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).Art. 141 Il debitur po renunziar d’inoltrar l’objecziun da prescripziun per mintgamai maximalmain 10 onns quintà a partir dal cumenzament da la surannaziun. La renunzia sto vegnir fatga en scrit. Mo l’utilisader da cundiziuns generalas da fatschenta po renunziar en quellas d’inoltrar l’objecziun da prescripziun. La renunzia d’in debitur solidaric na po betg vegnir opponida cunter ils ulteriurs debiturs solidarics. Il medem vala tranter plirs debiturs d’ina prestaziun indivisibla e per il garant en cas da la renunzia dal debitur principal. La renunzia tras il debitur po vegnir opponida cunter l’assicurader e viceversa, uschenavant ch’in dretg da pretensiun direct exista cunter l’assicurader. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Integrà tras la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).VIII.  Far valair la surannaziunArt. 142Il derschader na dastga betg resguardar d’uffizi la surannaziun.Quart titel:  Relaziuns spezialas tar obligaziunsEmprim chapitel:  La solidaritadA.  Debit solidaricI.  OriginArt. 143 La solidaritad tranter plirs debiturs nascha, sch’els decleran da vulair esser mintgin dad els persunalmain responsabel vers il creditur per ademplir l’entir debit. Senza ina tala decleraziun da voluntad nascha la solidaritad mo en ils cas che vegnan determinads da la lescha.II.  Relaziun tranter debitur e creditur1.  Effecta.  Responsabladad dals debitursArt. 144 Il creditur po pretender da tut ils debiturs solidarics tenor sia tscherna mintgamai mo ina part u l’entira obligaziun. Tut ils debiturs restan uschè ditg obligads, fin che l’entira pretensiun è pajada.b.  Objecziuns dals debitursArt. 145 In debitur solidaric po far cunter il creditur mo talas objecziuns che resultan u tras sia relaziun persunala cun il creditur, tras l’origin communabel u tras il cuntegn da l’obligaziun solidarica. Mintga debitur solidaric daventa responsabel vers ils auters debiturs, sch’el na fa betg valair quellas objecziuns, da las qualas tuts han communablamain il dretg.c.  Act persunal d’in debiturArt. 146In debitur solidaric na po, uschenavant che quai n’è betg fixà autramain, betg engrevgiar la situaziun dals auters cun ses act persunal.2.  Extincziun dal debit solidaricArt. 147 Uschenavant ch’in debitur solidaric ha cuntentà il creditur tras pajament u tras scuntrada, èn deliberads er ils auters. Sch’in debitur solidaric vegn deliberà senza ch’il creditur saja vegnì cuntentà, ha la deliberaziun ses effect vers ils auters mo uschenavant che las circumstanzas u che la natira da l’obligaziun giustifitgeschan quai.III.  Relaziun tranter ils debiturs solidarics1.  ParticipaziunArt. 148 Sch’i na resulta nagut auter tras la relaziun giuridica tranter ils debiturs solidarics, sto mintgin dad els surpigliar ina part eguala dal pajament ch’è vegnì fatg al creditur. Sch’in debitur solidaric paja dapli che sia part, po el prender regress sin ses cundebiturs per l’import ch’el ha pajà dapli. Quai che na po betg vegnir obtegnì d’in cundebitur, ston ils auters pajar en parts egualas.2.  Transiziun dals dretgs dals creditursArt. 149 Ils dretgs dal creditur vegnan transferids sin il debitur solidaric che ha il dretg da prender regress, e quai en quella dimensiun ch’el ha cuntentà il creditur. Il creditur è responsabel, sch’el meglierescha la situaziun giuridica d’in debitur solidaric sin donn e cust dals auters.B.  Pretensiun solidaricaArt. 150 La solidaritad tranter plirs crediturs nascha, sch’il debitur declera da dar a mintgin singul il dretg da pretender il pajament da l’entira pretensiun, sco er en ils cas che vegnan determinads da la lescha. Sche la prestaziun vegn pajada ad in dals crediturs solidarics, deliberescha quai il debitur vers tuts. Il debitur po tscherner, a tgenin dals crediturs solidarics ch’el vul pajar, uschè ditg ch’el n’è betg vegnì clamà avant dretgira d’in dad els.Segund chapitel:  Las cundiziunsA.  Cundiziun suspensivaI.  En generalArt. 151 In contract sto vegnir resguardà sco cundiziunà, sche sia obligaziun vegn fatga dependenta dal fatg ch’in eveniment intschert entria. Per il cumenzament da l’effect è decisiv il mument che la cundiziun vegn ademplida, premess ch’i na stoppia betg vegnir concludì che las partidas hajan in’autra intenziun.II.  Durant che las cundiziuns èn pendentasArt. 152 La persuna ch’è obligada cundiziunadamain na dastga – uschè ditg che la cundiziun è pendenta – interprender nagut che pudess impedir che sias obligaziuns vegnian ademplidas correctamain. Sche ses dretgs èn periclitads ha la persuna ch’è autorisada cundiziunadamain il dretg da pretender las medemas mesiras da segiranza, sco sche sia pretensiun fiss nuncundiziunada. Disposiziuns che vegnan prendidas durant che la cundiziun è pendenta scadan mo, cur che la cundiziun vegn ademplida, sch’ellas pericliteschan ses effect.III.  Profit che vegn fatg en il fratempArt. 153 Sche la chaussa empermessa è vegnida surdada al creditur avant l’adempliment da la cundiziun, po el, cur che la cundiziun vegn ademplida, salvar il profit ch’è vegnì fatg en il fratemp. Sche la cundiziun na vegn betg ademplida, sto el restituir il profit ch’è vegnì fatg.B.  Cundiziun schliantaArt. 154 In contract, dal qual la schliaziun è vegnida fatga dependenta da l’adempliment d’ina cundiziun, perda sia vigur il mument che questa cundiziun vegn ademplida. In effect retroactiv na datti per regla betg.C.  Prescripziuns communablasI.  Adempliment da la cundiziunArt. 155Sche la cundiziun premetta in act d’ina da las persunas contrahentas, il qual na dependa betg da la persunalitad da questa persuna, po ella vegnir ademplida er da ses ertavels.II.  Impediment cunter la buna faiArt. 156Ina cundiziun vala sco ademplida, sche ses adempliment è vegnì impedì d’ina da las partidas cunter la buna fai.III.  Cundiziuns scumandadasArt. 157Sch’ina cundiziun vegn fixada cun l’intenziun da promover in act illegal u immoral u ina omissiun illegala u immorala, è il dretg cundiziunà nunvalaivel.Terz chapitel:  Cauziun e chaparra penala. Deducziuns dal salari. Chasti convenziunalA.  Cauziun e chaparra penalaArt. 158 La chaparra che vegn dada a chaschun da la conclusiun d’in contract vala sco cauziun e betg sco chaparra penala. Nua ch’il contract u nua che l’isanza locala na dispona betg autramain, resta la cauziun tar il retschavider, senza ch’ella vegnia deducida da ses dretg. Sch’igl è vegnida concludida ina chaparra penala, po il pajader sa retrair dal contract renunziond a l’import pajà ed il retschavider pajond l’import dubel.B.  ...Art. 159Abolì tras la cifra II art. 6 cifra 1 da la LF dals 25 da zer. 1971, cun effect dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).C.  Chasti convenziunalI.  Dretg dal creditur1.  Relaziun tranter il chasti e l’adempliment dal contractArt. 160 Sch’igl è vegnì concludì in chasti convenziunal per il cas ch’in contract na vegnia betg ademplì u na vegnia betg ademplì en moda correcta, ha il creditur – en cas ch’i mancan autras cunvegnas – mo il dretg da pretender ubain l’adempliment ubain il chasti. Sche quest chasti è vegnì concludì per il cas ch’il termin da l’adempliment u ch’il lieu da l’adempliment na vegn betg resguardà, po el vegnir pretendì – ultra da l’adempliment dal contract –, uschè ditg ch’il creditur na renunzia betg expressivamain a l’adempliment u accepta quel senza resalvas. Al debitur resti resalvà da cumprovar ch’el haja il dretg da sa retrair dal contract suenter avair pajà il chasti concludì.2.  Relaziun tranter il chasti ed il donnArt. 161 Il chasti convenziunal è scadì, er sch’i n’ha dà nagin donn per il creditur. Sch’il donn subì surpassa l’import dal chasti, po il creditur pretender l’import supplementar mo, uschenavant ch’el po cumprovar ina culpa da vart dal debitur.3.  Scadenza da pajaments parzialsArt. 162 La cunvegna che pajaments parzials duajan restar tar il creditur en cas da la retratga dal contract, sto vegnir giuditgada tenor las prescripziuns davart il chasti convenziunal. ... Abolì tras la cifra II 1 da l’agiunta 2 da la LF dals 23 da mars 2001 davart credits da consum, cun effect dapi il 1. da schan. 2003 (AS 2002 3846; BBl 1999 III 3155).II.  Autezza, nunvalaivladad e reducziun dal chastiArt. 163 Las partidas pon fixar libramain l’import dal chasti convenziunal. El na po betg vegnir pretendì, sch’el duai rinforzar ina cunvegna illegala u immorala e – en cas ch’i mancan autras cunvegnas – sch’i n’è betg pussaivel da l’ademplir pervia d’ina circumstanza che na po betg vegnir responsada dal debitur. Chastis convenziunals sproporziunads ha il derschader da reducir tenor ses appreziar.Tschintgavel titel:  La cessiun da pretensiuns e la surpigliada da debitsA.  Cessiun da pretensiunsI.  Premissas1.  Cessiun voluntaraa.  AdmissibladadArt. 164 Il creditur po ceder sia pretensiun ad in’autra persuna senza il consentiment dal debitur, sche ni la lescha ni ina cunvegna ni la natira da la relaziun giuridica na s’oppona cunter quai. Cunter terzas persunas che han acquistà la pretensiun, sa fidond d’ina renconuschientscha en scrit dal debit che na cuntegna betg in scumond da cessiun, na po il debitur betg opponer cun l’objecziun che la cessiun saja vegnida exclusa tras ina cunvegna.b.  Furma dal contractArt. 165 La cessiun è mo valaivla, sch’ella è vegnida fixada en scrit. L’obligaziun da far in contract da cessiun na dovra betg ina furma speziala.2.  Transferiment pervia d’ina lescha e pervia d’ina sentenzia giudizialaArt. 166Sche la lescha u sch’ina sentenzia giudiziala fixescha ch’ina pretensiun vegnia transferida ad in’autra persuna, vala quest transferiment er vers terzas persunas, senza che quai basegnia ina furma speziala u er mo ina decleraziun da voluntad dal creditur vertent.II.  Effect da la cessiun1.  Posiziun dal debitura.  Pajament en buna faiArt. 167In debitur è deliberà valaivlamain, sch’el fa – avant che la cessiun al è vegnida annunziada dal cedent u da l’acquistader – il pajament en buna fai a l’anteriur creditur u – en cas da pliras cessiuns – ad in acquistader ch’è ses successur legal.b.  Refusa dal pajament e depositArt. 168 Sch’i dat ina dispita davart la dumonda, tgi che haja il dretg d’ina tscherta pretensiun, po il debitur refusar il pajament e sa deliberar cun consegnar in deposit a la dretgira. Sch’il debitur paja, malgrà ch’el ha enconuschientscha da la dispita, fa el quai sin atgna ristga. Sche la dispita è pendenta davant dretgira e sch’il debit è scadì, po mintga partida pretender ch’il debitur depositeschia la summa debitada.c.  Objecziuns dal debiturArt. 169 Objecziuns che s’opponivan cunter las pretensiuns dal cedent po il debitur er far valair cunter l’acquistader, sch’ellas eran avant maun il mument ch’el ha survegnì enconuschientscha da la cessiun. Sch’ina cuntrapretensiun dal debitur n’è betg anc scadida per quest termin, po el tuttina la duvrar per la scuntrada, sche questa cuntrapretensiun n’è betg scadida pli tard che la pretensiun cedida.2.  Transferiment dals dretgs da privilegi e dals dretgs accessorics, da documents e da meds da cumprovaArt. 170 Cun la pretensiun vegnan transferids ils dretgs da privilegi ed ils dretgs accessorics cun excepziun da quels ch’èn colliads nunseparablamain cun la persuna dal cedent. Il cedent è obligà da consegnar a l’acquistader ils documents dal debit e tut ils mussaments ch’èn avant maun e d’al dar las infurmaziuns ch’èn necessarias per far valair las pretensiuns. I vegn supponì ch’i vegnian transferids – ensemen cun la pretensiun principala – er ils tschains da retard a l’acquistader.3.  Garanziaa.  En generalArt. 171 Sch’ina persuna ceda ina pretensiun cun l’obligaziun da surpigliar ils custs, è ella responsabla per l’existenza da la pretensiun il mument ch’ella vegn cedida. Per la solvenza dal debitur è il cedent mo responsabel, sch’el è s’obligà da star bun per quella. Sch’ina persuna ceda ina pretensiun senza l’obligaziun da surpigliar ils custs, n’è ella er betg responsabla per l’existenza da la pretensiun.b.  En cas d’ina cessiun per dar en pajament la pretensiunArt. 172Sch’in creditur ha cedì sia pretensiun cun l’intent da pajar in debit, dentant senza inditgar l’import, per il qual ella duai vegnir messa a quint, sto l’acquistader sa laschar imputar mo quella summa ch’el survegn dal debitur u ch’el avess stuì survegnir cun la premura necessaria.c.  Dimensiun da la responsabladadArt. 173 Tras sia garanzia è il cedent mo responsabel vers il debitur per la summa ch’el ha retschavì per la cessiun inclusiv ils tschains e plinavant per ils custs da la cessiun e d’acts che n’han nagin success cunter il debitur. Sch’ina pretensiun vegn transferida tras lescha sin in’autra persuna, n’è il creditur vertent responsabel ni per l’existenza da la pretensiun ni per la solvenza dal debitur.III.  Disposiziuns spezialasArt. 174Nua che la lescha prescriva disposiziuns spezialas per transferir pretensiuns, restan quellas resalvadas.B.  Surpigliada dal debitI.  Debitur e surpigliader dal debitArt. 175 Sch’ina persuna empermetta ad in debitur da surpigliar ses debit, s’oblighescha ella d’al deliberar da quest debit, saja quai cun cuntentar il creditur ubain cun daventar sezza la debitura cun il consentiment dal creditur. Il debitur na po betg sfurzar il surpigliader d’ademplir questa obligaziun, uschè ditg ch’il debitur n’ha betg ademplì vers il surpigliader las obligaziuns che derivan dal contract davart la surpigliada dal debit. Sche la deliberaziun dal debitur vegl vegn tralaschada, po quel pretender ina garanzia dal nov debitur.II.  Contract cun il creditur1.  Offerta ed acceptaziunArt. 176 Sch’ina persuna che surpiglia il debit entra en la relaziun da debit empè e cun deliberaziun dal debitur vertent, vegn quai fatg cun in contract tranter il surpigliader ed il creditur. L’offerta dal surpigliader po vegnir fatga uschia ch’el u – cun ses consentiment – ch’il debitur vertent communitgescha la surpigliada dal debit al creditur. La decleraziun dal creditur che l’offerta vegnia acceptada po vegnir fatga expressivamain u po resultar tras las circumstanzas e vegn supponida, sch’il creditur accepta senza resalvas in pajament dal surpigliader u sch’el dat ses consentiment ad in auter act dal debitur.2.  Scadenza da l’offertaArt. 177 L’offerta po vegnir acceptada da tut temp dal creditur. Il surpigliader sco er il debitur vertent pon dentant fixar in termin per il creditur per acceptar la surpigliada. Sche quest scada, vala l’acceptaziun sco refusada, sch’il creditur ha taschì. Sch’i vegn concludida – avant ch’il creditur haja acceptà l’autra surpigliada – ina nova surpigliada dal debit e sche er il nov surpigliader fa in’offerta al creditur, vegn il surpigliader precedent deliberà da sia obligaziun.III.  Effect da la midada dal debitur1.  Dretgs accessoricsArt. 178 Ils dretgs accessorics na vegnan betg pertutgads tras la midada dal debitur, uschenavant ch’els n’èn betg colliads nunseparablamain cun la persuna dal debitur vertent. Terzas persunas che han constituì pegns sco er cauziuns per il debit restan dentant vinavant responsablas vers il creditur mo, sch’ellas han dà lur consentiment a la surpigliada dal debit.2.  ObjecziunsArt. 179 Il nov debitur ha ils medems dretgs sco il debitur vertent da far objecziuns che naschan tras la relaziun da debit. Las objecziuns ch’il debitur vertent ha fatg persunalmain cunter il creditur na po il nov debitur betg far cunter quest, uschenavant ch’i na resulta betg insatge auter tras il contract cun il creditur. Il surpigliader na po betg far valair las objecziuns cunter il creditur, ch’el ha il dretg da far cunter il debitur sin basa da las relaziuns giuridicas che resultan tras la surpigliada dal debit.IV.  Annullaziun dal contract davart la surpigliada dal debitArt. 180 Sch’in contract davart la surpigliada dal debit vegn annullà, nascha puspè l’obligaziun da l’anteriur debitur cun tut ils dretgs accessorics, dentant cun resalva dals dretgs da terzas persunas da buna fai. Ultra da quai po il creditur pretender dal surpigliader ch’il donn ch’el ha subì en consequenza da la perdita d’anteriuras garanzias u da chaussas sumegliantas vegnia indemnisà, uschenavant ch’il surpigliader na po betg cumprovar ch’el na portia nagina culpa per l’annullaziun da la surpigliada dal debit e per il donn ch’è vegnì chaschunà tras quai al creditur.V.  Surpigliada d’ina facultad u d’ina fatschentaArt. 181 Tgi che surpiglia ina facultad u ina fatschenta cun las activas e cun las passivas s’oblighescha senza auter vers ils crediturs per ils debits correspundents, e quai uschespert ch’el ha dà enconuschent la surpigliada als crediturs u ha fatg enconuschent quai en ils fegls publics. Il debitur vertent resta dentant responsabel solidaricamain cun il nov debitur durant 3 onns che cumenzan per pretensiuns scadidas cun la communicaziun u cun la publicaziun e per pretensiuns che scadan pli tard cun il di da la scadenza. Dal rest ha questa surpigliada dal debit il medem effect sco la surpigliada d’in singul debit. La surpigliada da la facultad u da la fatschenta da societads commerzialas, d’associaziuns, d’uniuns, da fundaziuns e d’interpresas singulas ch’èn inscrittas en il register da commerzi sa drizza tenor las prescripziuns da la Lescha dals 3 d’october 2003 davart la fusiun. Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, en vigur dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337). SR 221.301 Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun (AS 2004 2617; BBl 2000 4337). Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).VI.  ...Art. 182 Abolì tras la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, cun effect dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).VII. Partiziun  d’ierta ed alienaziun da bains immobigliarsArt. 183Las disposiziuns spezialas che concernan la surpigliada dal debit tar la partiziun d’ierta e tar l’alienaziun da bains immobigliars impegnads restan resalvadas.Segunda partiziun:  Las singulas relaziuns contractualasSisavel titel:  Cumpra e baratEmprim chapitel:  Disposiziuns generalasA.  Dretgs ed obligaziuns en generalArt. 184 Cun il contract da cumpra s’oblighescha il vendider da surdar l’object da cumpra al cumprader e da procurar per quel la proprietad vi da quest object, ed il cumprader da pajar il pretsch da cumpra al vendider. Sch’i n’exista betg ina cunvegna u ina isanza cuntraria, èn il vendider ed il cumprader obligads d’ademplir lur prestaziuns a medem temp. Il pretsch è determinà suffizientamain, sch’el è definibel tenor las circumstanzas.B.  Profit e privelArt. 185 Premess ch’i na resulta betg in’excepziun tras relaziuns u tras cunvegnas spezialas, vegnan il profit ed il privel da la chaussa transferids sin l’acquistader il mument ch’il contract vegn fatg. Sche la chaussa vendida è determinada mo tenor il gener, sto ella ultra da quai vegnir zavrada e – sch’ella duai vegnir spedida – sto ella esser consegnada per la spediziun. Tar contracts ch’èn vegnids fatgs cun ina cundiziun suspensiva, vegnan il profit ed il privel da la chaussa vendida transferids sin l’acquistader pir cur che la cundiziun s’ademplescha.C.  Resalva da la legislaziun chantunalaArt. 186I resta resalvà a la legislaziun chantunala da limitar u d’excluder la pussaivladad da purtar plant cunter pretensiuns che resultan tras la vendita en detagl da bavrondas alcoholicas, inclusiv las pretensiuns per expensas che vegnan fatgas en ustarias.Segund chapitel:  La cumpra da bains movibelsA.  ObjectArt. 187 Sco cumpra da bains movibels vegn considerada mintga cumpra che n’ha betg per object ina immobiglia u in dretg ch’è vegnì inscrit sco bain immobigliar en il register funsil. Parts integralas d’in bain immobigliar, sco fritgs u material da demoliziuns u da chavas da crappa, èn l’object d’ina cumpra da bains movibels, sch’ellas duain vegnir transferidas sin l’acquistader sco chaussa movibla suenter ch’ellas èn vegnidas separadas dal sulom.B.  Obligaziuns dal vendiderI.  Surdada1.  Custs da la surdadaArt. 188Sch’i n’exista betg ina cunvegna u ina isanza cuntraria, porta il vendider ils custs da la surdada, en spezial ils custs dal mesirar e dal pasar, il cumprader percunter ils custs da la documentaziun e da la surpigliada.2.  Custs da transportArt. 189 Sche la chaussa vendida sto vegnir spedida en in auter lieu che quel da l’adempliment, porta il cumprader ils custs da transport, nun ch’igl existia ina cunvegna u ina isanza cuntraria. Sch’igl è vegnì concludì ina spediziun gratuita, vegni supponì ch’il vendider haja surpiglià ils custs da transport. Sch’igl è vegnì concludì ina spediziun gratuita senza dazi, valan ils dazis d’export, da transit e d’import che vegnan incassads durant il transport – dentant betg las taglias da consum che vegnan incassadas cur che la chaussa vegn prendida en consegna – sco pajads.3.  Retard da la surdadaa.  Retratga en il traffic commerzialArt. 190 Sch’igl è vegnì concludì in tschert termin da furniziun en il traffic commerzial e sch’il vendider è en retard, vegni supponì ch’il cumprader renunzia a la furniziun e pretendia ina indemnisaziun dal donn, perquai ch’il contract n’è betg vegnì ademplì. Sch’il cumprader preferescha da pretender la furniziun, ha el da communitgar quai al vendider immediatamain suenter la scadenza dal termin.b.  Obligaziun da prestar ina indemnisaziun e calculaziun dal donnArt. 191 Sch’il vendider n’ademplescha betg sias obligaziuns contractualas, sto el indemnisar il donn che resulta tras quai al cumprader. Sco ses donn en il traffic commerzial po il cumprader far valair la differenza tranter il pretsch da cumpra ed il pretsch ch’el ha pajà da buna fai per remplazzar la chaussa che n’è betg vegnida furnida. Tar rauba che ha in pretsch da martgà u da bursa po el – senza acquistar il remplazzament – pretender sco indemnisaziun dal donn la differenza tranter il pretsch fixà en il contract ed il pretsch il mument da l’adempliment.II.  Garanzia areguard la privaziun1.  Obligaziun da dar garanziaArt. 192 Il vendider sto garantir ch’ina terza persuna na possia betg privar il cumprader per part u dal tuttafatg da l’object da cumpra per motivs giuridics ch’existivan gia il mument cur ch’il contract è vegnì fatg. Sch’il cumprader enconuscheva il privel da la privaziun il mument ch’il contract è vegnì fatg, sto il vendider mo garantir per l’object da cumpra, uschenavant ch’el è s’obligà explicitamain da far quai. Ina cunvegna che abolescha u che limitescha l’obligaziun da dar garanzia na vala betg, sch’il vendider ha taschentà intenziunadamain il dretg da la terza persuna.2.  Proceduraa.  Denunzia da la dispitaArt. 193 Las premissas e consequenzas da la denunzia da la dispita sa drizzan tenor la Procedura civila. Sche la denunzia da la dispita è vegnida tralaschada dal vendider senza motiv, vegn quel deliberà da l’obligaziun da dar ina garanzia, uschenavant ch’el po cumprovar ch’i fiss stà pussaivel da cuntanscher in resultat pli favuraivel dal process, sche la dispita fiss vegnida denunziada a temp.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).SR 272b.  Renconuschientscha dal dretg d’ina terza persuna senza decisiun giudizialaArt. 194 L’obligaziun dal vendider da dar ina garanzia exista er, sche sch’il cumprader – senza ch’el laschia vegnir ad ina decisiun giudiziala – ha renconuschì il dretg da la terza persuna en buna fai u sch’el è sa suttamess ad ina dretgira da cumpromiss, sch’il vendider è vegnì smanatschà ad ura cun quella dretgira e sch’el è vegnì envidà senza success d’acceptar il process. Questa obligaziun exista er, sch’il cumprader cumprova ch’el saja stà obligà da dar ora la chaussa.3.  Dretgs dal cumpradera.  En cas d’ina privaziun totalaArt. 195 En cas d’ina privaziun totala sto il contract da cumpra vegnir considerà sco abolì ed il cumprader ha il dretg da pretender:1. la restituziun dal pretsch pajà inclusiv tschains, dal qual èn vegnids deducids ils fritgs ch’el ha racoltà u ha negligì da racoltar e las ulteriuras utilisaziuns;2. l’indemnisaziun da las expensas ch’el ha fatg per la chaussa, uschenavant che questa indemnisaziun n’è betg obtegnibla da la terza persuna che ha quest dretg;3. l’indemnisaziun da tut ils custs giudizials ed extragiudizials ch’èn vegnids chaschunads tras il process, cun excepziun da quels custs che avessan pudì vegnir evitads, sche la dispita fiss vegnida denunziada;4. l’indemnisaziun da l’ulteriur donn ch’è vegnì chaschunà directamain tras la privaziun. Il vendider è er obligà d’indemnisar l’ulteriur donn, sch’el na cumprova betg, ch’el na saja betg la culpa.b.  En cas d’ina privaziun parzialaArt. 196 Sch’il cumprader vegn privà mo d’ina part da l’object da cumpra u sche la chaussa vendida è engrevgiada tras ina grevezza reala, per la quala il vendider sto garantir, na po il cumprader betg pretender ch’il contract vegnia abolì, mabain mo ch’i vegnia indemnisà quel donn ch’è vegnì chaschunà tras questa privaziun. Sch’ins sto dentant supponer a norma da las circumstanzas ch’il cumprader n’avess betg fatg il contract, sch’el avess previs la privaziun parziala, ha el il dretg da pretender l’aboliziun dal contract. En quest cas sto el restituir al vendider la part da l’object da cumpra che n’è betg vegnì privà, inclusiv il profit ch’è vegnì fatg en il fratemp.c.  En cas da bains culturalsArt. 196aPer bains culturals en il senn da l’artitgel 2 alinea 1 da la Lescha federala dals 20 da zercladur 2003 davart il transferiment internaziunal da bains culturals surannescha il plant sin garanzia areguard la privaziun 1 onn, suenter ch’il cumprader ha scuvrì la mancanza, en mintga cas dentant 30 onns suenter la conclusiun dal contract. Integrà tras l’art. 32 cifra 2 da la LF dals 20 da zer. 2003 davart il transferiment da bains culturals, en vigur dapi il 1. da zer. 2005 (AS 2005 1869; BBl 2002 535). SR 444.1III.  Garanzia pervia da mancanzas da la chaussa1.  Object da la garanziaa.  En generalArt. 197 Il vendider è responsabel vers il cumprader tant per las qualitads garantidas sco er che la chaussa n’haja betg mancanzas materialas u giuridicas che aboleschan sia valur u sia abilitad per il diever previs ubain che reduceschan quellas considerablamain. Il vendider è er alura responsabel, sch’el n’ha betg enconuschì las mancanzas.b.  Tar il commerzi da muvelArt. 198Tar il commerzi da muvel (chavals, asens, mils, arments, nursas, chauras e portgs) exista in’obligaziun da dar ina garanzia mo, uschenavant ch’il vendider l’ha dà en scrit al cumprader u uschenavant ch’el ha engianà quel intenziunadamain.2.  Exclusiun da la garanziaArt. 199Ina cunvegna che abolescha u che limitescha l’obligaziun da dar garanzia na vala betg, sch’il vendider ha taschentà malignamain al cumprader las mancanzas da la chaussa.3.  Mancanzas ch’il cumprader ha enconuschìArt. 200 Il vendider n’è betg responsabel per mancanzas ch’il cumprader ha enconuschì il mument da la cumpra. Per mancanzas ch’il cumprader avess stuì realisar, sch’el fiss stà attent en moda normala, è il vendider mo responsabel, sch’el ha garantì ch’ellas n’existian betg.4.  Reclamaziun da mancanzasa.  En generalArt. 201 Il cumprader duai examinar il stadi da la chaussa retschavida, uschespert che quai è inditgà tenor l’isanza commerziala, e sch’el po constatar mancanzas, per las qualas il vendider ha da garantir, sto el annunziar quai immediatamain a tal. Sch’il cumprader tralascha quai, vala la chaussa cumprada sco acceptada, sch’i na sa tracta betg da mancanzas che n’han betg pudì vegnir constatadas a chaschun da l’examinaziun usitada. Sche talas mancanzas sa mussan pli tard, sto l’annunzia vegnir fatga immediatamain suenter la scuverta, cas cuntrari vala la chaussa sco acceptada er areguard questas mancanzas.b.  Tar il commerzi da muvelArt. 202 Sche la garanzia en scrit tar il commerzi da muvel na cuntegna betg in termin e sch’i na sa tracta betg da la garanzia che l’animal saja purtant, è il vendider responsabel vers il cumprader mo, sche la mancanza vegn scuverta e sche l’avis correspundent vegn fatg entaifer 9 dis dapi la surdada u dapi il retard da l’acceptaziun e sch’i vegn pretendì entaifer il medem termin tar l’autoritad cumpetenta che l’animal vegnia examinà d’experts. L’expertisa dals experts vegn valitada dal derschader tenor ses appreziar. Dal rest vegn la procedura reglada tras in’ordinaziun dal Cussegl federal.5.  Engion intenziunàArt. 203Sch’il vendider engiona intenziunadamain il cumprader, na datti betg ina restricziun da la garanzia per il cas che l’annunzia vegn tralaschada.6.  Procedura tar la vendita a distanzaArt. 204 Sche la chaussa che vegn spedida d’in auter lieu vegn contestada e sch’il vendider n’ha betg in represchentant al lieu da la retschavida, è il cumprader obligà da procurar che la chaussa vegnia conservada ad interim; el na dastga betg senza auter respedir la chaussa al vendider. El duai laschar constatar immediatamain il causal, cas cuntrari sto el cumprovar che las mancanzas pretendidas eran avant maun gia il mument che la chaussa è vegnida retschavida. Sch’igl exista il privel che la chaussa ch’è vegnida spedida pudess ir spertamain en malura, ha il cumprader il dretg ed è – uschenavant ch’ils interess dal vendider pretendan quai – obligà da la laschar vender cun la cooperaziun dals uffizis cumpetents dal lieu, nua che la chaussa sa chatta; el ha dentant da communitgar quai uschè svelt sco pussaivel al vendider, per evitar da stuair indemnisar eventuals donns.7.  Cuntegn dal plant dal cumpradera.  Annullaziun da la vendita u reducziun dal pretschArt. 205 Sch’igl è avant maun in cas da garanzia pervia da mancanzas da la chaussa, ha il cumprader la tscherna d’annullar la cumpra cun in plant da redebitaziun u da pretender cun in plant da reducziun che la valur reducida da la chaussa vegnia indemnisada. Er sch’il plant da redebitaziun è vegnì fatg, è il derschader liber da decider che la valur reducida da la chaussa vegnia indemnisada, sche las circumstanzas na giustifitgeschan betg d’annullar la cumpra. Sche la valur reducida che vegn pretendida correspunda al pretsch da cumpra, po il cumprader mo pretender l’annullaziun.b.  Prestaziun d’ina indemnisaziunArt. 206 Sche la cumpra cumpiglia la spediziun d’ina tscherta quantitad da chaussas remplazzablas, po il cumprader tscherner, sch’el vul far u in plant da redebitaziun u in plant da reducziun ubain sch’el vul pretender autra rauba da medem gener che n’ha naginas mancanzas. Sche las chaussas n’èn betg vegnidas spedidas d’in auter lieu al cumprader, ha er il vendider il dretg – furnind immediatamain al cumprader rauba da medem gener che n’ha naginas mancanzas ed indemnisond tut ils donns – da sa deliberar da mintga ulteriur dretg dal cumprader.c.  Annullaziun da la vendita en cas che la chaussa va a perderArt. 207 L’annullaziun po vegnir pretendida er alura, sche la chaussa è ida en malura pervia da sias mancanzas u per casualitad. En quest cas sto il cumprader restituir mo quai ch’è restà ad el da la chaussa. Sche la chaussa è ida en malura pervia da la culpa dal cumprader ubain sch’ella è vegnida vendida u transfurmada vinavant, po el mo pretender che la valur reducida vegnia indemnisada.8.  Effects da l’annullaziun da la venditaa.  En generalArt. 208 Sche la cumpra vegn annullada, sto il cumprader restituir la chaussa al vendider, inclusiv il profit ch’è vegnì fatg en il fratemp. Il vendider sto restituir il pretsch da cumpra ch’è vegnì pajà inclusiv tschains ed indemnisar plinavant – confurm a las prescripziuns davart la privaziun totala – ils custs da process, las expensas ed il donn ch’il cumprader ha subì directamain pervia da la spediziun da rauba cun mancanzas. Il vendider è obligà d’indemnisar l’ulteriur donn, sch’el na cumprova betg ch’el n’haja nagina culpa.b.  En cas d’ina vendita da pliras chaussasArt. 209 Sche mo singulas parts da chaussas ch’èn vegnidas vendidas ensemen u sche singulas parts d’ina chaussa entira ch’è vegnida vendida han mancanzas, po vegnir pretendida mo l’annullaziun da las parts manglusas. Sche las parts manglusas na sa laschan betg separar da las parts che n’han naginas mancanzas senza dischavantatgs considerabels per il cumprader u per il vendider, sto l’annullaziun vegnir extendida sin l’entir object da cumpra. L’annullaziun da la chaussa principala ha per consequenza che er la chaussa secundara vegn annullada, e quai er, sch’igl è vegnì fixà in pretsch spezial per la chaussa secundara, l’annullaziun da la chaussa secundara n’ha dentant betg per consequenza che er la chaussa principala vegn annullada.9.  SurannaziunArt. 210 Ils plants sin garanzia pervia da mancanzas da la chaussa suranneschan 2 onns suenter ch’ella è vegnida consegnada al cumprader, er sche quel scuvra las mancanzas pli tard, nun ch’il vendider haja surpiglià ina responsabladad per in temp pli lung. Il termin importa 5 onns, sche las mancanzas d’ina chaussa ch’è vegnida integrada tenor las disposiziuns en in’ovra immovibla, han chaschunà la manglusitad da l’ovra. Per bains culturals en il senn da l’artitgel 2 alinea 1 da la Lescha federala dals 20 da zercladur 2003 davart il transferiment da bains culturals surannescha il plant 1 onn suenter ch’il cumprader ha scuvrì la mancanza, en mintga cas dentant 30 onns suenter la conclusiun dal contract. Ina cunvegna davart la reducziun dal termin da surannaziun n’è betg valaivla:a. sch’ella reducescha il termin da surannaziun a main che 2 onns, tar chaussas da segund maun a main che 1 onn;b. sche la chaussa è destinada al diever persunal u famigliar dal cumprader; ec. sch’il vendider agescha en il rom da sia activitad professiunala u commerziala. Las objecziuns dal cumprader pervia da mancanzas existentas restan, sche l’annunzia prescritta è vegnida fatga al vendider entaifer il termin da surannaziun. Il vendider na po betg far valair la surannaziun, sch’i vegn cumprovà ch’el haja engianà intenziunadamain il cumprader. Quai na vala betg per il termin da 30 onns tenor l’alinea 3. Versiun tenor la cifra I da la LF dals 16 da mars 2012 (termins da surannaziun dals dretgs da garanzia; prolungaziun e coordinaziun), en vigur dapi il 1. da schan. 2013 (AS 2012 5415; BBl 2011 2889 3903). SR 444.1C.  Obligaziuns dal cumpraderI.  Pajar il pretsch e surpigliar la chaussaArt. 211 Il cumprader è obligà da pajar il pretsch tenor las disposiziuns dal contract e da surpigliar la chaussa cumprada, sche quella vegn purschida dal vendider confurm al contract. La chaussa sto vegnir surpigliada immediatamain, nun ch’igl existia ina cunvegna u ina isanza cuntraria.II.  Fixar il pretsch da cumpraArt. 212 Sch’il cumprader ha empustà definitivamain senza numnar il pretsch, vegni supponì ch’i saja manegià il pretsch mesaun dal martgà che vala per il temp e per il lieu da l’adempliment. Sch’il pretsch da cumpra sto vegnir calculà tenor il pais da la rauba, vegn deducì il pais da l’emballadi (tara). Resalvadas restan las isanzas commerzialas spezialas, tenor las qualas il pretsch da tscherts artitgels da commerzi vegn calculà cun ina deducziun fixa dal pais brut u cun ina deducziun tenor pertschients ubain tenor las qualas tut il pais brut vegn mess a quint tar la calculaziun dal pretsch.III.  Scadenza e tschainsida dal pretsch da cumpraArt. 213 Sch’i n’è betg definì in auter termin, sto il pretsch da cumpra vegnir pajà il mument che l’object da cumpra mida en il possess dal cumprader. Abstrahà da la prescripziun davart il retard pervia da la scadenza d’in tschert termin fixà, vegn il pretsch da cumpra tschainsì senza admoniziun, sche quai è usità uschia u sch’il cumprader po retrair fritgs u auters retgavs da l’object da cumpra.IV.  Retard dal cumprader1.  Dretg dal vendider da sa retrairArt. 214 Sche la chaussa vendida sto vegnir surdada cunter pajament anticipà dal pretsch u a medem temp e sch’il cumprader è en retard cun pajar il pretsch da cumpra, ha il vendider il dretg da sa retrair senza auter dal contract. Sch’el vul dentant far diever da ses dretg da sa retrair, sto el annunziar quai immediatamain al cumprader. Sche l’object da cumpra è ì en il possess dal cumprader avant ch’il pretsch è vegnì pajà, po il vendider sa retrair dal contract, perquai ch’il cumprader è en retard, e pretender enavos la chaussa surdada, sch’el è sa resalvà expressivamain quest dretg.2.  Indemnisaziun e calculaziun dal donnArt. 215 Sch’il cumprader n’ademplescha betg sia obligaziun da pajar en il traffic commerzial, ha il cumprader il dretg da calcular ses donn sin basa da la differenza tranter il pretsch da cumpra ed il pretsch, per il qual el ha vendì vinavant la chaussa da buna fai. Tar rauba che ha in pretsch da martgà u da bursa po el pretender – senza avair vendì vinavant la chaussa – sco indemnisaziun dal donn la differenza tranter il pretsch fixà en il contract ed il pretsch da martgà u da bursa il mument da l’adempliment.Terz chapitel:  La cumpra da bains immobigliarsA.  Prescripziuns da la furma dal contractArt. 216 Contracts da cumpra che han per object in bain immobigliar basegnan ina documentaziun publica per esser valaivels. Contracts preliminars sco er contracts che motiveschan in dretg da precumpra, in dretg da cumpra u in dretg da recumpra d’in bain immobigliar basegnan ina documentaziun publica per esser valaivels. Contracts davart in dretg da precumpra che na fixeschan betg ordavant il pretsch da cumpra èn valaivels en furma scritta.Versiun tenor la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).Versiun tenor la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).A.  Limitaziun temporara e prenotaziunArt. 216aIls dretgs da precumpra e da recumpra dastgan vegnir concludids e prenotads en il register funsil per maximalmain 25 onns, dretgs da cumpra per maximalmain 10 onns.Integrà tras la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).A.  Transmissibladad tras ierta e cessiunArt. 216b Sch’i n’è betg vegnì concludì insatge auter, èn ils dretgs da precumpra, da cumpra e da recumpra transmissibels tras ierta, dentant betg cedibels. Sche la cessiun è admissibla tenor contract, basegna ella la medema furma sco la motivaziun.Integrà tras la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).A.  Dretg da precumpraI.  Cas da precumpraArt. 216c Il dretg da precumpra po vegnir fatg valair, sch’il bain immobigliar vegn vendì, sco er tar mintga auter act giuridic che correspunda economicamain ad ina vendita (cas da precumpra). Betg sco cas da precumpra na valan en spezial l’assegnaziun ad in ertavel en la partiziun d’ierta, l’ingiant sfurzà e l’acquist per ademplir incumbensas publicas.Integrà tras la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).II.  Effects dal cas da precumpra, cundiziunsArt. 216d Il vendider sto infurmar il titular dal dretg da precumpra davart la conclusiun e davart il cuntegn dal contract da cumpra. Sch’il contract da cumpra vegn abolì suenter ch’igl è vegnì fatg diever dal dretg da precumpra u sch’i vegn refusada ina permissiun ch’è necessaria per motivs che han da far cun la persuna dal cumprader, n’ha quai nagin effect visavi il titular dal dretg da precumpra. Sch’il contract da precumpra na prevesa nagut auter, po il titular dal dretg da precumpra acquistar il bain immobigliar per las cundiziuns ch’il vendider ha concludì cun la terza persuna.Integrà tras la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).III.  Diever dal dretg, perditaArt. 216eSch’il titular dal dretg da precumpra vul far diever da ses dretg, sto el far valair quel entaifer 3 mais vers il vendider ubain – sche quest dretg è prenotà en il register funsil – vers il proprietari. Il termin cumenza cun l’enconuschientscha da la conclusiun e dal cuntegn dal contract.Integrà tras la cifra II da la LF dals 4 d’oct. 1991 davart la revisiun parziala dal Cudesch civil svizzer (dretgs reals immobigliars) e dal Dretg d’obligaziuns (cumpra da bains immobigliars), en vigur dapi il 1. da schan. 1994 (AS 1993 1404; BBl 1988 III 953).B.  Cumpra cun cundiziuns e resalva da la proprietadArt. 217 Sche la cumpra da bains immobigliars è vegnida concludida cun cundiziuns, vegn l’inscripziun en il register funsil fatga pir, cur che la cundiziun è ademplida. L’inscripziun d’ina resalva da la proprietad è exclusa.C.  Bains immobigliars agriculsArt. 218Per l’alienaziun da bains immobigliars agriculs vala ultra da quai la Lescha federala dals 4 d’october 1991 davart il dretg funsil puril.Versiun tenor l’art. 92 cifra 2 da la LF dals 4 d’oct. 1991 davart il dretg funsil puril, en vigur dapi il 1. da schan. 1994 (AS 1993 1410; BBl 1988 III 953).SR 211.412.11D.  GaranziaArt. 219 Il vendider d’in bain immobigliar sto – cun resalva d’autras cunvegnas – indemnisar il cumprader, sch’il bain immobigliar n’ha betg la dimensiun ch’è inditgada en il contract da vendita. Sch’in bain immobigliar n’ha betg la dimensiun ch’è inditgada en il register funsil sin basa da la mesiraziun uffiziala, sto il vendider indemnisar il cumprader mo, sch’el ha surpiglià explicitamain la garanzia per quai. L’obligaziun da dar ina garanzia per las mancanzas d’in edifizi surannescha suenter 5 onns, quintads a partir da l’acquist da la proprietad.E.  Profit e privelArt. 220Sch’igl è fixà en il contract in tschert termin, per il qual il cumprader surpiglia il bain immobigliar, vegni supponì ch’il profit e ch’il privel vegnian transferids sin il cumprader pir per quest termin.F.  Renviament a la cumpra da bains movibelsArt. 221Per la cumpra d’in bain immobigliar vegnan dal rest applitgadas correspundentamain las disposiziuns davart la cumpra da bains movibels.Quart chapitel:  Geners spezials da la cumpraA.  Cumpra tenor musterArt. 222 Tar la cumpra tenor muster n’è quella persuna, a la quala il muster è vegnì consegnà, betg obligada da cumprovar l’identitad dal muster ch’ella ha preschentà cun quel ch’ella ha retschavì. I basta dentant sia decleraziun persunala davant dretgira e quai er, sch’il muster na vegn betg pli preschentà en la furma ch’el aveva il mument da la surdada e sche questa midada è la consequenza necessaria da l’examinaziun dal muster. En mintga cas ha la cuntrapartida il dretg da cumprovar ch’il muster na saja betg autentic. Sch’il muster è vegnì ruinà u sch’el è ì en malura tar il cumprader, e quai er senza sia culpa, n’ha betg il vendider da cumprovar che la chaussa correspundia al muster, mabain ha il cumprader da cumprovar il cuntrari.B.  Cumpra sin emprova u sin examinaziunI.  NoziunArt. 223 Sch’igl è vegnida concludida ina cumpra sin emprova u sin examinaziun, statti liber al cumprader d’acceptar u da refusar la chaussa. Uschè ditg che la chaussa n’è betg acceptada, resta ella en la proprietad dal vendider, er sch’ella è ida en il possess dal cumprader.II.  Examinaziun tar il vendiderArt. 224 Sche l’examinaziun da la chaussa sto vegnir fatga tar il vendider, n’è quel betg pli lià, sch’il cumprader n’accepta betg la chaussa entaifer il termin ch’è vegnì concludì u ch’è usità. Sch’i manca in tal termin, po il vendider pretender dal cumprader – suenter ch’in temp adequat è passà – da declerar, sch’el veglia acceptar la chaussa; el n’è betg pli lià, sch’il cumprader na dat betg immediatamain questa decleraziun.III.  Examinaziun tar il cumpraderArt. 225 Sche la chaussa è vegnida surdada al cumprader avant l’examinaziun, vala la cumpra sco acceptada, sch’il cumprader na declera betg ch’el refusia la chaussa ubain sch’el na restituescha betg la chaussa entaifer il termin ch’è fixà en il contract u ch’è usità ubain – sch’in tal termin manca – immediatamain suenter ch’el è vegnì intimà dal vendider. La cumpra vala er sco acceptada, sch’il cumprader paja il pretsch dal tuttafatg u per part – e quai senza resalvas – u dispona da la chaussa en in’autra moda che quella ch’è necessaria per l’examinaziun.C.  ...Art. 226Abolì tras la cifra I da la LF dals 23 da mars 1962, cun effect dapi il 1. da schan. 1963 (AS 1962 1047; BBl 1960 I 523).Art. 226a226dIntegrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra II 1 da l’agiunta 2 da la LF dals 23 da mars 2001 davart credits da consum, cun effect dapi il 1. da schan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 226eIntegrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra I da la LF dals 14 da dec. 1990, cun effect dapi il 1. da fan. 1991 (AS 1991 974; BBl 1989 III 1233, 1990 I 120).Art. 226f 226kIntegrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra II 1 da l’agiunta 2 da la LF dals 23 da mars 2001 davart credits da consum, cun effect dapi il 1. da schan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 226l Integrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, cun effect dapi il 1. da schan. 2003 (AS 2000 2355; BBl 1999 III 2829).Art. 226mIntegrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra II 1 da l’agiunta 2 da la LF dals 23 da mars 2001 davart credits da consum, cun effect dapi il 1. da schan. 2003 (AS 2002 3846; BBl 1999 III 3155).Art. 227Abolì tras la cifra I da la LF dals 23 da mars 1962, cun effect dapi il 1. da schan. 1963 (AS 1962 1047; BBl 1960 I 523).Art. 227a–227iIntegrà tras la cifra I da la LF dals 23 da mars 1962 (AS 1962 1047; BBl 1960 I 523). Abolì tras la cifra I da la LF dals 13 da dec. 2013 (aboliziun da las disposiziuns davart il contract da pajament anticipà), cun effect dapi il 1. da fan. 2014 (AS 2014 869; BBl 2013 4631 5793).Art. 228Abolì tras la cifra I da la LF dals 13 da dec. 2013 (aboliziun da las disposiziuns davart il contract da pajament anticipà), cun effect dapi il 1. da fan. 2014 (AS 2014 869; BBl 2013 4631 5793).D.  IngiantI.  Conclusiun da la cumpraArt. 229 En cas d’in ingiant sfurzà vegn il contract da cumprà concludì tras quai ch’il funcziunari che fa l’ingiant agiuditgescha l’object a l’offerent. Il contract da cumpra tar in ingiant voluntar ch’è vegnì annunzià publicamain e tar il qual mintgin po offrir vegn concludì tras quai che l’alienader declera l’agiudicaziun. Uschè ditg che in’autra voluntad da l’alienader na vegn betg rendida enconuschenta, è la persuna che maina l’ingiant autorisada d’agiuditgar l’object a quella persuna che ha fatg l’offerta la pli auta.II.  ContestaziunArt. 230 Sche l’ingiant è vegnì influenzà en moda illegala u en ina moda che cuntrafa a la buna morala, po mintga persuna interessada contestar la valaivladad da l’ingiant entaifer 10 dis. En cas d’in ingiant sfurzà sto la contestaziun vegnir inoltrada tar l’autoritad da surveglianza, en ils auters cas tar il derschader.III.  Co che l’offerent è lià1.  En generalArt. 231 L’offerent è lià vi da sia offerta a norma da las cundiziuns da l’ingiant. Sche questas cundiziuns na prescrivan nagut auter, vegn el puspè liber, sch’i vegn fatga in’offerta pli auta u sche sia offerta na vegn betg acceptada immediatamain suenter il clom usità.2.  Tar bains immobigliarsArt. 232 Tar bains immobigliars sto il consentiment u la refusa vegnir dà durant l’ingiant sez. Resalvas, tras las qualas l’offerent vegn obligà da mantegnair sia offerta sur l’acziun da l’ingiant or, èn nunvalaivlas, uschenavant ch’i na sa tracta betg d’in ingiant sfurzà u d’in cas, tar il qual la vendita sto vegnir approvada d’ina autoritad.IV.  Pajament en daner blutArt. 233 L’offerent ha da pajar en daner blut, nun che las cundiziuns da l’ingiant prevesian insatge auter. L’alienader po sa retrair immediatamain da la vendita, sch’i na vegn betg pajà en daner blut u tenor las cundiziuns da l’ingiant.V.  GaranziaArt. 234 Tar l’ingiant sfurzà na vegn betg dada ina garanzia, cun excepziun da garanzias spezialas u d’engions intenziunads dals offerents. L’offerent acquista la chaussa en il stadi, cun ils dretgs e cun las grevezzas che resultan tras registers publics u tras las cundiziuns da l’ingiant u ch’existan tras lescha. En cas d’in ingiant public voluntar è l’alienader responsabel sco in auter vendider, po dentant refusar per sasez tuttas garanzias en las cundiziuns da l’ingiant che vegnan communitgadas publicamain, cun excepziun da la responsabladad per engion intenziunà.VI.  Transiziun da la proprietadArt. 235 L’offerent acquista la proprietad vi d’in bain movibel ingiantà il mument che quel vegn agiuditgà ad el, vi d’in bain immobigliar dentant pir cun l’inscripziun en il register funsil. Sin basa dal protocol da l’ingiant ha l’autoritad d’ingiant dad annunziar immediatamain l’agiudicaziun a l’administratur dal register funsil per l’inscripziun. Resalvadas restan las prescripziuns davart l’acquist da proprietad a chaschun d’ingiants sfurzads.VII.  Prescripziuns chantunalasArt. 236Entaifer ils limits da la legislaziun federala pon ils chantuns fixar ulteriuras prescripziuns davart l’ingiant public.Tschintgavel chapitel:  Il contract da baratA.  Renviament a la cumpraArt. 237Per il contract da barat vegnan applitgadas las prescripziuns davart il contract da cumpra en quel senn che mintga partida contrahenta vegn tractada sco vendidra en quai che pertutga la chaussa che vegn empermessa dad ella e sco cumpradra en quai che pertutga la chaussa che vegn empermessa ad ella.B.  GaranziaArt. 238Sche la chaussa barattada vegn prendida davent u restituida pervia da sias mancanzas, ha la partida donnegiada la tscherna da pretender ina indemnisaziun u da pretender enavos la chaussa barattada.Settavel titel:  La donaziunA.  Cuntegn da la donaziunArt. 239 Sco donaziun vala mintga assegnaziun tranter persunas vivas, cun la quala ina persuna enritgescha in’autra or da sia atgna facultad senza cuntraprestaziun correspundenta. Tgi che renunzia a ses dretg avant che l’avair acquistà u tgi che refusa ina ierta n’ha betg fatg ina donaziun. L’adempliment d’ina obligaziun morala na vegn betg considerà sco donaziun.B.  Abilitad persunalaI.  Dal donaturArt. 240 Tgi ch’è abel d’agir po disponer da sia facultad faschond donaziuns, nun ch’il dretg dals bains matrimonials u il dretg d’ierta la restrenschian. Da la facultad d’ina persuna inabla d’agir dastgan vegnir concedids mo regals occasiunals usitads. La responsabladad da la represchentanza legala resta resalvada. ... Versiun tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001). Abolì tras la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), cun effect dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001).II.  Dal donatariArt. 241 Acceptar ina donaziun ed acquistar ina donaziun en moda giuridicamain valaivla po er ina persuna che n’è betg abla d’agir, premess ch’ella saja abla da giuditgar. La donaziun n’è dentant betg acquistada u vegn annullada, sche la represchentanza legala scumonda da l’acceptar u ordinescha ch’ella stoppia vegnir restituida.C.  Constituziun da la donaziunI.  Donaziun da maun a maunArt. 242 Ina donaziun da maun a maun vegn fatga cun surdar la chaussa dal donatur al donatari. Sch’i sa tracta da proprietad funsila u da dretgs reals vi da bains immobigliars, daventa ina donaziun pir valaivla cun l’inscripziun en il register funsil. Questa inscripziun premetta in’empermischun da donaziun valaivla.II.  Empermischun da donaziunArt. 243 L’empermischun da donaziun è mo valaivla, sch’ella è vegnida fixada en scrit. Sche bains immobigliars u sche dretgs reals vi da tals èn l’object da la donaziun, sto vegnir fatga ina documentaziun publica, per che la donaziun saja valaivla. Cur che l’empermischun da donaziun è exequida, vegn ella giuditgada sco donaziun da maun a maun.III.  Effects da l’acceptaziunArt. 244Tgi che surdat insatge ad in’autra persuna cun l’intent da far ina donaziun po da tut temp revocar sia decisiun, uschè ditg che la donaziun n’è anc betg vegnida acceptada dal donatari, e quai er sch’el ha effectivamain separà la donaziun da sia facultad.D.  Cundiziuns e pretensiunsI.  En generalArt. 245 La donaziun po vegnir colliada cun cundiziuns u cun pretensiuns. Sche l’execuziun da la donaziun è colliada cun la mort dal donatur, è la donaziun suttamessa a las prescripziuns davart las disposiziuns per causa da mort.II.  Execuziun da las cundiziunsArt. 246 Il donatur po pretender – confurm al cuntegn dal contract – ch’ina cundiziun ch’è vegnida acceptada dal donatari vegnia exequida. Sche l’execuziun da la cundiziun è en l’interess public, po l’autoritad cumpetenta pretender – suenter la mort dal donatur – che la cundiziun vegnia exequida. Il donatari po refusar l’execuziun da la cundiziun, sche la valur da la donaziun na cuvra betg ils custs da la cundiziun e sche la differenza na vegn betg indemnisada ad el.III.  Cunvegna concernent il returnArt. 247 Il donatur po resalvar il dretg che la chaussa regalada vegnia returnada a sasez, en cas ch’il donatari avess da murir avant el. En cas da donaziuns da bains immobigliars u da dretgs reals vi da tals po quest dretg da return vegnir prenotà en il register funsil.E.  Responsabladad dal donaturArt. 248 Il donatur è responsabel vers il donatari per il donn che nascha ad el tras la donaziun mo en cas da donns ch’èn vegnids chaschunads cun intenziun u per greva negligientscha. Per la chaussa regalada u per la pretensiun cedida sto el dar mo quella garanzia ch’el ha empermess al donatari.F.  Annullaziun da la donaziunI.  Restituziun da la donaziunArt. 249En cas d’ina donaziun da maun a maun ed en cas che empermischuns da donaziun èn exequidas po il donatur revocar la donaziun e pretender enavos la chaussa ch’el ha regalà, uschenavant ch’il donatari è anc enritgì:1. sch’il donatari ha commess in act chastiabel grev vers il donatur ubain vers ina persuna che stat datiers dad el;2. sch’el ha violà grevamain sias obligaziuns dal dretg da famiglia vers il donatur ubain vers in da ses confamigliars;3. n’ademplescha – senza motivs giustifitgads – betg las cundiziuns ch’èn colliadas cun la donaziun. Versiun tenor la cifra 2 da l’agiunta da la LF dals 26 da zer. 1998, en vigur dapi il 1. da schan. 2000 (AS 1999 1118; BBl 1996 I 1).II.  Revocaziun e scadenza da l’empermischun da donaziunArt. 250 En cas da l’empermischun da donaziun po il donatur revocar l’empermischun e refusar da l’ademplir:1. per ils medems motivs, per ils quals la chaussa regalada po vegnir pretendida enavos tar la donaziun da maun a maun;2. sche las relaziuns da facultad dal donatur èn sa midadas uschè ferm dapi l’empermischun, che la donaziun engrevgiass il donatur en moda extraordinaria;3. sch’igl èn naschidas – dapi l’empermischun dal donatur – obligaziuns dal dretg da famiglia che n’eran betg avant maun avant u ch’eran avant maun avant en ina dimensiun bler pli pitschna. Cun emetter in attest da perdita u cun declerar il concurs cunter il donatur vegn annullada mintga empermischun da donaziun.III.  Surannaziun e dretg dals ertavels da purtar plantArt. 251 La revocaziun po vegnir fatga entaifer 1 onn a partir dal mument ch’il donatur ha survegnì enconuschientscha dal motiv da revocaziun. Sch’il donatur mora avant che quest onn è passà, vegn il dretg da purtar plant transferì sin ils ertavels fin a la fin da quest termin. Ils ertavels dal donatur pon revocar la donaziun, sch’il donatari ha mazzà intenziunadamain ed illegalmain il donatur ubain sch’el ha impedì il donatur da revocar la donaziun.IV.  Mort dal donaturArt. 252Sch’il donatur è s’obligà a prestaziuns periodicas, extingua questa obligaziun cun la mort dal donatur, nun ch’i saja vegnì fixà insatge auter.Otgavel titel: La locaziunVersiun tenor la cifra I da la LF dals 15 da dec. 1989, en vigur dapi il 1. da fan. 1990 (AS 1990 802; BBl 1985 I 1389). Guardar er art. 5 da las disp. fin. dals titels VIII ed VIII a la fin dal DO.Emprim chapitel:  Disposiziuns generalasA.  Noziun e champ d’applicaziunI.  NoziunArt. 253Tras il contract da locaziun s’oblighescha il locatur da surlaschar ina chaussa al locatari per ses diever, ed il locatari s’oblighescha da pajar in tschains da locaziun per quai al locatur.II.  Champ d’applicaziun1.  Localitads d’abitar e da fatschentaArt. 253a Las disposiziuns davart la locaziun da localitads d’abitar e da fatschenta valan er per chaussas ch’il locatur surlascha al locatari per ses diever ensemen cun questas localitads. Ellas na valan betg per abitaziuns da vacanzas che vegnan prendidas en locaziun per maximalmain 3 mais. Il Cussegl federal decretescha las prescripziuns executivas.2.  Disposiziuns davart la protecziun cunter tschains da locaziun abusivsArt. 253b Las disposiziuns davart la protecziun cunter tschains da locaziun abusivs (art. 269 ss.) valan confurm al senn per contracts da locaziun betg agriculs e per auters contracts che reglan principalmain la surlaschada da localitads d’abitar u da fatschenta cunter ina bunificaziun. Ellas na valan betg per la locaziun d’abitaziuns e da chasas d’ina famiglia luxuriusas cun sis u dapli locals d’abitar (senza quintar la cuschina). Las disposiziuns davart la contestaziun da tschains da locaziun abusivs na valan betg per localitads d’abitar, las qualas èn vegnidas messas a disposiziun cun agid da meds publics e da las qualas ils tschains da locaziun vegnan controllads d’ina autoritad.B.  Fatschentas cumbinadasArt. 254Ina fatschenta cumbinada che stat en connex cun la locaziun da localitads d’abitar u da fatschenta n’è betg valaivla, sche la conclusiun u sche la cuntinuaziun dal contract da locaziun vegn fatga dependenta da questa fatschenta cumbinada e sch’il locatari surpiglia en quest connex in’obligaziun vers il locatur ubain vers ina terza persuna che na stat betg en ina relaziun directa cun il diever da la chaussa da locaziun.C.  Durada da la relaziun da locaziunArt. 255 La relaziun da locaziun po esser fixada per in temp limità u per in temp illimità. La relaziun da locaziun è limitada, sch’ella duai finir – senza ch’ella stoppia vegnir disditga – cun la scadenza da la durada fixada. Las ulteriuras relaziuns da locaziun valan sco illimitadas.D.  Obligaziuns dal locaturI.  En generalArt. 256 Il locatur è obligà da surdar la chaussa al termin fixà en in stadi ch’è adattà per il diever previs e da la mantegnair en quest stadi. Cunvegnas divergentas a disfavur dal locatari n’èn betg valaivlas, sch’ellas èn cuntegnidas en:a. cundiziuns generalas da fatschenta preformuladas;b. contracts da locaziun per localitads d’abitar u da fatschenta.II.  Obligaziun da dar infurmaziunsArt. 256a Sch’igl è vegnì fatg in protocol da restituziun, cur che la relaziun da locaziun precedenta è vegnida terminada, sto il locatur preschentar quest protocol al nov locatari a chaschun da la surdada da la chaussa, sche quel al vul vesair. Il locatari po ultra da quai pretender ch’i vegnia communitgà ad el l’autezza dal tschains da locaziun da la relaziun da locaziun precedenta.III.  Taxas e grevezzasArt. 256bIl locatur porta las grevezzas e paja las taxas publicas ch’èn colliadas cun la chaussa.E.  Obligaziuns dal locatariI.  Pajar il tschains da locaziun ed ils custs accessorics1.  Tschains da locaziunArt. 257Il tschains da locaziun è la bunificaziun ch’il locatari debitescha al locatur per la surlaschada da la chaussa.2.  Custs accessoricsa.  En generalArt. 257a Ils custs accessorics èn la bunificaziun per las prestaziuns dal locatur u d’ina terza persuna che stattan en connex cun il diever da la chaussa. Il locatari sto pajar ils custs accessorics mo, sch’el ha concludì quai spezialmain cun il locatur.b.  Localitads d’abitar e da fatschentaArt. 257b En cas da localitads d’abitar e da fatschenta èn ils custs accessorics las expensas effectivas ch’il locatur ha per prestaziuns che stattan en connex cun il diever, sco custs da stgaudament, d’aua chauda e custs sumegliants dal manaschi, sco er per taxas publicas che resultan tras il diever da la chaussa. Sin dumonda sto il locatur conceder al locatari invista dals mussaments.3.  Termins da pajamentArt. 257cIl locatari sto pajar il tschains da locaziun ed eventualmain ils custs accessorics per la fin da mintga mais, il pli tard dentant per la fin dal temp da locaziun, sch’i n’è betg vegnì concludì in auter termin u sch’in auter termin n’è betg usità al lieu.4.  Retard dal pajament dal locatariArt. 257d Sch’il locatari è – suenter ch’el ha surpiglià la chaussa – en retard cun pajar ils tschains da locaziun u ils custs accessorics scadids, po il locatur fixar ad el en scrit in termin da pajament e smanatschar da disdir la relaziun da locaziun, sch’il termin scada senza ch’i vegnia pajà. Quest termin importa almain 10 dis, en cas da localitads d’abitar e da fatschenta almain 30 dis. Sch’il locatari na paja betg entaifer il termin fixà, po il locatur disdir immediatamain il contract da locaziun, en cas da localitads d’abitar e da fatschenta cun in termin d’almain 30 dis per la fin d’in mais.II.  Garanzias dal locatariArt. 257e Sch’il locatari da localitads d’abitar u da fatschenta presta ina garanzia en daners u en vaglias, sto il locatur depositar quella tar ina banca sin in conto da spargn u en in deposit, e quai sin il num dal locatari. En cas da la locaziun da localitads d’abitar dastga il locatur pretender maximalmain trais tschains mensils sco garanzia. La banca dastga dar ora la garanzia mo cun il consentiment da tuttas duas partidas u sa basond sin in avis da pajament cun vigur legala u sin ina sentenzia giudiziala cun vigur legala. Sch’il locatur n’ha betg fatg valair giuridicamain in dretg vers il locatari entaifer 1 onn dapi la terminaziun da la relaziun da locaziun, po il locatari pretender che la banca restitueschia la garanzia. Ils chantuns pon decretar disposiziuns cumplementaras.III.  Quità e resguard vers vischinsArt. 257f Il locatari sto duvrar cun quità la chaussa. Il locatari d’ina chaussa immovibla sto prender resguard dals avdants sco er dals vischins. Sch’il locatari violescha vinavant sia obligaziun d’avair quità u da prender resguard vers ils vischins malgrà in’admoniziun en scrit dal locatur, uschia ch’ins na po betg pretender dal locatur ubain dals avdants da supportar vinavant la relaziun da locaziun, po il locatur disdir immediatamain il contract da locaziun, en cas da localitads d’abitar e da fatschenta cun in termin d’almain 30 dis per la fin d’in mais. Il locatur da localitads d’abitar u da fatschenta po dentant disdir immediatamain il contract da locaziun, sch’il locatari chaschuna intenziunadamain grond donn a la chaussa.IV.  Obligaziun d’annunziaArt. 257g Il locatari sto annunziar al locatur mancanzas ch’el na sto betg eliminar sez. Sch’il locatari tralascha l’annunzia, è el responsabel per il donn che resulta tras quai al locatur.V.  Obligaziun da tolerarArt. 257h Il locatari sto tolerar lavurs vi da la chaussa, sch’ellas èn necessarias per eliminar mancanzas ubain per reparar u per evitar donns. Il locatari sto permetter al locatur d’inspectar la chaussa, uschenavant che quai è necessari per il mantegniment, per la vendita u per la relocaziun. Il locatur sto annunziar lavurs ed inspecziuns a temp al locatari e prender resguard dals interess dal locatari tar l’execuziun da talas lavurs ed inspecziuns; eventuals dretgs dal locatari sin reducziun dal tschains da locaziun (art. 259d) u sin indemnisaziun da donns (art. 259e) restan resalvads.F.  Nunadempliment u adempliment manglus dal contract tar la surdada da la chaussaArt. 258 Sch’il locatur na surdat la chaussa betg al termin fixà u cun mancanzas che excludan u che sminueschan considerablamain l’abilitad per il diever previs, po il locatari proceder tenor ils artitgels 107–109 davart il nunadempliment da contracts. Sch’il locatari surpiglia la chaussa malgrà questas mancanzas e sch’el insista ch’il contract vegnia ademplì en moda correcta, po el far valair mo ils dretgs ch’el avess en cas da mancanzas che sa mussan durant la locaziun (art. 259a–259i). Il locatari po er far valair ils dretgs tenor ils artitgels 259a–259i, sche la chaussa ha – il mument da la surdada – mancanzas:a. che reduceschan bain l’abilitad per il diever previs, ma che n’excludan betg u che na sminueschan betg considerablamain questa abilitad;b. ch’il locatari stuess eliminar sin agens custs durant la locaziun (art. 259).G.  Mancanzas durant la locaziunI.  Obligaziuns dal locatari da far pitschnas lavurs da nettegiament e da reparaturaArt. 259Il locatari sto eliminar tenor l’isanza locala e sin agens custs mancanzas che pon vegnir dismessas cun pitschnas lavurs da nettegiament e da reparatura ch’èn necessarias per il mantegniment ordinari da la chaussa.II.  Dretgs dal locatari1.  En generalArt. 259a Sch’i resultan mancanzas vi da la chaussa ch’il locatari n’ha ni da responsar ni d’eliminar sin agens custs u sch’il locatari vegn disturbà da far diever da la chaussa tenor contract, po el pretender ch’il locatur:a. elimineschia la mancanza;b. reduceschia adequatamain il tschains da locaziun;c. indemniseschia il donn;d. surpiglia la dispita giuridica cun ina terza persuna. Il locatari d’ina chaussa immovibla po ultra da quai depositar il tschains da locaziun.2.  Eliminaziun da la mancanzaa.  PrincipArt. 259bSch’il locatur enconuscha ina mancanza e sch’el na l’eliminescha betg entaifer in termin adequat, po il locatari:a. disdir immediatamain il contract, sche la mancanza excluda u restrenscha considerablamain l’abilitad per il diever previs d’ina chaussa immovibla u sche la mancanza sminuescha l’abilitad per il diever previs d’ina chaussa movibla;b. laschar eliminar la mancanza sin donn e cust dal locatur, sche questa mancanza sminuescha bain l’abilitad per il diever previs da la chaussa, na la restrenscha dentant betg considerablamain.b.  ExcepziunArt. 259cIl locatari n’ha nagin dretg che la mancanza vegnia eliminada, sch’il locatur presta ina indemnisaziun cumplaina per la chaussa manglusa entaifer in termin adequat.3.  Reducziun dal tschains da locaziunArt. 259dSche l’abilitad per il diever previs da la chaussa vegn restrenschida u sminuida, po il locatari pretender dal locatur ch’el reduceschia correspundentamain il tschains da locaziun a partir dal mument ch’el ha survegnì enconuschientscha da la mancanza fin che quella è eliminada.4.  IndemnisaziunArt. 259eSch’il locatari ha subì in donn pervia da la mancanza, sto il locatur prestar ina indemnisaziun ad el, nun ch’el cumprovia ch’el saja senza culpa.5.  Surpigliada da la dispita giuridicaArt. 259fSch’ina terza persuna fa valair in dretg sin la chaussa che na sa cumporta betg cun ils dretgs dal locatari, sto il locatur surpigliar – sin avis dal locatari – la dispita giuridica.6.  Deposit dal tschains da locaziuna.  PrincipArt. 259g Sch’il locatari d’ina chaussa immovibla pretenda dal locatur ch’ina mancanza vegnia eliminada, sto el fixar ad el en scrit in termin adequat e po smanatschar ad el ch’el vegnia a depositar ils tschains da locaziun che futurs tar in post che vegn designà dal chantun, en cas ch’il termin fixà scadia senza ch’el saja vegnì duvrà. Il deposit sto el annunziar en scrit al locatur. Cun il deposit valan ils tschains da locaziun sco pajads.b.  Restituziun dals tschains da locaziun depositadsArt. 259h Ils tschains da locaziun depositads tutgan al locatur, sch’il locatari n’ha betg fatg valair sias pretensiuns vers il locatur tar l’autoritad da mediaziun entaifer 30 dis dapi la scadenza da l’emprim tschains da locaziun ch’è vegnì deposità. Il locatur po pretender tar l’autoritad da mediaziun ch’ils tschains da locaziun ch’èn vegnids depositads nungiustifitgadamain vegnian pajads ora, uschespert ch’il locatari l’ha annunzià d’avair deposità ils tschains da locaziun.c.  ProceduraArt. 259iLa procedura sa drizza tenor la Procedura civila.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).SR 272H.  Renovaziuns e midadasI.  Tras il locaturArt. 260 Il locatur po far renovaziuns e midadas vi da la chaussa mo, sch’ellas èn supportablas per il locatari e sche la relaziun da locaziun n’è betg disditga. Il locatur sto prender resguard dals interess dal locatari tar l’execuziun da las lavurs; eventuals dretgs dal locatari sin reducziun dal tschains da locaziun (art. 259d) u sin indemnisaziun da donns (art. 259e) restan resalvads.II.  Tras il locatariArt. 260a Il locatari po far renovaziuns e midadas vi da la chaussa mo, sch’il locatur ha dà ses consentiment en scrit. Sch’il locatur ha dà ses consentiment, po el pretender che l’anteriur stadi vegnia restabilì mo, sche quai è vegnì concludì en scrit. Sche la chaussa – a la fin da la relaziun da locaziun – ina plivalur considerabla grazia a la renovaziun u grazia a la midada, a la quala il locatur ha dà ses consentiment, po il locatari pretender per indemnisaziun correspundenta per questa plivalur; ulteriuras pretensiuns d’indemnisaziun ch’èn vegnidas fixadas en scrit restan resalvadas.J.  Midada dal proprietariI.  Alienaziun da la chaussaArt. 261 Sch’il locatur alienescha la chaussa suenter la conclusiun dal contract da locaziun u sch’el vegn privà da quella tras ina procedura da scussiun u da concurs, va la relaziun da locaziun cun la proprietad vi da la chaussa a l’acquistader. Il nov proprietari po dentant:a. en cas da localitads d’abitar e da fatschenta: disdir la relaziun da locaziun observond il termin legal per la proxima data legala, sch’el fa valair in agen basegn urgent per sasez, per proxims parents u per quinads;b. en cas d’ina autra chaussa: disdir la relaziun da locaziun observond il termin legal per la proxima data legala, sch’il contract na permetta betg d’al schliar pli baud. Sch’il nov proprietari disdescha il contract pli baud che quai ch’i fiss stà permess tenor il contract cun il locatur vertent, è quel responsabel vers il locatari per tut ils donns che resultan tras quai. Resalvadas restan las disposiziuns davart l’expropriaziun.II.  Concessiun da dretgs reals limitadsArt. 261aLas disposiziuns davart l’alienaziun da la chaussa èn applitgablas confurm al senn, sch’il locatur conceda in dretg real limità ad ina terza persuna e sche quai correspunda ad ina midada dal proprietari.III.  Prenotaziun en il register funsilArt. 261b En cas da la locaziun d’in bain immobigliar poi vegnir concludì che la relaziun da locaziun vegnia prenotada en il register funsil. L’effect da la prenotaziun è quel che mintga proprietari sto permetter al locatari da duvrar il bain immobigliar confurm al contract da locaziun.K.  SutlocaziunArt. 262 Cun il consentiment dal locatur po il locatari dar la chaussa en sutlocaziun, saja quai dal tuttafatg u parzialmain. Il locatur po refusar da dar ses consentiment mo, sche:a. il locatari refusa da dar enconuschent al locatur las cundiziuns da la sutlocaziun;b. las cundiziuns da la sutlocaziun èn abusivas cumpareglià cun talas dal contract da locaziun principal;c. la sutlocaziun chaschuna dischavantatgs essenzials al locatur. Il locatari è responsabel vers il locatur ch’il sutlocatari na dovria la chaussa betg autramain che quai ch’igl è permess ad el sez. Per cuntanscher quai po il locatur sa drizzar directamain al sutlocatari.L.  Transferiment da la locaziun ad ina terza persunaArt. 263 Cun il consentiment en scrit dal locatur po il locatari da localitads da fatschenta transferir la relaziun da locaziun ad ina terza persuna. Il locatur po refusar da dar il consentiment mo per motivs impurtants. Sch’il locatur dat ses consentiment, surpiglia la terza persuna la relaziun da locaziun empè dal locatari. Il locatari è deliberà da sias obligaziuns vers il locatur. El è dentant responsabel solidaricamain cun la terza persuna fin al mument che la relaziun da locaziun finescha u po vegnir terminada tenor contract u tenor lescha, maximalmain dentant per 2 onns.M.  Restituziun anticipada da la chaussaArt. 264 Sch’il locatari restituescha la chaussa senza observar il termin da disditga, è el deliberà da sias obligaziuns vers il locatur mo, sch’el propona in nov locatari ch’è acceptabel per il locatur; il nov locatari sto esser solvent e pront da surpigliar il contract da locaziun per las medemas cundiziuns. Cas cuntrari sto el pajar il tschains da locaziun fin al mument che la relaziun da locaziun finescha u po vegnir terminada tenor contract u tenor lescha. Il locatur sto sa laschar metter a quint quai ch’el:a. spargna vi d’expensas; eb. gudogna u tralascha intenziunadamain da gudagnar, duvrond la chaussa en autra moda.N.  ScuntradaArt. 265Il locatur ed il locatari na pon betg renunziar gia ordavant al dretg da scuntrar las pretensiuns ed ils debits da la relaziun da locaziun.O.  Terminaziun da la relaziun da locaziunI.  Scadenza da la durada fixadaArt. 266 Sche las partidas han concludì expressivamain u taciturnamain ina tscherta durada dal contract, finescha la relaziun da locaziun senza disditga cun la scadenza da quest termin. Sche las partidas cuntinueschan taciturnamain cun la relaziun da locaziun, vala quella sco relaziun da locaziun illimitada.II.  Termins da disditga1.  En generalArt. 266a Las partidas pon disdir la relaziun da locaziun illimitada, observond ils termins legals, sch’ellas n’han betg concludì in termin pli lung u in auter termin. Sche las partidas n’observan betg il termin, vala la disditga per il proxim termin ch’è pussaivel.2.  Chaussas immoviblas e construcziuns moviblasArt. 266bSche chaussas immoviblas e sche construcziuns moviblas èn vegnidas prendidas en locaziun, pon las partidas – observond in termin da 3 mais – disdir il contract sin in termin d’usit local u, sch’i na dat betg ina isanza locala, per la fin d’ina durada da locaziun da 6 mais.3.  AbitaziunsArt. 266cSche abitaziuns èn vegnidas prendidas en locaziun, pon las partidas – observond in termin da 3 mais – disdir il contract sin in termin d’usit local u, sch’i na dat betg ina isanza locala, per la fin d’ina durada da locaziun da 3 mais.4.  Localitads da fatschentaArt. 266dSche localitads da fatschenta èn vegnidas prendidas en locaziun, pon las partidas – observond in termin da 6 mais – disdir il contract sin in termin d’usit local u, sch’i na dat betg ina isanza locala, per la fin d’ina durada da locaziun da 3 mais.5.  Chombras mobigliadas e plazzas da parcarArt. 266eSche chombras mobigliadas e sche plazzas da parcar che vegnan dadas en locaziun separadamain u sche indrizs sumegliants èn vegnids prendids en locaziun, pon las partidas – observond in termin da 2 emnas – disdir il contract per la fin d’ina durada da locaziun da 3 mais.6.  Chaussas moviblasArt. 266fSche chaussas moviblas èn vegnidas prendidas en locaziun, pon las partidas – observond in termin da 3 dis – disdir il contract sin tge termin ch’i saja.III.  Disditga extraordinaria1.  Per motivs impurtantsArt. 266g Per motivs impurtants pon las partidas – observond il termin legal – disdir ina relaziun da locaziun sin tge termin ch’i saja, sche l’adempliment dal contract è daventà insupportabel per ellas. Il derschader regla las consequenzas patrimonialas da la disditga anticipada, considerond tut las circumstanzas.2.  Concurs dal locatariArt. 266h Sch’il locatari fa concurs, suenter ch’el ha surpiglià la chaussa, po il locatur pretender ina garanzia per ils tschains da locaziun futurs. Per quest intent sto el fixar en scrit in termin adequat per il locatari sco er per l’administraziun da concurs. Sch’il locatur na survegn betg ina garanzia entaifer quest termin, po el disdir immediatamain il contract da locaziun.3.  Mort dal locatariArt. 266iSch’il locatari mora, pon ses ertavels – observond il termin legal – disdir il contract per il proxim termin legal.4.  Chaussas moviblasArt. 266kIl locatari d’ina chaussa movibla che serva a ses diever privat e che vegn dada en locaziun dal locatur en il rom da sia activitad commerziala po disdir il contract – observond in termin d’almain 30 dis – per la fin d’ina durada da locaziun da 3 mais. Il locatur n’ha nagin dretg da survegnir ina indemnisaziun.IV.  Furma da la disditga en cas da localitads d’abitar e da fatschenta1.  En generalArt. 266l Il locatur ed il locatari da localitads d’abitar e da fatschenta ston disdir il contract en scrit. Il locatur sto disdir cun in formular ch’è approvà dal chantun e che inditgescha, co ch’il locatari ha da proceder, sch’el vul contestar la disditga ubain pretender ina prolungaziun da la relaziun da locaziun.2.  Abitaziun da la famigliaa.  Disditga tras il locatariArt. 266m Sche la chaussa prendida en locaziun serva a la famiglia sco abitaziun, po il conjugal disdir il contract da locaziun mo cun il consentiment expressiv da l’auter conjugal. Sch’il conjugal na po betg cuntanscher quest consentiment u sche quel al vegn refusà senza in motiv plausibel, po el appellar al derschader. Per partenadis registrads vala la medema regulaziun confurm al senn. Integrà tras la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).b.  Disditga tras il locaturArt. 266nLa disditga tras il locatur sco er la fixada d’in termin da pajament cun la smanatscha da disditga (art. 257d) ston vegnir consegnadas separadamain al locatari ed a ses conjugal, a sia partenaria registrada u a ses partenari registrà. Versiun tenor la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).3.  Disditga nunvalaivlaArt. 266oLa disditga è nunvalaivla, sch’ella na correspunda betg als artitgels 266l–266n.P.  Restituziun da la chaussaI.  En generalArt. 267 Il locatari sto restituir la chaussa en quel stadi che resulta tras il diever da la chaussa tenor contract. Cunvegnas, cun las qualas il locatari s’oblighescha ordavant da pajar – a la fin da la relaziun da locaziun – ina indemnisaziun che cumpiglia autras chaussas che la cuvrida d’in eventual donn, èn nunvalaivlas.II.  Examinaziun da la chaussa ed annunzia al locatariArt. 267a Il mument da la restituziun sto il locatur examinar il stadi da la chaussa ed annunziar immediatamain mancanzas al locatari, per las qualas quel è responsabel. Sch’il locatur tralascha quai, perda el ses dretgs, uschenavant ch’i na sa tracta betg da mancanzas che n’èn betg stadas vesaivlas en cas d’ina examinaziun usitada. Sch’il locatur chatta talas mancanzas pli tard, sto el annunziar immediatamain quellas al locatari.Q.  Dretg da retenziun dal locaturI.  DimensiunArt. 268 Per in tschains annual scadì e per il tschains current d’in mez onn ha il locatur da localitads da fatschenta in dretg da retenziun vi da las chaussas moviblas che sa chattan en las localitads dadas en locaziun e che tutgan a l’equipament u a l’utilisaziun da questas localitads. Il dretg da retenziun dal locatur cumpiglia er ils objects en possess dal sutlocatari, uschenavant che quel n’ha betg pajà ses tschains da locaziun. Exclus è il dretg da retenziun vi da chaussas che na pudessan betg vegnir impegnadas dals crediturs dal locatari.II.  Chaussas da terzas persunasArt. 268a Ils dretgs da terzas persunas vi da chaussas, da las qualas il locatur ha savì u ha stuì savair ch’ellas na tutgan betg al locatari, sco er vi da chaussas enguladas, persas u vegnidas davent en autra moda precedan il dretg da retenziun dal locatur. Sch’il locatur vegn a savair pir durant la locaziun che chaussas ch’èn en possess dal locatari na tutgan betg a quel, extingua ses dretg da retenziun vi da questas chaussas, sch’el na disdescha betg il contract da locaziun sin il proxim termin ch’è pussaivel.III.  Far valair il dretgArt. 268b Sch’il locatari vul ir davent u manar davent las chaussas che sa chattan en las localitads prendidas en locaziun, po il locatur retegnair cun agid da l’uffizi cumpetent uschè blers objects sco quai ch’igl è necessari per cuvrir sia pretensiun. Objects ch’èn vegnids manads davent zuppadamain u cun forza pon – cun agid da la polizia – vegnir purtads enavos en las localitads dadas en locaziun, e quai entaifer 10 dis dapi ch’els èn vegnids manads davent.Segund chapitel:  Protecziun cunter tschains da locaziun abusivs e cunter autras pretensiuns abusivas dal locatur en cas d’ina locaziun da localitads d’abitar e da fatschentaA.  Tschains da locaziun abusivsI.  ReglaArt. 269Tschains da locaziun èn abusivs, sch’i vegn fatg in profit stravagà cun la chaussa dada en locaziun u sch’els sa basan evidentamain sin in pretsch da cumpra exagerà.II.  ExcepziunsArt. 269aBetg abusivs n’èn per regla en spezial ils tschains da locaziun che:a. sa chattan en il rom dals tschains da locaziun usitads al lieu u en il quartier;b. èn motivads tras augments dals custs u tras prestaziuns pli grondas da vart dal locatur;c. sa chattan – en cas da construcziuns pli giuvnas – en il rom da la rendita brutta che permetta da cuvrir ils custs;d. servan mo a gulivar ina reducziun dal tschains da locaziun ch’è vegnida concedida ordavant tras ina transposiziun dals custs da finanziaziun ch’è usitada sin il martgà, ed èn fixads en in plan da pajament ch’è vegnì dà enconuschent gia ordavant al locatari;e. guliveschan mo la chareschia per il chapital che porta la ristga;f. na surpassan betg la dimensiun che vegn recumandada en ils contracts generals da las federaziuns da locaturs sco er da locataris u d’organisaziuns che fan valair interess sumegliants.B.  Tschains da locaziun indexadsArt. 269bLa cunvegna ch’il tschains da locaziun stoppia vegnir adattà ad in index è mo valaivla, sch’il contract da locaziun è vegnì fatg per almain 5 onns e sche l’index naziunal dals pretschs da consum è previs sco index.C.  Tschains da locaziun graduadsArt. 269cLa cunvegna ch’il tschains da locaziun s’augmentia periodicamain per in tschert import è mo valaivla, sche:a. il contract da locaziun vegn fatg per almain 3 onns;b. il tschains da locaziun vegn augmentà maximalmain ina giada l’onn; ec. l’import da l’augment vegn fixà en francs.D.  Augments dals tschains da locaziun ed autras midadas unilateralas dal contract tras il locaturArt. 269d Il locatur po augmentar il tschains da locaziun da tut temp sin il proxim termin da disditga ch’è pussaivel. El sto communitgar – sin in formular approvà dal chantun – l’augment dal tschains da locaziun al locatari e motivar quest augment, e quai almain 10 dis avant ch’il termin da disditga cumenza. L’augment dal tschains da locaziun è nunvalaivel, sch’il locatur:a. n’al communitgescha betg cun il formular prescrit;b. n’al motivescha betg;c. smanatscha en la communicaziun cun la disditga dal contract u pronunzia quella en la communicaziun. Ils alineas 1 e 2 valan er, sch’il locatur ha l’intenziun da midar autramain il contract da locaziun mo sin donn e cust dal locatari, spezialmain cun reducir sias prestaziuns vertentas u cun introducir novs custs accessorics.E.  Contestaziun dal tschains da locaziunI.  Dumonda da reducziun1.  Tschains da locaziun inizialArt. 270 Il locatari po contestar il tschains da locaziun inizial sco abusiv tar l’autoritad da mediaziun e quai entaifer 30 dis dapi la surpigliada da la chaussa e confurm als artitgels 269 e 269a e pretender la reducziun dal tschains, sche:a. el è stà sfurzà da far il contract da locaziun pervia d’ina situaziun d’urgenza persunala u famigliara ubain pervia da las relaziuns sin il martgà local da localitads d’abitar e da fatschenta; ub. il locatur ha – cumpareglià cun l’anteriur tschains da locaziun – augmentà considerablamain il tschains da locaziun inizial per la medema chaussa. En cas da mancanza d’abitaziuns pon ils chantuns obligar ils locaturs da duvrar per lur territori u per ina part da quel il formular tenor l’artitgel 269d per far in nov contract da locaziun.2.  Durant la locaziunArt. 270a Il locatari po contestar il tschains da locaziun sco abusiv e pretender ch’el vegnia reducì sin il proxim termin da disditga ch’è pussaivel, sch’el ha motivs da supponer ch’il locatur realiseschia in profit stravagà tenor ils artitgels 269 e 269a tras la chaussa dada en locaziun, e quai pervia d’ina midada essenziala da la basa da calculaziun, spezialmain pervia d’ina reducziun dals custs. Il locatari sto far en scrit la dumonda da reducziun al locatur; quel sto prender posiziun entaifer 30 dis. Sch’il locatur na correspunda betg u mo parzialmain a la dumonda ubain sch’el na respunda betg entaifer il termin, po il locatari appellar entaifer 30 dis a l’autoritad da mediaziun. L’alinea 2 n’è betg applitgabel, sch’il locatari inoltrescha a medem temp ina contestaziun da l’augment dal tschains da locaziun ed ina dumonda per reducir quel.II.  Contestaziun d’augments dal tschains da locaziun e d’autras midadas unilateralas dal contractArt. 270b Il locatari po contestar in augment dal tschains da locaziun sco abusiv tar l’autoritad da mediaziun en il senn dals artitgels 269 e 269a, e quai entaifer 30 dis dapi la communicaziun. L’alinea 1 vala er, sch’il locatur mida autramain il contract da locaziun sin donn e cust dal locatari, spezialmain cun reducir sias prestaziuns vertentas u cun introducir novs custs accessorics.III.  Contestaziun da tschains da locaziun indexadsArt. 270cCun resalva da la contestaziun dal tschains da locaziun inizial po ina partida mo far valair davant l’autoritad da mediaziun che l’augment u che la reducziun dal tschains da locaziun che vegn pretendì da l’autra partida na saja betg giustifitgà tras ina midada correspundenta da l’index.IV.  Contestaziun da tschains da locaziun graduadsArt. 270dCun resalva da la contestaziun dal tschains da locaziun inizial na po il locatari betg contestar tschains da locaziun graduads.F.  Valaivladad dal contract da locaziun durant la procedura da contestaziunArt. 270eIl contract da locaziun vala vinavant senza midadas:a. durant la procedura da mediaziun, sch’i na vegn betg cuntanschida in’enclegientscha tranter las partidas; eb. durant la procedura giudiziala, cun resalva da mesiras preventivas dal derschader.Terz chapitel:  Protecziun cunter la disditga abusiva en cas d’ina locaziun da localitads d’abitar e da fatschentaA.  Contestabladad da la disditgaI.  En generalArt. 271 La disditga è contestabla, sch’ella cuntrafa al princip da la buna fai. La disditga sto vegnir motivada, sche quai vegn pretendì da l’autra partida.II.  Disditga tras il locaturArt. 271a La disditga tras il locatur è contestabla en spezial, sch’ella vegn pronunziada:a. perquai ch’il locatari fa valair en buna fai pretensiuns or da la relaziun da locaziun;b. perquai ch’il locatur vul chatschar tras ina midada unilaterala dal contract u in’adattaziun dal tschains da locaziun sin donn e cust dal locatari;c. sulettamain per intimar il locatari d’acquistar l’abitaziun prendida en locaziun;d. durant ina procedura da mediaziun u durant ina procedura giudiziala che stat en connex cun la relaziun da locaziun, nun ch’il locatari haja introducì la procedura en moda abusiva;e. avant la scadenza da 3 onns suenter la terminaziun d’ina procedura da mediaziun u d’ina procedura giudiziala che stat en connex cun la relaziun da locaziun, ed en la quala il locatur:1. ha stuì suttacumber per ina part considerabla;2. ha retratg u reducì considerablamain sia pretensiun u ses plant;3. ha renunzià d’appellar al derschader;4. ha concludì in’enclegientscha u è sa cunvegnì autramain cun il locatari;f. pervia da midadas da la situaziun famigliara dal locatari che na chaschunan betg dischavantatgs essenzials per il locatur. L’alinea 1 litera e è er applitgabel, sch’il locatari po cumprovar cun documents en scrit ch’el saja sa cunvegnì cun il locatur davart ina pretensiun da la relaziun da locaziun, e quai ordaifer ina procedura da mediaziun ubain ordaifer ina procedura giudiziala. L’alinea 1 literas d ed e n’èn betg applitgablas en cas da disditgas:a. pervia d’in basegn urgent dal locatur per sasez, per proxims parents u per quinads;b. pervia da retard dal pajament dal locatari (art. 257d);c. perquai ch’il locatari ha violà grevamain l’obligaziun d’avair quità e da prender resguard (art. 257f al. 3 e 4);d. pervia da l’alienaziun da la chaussa (art. 261);e. per motivs impurtants (art. 266g);f. pervia da concurs dal locatari (art. 266h).B.  Prolungaziun da la relaziun da locaziunI.  Dretg dal locatariArt. 272 Il locatari po pretender ch’ina relaziun da locaziun limitada u illimitada vegnia prolungada, sche la terminaziun da la locaziun avess per consequenza ina direzza per el ubain per sia famiglia che na po betg vegnir giustifitgada tras ils interess dal locatur. Giuditgond ils interess resguarda l’autoritad cumpetenta spezialmain:a. las circumstanzas da la conclusiun dal contract ed il cuntegn da quel;b. la durada da la relaziun da locaziun;c. las relaziuns persunalas, famigliaras ed economicas da las partidas e lur cumportament;d. in eventual basegn dal locatur per sasez, per proxims parents u per quinads, sco er l’urgenza da quest basegn;e. las relaziuns sin il martgà local da localitads d’abitar e da fatschenta. Sch’il locatari pretenda ina segunda prolungaziun, resguarda l’autoritad cumpetenta er, sch’el ha fatg tut il pussaivel ch’ins po pretender dad el per impedir la direzza.II.  Exclusiun da la prolungaziunArt. 272a La prolungaziun è exclusa en cas da disditgas:a. pervia da retard dal pajament dal locatari (art. 257d);b. perquai ch’il locatari ha violà grevamain l’obligaziun d’avair quità e da prender resguard (art. 257f al. 3 e 4);c. pervia da concurs dal locatari (art. 266h);d. d’in contract da locaziun ch’è vegnì fatg – en vista ad in proxim project da midada da construcziun u da demoliziun – expressivamain mo per il temp limità fin al cumenzament da la construcziun u fin che la permissiun necessaria è vegnida concedida. La prolungaziun è per regla exclusa, sch’il locatur offra al locatari ina cumpensaziun equivalenta per las localitads d’abitar e da fatschenta.III.  Durada da la prolungaziunArt. 272b La relaziun da locaziun po vegnir prolungada per localitads d’abitar per maximalmain 4 onns e per localitads da fatschenta per maximalmain 6 onns. En il rom da la prolungaziun maximala pon vegnir concedidas ina u duas prolungaziuns. Sche las partidas concludan ina prolungaziun da la relaziun da locaziun, n’èn ellas betg liadas vi d’ina prolungaziun maximala ed il locatari po renunziar ad ina segunda prolungaziun.IV.  Valaivladad dal contract da locaziunArt. 272c Mintga partida po pretender ch’il contract vegnia adattà cun la decisiun da prolungaziun a las relaziuns midadas. Sch’il contract n’è betg vegnì midà cun la decisiun da prolungaziun, vala el senza midadas per il temp da prolungaziun; resalvadas restan las pussaivladads d’adattaziun che la lescha permetta.V.  Disditga durant la prolungaziunArt. 272dSche la decisiun da prolungaziun u sche la cunvegna da prolungaziun na fixescha betg insatge auter, po il locatari disdir la relaziun da locaziun sco suonda:a. en cas d’ina prolungaziun fin ad 1 onn cun in termin dad 1 mais per la fin d’in mais;b. en cas d’ina prolungaziun per dapli che 1 onn cun in termin da 3 mais sin in termin legal.C.  Termins e procedurasVersiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).Art. 273 Sch’ina partida vul contestar la disditga, sto ella inoltrar la contestaziun a l’autoritad da mediaziun entaifer 30 dis suenter avair retschavì la disditga. Sch’il locatari vul pretender che la relaziun da locaziun vegnia prolungada, sto el inoltrar la dumonda a l’autoritad da mediaziun:a. en cas d’ina relaziun da locaziun illimitada entaifer 30 dis suenter avair retschavì la disditga;b. en cas d’ina relaziun da locaziun limitada il pli tard 60 dis avant la scadenza dal contract. La dumonda per ina segunda prolungaziun sto il locatari inoltrar a l’autoritad da mediaziun il pli tard 60 dis avant la scadenza da l’emprima prolungaziun. Il process da l’autoritad da mediaziun sa drizza tenor la Procedura civila. Sche l’autoritad responsabla refusa la contestaziun da la disditga tras il locatari, sto ella examinar uffizialmain, sche la relaziun da locaziun po vegnir prolungada.SR 272Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).D.  Abitaziun da la famigliaArt. 273a Sche la chaussa prendida en locaziun serva a la famiglia sco abitaziun, po er il conjugal dal locatari contestar la disditga, pretender la prolungaziun da la relaziun da locaziun u far diever dals ulteriurs dretgs ch’il locatari ha en cas d’ina disditga. Cunvegnas davart la prolungaziun èn mo valaivlas, sch’ellas èn vegnidas concludidas cun tuts dus conjugals. Per partenadis registrads vala la medema regulaziun confurm al senn. Integrà tras la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).E.  SutlocaziunArt. 273b Las disposiziuns da quest chapitel valan per la sutlocaziun, uschè ditg che la relaziun da locaziun principala n’è betg dissolvida. La sutlocaziun po mo vegnir prolungada per la durada da la relaziun da locaziun principala. Sche la sutlocaziun ha spezialmain l’intent da guntgir las prescripziuns davart la protecziun cunter la disditga, vegn la protecziun cunter la disditga concedida al sutlocatari senza prender resguard da la relaziun da locaziun principala. Sche la relaziun da locaziun principala vegn disditga, surpiglia il locatur empè dal locatari il contract cun il sutlocatari.F.  Disposiziuns stringentasArt. 273c Il locatari po mo desister da ses dretgs ch’el ha tenor quest chapitel, sche quai è previs expressivamain. Cunvegnas divergentas n’èn betg valaivlas.Quart chapitel:  ...Art. 274 –274g Abolì tras la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, cun effect dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).Otgavel titel: La fittanzaIntegrà tras la cifra I da la LF dals 15 da dec. 1989, en vigur dapi il 1. da fan. 1990 (AS 1990 802; BBl 1985 I 1389). Guardar er art. 5 da las disp. fin. dals titels VIII ed VIII a la fin dal DO.A.  Noziun e champ d’applicaziunI.  NoziunArt. 275Cun il contract da fittanza s’oblighescha l’affittader, da surlaschar al fittadin ina chaussa utilisabla u in dretg utilisabel per ses diever e per la retratga dals fritgs u dals retgavs, ed il fittadin s’oblighescha da pajar in tschains da fittanza a l’affittader.II.  Champ d’applicaziun1.  Localitads d’abitar e da fatschentaArt. 276Las disposiziuns davart la fittanza da localitads d’abitar e da fatschenta valan er per chaussas che l’affittader surlascha al fittadin per l’utilisaziun ensemen cun questas localitads.2.  Fittanza agriculaArt. 276a Per contracts da fittanza per manaschis agriculs u per bains immobigliars ch’èn destinads ad in’utilisaziun agricula vala la Lescha federala dals 4 d’october 1985 davart la fittanza agricula, uschenavant ch’ella cuntegna regulaziuns spezialas. Dal rest vala il Dretg d’obligaziuns, cun excepziun da las disposiziuns davart la fittanza da locals d’abitar e da fatschenta.SR 221.213.2Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).B.  InventarisaziunArt. 277Sche la fittanza cumpiglia er utensils da lavur, muvel u provisiuns, sto mintga partida surdar a l’autra in inventari exact e suttascrit e sa participar ad ina stimaziun cuminaivla.C.  Obligaziuns da l’affittaderI.  Surdada da la chaussaArt. 278 L’affittader è obligà da surdar la chaussa il termin fixà en in stadi ch’è adattà per l’utilisaziun e per la cultivaziun previsa. Sch’igl è vegnì fatg in protocol da restituziun, cur che la relaziun da fittanza precedenta è vegnida terminada, sto l’affittader preschentar quest protocol al nov fittadin a chaschun da la surdada da la chaussa, sche quel al vul vesair. Il fittadin po ultra da quai pretender ch’i vegnia communitgà ad el l’autezza dal tschains da fittanza da la relaziun da fittanza precedenta.II.  Reparaturas principalasArt. 279L’affittader è obligà da far sin agens custs reparaturas pli grondas vi da la chaussa che daventan necessarias durant il temp da fittanza, e quai uschespert ch’il fittadin l’ha fatg enconuschent questa necessitad.III.  Taxas e grevezzasArt. 280L’affittader porta las grevezzas e paja las taxas publicas ch’èn colliadas cun la chaussa.D.  Obligaziuns dal fittadinI.  Pajar il tschains da fittanza ed ils custs accessorics1.  En generalArt. 281 Il fittadin sto pajar il tschains da fittanza ed eventualmain ils custs accessorics per la fin d’in onn da fittanza, il pli tard dentant per la fin dal temp da fittanza, sch’i n’è betg vegnì concludì in auter termin u sch’in auter termin n’è betg usità al lieu. Per ils custs accessorics vala l’artitgel 257a.2.  Retard dal pajament dal fittadinArt. 282 Sch’il fittadin è – suenter ch’el ha surpiglià la chaussa – en retard cun pajar ils tschains da fittanza u ils custs accessorics scadids, po l’affittader fixar ad el en scrit in termin da pajament d’almain 60 dis e smanatschar da disdir la relaziun da fittanza, sch’il termin scada senza ch’i vegnia pajà. Sch’il fittadin na paja betg entaifer il termin fixà, po l’affittader disdir immediatamain il contract da fittanza, en cas da localitads d’abitar e da fatschenta cun in termin d’almain 30 dis per la fin d’in mais.II.  Quità, resguard vers vischins e mantegniment1.  Quità e resguard vers vischinsArt. 283 Il fittadin sto cultivar e giudair la chaussa cun quità tenor sia destinaziun, en spezial sto el procurar che la chaussa mantegnia sia productivitad a lung temp. Il fittadin d’ina chaussa immovibla sto prender resguard dals avdants sco er dals vischins.2.  Mantegniment ordinariArt. 284 Il fittadin sto procurar per il mantegniment ordinari da la chaussa. El sto far reparaturas pli pitschnas tenor l’isanza locala sco er remplazzar ils utensils da lavur e l’iseglia che ha ina pitschna valur, sch’ella è daventada nunduvrabla pervia da la vegliadetgna u pervia dal diever.3.  Violaziun da las obligaziunsArt. 285 Sch’il fittadin violescha vinavant sia obligaziun d’avair quità u da prender resguard malgrà in’admoniziun en scrit da l’affittader, uschia ch’ins na po betg pretender da l’affittader u dals avdants da supportar vinavant la relaziun da fittanza, po l’affittader disdir immediatamain il contract da fittanza, en cas da localitads d’abitar e da fatschenta cun in termin d’almain 30 dis per la fin dal mais. L’affittader da localitads d’abitar u da fatschenta po dentant disdir immediatamain il contract da fittanza, sch’il fittadin chaschuna intenziunadamain grond donn a la chaussa.III.  Obligaziun d’annunziaArt. 286 Sch’igl è necessari da far reparaturas pli grondas u sch’ina terza persuna pretenda dretgs vi da l’object affittà, sto il fittadin annunziar quai immediatamain a l’affittader. Sch’il fittadin tralascha l’annunzia, è el responsabel per il donn che resulta tras quai a l’affittader.IV.  Obligaziun da tolerarArt. 287 Il fittadin sto tolerar reparaturas pli grondas, sch’ellas èn necessarias per eliminar mancanzas ubain per reparar u per evitar donns. Il fittadin sto permetter a l’affittader d’inspectar la chaussa, uschenavant che quai è necessari per il mantegniment, per la vendita u per la relocaziun. L’affittader sto annunziar lavurs ed inspecziuns a temp al fittadin e prender resguard dals interess dal fittadin tar l’execuziun da talas lavurs ed inspecziuns; per eventuals dretgs dal fittadin sin reducziun dal tschains da fittanza u sin indemnisaziun da donns vala il dretg da locaziun (art. 259d e 259e) confurm al senn.E.  Dretgs dal fittadin, en cas ch’il contract na vegn betg ademplì ed en cas da mancanzasArt. 288 Il dretg da locaziun (art. 258 ed art. 259a–259i) vala confurm al senn, sche:a. l’affittader na surdat la chaussa betg al termin fixà u la surdat en in stadi manglus;b. i resultan mancanzas vi da la chaussa ch’il fittadin n’ha ni da responsar ni d’eliminar sin agens custs u il fittadin vegn disturbà d’utilisar la chaussa tenor contract. Cunvegnas divergentas a disfavur dal fittadin n’èn betg valaivlas, sch’ellas èn cuntegnidas en:a. cundiziuns generalas da fatschenta preformuladas;b. contracts da fittanza per localitads d’abitar e da fatschenta.F.  Renovaziuns e midadasI.  Tras l’affittaderArt. 289 L’affittader po far renovaziuns e midadas vi da la chaussa mo, sch’ellas èn supportablas per il fittadin e sche la relaziun da fittanza n’è betg disditga. L’affittader sto prender resguard dals interess dal fittadin tar l’execuziun da talas lavurs ed inspecziuns; per eventuals dretgs dal fittadin sin reducziun dal tschains da fittanza u sin indemnisaziun da donns vala il dretg da locaziun (art. 259d e 259e) confurm al senn.II.  Tras il fittadinArt. 289a Il fittadin dovra il consentiment en scrit da l’affittader per:a. midadas da la cultivaziun tradiziunala da la chaussa che pon esser d’ina impurtanza essenziala sur il temp da fittanza ora;b. renovaziuns e midadas vi da la chaussa che surpassan il mantegniment ordinari. Sche l’affittader ha dà ses consentiment, po el pretender che l’anteriur stadi vegnia restabilì mo, sche quai è vegnì concludì en scrit. Sche l’affittader n’ha betg dà ses consentiment en scrit per ina midada tenor l’alinea 1 litera a e sch’il fittadin na restabilescha questa midada betg entaifer in termin adequat, po l’affittader disdir immediatamain il contract da fittanza, en cas da localitads d’abitar e da fatschenta cun in termin d’almain 30 dis per la fin d’in mais.G.  Midada dal proprietariArt. 290Il dretg da locaziun (art. 261–261b) vala confurm al senn en cas da:a. alienaziun da l’object da fittanza;b. concessiun da dretgs reals limitads vi da l’object da fittanza;c. prenotaziun da la relaziun da fittanza en il register funsil.H.  SutfittanzaArt. 291 Cun il consentiment da l’affittader po il fittadin dar la chaussa en sutfittanza u en locaziun, saja quai dal tuttafatg u parzialmain. L’affittader po refusar il consentiment da dar en locaziun singulas localitads che tutgan tar la chaussa mo, sche:a. il fittadin refusa da dar enconuschent a l’affittader las cundiziuns da la locaziun;b. las cundiziuns da la locaziun èn abusivas cumpareglià cun talas dal contract da fittanza;c. la locaziun chaschuna dischavantatgs essenzials a l’affittader. Il fittadin è responsabel vers l’affittader ch’il sutfittadin u ch’il locatari na dovria la chaussa betg autramain che quai ch’igl è permess ad el sez. Per cuntanscher quai po l’affittader sa drizzar directamain al sutfittadin ed al locatari.J.  Transferiment da la fittanza sin ina terza persunaArt. 292Per transferir la fittanza da localitads da fatschenta sin ina terza persuna vala l’artitgel 263 confurm al senn.K.  Restituziun anticipada da la chaussaArt. 293 Sch’il fittadin restituescha la chaussa senza observar il termin da disditga, è el deliberà da sias obligaziuns vers l’affittader mo, sch’el propona in nov fittadin ch’è acceptabel per l’affittader; il nov fittadin sto esser solvent e pront da surpigliar il contract da fittanza per las medemas cundiziuns. Cas cuntrari sto el pajar il tschains da fittanza fin al mument che la relaziun da fittanza finescha u po vegnir terminada tenor contract u tenor lescha. L’affittader sto sa laschar metter a quint quai ch’el:a. spargna vi d’expensas; eb. gudogna u tralascha intenziunadamain da gudagnar duvrond la chaussa en autra moda.L.  ScuntradaArt. 294Per scuntrar pretensiuns e debits che resultan tras la relaziun da fittanza vala l’artitgel 265 confurm al senn.M.  Terminaziun da la relaziun da fittanzaI.  Scadenza da la durada fixadaArt. 295 Sche las partidas han concludì expressivamain u taciturnamain ina tscherta durada dal contract, finescha la relaziun da fittanza senza disditga cun la scadenza da quest termin. Sche las partidas cuntinueschan taciturnamain cun la relaziun da fittanza, vala quella per las medemas cundiziuns mintgamai per in ulteriur onn, sch’i n’è betg vegnì concludì insatge auter. Las partidas pon disdir la relaziun da fittanza ch’è vegnida cuntinuada – observond il termin legal – per la fin d’in onn da fittanza.II.  Termins da disditgaArt. 296 Las partidas pon disdir la relaziun da fittanza illimitada – observond in termin da 6 mais – sin tge termin ch’i saja, sch’i n’è betg fixà insatge auter tras contract u tenor l’isanza locala e sch’i na sto betg vegnir supponida in’autra veglia da las partidas sin fundament da la spezia da l’object da fittanza. Sche localitads d’abitar e da fatschenta èn vegnidas prendidas a fittanza illimitadamain, pon las partidas – observond in termin d’almain 6 mais – disdir il contract sin in termin d’usit local u, sch’i na dat betg ina isanza locala, per la fin d’ina durada da fittanza da 3 mais. Ellas pon concluder in termin pli lung ed in’autra data. Sche las partidas n’observan betg il termin u la data, vala la disditga per il proxim termin ch’è pussaivel.III.  Terminaziun extraordinaria1.  Per motivs impurtantsArt. 297 Per motivs impurtants pon las partidas – observond il termin legal – disdir ina relaziun da fittanza sin tge termin ch’i saja, sche l’adempliment dal contract è daventà insupportabel per ellas. Il derschader regla las consequenzas patrimonialas da la disditga anticipada, considerond tut las circumstanzas.2.  Concurs dal fittadinArt. 297a Sch’il fittadin fa concurs, suenter ch’el ha surpiglià la chaussa, finescha la relaziun da fittanza cun la decleraziun da concurs. Sche l’affittader survegn dentant garanzias suffizientas per il tschains da fittanza current e per l’inventari, sto el cuntinuar cun la fittanza fin la fin da l’onn da fittanza.3.  Mort dal fittadinArt. 297bSch’il fittadin mora, pon tant ses ertavels sco er l’affittader – observond il termin legal – disdir il contract sin il proxim termin legal.IV.  Furma da la disditga en cas da localitads d’abitar e da fatschentaArt. 298 L’affittader ed il fittadin da localitads d’abitar e da fatschenta ston disdir il contract en scrit. L’affittader sto disdir cun in formular ch’è approvà dal chantun e che inditgescha, co ch’il fittadin ha da proceder, sch’el vul contestar la disditga u pretender ina prolungaziun da la relaziun da fittanza. La disditga è nunvalaivla, sch’ella na correspunda betg a questas pretensiuns.N.  Restituziun da la chaussaI.  En generalArt. 299 Il fittadin restituescha la chaussa e l’entir inventari en quest stadi, en il qual els sa chattan il mument da la restituziun. Il fittadin po pretender ina indemnisaziun per meglieraziuns, sch’ellas èn resultadas tras:a. stentas che surpassan la gestiun duida da la chaussa;b. renovaziuns u midadas, per las qualas l’affittader ha dà ses consentiment en scrit. Il fittadin sto prestar ina indemnisaziun per pegiuraments ch’el avess pudì evitar cun ina gestiun duida da la chaussa. Cunvegnas, cun las qualas il fittadin s’oblighescha ordavant da pajar – a la fin da la relaziun da fittanza – ina indemnisaziun che cumpiglia autras chaussas che la cuvrida d’in eventual donn, èn nunvalaivlas.II.  Examinaziun da la chaussa ed annunzia al fittadinArt. 299a Il mument da la restituziun sto l’affittader examinar il stadi da la chaussa ed annunziar immediatamain mancanzas al fittadin, per las qualas quel è responsabel. Sche l’affittader tralascha quai, perda el ses dretgs, uschenavant ch’i na sa tracta betg da mancanzas che n’èn betg stadas vesaivlas en cas d’ina examinaziun usitada. Sche l’affittader chatta talas mancanzas pli tard, sto el annunziar immediatamain quellas al fittadin.III.  Remplazzament d’objects inventarisadsArt. 299b Sche l’inventari è vegnì stimà a chaschun da la surdada da la chaussa, sto il fittadin restituir – a la fin da la relaziun da fittanza – in inventari dal medem gener e da la medema valur da stimaziun u indemnisar la differenza da la valur. Il fittadin na sto betg indemnisar objects che mancan, sch’el cumprova che la perdita po vegnir attribuida ad ina culpa da l’affittader u a forza superiura. Il fittadin po pretender l’indemnisaziun da la plivalur ch’è resultada tras sias expensas e tras sia lavur.O.  Dretg da retenziunArt. 299cPer in tschains da fittanza scadì e per in tschains current ha l’affittader da localitads da fatschenta il medem dretg da retenziun sco il locatur per las pretensiuns da tschains da locaziun (art. 268 ss.).P.  Protecziun cunter la disditga abusiva en cas d’ina fittanza da localitads d’abitar e da fatschentaArt. 300 Per la protecziun cunter la disditga abusiva en cas d’ina fittanza da localitads d’abitar e da fatschenta vala il dretg da locaziun (art. 271–273c) confurm al senn. Las disposiziuns davart l’abitaziun da la famiglia (art. 273a) n’èn betg applitgablas.Q.  ProceduraArt. 301La procedura sa drizza tenor la Procedura civila.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).SR 272R.  Fittanza ed affittaziun da muvelI.  Dretgs ed obligaziuns dal fittadinArt. 302 En cas d’ina fittanza e d’ina affittaziun da muvel che n’è betg colliada cun ina fittanza agricula, appartegna il gudogn che resulta tras il muvel affittà al fittadin, nun ch’in contract u che l’isanza locala disponia autramain. Il fittadin sto pavlar e tgirar il muvel sco er pajar a l’affittader in tschains en daners u al dar ina part dal gudogn.II.  ResponsabladadArt. 303 Sch’il contract u sche l’isanza locala na dispona betg autramain, è il fittadin responsabel per il muvel affittà, nun ch’el possia cumprovar ch’el n’haja betg pudì impedir ils donns malgrà in bun quità e malgrà ina tgira premurusa. Per custs da tgira extraordinaris po il fittadin pretender ina indemnisaziun da l’affittader, nun ch’el haja chaschunà quests custs per atgna culpa. Il fittadin sto annunziar a l’affittader uschè svelt sco pussaivel accidents pli grevs u malsognas pli grevas.III.  DisditgaArt. 304 Sch’il contract è vegnì fatg per in temp illimità, al po mintga partida disdir sin tge termin ch’i saja, nun ch’il contract u che l’isanza locala disponia autramain. La disditga duai dentant vegnir fatga en buna fai e betg da temp maladattà.Novavel titel:  L’emprestEmprim chapitel:  L’emprest per il dieverA.  NoziunArt. 305Cun il contract d’emprest per il diever s’oblighescha l’emprestader da surlaschar a l’emprestant ina chaussa per il diever gratuit, e l’emprestant s’oblighescha da returnar la medema chaussa a l’emprestader suenter avair fatg diever da tala.B.  EffectI.  Dretg dal diever da l’emprestantArt. 306 L’emprestant dastga mo far quel diever da la chaussa emprestada che resulta tras il contract u, sch’i n’exista nagina cunvegna, quel diever che resulta tras la natira da la chaussa u tras sia destinaziun. El na dastga betg surlaschar la chaussa ad in’autra persuna per il diever. Sche l’emprestant cuntrafa a questas disposiziuns, è el er responsabel per la casualitad, nun ch’el possia cumprovar che la casualitad avess tutgà la chaussa er, sch’el avess observà las disposiziuns.II.  Custs da mantegnimentArt. 307 L’emprestant surpiglia ils custs ordinaris per il mantegniment da la chaussa, en cas d’animals emprestads en spezial ils custs per als pavlar. Per anticipaziuns extraordinarias ch’el ha stuì far en l’interess da l’emprestader, po el pretender ina indemnisaziun.III.  Responsabladad da plirs emprestantsArt. 308Sche pliras persunas han emprestà cuminaivlamain ina chaussa, èn ellas responsablas en moda solidara.C.  TerminaziunI.  En cas d’in diever determinàArt. 309 Sch’i n’è betg vegnida fixada ina durada, terminescha l’emprest per il diever, uschespert che l’emprestant ha duvrà la chaussa tenor contract u sche quel temp è scadì, entaifer il qual quest diever avess pudì vegnir fatg. L’emprestader po pretender enavos la chaussa pli baud, sche l’emprestant dovra quella en ina moda che cuntrafa al contract ubain sch’el pegiurescha quella ubain la surlascha ad ina terza persuna per il diever, u sche l’emprestader sez basegna urgentamain la chaussa pervia d’in cas nunprevis.II.  En cas d’in diever betg determinàArt. 310Sche l’emprestader ha surlaschà la chaussa per in diever che n’è determinà ni areguard la durada ni areguard l’intent, po el pretender enavos la chaussa, cur ch’el vul.III.  Mort da l’emprestantArt. 311L’emprest per il diever finescha cun la mort da l’emprestant.Segund chapitel:  L’emprest da danersA.  NoziunArt. 312Cun il contract d’emprest da daners s’oblighescha l’emprestader da transferir la proprietad vi d’ina summa da daners u vi d’autras chaussas remplazzablas, e l’emprestant s’oblighescha da restituir las chaussas da la medema spezia en la medema quantitad e qualitad.B.  EffectI.  Tschains1.  TschainsaziunArt. 313 L’emprest da daners po vegnir tschainsì en il traffic civil mo, sch’igl èn vegnids concludids tschains. En il traffic commerzial ston vegnir pajads tschains er senza ch’igl existia ina cunvegna.2.  Prescripziuns concernent ils tschainsArt. 314 Sch’il contract na fixescha betg l’autezza dal tschains, sto vegnir supponì quel tschains ch’è usità il mument ed al lieu, nua che l’emprest da daners è vegnì retschavì per la spezia correspundenta d’emprests da daners. Sch’i mancan autras cunvegnas, ston ils tschains fixads vegnir pajads annualmain. La cunvegna precedenta, ch’ils tschains duain vegnir agiunts al chapital e tschainsids vinavant ensemen cun quel, è nunvalaivla cun resalva da calculaziuns da tschains commerzialas en quints currents e tar furmas da fatschenta sumegliantas, tar las qualas igl è usità da calcular ils tschains dals tschains, sco en spezial tar cassas da spargn.II.  Surannaziun dal dretg da la consegna e da l’acceptaziunArt. 315Il dretg da l’emprestant da consegnar l’emprest da daners ed il dretg da l’emprestader d’acceptar l’emprest da daners suranneschan entaifer 6 mais a partir dal mument che l’autra partida è en retard.III.  Insolvenza da l’emprestantArt. 316 L’emprestader po refusar da consegnar l’emprest da daners, sche l’emprestant è daventà insolvent dapi ch’il contract è vegnì fatg. Questa cumpetenza ha l’emprestader er, sche l’insolvenza ha existì gia avant ch’il contract è vegnì fatg e sche questa insolvenza è vegnida enconuschenta ad el pir pli tard.C.  Consegna da vaglias e da rauba empè da danersArt. 317 Sche l’emprestant ha survegnì vaglias u rauba empè da la summa da daners concludida, vala sco summa da l’emprest da daners la valur da bursa u il pretsch da martgà che questas vaglias u che questa rauba avevan il mument ed al lieu, nua ch’ellas èn vegnidas consegnadas. Ina cunvegna cuntraria è nunvalaivla.D.  Temp dal rembursamentArt. 318Sch’il contract na fixescha ni ina tscherta data ni in termin da disditga e sch’el n’oblighescha betg l’emprestant da rembursar l’emprest da daners sin cumond da l’emprestader, sto l’emprestant rembursar l’emprest da daners entaifer 6 emnas a partir da l’emprim cumond.Dieschavel titel: Il contract da lavur Versiun tenor la cifra I da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (AS 1971 1465; BBl 1967 II 241). Guardar er art. 7 da las disp. fin. e trans. dal titel X a la fin dal DO.Emprim chapitel:  Il contract individual da lavurA.  Noziun e furmaziunI.  NoziunArt. 319 Tras il contract individual da lavur s’oblighescha il lavurant da lavurar durant in temp limità u illimità en il servetsch dal patrun, ed il patrun s’oblighescha da pajar in salari tenor il temp (salari per temp) u tenor la lavur prestada (salari per la lavur en accord). Sco contract individual da lavur vala er il contract, tras il qual in lavurant s’oblighescha da lavurar regularmain per ura, per mez di u per di (lavur a temp parzial) en il servetsch dal patrun.II.  FurmaziunArt. 320 Sche la lescha na dispona betg autramain, na dovra il contract individual da lavur betg in furma speziala per esser valaivel. El vala er sco concludì, sch’il patrun accepta durant in tschert temp la prestaziun d’ina lavur en ses servetsch, la quala po – tenor las circumstanzas – vegnir spetgada mo cunter in salari. Sch’il lavurant lavura en buna fai en il servetsch dal patrun sin basa d’in contract da lavur che sa mussa posteriuramain sco nunvalaivel, ston tuttas duas partidas ademplir las obligaziuns che resultan tras la relaziun da lavur da medema maniera sco sin basa d’in contract valaivel, fin ch’ina u l’autra partida metta fin a la relaziun da lavur, perquai ch’il contract è nunvalaivel.B.  Obligaziuns dal lavurantI.  Lavur persunalaArt. 321Il lavurant sto prestar persunalmain la lavur ch’el ha surpiglià tras il contract, nun ch’i saja vegnì concludì insatge auter u ch’i resultia insatge auter tras las circumstanzas.II.  Quità e fidaivladadArt. 321a Il lavurant sto exequir conscienziusamain la lavur ch’è vegnida surdada ad el e sto mantegnair en buna fai ils interess giustifitgads dal patrun. El sto utilisar en moda cumpetenta las maschinas, ils utensils da lavur, ils indrizs ed ils stabiliments tecnics sco er ils vehichels dal patrun e tractar tut quai cun quità; quai vala er per il material che vegn mess a disposiziun ad el per exequir la lavur. Durant la relaziun da lavur na dastga il lavurant betg lavurar a quint d’ina terza persuna, sch’el violescha qua tras sia obligaziun da fidaivladad, cunzunt sch’el concurrenzescha il patrun. Durant la relaziun da lavur na dastga il lavurant betg duvrar u communitgar ad autras persunas fatgs che ston restar confidenzials, en spezial secrets da fabricaziun e da fatschenta ch’el vegn a savair en il servetsch dal patrun; er suenter la fin da la relaziun da lavur è el obligà a la discreziun, sche quai è necessari per mantegnair ils interess giustifitgads dal patrun.III.  Pled e fatg, consegnaArt. 321b Il lavurant sto dar pled e fatg al patrun davart tut quai ch’el retschaiva – durant sia activitad contractuala – da terzas persunas per il patrun, en spezial davart summas da daners, e consegnar tut quai immediatamain al patrun. El sto er consegnar immediatamain al patrun quai ch’el producescha tras sia activitad contractuala.IV.  Lavur supplementaraArt. 321c Sch’i daventa necessari da prestar lavur supplementara en cumparegliaziun cun las uras da lavur ch’èn vegnidas concludidas, ch’èn usitadas u ch’èn determinadas tras in contract normal u tras in contract collectiv da lavur, è il lavurant obligà da prestar questa lavur, uschenavant ch’el è abel da la prestar ed uschenavant che questa lavur po vegnir pretendida dad el en buna fai. Cun il consentiment dal lavurant po il patrun cumpensar la lavur supplementara entaifer ina perioda adequata cun temp liber d’almain la medema durada. Sche la lavur supplementara na vegn betg cumpensada cun temp liber e sch’i n’è vegnì concludì nagut auter en scrit ubain tras in contract normal u tras in contract collectiv da lavur, sto il patrun pajar il salari per la lavur supplementara, il qual correspunda al salari normal plus in supplement d’almain in quart.V.  Observar ordinaziuns e directivasArt. 321d Davart l’execuziun da la lavur e davart il cumportament dals lavurants en il manaschi u en la chasada po il patrun decretar ordinaziuns generalas e dar directivas spezialas als lavurants. Il lavurant sto observar en buna fai las ordinaziuns generalas e las directivas spezialas dal patrun.VI.  Responsabladad dal lavurantArt. 321e Il lavurant è responsabel per il donn ch’el fa intenziunadamain u per negligientscha al patrun. La dimensiun dal quità, per il qual il lavurant sto star bun, sa drizza tenor la singula relaziun da lavur, resguardond la ristga professiunala, il grad da furmaziun u las enconuschientschas professiunalas che vegnan pretendidas per la lavur sco er las abilitads e las qualitads dal lavurant ch’il patrun ha u avess stuì enconuscher.C.  Obligaziuns dal patrunI.  Salari1.  Gener ed autezza en generalArt. 322 Il patrun sto pajar al lavurant il salari ch’è vegnì concludì, ch’è usità u ch’è determinà tras in contract normal u tras in contract collectiv da lavur. Sch’il lavurant viva en la chasada dal patrun, è il mantegniment en la chasada cun l’alloschi e cun l’alimentaziun ina part dal salari, nun ch’i saja vegnì concludì u ch’i saja usità insatge auter.2.  Participaziun al resultat da la fatschentaArt. 322a Sch’il lavurant ha in dretg contractual sin ina part dal gudogn u da la svieuta ubain autramain sin il resultat da la fatschenta, vegn questa part calculada sin basa dal resultat da l’onn da gestiun che vegn eruì tenor las prescripziuns legalas e tenor ils princips commerzials ch’èn renconuschids en general. Al lavurant ubain – empè da quel – ad in expert che vegn designà communablamain u da la dretgira sto il patrun dar las infurmaziuns necessarias e dar invista dals cudeschs da fatschenta, sche quai è necessari per la controlla. Sch’igl è vegnì concludì ina participaziun vi dal gudogn da l’interpresa, sto ultra da quai vegnir consegnada al lavurant – sch’el pretenda quai – ina copia dal quint economic. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).3.  Provisiuna.  Cumenzament dal dretgArt. 322b Sch’igl è vegnì concludì ch’il lavurant haja il dretg da survegnir ina provisiun per tschertas fatschentas, cumenza quest dretg, cur che la fatschenta è vegnida concludida valaivlamain cun la terza persuna. En cas da fatschentas cun in adempliment successiv sco er en cas da contracts d’assicuranza poi vegnir concludì en scrit ch’il dretg da survegnir ina provisiun cumenzia cun la scadenza u cun la prestaziun da mintga rata. Il dretg da survegnir ina provisiun s’extingua posteriuramain, sch’il patrun n’exequescha betg la fatschenta senza sia culpa u sche la terza persuna n’ademplescha betg sias obligaziuns; en cas d’in adempliment parzial vegn la provisiun reducida proporziunalmain.b.  RendaquintArt. 322c Sch’il contract n’oblighescha betg il lavurant da preschentar il rendaquint da sias provisiuns, sto il patrun consegnar al lavurant per mintga termin da pajament in rendaquint en scrit, inditgond las fatschentas che dattan il dretg da survegnir ina provisiun. Al lavurant ubain – empè da quel – ad in expert che vegn designà communablamain u da la dretgira sto il patrun dar las infurmaziuns necessarias e dar invista dals cudeschs e dals mussaments ch’èn decisivs per il rendaquint, sche quai è necessari per la controlla.4.  GratificaziunArt. 322d Sch’il patrun paja – ultra dal salari – ina indemnisaziun speziala a tschertas chaschuns, sco a Nadal u a la fin da l’onn da gestiun, ha il lavurant il dretg da survegnir quella, sche quai è vegnì concludì. Sche la relaziun da lavur finescha, avant che la chaschun da pajar l’indemnisaziun speziala haja lieu, ha il lavurant il dretg da survegnir ina part proporziunala da quella, sche quai è vegnì concludì.II.  Pajament dal salari1.  Termins da pajamentArt. 323 Sch’i n’èn betg vegnids concludids u sch’i n’èn betg usitads termins pli curts u auters termins e sch’i n’è betg determinà insatge auter tras in contract normal u tras in contract collectiv da lavur, sto il salari vegnir pajà al lavurant a la fin da mintga mais. Sch’i n’è betg vegnì concludì u sch’i n’è betg usità in termin pli curt, sto la provisiun vegnir pajada a la fin da mintga mais; sch’i dovra dentant dapli che 1 mez onn per exequir tschertas fatschentas, po il pajament da la provisiun vegnir suspendì per questas fatschentas tras ina cunvegna en scrit. La participaziun al resultat da la fatschenta sto vegnir pajada, uschespert che quella è vegnida eruida, il pli tard dentant 6 mais suenter la fin da l’onn da gestiun. A norma da la lavur prestada sto il patrun conceder al lavurant in pajament anticipà, sch’il lavurant dovra in tal pervia d’ina situaziun d’urgenza e sch’il patrun po far quai raschunaivlamain.2.  Retenziun dal salariArt. 323a Sche quai è vegnì concludì, sche quai è usità u sche quai è determinà tras in contract normal u tras in contract collectiv da lavur, dastga il patrun retegnair ina part dal salari. Dal salari che sto vegnir pajà il singul di da pajament na dastgi betg vegnir retegnì dapli ch’in dieschavel dal salari ed en tut betg dapli ch’il salari per 1 emna da lavur; dentant po in contract normal u in contract collectiv da lavur prevair ina retenziun pli auta. Sch’i n’è vegnì concludì u sch’i n’è usità nagut auter u sch’i n’è determinà nagut auter tras in contract normal u tras in contract collectiv da lavur, vala il salari retegnì sco garanzia per las pretensiuns dal patrun che resultan tras la relaziun da lavur e betg sco chasti convenziunal.3.  Garanzia dal salariArt. 323b Il salari en daners sto vegnir pajà al lavurant en valuta legala entaifer il temp da lavur, nun ch’i saja vegnì concludì u ch’i saja usità insatge auter; al lavurant stoi vegnir surdà in rendaquint en scrit. Il patrun dastga mo scuntrar cuntrapretensiuns cun la pretensiun dal salari, sche quella è impegnabla; dentant dastgan pretensiuns d’indemnisaziun per donns ch’èn vegnids fatgs intenziunadamain vegnir scuntradas illimitadamain. Cunvegnas davart l’utilisaziun dal salari en l’interess dal patrun èn nunvalaivlas.III.  Salari en cas d’impediment da lavurar1.  En cas da retard dal patrunArt. 324 Sche la lavur na po betg vegnir prestada per culpa dal patrun u sch’il patrun vegn per auters motivs en retard cun l’acceptaziun da la lavur, è el obligà da pajar il salari, senza ch’il lavurant saja obligà da prestar posteriuramain la lavur. Il lavurant sto sa laschar deducir dal salari quai ch’el ha spargnà pervia da l’impediment da lavurar, gudagnà tras in’autra lavur ubain tralaschà intenziunadamain da gudagnar.2.  En cas da retard dal lavuranta.  PrincipArt. 324a Sch’il lavurant vegn impedì senza sia culpa da lavurar, e quai per motivs che sa chattan tar sia atgna persuna, sco malsogna, accident, adempliment d’obligaziuns legalas u execuziun d’in uffizi public, sto il patrun pajar ad el il salari respectiv per in temp limità inclusiv ina indemnisaziun adequata per il salari en natiralias pers, sche la relaziun da lavur ha durà dapli che 3 mais u è vegnida concludida per dapli che 3 mais. Sch’i n’èn betg determinads temps pli lungs tras ina cunvegna, tras in contract normal u tras in contract collectiv da lavur, sto il patrun pajar – durant l’emprim onn da servetsch – il salari per 3 emnas, e suenter – tut tenor la durada da la relaziun da lavur e tut tenor las circumstanzas – il salari per in temp adequat pli lung. En cas da gravidanza da la lavuranta sto il patrun pajar il salari en la medema dimensiun. Tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur poi vegnir concludida ina regulaziun che divergescha da las disposiziuns qua survart, sche quella è almain equivalenta per il lavurant. Versiun tenor la cifra 1 da l’agiunta da la LF dals 3 d’oct. 2003, en vigur dapi il 1. da fan. 2005 (AS 2005 1429; BBl 2002 7522, 2003 1112 2923).b.  ExcepziunsArt. 324b Sch’il lavurant è – sin basa da prescripziuns legalas – assicurà obligatoricamain cunter las consequenzas economicas d’impediments da lavurar che resultan senza sia culpa, e quai per motivs che sa chattan tar sia atgna persuna, na sto il patrun betg pajar il salari, uschenavant che las prestaziuns d’assicuranza che vegnan debitadas per il temp limità cuvran almain quatter tschintgavels dal salari pers. Sche las prestaziuns d’assicuranza èn pli pitschnas, sto il patrun pajar la differenza tranter quellas ed ils quatter tschintgavels dal salari. Sche las prestaziuns d’assicuranza vegnan concedidas pir suenter in temp da spetga, sto il patrun pajar per quest temp almain quatter tschintgavels dal salari.Integrà tras la cifra 12 da l’agiunta da la LF davart l’assicuranza d’accidents, en vigur dapi il 1. da schan. 1984 (AS 1982 1676 art. 1 al. 1; BBl 1976 III 141).IV.  Cessiun ed impegnaziun da pretensiuns da salariArt. 325 Per segirar obligaziuns da mantegniment e da sustegn tenor il dretg da famiglia po il lavurant ceder u impegnar pretensiuns da salari futuras, e quai en quella dimensiun ch’ellas èn impegnablas; sin dumonda d’ina persuna participada fixescha l’uffizi da scussiun al domicil dal lavurant l’import che n’è betg impegnabel tenor l’artitgel 93 da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs. La cessiun e l’impegnaziun da pretensiuns da salari futuras per segirar autras obligaziuns èn nunvalaivlas.Versiun tenor la cifra I da la LF dals 14 da dec. 1990, en vigur dapi il 1. da fan. 1991 (AS 1991 974; BBl 1989 III 1233, 1990 I 120).SR 281.1V.  Lavur en accord1.  Assegnaziun da lavurArt. 326 Sch’il lavurant sto prestar – tenor il contract – exclusivamain lavur en accord mo per in patrun, sto quel assegnar lavur avunda. Sch’il patrun n’è senza sia culpa betg en cas d’assegnar lavur en accord tenor il contract u sche las relaziuns en il manaschi pretendan transitoricamain da prestar lavur pajada tenor il temp, po il patrun assegnar al lavurant tala lavur. Sch’il salari per temp n’è betg determinà tras ina cunvegna, tras in contract normal u tras in contract collectiv da lavur, sto il patrun pajar al lavurant il salari ch’el ha gudagnà fin alura en media per la lavur en accord. Sch’il patrun na po assegnar ni avunda lavur en accord ni avunda lavur pajada tenor il temp, è el tuttina obligà da pajar il salari ch’el avess da pajar cun assegnar lavur pajada tenor il temp, e quai tenor las prescripziuns davart il retard da l’acceptaziun.2.  SalariArt. 326a Sch’il lavurant sto prestar – tenor il contract – lavur en accord, sto il patrun communitgar al lavurant la tariffa dal salari, avant che quel cumenza cun la singula lavur. Sch’il patrun tralascha da far questa communicaziun, sto el pajar il salari tenor la tariffa ch’è fixada per lavurs equivalentas u sumegliantas.VI.  Utensils da lavur, material ed expensas1.  Utensils da lavur e materialArt. 327 Sch’i n’è vegnì concludì u sch’i n’è usità nagut auter, sto il patrun equipar il lavurant cun ils utensils e cun il material ch’el basegna per lavurar. Sch’il lavurant metta – cun il consentiment dal patrun – a disposiziun sez ils utensils u il material per exequir la lavur, sto el vegnir indemnisà adequatamain per quai, nun ch’i saja vegnì concludì u ch’i saja usità insatge auter.2.  Expensasa.  En generalArt. 327a Il patrun sto indemnisar al lavurant tut las expensas necessarias che resultan tras l’execuziun da la lavur e – sch’el sto lavurar ordaifer il lieu da lavur – er las expensas ch’el dovra per ses mantegniment. Tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur poi vegnir fixada – empè da las expensas – ina indemnisaziun fixa, en spezial ina diaria u ina indemnisaziun emnila u mensila fixa, che sto dentant cuvrir tut las expensas necessarias. Cunvegnas ch’il lavurant stoppia surpigliar cumplettamain u parzialmain sez las expensas necessarias, èn nunvalaivlas.b.  Vehichel a motorArt. 327b Sch’il lavurant utilisescha per sia lavur – cun il consentiment dal patrun – in vehichel a motor ch’il patrun u ch’el sez metta a disposiziun, ston vegnir bunifitgadas ad el las expensas usitadas per il manaschi e per il mantegniment dal vehichel en la dimensiun che quel vegn duvrà per la lavur. Sch’il lavurant metta a disposiziun sez in vehichel a motor cun il consentiment dal patrun, ston ultra da quai vegnir bunifitgadas ad el las taxas publicas per il vehichel, las premias per l’assicuranza da responsabladad ed ina indemnisaziun adequata per l’isada dal vehichel en la dimensiun che quel vegn duvrà per la lavur. ...Abolì tras la cifra 12 da l’agiunta da la LF dals 20 da mars 1981 davart l’assicuranza d’accidents, cun effect dapi il 1. da schan. 1984 (AS 1982 1676 art. 1 al. 1; BBl 1976 III 141).c.  PajamentArt. 327c Sin basa dal rendaquint dal lavurant sto l’indemnisaziun da las expensas vegnir pajada ensemen cun il salari, nun ch’i saja vegnì concludì u ch’i saja usità in termin pli curt. Sch’il lavurant sto far regularmain expensas per ademplir las obligaziuns contractualas, stoi vegnir pajà ad el in pajament anticipà adequat en tscherts intervals, dentant almain mintga mais.VII.  Protecziun da la persunalitad dal lavurant1.  En generalArt. 328 En la relaziun da lavur sto il patrun respectar e proteger la persunalitad dal lavurant, prender adequatamain resguard da sia sanadad e procurar che la moralitad vegnia mantegnida. En spezial sto el procurar ch’ils lavurants na vegnian betg mulestads sexualmain e ch’i na resultian nagins ulteriurs dischavantatgs per las victimas da mulestas sexualas. Per proteger la vita, la sanadad e l’integritad persunala dals lavurants sto el prender las mesiras ch’èn necessarias tenor l’experientscha, applitgablas tenor il stadi da la tecnica ed adattadas a las relaziuns en il manaschi u en la chasada, sche quai po vegnir pretendì raschunaivlamain dad el, resguardond la singula relaziun da lavur e la natira da la prestaziun pretendida.Integrà la segunda frasa tras la cifra 3 da l’agiunta da la LF d’egualitad dals 24 da mars 1995, en vigur dapi il 1. da fan. 1996 (AS 1996 498; BBl 1993 I 1248). Correctura da la Cumissiun da redacziun da l’AF (AS 1974 1051).Versiun tenor la cifra 3 da l’agiunta da la LF d’egualitad dals 24 da mars 1995, en vigur dapi il 1. da fan. 1996 (AS 1996 498; BBl 1993 I 1248).2.  En la chasada dal patrunArt. 328a Sch’il lavurant viva en la chasada dal patrun, sto il patrun procurar per in’alimentaziun suffizienta e per in alloschi irreproschabel. Sch’il lavurant vegn – pervia da malsogna u d’accident – impedì senza sia culpa da lavurar, sto il patrun conceder tgira e tractament medicinal per in tschert temp, e quai per 3 emnas durant l’emprim onn da servetsch, e suenter – tut tenor la durada da la relaziun da lavur e tut tenor las circumstanzas spezialas – per in temp adequat pli lung. En cas da gravidanza e da pagliola sto il patrun conceder las medemas prestaziuns a la lavuranta.3.  A chaschun da l’elavuraziun da datas da persunasArt. 328bIl patrun dastga mo elavurar datas davart il lavurant, sche questas datas concernan sia qualificaziun per la relaziun da lavur u èn necessarias per realisar il contract da lavur. Dal rest valan las disposiziuns da la Lescha federala dals 25 da settember 2020 davart la protecziun da datas.Integrà tras la cifra 2 da l’agiunta da la LF dals 19 da zer. 1992 davart la protecziun da datas, en vigur dapi il 1. da fan. 1993 (AS 1993 1945; BBl 1988 II 413). SR 235.1 Versiun da la segunda frasa tenor la cifra II 18 da l’agiunta 1 da la LF dals 25 da sett. 2020 davart la protecziun da datas, en vigur dapi il 1. da sett. 2023 (AS 2022 491; BBl 2017 6941).VIII.  Temp liber, vacanzas e congedi1.  Temp liber Versiun tenor la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da fan. 2021 (AS 2020 4525; BBl 2019 4103).Art. 329 Il patrun sto conceder al lavurant mintga emna 1 di liber, per regla la dumengia u – nua che las circumstanzas na permettan betg quai – in lavurdi entir. Sut circumstanzas spezialas e cun il consentiment dal lavurant po il patrun excepziunalmain conceder ad el plirs dis libers in suenter l’auter u – empè dad 1 di liber – 2 mezs dis libers. Al lavurant ston dal rest vegnir concedids las uras ed ils dis libers usitads e – suenter che la plazza è vegnida disditga – il temp ch’i dovra per tschertgar in’autra plazza. Fixond il temp liber stoi vegnir tegnì quint adequatamain dals interess dal patrun sco er dal lavurant.2.  Vacanzasa.  DuradaArt. 329a Mintga onn da servetsch sto il patrun conceder al lavurant almain 4 emnas vacanzas, al lavurant che n’ha betg anc cumplenì 20 onns almain 5 emnas vacanzas. ... Per in onn da servetsch incumplet ston las vacanzas vegnir concedidas proporziunalmain a la durada da la relaziun da lavur durant l’onn da servetsch respectiv.Versiun tenor la cifra I da la LF dals 16 da dec. 1983, en vigur dapi il 1. da fan. 1984 (AS 1984 580; BBl 1982 III 201).Abolì tras la cifra I da la LF dals 16 da dec. 1983, cun effect dapi il 1. da fan. 1984 (AS 1984 580; BBl 1982 III 201).b.  ReducziunArt. 329b Sch’il lavurant è impedì da lavurar per atgna culpa, e quai en tut durant dapli che 1 mais entaifer 1 onn da servetsch, po il patrun reducir las vacanzas per in dudeschavel per mintga mais entir d’absenza. Sche l’impediment n’importa en tut betg dapli che 1 mais entaifer 1 onn da servetsch e sch’el è vegnì chaschunà senza la culpa dal lavurant tras motivs che sa chattan tar la persuna dal lavurant, sco malsogna, accident, adempliment d’obligaziuns legalas, execuziun d’in uffizi public u congedi per giuvenils, na dastga il patrun betg reducir las vacanzas. Il patrun na dastga er betg reducir las vacanzas, sche:a. ina lavuranta è impedida da lavurar fin 2 mais pervia da gravidanza;b. ina lavuranta ha retratg in congedi da maternitad tenor l’artitgel 329f;c. ina lavuranta u in lavurant ha retratg il congedi da l’auter genitur tenor l’artitgel 329g u il congedi en cas da mort da la mamma tenor l’artitgel 329g;d. ina lavuranta u in lavurant ha retratg in congedi d’assistenza tenor l’artitgel 329i;e. ina lavuranta u in lavurant ha retratg in congedi d’adopziun tenor l’artitgel 329j. Tras in contract normal u tras in contract collectiv da lavur poi vegnir concludida ina regulaziun che divergescha dals alineas 2 e 3, sche quella è tut en tut almain equivalenta per il lavurant.Versiun tenor l’art. 117 da la LF davart l’assicuranza cunter la dischoccupaziun, en vigur dapi il 1. da schan. 1984 (AS 1982 2184; BBl 1980 III 489).Versiun tenor l’art. 13 da la LF dals 6 d’oct. 1989 davart la lavur cun giuvenils, en vigur dapi il 1. da schan. 1991 (AS 1990 2007; BBl 1988 I 825). Versiun tenor la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Versiun tenor la cifra 1 da l’agiunta da la LF dal 1. d’oct. 2021, en vigur dapi il 1. da schan. 2023 (AS 2022 468; BBl 2019 7095, 7303). Versiun tenor la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da fan. 2021 (AS 2020 4525; BBl 2019 4103).Integrà tras la cifra I da la LF dals 16 da dec. 1983, en vigur dapi il 1. da fan. 1984 (AS 1984 580; BBl 1982 III 201).c.  Coerenza e dataArt. 329c Las vacanzas ston per regla vegnir concedidas en il decurs da l’onn da servetsch respectiv; almain 2 emnas da vacanzas ston suandar ina l’autra. Il patrun fixescha la data da las vacanzas, resguardond ils giavischs dal lavurant, uschenavant che quels èn cumpatibels cun ils interess dal manaschi u da la chasada.Versiun tenor la cifra I da la LF dals 16 da dec. 1983, en vigur dapi il 1. da fan. 1984 (AS 1984 580; BBl 1982 III 201).d.  SalariArt. 329d Il patrun ha da pajar al lavurant l’entir salari per la durada da las vacanzas ed ina indemnisaziun adequata per il salari en natiralias pers. Durant la relaziun da lavur na dastgan las vacanzas betg vegnir cumpensadas cun prestaziuns finanzialas u cun autras prestaziuns. Sch’il lavurant presta – durant las vacanzas – ina lavur pajada per ina terza persuna e sche quai violescha ils interess giustifitgads dal patrun, po il patrun refusar da pajar il salari da vacanzas e pretender enavos il salari da vacanzas ch’è gia vegnì pajà.3.  Congedi per la lavur cun giuvenils ordaifer la scolaArt. 329e Fin ch’il lavurant ha cumplenì il 30avel onn da vegliadetgna, sto il patrun conceder ad el durant mintga onn da servetsch in congedi per giuvenils da tut en tut fin 1 emna da lavur, e quai tant per l’activitad gratuita en ina funcziun da direcziun, da tgira u da cussegliaziun en il rom da la lavur cun giuvenils ordaifer la scola en in’organisaziun culturala u sociala sco er per la scolaziun e per la furmaziun supplementara necessaria. Il lavurant n’ha betg il dretg da survegnir il salari durant il congedi per giuvenils. Tras ina cunvegna, tras in contract normal u tras in contract collectiv da lavur poi vegnir concludida in’autra regulaziun a favur dal lavurant. Il patrun ed il lavurant sa cunvegnan davart la data e davart la durada dal congedi per giuvenils, resguardond ils interess da tuttas duas partidas. En cas ch’els na vegnan betg da sa cunvegnir, sto il congedi per giuvenils vegnir concedì, sch’il lavurant ha annunzià al patrun gia 2 mais ordavant l’intenziun da far valair ses dretg. Ils dis da congedi per giuvenils che na vegnan betg retratgs scrodan a la fin da l’onn chalendar. Sin dumonda dal patrun sto il lavurant cumprovar sias activitads e sias funcziuns en il rom da la lavur cun giuvenils ordaifer la scola.Integrà tras l’art. 13 da la LF dals 6 d’oct. 1989 davart la lavur cun giuvenils, en vigur dapi il 1. da schan. 1991 (AS 1990 2007; BBl 1988 I 825).4.  Congedi da maternitadArt. 329f  Suenter la pagliola ha la lavuranta il dretg d’in congedi da maternitad d’almain 14 emnas. Sche l’uffant novnaschì vegn ospitalisà, sa prolunghescha il congedi da maternitad per la durada prolungada dal pajament da l’indemnisaziun da maternitad. En cas da mort da l’auter genitur durant ils 6 mais suenter la naschientscha da l’uffant ha la lavuranta il dretg d’in congedi supplementar da 2 emnas; ella po retrair quest congedi en furma d’entiras emnas u da singuls dis entaifer 6 mais a partir dal di suenter la mort.Integrà tras la cifra 1 da l’agiunta da la LF dals 3 d’oct. 2003, en vigur dapi il 1. da fan. 2005 (AS 2005 1429; BBl 2002 7522, 2003 1112 2923). Integrà tras la cifra II da la LF dals 18 da dec. 2020, en vigur dapi il 1. da fan. 2021 (AS 2021 288; BBl 2019 141). Integrà tras la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742).5.  Congedi da l’auter genitura.  En generalArt. 329g Il dretg dal congedi da 2 emnas da l’auter genitur ha:a. il lavurant ch’è – il mument da la naschientscha da l’uffant – ses bab legitim u daventa quai entaifer ils proxims 6 mais;b. la lavuranta ch’è – il mument da la naschientscha da l’uffant – l’auter genitur legal. Il congedi sto vegnir retratg entaifer 6 mais suenter la naschientscha da l’uffant. Quest termin è suspendì durant il congedi tenor l’artitgel 329g. Il congedi po vegnir retratg en furma d’entiras emnas u da singuls dis. Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars (AS 2020 4525; BBl 2019 4103). Versiun tenor la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742).b.  En cas da mort da la mammaArt. 329g Sche la mamma mora il di da la naschientscha u durant las 14 emnas suenter la naschientscha, ha l’auter genitur il dretg d’in congedi da 14 emnas; quest congedi sto vegnir retratg a partir dal di suenter la mort en furma da dis consecutivs. L’auter genitur ha il dretg dal congedi, sche la relaziun da figlialanza è constituida il di da la mort u vegn constituida durant las 14 emnas suenter il di da la mort. Sche l’uffant novnaschì vegn ospitalisà tenor l’artitgel 329f alinea 2, sa prolunghescha il congedi tenor l’alinea 1 per la durada da l’ospitalisaziun, maximalmain dentant per 8 emnas. Integrà tras la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742).6.  Congedi per l’assistenza da confamigliarsArt. 329hIl lavurant ha il dretg d’in congedi pajà per il temp ch’è necessari per assister in commember da la famiglia u il partenari da vita che ha ina restricziun da la sanadad; il congedi importa dentant maximalmain 3 dis per eveniment e maximalmain 10 dis per onn. Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da schan. 2021 (AS 2020 4525; BBl 2019 4103).7.  Congedi per tgirar in uffant cun grevs problems da la sanadad pervia da malsogna u d’accidentArt. 329i Sch’il lavurant ha il dretg d’ina indemnisaziun d’assistenza tenor ils artitgels 16n–16s LCG, perquai che ses uffant ha grevs problems da la sanadad pervia da malsogna u d’accident, ha el il dretg d’in congedi d’assistenza da maximalmain 14 emnas.  Il congedi d’assistenza sto vegnir retratg entaifer in termin general da 18 mais. Il termin general cumenza quel di, per il qual l’emprima diaria vegn retratga.  Sche tuts dus geniturs èn lavurants, ha mintga genitur il dretg d’in congedi d’assistenza da maximalmain 7 emnas. Els pon sa cunvegnir da reparter autramain il congedi. Il congedi po vegnir retratg en ina giada u durant singuls dis.  Il patrun sto vegnir infurmà immediatamain davart las modalitads da la retratga dal congedi sco er davart eventualas midadas. Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da fan. 2021 (AS 2020 4525; BBl 2019 4103). SR 834.18.  Congedi d’adopziunArt. 329j Il lavurant che recepescha in uffant en vista ad in’adopziun, ha il dretg d’in congedi d’adopziun da 2 emnas, sche las premissas tenor l’artitgel 16t LCG èn ademplidas. Il congedi d’adopziun sto vegnir retratg entaifer l’emprim onn suenter la recepziun da l’uffant. Il congedi d’adopziun po vegnir retratg d’in genitur u vegnir repartì sin ils geniturs. Ils geniturs na pon betg retrair a medem temp il congedi. El po vegnir retratg per emna u per di. Integrà tras la cifra 1 da l’agiunta da la LF dal 1. d’oct. 2021, en vigur dapi il 1. da schan. 2023 (AS 2022 468; BBl 2019 7095, 7303). SR 834.1IX.  Ulteriuras obligaziuns1.  CauziunArt. 330 Sch’il lavurant surdat al patrun ina cauziun per segirar sias obligaziuns che resultan tras la relaziun da lavur, sto il patrun tegnair separada la cauziun da sia facultad e prestar al lavurant ina garanzia persuenter. Il patrun sto restituir la cauziun il pli tard a la fin da la relaziun da lavur, nun che la data da la restituziun saja vegnida suspendida tras ina cunvegna en scrit. Sch’il patrun fa pretensiuns dispitaivlas che resultan tras la relaziun da lavur, po el retegnair la cauziun, fin che la chaussa è decidida; sin dumonda dal lavurant sto el dentant deponer l’import retegnì tar la dretgira. En cas da concurs dal patrun po il lavurant pretender che la cauziun, che vegn tegnida separada da la facultad dal patrun, vegnia restituida, cun resalva da las pretensiuns dal patrun che resultan tras la relaziun da lavur.2.  AttestatArt. 330a Il lavurant po pretender da tut il temp dal patrun in attestat davart il gener e davart la durada da la relaziun da lavur sco er davart sias prestaziuns e davart ses cumportament. Sch’il lavurant dumonda explicitamain quai, sto l’attestat sa restrenscher a las indicaziuns davart il gener e davart la durada da la relaziun da lavur.3.  Obligaziun da dar infurmaziunsArt. 330b Sch’ina relaziun da lavur è vegnida concludida per in temp illimità u per dapli che 1 mais, sto il patrun infurmar en scrit il lavurant il pli tard 1 mais suenter il cumenzament da la relaziun da lavur davart:a. il num da las partidas contrahentas;b. la data dal cumenzament da la relaziun da lavur;c. la funcziun dal lavurant;d. il salari ed eventuals supplements da salari;e. il temp da lavur per emna. Sch’i vegnan midads durant la relaziun da lavur elements dal contract che suttastattan a l’obligaziun da dar infurmaziuns tenor l’alinea 1, ston questas midadas vegnir communitgadas en scrit al lavurant il pli tard 1 mais suenter ch’ellas èn entradas en vigur. Integrà tras l’art. 2 cifra 2 dal COF dals 17 da dec. 2004 pertutgant l’approvaziun e la realisaziun dal protocol concernent l’extensiun da la cunvegna davart la libra circulaziun da persunas sin ils novs stadis commembers da la CE tranter la Confederaziun svizra d’ina vart e la Communitad europeica e ses stadis commembers da l’autra vart sco er pertutgant l’approvaziun da la revisiun da las mesiras accumpagnantas concernent la libra circulaziun da persunas, en vigur dapi il 1. d’avr. 2006 (AS 2006 979; BBl 2004 5891 6565).D.  Provediment dal persunalI.  Obligaziuns dal patrunVersiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).Art. 331 Sch’il patrun furnescha prestaziuns al provediment dal persunal u sch’ils lavurants pajan contribuziuns per quest intent, sto il patrun transferir questas prestaziuns u contribuziuns ad ina fundaziun, ad in’associaziun u ad ina instituziun dal dretg public. Sche las prestaziuns dal patrun e sche eventualas contribuziuns dal lavurant vegnan applitgadas per assicurar il lavurant cunter malsogna, cunter accidents, sur la vita, cunter invaliditad u en cas da mort tar ina interpresa ch’è suttamessa a la surveglianza da las assicuranzas u tar in’autra cassa da malsauns renconuschida, na sto il patrun betg transferir las prestaziuns u las contribuziuns tenor l’alinea precedent, sch’il lavurant ha ina pretensiun directa cunter l’instituziun d’assicuranza il mument ch’il cas assicurà capita. Sch’il lavurant sto pajar contribuziuns ad ina instituziun da prevenziun, è il patrun obligà da pajar a medem temp contribuziuns ch’èn almain uschè grondas sco tut las contribuziuns da tut ils lavurants; las contribuziuns dal patrun ston vegnir finanziadas tras agens meds u tras reservas da contribuziuns da l’instituziun da prevenziun; las reservas ston vegnir accumuladas ordavant per quest intent e ston esser cudeschadas separadamain. Il pli tard la fin da l’emprim mais suenter l’onn chalendar u suenter l’onn d’assicuranza, per il qual las contribuziuns ston vegnir pajadas, sto il patrun transferir a l’instituziun da prevenziun la part da la contribuziun ch’è vegnida deducida dal salari dal lavurant, ensemen cun sia part da la contribuziun. Il patrun sto dar il scleriment necessari al lavurant davart ils dretgs ch’el po far valair cunter ina instituziun da prevenziun u cunter ina instituziun d’assicuranza. Sin dumonda dal post central da la 2. pitga al furnescha il patrun las indicaziuns disponiblas ch’èn adattadas da chattar las persunas che han il dretg sin dabuns emblidads u las instituziuns che administreschan tals dabuns.Expressiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).Versiun tenor la cifra 2 da l’agiunta da la LF dals 3 d’oct. 2003 (1. revisiun da la LPP), en vigur dapi il 1. da schan. 2005 (AS 2004 1677; BBl 2000 2637).Expressiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533). Integrà tras la cifra II 2 da la LF dals 18 da dec. 1998, en vigur dapi il 1. da matg 1999 (AS 1999 1384; BBl 1998 V 5569).II.  Cumenzament e fin da la prevenziunArt. 331a La prevenziun cumenza il di che la relaziun da lavur cumenza; ella finescha il di ch’il lavurant banduna l’instituziun da prevenziun. Il lavurant profitescha dentant d’ina protecziun da prevenziun cunter las ristgas da mort e d’invaliditad fin a la conclusiun d’ina nova relaziun da prevenziun, maximalmain dentant durant 1 mais. Per la prevenziun ch’è garantida suenter la finiziun da la relaziun da prevenziun po l’instituziun da prevenziun pretender contribuziuns da ristga dal lavurant.Versiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).III.  Cessiun ed impegnaziunArt. 331bAvant la scadenza na po la pretensiun da prestaziuns da prevenziun futuras ni vegnir cedida ni vegnir impegnada valaivlamain.Versiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).IV.  Resalvas per motivs da sanadadArt. 331cAreguard las ristgas da mort e d’invaliditad dastgan las instituziuns da prevenziun far resalvas per motivs da sanadad. Questas resalvas dastgan durar maximalmain 5 onns.Versiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).V.  Promoziun da la proprietad d’abitaziuns1.  ImpegnaziunArt. 331d Fin 3 onns avant ch’il dretg da survegnir prestaziuns da vegliadetgna cumenza, po il lavurant impegnar ses dretg da survegnir prestaziuns da prevenziun u in import fin a l’autezza da sias prestaziuns da libra circulaziun per la proprietad d’ina abitaziun per l’agen basegn. L’impegnaziun è er admissibla per acquistar certificats da participaziun d’ina societad per la construcziun d’abitaziuns u participaziuns sumegliantas, sch’il lavurant utilisescha sez l’abitaziun che vegn confinanziada en questa moda. Per esser valaivla sto l’impegnaziun vegnir communitgada en scrit a l’instituziun da prevenziun. Lavurants ch’èn pli vegls che 50 onns dastgan impegnar maximalmain la prestaziun da libra circulaziun, sin la quala els avessan gì il dretg a la vegliadetgna da 50 onns, u la mesadad da la prestaziun da libra circulaziun ch’è s’accumulada il mument da l’impegnaziun. Sch’il lavurant è maridà, è l’impegnaziun mo permessa, sche ses conjugal dat ses consentiment en scrit. Sch’i n’è betg pussaivel da survegnir il consentiment u sch’il consentiment vegn refusà, po il lavurant appellar a la dretgira civila. La medema regulaziun vala per partenadis registrads. Sch’il pegn vegn realisà avant il cas da prevenziun u avant il pajament en daner blut, vegnan applitgads ils artitgels 30d, 30e, 30g ed 83a da la Lescha federala dals 25 da zercladur 1982 davart la prevenziun professiunala per vegls, survivents ed invaliditad. Il Cussegl federal fixescha:a. ils intents d’impegnaziun admissibels e la noziun «proprietad d’abitaziuns per l’agen basegn»;b. las premissas che ston esser ademplidas per impegnar certificats da participaziun d’ina societad per la construcziun d’abitaziuns u participaziuns sumegliantas.Integrà tras la cifra II da la LF dals 17 da dec. 1993 davart la promoziun da la proprietad d’abitaziuns cun meds da la prevenziun professiunala, en vigur dapi il 1. da schan. 1995 (AS 1994 2372; BBl 1992 VI 237). Versiun da la segunda frasa tenor la cifra 1 da l’agiunta da la LF dals 19 da zer. 2015 (cumpensaziun da la prevenziun professiunala en cas da divorzi), en vigur dapi il 1. da schan. 2017 (AS 2016 2313; BBl 2013 4887). Versiun tenor la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288). SR 831.40 Versiun tenor la cifra 1 da l’agiunta da la LF dals 19 da zer. 2015 (cumpensaziun da la prevenziun professiunala en cas da divorzi), en vigur dapi il 1. da schan. 2017 (AS 2016 2313; BBl 2013 4887).2.  Retratga anticipadaArt. 331e Fin 3 onns avant ch’il dretg da survegnir prestaziuns da vegliadetgna cumenza, po il lavurant far valair tar sia instituziun da prevenziun il dretg da survegnir in import per la proprietad d’ina abitaziun per l’agen basegn. Fin al 50avel onn da vegliadetgna dastgan ils lavurants retrair in import fin a l’autezza da la prestaziun da libra circulaziun. Persunas assicuradas ch’èn pli veglias che 50 onns dastgan pretender maximalmain la prestaziun da libra circulaziun, sin la quala ellas avessan il dretg a la vegliadetgna da 50 onns, u la mesadad da la prestaziun da libra circulaziun ch’è s’accumulada il mument da la retratga. Il lavurant po er duvrar quest import per acquistar certificats da participaziun d’ina societad per la construcziun d’abitaziuns u participaziuns sumegliantas, sch’el utilisescha sez l’abitaziun che vegn confinanziada en questa moda. Tras la retratga vegn reducì a medem temp il dretg da survegnir prestaziuns da prevenziun confurm als reglaments da prevenziun e confurm a las basas tecnicas da l’instituziun da prevenziun respectiva. Per evitar che la protecziun da prevenziun giaja a perder en cas da mort u d’invaliditad pervia d’ina reducziun da las prestaziuns, offrescha l’instituziun da prevenziun in’assicuranza supplementara u intermediescha ina tala. Sch’il lavurant è maridà, èn la retratga e mintga ulteriura constituziun d’in dretg da pegn immobigliar mo permessas, sche ses conjugal dat il consentiment en scrit. Sch’i n’è betg pussaivel da survegnir il consentiment u sch’il consentiment vegn refusà, po il lavurant appellar a la dretgira civila. La medema regulaziun vala per partenadis registrads. Sch’ils conjugals vegnan divorziads avant l’entrada d’in cas da prevenziun, vala la retratga anticipada sco prestaziun da libra circulaziun e vegn partida tenor l’artitgel 123 dal Cudesch civil svizzer, tenor ils artitgels 280 e 281 CPC e tenor ils artitgels 22–22b da la Lescha dals 17 da december 1993 davart la libra circulaziun. La medema regulaziun vala per la schliaziun giudiziala d’in partenadi registrà. Sche la retratga anticipada u sche l’impegnaziun mettan en dumonda sia liquiditad, po l’instituziun da prevenziun suspender la liquidaziun da las dumondas correspundentas. En ses reglament fixescha ella in urden da prioritads per la suspensiun da questas retratgas anticipadas respectivamain da questas impegnaziuns. Il Cussegl federal regla ils detagls. Dal rest valan ils artitgels 30d, 30e, 30g ed 83a da la Lescha federala dals 25 da zercladur 1982 davart la prevenziun professiunala per vegls, survivents ed invaliditad.Integrà tras la cifra II da la LF dals 17 da dec. 1993 davart la promoziun da la proprietad d’abitaziuns cun meds da la prevenziun professiunala, en vigur dapi il 1. da schan. 1995 (AS 1994 2372; BBl 1992 VI 237). Versiun tenor la cifra 1 da l’agiunta da la LF dals 19 da zer. 2015 (cumpensaziun da la prevenziun professiunala en cas da divorzi), en vigur dapi il 1. da schan. 2017 (AS 2016 2313; BBl 2013 4887). SR 210 SR 272 SR 831.42 Versiun tenor la cifra 1 da l’agiunta da la LF dals 19 da zer. 2015 (cumpensaziun da la prevenziun professiunala en cas da divorzi), en vigur dapi il 1. da schan. 2017 (AS 2016 2313; BBl 2013 4887).SR 831.40 Versiun tenor la cifra 1 da l’agiunta da la LF dals 19 da zer. 2015 (cumpensaziun da la prevenziun professiunala en cas da divorzi), en vigur dapi il 1. da schan. 2017 (AS 2016 2313; BBl 2013 4887).3.  Restricziuns durant che l’instituziun da prevenziun n’è betg cuvrida suffizientamainArt. 331f  En ses reglament po l’instituziun da prevenziun prevair che l’impegnaziun, che la retratga anticipada e ch’il rembursament pon vegnir restrenschids areguard il temp ed areguard l’import u vegnir refusads dal tuttafatg durant ina perioda da sutgaranzia. Il Cussegl federal fixescha las premissas, sut las qualas las restricziuns tenor l’alinea 1 èn admissiblas, e determinescha lur dimensiun. Integrà tras la cifra 2 da l’agiunta da la LF dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2005 (AS 2004 4635; BBl 2003 6399).E.  Dretgs sin invenziuns e sin designsArt. 332 Invenziuns e designs, las qualas u ils quals il lavurant fa u creescha ubain a la producziun da las qualas u dals quals el cooperescha exequind sias activitads da servetsch u ademplind sias obligaziuns contractualas, appartegnan al patrun, e quai independentamain da lur protegibladad. Tras ina cunvegna en scrit po il patrun sa resalvar l’acquist d’invenziuns e da designs ch’il lavurant fa u creescha exequind sias activitads da servetsch, betg dentant ademplind sias obligaziuns contractualas. Il lavurant che fa u che creescha ina invenziun u in design tenor l’alinea 2 sto communitgar quai en scrit al patrun; entaifer 6 mais sto il patrun communitgar en scrit al lavurant, sch’el vul acquistar l’invenziun u il design ubain al surlaschar al lavurant. Sche l’invenziun u sch’il design na vegn betg surlaschà al lavurant, sto il patrun pajar ina indemnisaziun adequata ad el; fixond questa indemnisaziun ston vegnir resguardadas tut las circumstanzas, en spezial la valur economica da l’invenziun u dal design, la cooperaziun dal patrun e da sias persunas auxiliaras, il diever dals indrizs da manaschi, ils custs dal lavurant sco er sia posiziun en il manaschi. Versiun tenor la cifra II 1 da l’agiunta da la LF dals 5 d’oct. 2001 davart il design, en vigur dapi il 1. da fan. 2002 (AS 2002 1456; BBl 2000 2729).Art. 332a Abolì tras la cifra II 1 da l’agiunta da la LF dals 5 d’oct. 2001 davart il design, cun effect dapi il 1. da fan. 2002 (AS 2002 1456; BBl 2000 2729).F.  Transferiment da la relaziun da lavur1.  EffectsVersiun tenor la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).Art. 333 Sch’il patrun transferescha il manaschi u ina part dal manaschi ad ina terza persuna, passa – il di dal transferiment – la relaziun da lavur cun tut ils dretgs e cun tut las obligaziuns a l’acquistader, nun ch’il lavurant refusia il transferiment. Sche la relaziun da lavur transferida è reglada tras in contract collectiv da lavur, sto l’acquistader observar quest contract durant 1 onn, nun ch’el fineschia avant pervia da scadenza u pervia da disditga. Sch’il transferiment vegn refusà, vegn la relaziun da lavur schliada cun la fin dal termin legal da disditga; fin a quest termin èn l’acquistader dal manaschi ed il lavurant obligads d’ademplir il contract. Il patrun vertent e l’acquistader dal manaschi stattan buns solidaricamain per las pretensiuns dal lavurant ch’èn scadidas avant il transferiment e che scadan pli tard fin al mument che la relaziun da lavur avess pudì vegnir terminada en moda regulara u vegn terminada en cas ch’il lavurant refusa il transferiment. Dal rest na po il patrun betg transferir ad ina terza persuna ils dretgs che resultan tras la relaziun da lavur, nun ch’i saja vegnì concludì insatge auter u ch’i resultia insatge auter tras las circumstanzas.Versiun tenor la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).2.  Consultaziun da la represchentanza dals lavurantsArt. 333a Sch’in patrun transferescha il manaschi u ina part dal manaschi ad ina terza persuna, sto el infurmar a temp, avant la realisaziun dal transferiment, la represchentanza dals lavurants u – per mancanza d’ina tala – ils lavurants sezs davart:a. il motiv dal transferiment;b. las consequenzas giuridicas, economicas e socialas dal transferiment per ils lavurants. Sch’igl èn – pervia dal transferiment – previsas mesiras che concernan ils lavurants, ston la represchentanza dals lavurants u – per mancanza d’ina tala – ils lavurants sezs vegnir consultads a temp, avant la realisaziun dal transferiment.Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).3.  Transferiment dal manaschi en cas d’insolvenzaArt. 333bSch’il manaschi u ina part dal manaschi vegn transferì ad ina terza persuna durant in moratori, en il rom d’in concurs u d’in contract d’accumodament cun cessiun da facultad, passa la relaziun da lavur cun tut ils dretgs e cun tut las obligaziuns a l’acquistader, premess che quai saja vegnì fixà uschia cun l’acquistader e ch’il lavurant na refusia betg il transferiment. Dal rest valan l’artitgel 333, cun excepziun da ses alinea 3, e l’artitgel 333a tenor il senn.Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).G.  Fin da la relaziun da lavurI.  Relaziun da lavur limitadaArt. 334 Ina relaziun da lavur limitada finescha senza disditga. Sch’ina relaziun da lavur limitada vegn cuntinuada taciturnamain suenter la fin da la durada fixada, vala ella sco relaziun da lavur illimitada. Suenter la scadenza da 10 onns po ina relaziun da lavur limitada, ch’è vegnida concludida per pli che 10 onns, vegnir disditga da mintga partida contrahenta da tut temp per la fin d’in mais, observond in termin da disditga da 6 mais.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).II.  Relaziun da lavur illimitada1.  Disditga en generalArt. 335 Ina relaziun da lavur illimitada po vegnir disditga da mintga partida contrahenta da tut temp. La partida che disdescha sto motivar en scrit la disditga, sche l’autra partida pretenda quai.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).2.  Termins da disditgaa.  En generalArt. 335a Per il patrun e per il lavurant ston ils termins da disditga esser identics; en cas d’ina cunvegna cuntradictorica vala il termin pli lung per tuttas duas partidas. Sch’il patrun ha disditg la relaziun da lavur per motivs economics u sch’el ha communitgà ina tala intenziun, dastgan dentant vegnir concludids termins da disditga pli curts a favur dal lavurant tras ina cunvegna, tras in contract normal u tras in contract collectiv da lavur.Integrà tras la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).b.  Durant il temp d’emprovaArt. 335b Durant il temp d’emprova dastga la relaziun da lavur vegnir disditga da tut temp, observond in termin da disditga da 7 dis; sco temp d’emprova vala l’emprim mais da la relaziun da lavur. Tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur pon vegnir concludidas cunvegnas divergentas; il temp d’emprova dastga dentant vegnir prolungà a maximalmain 3 mais. En cas ch’il temp d’emprova vegn effectivamain reducì pervia da malsogna, pervia d’accident u pervia da l’adempliment d’ina obligaziun legala che n’è betg vegnida surpigliada voluntarmain, vegn il temp d’emprova prolungà correspundentamain.Integrà tras la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).c.  Suenter il temp d’emprovaArt. 335c La relaziun da lavur po vegnir disditga durant l’emprim onn da servetsch observond in termin da disditga dad 1 mais, durant il segund fin e cun il 9avel onn da servetsch observond in termin da disditga da 2 mais, e suenter observond in termin da disditga da 3 mais, e quai mintgamai per la fin d’in mais. Quests termins dastgan vegnir midads tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur; sut 1 mais dastgan els dentant vegnir reducids mo tras in contract collectiv da lavur e mo per l’emprim onn da servetsch. Sch’il patrun disdescha la relaziun da lavur e sche la lavuranta u il lavurant ha – avant la fin da la relaziun da lavur – il dretg dal congedi da l’auter genitur en il senn da l’artitgel 329g, vegn il termin da disditga prolungà per ils dis da congedi anc betg retratgs.Integrà tras la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551). Integrà tras la cifra 1 da l’agiunta da la LF dals 27 da sett. 2019 (AS 2020 4689; BBl 2019 3405 3851). Versiun tenor la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742).II.  Relaschada en massa1.  NoziunArt. 335dRelaschadas en massa èn disditgas ch’il patrun pronunzia en in manaschi entaifer 30 dis per motivs che na stattan betg en connex cun la persuna dal lavurant e che concernan:1. almain 10 lavurants en manaschis che occupan per regla passa 20 e main che 100 lavurants;2. almain 10 pertschient dals lavurants en manaschis che occupan per regla almain 100 e main che 300 lavurants;3. almain 30 lavurants en manaschis che occupan per regla almain 300 lavurants.Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).2.  Champ d’applicaziunArt. 335e Las disposiziuns davart la relaschada en massa valan er per relaziuns da lavur limitadas, sche quellas fineschan avant la fin da la durada fixada. Ellas na valan betg per manaschis che vegnan serrads sin basa da decisiuns giudizialas, per relaschadas en massa en consequenza d’in concurs u per contracts d’accumodament cun cessiun da facultad.Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).Versiun tenor l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).3.  Consultaziun da la represchentanza dals lavurantsArt. 335f  Sch’il patrun ha l’intenziun da pronunziar ina relaschada en massa, sto el consultar la represchentanza dals lavurants u – per mancanza d’ina tala – ils lavurants sezs. L’emprim als dat il patrun almain la pussaivladad da far propostas per evitar las disditgas u per reducir lur dumber sco er per diminuir lur consequenzas. A la represchentanza dals lavurants u – per mancanza d’ina tala – als lavurants sezs sto el dar tut las infurmaziuns utilas e communitgar en scrit en mintga cas:a. ils motivs da la relaschada en massa;b. il dumber da lavurants che duain vegnir relaschads;c. il dumber da lavurants ch’èn occupads per regla;d. la perioda, entaifer la quala las disditgas duain vegnir pronunziadas. A l’uffizi chantunal da lavur trametta el ina copia da la communicaziun tenor l’alinea 3.Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).4.  ProceduraArt. 335g Il patrun sto communitgar en scrit a l’uffizi chantunal da lavur mintga relaschada en massa previsa e sto trametter ina copia da questa communicaziun a la represchentanza dals lavurants u – per mancanza d’ina tala – als lavurants sezs. La communicaziun sto cuntegnair ils resultats da la consultaziun da la represchentanza dals lavurants (art. 335f) e tut las indicaziuns utilas davart la relaschada en massa previsa. L’uffizi chantunal da lavur emprova da chattar soluziuns per ils problems che vegnan chaschunads tras la relaschada en massa previsa. La represchentanza dals lavurants u – per mancanza d’ina tala – ils lavurants sezs pon inoltrar lur remartgas a l’uffizi chantunal da lavur. Sche la relaziun da lavur è vegnida disditga en il rom d’ina relaschada en massa, finescha ella 30 dis suenter che la relaschada en massa previsa è vegnida communitgada a l’uffizi chantunal da lavur, nun che la disditga entria en vigur ad in termin posteriur tenor las disposiziuns contractualas u legalas.Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).5.  Plan sociala.  Noziun e principsArt. 335h Il plan social è ina cunvegna, en la quala il patrun ed ils lavurants fixeschan las mesiras per evitar disditgas, per limitar il dumber da disditgas e per mitigiar lur consequenzas. El na dastga betg periclitar la cuntinuitad dal manaschi.Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).b.  Obligaziun da manar tractativasArt. 335i Il patrun sto manar tractativas cun ils lavurants cun la finamira da fixar in plan social, sch’el:a. occupa normalmain almain 250 lavurants; eb. ha l’intenziun da relaschar entaifer 30 dis almain 30 lavurants per motivs che na stattan betg en connex cun lur persuna. Disditgas ch’èn repartidas sur in temp, ma che sa basan sin la medema decisiun manaschiala vegnan quintadas ensemen. Il patrun maina tractativas:a. cun las federaziuns da lavurants participadas al contract collectiv da lavur, sch’el è partida da quest contract collectiv da lavur;b. cun la represchentanza dals lavurants; uc. directamain cun ils lavurants, sch’ils lavurants n’han nagina represchentanza. Las federaziuns da lavurants, la represchentanza dals lavurants u ils lavurants pon clamar experts a las tractativas. Quels èn suttamess a l’obligaziun da discreziun envers persunas che n’appartegnan betg al manaschi.Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).c.  Fixaziun tras ina dretgira da cumpromissArt. 335j Sche las partidas na vegnan betg da sa cunvegnir ad in plan social, sto vegnir nominada ina dretgira da cumpromiss. La dretgira da cumpromiss fixescha in plan social tras ina sentenzia da cumpromiss lianta.Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).d.  Durant ina procedura da concurs u d’accumodamentArt. 335kLas disposiziuns davart il plan social (art. 335h–335j) na valan betg per relaschadas en massa che han lieu durant ina procedura da concurs u d’accumodament che vegn concludida cun in contract d’accumodament.Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).III.  Protecziun cunter la disditga1.  Disditga abusivaa.  PrincipArt. 336 La disditga d’ina relaziun da lavur è abusiva, sch’ella vegn pronunziada d’ina partida:a. per ina raschun che sa chatta tar la persunalitad da l’autra partida, nun che questa raschun stettia en in connex cun la relaziun da lavur u disturbia considerablamain la collavuraziun en il manaschi;b. perquai che l’autra partida exequescha in dretg constituziunal, nun che l’execuziun da quest dretg violeschia in’obligaziun che resulta tras la relaziun da lavur u disturbia considerablamain la collavuraziun en il manaschi;c. sulettamain per impedir ch’i cumenzian pretensiuns da l’autra partida che resultan tras la relaziun da lavur;d. perquai che l’autra partida fa valair en buna fai pretensiuns che resultan tras la relaziun da lavur;e. perquai che l’autra partida presta obligatoricamain servetsch militar u servetsch da protecziun civila svizzer u servetsch civil svizzer ubain ademplescha in’obligaziun legala che n’è betg vegnida surpigliada voluntarmain. La disditga da la relaziun da lavur tras il patrun è ultra da quai abusiva, sch’ella vegn pronunziada:a. perquai ch’il lavurant appartegna u n’appartegna betg ad ina federaziun da lavurants u perquai ch’el exequescha legalmain in’activitad sindicala;b. durant ch’il lavurant fa part – sco represchentant elegì dals lavurants – d’ina instituziun da l’interpresa u d’ina instituziun ch’è colliada cun l’interpresa, entant ch’il patrun na po betg cumprovar d’avair gì in motiv giustifitgà per pronunziar la disditga;c. en il rom d’ina relaschada en massa, senza avair consultà la represchentanza dals lavurants u – per mancanza d’ina tala – ils lavurants sezs (art. 335f). Sch’il mandat d’in represchentant dals lavurants va a fin pervia dal transferiment da la relaziun da lavur (art. 333), cuntinuescha sia protecziun tenor l’alinea 2 litera b uschè ditg, sco quai ch’il mandat avess durà en cas che la relaziun da lavur na fiss betg vegnida transferida.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).Versiun tenor la cifra 3 da l’agiunta da la LF dals 6 d’oct. 1995 davart il servetsch civil, en vigur dapi il 1. d’oct. 1996 (AS 1996 1445; BBl 1994 III 1609).Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).b.  SancziunsArt. 336a La partida che disdescha la relaziun da lavur en moda abusiva, ha da pajar ina indemnisaziun a l’autra partida. L’indemnisaziun vegn fixada dal derschader, tegnend quint da tut las circumstanzas; ella na dastga dentant betg surpassar l’import che correspunda al salari dal lavurant per 6 mais. Pretensiuns d’indemnisaziun che resultan tras auters titels giuridics restan resalvadas. Sche la disditga è abusiva tenor l’artitgel 336 alinea 2 litera c, na dastga l’indemnisaziun betg importar dapli ch’il salari dal lavurant per 2 mais.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).Integrà tras la cifra I da la LF dals 17 da dec. 1993, en vigur dapi il 1. da matg 1994 (AS 1994 804; BBl 1993 I 805).c.  ProceduraArt. 336b Tgi che vul far valair ina indemnisaziun sin basa dals artitgels 336 e 336a, sto inoltrar ina protesta en scrit cunter la disditga tar l’autra partida, e quai fin il pli tard a la scadenza dal termin da disditga. Sche la protesta è vegnida inoltrada valaivlamain e sche las partidas na sa cunvegnan betg da cuntinuar cun la relaziun da lavur, po la partida che ha survegnì la disditga far valair ses dretg da survegnir ina indemnisaziun. Sch’i na vegn betg purtà plant entaifer 180 dis suenter la finiziun da la relaziun da lavur, scada il dretg.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).2.  Disditga da temp maladattàa.  Tras il patrunArt. 336c Suenter la fin dal temp d’emprova na dastga il patrun betg disdir la relaziun da lavur:a. durant che l’autra partida presta obligatoricamain servetsch militar u servetsch da protecziun civila svizzer u servetsch civil svizzer e – sch’il servetsch dura passa 11 dis – durant las 4 emnas avant e suenter;b. durant ch’il lavurant è – senza sia culpa – impedì cumplettamain u parzialmain da lavurar pervia da malsogna u d’accident, e quai l’emprim onn da servetsch durant 30 dis, a partir dal segund fin e cun il 5avel onn da servetsch durant 90 dis ed a partir dal 6avel onn da servetsch durant 180 dis;c. durant la gravidanza e durant las 16 emnas suenter la pagliola;c. avant la fin dal congedi da maternitad prolungà tenor l’artitgel 329f alinea 2;c. tranter il cumenzament dal congedi tenor l’artitgel 329f alinea 3 e l’ultim di da congedi retratg, maximalmain dentant durant 3 mais a partir dal temp da bloccada tenor la litera c;c. uschè ditg ch’il dretg d’in congedi d’assistenza tenor l’artitgel 329i exista, maximalmain dentant durant 6 mais a partir dal di ch’il termin general cumenzà;c. durant il congedi tenor l’artitgel 329g;d. durant ch’il lavurant sa participescha – cun il consentiment dal patrun – ad in servetsch che l’autoritad federala cumpetenta ha ordinà en il rom d’ina acziun d’agid a l’exteriur. La disditga che vegn pronunziada durant in temp da bloccada tenor l’alinea 1 è nunvalaivla; sche la disditga è dentant vegnida pronunziada avant il cumenzament d’in tal temp da bloccada e sch’il termin da disditga n’è betg anc scadì fin alura, vegn la scadenza dal termin interrutta e cuntinuada pir suenter la fin dal temp da bloccada. Sch’i vala – per la fin da la relaziun da lavur – in termin final, sco la fin d’in mais u la fin d’ina emna da lavur, e sche quest termin final n’è betg identic cun la fin dal termin da disditga ch’è vegnì cuntinuà, sa prolunghescha il termin da disditga fin al proxim termin final.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).Versiun tenor la cifra 3 da l’agiunta da la LF dals 6 d’oct. 1995 davart il servetsch civil, en vigur dapi il 1. d’oct. 1996 (AS 1996 1455; BBl 1994 III 1609).Rectifitgà da la Cumissiun da redacziun da l’AF (art. 33 LRC – AS 1974 1051). Integrà tras la cifra II da la LF dals 18 da dec. 2020, en vigur dapi il 1. da fan. 2021 (AS 2021 288; BBl 2019 141). Integrà tras la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Oriundamain: lit. c, lura c. Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da fan. 2021 (AS 2020 4525; BBl 2019 4103). Integrà tras la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742).b.  Tras il lavurantArt. 336d Suenter la fin dal temp d’emprova na dastga il lavurant betg disdir la relaziun da lavur, sch’in superiur cun funcziuns ch’il lavurant è en cas d’exequir, ubain sch’il patrun sez è impedì d’exequir l’activitad tenor las premissas da l’artitgel 336c alinea 1 litera a e sch’il lavurant ha da surpigliar questa activitad durant l’impediment. L’artitgel 336c alineas 2 e 3 è applitgabel analogamain.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).IV.  Schliaziun immediata1.  Premissasa.  Per motivs impurtantsArt. 337 Per motivs impurtants po tant il patrun sco er il lavurant schliar da tut temp immediatamain la relaziun da lavur; la schliaziun immediata sto vegnir motivada en scrit, sche l’autra partida pretenda quai. Sco motiv impurtant vala en spezial mintga circumstanza che na permetta – tenor las reglas da buna fai – betg pli a la persuna che ha pronunzià la disditga da cuntinuar cun la relaziun da lavur. Davart l’existenza da talas circumstanzas decida il derschader tenor ses appreziar; el na dastga dentant renconuscher en nagin cas sco motiv impurtant il fatg ch’il lavurant è stà impedì senza sia culpa da lavurar.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).b.  Pervia d’insolvenza dal patrunArt. 337aSch’il patrun daventa insolvent, po il lavurant schliar immediatamain la relaziun da lavur, nun ch’ina garanzia vegnia prestada ad el entaifer in termin adequat per sias pretensiuns che resultan tras la relaziun da lavur.2.  Consequenzasa.  En cas da schliaziun giustifitgadaArt. 337b Sch’il motiv impurtant per schliar immediatamain la relaziun da lavur è quel ch’ina partida contrahenta ha violà il contract, sto questa partida contrahenta indemnisar l’entir donn, e quai resguardond tut las pretensiuns che resultan tras la relaziun da lavur. En ils auters cas fixescha il derschader tenor ses appreziar las consequenzas pecuniaras da la schliaziun immediata, tegnend quint da tut las circumstanzas.b.  En cas da relaschada nungiustifitgadaArt. 337c Sch’il patrun relascha immediatamain il lavurant senza motivs impurtants, ha il lavurant il dretg da quai ch’el avess gudagnà, sche la relaziun da lavur fiss vegnida terminada observond il termin da disditga ubain a la fin da la durada determinada dal contract. Il lavurant sto sa laschar deducir quai ch’el ha spargnà pervia da la fin da la relaziun da lavur sco er quai ch’el ha gudagnà tras in’autra lavur u ha tralaschà intenziunadamain da gudagnar. Il derschader po obligar il patrun da pajar al lavurant ina indemnisaziun ch’el fixescha tenor appreziar, tegnend quint da tut las circumstanzas; questa indemnisaziun na dastga dentant betg surpassar il salari dal lavurant per 6 mais.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).c.  Betg cumparair a la lavur u bandunar la lavur senza motivs giustifitgadsArt. 337d Sch’il lavurant na cumpara betg a la lavur u banduna la lavur senza motivs impurtants, ha il patrun il dretg da survegnir ina indemnisaziun che correspunda ad in quart dal salari per 1 mais; plinavant ha el il dretg da vegnir indemnisà per ulteriurs donns. Sch’il patrun n’ha betg subì in donn u sch’il donn è pli pitschen che quel che correspunda a l’indemnisaziun tenor l’alinea precedent, po il derschader reducir l’indemnisaziun tenor ses appreziar. Sch’il dretg da survegnir ina indemnisaziun n’extingua betg tras scuntrada, sto el vegnir fatg valair tras plant u tras scussiun entaifer 30 dis, dapi ch’il lavurant n’è betg cumparì a la lavur u ha bandunà la lavur; cas cuntrari scada il dretg. ...Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551). Cuntrari al sboz dal Cussegl federal ha l’AF acceptà in text ch’è dal tuttafatg identic cun la versiun oriunda.Abolì tras la cifra I da la LF dals 18 da mars 1988, cun effect dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).V.  Mort dal lavurant u dal patrun1.  Mort dal lavurantArt. 338 Cun la mort dal lavurant extingua la relaziun da lavur. Il patrun ha dentant da pajar il salari per 1 ulteriur mais e suenter 5 onns da servetsch per 2 ulteriurs mais, quintà dal di da la mort davent, sch’il lavurant lascha enavos in conjugal, in partenari registrà ubain uffants minorens u – per mancanza da quests ertavels – autras persunas, vers las qualas el ha ademplì in’obligaziun da sustegn. Versiun tenor la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).2.  Mort dal patrunArt. 338a Cun la mort dal patrun vegn la relaziun da lavur transferida als ertavels; las prescripziuns davart il transferiment da la relaziun da lavur en cas d’in transferiment dal manaschi èn applitgablas confurm al senn. Sche la relaziun da lavur è vegnida concludida essenzialmain per resguard da la persuna dal patrun, extingua ella cun sia mort; il lavurant po dentant pretender ina indemnisaziun adequata per il donn che resulta per el, perquai che la relaziun da lavur è ida a fin anticipadamain.VI.  Consequenzas da la fin da la relaziun da lavur1.  Pajament da las pretensiunsArt. 339 Cun la fin da la relaziun da lavur ston vegnir pajadas tut las pretensiuns che resultan tras la relaziun da lavur. Per pretensiuns da provisiuns per fatschentas che vegnan ademplidas cumplettamain u parzialmain suenter la fin da la relaziun da lavur, po il pajament vegnir suspendì tras ina cunvegna en scrit, per regla dentant betg per dapli che 6 mais, en cas da fatschentas cun in adempliment successiv betg per dapli che 1 onn ed en cas da fatschentas d’assicuranza sco er en cas da fatschentas che dovran dapli che 1 mez onn per vegnir liquidadas, betg per dapli che 2 onns. La pretensiun d’ina participaziun al resultat da la fatschenta sto vegnir pajada a norma da l’artitgel 323 alinea 3.2.  RestituziunArt. 339a Il mument che la relaziun da lavur finescha ha mintga partida contrahenta da restituir a l’autra partida contrahenta tut quai ch’ella ha survegnì dad ella u da terzas persunas – per la durada da la relaziun da lavur – a quint da l’autra partida contrahenta. Il lavurant ha en spezial da dar enavos vehichels e permiss da manischar sco er da restituir pajaments anticipads dal salari e d’expensas, sche quests pajaments surpassan sias pretensiuns. Resalvads restan ils dretgs da retenziun da las partidas contrahentas.3.  Indemnisaziun da partenzaa.  PremissasArt. 339b Sche la relaziun da lavur d’in lavurant d’almain 50 onns finescha suenter 20 onns da servetsch u dapli, al sto il patrun pajar ina indemnisaziun da partenza. Sch’il lavurant mora durant la relaziun da lavur, sto l’indemnisaziun vegnir pajada al conjugal survivent, al partenari registrà ubain als uffants minorens u – per mancanza da quests ertavels – ad autras persunas, vers las qualas il lavurant ha ademplì in’obligaziun da sustegn. Versiun tenor la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).b.  Autezza e pajamentArt. 339c L’autezza da l’indemnisaziun po vegnir fixada tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur; ella na dastga dentant betg sutpassar l’import che correspunda al salari dal lavurant per 2 mais. Sche l’autezza da l’indemnisaziun n’è betg determinada, sto ella vegnir fixada dal derschader tenor ses appreziar, tegnend quint da tut las circumstanzas; ella na dastga dentant betg surpassar l’import che correspunda al salari dal lavurant per 8 mais. L’indemnisaziun po vegnir reducida u stritgada, sch’il lavurant disdescha la relaziun da lavur senza motivs impurtants u sch’il patrun schlia immediatamain la relaziun da lavur per motivs impurtants u sch’il patrun vegniss en ina situaziun d’urgenza, pajond questa indemnisaziun. L’indemnisaziun sto vegnir pajada a la fin da la relaziun da lavur; il termin da pajament po dentant vegnir suspendì tras ina cunvegna en scrit, tras in contract normal u tras in contract collectiv da lavur ubain tras il derschader.c.  Prestaziuns da cumpensaziunArt. 339d Sch’il lavurant survegn prestaziuns d’ina instituziun da prevenziun per il persunal, pon questas prestaziuns vegnir deducidas da l’indemnisaziun da partenza, uschenavant ch’ellas èn vegnidas finanziadas ubain dal patrun ubain da l’instituziun da prevenziun per il persunal sin basa da contribuziuns dal patrun. Il patrun n’ha er betg da pajar ina indemnisaziun, sch’el s’oblighescha da pajar al lavurant prestaziuns da prevenziun futuras u lascha garantir quai tras ina terza persuna.Versiun tenor la cifra 2 da l’agiunta da la LF dals 25 da zer. 1982 davart la prevenziun professiunala per vegliadetgna, survivents ed invaliditad, en vigur dapi il 1. da schan. 1985 (AS 1983 797 art. 1 al. 1; BBl 1976 I 149).VII.  Scumond da concurrenza1.  PremissasArt. 340 Il lavurant ch’è abel d’agir po s’obligar en scrit vers il patrun da desister suenter la fin da la relaziun da lavur da tut las activitads da concurrenza, en spezial da manar sin agen quint ina fatschenta che stat en concurrenza cun la fatschenta dal patrun e da lavurar en ina tala fatschenta u da sa participar ad ina tala fatschenta. Il scumond da concurrenza è mo liant, sch’il lavurant survegn – tras la relaziun da lavur – invista dal circul da clientella u da secrets da fatschenta e sche l’utilisaziun da questas enconuschientschas pudess donnegiar considerablamain il patrun.2.  RestricziunsArt. 340a Il scumond sto vegnir limità adequatamain areguard il lieu, areguard il temp ed areguard l’object per excluder in engrevgiament malgist da l’avegnir economic dal lavurant; il scumond dastga surpassar 3 onns mo sut circumstanzas spezialas. Il derschader po restrenscher tenor ses appreziar in scumond excessiv da concurrenza, e quai tegnend quint da tut las circumstanzas e resguardond adequatamain in’eventuala cuntraprestaziun dal patrun.3.  Consequenzas dal surpassamentArt. 340b Sch’in lavurant surpassa il scumond da concurrenza, sto el indemnisar il donn che resulta tras quai per il patrun. Sch’in surpassament dal scumond è sancziunà cun in chasti convenziunal e sch’i n’è vegnì concludì nagut auter, po il lavurant sa deliberar dal scumond, pajond il chasti convenziunal; per mintga ulteriur donn sto el dentant star bun. Sin basa d’ina cunvegna speziala en scrit po il patrun pretender – ultra dal chasti convenziunal e da l’indemnisaziun d’ulteriurs donns – ch’il stadi che violescha il contract vegnia eliminà, sch’ils interess violads u smanatschads dal patrun e sch’il cumportament dal lavurant giustifitgeschan quai.4.  Scrudada dal scumondArt. 340c Il scumond da concurrenza scroda, cur ch’igl è cumprovà ch’il patrun n’ha betg pli in interess considerabel da mantegnair quest scumond. Plinavant croda il scumond, sch’il patrun disdescha la relaziun da lavur, senza ch’il lavurant l’avess dà in motiv giustifitgà, ubain sch’il lavurant schlia la relaziun da lavur per in motiv giustifitgà ch’il patrun sto responsar.H.  Nunpussaivladad da renunziar a la surannaziunArt. 341 Durant la relaziun da lavur e durant 1 mais suenter sia fin na po il lavurant betg renunziar a pretensiuns che resultan tras prescripziuns stringentas da la lescha u tras disposiziuns stringentas d’in contract collectiv da lavur. Las prescripziuns generalas davart la surannaziun èn applitgablas per las pretensiuns che resultan tras la relaziun da lavur.I.  Resalva dal dretg public e ses effects sin il dretg civilArt. 342 Resalvadas restan:a. las prescripziuns da la Confederaziun, dals chantuns e da las vischnancas davart la relaziun da servetsch da dretg public, nun ch’ellas concernian l’artitgel 331 alinea 5 ed ils artitgels 331a–331e;b. las prescripziuns da dretg public da la Confederaziun e dals chantuns davart la lavur e davart la furmaziun professiunala. Sche las prescripziuns da la Confederaziun u dals chantuns davart la lavur e davart la furmaziun professiunala imponan al patrun u al lavurant in’obligaziun da dretg public, ha l’autra partida contrahenta il dretg da pretender l’adempliment sin via civila, sche l’obligaziun pudess esser ina part d’in contract individual da lavur.Versiun tenor la cifra II 2 da la LF dals 18 da dec. 1998, en vigur dapi il 1. da matg 1999 (AS 1999 1384; BBl 1998 V 5569).Art. 343Abolì tras la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, cun effect dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).Segund chapitel:  Ils contracts individuals spezials da lavurA. Il contract d’emprendissadiVersiun tenor la cifra II 3 da l’agiunta da la LF dals 13 da dec. 2002 davart la furmaziun professiunala, en vigur dapi il 1. da schan. 2004 (AS 2003 4557; BBl 2000 56868).I.  Noziun e furmaziun1.  NoziunArt. 344Tras il contract d’emprendissadi s’oblighescha il patrun da scolar l’emprendist en moda cumpetenta per ina tscherta professiun, e l’emprendist s’oblighescha da lavurar per quest intent en il servetsch dal patrun.2.  Furmaziun e cuntegnArt. 344a Per esser valaivel sto il contract d’emprendissadi vegnir concludì en scrit. Il contract ha da reglar il gener e la durada da la furmaziun professiunala, il salari, il temp d’emprova, il temp da lavur e las vacanzas. Il temp d’emprova na dastga betg importar main che 1 mais e betg dapli che 3 mais. Sche las partidas contrahentas n’han betg fixà in temp d’emprova en il contract d’emprendissadi, vala in temp d’emprova da 3 mais. Avant sia fin po il temp d’emprova vegnir prolungà excepziunalmain fin a 6 mais, e quai tras ina cunvegna da las partidas e cun il consentiment da l’autoritad chantunala. Il contract po cuntegnair ulteriuras disposiziuns, en spezial davart l’acquist dals utensils da lavur, davart las contribuziuns a l’alloschi ed a l’alimentaziun, davart la surpigliada da premias d’assicuranza u d’autras prestaziuns da las partidas contrahentas. Cunvegnas che restrenschan la libra decisiun da l’emprendist areguard sia professiun suenter la fin da l’emprendissadi, èn nunvalaivlas.II.  Effects1.  Obligaziuns spezialas da l’emprendist e da sia represchentanza legalaArt. 345 L’emprendist ha da far tut il pussaivel per cuntanscher la finamira da l’emprendissadi. La represchentanza legala da l’emprendist ha da sustegnair il patrun il meglier pussaivel en l’adempliment da sia incumbensa ed ha da promover la buna enclegientscha tranter il patrun e l’emprendist.2.  Obligaziuns spezialas dal patrunArt. 345a Il patrun ha da procurar che l’emprendissadi stettia sut la responsabladad d’ina persuna dal fatg che posseda las abilitads professiunalas e las qualitads persunalas necessarias per quest intent. Il patrun ha da conceder a l’emprendist – senza reducir il salari – il temp ch’è necessari per frequentar la scola professiunala spezialisada ed ils curs intermanaschials sco er per sa participar als examens finals d’emprendissadi. A l’emprendist che n’ha betg anc cumplenì 20 onns ha el da conceder almain 5 emnas vacanzas per mintga onn d’emprendissadi. El dastga engaschar l’emprendist per autras lavurs che las lavurs da sia professiun e per lavur en accord mo, sche talas lavurs stattan en connex cun sia professiun e na restrenschan betg la furmaziun.III.  Fin dal contract1.  Schliaziun anticipadaArt. 346 Durant il temp d’emprova dastga la relaziun d’emprendissadi vegnir disditga da tut temp, observond in termin da disditga da 7 dis. Per motivs impurtants en il senn da l’artitgel 337 po la relaziun d’emprendissadi vegnir schliada immediatamain, en spezial sche:a. la persuna dal fatg ch’è responsabla per la furmaziun n’ha betg las abilitads professiunalas e las qualitads persunalas necessarias per scolar l’emprendist;b. l’emprendist n’ha betg las disposiziuns corporalas u spiertalas ch’èn indispensablas per sia furmaziun ubain sia sanadad u sia morala è periclitada; l’emprendist ed eventualmain sia represchentanza legala ston l’emprim vegnir tadlads;c. la furmaziun na po betg vegnir terminada u po vegnir terminada mo sut cundiziuns considerablamain differentas da las cundiziuns previsas.2.  Attestat d’emprendissadiArt. 346a Suenter la fin da l’emprendissadi ha il patrun da dar a l’emprendist in attestat che cuntegna las infurmaziuns necessarias davart la professiun emprendida e davart la durada da l’emprendissadi. Sin dumonda da l’emprendist ubain da sia represchentanza legala sto l’attestat er infurmar davart las abilitads, davart las prestaziuns e davart il cumportament da l’emprendist.B.  Il contract d’engaschament dal viagiatur da commerziI.  Noziun e furmaziun1.  NoziunArt. 347 Tras il contract d’engaschament dal viagiatur da commerzi s’oblighescha il viagiatur da commerzi d’intermediar u da concluder – per in salari ed a quint dal possessur d’ina fatschenta da commerzi, d’ina fatschenta da fabricaziun u d’ina fatschenta commerziala d’auter gener – fatschentas da tut gener ordaifer las localitads da fatschenta dal patrun. Il lavurant che n’exequescha betg principalmain in’activitad da viagiatur u che lavura mo occasiunalmain u transitoricamain per il patrun, na vala betg sco viagiatur da commerzi; il medem vala per il viagiatur che concluda fatschentas sin agen quint.2.  Furmaziun e cuntegnArt. 347a La relaziun da lavur sto vegnir reglada tras in contract en scrit che duai en spezial cuntegnair disposiziuns davart:a. la durada e la fin da la relaziun da lavur;b. ils plainpudairs dal viagiatur da commerzi;c. la remuneraziun e l’indemnisaziun da las expensas;d. il dretg applitgabel e la dretgira cumpetenta, sch’ina partida contrahenta è domiciliada a l’exteriur. Sche la relaziun da lavur n’è betg reglada tras in contract en scrit, vegn il cuntegn, ch’è circumscrit en l’alinea precedent, determinà tras las prescripziuns legalas e tras las cundiziuns da lavur usitadas. La cunvegna a bucca vala mo per fixar il cumenzament da la lavur, il gener ed il territori da l’activitad da viagiatur sco per determinar ulteriuras disposiziuns che na stattan betg en cuntradicziun cun las prescripziuns legalas e cun il contract en scrit.II.  Obligaziuns e plainpudairs dal viagiatur da commerzi1.  Obligaziuns spezialasArt. 348 Il viagiatur da commerzi ha da visitar la clientella en la moda ch’è vegnida prescritta ad el, nun ch’in motiv giustifitgà sforzia el da far ina midada; senza la permissiun en scrit dal patrun na dastga el betg intermediar u concluder fatschentas, e quai ni per agen quint ni a quint d’ina terza persuna. Sch’il viagiatur da commerzi è autorisà da concluder fatschentas, sto el observar ils pretschs ed autras cundiziuns da fatschenta ch’èn vegnids prescrits ad el, e per far midadas sto el resalvar il consentiment dal patrun. Il viagiatur da commerzi sto rapportar regularmain davart sia activitad da viagiatur, sto transmetter immediatamain las empustaziuns al patrun e sto communitgar ad el ils fatgs relevants che concernan ses circul da clientella.2.  DelcredereArt. 348a Cunvegnas ch’il viagiatur da commerzi stoppia star bun per il pajament u per in auter adempliment da las obligaziuns da la clientella ubain haja da surpigliar cumplettamain u parzialmain ils custs per incassar pretensiuns, èn nunvalaivlas. Sch’il viagiatur da commerzi ha da concluder fatschentas cun la clientella privata, po el s’obligar en scrit da star bun tar mintga singula fatschenta per maximalmain in quart dal donn che resulta per il patrun tras il nunadempliment da las obligaziuns, ma quai sut la cundiziun ch’i vegnia concludida ina provisiun adequata (delcredere). En cas da contracts d’assicuranza po l’agent viagiatur d’assicuranzas s’obligar en scrit da surpigliar maximalmain la mesadad dals custs per incassar pretensiuns, sch’ina premia u sche parts d’ina premia na vegnan betg pajadas e sch’el pretenda lur incassament tras in plant u tras in’execuziun sfurzada.3.  PlainpudairsArt. 348b Sch’i n’è vegnì concludì nagut auter en scrit, è il viagiatur da commerzi mo autorisà d’intermediar fatschentas. Sch’il viagiatur da commerzi è autorisà da concluder fatschentas, s’extenda ses plainpudair sin tut ils acts giuridics che resultan per ordinari tras l’execuziun da questas fatschentas; senza in’autorisaziun speziala na dastga el dentant acceptar nagins pajaments da la clientella e permetter nagins termins da pajament. L’artitgel 34 da la Lescha federala dals 2 d’avrigl 1908 davart il contract d’assicuranza resta resalvà.SR 221.229.1III.  Obligaziuns spezialas dal patrun1.  Circul d’activitadArt. 349 Sch’in tschert intschess u sch’in tschert circul da clientella è vegnì attribuì al viagiatur da commerzi e sch’i n’è vegnì concludì nagut auter en scrit, è el engaschà cun exclusiun d’autras persunas; il patrun ha dentant il dretg da concluder persunalmain fatschentas cun la clientella da l’intschess u dal circul dal viagiatur da commerzi. Il patrun po midar unilateralmain la disposiziun contractuala concernent l’intschess u concernent il circul da clientella, sch’in motiv giustifitgà al sforza da far ina midada avant la fin dal termin da disditga; en quest cas resta dentant resalvà il dretg dal viagiatur da commerzi da pretender ina indemnisaziun e da schliar la relaziun da lavur per motivs impurtants.2.  Salaria.  En generalArt. 349a Il patrun ha da pajar al viagiatur da commerzi in salari che sa cumpona d’in salari fix cun u senza provisiun. Ina cunvegna en scrit ch’il salari sa cumponia exclusivamain u principalmain d’ina provisiun, è mo valaivla, sche la provisiun porta ina remuneraziun adequata per l’activitad da viagiatur da commerzi. Per in temp d’emprova da maximalmain 2 mais po il salari vegnir fixà libramain tras ina cunvegna en scrit.b.  ProvisiunArt. 349b Sch’in tschert intschess u sch’in tschert circul da clientella è vegnì attribuì exclusivamain al viagiatur da commerzi, sto vegnir pajada ad el l’entira provisiun fixada u usitada per tut las fatschentas ch’el ubain che ses patrun concluda cun la clientella da ses intschess u da ses circul. Sch’in tschert intschess u sch’in tschert circul da clientella n’è betg vegnì attribuì exclusivamain al viagiatur da commerzi, sto vegnir pajada ad el la provisiun mo per las fatschentas ch’el intermediescha u concluda. Sche la valur d’ina fatschenta na po betg anc vegnir determinada exactamain il mument che la provisiun sto vegnir pajada, sto la provisiun l’emprim vegnir pajada sin basa d’ina valur minimala che vegn stimada dal patrun, ed il rest vegn pajà il pli tard, cur che la fatschenta vegn exequida.c.  En cas d’impediment da viagiarArt. 349c Sch’il viagiatur da commerzi è impedì senza sia culpa d’exequir sia activitad da viagiatur e sch’il salari al sto tuttina vegnir pajà sin fundament da la lescha u dal contract, vegn quest salari calculà sin fundament dal salari fix e sin fundament d’ina indemnisaziun adequata per la perdita da la provisiun. Sche la provisiun importa main ch’in tschintgavel dal salari, poi vegnir concludì en scrit ch’i na stoppia betg vegnir pajada ina indemnisaziun per la perdita da la provisiun, en cas ch’il viagiatur da commerzi saja impedì senza sia culpa d’exequir sia activitad da viagiatur. Sch’il viagiatur da commerzi survegn tuttina l’entir salari, en cas ch’el è impedì senza sia culpa d’exequir sia activitad da viagiatur, sto el – sin dumonda dal patrun – lavurar en ses manaschi, premess ch’el saja abel da prestar questa lavur e premess che questa lavur possia vegnir pretendida dad el.3.  ExpensasArt. 349d Sch’il viagiatur da commerzi lavura a medem temp per plirs patruns e sche la repartiziun da l’indemnisaziun da las expensas n’è betg reglada tras ina cunvegna en scrit, sto mintga patrun indemnisar ina part eguala da las expensas. Cunvegnas che l’indemnisaziun da las expensas saja inclusa cumplettamain u parzialmain en il salari fix u en la provisiun, èn nunvalaivlas.4.  Dretg da retenziunArt. 349e Per segirar las pretensiuns che ston vegnir pajadas tras la relaziun da lavur ed – en cas d’insolvenza dal patrun – er per segirar las pretensiuns betg incassablas ha il viagiatur da commerzi il dretg da retegnair chaussas moviblas e vaglias sco er pajaments ch’el ha prendì en consegna da la clientella sin basa d’in plainpudair d’incassament. Il dretg da retenziun na po betg vegnir exequì sin permiss da manischar, sin tariffas da pretschs, sin glistas da la clientella e sin auters documents.IV.  Fin dal contract1.  Disditga spezialaArt. 350 Sche la provisiun importa almain in tschintgavel dal salari e sch’ella è suttamessa a fluctuaziuns stagiunalas considerablas, dastga il patrun disdir la relaziun da lavur al viagiatur da commerzi, che ha lavurà per el dapi la fin da la stagiun precedenta, durant la nova stagiun mo per la fin dal segund mais che suonda il mais da la disditga. Sut las medemas premissas dastga il viagiatur da commerzi disdir la relaziun da lavur al patrun, che l’ha occupà fin la fin da la stagiun, fin al cumenzament da la proxima stagiun mo per la fin dal segund mais che suonda il mais da la disditga.2.  Consequenzas spezialasArt. 350a A la fin da la relaziun da lavur sto vegnir pajada al viagiatur da commerzi la provisiun per tut las fatschentas ch’el ha concludì u intermedià sco er per tut las empustaziuns che arrivan tar il patrun fin a la fin da la relaziun da lavur, e quai senza resguardar il mument da lur acceptaziun e da lur execuziun. A la fin da la relaziun da lavur ha il viagiatur da commerzi da restituir ils musters ed ils models, las tariffas da pretschs e las glistas da la clientella sco er auters documents ch’èn vegnids mess a sia disposiziun per sia activitad da viagiatur; il dretg da retenziun restà resalvà.C.  Il contract da lavur a chasaI.  Noziun e furmaziun1.  NoziunArt. 351Tras il contract da lavur a chasa s’oblighescha il lavurant a chasa d’exequir sulet u cun agid da ses confamigliars lavurs pajadas per il patrun, e quai en sia atgna abitaziun u en in’autra localitad da sia tscherna.Expressiun tenor l’art. 21 cifra 1 da la LF dals 20 da mars 1981 davart la lavur a chasa, en vigur dapi il 1. d’avr. 1983 (AS 1983 108; BBl 1980 II 282). Questa midada è resguardada en ils art. 351–354 ed en l’art. 362 al. 1.2.  Communicaziun da las cundiziuns da lavurArt. 351a Avant che confidar la lavur ha il patrun da communitgar al lavurant a chasa las cundiziuns ch’èn relevantas per sia execuziun, en spezial ils detagls che n’èn betg reglads en las cundiziuns generalas da lavur; el sto inditgar il material ch’il lavurant a chasa ha da procurar sez e sto communitgar en scrit tant l’indemnisaziun per quest material sco er il salari. Sch’il salari e sche l’indemnisaziun per il material ch’il lavurant a chasa ha da procurar sez na vegnan betg communitgads en scrit avant che confidar la lavur, valan las cundiziuns da lavur usitadas.II.  Obligaziuns spezialas dal lavurant1.  Execuziun da la lavurArt. 352 Il lavurant a chasa sto cumenzar a temp cun la lavur surpigliada, la sto finir fin al termin fixà e sto surdar il product al patrun. En cas che la lavur è vegnida exequida manglusamain per sia culpa, sto il lavurant a chasa curreger gratuitamain il product, sche la mancanza po vegnir eliminada tras quai.2.  Material ed utensils da lavurArt. 352a Il lavurant a chasa è obligà da tractar cun grond quità il material ed ils utensils da lavur ch’il patrun metta a sia disposiziun, da dar pled e fatg davart lur utilisaziun sco er da restituir il material restant ed ils utensils da lavur. Sch’il lavurant a chasa constatescha – exequind la lavur – ch’il material u ch’ils utensils da lavur mess a disposiziun han mancanzas, sto el infurmar immediatamain il patrun e spetgar sias instrucziuns, avant che cuntinuar cun la lavur. Sch’il lavurant a chasa ha donnegià per sia culpa il material u ils utensils da lavur ch’èn vegnids mess a sia disposiziun, sto el star bun vers il patrun maximalmain per l’import dals custs da remplazzament.III.  Obligaziuns spezialas dal patrun1.  Collaudaziun dal productArt. 353 Suenter la furniziun sto il patrun controllar il product e communitgar al lavurant a chasa las mancanzas il pli tard entaifer 1 emna. Sch’il patrun tralascha da communitgar a temp las mancanzas, vala la lavur sco acceptada.2.  Salaria.  Pajament dal salariArt. 353a Sch’il lavurant a chasa è occupà nuninterruttamain dal patrun, sto il salari per la lavur prestada vegnir pajà duas giadas il mais u – cun il consentiment dal lavurant a chasa – a la fin da mintga mais, en ils auters cas mintgamai, cur ch’il product vegn furnì. Cun mintga pajament dal salari sto vegnir surdà al lavurant a chasa in rendaquint en scrit che inditgescha il motiv per eventualas deducziuns dal salari.b.  En cas d’impediment da lavurarArt. 353b Sch’il lavurant a chasa è occupà nuninterruttamain dal patrun, è quel obligà da pajar il salari a norma dals artitgels 324 e 324a, en cas ch’el vegn en retard cun l’acceptaziun da la lavur u en cas ch’il lavurant a chasa è impedì senza sia culpa da lavurar, e quai per motivs che sa chattan tar sia atgna persuna. En ils auters cas n’è il patrun betg obligà da pajar il salari a norma dals artitgels 324 e 324a.IV.  Fin dal contractArt. 354 Sch’il lavurant a chasa survegn ina lavur d’emprova, vala la relaziun da lavur – cun resalva d’ina autra cunvegna – sco concludida sin emprova per in temp limità. Sch’il lavurant a chasa è occupà nuninterruttamain dal patrun, vala la relaziun da lavur – cun resalva d’ina autra cunvegna – sco concludida per in temp illimità; en ils auters cas vala ella sco concludida per in temp limità.D.  Applitgabladad da las prescripziuns generalasArt. 355Per il contract d’emprendissadi, per il contract d’engaschament dal viagiatur da commerzi e per il contract da lavur a chasa èn applitgablas cumplementarmain las prescripziuns generalas davart il contract individual da lavur.Terz chapitel:  Il contract collectiv ed il contract normal da lavurA.  Il contract collectiv da lavurI.  Noziun, cuntegn, furma e durada1.  Noziun e cuntegnArt. 356 Tras il contract collectiv da lavur fixeschan d’ina vart ils patruns u lur federaziuns e da l’autra vart las federaziuns da lavurants communablamain disposiziuns davart la conclusiun, davart il cuntegn e davart la fin da las singulas relaziuns da lavur tranter ils patruns ed ils lavurants participads. Il contract collectiv da lavur po cuntegnair er autras disposiziuns, sche quellas concernan la relaziun tranter ils patruns ed ils lavurants, u po sa restrenscher a la fixaziun da talas disposiziuns. Il contract collectiv da lavur po plinavant reglar ils dretgs e las obligaziuns da las partidas contrahentas tranter ellas sco er la controlla e l’execuziun da las disposiziuns ch’èn menziunadas en ils alineas precedents. Sche pliras federaziuns da patruns u da lavurants èn participadas ad in contract collectiv da lavur, saja tras quai ch’ellas l’han concludì u saja tras quai ch’ellas èn sa participadas posteriuramain a tal cun il consentiment da las partidas contrahentas, han ellas ils medems dretgs e las medemas obligaziuns ina visavi l’autra; cunvegnas divergentas èn nunvalaivlas.2.  Libertad da s’unir ad in’organisaziun e da pratitgar la professiunArt. 356a Disposiziuns d’in contract collectiv da lavur e cunvegnas tranter las partidas contrahentas che duain sfurzar ils patruns u ils lavurants da sa participar ad ina federaziun contrahenta, èn nunvalaivlas. Disposiziuns d’in contract collectiv da lavur e cunvegnas tranter las partidas contrahentas che duain excluder ils lavurants d’ina tscherta professiun u d’ina tscherta activitad ubain da la scolaziun ch’è necessaria per quest intent u che duain restrenscher els en quest reguard, èn nunvalaivlas. Disposiziuns e cunvegnas en il senn da l’alinea precedent èn excepziunalmain valaivlas, sch’ellas èn giustifitgadas sin basa d’interess predominants ch’èn degns da vegnir protegids, en spezial per proteger la segirezza e la sanadad da persunas u la qualitad da la lavur; l’interess da tegnair davent novs commembers da la professiun n’è dentant betg degn da vegnir protegì.3.  ParticipaziunArt. 356b Cun il consentiment da las partidas contrahentas pon singuls patruns e singuls lavurants ch’èn en il servetsch da patruns participads sa participar al contract collectiv da lavur e valan sco patruns e sco lavurants participads. Il contract collectiv da lavur po reglar ils detagls da la participaziun. Sch’el prevesa cundiziuns da participaziun inadequatas, en spezial disposiziuns davart contribuziuns inadequatas, po il derschader declerar quellas sco nunvalaivlas u reducir quellas a la mesira admissibla; disposiziuns u cunvegnas davart contribuziuns a favur d’ina singula partida contrahenta èn dentant nunvalaivlas. Disposiziuns d’in contract collectiv da lavur e cunvegnas tranter las partidas contrahentas che duain sfurzar ils commembers da federaziuns da sa participar al contract collectiv, èn nunvalaivlas, sche questas federaziuns na pon betg sa participar al contract collectiv da lavur u concluder in contract analog.4.  Furma e duradaArt. 356c La conclusiun dal contract collectiv da lavur, sia midada e sia aboliziun tras ina cunvegna da las partidas, la participaziun d’ina nova partida contrahenta sco er la disditga èn mo valaivlas, sch’ellas vegnan fixadas en scrit; il medem vala per la decleraziun da participaziun da singuls patruns e da singuls lavurants, per il consentiment da las partidas contrahentas tenor l’artitgel 356b alinea 1 sco er per la disditga da la participaziun. Sch’il contract collectiv da lavur n’è betg vegnì concludì per in temp limità e sch’el na prevesa nagut auter, al po mintga partida contrahenta disdir da tut temp suenter 1 onn cun effect per tut las autras partidas, observond in termin da disditga da 6 mais. Questa disposiziun vala confurm al senn er per la participaziun.II.  Effects1.  Per ils patruns e per ils lavurants participadsArt. 357 Las disposiziuns dal contract collectiv da lavur davart la conclusiun, davart il cuntegn e davart la fin da las singulas relaziuns da lavur valan – per la durada dal contract – directamain e stringentamain per ils patruns e per ils lavurants participads, nun ch’il contract collectiv da lavur disponia insatge auter. Cunvegnas tranter ils patruns ed ils lavurants participads che cuntrafan a las disposiziuns stringentas, èn nunvalaivlas e vegnan remplazzadas tras las disposiziuns dal contract collectiv da lavur; cunvegnas divergentas pon dentant vegnir concludidas a favur dals lavurants.2.  Per las partidas contrahentasArt. 357a Las partidas contrahentas èn obligadas da procurar ch’il contract collectiv da lavur vegnia observà; per quest intent han las federaziuns d’intervegnir tar lur commembers ed – en cas da basegn – d’applitgar ils meds statutars e legals. Mintga partida contrahenta è obligada da mantegnair la pasch da lavur ed en spezial da s’abstegnair da tut las mesiras da cumbat, sch’i sa tracta da chaussas ch’èn regladas en il contract collectiv da lavur; l’obligaziun da pasch vala mo illimitadamain, sche quai è fixà expressivamain.3.  Execuziun communablaArt. 357b En in contract collectiv da lavur ch’è vegnì concludì tranter federaziuns pon las partidas contrahentas concluder ch’ellas hajan communablamain il dretg da pretender dals patruns e dals lavurants participads ch’il contract vegnia observà, sch’i sa tracta da las suandantas chaussas:a. conclusiun, cuntegn e fin da la relaziun da lavur; il dretg sa referescha dentant mo a la constataziun;b. contribuziuns a cassas da cumpensaziun ed ad autras instituziuns che concernan la relaziun da lavur, represchentanza dals lavurants en ils manaschis e mantegniment da la pasch da lavur;c. controlla, cauziuns e chastis convenziunals en connex cun las disposiziuns tenor las literas a e b. Cunvegnas en il senn da l’alinea precedent pon vegnir concludidas, sche las partidas contrahentas èn autorisadas expressivamain latiers tras ils statuts u tras in conclus da l’organ suprem da la federaziun. Per la relaziun da las partidas contrahentas tranter ellas èn applitgablas las prescripziuns davart la societad simpla confurm al senn, nun ch’il contract collectiv da lavur disponia insatge auter.III.  Relaziun cun il dretg stringentArt. 358Il dretg stringent da la Confederaziun e dals chantuns ha la precedenza vers las disposiziuns dal contract collectiv da lavur; a favur dals lavurants pon dentant vegnir fixadas disposiziuns divergentas, nun ch’i resultia insatge auter tras il dretg stringent.B.  Il contract normal da lavurI.  Noziun e cuntegnArt. 359 Tras il contract normal da lavur vegnan fixadas disposiziuns davart la conclusiun, davart il cuntegn e davart la fin da singuls geners da relaziuns da lavur. Per la relaziun da lavur dals lavurants en l’agricultura ed en il servetsch da chasa ston ils chantuns decretar contracts normals da lavur che han da reglar en spezial il temp da lavur e da paus sco er las cundiziuns da lavur da las dunnas e dals giuvenils. L’artitgel 358 è applitgabel per il contract normal da lavur confurm al senn.II.  Cumpetenza e proceduraArt. 359a Sch’il champ d’applicaziun dal contract normal da lavur s’extenda sin il territori da plirs chantuns, è il Cussegl federal cumpetent per decretar il contract; en ils auters cas ha il chantun questa cumpetenza. Avant che decretar il contract normal da lavur sto quel vegnir publitgà adequatamain, fixond in termin, entaifer il qual mintgin che po far valair vardaivlamain in interess, po prender posiziun en scrit en chaussa; ultra da quai ston vegnir tadladas las federaziuns professiunalas e las uniuns d’utilitad publica interessadas. Il contract normal da lavur entra en vigur, suenter ch’el è vegnì publitgà tenor las prescripziuns che valan per las publicaziuns uffizialas. Per abolir e per midar in contract normal da lavur vala la medema procedura.III.  EffectsArt. 360 Las disposiziuns dal contract normal da lavur valan directamain per las relaziuns da lavur ch’èn suttamessas ad el, nun ch’i vegnia concludì insatge auter. Il contract normal da lavur po prevair che cunvegnas, che divergeschan da singulas da sias disposiziuns, stoppian vegnir fixadas en scrit per esser valaivlas.IV.  Salaris minimals1.  PremissasArt. 360a Sch’i vegnan pajads – en ina branscha u en ina professiun – repetidamain ed en moda abusiva salaris ch’èn pli bass ch’ils salaris ch’èn usitads al lieu, en la professiun ed en la branscha, e sch’i n’è betg avant maun in contract collectiv da lavur che cuntegna disposiziuns davart ils salaris minimals e che pudess vegnir declerà sco generalmain liant, po l’autoritad cumpetenta decretar – sin dumonda da la cumissiun tripartita tenor l’artitgel 360b – in contract normal da lavur per ina durada limitada cun l’intent da cumbatter u d’impedir abus; quest contract ha da prevair salaris minimals ch’èn differenziads tenor la regiun ed eventualmain tenor il lieu. Ils salaris minimals na dastgan ni cuntrafar a l’interess general ni violar ils interess giustifitgads en autras branschas u en auters circuls da la populaziun. Els ston tegnair quint adequatamain dals interess da las minoritads en las branschas u en las professiuns pertutgadas, sche quests interess èn il resultat da differenzas regiunalas u da differenzas en ils manaschis. Sche las disposiziuns davart il salari minimal en in contract normal da lavur tenor l’alinea 1 vegnan violadas repetidamain u sch’i èn avant maun indizis ch’i pudessan resultar novs abus tenor l’alinea 1 suenter la scrudada dal contract normal da lavur, po l’autoritad cumpetenta prolungar il contract normal da lavur per ina durada limitada sin proposta da la cumissiun tripartita. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2004 (AS 2003 1370; BBl 1999 6128). Integrà tras la cifra II da la LF dals 30 da sett. 2016, en vigur dapi il 1. d’avr. 2017 (AS 2017 2077; BBl 2015 5845).2.  Cumissiuns tripartitasArt. 360b La Confederaziun e mintga chantun institueschan ina cumissiun tripartita che sa cumpona d’in dumber egual da represchentants dals patruns, dals lavurants sco er dal stadi. Areguard l’elecziun da lur represchentants tenor l’alinea 1 han las federaziuns da patruns e da lavurants in dretg da far propostas. Las cumissiuns observan il martgà da lavur. Sch’ellas constateschan abus en il senn da l’artitgel 360a alinea 1, emprovan ellas per regla da sa cunvegnir directamain cun ils patruns pertutgads. Sche quai na reussescha betg entaifer 2 mais, proponan ellas a l’autoritad cumpetenta da decretar in contract normal da lavur che prevesa salaris minimals per las branschas u per las professiuns pertutgadas. Sche la situaziun sin il martgà da lavur sa mida en las branschas pertutgadas, propona la cumissiun tripartita a l’autoritad cumpetenta da midar u d’abolir il contract normal da lavur. Per ademplir las incumbensas ch’èn vegnidas surdadas ad ellas han las cumissiuns tripartitas il dretg da survegnir infurmaziuns en ils manaschis e da prender invista da tut ils documents ch’èn necessaris per far la retschertga. En cas da dispita decida in’autoritad che vegn designada per quest intent da la Confederaziun respectivamain dal chantun. Sche quai è necessari per far lur scleriments, pon las cumissiuns tripartitas retrair da l’Uffizi federal da statistica – sin dumonda – las datas da persunas ch’èn cuntegnidas en contracts da lavur collectivs da firmas. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2003 (AS 2003 1370; BBl 1999 6128). Integrà tras l’art. 2 cifra 2 dal COF dals 17 da dec. 2004 pertutgant l’approvaziun e la realisaziun dal protocol concernent l’extensiun da la cunvegna davart la libra circulaziun da persunas sin ils novs stadis commembers da la CE tranter la Confederaziun svizra d’ina vart e la Communitad europeica e ses stadis commembers da l’autra vart sco er pertutgant l’approvaziun da la revisiun da las mesiras accumpagnantas concernent la libra circulaziun da persunas, en vigur dapi il 1. d’avr. 2006 (AS 2006 979; BBl 2004 5891 6565).3.  Secret d’uffiziArt. 360c Ils commembers da las cumissiuns tripartitas èn suttamess al secret d’uffizi; en spezial èn els obligads da taschair vers terzas persunas en chaussas dal manaschi u en chaussas privatas ch’els vegnan a savair en questa funcziun. Questa obligaziun vala er suenter l’extrada or da la cumissiun tripartita. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2003 (AS 2003 1370; BBl 1999 6128).4.  EffectsArt. 360d Il contract normal da lavur tenor l’artitgel 360a vala er per lavurants che lavuran mo transitoricamain en il territori, nua ch’il contract è applitgabel, sco er per lavurants emprestads. Tras ina cunvegna na dastgi betg vegnir divergià dal contract normal da lavur tenor l’artitgel 360a a disfavur dal lavurant. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2004 (AS 2003 1370; BBl 1999 6128).5.  Dretg da las federaziuns da purtar plantArt. 360eLas federaziuns da patruns e da lavurants han in dretg da laschar constatar ina dretgira, sch’in patrun ademplescha il contract normal da lavur tenor l’artitgel 360a. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2004 (AS 2003 1370; BBl 1999 6128).6.  CommunicaziunArt. 360f Sch’in chantun decretescha in contract normal da lavur en applicaziun da l’artitgel 360a, trametta el in exemplar a l’uffizi federal cumpetent. Integrà tras la cifra 2 da l’agiunta da la LF dals 8 d’oct. 1999 davart ils lavurants tramess en Svizra, en vigur dapi il 1. da zer. 2004 (AS 2003 1370; BBl 1999 6128). Actualmain il Secretariat da stadi per l’economia (SECO).Quart chapitel:  Prescripziuns stringentasA.  Nunpussaivladad da midar las disposiziuns a disfavur dal lavurant e dal patrunArt. 361 Tras ina cunvegna, tras in contract normal u tras in contract collectiv da lavur na dastgi vegnir divergià da las suandantas disposiziuns ni a disfavur dal lavurant ni a disfavur dal patrun:artitgel 321c: alinea 1 (lavur supplementara)artitgel 323: alinea 4 (pajament anticipà)artitgel 323b: alinea 2 (scuntrada cun cuntrapretensiuns)artitgel 325: alinea 2 (cessiun ed impegnaziun da pretensiuns da salari)artitgel 326: alinea 2 (assegnaziun da lavur)artitgel 329d: alineas 2 e 3 (salari da vacanzas)artitgel 331: alineas 1 e 2 (prestaziuns al provediment dal persunal)artitgel 331b: (cessiun ed impegnaziun da pretensiuns da prestaziuns da provediment)...artitgel 334: alinea 3 (disditga d’ina relaziun da lavur da blers onns)artitgel 335: (disditga da la relaziun da lavur)artitgel 335k: (plan social durant ina procedura da concurs u d’accumodament)artitgel 336: alinea 1 (disditga abusiva)artitgel 336a: (indemnisaziun en cas d’ina disditga abusiva u nungiustifitgada)artitgel 336b: (far valair l’indemnisaziun)artitgel 336d: (disditga da temp maladattà tras il lavurant)artitgel 337: alineas 1 e 2 (schliaziun immediata per motivs impurtants)artitgel 337b: alinea 1 (consequenzas en cas da schliaziun giustifitgada)artitgel 337d: (consequenzas, sch’il lavurant na cumpara betg a la lavur u banduna la lavur senza motivs giustifitgads)artitgel 339: alinea 1 (pajament da las pretensiuns)artitgel 339a: (restituziun)artitgel 340b: alineas 1 e 2 (consequenzas dal surpassament dal scumond da concurrenza)artitgel 342: alinea 2 (effects dal dretg public sin il dretg civil)...artitgel 346: (schliaziun anticipada dal contract d’emprendissadi)artitgel 349c: alinea 3 (impediment da viagiar)artitgel 350: (disditga speziala)artitgel 350a: alinea 2 (restituziun). Cunvegnas e disposiziuns da contracts collectivs e da contracts normals da lavur che divergeschan da las prescripziuns numnadas qua survart a disfavur dal patrun u dal lavurant, èn nunvalaivlas.Integrà tras la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).Abolì tras la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, cun effect dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455). Abolì tras la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, cun effect dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).B.  Nunpussaivladad da midar las disposiziuns a disfavur dal lavurantArt. 362 Tras ina cunvegna, tras in contract normal da lavur u tras in contract collectiv da lavur na dastgi betg vegnir divergià da las suandantas disposiziuns a disfavur dal lavurant:artitgel 321e: (responsabladad dal lavurant)artitgel 322a: alineas 2 e 3 (participaziun al resultat da la fatschenta)artitgel 322b: alineas 1 e 2 (cumenzament dal dretg da survegnir ina provisiun)artitgel 322c: (rendaquint da la provisiun)artitgel 323b: alinea 1 segunda frasa (rendaquint dal salari)artitgel 324: (salari en cas da retard dal patrun)artitgel 324a: alineas 1 e 3 (salari en cas da retard dal lavurant)artitgel 324b: (salari en cas d’ina assicuranza obligatorica dal lavurant)artitgel 326: alineas 1, 3 e 4 (lavur en accord)artitgel 326a: (salari per la lavur en accord)artitgel 327a: alinea 1 (indemnisaziun da las expensas en general)artitgel 327b: alinea 1 (indemnisaziun da las expensas per l’utilisaziun d’in vehichel a motor)artitgel 327c: alinea 2 (pajament anticipà per expensas)artitgel 328: (protecziun da la persunalitad dal lavurant en general)artitgel 328a: (protecziun da la persunalitad dal lavurant en la chasada dal patrun)artitgel 328b: (protecziun da la persunalitad a chaschun da l’elavuraziun da datas da persunas)artitgel 329: alineas 1, 2 e 3 (temp liber)artitgel 329a: alineas 1 e 3 (durada da las vacanzas)artitgel 329b: alineas 2 e 3 (reducziun da las vacanzas)artitgel 329c: (coerenza e data da las vacanzas)artitgel 329d: alinea 1 (salari da vacanzas)artitgel 329e: alineas 1 e 3 (congedi per giuvenils)artitgel 329f: (congedi da maternitad)artitgel 329g: (congedi da l’auter genitur)artitgel 329g: (congedi en cas da mort da la mamma)artitgel 329h: (congedi per l’assistenza da confamigliars)artitgel 329i: (congedi per tgirar in uffant cun grevs problems da la sanadad pervia da malsogna u d’accident)artitgel 329j: (congedi d’adopziun)artitgel 330: alineas 1, 3 e 4 (cauziun)artitgel 330a: (attestat)artitgel 331: alineas 3 e 4 (contribuziun ed obligaziun da dar infurmaziuns en connex cun il provediment dal persunal)artitgel 331a: (cumenzament e fin dal provediment)... artitgel 332: alinea 4 (indemnisaziun en cas d’invenziuns)artitgel 333: alinea 3 (responsabladad en cas d’in transferiment da la relaziun da lavur)artitgel 335c: alinea 3 (termins da disditga)artitgel 335i: (obligaziun da manar tractativas per concluder in plan social)artitgel 335j: (fixaziun dal plan social tras ina dretgira da cumpromiss)artitgel 336: alinea 2 (disditga abusiva tras il patrun)artitgel 336c: (disditga da temp maladattà tras il patrun)artitgel 337a: (schliaziun immediata pervia d’insolvenza dal patrun)artitgel 337c: alinea 1 (consequenzas en cas da relaschada nungiustifitgada)artitgel 338: (mort dal lavurant)artitgel 338a: (mort dal patrun)artitgel 339b: (premissas da l’indemnisaziun da partenza)artitgel 339d: (prestaziuns da cumpensaziun)artitgel 340: alinea 1 (premissas dal scumond da concurrenza)artitgel 340a: alinea 1 (restricziun dal scumond da concurrenza)artitgel 340c: (scrudada dal scumond da concurrenza)artitgel 341: alinea 1 (nunpussaivladad da renunziar a la surannaziun)artitgel 345a: (obligaziuns dal patrun d’emprendissadi)artitgel 346a: (attestat d’emprendissadi)artitgel 349a: alinea 1 (salari dal viagiatur da commerzi)artitgel 349b: alinea 3 (pajament da la provisiun)artitgel 349c: alinea 1 (salari en cas d’impediment da viagiar)artitgel 349e: alinea 1 (dretg da retenziun dal viagiatur da commerzi)artitgel 350a: alinea 1 (provisiun a la fin da la relaziun da lavur)artitgel 352a: alinea 3 (responsabladad dal lavurant a chasa)artitgel 353: (collaudaziun dal product)artitgel 353a: (pajament dal salari)artitgel 353b: alinea 1 (salari en cas d’impediment da lavurar). Cunvegnas e disposiziuns da contracts collectivs e da contracts normals da lavur che divergeschan da las prescripziuns numnadas qua survart a disfavur dal lavurant, èn nunvalaivlas.Versiun tenor la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da schan. 2021 (AS 2020 4525; BBl 2019 4103).Integrà tras la cifra 2 da l’agiunta da la LF dals 19 da zer. 1992 davart la protecziun da datas, en vigur dapi il 1. da fan. 1993 (AS 1993 1945; BBl 1988 II 413).Integrà tras l’art. 13 da la LF dals 6 d’oct. 1989 davart la lavur cun giuvenils, en vigur dapi il 1. da schan. 1991 (AS 1990 2007; BBl 1988 I 825).Integrà tras la cifra 1 da l’agiunta da la LF dals 3 d’oct. 2003, en vigur dapi il 1. da fan. 2005 (AS 2005 1429; BBl 2002 7522, 2003 1112 2923). Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars (AS 2020 4525; BBl 2019 4103). Versiun tenor la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Integrà tras la cifra 1 da l’agiunta da la LF dals 17 da mars 2023 (diarias per il genitur survivent), en vigur dapi il 1. da schan. 2024 (AS 2023 680; BBl 2022 2515, 2742). Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da schan. 2021 (AS 2020 4525; BBl 2019 4103). Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da fan. 2021 (AS 2020 4525; BBl 2019 4103). Integrà tras la cifra 1 da l’agiunta da la LF dal 1. d’oct. 2021, en vigur dapi il 1. da schan. 2023 (AS 2022 468; BBl 2019 7095, 7303).Versiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, en vigur dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533).Abolì tras la cifra 2 da l’agiunta da la LF dals 17 da dec. 1993 davart la libra circulaziun, cun effect dapi il 1. da schan. 1995 (AS 1994 2386; BBl 1992 III 533). Integrà tras la cifra II 1 da la LF dals 20 da dec. 2019 davart la meglieraziun da la cumpatibilitad da l’activitad da gudogn cun la tgira da confamigliars, en vigur dapi il 1. da schan. 2021 (AS 2020 4525; BBl 2019 4103).Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).Integrà tras l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455). Ussa: dal patrun.Versiun tenor la cifra I da la LF dals 18 da mars 1988, en vigur dapi il 1. da schan. 1989 (AS 1988 1472; BBl 1984 II 551).Indeschavel titel:  Il contract d’execuziun da lavursA.  NoziunArt. 363Il contract d’execuziun da lavurs oblighescha l’interprendider d’exequir ina lavur, e l’empustader da prestar ina bunificaziun per quai.B.  EffectsI.  Obligaziuns da l’interprendider1.  En generalArt. 364 L’interprendider è en general suttamess a las medemas normas da responsabladad sco il lavurant en la relaziun da lavur. El è obligà d’exequir persunalmain la lavur u da laschar exequir quella sut sia direcziun persunala, cun excepziun dals cas, nua ch’i na dependa tenor la natira da la fatschenta betg da las qualitads persunalas da l’interprendider. L’interprendider ha da procurar sin agens custs per ils meds auxiliars, per las iseglias e per ils utensils ch’èn necessaris per exequir la lavur, nun ch’igl existia ina isanza u ina cunvegna cuntraria. Versiun tenor la cifra II art. 1 cifra 6 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).2.  Concernent la materia furnidaArt. 365 Uschenavant che l’interprendider ha surpiglià da furnir la materia, è el responsabel per la qualitad da quella ed ha da dar ina garanzia sco in vendider. La materia che vegn furnida da l’empustader ha l’interprendider da tractar cun tut quità, el ha da dar pled e fatg davart sia utilisaziun e da restituir eventuals rests a l’empustader. Sch’i sa mussan – tar l’execuziun da la lavur – mancanzas vi da la materia che l’empustader ha furnì ubain vi dal sulom ch’è destinà per la construcziun, u sch’i resultan uschiglio relaziuns che pericliteschan l’execuziun correcta u punctuala da la lavur, ha l’interprendider d’annunziar quai immediatamain a l’empustader; en cas ch’el tralascha quai, ha el sez da purtar las consequenzas negativas che naschan tras quai.3.  Cumenzament a temp ed execuziun da la lavur tenor contractArt. 366 Sche l’interprendider na cumenza betg a temp cun la lavur u sch’el retardescha l’execuziun da la lavur en ina moda che cuntrafa al contract u sch’el è – senza culpa da l’empustader – uschè ferm en retard ch’ina terminaziun punctuala da la lavur n’è betg pli da prevair, po l’empustader sa retrair dal contract senza spetgar il termin da furniziun. Sch’igl è da prevair cun tschertezza durant l’execuziun d’ina lavur che quella vegn fatga en moda manglusa u cuntraria al contract, e quai per culpa da l’interprendider, po l’empustader fixar u laschar fixar in termin adequat per far remedi, e quai cun la smanatscha che la reparaziun u che la cuntinuaziun da la lavur vegnia surdada ad ina terza persuna sin donn e cust da l’interprendider, sch’el tralaschia da far remedi.4.  Garanzia per mancanzasa.  Constataziun da las mancanzasArt. 367 Suenter la furniziun da l’ovra ha l’empustader, uschespert che quai è inditgà tenor l’andament ordinari da la fatschenta, d’examinar quella e da communitgar eventualas mancanzas a l’interprendider. Mintga partida ha il dretg da pretender sin agens custs in’examinaziun da l’ovra tras in expert ed ina documentaziun da las constataziuns.b.  Dretgs da l’empustader en cas da mancanzasArt. 368 Sche l’ovra ha mancanzas uschè considerablas u sch’ella divergescha uschè fitg dal contract ch’ella è nunduvrabla per l’empustader u che l’approvaziun na po betg vegnir pretendida giustifitgadamain da l’empustader, po quel refusar l’ovra e pretender che l’interprendider indemniseschia il donn, sch’el è la culpa. Sche las mancanzas e sche las divergenzas dal contract èn main gravantas, po l’empustader far ina deducziun dal pretsch che correspunda a la valur reducida da l’ovra u – sche quai na chaschuna betg custs sproporziunads a l’interprendider – er pretender che l’ovra vegnia meglierada gratuitamain e ch’ina indemnisaziun vegnia prestada, sche l’interprendider è la culpa. En cas dad ovras che vegnan construidas sin il sulom da l’empustader e che pon vegnir allontanadas – pervia da lur natira – mo cun dischavantatgs sproporziunads ha l’empustader mo ils dretgs che vegnan numnads en il segund alinea da quest artitgel.c.  Responsabladad da l’empustaderArt. 369Ils dretgs che l’empustader ha en cas che l’ovra ha mancanzas scrodan, sch’el ha chaschunà questas mancanzas per atgna culpa tras ordinaziuns concernent l’execuziun da la lavur ch’el ha dà cunter l’avertiment da l’interprendider ubain en autra moda.d.  Approvaziun da l’ovraArt. 370 Sche l’ovra furnida vegn approvada expressivamain u taciturnamain da l’empustader, è l’interprendider deliberà da sia responsabladad, uschenavant ch’i na sa tracta betg da mancanzas che n’eran betg da vesair a chaschun da la collaudaziun u d’ina examinaziun regulara ubain da mancanzas ch’èn vegnidas taschentadas intenziunadamain da l’interprendider. In’approvaziun taciturna vegn supponida, sche l’empustader tralascha l’examinaziun e l’annunzia ch’è previsa da la lescha. Sche las mancanzas sa mussan pli tard, sto l’annunzia vegnir fatga immediatamain suenter la scuverta, cas cuntrari vala l’ovra sco approvada er areguard questas mancanzas.e.  SurannaziunArt. 371 Ils dretgs da l’empustader pervia da mancanzas da l’ovra suranneschan 2 onns suenter la collaudaziun da l’ovra. Sche mancanzas d’ina ovra movibla ch’è vegnida integrada tenor las disposiziuns en in’ovra immovibla, han percunter chaschunà la manglusitad da l’ovra, importa il termin da surannaziun 5 onns. Ils dretgs da l’empustader d’ina ovra immovibla pervia d’eventualas mancanzas da l’ovra suranneschan vers l’interprendider sco er vers l’architect u vers l’inschigner, che han collavurà tar l’execuziun da l’ovra, 5 onns suenter la collaudaziun da l’ovra. Dal rest vegnan applitgadas confurm al senn las reglas davart la surannaziun dals dretgs correspundents dal cumprader. Versiun tenor la cifra I da la LF dals 16 da mars 2012 (termins da surannaziun dals dretgs da garanzia; prolungaziun e coordinaziun), en vigur dapi il 1. da schan. 2013 (AS 2012 5415; BBl 2011 2889 3903).II.  Obligaziuns da l’empustader1.  Scadenza da la bunificaziunArt. 372 L’empustader ha da pajar la bunificaziun per l’ovra il mument che quella vegn furnida. Sche l’ovra vegn furnida en parts e sch’igl è vegnì fixà da pajar bunificaziuns parzialas, ston quellas vegnir pajadas mintgamai il mument ch’ina part vegn furnida.2.  Autezza da la bunificaziuna.  Surpigliada pauschalaArt. 373 Sche la bunificaziun è vegnida fixada gia ordavant, è l’interprendider obligà da finir l’ovra per questa summa, ed el na dastga betg pretender in augment, er sch’el ha gì dapli lavur u expensas pli grondas che quai ch’igl è stà previs. En cas che circumstanzas extraordinarias che na pudevan betg vegnir previsas u ch’eran exclusas tenor las premissas ch’èn vegnidas supponidas da las duas partidas participadas, impedeschan u engrevgeschan però smesiradamain da finir l’ovra, po il derschader permetter tenor ses appreziar in augment dal pretsch u la schliaziun dal contract. L’empustader ha da pajar il pretsch cumplain er, sche la finiziun da l’ovra ha chaschunà main lavur che quai ch’igl è stà previs.b.  Fixaziun tenor la valur da la lavurArt. 374Sch’il pretsch n’è insumma betg vegnì determinà ordavant u sch’el è vegnì determinà mo approximativamain, vegn el fixà a norma da la valur da la lavur e da las expensas da l’interprendider.C.  Fin dal contractI.  Retratga, perquai ch’il preventiv è vegnì surpassàArt. 375 Sch’ina calculaziun approximativa ch’è vegnida fatga en enclegientscha cun l’interprendider vegn surpassada en moda sproporziunada, e quai senza cooperaziun da l’empustader, ha quel il dretg da sa retrair dal contract, e quai tant durant sco er suenter l’execuziun da l’ovra. En cas da construcziuns che vegnan erigidas sin il sulom da l’empustader po el pretender ch’il pretsch per la lavur vegnia reducì en moda adequata u – sche la construcziun n’è anc betg terminada – scumandar a l’interprendider da cuntinuar cun la lavur e sa retrair dal contract, indemnisond adequatamain las lavurs ch’èn gia vegnidas exequidas.II.  Perdita da l’ovraArt. 376 Sche l’ovra va per casualitad a perder avant ch’ella ha pudì vegnir surdada, na po l’interprendider pretender ni in salari per sia lavur ni ina indemnisaziun da sias expensas, nun che l’empustader sa chattia en retard cun l’approvaziun da l’ovra. La perdita da la materia ch’è ida en malura sto en quest cas vegnir purtada da quella partida che l’ha furnida. Sche l’ovra è ida en malura pervia d’ina mancanza da la materia ch’è vegnida furnida da l’empustader ubain pervia d’ina mancanza dal sulom da construcziun ch’è vegnì mess a disposiziun ubain pervia da la moda d’exequir la lavur ch’è vegnida prescritta a l’interprendider, po quel pretender – sch’el ha rendì attent l’empustader a temp a quests privels – l’indemnisaziun da la lavur ch’el ha gia prestà e da las expensas che n’èn betg cumpigliadas en quest pajament e pretender ultra da quai ina indemnisaziun dal donn, sche l’empustader è la culpa.III.  Retratga da l’empustader cunter indemnisaziunArt. 377Uschè ditg che l’ovra n’è betg terminada, po l’empustader sa retrair da tut temp dal contract, sch’el paja la lavur ch’è gia vegnida fatga e sch’el indemnisescha cumplainamain l’interprendider.IV.  Nunpussaivladad d’exequir la lavur pervia da l’empustaderArt. 378 Sch’i daventa nunpussaivel da terminar l’ovra pervia d’ina casualitad ch’è capitada tar l’empustader, ha l’interprendider il dretg che tant la lavur ch’è vegnida prestada sco er che las expensas che n’èn betg cuntegnidas en il pretsch vegnian indemnisadas. Sche l’empustader è la culpa ch’i n’è betg pussaivel d’exequir la lavur, po l’interprendider ultra da quai pretender ina indemnisaziun dal donn.V.  Mort ed inabilitad da l’interprendiderArt. 379 Sche l’interprendider mora u sch’el daventa senza sia culpa inabel da terminar l’ovra, extingua il contract d’execuziun da lavurs, sch’el è vegnì fatg aposta resguardond las abilitads persunalas da l’interprendider. L’empustader è obligà d’approvar e da pajar la part da la lavur da l’ovra ch’è gia vegnida exequida, uschenavant che quella è duvrabla per ella u per el.Dudeschavel titel:  Il contract d’ediziunA.  NoziunArt. 380Cun il contract d’ediziun s’obligheschan l’autur d’ina ovra litterara u artistica u ses successurs legals (cedents da l’ovra) da surlaschar l’ovra ad in editur per la publitgar, e l’editur s’oblighescha da reproducir e da metter en vendita l’ovra.B.  EffectsI.  Transferiment e garanzia dal dretg d’auturArt. 381 Ils dretgs d’autur vegnan transferids a l’editur uschenavant ed uschè ditg che quai è necessari per exequir il contract d’ediziun. Quella persuna che ceda l’ovra ha da garantir a l’editur ch’el haja il dretg da disponer da l’ovra il mument ch’il contract vegn fatg, e – sche l’ovra è protegida – ch’el haja ils dretgs d’autur vi da quella. Sche l’ovra è gia stada surdada cumplainamain u parzialmain ad ina terza persuna per l’edir ubain sch’ella è stada publitgada cun savida da la persuna che ceda l’ovra, ha quella d’infurmar l’editur da quest fatg avant che far il contract.II.  Dretg da disponer da l’auturArt. 382 Uschè ditg che las ediziuns da l’ovra, che l’editur ha il dretg da far, n’èn betg exaustas, na dastga l’autur betg disponer autramain ni da l’entira ovra ni da parts da quella per dischavantatg da l’editur. Artitgels en gasettas e singuls tractats pli pitschens en revistas u periodicas dastga l’autur publitgar vinavant da tut temp. Contribuziuns che fan part d’ovras collectivas u da contribuziuns pli grondas per revistas u per periodicas na dastga l’autur betg publitgar vinavant avant ch’igl èn scadids 3 mais dapi la cumparida cumpletta da la contribuziun.III.  Disposiziuns davart las ediziunsArt. 383 Sch’i n’è vegnì fixà nagut concernent il dumber da las ediziuns, ha l’editur mo il dretg da publitgar in’unica ediziun. Il dumber da l’ediziun vegn fixà da l’editur, nun ch’i saja fixà insatge auter en quest reguard; sin giavisch da l’autur ha l’editur da laschar stampar almain tants exemplars sco quai ch’igl èn necessaris per ina vendita normala e – suenter che l’emprima stampa è terminada – na dastga el betg laschar stampar novs exemplars. Sch’il dretg d’ediziun è vegnì cedì per pliras ediziuns u per tuttas ediziuns e sche l’editur tralascha da procurar per ina nova ediziun suenter che l’ultima è stada exausta, po l’autur laschar fixar giudizialmain in termin per ina nova ediziun; suenter che quest termin è scadì, perda l’editur ses dretgs.IV.  Reproducziun e venditaArt. 384 L’editur è obligà da reproducir l’ovra en ina furma cunvegnenta senza scursanidas, senza agiuntas e senza midadas, ed el ha da render enconuschent l’ovra en moda adattada e d’applitgar ils meds usitads per avair success cun la vendita. La fixaziun dal pretsch è chaussa da l’editur; el na dastga dentant betg periclitar la vendita cun in pretsch exagerà.V.  Meglieraziuns e rectificaziunsArt. 385 L’autur resalva il dretg da far rectificaziuns e meglieraziuns, sche quellas na violeschan betg ils interess da l’ediziun u n’augmentan betg la responsabladad da l’editur; el ha però d’indemnisar ils custs nunprevis che vegnan chaschunads da quai. L’editur na dastga betg far ina nova ediziun u ina restampa senza dar ordavant la pussaivladad a l’autur da meglierar sia ovra.VI.  Ediziuns cumplettas ed ediziuns singulasArt. 386 Sche l’ediziun speziala da pliras ovras singulas dal medem autur è vegnida surlaschada ad ina chasa editura, na dat quai betg er il dretg a l’editur da far in’ediziun cumpletta da questas ovras. Medemamain n’ha l’editur che posseda il dretg d’edir in’ediziun cumpletta u in’entira spezia d’ovras dal medem autur betg il dretg da publitgar ediziuns spezialas da las singulas ovras.VII.  Dretg da translatarArt. 387Il dretg da laschar far ina translaziun d’ina ovra è resalvà exclusivamain a l’autur, nun ch’igl existia in’autra cunvegna cun l’editur.VIII.  Onurari da l’autur1.  Autezza da l’onurariArt. 388 L’autur ha il dretg da survegnir in onurari, sch’igl era – tenor las circumstanzas – da far quint che l’ovra vegnia cedida mo cunter in onurari. L’autezza da l’onurari vegn fixada dal derschader sin basa d’in giudicat d’experts. Sche l’editur ha il dretg da far pliras ediziuns, vegni supponì che l’onurari e che las ulteriuras cundiziuns contractualas, ch’èn vegnidas fixadas per l’emprima ediziun, valian er per tut las autras ediziuns che suondan.2.  Scadenza, rendaquint ed exemplars gratuitsArt. 389 L’onurari sto vegnir pajà, uschespert che l’entira ovra cumpara u, sch’ella cumpara en parts (toms, carnets, fegls), uschespert che la part è stampada ed è pronta per la vendita. Sche l’onurari vegn fatg dependent cumplainamain u parzialmain dal resultat da la vendita, è l’editur obligà da preschentar tenor l’usit in rendaquint e la cumprova da la vendita. L’autur ha il dretg da survegnir il dumber usità d’exemplars gratuits, nun ch’igl existia in’autra cunvegna.C.  Fin dal contractI.  Perdita da l’ovraArt. 390 Sche l’ovra va per casualitad a perder suenter ch’ella è vegnida furnida a l’editur, è quel obligà da pajar l’onurari malgrà quai. Sche l’autur ha anc in segund exemplar da l’ovra ch’è ida a perder, sto el surlaschar quel a l’editur; cas cuntrari è el obligà da refar l’ovra, sche quai è pussaivel cun pitschna fadia. En tuts dus cas ha el il dretg da survegnir ina indemnisaziun adequata.II.  Perdita da l’ediziunArt. 391 Sche l’ediziun che l’editur ha gia fatg da l’ovra va per casualitad cumplainamain u parzialmain a perder avant ch’ella è vegnida vendida, ha l’editur il dretg da reproducir sin ses custs ils exemplars ch’èn ids a perder, senza che l’autur possia pretender in nov onurari per quai. L’editur è obligà da reproducir ils exemplars ch’èn ids a perder, sche quai po vegnir fatg senza custs sproporziunads.III.  Motivs che sa chattan en la persuna da l’autur e da l’editurArt. 392 Il contract d’ediziun extingua, sche l’autur mora avant che terminar l’ovra ubain daventa inabel u è – senza sia culpa – impedì da la terminar. Per cuntinuar cumplainamain u parzialmain cun il contract d’ediziun po il derschader excepziunalmain permetter ed ordinar il necessari, sche quai para d’esser pussaivel e giustifitgà. Sche l’editur fa concurs, po l’autur surdar quella ad in auter editur, nun ch’i vegnia dà ina garanzia ad el che las obligaziuns, che n’èn anc betg scadidas il mument da la decleraziun da concurs, vegnian ademplidas.D.  Elavuraziun d’ina ovra tenor il plan da l’editurArt. 393 Sch’in autur u sche plirs auturs surpiglian d’elavurar in’ovra tenor il plan da l’editur, han els mo il dretg da survegnir l’onurari ch’è vegnì fixà en quest contract. Il dretg d’autur vi da l’ovra appartegna a l’editur.Tredeschavel titel:  Il mandatEmprim chapitel:  Il mandat simpelA.  NoziunArt. 394 Cun acceptar in mandat s’oblighescha il mandatari d’exequir tenor contract las fatschentas u ils servetschs ch’èn vegnids surdads ad el. Contracts davart prestaziuns da lavur che n’èn betg suttamess ad ina spezia da contract particulara tenor questa lescha, suttastattan a las prescripziuns davart il mandat. I sto vegnir pajada ina indemnisaziun, sch’ella è vegnida concludida u sch’ella è usitada.B.  Furmaziun dal contractArt. 395Sco acceptà vala in mandat che n’è betg vegnì refusà immediatamain, sch’el sa referescha a l’adempliment da fatschentas ch’il mandatari exequescha grazia a sia nominaziun uffiziala u en il rom da sia professiun ubain per l’execuziun da las qualas el è sa recumandà publicamain.C.  EffectsI.  Dimensiun dal mandatArt. 396 Sche la dimensiun dal mandat n’è betg vegnida designada expressivamain, vegn ella determinada tras la natira da la fatschenta che sto vegnir exequida. Il mandat cuntegna en spezial er l’autorisaziun per ils acts giuridics ch’èn necessaris per exequir il mandat. In’autorisaziun speziala basegna il mandatari sch’i sa tracta d’instradar in process, da far in’enclegientscha, d’acceptar ina dretgira da cumpromiss, da surpigliar obligaziuns che pertutgan cambialas, d’alienar u d’engrevgiar bains immobigliars u da far donaziuns. Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).II.  Obligaziun dal mandatari1.  Execuziun tenor las prescripziunsArt. 397 Sch’il mandant ha formulà ina prescripziun, co che la fatschenta surdada stoppia vegnir ademplida, dastga il mandatari divergiar da questa prescripziun mo, uschenavant ch’i n’è betg cunvegnent da dumandar ina permissiun dal mandant e sch’i po ultra da quai vegnir supponì ch’il mandant l’avess dada, sch’el avess gì enconuschientscha dals fatgs. Sch’il mandatari è divergià da las prescripziuns dal mandant per dischavantatg da tal senza che questas premissas eran avant maun, vala il mandat mo alura sco ademplì, sch’il mandatari surpiglia il dischavantatg che resulta tras quai.1.  Obligaziun d’annunziaArt. 397aSch’il mandant daventa probablamain permanentamain inabel da giuditgar, sto il mandatari infurmar l’autoritad da protecziun da creschids al domicil dal mandant, sch’ina tala annunzia para inditgada per mantegnair ils interess. Integrà tras la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001).2.  Responsabladad per in’execuziun buna e fidaivlaa.  En generalArt. 398 Il mandatari è en general suttamess a las medemas normas da responsabladad sco il lavurant en la relaziun da lavur. El è responsabel vers il mandant per exequir bain ed en moda fidaivla la fatschenta ch’è vegnida surdada ad el. El sto ademplir persunalmain la fatschenta, nun ch’el haja l’autorisaziun u nun ch’el saja sfurzà tras las circumstanzas da la surdar ad ina terza persuna, ubain sch’ina substituziun vegn – tenor isanza – resguardada sco admessa. Versiun tenor la cifra II art. 1 cifra 7 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).b.  En cas da transferiment ad ina terza persunaArt. 399 Sch’il mandatari ha transferì nunautorisadamain l’adempliment da la fatschenta ad ina terza persuna, è el responsabel per ils acts da tal, sco sche quai fissan ses agens acts. Sch’el era autorisà da sa laschar substituir, è el mo responsabel d’avair tschernì ed instruì la terza persuna cun la premura necessaria. En tuts dus cas po il mandant far valair ils dretgs ch’il mandatari ha vers la terza persuna directamain cunter quella.3.  RendaquintArt. 400 Sin dumonda dal mandant è il mandatari da tut temp obligà da dar pled e fatg davart l’execuziun dal mandat e da restituir tut quai ch’è vegnì consegnà ad el en quest connex per tge motiv ch’i saja. Sch’el è en retard cun il pajament da daners, ha el da pajar in tschains per quests daners.4.  Transferiment dals dretgs acquistadsArt. 401 Sch’il mandatari ha acquistà en ses agen num dretgs da pretensiun vers terzas persunas al quint dal mandant, vegnan quels transferids al mandant, uschespert che quel ha ademplì tut sias obligaziuns ch’èn naschidas tras il mandat. Quai vala er vers la massa, sch’il mandatari ha fatg concurs. Medemamain po il mandant – en cas da concurs dal mandatari – pretender las chaussas moviblas che quel ha acquistà sco proprietad en ses agen num, dentant sin quint dal mandant. Resalvà resta il dretg da retenziun dal mandatari.III.  Obligaziuns dal mandantArt. 402 Il mandant è obligà da restituir al mandatari las expensas e las anticipaziuns – inclusiv ils tschains – che quel ha fatg cun exequir correctamain il mandat, e da deliberar quel da tut las obligaziuns ch’el ha surpiglià. El è ultra da quai responsabel vers il mandatari per il donn ch’è naschì tras il mandat, nun ch’el possia cumprovar ch’il donn saja vegnì chaschunà senza sia culpa.IV.  Responsabladad da pliras persunasArt. 403 Sche pliras persunas han surdà communablamain in mandat, èn ellas responsablas en moda solidarica vers il mandatari. Sche pliras persunas han surpiglià communablamain in mandat, èn ellas responsablas en moda solidarica e pon obligar il mandant mo tras acts communabels, nun ch’ellas sajan autorisadas da transferir l’adempliment dal mandat ad ina terza persuna.D.  FiniziunI.  Motivs1.  Revocaziun, disditgaArt. 404 Il mandat po vegnir revocà u disditg da tut temp da mintga partida. Sche quai succeda dentant da temp maladattà, è la partida che sa retira obligada d’indemnisar il donn che vegn chaschunà a l’autra partida.2.  Mort, inabilitad d’agir, concursArt. 405 Sch’i n’è betg fixà il cuntrari u sche quai na resulta betg tras la natira da l’act giuridic, extingua il mandat cun la perdita da l’abilitad d’agir correspundenta, cun il concurs, cun la mort u cun la decleraziun da spariziun dal mandant u dal mandatari. Sche l’extincziun dal mandat periclitescha dentant ils interess dal mandant, èn il mandatari, ses ertavels u ses represchentant obligads da procurar ch’i vegnia cuntinuà cun la fatschenta fin ch’il mandant, ses ertavels u ses represchentant èn en cas da far quai sez. Versiun tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001).II.  Effect da l’extincziunArt. 406Il mandant u ses ertavel è obligà da laschar exequir il mandatari las fatschentas ch’el ha manà avant che avair survegnì enconuschientscha da l’extincziun dal mandat, sco sch’il mandat existiss anc adina.Emprim chapitel: Mandat per l’intermediaziun da maridaglias u da partenadis Integrà tras la cifra 2 da l’agiunta da la LF dals 26 da zer. 1998, en vigur dapi il 1. da schan. 2000 (AS 1999 1118; BBl 1996 I 1).A.  Noziun e dretg applitgabelArt. 406a Tgi che accepta in mandat per l’intermediaziun da maridaglias u da partenadis, s’oblighescha d’intermediar – cunter ina indemnisaziun – persunas al mandant per ina lètg u per in partenadi fix. Per l’intermediaziun da maridaglias u da partenadis èn applitgablas cumplementarmain las prescripziuns davart il mandat simpel.B.  Intermediaziun da persunas da l’exteriur u a persunas da l’exteriurI.  Custs dal viadi da returnArt. 406b Sche la persuna intermediada vegn da l’exteriur en Svizra u sch’ella va a l’exteriur, sto il mandatari indemnisar ad ella ils custs dal viadi da return, sche quel vegn fatg entaifer 6 mais dapi l’arriv. Las pretensiuns che la persuna, che duai vegnir intermediada, ha vers il mandatari vegnan transferidas cun tut ils dretgs a la communitad, sche quella ha pajà ils custs dal viadi da return. Il mandatari po pretender dal mandant ina indemnisaziun dals custs dal viadi da return mo en il rom da l’import maximal ch’è previs en il contract.II.  Obligaziun da dumandar ina permissiunArt. 406c L’intermediaziun professiunala da maridaglias u da partenadis da persunas da l’exteriur u a persunas da l’exteriur basegna la permissiun d’in post che vegn designà dal dretg chantunal e suttastat a la surveglianza da quest post. Il Cussegl federal decretescha las prescripziuns executivas e regla en spezial:a. las premissas e la durada da la permissiun;b. las sancziuns che vegnan pronunziadas vers il mandatari en cas da cuntravenziuns;c. l’obligaziun dal mandatari da garantir ils custs per il viadi da return da las persunas che duain vegnir intermediadas.C.  Furma e cuntegnArt. 406dIl contract è mo valaivel, sch’el vegn fixà en scrit e sch’el cuntegna las suandantas indicaziuns:1. il num ed il domicil da las partidas;2. il dumber e la spezia da las prestaziuns, per las qualas il mandatari s’oblighescha, sco er l’autezza da l’indemnisaziun e dals custs ch’èn colliads cun mintga prestaziun, en spezial la taxa d’inscripziun;3. l’import maximal da l’indemnisaziun ch’il mandant debitescha al mandatari, sche quel ha pajà ils custs dal viadi da return en cas d’ina intermediaziun da persunas da l’exteriur u a persunas da l’exteriur (art. 406b);4. las cundiziuns da pajament;5. il dretg dal mandant da revocar entaifer 14 dis – en scrit e senza stuair pajar ina indemnisaziun – sia proposta da far in contract u sia decleraziun d’acceptaziun;6. il scumond per il mandatari d’acceptar in pajament avant la scadenza dal termin da 14 dis;7. il dretg dal mandant da disdir da tut temp il contract senza stuair pajar ina indemnisaziun, cun resalva da l’obligaziun da prestar ina indemnisaziun pervia d’ina disditga da temp maladattà.Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).D.  Entrada en vigur, revocaziun, disditgaArt. 406e Per il mandant entra il contract en vigur pir 14 dis suenter ch’el ha survegnì ina copia dal contract ch’è vegnì suttascrit da tuttas duas partidas. Avant la scadenza da quest termin na dastga il mandatari acceptar nagin pajament dal mandant. Entaifer il termin tenor l’alinea 1 po il mandant revocar en scrit sia proposta da far in contract u sia decleraziun d’acceptaziun. Ina renunzia anticipada a quest dretg è nunlianta. Dal rest èn applitgablas tenor il senn las disposiziuns davart las consequenzas da la revocaziun (art. 40f). La disditga sto vegnir fatga en scrit.Versiun tenor la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), en vigur dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).E.  ...Art. 406fAbolì tras la cifra I da la LF dals 19 da zer. 2015 (revisiun dal dretg da revocaziun), cun effect dapi il 1. da schan. 2016 (AS 2015 4107; BBl 2014 921 2993).F.  Infurmaziun e protecziun da datasArt. 406g Avant che suttascriver il contract e durant la durada dal contract infurmescha il mandatari il mandant davart difficultads spezialas che pon – en vista a las relaziuns persunalas dal mandant – resultar tras l’adempliment dal mandat. Tar l’elavuraziun da las datas persunalas dal mandant è il mandatari suttamess a l’obligaziun da la secretezza; las disposiziuns da la Lescha federala dals 25 da settember 2020 davart la protecziun da datas restan resalvadas. SR 235.1 Versiun tenor la cifra II 18 da l’agiunta 1 da la LF dals 25 da sett. 2020 davart la protecziun da datas, en vigur dapi il 1. da sett. 2023 (AS 2022 491; BBl 2017 6941).G.  ReducziunArt. 406hSch’igl èn vegnids concludids indemnisaziuns u custs sproporziunads, po la dretgira – sin dumonda dal mandant – reducir talas u tals ad in import adequat.Segund chapitel:  La brev da credit ed il mandat da creditA.  La brev da creditArt. 407 Brevs da credit, cun las qualas l’adressader incumbensescha l’adressat, cun u senza inditgar in import maximal, da pajar ad ina persuna determinada ils imports pretendids, vegnan giuditgadas tenor las prescripziuns davart il mandat e davart l’assegnaziun. Sch’i n’è betg inditgà in import maximal, ha l’adressat – en cas da pretensiuns che na correspundan evidentamain betg a las relaziuns da las persunas pertutgadas – da communitgar quai a l’adressader e da refusar il pajament, fin ch’el ha retschavì ina directiva da quel. Il mandat ch’è cuntegnì en la brev da credit vala mo alura sco acceptà, sch’i vegn inditgà expressivamain in tschert import en l’acceptaziun.B.  Il mandat da creditI.  Noziun e furmaArt. 408 Sch’ina persuna ha survegnì ed acceptà in mandat da conceder u da renovar in credit ad ina terza persuna, saja quai en l’agen num e sin agen quint, dentant sut la responsabladad dal mandant, è il mandant responsabel sco in garant, nun ch’il mandatari haja surpassà ils cunfins dal mandat da credit. Per questa obligaziun dovri la decleraziun en scrit dal mandant.II.  Inabilitad da la terza persuna da far in contractArt. 409Il mandant na po betg far l’objecziun vers il mandatari che la terza persuna na saja betg stada abla da surpigliar persunalmain il debit.III.  Prorogaziun arbitraraArt. 410La responsabladad dal mandant extingua, sch’il mandatari ha concedì arbitrariamain ina prorogaziun a la terza persuna u sch’el ha tralaschà da proceder cunter quella tenor las directivas dal mandant.IV.  Relaziun tranter il mandant e la terza persunaArt. 411La relaziun giuridica tranter il mandant e la terza persuna, a la quala è vegnì concedì in credit, vegn giuditgada tenor las disposiziuns davart la relaziun giuridica tranter il garant ed il debitur principal.Terz chapitel:  Il contract d’intermediaziunA.  Noziun e furmaArt. 412 Tras il contract d’intermediaziun survegn l’intermediatur il mandat d’inditgar cunter ina indemnisaziun a l’autra partida in’occasiun da far in contract u d’intermediar la conclusiun d’in contract. Il contract d’intermediaziun suttastat en general a las prescripziuns davart il mandant simpel.B.  Salari da l’intermediaturI.  FurmaziunArt. 413 L’intermediatur ha il dretg da survegnir ses salari, uschespert ch’il contract è reussì en consequenza da l’indicaziun u da l’intermediaziun da l’intermediatur. Sch’il contract vegn fatg cun ina cundiziun suspensiva, po il salari per l’intermediaziun vegnir pretendì pir, cur che la cundiziun è ademplida. Uschenavant ch’il contract garantescha a l’intermediatur che sias expensas vegnian indemnisadas, po el pretender questa indemnisaziun er, sche la fatschenta n’è betg reussida.II.  FixaziunArt. 414Sche l’import da l’indemnisaziun na vegn betg fixà, vala ina taxa, nua ch’igl exista ina tala, u, en cas ch’ina tala taxa manca, il salari usità sco concludì.III.  Perdita dal dretg da survegnir in salariArt. 415Sche l’intermediatur è stà activ per l’auter en ina moda che cuntrafa al contract ubain sch’el è sa laschà empermetter er da l’auter in salari en in cas, che cuntrafa a la buna fai, na po el pretender da ses mandant ni il salari ni l’indemnisaziun da las expensas.IV.  ...Art. 416 Abolì tras la cifra 2 da l’agiunta da la LF dals 26 da zer. 1998, cun effect dapi il 1. da schan. 2000 (AS 1999 1118; BBl 1996 I 1).V.  ReducziunArt. 417Sch’igl è vegnì concludì in salari sproporziunà per l’intermediatur per inditgar l’occasiun da far in contract individual da lavur u da cumprar in bain immobigliar ubain per intermediar in tal contract u ina tala cumpra, po il derschader – sin dumonda dal debitur – reducir quest salari ad in import adequat.Versiun tenor la cifra II art. 1 cifra 8 resp. 9 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).C.  Resalva dal dretg chantunalArt. 418I resta resalvà als chantuns da far prescripziuns spezialas davart las activitads dals agents da bursa, dals intermediaturs sco er dals intermediaturs da plazzas.Quart chapitel: Il contract d’agenturaIntegrà tras la cifra I da la LF dals 4 da favr. 1949, en vigur dapi il 1. da schan. 1950 (AS 1949 I 802 808; BBl 1947 III 661). Guardar disp. fin. da quest chapitel (quart chapitel dal titel XIII) a la fin dal DO.A.  En generalI.  NoziunArt. 418a Agent è, tgi che surpiglia l’obligaziun d’intermediar permanentamain fatschentas ad in mandant u a plirs mandants ubain da concluder fatschentas en lur num e sin lur quint, senza ch’el stettia en ina relaziun da lavur cun ils mandants. Per agents che exequeschan in’activitad d’agent mo sco professiun accessorica vegnan las prescripziuns da quest chapitel applitgadas mo uschenavant che las partidas n’han betg concludì insatge auter en scrit. Las prescripziuns davart il delcredere, davart il scumond da far concurrenza e davart la schliaziun dal contract per motivs impurtants na dastgan betg vegnir exclusas a disfavur da l’agent.Versiun tenor la cifra II art. 1 cifra 8 resp. 9 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).II.  Dretg applitgabelArt. 418b Las prescripziuns davart il contract d’intermediaziun èn applitgablas per l’agent che intermediescha fatschentas, quellas davart la cumissiun per l’agent che concluda fatschentas. ...Abolì tras la cifra I litera b da l’agiunta da la LF dals 18 da dec. 1987 davart il dretg internaziunal privat, cun effect dapi il 1. da schan. 1989 (AS 1988 1776; BBl 1983 I 263).B.  Obligaziuns da l’agentI.  En general e delcredereArt. 418c L’agent defenda ils interess dal mandant cun il quità d’in bun commerziant. El dastga er esser activ per auters mandants, nun ch’i saja vegnì concludì insatge auter en scrit. In’obligaziun da star bun per il pajament u per in auter adempliment da las obligaziuns dal client ubain da surpigliar dal tuttafatg u parzialmain ils custs per incassar pretensiuns po el surpigliar mo, sche questa obligaziun è vegnida fixada en scrit. L’agent survegn tras quai in dretg da survegnir ina indemnisaziun speziala adequata, e quest dretg na po betg vegnir exclus.II.  Obligaziun da discreziun e scumond da far concurrenzaArt. 418d L’agent na dastga – er suenter ch’il contract è terminà – betg far diever u communitgar ad auters secrets da fatschenta dal mandant, ch’èn vegnids confidads ubain ch’èn vegnids enconuschents ad el sin basa da la relaziun d’agentura. Las disposiziuns davart il contract da servetsch èn applitgablas correspundentamain per contracts che cuntegnan scumonds da far concurrenza. Sche las partidas han concludì in scumond da far concurrenza, ha l’agent – a la fin dal contract – in dretg da survegnir ina indemnisaziun speziala adequata, e quest dretg na po betg vegnir exclus.C.  Autorisaziun da represchentanzaArt. 418e L’agent è mo autorisà d’intermediar fatschentas, da retschaiver reclamaziuns da mancanzas ed autras decleraziuns, cun las qualas il client fa valair u sa resalva ses dretg che nascha tras prestaziuns manglusas dal mandant, e da far valair ils dretgs ch’il mandant ha per garantir la cumprova. Perencunter n’è el betg autorisà d’acceptar pajaments, da conceder termins da pajament u da concluder autras midadas dal contract cun ils clients. Ils artitgels 34 e 44 alinea 3 da la Lescha federala dals 2 d’avrigl 1908 davart il contract d’assicuranza restan resalvads.SR 221.229.1D.  Obligaziuns dal mandantI.  En generalArt. 418f Il mandant ha da far tut per pussibilitar a l’agent d’exequir sia activitad cun success. En spezial ha el d’al metter a disposiziun ils documents necessaris. El ha da communitgar immediatamain als agents, sch’el prevesa che fatschentas pon u duain vegnir fatgas mo en ina dimensiun ch’è considerablamain pli pitschna che quai ch’è stà concludì u che po vegnir spetgà tenor las circumstanzas. Sch’igl è vegnì attribuì in tschert territori u ina tscherta clientella a l’agent, s’occupa quel exclusivamain da quest territori u da questa clientella, nun ch’i saja vegnì concludì insatge auter en scrit.II.  Provisiun1.  Provisiun per l’intermediaziun e per la conclusiunA.  Dimensiun e furmaziunArt. 418g L’agent ha il dretg da survegnir la provisiun concludida u usitada per tut las fatschentas ch’el ha intermedià u fatg durant la relaziun d’agentura, sco er – en cas ch’i mancan autras cunvegnas en scrit – per quellas fatschentas che vegnan fatgas dal mandant durant la relaziun d’agentura senza sia cooperaziun, sch’el ha gudagnà la terza persuna sco clienta per talas fatschentas. L’agent, al qual è vegnì attribuì exclusivamain in tschert territori u ina tscherta clientella, ha il dretg da survegnir la provisiun concludida u – en cas ch’i manca ina cunvegna – da survegnir la provisiun usitada per tut las fatschentas che vegnan fatgas durant la relaziun d’agentura cun persunas da quest territori u cun questa clientella. Il dretg da survegnir la provisiun nascha, uschespert che la fatschenta è vegnida concludida valaivlamain cun il client, nun ch’i saja vegnì concludì insatge auter en scrit.b.  Perdita dal dretg da survegnir ina provisiunArt. 418h L’agent perda posteriuramain ses dretg da survegnir ina provisiun, sche l’execuziun d’ina fatschenta concludida na vegn betg realisada per in motiv ch’il mandant na po betg responsar. Quest dretg scada però dal tuttafatg, sche la cuntraprestaziun per las prestaziuns ch’èn gia vegnidas fatgas dal mandant na vegn betg ademplida u vegn ademplida mo uschia ch’ins na po betg pretender dal mandant da pajar ina provisiun.c.  Termin da pajamentArt. 418iUschenavant ch’i n’exista betg ina cunvegna u ina isanza cuntraria, vegn la provisiun pajada a la fin da quel mez onn da l’onn chalendar, en il qual la fatschenta è vegnida fatga; pertutgant fatschentas d’assicuranza vegn la provisiun dentant pajada a norma dal pajament da l’emprima premia annuala.d.  RendaquintArt. 418k Sche l’agent n’è betg obligà tras ina cunvegna en scrit da preschentar in rendaquint da sias provisiuns, sto il mandant consegnar a l’agent per mintga termin da pajament in rendaquint en scrit, inditgond las fatschentas che dattan il dretg da survegnir ina provisiun. Sin dumonda sto il mandant dar a l’agent invista dals cudeschs e dals mussaments ch’èn decisivs per il rendaquint. L’agent na po betg renunziar gia ordavant a quest dretg.2.  Provisiun d’incassamentArt. 418l Uschenavant ch’i n’exista betg ina cunvegna u ina isanza cuntraria, ha l’agent il dretg da survegnir ina provisiun d’incassament per ils imports ch’el ha incassà en num dal mandant u ch’el ha consegna a quel. Cur che la relaziun d’agentura vegn terminada, scrodan il dretg d’incassament da l’agent sco er ses dretg da survegnir ulteriuras provisiuns d’incassament.III.  Impediment da lavurarArt. 418m Il mandant ha da pajar ina indemnisaziun adequata a l’agent, sch’el impedescha l’agent per atgna culpa – violond sias obligaziuns legalas u contractualas – da gudagnar sia provisiun en la dimensiun ch’è vegnida concludida u che po vegnir spetgada tenor las circumstanzas. Ina cunvegna cuntraria è nunvalaivla. Sch’in agent, che na dastga betg esser activ per in auter mandant il medem mument, vegn impedì senza sia culpa tras ina malsogna, tras servetsch militar svizzer obligatoric u tras motivs sumegliants d’exequir sia activitad, ha el – per in temp relativamain curt – il dretg da survegnir ina indemnisaziun adequata a norma da la perdita da gudogn ch’è resultada, sche la relaziun d’agentura ha durà almain 1 onn. L’agent na po betg renunziar gia ordavant a quest dretg.IV.  Custs ed expensasArt. 418n Uschenavant ch’i n’exista betg ina cunvegna u ina isanza cuntraria, n’ha l’agent nagin dretg da survegnir ina indemnisaziun per ils custs e per las expensas ch’èn resultads tras la gestiun regulara da sia fatschenta, dentant bain per ils custs e per las expensas ch’el ha surpiglià per incumbensa speziala dal mandant ubain sco ses administratur senza mandat, sco expensas da vitgiras e dazis. L’obligaziun da prestar indemnisaziuns na dependa betg dal fatg, sche l’act giuridic reussescha u betg.V.  Dretg da retenziunArt. 418o Per garantir las pretensiuns scadentas che resultan tras la relaziun d’agentura ed – en cas d’insolvenza dal mandant – er las pretensiuns betg scadentas, ha l’agent in dretg da retenziun vi da las chaussas moviblas e vi da las vaglias ch’el posseda sin basa da la relaziun d’agentura, sco er vi dals pajaments ch’el ha prendì en consegna da terzas persunas sin basa da ses plainpudair d’incassament. A quest dretg da retenziun na po l’agent betg renunziar ordavant. Il dretg da retenziun na po betg vegnir applitgà per tariffas da pretschs e per glistas da clients.E.  FiniziunI.  Scadenza dal temp fixàArt. 418p Sch’il contract d’agentura è vegnì fatg per in tschert temp u sch’in tal resulta tras l’intent dal contract, finescha el er senza ina disditga, cur che quest temp è scadì. Sch’in contract d’agentura ch’è vegnì fatg per in tschert temp vegn cuntinuà taciturnamain da tuttas duas partidas, suenter che quest temp è scadì, vala il contract sco renovà per la medema durada, dentant maximalmain per 1 onn. Sch’in contract po vegnir schlià mo cun ina disditga, vala el sco renovà, sche questa disditga vegn tralaschada da tuttas duas partidas.II.  Disditga1.  En generalArt. 418q Sch’in contract d’agentura n’è betg vegnì fatg per in tschert temp e sch’in tal na resulta er betg tras l’intent dal contract, po el vegnir disditg en l’emprim onn da sia durada da tuttas duas partidas per la fin dal mais chalendar che suonda il mais da la disditga. In termin da disditga pli curt sto vegnir fixà en scrit. Sche la relaziun da contract ha durà almain 1 onn, po ella vegnir disditga cun in termin da 2 mais per la fin d’in quartal chalendar. I po dentant vegnir concludì in termin da disditga pli lung u in auter termin final. I na dastgan betg vegnir concludids termins da disditga ch’èn differents per il mandat e per l’agent.2.  Per motivs impurtantsArt. 418r Per motivs impurtants po tant il mandant sco er l’agent schliar da tut temp immediatamain il contract. Las disposiziuns davart il contract da servetsch èn applitgablas correspundentamain.III.  Mort, inabilitad d’agir, concursArt. 418s La relaziun d’agentura extingua cun la mort e cun la perdita da l’abilitad d’agir da l’agent sco er cun il concurs dal mandant. Cun la mort dal mandant extingua la relaziun d’agentura, sch’il mandat è vegnì acceptà essenzialmain resguardond sia persuna.IV.  Dretgs da l’agent1.  ProvisiunArt. 418t Sch’in client che l’agent ha gudagnà durant la relaziun d’agentura fa in’empustaziun supplementara, exista il dretg da l’agent da survegnir ina provisiun mo, sche l’empustaziun è entrada avant la terminaziun da la relaziun d’agentura, nun ch’igl existia ina cunvegna u ina isanza cuntraria. Cun la terminaziun da la relaziun d’agentura scadan tut ils dretgs da l’agent da survegnir ina provisiun u ina indemnisaziun. Per fatschentas ch’èn d’ademplir cumplainamain u parzialmain pir suenter la terminaziun da la relaziun d’agentura, poi vegnir concludì en scrit in termin posteriur per la scadenza dal dretg da survegnir ina provisiun.2.  Indemnisaziun per la clientellaArt. 418u Sche l’agent ha augmentà – grazia a sia activitad – essenzialmain la clientella dal mandant e sche quel u sche ses successur legal ha avantatgs considerabels sin basa da las relaziuns da fatschenta cun la clientella gudagnada er suenter la terminaziun da la relaziun d’agentura, han l’agent u ses ertavels, uschenavant che quai è giustifitgà, in dretg da survegnir ina indemnisaziun adequata, e quest dretg na po betg vegnir exclus. Quest dretg importa maximalmain in gudogn annual net da questa relaziun da contract, calculà tenor la media dals ultims 5 onns u, sche la relaziun n’ha betg durà uschè ditg, tenor la media da la durada effectiva dal contract. In dretg da survegnir ina indemnisaziun n’exista betg, sche la relaziun d’agentura è vegnida schliada per in motiv che l’agent ha da responsar.V.  Obligaziuns da restituziunArt. 418vIl mument che la relaziun d’agentura vegn terminada ha mintga partida contrahenta da restituir a l’autra partida contrahenta tut quai ch’ella ha survegnì dad ella u da terzas persunas – per la durada da la relaziun d’agentura – a quint da l’autra partida contrahenta. Resalvads restan ils dretgs da retenziun da las partidas contrahentas.Quattordeschavel titel:  La gestiun senza mandatA.  Posiziun da l’administraturI.  Spezia da l’execuziunArt. 419Tgi che procura ina fatschenta per in’autra persuna senza avair in mandat da tala, è obligà d’exequir la fatschenta surpigliada uschia che quai correspunda a l’avantatg ed a l’intenziun presumtiva da l’autra persuna.II.  Responsabladad da l’administratur en generalArt. 420 L’administratur è responsabel per mintga negligientscha. Sia responsabladad sto dentant vegnir giuditgada en moda main severa, sch’el ha agì per impedir in donn che ha smanatschà il patrun. Sch’el ha exequì la gestiun cunter la voluntad expressiva u mussada autramain dal patrun e sche ses scumond n’è betg stà immoral u illegal, è el er responsabel per la casualitad, nun ch’el possia cumprovar che la casualitad fiss entrada er senza sia intervenziun.III.  Responsabladad da l’administratur ch’è incapabel da far in contractArt. 421 Sche l’administratur è stà incapabel da s’obligar cun contracts, è el responsabel per sia gestiun mo uschenavant ch’el è s’enritgì ubain uschenavant ch’el è sa privà da l’enritgiment cun malart. Resalvada resta ina responsabladad pli extendida che deriva dad acts illegals.B.  Posiziun dal patrunI.  Gestiun en l’interess dal patrunArt. 422 Sche l’administratur ha stuì surpigliar la gestiun d’ina fatschenta pervia da l’interess dal patrun, è quel obligà da pajar al manader da fatschenta tut las anticipaziuns ch’èn stadas necessarias u utilas ed adattadas a las relaziuns, inclusiv ils tschains, e da deliberar l’administratur en la medema dimensiun da las obligaziuns ch’el ha surpiglià sco er da prestar indemnisaziun per auters donns tenor appreziar dal derschader. Quest dretg ha l’administratur, sch’el ha agì cun la premura necessaria, er alura, sch’il resultat intenziunà n’è betg vegnì cuntanschì. Sche las anticipaziuns na ston betg vegnir indemnisadas a l’administratur, ha el il dretg da prender quai ch’el ha mess a disposiziun tenor las prescripziuns da l’enritgiment nungiustifitgà.II.  Gestiun en l’interess da l’administraturArt. 423 Sche la gestiun n’è betg vegnida exequida resguardond ils interess da l’administratur, ha quel tuttina il dretg da s’acquistar ils avantatgs che resultan tras la gestiun da la fatschenta. Il patrun è obligà d’indemnisar l’administratur e da deliberar quel mo uschenavant ch’el è s’enritgì.III.  Approvaziun da la gestiunArt. 424Sche la gestiun vegn approvada posteriuramain dal patrun, vegnan applitgadas las prescripziuns davart il mandat.Quindeschavel titel:  La cumissiunA.  Cumissiun da cumpra e da venditaI.  NoziunArt. 425 Cumissiunari da cumpra u da vendita è quella persuna che surpiglia d’exequir cunter ina taxa da cumissiun (provisiun) la cumpra u la vendita da chaussas moviblas u da vaglias en ses agen num, dentant sin quint d’ina autra persuna (dal committent). Per la relaziun da cumissiun vegnan applitgadas las prescripziuns davart il mandat, nun che las disposiziuns da quest titel cuntegnian insatge auter.II.  Obligaziuns dal cumissiunari1.  Obligaziun d’annunzia, assicuranzaArt. 426 Il cumissiunari ha da dar las infurmaziuns necessarias al committent ed en spezial d’annunziar a quel immediatamain l’execuziun dal mandat. El è mo obligà d’assicurar la rauba ch’el ha surpiglià en cumissiun, sch’el ha survegnì l’incumbensa dal committent da far quai.2.  Tractament da la rauba en cumissiunArt. 427 Sche la rauba en cumissiun, ch’è vegnida consegnada per la vendita, sa chatta en in stadi ch’è visiblamain manglus, ha il cumissiunari da defender ils dretgs vers il transportader da la rauba, da procurar per la cumprova dal stadi manglus da la rauba ed – uschenavant che quai è pussaivel – per il mantegniment da la rauba e d’infurmar immediatamain il committent. Sch’il cumissiunari tralascha questas obligaziuns, è el responsabel per il donn che resulta tras sia tralaschada. Sch’igl exista in privel che la rauba en cumissiun, ch’è vegnida consegnada per la vendita, giaja svelt en malura, ha il cumissiunari il dretg ed – uschenavant ch’ils interess dal committent pretendan quai – er l’obligaziun da laschar vender la rauba cun la cooperaziun da l’uffizi ch’è cumpetent al lieu, nua che la rauba sa chatta.3.  Tariffa da pretsch dal committentArt. 428 Sch’il cumissiunari da vendita ha vendì la rauba sut il pretsch minimal ch’è vegnì fixà per el, sto el indemnisar la differenza dal pretsch al committent, nun ch’el possia cumprovar ch’i saja vegnì evità cun la vendita da la rauba in donn per il committent e ch’i na saja betg pli stà pussaivel da dumandar il cumond dal committent. En cas ch’el è la culpa, ha el ultra da quai d’indemnisar tut ils donns che resultan tras la violaziun dal contract. Sch’il cumissiunari ha cumprà la chaussa pli bunmartgà che quai ch’il committent aveva previs, u sch’el l’ha vendida pli char che quai ch’igl è stà prescrit ad el, na dastga el betg tegnair il gudogn per sasez, mabain al sto attribuir al committent.4.  Concessiun da pajaments anticipads e da credits a terzas persunasArt. 429 Il cumissiunari che conceda – senza il consentiment dal committent – pajaments anticipads u credits ad ina terza persuna, fa quai sin atgna ristga. Il cumissiunari ha dentant il dretg da vender la rauba sin credit, sche quai è l’isanza commerziala al lieu da la vendita e sch’il committent n’ha betg decretà disposiziuns cuntrarias.5.  DelcredereArt. 430 Abstrahà dal cas, nua ch’il cumissiunari ha concedì in credit senza avair il dretg da far quai, ha el mo da star bun per pajar u per ademplir en autra moda las obligaziuns dal debitur, sch’el è s’obligà da far quai u sche quai è l’isanza commerziala al lieu da ses domicil. Il cumissiunari che stat bun per il debitur ha il dretg da survegnir ina indemnisaziun (provisiun da delcredere).III.  Dretgs dal cumissiunari1.  Indemnisaziun per pajaments anticipads e per expensasArt. 431 Il cumissiunari ha il dretg da pretender ina indemnisaziun per tut ils pajaments anticipads, per tut las expensas e per autras anticipaziuns ch’el ha fatg en l’interess dal committent e da calcular tschains sin quests imports. El po er metter a quint il pajament per ils magasins e per ils meds da transport ch’èn vegnids duvrads, dentant betg il salari da ses emploiads.2.  Provisiuna.  Dretg da survegnir la provisiunArt. 432 Il cumissiunari ha il dretg da pretender la provisiun, sche la fatschenta è vegnida realisada u sch’ella n’è betg vegnida realisada per in motiv che ha da far cun la persuna dal committent. Per fatschentas che n’èn betg vegnidas realisadas per in auter motiv, ha il cumissiunari mo il dretg da survegnir ina indemnisaziun per sias stentas tenor l’usit local.b.  Perdita da quest dretg e midada en in’atgna fatschentaArt. 433 Il dretg da survegnir la provisiun s’extingua, sch’il cumissiunari è sa fatg culpabel tras in agir malonest vers il committent, en spezial sch’el ha mess a quint in pretsch da cumpra memia aut u in pretsch da vendita memia bass. En ils dus cas numnads sco ultims ha il committent ultra da quai la cumpetenza da considerar il cumissiunari sez sco vendider u sco cumprader.3.  Dretg da retenziunArt. 434Il cumissiunari ha in dretg da retenziun vi da la rauba en cumissiun sco er vi dal retgav da la vendita.4.  Ingiant da la rauba en cumissiunArt. 435 Sche la rauba en cumissiun n’è betg vendibla u sch’il mandat vegn revocà, ha il cumissiunari il dretg da pretender in ingiant tar l’uffizi ch’è cumpetent al lieu, nua che la rauba sa chatta, en cas ch’il committent s’entarda en moda smesirada cun prender enavos la rauba u cun disponer da la rauba. L’ingiant po vegnir ordinà senza tadlar la cuntrapartida, sche ni il committent ni in substitut è preschent al lieu, nua che la rauba sa chatta. Avant l’ingiant sto dentant vegnir fatga ina communicaziun uffiziala al committent, nun che la rauba saja en privel da perder svelt sia valur.5.  Cumissiunari sco cumprader u sco vendider en atgna fatschentaa.  Calculaziun dal pretsch e provisiunArt. 436 En cas da cumissiuns per cumprar u per vender rauba, cambialas ed autras vaglias che han in pretsch da bursa u in pretsch da martgà, ha il cumissiunari – sch’il committent n’ha betg disponì insatge auter – il dretg da furnir sez sco vendider la rauba ch’el duai cumprar u da tegnair per sasez sco cumprader la rauba ch’el ha survegnì en cumissiun per la vender. En quests cas è il cumissiunari obligà da metter a quint il pretsch da bursa u da martgà che vala il mument ch’il mandat vegn exequì, ed el po metter a quint tant la provisiun ordinaria sco er las spesas regularas che resultan normalmain tras fatschentas da cumissiun. Dal rest sto questa fatschenta vegnir tractada sco in contract da vendita u da cumpra.b.  Surpigliada presumada dal cumissiunariArt. 437Sch’il cumissiunari annunzia en quels cas, nua ch’el ha il dretg d’esser sez il cumprader u il vendider, l’execuziun dal mandat senza numnar in’autra persuna sco cumpradra u sco vendidra, stoi vegnir supponì ch’el sez haja surpiglià l’obligaziun d’in cumprader u d’in vendider.c.  Scrudada da la surpigliadaArt. 438Sch’il committent revochescha il mandat e sche la revocaziun arriva tar il cumissiunari, avant che quel haja tramess l’annunzia ch’il mandat saja exequì, n’è il cumissiunari betg pli autorisà dad esser sez il cumprader u il vendider.B.  Contract da spediziunArt. 439Tgi che surpiglia cunter indemnisaziun da spedir u da spedir vinavant rauba a quint dal committent, dentant en ses agen num, sto vegnir resguardà sco cumissiunari; concernent il transport da rauba è el dentant suttamess a las disposiziuns davart il contract da transport.Sedeschavel titel:  Il contract da transportA.  NoziunArt. 440 Transportadra da rauba è la persuna che surpiglia da transportar rauba cunter indemnisaziun. Per il contract da transport vegnan applitgadas las prescripziuns davart il mandat, nun che las disposiziuns da quest titel cuntegnian insatge auter.B.  EffectsI.  Posiziun dal speditur1.  Indicaziuns necessariasArt. 441 Il speditur sto inditgar exactamain al transportader da rauba l’adressa dal retschavider ed il lieu da la furniziun, il dumber, l’emballadi, il cuntegn ed il pais dals tocs da martganzia, il temp e la via da la furniziun sco er – en cas d’objects prezius – lur valur. Ils donns che resultan tras la tralaschada u tras l’inexactadad d’ina tala indicaziun van a quint dal speditur.2.  EmballadiArt. 442 Il speditur ha da procurar che la rauba saja emballada adequatamain. El è responsabel per las consequenzas che resultan tras mancanzas da l’emballadi che n’èn betg vesaivlas exteriuramain. Percunter porta il transportader da rauba las consequenzas che resultan tras las mancanzas ch’èn stadas vesaivlas exteriuramain, sch’el ha acceptà la rauba senza resalvas.3.  Dretg da disponer da la rauba transportadaArt. 443 Uschè ditg che la martganzia sa chatta anc en ils mauns dal transportader, ha il speditur il dretg da prender enavos la rauba, indemnisond il transportader per las expensas u per ils dischavantatgs che resultan tras quai, dentant cun las suandantas excepziuns:1. sch’ina brev da martganzia è vegnida emessa dal speditur e sche quella è vegnida surdada dal transportader da rauba al retschavider;2. sch’il speditur ha survegnì ina quittanza dal transportader da rauba e sch’el na po betg pli returnar quella;3. sch’il transportader da rauba ha tramess al retschavider in’annunzia en scrit che la rauba saja arrivada e ch’ella possia vegnir retratga;4. sch’il retschavider ha pretendì la consegna da la rauba, suenter che quella è arrivada al lieu da destinaziun. En quests cas ha il transportader da rauba d’observar unicamain las instrucziuns dal retschavider; el è dentant obligà da far quai mo, sch’il speditur è sa laschà dar ina quittanza, sche la rauba n’è anc betg arrivada al lieu da destinaziun e sche questa quittanza è vegnida tramessa al retschavider.II.  Posiziun dal transportader da rauba1.  Tractament da la martganziaa.  Procedura en cas d’impediments da la furniziunArt. 444 Sche la martganzia na vegn betg acceptada ubain sche las pretensiuns ch’èn colliadas cun questa martganzia na vegnan betg pajadas ubain sch’il retschavider na po betg vegnir eruì, ha il transportader da rauba da communitgar quai al speditur e da tegnair en salv la martganzia en il fratemp sin donn e cust dal speditur u da la depositar tar ina terza persuna. Sch’i na vegn betg disponì da la martganzia entaifer in temp che correspunda a las circumstanzas, e quai ni dal speditur ni dal retschavider, po il transportader da rauba laschar vender la martganzia – sco in cumissiunari – a favur da quella persuna che ha il dretg dal retgav e cun l’agid da l’uffizi ch’è cumpetent al lieu, nua che la martganzia sa chatta.b.  VenditaArt. 445 Sche la martganzia è en privel d’ir svelt en malura u sche sia valur presumtiva na cuvra betg ils custs ch’èn colliads cun tala, ha il transportader da rauba da laschar constatar quests fatgs immediatamain ed uffizialmain; el po laschar vender la martganzia da medema maniera sco en cas dals impediments da la furniziun. Uschenavant sco pussaivel ston las partidas participadas vegnir infurmadas ch’igl è vegnì ordinà da vender la martganzia.c.  ResponsabladadArt. 446Exequind las cumpetenzas concernent il tractament da la martganzia ha il transportader da rauba da mantegnair il meglier pussaivel ils interess dal proprietari, ed el è responsabel d’indemnisar ils donns che resultan tras sia culpa.2.  Responsabladad dal transportader da raubaa.  Martganzia ida a perder u en maluraArt. 447 Sch’ina martganzia è ida a perder u en malura, ha il transportader da rauba d’indemnisar l’entira valur, nun ch’el possia cumprovar che la martganzia saja ida a perder u en malura pervia da la natira da la chaussa ubain pervia d’ina culpa u pervia d’ina ordinaziun dal speditur u dal retschavider ubain possia vegnir attribuida a circumstanzas che n’hajan betg pudì vegnir evitadas d’in transportader che fa sia chaussa cun premura e cun quità. Sco culpa dal speditur stoi vegnir considerà, sch’el n’ha betg infurmà il transportader da rauba davart la valur spezialmain gronda da la martganzia. Cunvegnas, tenor las qualas i sto vegnir indemnisà in interess che surpassa la valur cumplaina u tenor las qualas i sto vegnir indemnisà main che la valur cumplaina, restan resalvadas.b.  Martganzia furnida cun retard, martganzia donnegiada, martganzia ida per part en maluraArt. 448 Sut las medemas premissas e cun las medemas resalvas sco en cas da la perdita da la martganzia è il transportader da rauba responsabel per tut ils donns che vegnan chaschunads, sche la martganzia vegn consegnada cun retard u sch’ella è donnegiada u sch’ella è ida per part en malura. Senza ina cunvegna speziala na poi betg vegnir pretendì ina indemnisaziun pli gronda che quella per ina perdita cumpletta.c.  Responsabladad per il transportader intermediar da raubaArt. 449Il transportader da rauba è responsabel per tut ils accidents e per tut ils sbagls che capitan sin il transport surpiglià, saja quai ch’el haja fatg sez il transport fin a la fin ubain ch’el l’haja laschà far d’in auter transportader da rauba, cun resalva dal regress sin il transportader da rauba, al qual el ha surdà la martganzia.3.  Obligaziun d’annunziaArt. 450Il transportader da rauba ha d’annunziar al retschavider immediatamain che la martganzia saja arrivada.4.  Dretg da retenziunArt. 451 Sch’il retschavider contesta la pretensiun ch’è colliada cun la martganzia, po el pretender la consegna mo, sch’el ha deposità uffizialmain l’import dispitaivel. Areguard il dretg da retenziun dal transportader da rauba remplazza quest import la martganzia.5.  Extincziun da las pretensiuns e da la responsabladadArt. 452 Sche la martganzia vegn acceptada senza resalvas e sch’ils custs da transport vegnan pajads, extinguan tut las pretensiuns vers il transportader da rauba, cun excepziun dals cas d’engion intenziunà e da greva negligientscha. Ultra da quai resta il transportader da rauba responsabel per donns che n’èn betg vesaivels exteriuramain, sch’il retschavider chatta tals entaifer il temp, durant il qual el ha – tenor las circumstanzas – pudì far l’examinaziun u durant il qual i po vegnir pretendì dad el da far l’examinaziun, e sch’el communitgescha ils donns al transportader da rauba immediatamain suenter ch’els èn vegnids chattads. Questa communicaziun sto dentant vegnir fatga il pli tard 8 dis suenter la consegna da la martganzia.6.  ProceduraArt. 453 En tut ils cas da dispita po l’uffizi ch’è cumpetent al lieu, nua che la martganzia sa chatta, ordinar – sin dumonda d’ina da las duas partidas – che la martganzia vegnia depositada en ils mauns d’ina terza persuna u – suenter avair constatà ses stadi – ch’ella vegnia vendida. La vendita po vegnir evitada, sche l’import da tut las pretensiuns ch’èn colliadas apparentamain cun la martganzia vegn pajà u deposità.7.  Surannaziun dals plants d’indemnisaziunArt. 454 Ils plants d’indemnisaziun cunter il transportader da rauba suranneschan suenter 1 onn, e quai a partir dal di che la martganzia avess stuì vegnir consegnada, en cas che la martganzia è ida en malura, è ida a perder u è vegnida consegnada cun retard, ed a partir dal di che la martganzia è vegnida surdada al retschavider, en cas che la martganzia è donnegiada. Il retschavider u il speditur po adina far valair ses dretgs sin via da l’objecziun, uschenavant ch’el ha reclamà entaifer 1 onn ed uschenavant ch’il dretg n’è betg scadì, perquai che la martganzia è vegnida acceptada. Resalvads restan ils cas d’engion e da greva negligientscha dal transportader da rauba.C.  Instituziuns da transport concessiunadas e statalasArt. 455 Instituziuns da transport che dovran ina permissiun dal stadi n’èn betg autorisadas d’excluder u da restrenscher gia ordavant per lur avantatg l’applicaziun da las disposiziuns legalas davart la responsabladad dal transportader da rauba tras ina cunvegna speziala u tras reglaments. Resalvadas restan dentant disposiziuns divergentas dal contract ch’èn decleradas per admissiblas en quest titel. Las prescripziuns spezialas per contracts da transport da furnituras postalas, da las viafiers e dals bastiments a vapur restan resalvadas. Versiun tenor la cifra II 2 da l’agiunta a la L da posta dals 17 da dec. 2010, en vigur dapi il 1. d’oct. 2012 (AS 2012 4993; BBl 2009 I 5181).D.  Cooperaziun d’ina instituziun da transport publicaArt. 456 In transportader da rauba u in speditur che sa serva d’ina instituziun da transport publica per exequir in transport ch’el ha surpiglià ubain che cooperescha tar l’execuziun d’in transport ch’è vegnì surpiglià d’ina tala instituziun, è suttamess a las disposiziuns spezialas davart il traffic da martganzia che valan per questa instituziun. Cunvegnas divergentas tranter il transportader da rauba u il speditur ed il mandant restan dentant resalvadas. Quest artitgel n’è betg applitgabel per transports al domicil (per camiunists).E.  Responsabladad dal spediturArt. 457Il speditur che sa serva d’ina instituziun da transport publica per exequir ses contract na po betg refusar sia responsabladad pervia da mancanza d’in regress, sch’el è sez la culpa da la perdita dal regress.Deschsettavel titel:  La procura ed auters mandats commerzialsA.  ProcuraI.  Noziun e constituziunArt. 458 Tgi ch’è vegnì autorisà expressivamain u taciturnamain dal possessur d’in manaschi da commerzi, da fabricaziun u d’ina autra interpresa che vegn manada tenor princips commerzials, da manar per quel las fatschentas e da suttascriver «per procura» en num da la firma è procurist. Il patrun dal manaschi ha d’annunziar la concessiun da la procura al register da commerzi per l’inscripziun; el vegn dentant obligà tras las acziuns dal procurist gia avant l’inscripziun. In procurist po vegnir engaschà per manar autras interpresas u autras fatschentas mo tras ina inscripziun en il register da commerzi.II.  Extensiun da la procuraArt. 459 Il procurist è autorisà vers terzas persunas da buna fai d’obligar il patrun dal manaschi cun suttascriver cambialas e da far en num da quel tut ils acts giuridics ch’èn necessaris per ademplir l’intent dal manaschi u da la fatschenta. Il procurist è mo autorisà d’alienar u d’engrevgiar bains immobigliars, sch’el ha survegnì expressivamain questa cumpetenza.III.  LimitaziunArt. 460 La procura po vegnir limitada al champ d’activitads d’ina filiala. Ella po vegnir dada a pliras persunas per la suttascripziun cuminaivla (procura collectiva) cun l’effect che la suttascripziun d’ina singula persuna n’è betg lianta senza la cooperaziun prescritta da las autras persunas. Autras limitaziuns da la procura n’han betg in effect giuridic vers terzas persunas da buna fai.IV.  Extincziun da la procuraArt. 461 L’extincziun da la procura sto vegnir inscritta en il register da commerzi, er sche l’inscripziun n’è betg vegnida fatga, cur che la procura è vegnida concedida. Uschè ditg che l’extincziun n’è betg vegnida fatga e n’è betg vegnida communitgada, resta la procura en vigur vers terzas persunas da buna fai.B.  Auters mandats commerzialsArt. 462 Sch’il possessur d’in manaschi da commerzi, da fabricaziun u d’ina autra interpresa che vegn manada tenor princips commerzials engascha ina persuna sco represchentanta senza la conceder la procedura, saja quai per manar l’entir manaschi, saja quai per exequir tschertas fatschentas en quel manaschi, s’extenda il plainpudair sin tut ils acts giuridics che la gestiun d’in tal manaschi u che l’execuziun da talas fatschentas pretendan normalmain. Il mandatari è dentant mo autorisà da suttascriver cambialas, da far emprests da daners e da manar process, sch’el ha survegnì expressivamain la cumpetenza da far quai.C.  ...Art. 463 Abolì tras la cifra II art. 6 cifra 1 da la LF dals 25 da zer. 1971, cun effect dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).D.  Scumond da concurrenzaArt. 464 Il procurist sco er il mandatari ch’è engaschà per manar l’entir manaschi u che stat en ina relaziun da lavur cun il possessur dal manaschi, na dastga – senza il consentiment dal patrun dal manaschi – far ni sin l’agen quint ni a quint d’ina terza persuna, fatschentas che appartegnan als secturs da fatschenta dal patrun. En cas che questa prescripziun vegn surpassada, po il patrun dal manaschi pretender ch’il donn chaschunà vegnia indemnisà e surpigliar las fatschentas correspundentas sin agen quint.Versiun tenor la cifra II art. 1 cifra 10 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).E.  Extincziun da la procura e dals auters mandats commerzialsArt. 465 La procura ed ils auters mandats commerzials pon vegnir revocads da tut temp, senza pregiuditgar ils dretgs che pon resultar tras in contract individual da lavur, tras in contract social, tras ina incumbensa u tras chaussas sumegliantas tranter las partidas participadas. La mort dal patrun dal manaschi u la perdita da sia abilitad d’agir n’ha chaschuna betg l’extincziun da la procura u dals auters mandats commerzials.Versiun tenor la cifra II art. 1 cifra 11 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).Deschdotgavel titel:  L’assegnaziunA.  NoziunArt. 466Cun l’assegnaziun vegn l’assegnà autorisà da consegnar – a quint da l’assegnader – daners, vaglias u autras chaussas remplazzablas al retschavider da l’assegnaziun, e quest vegn autorisà da retrair la chaussa en ses agen num.B.  EffectsI.  Relaziun tranter l’assegnader ed il retschavider da l’assegnaziunArt. 467 Sche l’assegnaziun serva a pajar in debit da l’assegnader vers il retschavider da l’assegnaziun, s’extingua quest debit pir, sche l’assegnà ha fatg il pajament. Il retschavider che ha acceptà l’assegnaziun po dentant puspè far valair sia pretensiun vers l’assegnader mo, sch’el ha pretendì il pajament da l’assegnà e sch’el n’ha betg survegnì quel suenter ch’il temp, ch’è vegnì fixà en l’assegnaziun, è scadì. Il creditur che na vul betg acceptar in’assegnaziun da ses debitur, ha da communitgar quai immediatamain a quel per evitar da stuair indemnisar eventuals donns.II.  Obligaziun da l’assegnàArt. 468 L’assegnà che declera al retschavider da l’assegnaziun d’acceptar quella senza resalva, è obligà da far il pajament, e cunter quel po el far mo talas objecziuns che resultan tras lur relaziuns persunalas u tras il cuntegn da l’assegnaziun sezza, dentant betg talas che resultan tras sia relaziun cun l’assegnader. Uschenavant che l’assegnà è debitur da l’assegnader ed uschenavant che sia situaziun na vegn insumma betg pegiurada tras quai, ch’el duai far in pajament al retschavider da l’assegnaziun, è el obligà da far il pajament a quel. Da declerar ch’el acceptia l’assegnaziun avant ch’il pajament è fatg, n’è l’assegnà obligà gnanc en quest cas, nun ch’el haja concludì il cuntrari cun l’assegnader.III.  Obligaziun d’annunzia, en cas ch’il pajament è vegnì refusàArt. 469Sche l’assegnà refusa da far il pajament che vegn pretendì dal retschavider da l’assegnaziun ubain sch’el declera gia ordavant da betg vulair far il pajament al retschavider, è quest obligà da communitgar quai immediatamain a l’assegnader per evitar da stuair indemnisar eventuals donns.C.  RevocaziunArt. 470 L’assegnader po revocar l’assegnaziun vers il retschavider da l’assegnaziun, sch’el n’ha betg dà quella per pajar ses debit u uschiglio per avantatg dal retschavider. Vers l’assegnà po l’assegnader revocar da tut temp l’assegnaziun, uschè ditg che l’assegnà n’ha betg declerà al retschavider ch’el acceptia l’assegnaziun. Sche las reglas d’in sistem da pajament na defineschan nagut auter, è l’assegnaziun tar pajaments electronics irrevocabla en il mument che l’import è vegnì debità sin il conto da l’assegnader. Sche l’assegnader fa concurs, vala l’assegnaziun – en cas ch’ella n’è anc betg vegnida acceptada – sco revocada. Integrà tras la cifra 3 da l’agiunta a la LF davart las vaglias contabilisadas dals 3 d’oct. 2008, en vigur dapi il 1. d’oct. 2009 (AS 2009 3577; BBl 2006 9315).D.  Assegnaziun en cas da vagliasArt. 471 Assegnaziuns en scrit per il pajament al possessur dal document vegnan giuditgadas tenor las prescripziuns da quest titel, e quai en quel senn che mintga possessur vala vers l’assegnà sco retschavider da l’assegnaziun; ils dretgs tranter l’assegnader ed il retschavider vegnan percunter fundads mo tras mintga singula cessiun. Resalvadas restan las disposiziuns spezialas davart il schec e davart las assegnaziuns che sumeglian cambialas.Deschnovavel titel:  Il contract da depositA.  Il deposit en generalI.  NoziunArt. 472 Cun il contract da deposit s’oblighescha il conservader da surpigliar e da conservar en in lieu segir ina chaussa movibla che vegn confidada ad el dal depositur. Ina indemnisaziun po el pretender mo, sch’ina tala è vegnida fixada explicitamain u ha pudì vegnir spetgada tenor las circumstanzas.II.  Obligaziuns dal depositurArt. 473 Il depositur è responsabel vers il conservader per las expensas necessarias ch’èn colliadas cun l’adempliment dal contract. El è responsabel per il donn che vegn chaschunà al conservader tras il deposit, nun ch’el possia cumprovar ch’il donn saja capità senza la minima culpa da sia vart.III.  Obligaziuns dal conservader1.  Scumond da duvrar la chaussa depositadaArt. 474 Il conservader na dastga betg duvrar la chaussa senza il consentiment dal depositur. Cas cuntrari debitescha el al depositur ina indemnisaziun correspundenta ed è er responsabel per la casualitad, nun ch’el possia cumprovar che la casualitad avess tutgà la chaussa er sch’el avess observà il scumond.2.  Restituziuna.  Dretg dal depositurArt. 475 Il depositur po pretender enavos da tut temp la chaussa depositada plus in eventual augment, e quai er sch’igl è stà concludì in tschert temp per la conservaziun. El ha dentant d’indemnisar al conservader las expensas che quel ha fatg resguardond il temp concludì.b.  Dretgs dal conservaderArt. 476 Il conservader po restituir la chaussa depositada avant la scadenza dal temp concludì mo, sche circumstanzas nunprevisas impedeschan el da conservar pli ditg la chaussa en moda segira u senza in agen dischavantatg. Sch’i n’è betg vegnì fixà in temp da conservaziun, po il conservader restituir la chaussa da tut temp.c.  Lieu da la restituziunArt. 477La chaussa depositada sto vegnir restituida sin donn e cust dal depositur al lieu, nua ch’ella è stada conservada.3.  Responsabladad da plirs conservatursArt. 478Sche pliras persunas han survegnì cuminaivlamain la chaussa per la conservar, èn ellas responsablas en moda solidarica.4.  Pretensiuns da proprietad da terzas persunasArt. 479 Sch’ina terza persuna fa valair la proprietad vi da la chaussa depositada, è il conservader tuttina obligà da restituir la chaussa al depositur, nun ch’ella saja sequestrada giudizialmain u ch’i saja vegnì purtà in plant da proprietad cunter el. El ha d’infurmar immediatamain il depositur davart quests impediments.IV.  SequesterArt. 480Sche pliras persunas han deposità ina chaussa, da la quala las relaziuns giuridicas èn dispitaivlas u nuncleras, tar ina terza persuna (il sequestratur) per segirar lur pretensiuns, dastga il sequestratur dar or la chaussa mo cun il consentiment da las persunas participadas u sin cumond dal derschader.B.  Il deposit da chaussas remplazzablasArt. 481 Sch’igl èn vegnids depositads daners cun la cunvegna expressiva u taciturna ch’il conservader n’haja betg da restituir ils medems daners, mabain mo la medema summa, ha el il profit ed il privel. Ina cunvegna taciturna en quest senn po vegnir supponida, sche la summa da daners è vegnida surdada en moda betg sigillada e betg serrada. Sch’i vegnan depositadas autras chaussas remplazzablas u vaglias, dastga il conservader mo disponer da quellas, sch’el ha survegnì expressivamain quella cumpetenza dal depositur.C.  Magasin da depositI.  Dretg d’emetter titels da martganziaArt. 482 In possessur d’in magasin che sa porscha publicamain da conservar rauba, po survegnir la permissiun da l’autoritad cumpetenta d’emetter titels da martganzia per la rauba depositada. Ils titels da martganzia èn vaglias che dattan il dretg da retrair la rauba depositada. Els pon vegnir emess sin il num, sin il cumond ubain sin il purtader.II.  Obligaziun da conservaziun dal possessur d’in magasinArt. 483 Il possessur d’in magasin è obligà da conservar la rauba sco in cumissiunari. El ha, sche pussaivel, da communitgar al depositur, sch’i dat midadas vi da la rauba che pretendan da prender ulteriuras mesiras. El ha da permetter al depositur da prender invista da la rauba e da far emprovas durant las uras da fatschenta sco er da permetter da tut temp las mesiras necessarias per il mantegniment da la rauba.III.  Maschaida da la raubaArt. 484 Il possessur d’in magasin dastga maschadar rauba remplazzabla cun autra rauba da la medema spezia e da la medema qualitad mo, sch’el ha il consentiment expressiv da far quai. Da rauba maschadada po mintga depositur pretender la quantitad che correspunda a sia part depositada. Il possessur d’in magasin dastga far la zavrada pretendida senza la cooperaziun dals auters depositurs.IV.  Dretg dal possessur d’in magasinArt. 485 Il possessur d’in magasin ha il dretg da survegnir la taxa da deposit ch’è vegnida concludida u ch’è usitada sco er da survegnir l’indemnisaziun da las expensas che n’èn betg resultadas tras la conservaziun sco tala, sco custs da transport, da dazi u da reparatura. Las expensas ston vegnir indemnisadas immediatamain, las taxas da deposit suenter la scadenza da 3 mais dapi la magasinaziun ed en mintga cas, cur che la rauba vegn retratga dal tuttafatg u per part. Per sias pretensiuns ha il possessur d’in magasin in dretg da retenziun vi da la rauba, uschè ditg ch’el è en possess da la rauba u ch’el po disponer da quella cun agid dals titels da martganzia.V.  Restituziun da la raubaArt. 486 Il possessur d’in magasin ha da restituir la rauba sco in conservader, el è dentant lià vi da la durada da la conservaziun tenor contract er alura, sch’in conservader ordinari avess il dretg – pervia da circumstanzas nunprevisas – da restituir la rauba avant la scadenza dal temp fixà. Sch’igl è vegnì emess in titel da martganzia, dastga e sto el restituir la rauba mo a quella persuna che ha il dretg da la retrair tenor quest attest.D.  Ustiers e possessurs da stallas publicasI.  Responsabladad dals ustiers1.  Premissa ed extensiunArt. 487 Ustiers ed hoteliers che dattan alloschi a persunas estras èn responsabels per tut ils donns, per tut las destrucziuns u per tut ils enguladitschs da las chaussas appurtadas da lur giasts, nun ch’els cumprovian ch’il donn saja vegnì chaschunà dal giast sez, da ses visitaders, da ses accumpagnaders u da ses servients u tras forza superiura ubain pervia da la natira da la chaussa sezza. Questa responsabladad exista dentant per las chaussas da mintga singul giast mo fin a l’import da 1000 francs, sche l’ustier ubain sche ses persunal na porta nagina culpa.2.  Responsabladad en spezial per preziusadadsArt. 488 Sche preziusadads, sche summas da daners pli grondas u sche vaglias na vegnan betg confidadas a l’ustier per la conservaziun, è quel mo responsabel per questas chaussas, sch’el ubain sche ses persunal è la culpa. Sch’el ha surpiglià u sch’el ha refusà la conservaziun, sto el star bun per l’entira valur. Sch’ins na dastga betg pretender dal giast da confidar talas chaussas, porta l’ustier la responsabladad per ellas sco per las autras chaussas dal giast.3.  Fin da la responsabladadArt. 489 Ils dretgs dal giast extinguan, sch’el n’annunzia betg il donn a l’ustier immediatamain suenter ch’el l’ha constatà. L’ustier na po betg sa retrair da sia responsabladad, tras quai ch’el refusa quella cun pender si affischas correspundentas en las localitads da l’albiert ubain tras quai ch’el fa dependenta sia responsabladad da cundiziuns che na vegnan betg numnadas en la lescha.II.  Responsabladad dals possessurs da stallas publicasArt. 490 Ils possessurs da stallas publicas èn responsabels per ils donns, per las destrucziuns u per ils enguladitschs dals animals, dals vehichels e da las chaussas accessoricas ch’èn vegnids confidads ad els ubain surpigliads dad els u da lur persunal en autra moda, nun ch’els cumprovian ch’il donn saja vegnì chaschunà dal confidader sez, da ses visitaders, da ses accumpagnaders u da ses servients u tras forza superiura ubain pervia da la natira da la chaussa sezza. Questa responsabladad exista dentant per ils animals, per ils vehichels e per las chaussas accessoricas ch’èn vegnids surpigliads da mintga singul confidader mo fin a l’import da 1000 francs, sch’il possessur d’ina stalla publica ubain sche ses persunal na porta nagina culpa.III.  Dretg da retenziunArt. 491 Ustiers sco er possessurs da stallas publicas han in dretg da retenziun vi da las chaussas appurtadas, e quai per las pretensiuns che derivan da l’alloschament e da la stallaziun. Las disposiziuns davart il dretg da retenziun dal locatur vegnan applitgadas confurm al senn.Ventgavel titel: La garanzia Versiun tenor la cifra I da la LF dals 10 da dec. 1941, en vigur dapi il 1. da fan. 1942 (AS 58 279 290 644; BBl 1939 II 841). Guardar disp. trans. da quest titel a la fin dal DO.A.  PremissasI.  NoziunArt. 492 Cun il contract da garanzia s’oblighescha il garant vers il creditur dal debitur principal da star bun per il pajament dal debit. Mintga garanzia premetta in debit principal ch’exista cun dretg. Per il cas ch’il debit principal daventa efficazi, po la garanzia er vegnir dada per in debit futur u per in debit cundiziunà. Tgi che declera da star bun per il debit che resulta tras in contract ch’è nunliant per il debitur principal pervia d’ina errur u pervia da l’inabilitad da far in contract, è responsabel sut las premissas e tenor ils princips dal dretg da garanzia, sch’el ha enconuschì la mancanza il mument ch’el ha surpiglià sia obligaziun. Quai vala er, sch’insatgi s’oblighescha da star bun per il pajament d’in debit dal debitur principal ch’è surannà. Uschenavant che la lescha na dispona betg autramain, na po il garant betg renunziar ordavant als dretgs che vegnan concedids ad el en quest titel.II.  FurmaArt. 493 Per esser valaivla dovra la garanzia ina decleraziun en scrit dal garant ed – en il document da garanzia sez – l’indicaziun en cifras da l’import maximal, per il qual el stat bun. La decleraziun da garanzia da persunas natiralas dovra ultra da quai la documentaziun publica che sto correspunder a las prescripziuns valaivlas dal lieu, nua che la decleraziun da garanzia vegn fatga. Sche l’import da garanzia na surpassa dentant betg la summa da 2000 francs, basti d’inditgar cun l’agen maun en il document da garanzia sez las cifras da l’import da responsabladad e, sche quai è il cas, quellas da la responsabladad solidarica. Garanzias che vegnan surpigliadas vers la Confederaziun u vers sias instituziuns da dretg public u vers in chantun per obligaziuns da dretg public, sco dazis, taglias e chaussas sumegliantas, u per taxas da vitgira dovran en tuts cas unicamain la decleraziun en scrit dal garant e l’indicaziun en cifras da l’import maximal da la summa garantida en il document da garanzia sez. Sche l’import garantì è vegnì dividì en imports pli pitschens per evitar la furma da la documentaziun publica, èsi necessari da duvrar la furma ch’è prescritta per l’import total per garantir ils imports parzials. Sche la garanzia vegn midada posteriuramain, cun excepziun da l’augment da l’import garantì e da la midada d’ina garanzia simpla en ina garanzia solidarica, basta la furma en scrit. Sch’il debit principal vegn surpiglià d’ina terza persuna cun l’effect ch’il debitur saja deliberà dal debit, extingua la garanzia, sch’il garant n’ha betg consentì en scrit da surpigliar il debit. La medema furma sco la garanzia dovran er la concessiun d’in plainpudair spezial per surpigliar ina garanzia e l’empermischun da prestar ina garanzia a l’auter contrahent u ad ina terza persuna. Tras ina cunvegna en scrit po la responsabladad dal garant vegnir limitada a quella part dal debit principal che vegn amortisada l’emprim. Il Cussegl federal po limitar l’autezza da las taxas per la documentaziun publica.III.  Consentiment dal conjugalArt. 494 Per esser valaivla dovra la garanzia d’ina persuna maridada il consentiment en scrit dal conjugal, sche la lètg n’è betg separada tras ina sentenzia giudiziala. Quest consentiment sto vegnir dà en il cas singul ordavant u il pli tard il medem mument. ... Per midar posteriuramain ina garanzia dovri il consentiment da l’auter conjugal mo, sche l’import garantì duai vegnir augmentà u sch’ina garanzia simpla duai vegnir midada en ina garanzia solidarica u sche la midada signifitga ina reducziun considerabla da la segirezza. Per partenadis registrads vala la medema regulaziun confurm al senn. Abolì tras la cifra I da la LF dals 17 da zer. 2005, cun effect dapi il 1. da dec. 2005 (garanzias; consentiment dal conjugal; AS 2005 5097; BBl 2004 4955 4965).Versiun tenor la cifra 11 da l’agiunta da la L da partenadi dals 18 da zer. 2004, en vigur dapi il 1. da schan. 2007 (AS 2005 5685; BBl 2003 1288).B.  CuntegnI.  Particularitads da las singulas spezias da garanzia1.  Garanzia simplaArt. 495 Il creditur po pretender ch’il garant simpel paja il debit pir sch’il debitur principal ha fatg concurs – suenter che la garanzia è vegnida surpigliada – u sch’el ha survegnì in moratori u sch’el è vegnì stumà dal creditur – observond il quità necessari – fin ch’in attest da perdita definitiv è vegnì emess u sch’el ha transferì ses domicil a l’exteriur e na po betg pli vegnir clamà davant dretgira en Svizra u perquai ch’igl è considerablamain pli difficil da clamar el davant dretgira pervia dal transferiment da ses domicil a l’exteriur. Sch’igl existan dretgs da pegn per la pretensiun garantida, po il garant simpel pretender – uschè ditg ch’il debitur principal n’ha betg fatg concurs u n’ha betg survegnì in moratori – ch’il creditur sa laschia pajar l’emprim or da quests dretgs da pegn. Sch’il garant è mo s’obligà da pajar l’import da la perdita (garanzia d’indemnisaziun), po el vegnir obligà da prestar la garanzia pir, cur ch’igl è avant maun in attest da perdita definitiv cunter il debitur principal ubain cur ch’el ha transferì ses domicil a l’exteriur e na po betg pli vegnir clamà davant dretgira en Svizra u perquai ch’igl è considerablamain pli difficil da clamar el davant dretgira pervia dal transferiment da ses domicil a l’exteriur. Sch’igl è vegnì fatg in concordat, po il garant vegnir obligà da star bun per la part relaschada dal debit principal, e quai immediatamain suenter ch’il concordat è entrà en vigur. Cunvegnas cuntrarias restan resalvadas.2.  Garanzia solidaricaArt. 496 Tgi che s’oblighescha sco garant cun agiuntar l’expressiun «solidaric» u cun autras expressiuns equivalentas po vegnir obligà da star bun avant il debitur principal ed avant ch’ils pegns immobigliars vegnian realisads, sch’il debitur principal è en retard cun il pajament da ses debit ed è vegnì admonì senza success u sche sia insolvenza è evidenta. Avant la realisaziun dals dretgs dal pegn manual e dal pegn da pretensiun po el mo vegnir obligà da star bun, uschenavant che quests dretgs na bastan – tenor l’appreziar dal derschader – probablamain betg per cuvrir il debit, u sche quai è vegnì concludì uschia u sch’il debitur principal ha fatg concurs u sch’el ha survegnì in moratori.3.  CungaranziaArt. 497 Plirs garants che han surpiglià da star buns cuminaivlamain per il medem debit principal divisibel, stattan buns per lur parts sco garants simpels e per las parts dals auters sco garants dal garant. Sch’els han surpiglià ina garanzia solidarica cun il debitur principal ubain tranter els, stat mintgin bun per l’entir debit. Il garant po dentant refusar da pajar l’import che surpassa sia part, uschè ditg ch’i n’è betg vegnida introducida la scussiun cunter tut ils congarants che ston star buns solidaricamain, perquai ch’els han surpiglià la garanzia avant el ubain cun el e perquai ch’els pon vegnir clamads davant dretgira en Svizra per quest debit. Il medem dretg ha el, sche ses congarants han pajà lur part u sch’els han dà ina garanzia reala per quella. Per ils pajaments prestads ha il garant – nun ch’i saja vegnì concludì insatge auter – il dretg da prender regress sin ils congarants che stattan buns solidaricamain cun el, uschenavant che mintgin dad els n’ha betg gia pajà sia part. Quest dretg po preceder al regress sin il debitur principal. Sch’in garant ha surpiglià la garanzia sut la premissa ch’il creditur sappia che anc auters garants – ultra dad el – vegnian a s’obligar per il medem debit principal, vegn el deliberà da la garanzia, sche questa premissa na vegn betg ademplida u sch’in tal congarant vegn deliberà posteriuramain da sia responsabladad tras il creditur ubain sche sia garanzia vegn declerada sco nunvalaivla. En quest ultim cas po il derschader er mo reducir adequatamain la responsabladad, sche quai è giustifitgà. Sche plirs garants han surpiglià independentamain in da l’auter la garanzia per il medem debit principal, sto mintgin star bun per l’entir import, per il qual el ha surpiglià la garanzia. Quel garant che presta il pajament ha dentant il dretg da prender regress sin ils auters tenor la proporziun da lur parts, nun ch’i saja vegnì concludì insatge auter.4.  Garanzia per il garant e cuntragaranziaArt. 498 Il garant dal garant ch’è s’obligà vers il creditur d’ademplir las obligaziuns ch’el ha surpiglià da l’emprim garant, stat bun per quest ultim en la medema maniera sco ch’il garant simpel stat bun per il debitur principal. Il cuntragarant è obligà da star bun vers il garant che ha pajà per il regress che quel po prender sin il debitur principal.II.  Disposiziuns cuminaivlas1.  Relaziun dal garant vers il creditura.  Extensiun da la responsabladadArt. 499 Il garant stat bun en tut ils cas mo fin a l’import maximal ch’è inditgà en il document da garanzia. Fin a quest import maximal stat il garant bun cun resalva d’ina autra cunvegna:1. per l’import respectiv dal debit principal sco er per las consequenzas legalas d’ina culpa u d’in retard dal debitur principal; per il donn che resulta tras l’annullaziun dal contract e per in chasti convenziunal vala quai mo, sche quai è vegnì concludì expressivamain;2. per ils custs da la scussiun e da plants cunter il debitur principal, uschenavant ch’il garant ha survegnì ad uras la chaschun d’evitar quests custs cun cuntentar il creditur, sco er eventualmain per ils custs per consegnar pegns e per transferir dretgs da pegn;3. per tschains ch’èn fixads en in contract fin a l’import dal tschains annual current e dal tschains annual scadì u eventualmain per in’annuitad currenta e per in’annuitad scadida. Il garant ha mo da star bun per las obligaziuns ch’el ha surpiglià dal debitur principal cun suttascriver la garanzia, nun ch’i resultia insatge auter tras il contract da garanzia u tras las circumstanzas.b.  Reducziun legala da l’import da garanziaArt. 500 En cas da garanzias ch’èn vegnidas surpigliadas da persunas natiralas sa reducescha l’import da garanzia mintga onn per trais tschientavels, nun ch’i saja vegnì concludì insatge auter gia ordavant u posteriuramain; sche questas pretensiuns èn dentant garantidas d’in pegn funsil, sa reduceschan quellas ad in tschintgavel da l’import oriund. En mintga cas sa reducescha l’import da garanzia tar garanzias ch’èn vegnidas surpigliadas da persunas natiralas almain en la medema proporziun sco il debit principal. Exceptadas èn garanzias ch’èn vegnidas surpigliadas vers la Confederaziun u vers ses instituts da dretg public u vers in chantun per obligaziuns da dretg public, sco dazis, sco taglias e sco chaussas sumegliantas, u per taxas da vitgira, sco er las garanzias per uffizis publics e per servetschs publics, las garanzias per obligaziuns cun imports variabels, sco quints currents, u sco contracts da vendita cun furniziuns successivas, e las garanzias per prestaziuns che sa repetan periodicamain.c.  Obligaziun dal garant da pajarArt. 501 Il garant na po betg vegnir obligà da pajar il debit principal avant il termin fixà, e quai er betg, sche la scadenza vegn anticipada tras il concurs dal debitur principal. Prestond ina garanzia reala po il garant pretender per mintga spezia da garanzia ch’il derschader suspendia la scussiun cunter el, fin che tut ils pegns èn vegnids realisads e fin ch’igl è avant maun in attest da perdita definitiv cunter il debitur principal ubain fin ch’in concordat è vegnì fatg. Sch’il debit principal dovra per sia scadenza la disditga tras il creditur u tras il debitur principal, cumenza il termin a currer per il garant pir quel di ch’el survegn la communicaziun da questa disditga. Sche la legislaziun estra, per exempel las prescripziuns davart il traffic da cumpensaziun u ils scumonds da far transferiments, aboleschan u limiteschan las obligaziuns da prestaziun d’in debitur che ha ses domicil a l’exteriur, po il garant che viva en Svizra medemamain far valair quai, nun ch’el haja renunzià da far questas objecziuns.d.  ObjecziunsArt. 502 Il garant ha il dretg e l’obligaziun da far las objecziuns cunter il creditur, las qualas il debitur principal u ses ertavels han il dretg da far e las qualas na resultan betg tras l’insolvenza dal debitur principal. Resalvada resta la garanzia per in debit ch’è nunliant per il debitur principal pervia d’ina errur u pervia da l’inabilitad da far in contract ubain la garanzia per in debit surannà. Sch’il debitur principal renunzia a l’objecziun ch’el avess il dretg da far, la po il garant tuttina far valair. Sch’il garant renunzia da far valair objecziuns dal debitur principal, perda el ses regress mo uschenavant ch’el avess pudì sa deliberar cun agid da questas objecziuns, sch’el n’è betg en cas da cumprovar ch’el na las haja betg enconuschidas senza culpa da sia vart. Il garant ch’è stà bun per in debit betg accusabel che deriva d’in gieu u d’ina scumessa ha il dretg, er sch’el ha enconuschì questa mancanza, da far las medemas objecziuns sco il debitur principal.e.  Obligaziun dal creditur d’avair quità e da consegnar ils documentsArt. 503 Sch’il creditur sminuescha per dischavantatg dal garant dretgs da pegn u autras segirezzas ed auters dretgs da privilegi ch’existan il mument, che la garanzia vegn surpigliada, u ch’el ha obtegnì posteriuramain dal debitur principal en spezial per garantir il credit, sa sminuescha la responsabladad dal garant per in import che correspunda a questa sminuziun, nun ch’i vegnia cumprovà ch’il donn è main grond. I resta resalvà da pretender che l’import, ch’è vegnì pajà da memia, vegnia restituì. En cas d’ina garanzia per uffizis publics e per servetschs publics, stat il creditur ultra da quai bun vers il garant, sch’il debit è naschì perquai ch’el ha negligì la surveglianza dal lavurant, la quala el era obligà d’exequir u perquai ch’el ha tralaschà il quità che pudeva vegnir pretendì dad el u sche quest debit è s’augmentà en ina proporziun ch’el n’avess betg cuntanschì il cas cuntrari. Il creditur ha da consegnar ils documents ch’èn utils e da dar las infurmaziuns ch’èn necessarias al garant, che l’ha cuntentà, per che quel possia far valair ses dretgs. El ha ultra da quai er da consegnar ils pegns e las autras garanzias ch’eran avant maun il mument, che la garanzia vegn surpigliada, u ch’èn vegnids stabilids posteriuramain dal debitur principal en spezial per la pretensiun garantida, u da far ils pass ch’èn necessaris per lur transferiment. Ils dretgs da pegn e da retenziun ch’il creditur ha per far valair autras pretensiuns restan resalvads, uschenavant ch’els precedan a quels dal garant en quai che concerna il rang. Il garant vegn deliberà, sch’il creditur refusa nungiustifitgadamain da far quests pass ubain sch’el è sa privà cun malart u per greva negligientscha dals meds da cumprova ch’èn avant maun u dals pegns e da las autras segirezzas, per ils quals el è responsabel. El po pretender enavos quai ch’el ha pajà ed ultra da quai pretender ch’il donn ch’è resultà tras quai vegnia indemnisà.Versiun tenor la cifra II art. 1 cifra 12 da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (a la fin dal DO, disposiziuns finalas e transitoricas dal titel X; AS 1971 1465; BBl 1967 II 241).f.  Obligaziun dal creditur d’acceptar il pajamentArt. 504 Sch’il debit principal sto vegnir pajà, saja quai er pervia dal concurs dal debitur principal, po il garant pretender da tut temp ch’il creditur sa laschia cuntentar dad el. Sche plirs garants stattan buns per ina pretensiun, è il creditur obligà d’acceptar er mo in pajament parzial, sche quel è almain uschè grond sco la part dal garant ch’è pront da pajar. Il garant vegn deliberà, sch’il creditur refusa nungiustifitgadamain d’acceptar il pajament. En quest cas sa reducescha la responsabladad d’eventuals congarants solidarics per l’import da sia part. Il garant po er cuntentar il creditur avant la scadenza dal debit principal, sche quel è pront d’acceptar quai. Il regress sin il debitur principal po dentant vegnir fatg pir, cur ch’il debit sto vegnir pajà enavos.g.  Obligaziun dal creditur da communitgar e d’annunziar al garant, sch’il debitur ha fatg concurs e sch’i dat ina procedura da relasch cunter elArt. 505 Sch’il debitur principal ha in retard da 6 mais cun il pajament da chapital, da tschains per in mez onn u d’ina amortisaziun annuala, ha il creditur da communitgar quai al garant. Sin dumonda ha el d’infurmar quel da tut temp davart il stadi dal debit principal. En cas d’in concurs e d’ina procedura da relasch dal debitur principal ha il creditur d’annunziar sia pretensiun e da far tut quai ch’ins po pretender dad el per mantegnair ses dretgs. El ha da communitgar als garants il concurs ed il moratori, uschespert ch’el ha enconuschientscha da quai. Sch’il creditur tralascha ina da questas acziuns, perda el ses dretgs vers il garant, uschenavant che quel ha patì in donn pervia da la tralaschada.2.  Relaziun tranter il garant ed il debitur principala.  Dretg da pretender segirezza e deliberaziunArt. 506Il garant po pretender segirezzas dal debitur principal e, sch’il debit principal sto vegnir pajà, la deliberaziun da la garanzia:1. sch’il debitur principal violescha las cunvegnas ch’el ha fatg cun il garant, en spezial sch’el na tegna betg l’empermischun da distgargiar il garant entaifer in tschert termin;2. sch’il debitur principal vegn en retard cun sias obligaziuns u sch’i daventa considerablamain pli difficil da persequitar el giuridicamain, perquai ch’el ha transferì ses domicil en in auter stadi;3. sch’il privel per il garant è daventà considerablamain pli grond che quai ch’el era dal temp, cur ch’el ha surpiglià la garanzia, e quai pervia d’in pegiurament da las relaziuns da facultad dal debitur principal, pervia d’ina svalitaziun da las segirezzas u pervia d’ina culpa dal debitur principal.b.  Dretg dal garant da prender regressaa. En generalArt. 507 Ils dretgs dal creditur vegnan transferids sin il garant, e quai en quella dimensiun ch’el ha cuntentà il creditur. El als po far valair immediatamain, cur ch’il debit sto vegnir pajà enavos. Dals dretgs da pegn ch’èn responsabels per las pretensiuns garantidas e da las autras segirezzas vegnan dentant transferids – nun ch’i saja vegnì concludì insatge auter – sin il garant mo quels ch’eran avant maun il mument che la garanzia è vegnida surpigliada u ch’èn vegnids stabilids posteriuramain dal debitur principal en spezial per questa pretensiun. Sche mo ina part d’in dretg da pegn vegn transferida sin il garant, perquai che mo ina part dal debit è vegnida pajada, ha la part che resta al creditur la precedenza avant la part dal garant. Resalvads restan ils dretgs spezials e las objecziuns che resultan tras la relaziun giuridica tranter il garant ed il debitur principal. Sch’i vegn realisà in pegn ch’è vegnì stabilì per ina pretensiun garantida ubain sch’il proprietari dal pegn paja voluntarmain, ha il proprietari dal pegn il dretg da prender regress sin il garant per quest intent mo, sche quai è vegnì concludì uschia tranter quella persuna che ha vulì il pegn ed il garant, u sch’il pegn è vegnì stabilì posteriuramain d’ina terza persuna. La surannaziun da la pretensiun da regress cumenza il mument ch’il garant cuntenta il creditur. Per il pajament d’ina pretensiun che n’è betg accusabla ubain per il pajament d’in debit ch’è nunliant per il debitur principal pervia d’ina errur u pervia da l’inabilitad da far in contract n’ha il garant nagin dretg da prender regress sin il debitur principal. Sch’el ha dentant surpiglià la responsabladad per in debit surannà per incumbensa dal debitur principal, sto el star bun tenor ils princips davart il mandat.bb. Obligaziun d’annunzia dal garantArt. 508 Sch’il garant paja cumplainamain u parzialmain il debit principal , sto el communitgar quai al debitur principal. Sch’el tralascha da communitgar quai e sch’il debitur principal – che aveva u che stuess avair gì enconuschientscha da quest pajament – paja er il debit, perda il garant ses dretg da prender regress sin el. La pretensiun cunter il creditur pervia d’enritgiment nungiustifitgà resta resalvada.C.  Finiziun da la garanziaI.  Sin fundament da la leschaArt. 509 Il garant vegn deliberà tras mintga extincziun dal debit principal. Sche la responsabladad sco debitur principal e sche la responsabladad da la garanzia s’uneschan dentant en la medema persuna, mantegna il creditur ils avantatgs spezials che resultan per el tras la garanzia. Mintga garanzia d’ina persuna natirala extingua 20 onns suenter ch’ella è vegnida surpigliada. Exceptadas èn garanzias ch’èn vegnidas surpigliadas vers la Confederaziun u vers ses instituts da dretg public u vers in chantun per obligaziuns da dretg public sco dazis, sco taglias e sco chaussas sumegliantas, u per taxas da vitgira sco er las garanzias per uffizis publics e per servetschs publics ed er las garanzias per prestaziuns che sa repetan periodicamain. Durant l’ultim onn da quest termin po la garanzia vegnir fatga valair, er sch’ella è vegnida surpigliada per in temp pli lung, sch’il garant na l’ha betg prolungada u remplazzada ordavant tras ina nova garanzia. Ina prolungaziun po vegnir fatga tras ina decleraziun en scrit dal garant per maximalmain 10 ulteriurs onns. Quella è dentant mo valaivla, sch’ella na vegn betg fatga pli baud che 1 onn avant che la garanzia extingua. Sch’il debit principal sto vegnir pajà main che 2 onns avant l’extincziun da la garanzia e sch’il creditur na l’ha betg pudì disdir avant quest termin, sto il garant star bun per mintga spezia da garanzia e senza ch’il debitur principal u senza che ses pegns vegnian obligads precedentamain a prestaziuns. Il garant ha dentant il dretg da prender regress sin il debitur principal, e quai gia avant ch’il debit principal sto vegnir pajà.II.  Garanzia per in temp limità; revocaziunArt. 510 Sch’ina pretensiun futura è garantida, po il garant revocar da tut temp la garanzia cun ina decleraziun en scrit al creditur, uschè ditg che la pretensiun n’è anc betg naschida e sche las relaziuns da facultad dal debitur principal èn sa pegiuradas considerablamain dapi che la garanzia è vegnida suttascritta u sch’i sa mussa pir pli tard che la situaziun da sia facultad è considerablamain mendra che quai ch’il garant aveva supponì da buna fai. Ina garanzia per uffizis publics e per servetschs publics na po betg pli vegnir revocada, sche la relaziun d’uffizi u da servetsch è gia realisada. Il garant sto indemnisar il donn ch’il creditur ha gì cun sa fidar da buna fai da la garanzia. Sche la garanzia è vegnida surpigliada mo per in tschert temp, extingua l’obligaziun dal garant, sch’il creditur na fa betg valair giuridicamain sia pretensiun entaifer 4 emnas suenter ch’il termin è scadì e na persequitescha betg la via giudiziala senza interrupziuns considerablas. Sche la pretensiun na sto betg vegnir pajada entaifer quest termin, po il garant sa deliberar da la garanzia mo cun prestar ina segirezza reala. Sch’el tralascha quai, vala la garanzia vinavant sco sch’ella fiss vegnida concludida fin a la scadenza dal debit principal; resalvà resta dentant la disposiziun davart la durada maximala da la garanzia.III.  Garanzia per in temp nundeterminàArt. 511 Sche la garanzia è vegnida surpigliada per in temp illimità e sch’il debit principal sto vegnir pajà, po il garant pretender – sche quai è la premissa per ch’el possia vegnir obligà a prestaziuns – ch’il creditur fetschia valair giuridicamain la pretensiun vers il debitur principal entaifer 4 emnas, ch’el inizieschia la realisaziun d’eventuals pegns e ch’el persequiteschia la via giudiziala senza interrupziuns considerablas. Sch’i sa tracta d’ina pretensiun, da la quala la scadenza po vegnir chaschunada tras la disditga dal creditur, ha il garant il dretg da pretender – suenter che 1 onn è passà dapi che la garanzia è vegnida surpigliada – ch’il creditur dettia la disditga e ch’el fetschia valair ses dretg – suenter che la scadenza ha cumenzà – en il senn da la disposiziun qua survart. Sch’il creditur n’ademplescha betg questa pretensiun, è il garant deliberà da sia garanzia.IV.  Garanzia per uffizis publics e per servetschs publicsArt. 512 Ina garanzia per uffizis publics ch’è vegnida surpigliada per in temp illimità po vegnir disditga per la fin d’ina perioda d’uffizi, observond in termin da disditga dad 1 onn. Sch’i n’exista betg ina perioda d’uffizi limitada, po il garant uffizial disdir la garanzia mintgamai per la fin dal 4. onn suenter l’entrada en uffizi, observond in termin da disditga dad 1 onn. Sch’in garant surpiglia ina garanzia per servetschs publics per in temp illimità, ha el il medem dretg da disditga sco il garant uffizial en cas d’ina perioda d’uffizi illimitada. Cunvegnas cuntrarias restan resalvadas.Ventginavel titel:  Gieu e scumessaA.  Pretensiuns senza dretg da purtar plantArt. 513 Il gieu e la scumessa na dattan betg in dretg da far pretensiuns. Il medem vala per emprests da daners e per pajaments anticipads che vegnan fatgs sapientivamain per als duvrar per gieus e per scumessas sco er per fatschentas differenzialas e per fatschentas da furniziun concernent rauba u valurs da bursa che han il caracter d’in gieu u d’ina scumessa.B.  Renconuschientscha da debits e pajament voluntarArt. 514 Ina renconuschientscha da debits u in’obligaziun tras ina cambiala per cuvrir summas da gieus u da scumessas na po betg vegnir fatga valair, malgrà ch’ella è vegnida consegnada; resalvads èn ils dretgs che terzas persunas da buna fai han concernent las vaglias. In pajament che vegn prestà voluntarmain po mo vegnir pretendì enavos, sche l’execuziun dal gieu u da la scumessa tenor plan è vegnida impedida per casualitad u tras il retschavider u sche quel è sa fatg culpabel d’ina malonestadad.C.  Lottarias u trair la sortArt. 515 Da lottarias u da trair la sort naschan pretensiuns mo, sche talas acziuns èn vegnidas permessas da l’autoritad cumpetenta. Sche questa permissiun manca, vegn ina tala pretensiun tractada tenor las disposiziuns davart ils debits da gieu. Lottarias e contracts da trair la sort ch’èn permess a l’exteriur giaudan ina protecziun legala en Svizra mo, sche l’autoritad svizra cumpetenta ha permess la vendita dals numers da lottaria e da las bistgettas.D.  Gieu en bancas da gieu, emprests da daners da bancas da gieuArt. 515aDa gieus da fortuna che vegnan fatgs en bancas da gieu naschan pretensiuns accusablas, premess che la banca da gieu saja vegnida approvada da l’autoritad cumpetenta. Integrà tras la cifra 5 da l’agiunta da la LF da bancas da gieu dals 18 da dec. 1998, en vigur dapi il 1. d’avr. 2000 (AS 2000 677; BBl 1997 III 145).Ventgadusavel titel:  Il contract da renta vitalizia ed il vitaliziA.  Contract da renta vitaliziaI.  CuntegnArt. 516 La renta vitalizia po vegnir constituida sin la vita dal creditur d’ina renta, dal debitur d’ina renta ubain d’ina terza persuna. Sch’i manca in conclus precis, vegni supponì ch’ella saja vegnida constituida sin la vita dal creditur d’ina renta. Ina renta vitalizia ch’è vegnida constituida sin la vita dal debitur d’ina renta ubain d’ina terza persuna passa vi sin ils ertavels dal creditur d’ina renta, nun ch’i saja vegnì concludì insatge auter.II.  FurmaArt. 517Per esser valaivel sto il contract da renta vitalizia vegnir concludì en scrit.III.  Dretgs dal creditur1.  Far valair il dretgArt. 518 La renta vitalizia sto vegnir pajada mintga mez onn ed ordavant, nun ch’i saja vegnì concludì insatge auter. Sche la persuna che ha il dretg da la renta vitalizia mora avant la scadenza da la perioda, per la quala la renta sto vegnir pajada ordavant, ha il debitur da pajar l’entir import. Sch’il debitur da la renta vitalizia fa concurs, po il creditur da la renta vitalizia far valair ses dretgs en furma d’in chapital ch’è egual a quel ch’i duvrass – il mument da la decleraziun da concurs – per constituir la medema renta vitalizia tar ina cassa da rentas solida.2.  TransferibilitadVersiun tenor la cifra 6 da l’agiunta da la LF dals 16 da dec. 1994, en vigur dapi il 1. da schan. 1997 (AS 1995 1227; BBl 1991 III 1).Art. 519 Il creditur da la renta vitalizia po ceder l’execuziun da ses dretgs, nun ch’i saja vegnì concludì insatge auter. ...Abolì tras la cifra 6 da l’agiunta da la LF dals 16 da dec. 1994, cun effect dapi il 1. da schan. 1997 (AS 1995 1227; BBl 1991 III 1).IV.  Rentas vitalizias tenor la Lescha federala davart il contract d’assicuranzaArt. 520Las disposiziuns da questa lescha che concernan il contract da renta vitalizia na vegnan betg applitgadas per contracts da rentas vitalizias ch’èn suttamess a la Lescha federala dals 2 d’avrigl 1908 davart il contract d’assicuranza; resalvada resta la prescripziun concernent la privaziun dal dretg da survegnir ina renta.SR 221.229.1B.  Contract da vitaliziI.  NoziunArt. 521 Cun il contract da vitalizi s’oblighescha il vitalizià da surdar al vitaliziari ina facultad u singulas valurs da facultad, ed il vitaliziari s’oblighescha da mantegnair e da tgirar il vitalizià uschè ditg ch’el viva. Sch’il vitaliziari è vegnì numnà sco ertavel dal vitalizià, è l’act da vitalizi suttamess a las disposiziuns davart il contract d’ierta.II.  Furmaziun1.  FurmaArt. 522 Er sch’ina nominaziun d’ertavels n’è betg colliada cun il contract da vitalizi, sto el – per esser valaivel – vegnir fatg en la medema furma sco il contract d’ierta. Sch’il contract vegn fatg cun in institut da vitalizi ch’è renconuschì dal stadi e tenor las cundiziuns ch’èn vegnidas approvadas da l’autoritad cumpetenta, basta la cunvegna en scrit.2.  GaranziaArt. 523Sch’il vitalizià ha surdà in bain immobigliar al vitaliziari, ha el – sco in vendider – il dretg da survegnir ina ipoteca legala sin quest bain sco garanzia per sias pretensiuns.III.  CuntegnArt. 524 Il vitalizià viva da cuminanza en la chasada dal vitaliziari, e quel è obligà da prestar al vitalizià quai che quel dastga spetgar giustifitgadamain tenor la valur da sia atgna prestaziun e tenor las relaziuns, en las qualas el ha vivì fin ussa. Il vitaliziari ha da dar alloschi e dunsena al vitalizià en moda adequata; en cas da malsogna debitescha el al vitalizià la tgira necessaria ed il tractament medicinal. Instituts da vitalizi pon fixar questas prestaziuns en lur reglaments da chasa sco normas da contract ch’èn liantas per tuttas e per tuts; quests reglaments ston vegnir approvads da l’autoritad cumpetenta.IV.  Contestaziun e reducziunArt. 525 In contract da vitalizi po vegnir contestà da quellas persunas che han in dretg legal da survegnir sustegn dal vitalizià, sche quel sa priva – tras il contract da vitalizi – da la pussaivladad d’ademplir sias obligaziuns da sustegn. Empè d’abolir il contract po il derschader obligar il vitaliziari da sustegnair las persunas che han in dretg da survegnir sustegn, cumpensond questas prestaziuns cun quai ch’el debitescha al vitalizià tenor il contract da vitalizi. Resalvads restan plinavant ils plants da reducziun dals ertavels sco er la contestaziun tras ils crediturs.V.  Aboliziun1.  DisditgaArt. 526 Il contract da vitalizi po vegnir disditg da tut temp, observond in termin d’in mez onn, tant dal vitalizià sco er dal vitaliziari, sche – tenor il contract – la prestaziun d’in dad els è – en quai che reguarda sia valur – considerablamain pli gronda che la prestaziun da l’auter e sch’il retschavider da la prestaziun pli gronda na po betg cumprovar che l’auter haja gì l’intent da far ina donaziun. Decisiva en quest connex è la proporziun tranter il chapital e la renta vitalizia tenor ils princips d’ina cassa da rentas solida. Las prestaziuns ch’èn gia vegnidas fatgas il mument da la disditga dal contract vegnan restituidas, cumpensond la valur dal chapital ed ils tschains.2.  Aboliziun unilateralaArt. 527 Tant il vitalizià sco er il vitaliziari po abolir unilateralmain il contract da vitalizi, sche la relaziun è daventada insupportabla pervia da violaziun da las obligaziuns contractualas u sch’igl è – per auters motivs impurtants – daventà smesiradamain difficil u schizunt nunpussaivel da cuntinuar cun il contract. Sch’il contract da vitalizi vegn abolì per in tal motiv, ha la partida culpaivla – ultra da restituir las prestaziuns retschavidas – da pajar ina indemnisaziun adequata a la partida senza culpa. Empè dad abolir cumplainamain il contract po il derschader abolir – sin giavisch d’ina partida u d’uffizi – la cuminanza en la chasada e conceder al vitalizià ina renta vitalizia sco cumpensaziun.3.  Mort dal vitaliziariArt. 528 Sch’il vitaliziari mora, po il vitalizià pretender entaifer 1 onn ch’il contract da vitalizi vegnia abolì. En quest cas po el far valair ina pretensiun cunter ils ertavel, sco ch’el avess il dretg da far en cas da concurs dal vitaliziari.VI.  Intransferibilitad, validaziun da pretensiuns en cas da concurs e d’impegnaziunArt. 529 Il dretg dal vitalizià n’è betg transferibel. En cas ch’il vitaliziari fa concurs importa la pretensiun dal vitalizià quella summa, per la quala el pudess acquistar tar ina cassa da rentas solida ina renta vitalizia che correspunda a la valur da las prestaziuns che vegnan debitadas ad el. Sch’i dat ina scussiun sin impegnaziun cunter il vitaliziari, po il vitalizià sa participar a quella per sia pretensiun, e quai senza ch’i saja vegnida fatga ordavant ina scussiun.Ventgatraisavel titel:  La societad simplaA.  NoziunArt. 530 La societad è in contract, cun il qual duas u pliras persunas uneschan lur forzas u lur meds finanzials per cuntanscher ina finamira communabla. Ella è ina societad simpla en il senn da quest titel, uschenavant ch’ella n’ha betg il caracter distinctiv d’ina da las autras societads ch’èn regladas da la lescha.B.  Relaziun dals societaris tranter saiI.  ContribuziunsArt. 531 Mintga societari ha da prestar ina contribuziun, saja quai en furma da daners, da chaussas, da credits u da lavur. Ils societaris han da prestar contribuziuns egualas che han da correspunder tenor la spezia e tenor la dimensiun a l’intent concludì da la societad, nun ch’i dettia ina cunvegna cuntraria. Pertutgant il surpigliar la ristga e pertutgant l’obligaziun da dar garanzia vegnan applitgads ils princips dal contract da locaziun, uschenavant ch’il singul societari ha da surlaschar il diever d’ina chaussa, ed ils princips dal contract da cumpra, uschenavant ch’el ha da transferir la proprietad.II.  Gudogn e perdita1.  Repartiziun dal gudognArt. 532Mintga societari è obligà da parter cun ils auters societaris in gudogn che appartegna tenor sia natira a la societad.2.  Participaziun al gudogn ed a la perditaArt. 533 Mintga societari ha la medema part vi dal gudogn e vi da la perdita, senza resguard da la spezia e da la grondezza da sia contribuziun, nun ch’i dettia ina cunvegna cuntraria. Sch’igl è vegnida concludida mo la part vi dal gudogn u mo la part vi da la perdita, vala quest conclus per tuts dus cas. La cunvegna ch’in societari, che ha da contribuir lavur per l’intent cuminaivel, duaja avair part mo vi dal gudogn, ma betg vi da la perdita, è valaivla.III.  Conclus da la societadArt. 534 Ils conclus da la societad vegnan prendids cun il consentiment da tut ils societaris. Sch’il contract prevesa ina maioritad da las vuschs, correspunda quella a la pluralitad da las persunas.IV.  GestiunArt. 535 La gestiun po vegnir ademplida da tut ils societaris, nun ch’ella saja vegnida surdada tras contract u tras conclus exclusivamain ad in u a plirs societaris u a terzas persunas. Sche la gestiun po vegnir ademplida u da tuts u da plirs societaris, po mintgin dad els agir senza la cooperaziun dals auters; mintgin dals auters societaris che ha il dretg d’ademplir la gestiun ha dentant il dretg – faschond opposiziun – d’impedir quest agir, avant che quel saja cumplenì. Per nominar in mandatari general e per far acts giuridics che surpassan la gestiun ordinaria da las fatschentas cuminaivlas dovri il consentiment da tut ils societaris, nun ch’i smanatschia in privel tras il retardament.V.  Responsabladad tranter sai1.  Scumond da concurrenzaArt. 536Nagins dals societaris na dastgan far fatschentas per lur avantatg persunal che impedeschan u che pregiuditgeschan l’intent da la societad.2.  Expensas, obligaziuns e prestaziuns dals societarisArt. 537 Sch’in dals societaris ha fatg expensas u sch’el ha surpiglià obligaziuns per fatschentas da la societad e sch’el ha chaschunà perditas che stattan en in connex direct cun sia gestiun u sch’el ha chaschunà ristgas che n’èn betg separablas da la gestiun, ston ils auters societaris star buns per el. Per daners ch’il societari dat sco anticipaziun po el pretender tschains a partir dal di ch’el ha dà quels. El n’ha percunter betg il dretg da pretender ina bunificaziun per sias stentas persunalas.3.  Mesira dal quità duaivelArt. 538 Mintga societari è obligà d’applitgar quella premura e quel quità per las fatschentas da la societad ch’el impunda per sias atgnas fatschentas. El stat bun vers ils ulteriurs societaris per il donn ch’el ha chaschunà per sia culpa, senza pudair cumpensar quel cun ils avantatgs ch’el ha procurà a la societad cun autras chaschuns. Il societari che ademplescha la gestiun e che survegn ina bunificaziun per sia lavur stat bun tenor las disposiziuns davart il mandat.VI.  Retratga e restricziun da la gestiunArt. 539 La cumpetenza d’ademplir la gestiun ch’è vegnida surdada ad in societari en il contract da societad na dastga ni vegnir retratga ni vegnir restrenschida dals auters societaris senza motivs impurtants. Sch’igl èn avant maun motivs impurtants, po la cumpetenza d’ademplir la gestiun vegnir retratga da mintgin dals societaris er alura, sch’il contract da societad dispona insatge auter. In motiv è en spezial avant maun, sche quel che ademplescha la gestiun è sa fatg culpabel d’ina greva violaziun da sias obligaziuns u sch’el ha pers l’abilitad d’ademplir la gestiun bain ed en urden.VII.  Societaris ch’èn autorisads e che n’èn betg autorisads d’ademplir la gestiun1.  En generalArt. 540 Sch’i n’è betg previs insatge auter en las disposiziuns da quest titel u en il contract da societad, vegnan applitgadas las prescripziuns davart il mandat per la relaziun tranter il societari che ademplescha la gestiun ed ils auters societaris. Sch’in societari che n’ha betg il dretg d’ademplir la gestiun, procura fatschentas da la societad u sch’in societari che ha il dretg d’ademplir la gestiun surpassa sias cumpetenzas, vegnan applitgadas las disposiziuns davart la gestiun senza mandat.2.  Invista da las fatschentas da la societadArt. 541 Il societari ch’è exclus da la gestiun ha il dretg da s’infurmar persunalmain davart l’andament da las fatschentas da la societad, da prender invista dals cudeschs da fatschenta e dals palpiris da la societad e da far per sasez ina survista davart il stadi da la facultad cuminaivla. Ina cunvegna cuntraria è nunvalaivla.VIII.  Admissiun da novs societaris e participaziun da terzas persunasArt. 542 In societari na po betg admetter ina terza persuna en la societad senza il consentiment dals auters societaris. Sch’in societari lascha sa participar ina terza persuna vi da sia part u sch’el ceda a quella sia part, na daventa questa terza persuna betg associada cun ils auters e na survegn en spezial betg il dretg da prender invista da las fatschentas da la societad.C.  Relaziun dals societaris vers terzas persunasI.  RepreschentanzaArt. 543 Sch’in societari fa fatschentas cun ina terza persuna sin quint da la fatschenta, dentant en ses agen num, daventa el sulet debitur u creditur vers questa terza persuna. Sch’in societari fa fatschentas cun ina terza persuna en num da la societad u en num da tut ils societaris, daventan ils ulteriurs societaris debiturs u crediturs vers questa terza persuna mo uschenavant che quai correspunda a las disposiziuns da la represchentanza. In’autorisaziun dal singul societari, da represchentar la societad u tut ils societaris vers terzas persunas vegn supponida, uschespert che la gestiun è vegnida confidada ad el.II.  Effect da la represchentanzaArt. 544 Chaussas, dretgs reals u pretensiuns ch’èn vegnids transferids a la societad u ch’èn vegnids acquistads per la societad, tutgan cuminaivlamain als societaris a norma dal contract da societad. Per lur satisfacziun pon ils crediturs d’in societari far valair lur dretgs mo per la part da liquidaziun da lur debitur, nun ch’il contract da societad disponia autramain. Sch’ils societaris han surpiglià cuminaivlamain u tras represchentanza obligaziuns vers ina terza persuna, stattan els buns solidaricamain vers quella, cun la resalva d’ina cunvegna cuntraria.D.  Finiziun da la societadI.  Motivs da dissoluziun1.  En generalArt. 545 La societad vegn dissolvida:1. sche la finamira, per la quala ella è vegnida fundada, è cuntanschida u sch’igl è daventà nunpussaivel da la cuntanscher;2. sch’in societari mora e sch’i n’è betg vegnì concludì gia ordavant per quest cas, che la societad duaja vegnir cuntinuada cun ils ertavels;3. sche la part da liquidaziun d’in societari è l’object d’ina utilisaziun sfurzada u sch’in societari fa concurs e vegn mess sut curatella cumplessiva;4. tras ina cunvegna reciproca;5. sch’il temp è scadì, per il qual la societad è vegnida fundada;6. tras la disditga d’in dals societaris, sch’ina tala disditga è resalvada en il contract da societad u sche la societad è vegnida fundada per ina durada illimitada u per il temp da vita d’in dals societaris;7. tras la sentenzia da la dretgira, sche la societad duai vegnir dissolvida per in motiv impurtant. Per motivs impurtants po la dissoluziun da la societad vegnir pretendida avant che la durada dal contract è scadida u, sch’il contract è vegnì fatg per ina durada illimitada, senza ina disditga precedenta. Versiun tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001). Expressiun tenor la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617). Questa midada è vegnida fatga en las disposiziuns numnadas en la AS.2.  Societad da durada illimitadaArt. 546 Sche la societad è vegnida fundada per ina durada illimitada u per il temp da vita d’in dals societaris, po mintga societari disdir il contract, observond in termin da disditga da 6 mais. La disditga duai dentant vegnir fatga en buna fai e betg da temp maladattà e dastga vegnir fatga mo per la fin d’in onn da gestiun per il cas ch’igl èn previs rendaquints annuals. Sch’ina societad ch’è vegnida fundada per in tschert temp vegn cuntinuada taciturnamain, suenter che quest temp è scadì, vala ella sco renovada per in temp illimità.II.  Effect da la dissoluziun per la gestiunArt. 547 Sche la societad vegn dissolvida en autra moda che tras disditga, exista vinavant la cumpetenza d’in societari d’ademplir la gestiun en sia favur, fin ch’el vegn a savair da la dissoluziun u ch’el stuess vegnir a savair da tala cun far l’attenziun duaivla. Sche la societad vegn dissolvida tras la mort d’in societari, ha l’ertavel da quel d’annunziar immediatamain il mortori als auters societaris e da cuntinuar en buna fai cun la gestiun da las fatschentas che ses testader sto far, fin ch’ins ha prendì las mesiras necessarias. Ils auters societaris han perentant da cuntinuar en medema moda e maniera cun la gestiun da las fatschentas.III.  Liquidaziun1.  Tractament dals apportsArt. 548 En cas da la liquidaziun, ch’ils societaris han da far suenter che la societad è vegnida dissolvida, na vegnan las chaussas ch’in societari a appurtà sco proprietad en la societad betg restituidas ad el. El ha dentant il dretg sin il pretsch, per il qual ils apports èn vegnids surpigliads. Sch’in tal pretsch n’è betg vegnì determinà, po el pretender la valur che las chaussas avevan il mument ch’ellas èn vegnidas appurtadas.2.  Repartiziun dal surpli e dal deficitArt. 549 Sch’i resta in surpli suenter la deducziun dals debits cuminaivels, suenter la cumpensaziun da las expensas e da las anticipaziuns als singuls societaris e suenter la restituziun dals imports da facultad, sto quest surpli vegnir repartì tranter ils societaris sco gudogn. Sche la facultad cuminaivla na basta betg – suenter ch’ils debits èn vegnids pajads e suenter che las expensas e che las anticipaziuns èn vegnidas cumpensadas – per restituir ils imports da facultad ch’èn vegnids appurtads, han ils societaris da purtar questas mancanzas sco deficit.3.  Proceder tar la liquidaziunArt. 550 La liquidaziun che suonda la dissoluziun da la societad sto vegnir fatga da tut ils societaris en moda cuminaivla, inclusiv quels ch’èn stads exclus da la gestiun. Sch’il contract da societad ha però pertutgà mo tschertas singulas fatschentas ch’in dals societaris ha gì da procurar en ses agen num sin quint da la societad, ha quel da liquidar sulet questas fatschentas er suenter che la societad è vegnida dissolvida, ed ha da render quint als ulteriurs societaris.IV.  Responsabladad vers terzas persunasArt. 551La dissoluziun da la societad na mida nagut vi da las obligaziuns ch’èn vegnidas surpigliadas vers terzas persunas.Terza partiziun: Las societads commerzialas e l’associaziun Versiun tenor la LF dals 18 da dec. 1936, en vigur dapi il 1. da fan. 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). Guardar disp. fin. e trans. dals titels XXIV–XXXIII a la fin dal DO.Ventgaquatteravel titel:  La societad collectivaEmprim chapitel:  Noziun e constituziunA.  Societad commerzialaArt. 552 La societad collectiva è ina societad, en la quala duas u pliras persunas natiralas s’uneschan sut ina firma communabla cun l’intent da far commerzi, da manar ina fabrica u da manar in’autra interpresa en furma commerziala, e quai senza restrenscher lur responsabladad vers ils crediturs da la societad. Ils societaris ston laschar inscriver la societad en il register da commerzi.B.  Societad betg commerzialaArt. 553Sch’ina tala societad maina ina interpresa en furma betg commerziala, exista ella sco societad collectiva pir a partir dal mument ch’ella sa lascha inscriver en il register da commerzi.C.  Inscripziun en il register da commerziI.  LieuArt. 554La societad sto vegnir inscritta en il register da commerzi da quel lieu, nua ch’ella ha sia sedia.Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).II.  RepreschentanzaArt. 555En il register da commerzi pon vegnir inscrittas mo talas disposiziuns davart la represchentanza da la societad, las qualas restrenschan la represchentanza ad in u a singuls societaris ubain ad in societari en cuminanza cun auters societaris u en cuminanza cun procurists.III.  Pretensiuns formalasArt. 556 L’annunzia dals fatgs che ston vegnir inscrits u l’annunzia da lur midada sto vegnir suttascritta persunalmain da tut ils societaris tar l’uffizi dal register da commerzi u vegnir inoltrada en scrit cun suttascripziuns legalisadas. Ils societaris che duain represchentar la societad han da dar persunalmain la suttascripziun da la firma e lur atgna suttascripziun tar l’uffizi dal register da commerzi u d’inoltrar las suttascripziuns en furma legalisada.Segund chapitel:  Relaziun dals societaris tranter saiA.  Libertad contractuala, renviament a la societad simplaArt. 557 La relaziun giuridica dals societaris tranter sai è determinada en emprima lingia tras il contract da societad. Sch’il contract na dispona betg autramain, vegnan applitgadas las prescripziuns davart la societad simpla, cun resalva da las divergenzas che resultan tras las suandantas disposiziuns.B.  RendaquintVersiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 558 Per mintga onn da gestiun sto – sin basa dal quint annual – vegnir eruì il gudogn u la perdita e vegnir calculada la quota da mintga societari. A mintga societari dastgan vegnir bunifitgads ils tschains per sia quota da chapital tenor il contract, er sche questa quota è sa reducida tras la perdita da l’onn da gestiun. Sch’il contract na dispona betg autramain, importa il tschains 4 pertschient. Eruind il gudogn e la perdita vegn in onurari, ch’è fixà contractualmain per la lavur d’in societari, tractà sco debit da la societad. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).C.  Dretg sin il gudogn, sin ils tschains e sin ils onurarisArt. 559 Mintga societari ha il dretg da prender or da la cassa da la societad il gudogn, ils tschains ed ils onuraris da l’onn da gestiun scadì. Sch’il contract prevesa quai, dastgan ils tschains ed ils onuraris vegnir retratgs gia durant l’onn da gestiun, ils gudogns percunter pir suenter l’approvaziun dal rapport da gestiun. Ils gudogns, ils tschains ed ils onuraris ch’in societari na retira betg, vegnan agiuntads a sia quota da chapital suenter l’approvaziun dal rapport da gestiun, nun ch’in auter societari fetschia objecziuns cunter quai. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).D.  PerditasArt. 560 Sche la quota da chapital è vegnida reducida tras perditas, mantegna il societari ses dretg da retrair ils onuraris ed ils tschains che ston vegnir calculads sin basa da la quota da chapital reducida; ina quota dal gudogn dastga dentant pir puspè vegnir pajada, cur che la reducziun ch’è resultada tras la perdita, è gulivada. Ils societaris n’èn betg obligads da pajar apports pli auts che quai ch’il contract prevesa, ubain da cumplettar lur apports, sche quels èn sa reducids tras la perdita.E.  Scumond da concurrenzaArt. 561Senza il consentiment dals ulteriurs societaris na dastga in societari – en la branscha da la societad – ni far fatschentas per agen quint u per quint da terzas persunas ni sa participar ad in’autra interpresa sco societari cun responsabladad illimitada, sco commanditari u sco commember d’ina societad cun responsabladad limitada.Terz chapitel:  Relaziun da la societad vers terzas persunasA.  En generalArt. 562Sut ses num po la societad acquistar dretgs e surpigliar obligaziuns, purtar plant e vegnir accusada davant dretgira.B.  RepreschentanzaI.  PrincipArt. 563Sch’il register da commerzi na cuntegna naginas inscripziuns cuntrarias, han terzas persunas da buna fai il dretg da supponer che mintga singul societari saja autorisà da represchentar la societad.II.  ExtensiunArt. 564 Ils societaris ch’èn autorisads da represchentar la societad han il dretg da far en num da la societad tut ils acts giuridics che pon vegnir cumpigliads da l’intent da la societad. Clausulas che limitassan l’extensiun da l’autorisaziun da represchentanza n’han nagin effect vers terzas persunas da buna fai.III.  RetratgaArt. 565 L’autorisaziun da represchentanza po vegnir retratga d’in societari per motivs impurtants. Sin dumonda d’in societari che fa valair vardaivlamain tals motivs po la dretgira retrair provisoricamain l’autorisaziun da represchentanza, sch’in privel smanatscha. Questa disposiziun giudiziala sto vegnir inscritta en il register da commerzi.IV.  Procura e mandat commerzialArt. 566Igl è pussaivel da dar la procura e da conceder in mandat commerzial per manar l’entira interpresa mo cun il consentiment da tut ils societaris ch’èn autorisads da represchentar la societad, ma mintgin dad els po revocar efficaziamain la procura u in mandat commerzial visavi terzas persunas.V.  Acts giuridics e responsabladad per acts illegalsArt. 567 La societad acquista dretgs e surpiglia obligaziuns tras ils acts giuridics che vegnan concludids en ses num tras in societari ch’è autorisà da represchentar la societad. I basta che l’intenziun d’agir per la societad resultia tras las circumstanzas. La societad è responsabla per il donn che resulta tras acts illegals ch’in societari commetta, exequind sias fatschentas.C.  Posiziun dals crediturs da la societadI.  Responsabladad dals societarisArt. 568 Ils societaris stattan buns solidaricamain e cun tut lur facultad per tut las obligaziuns da la societad. Ina cunvegna cuntraria tranter ils societaris n’ha nagin effect vers terzas persunas. Il singul societari po dentant, er suenter sia extrada da la societad, vegnir accusà persunalmain per debits da la societad pir, sch’el sez ha fatg concurs, sche la societad è vegnida dissolvida u sche la societad è vegnida stumada senza success. La responsabladad dal societari sin basa d’ina garanzia solidarica ch’è vegnida surpigliada a favur da la societad resta resalvada.II.  Responsabladad da novs societarisArt. 569 Tgi che sa participescha ad ina societad collectiva, è responsabel solidaricamain cun ils ulteriurs societaris sco er cun sia entira facultad er per las obligaziuns da la societad ch’existivan gia avant sia participaziun. Ina cunvegna cuntraria tranter ils societaris n’ha nagin effect vers terzas persunas.III.  Concurs da la societadArt. 570 Ils crediturs da la societad han il dretg da vegnir cuntentads or da la facultad da la societad, cun exclusiun dals crediturs privats dals singuls societaris. Ils societaris na pon betg sa participar al concurs sco crediturs per far valair lur apports da chapital e lur tschains currents, bain dentant per far valair lur pretensiuns sin ils tschains scadids, sin ils onuraris u sin las expensas fatgas en l’interess da la societad.IV.  Concurs da la societad e dals societarisArt. 571 Il concurs da la societad n’ha chaschuna betg il concurs dals singuls societaris. Medemamain na chaschuna il concurs d’in societari betg il concurs da la societad. En cas d’in concurs dal singul societari sa drizzan ils dretgs dals crediturs da la societad tenor las prescripziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs.SR 281.1D.  Posiziun dal creditur privat d’in societariArt. 572 Ils crediturs privats d’ina societari n’han betg il dretg da recurrer a la facultad da la societad per survegnir pajaments u garanzias. En l’execuziun sfurzada han els mo il dretg sin ils tschains, sin ils onuraris, sin il gudogn e sin las quotas da liquidaziun che tutgan al debitur sin basa dal contract da societad.E.  CumpensaziunArt. 573 Il debitur da la societad na po betg cumpensar ina pretensiun da la societad cun ina pretensiun ch’el ha cunter in singul societari. Medemamain na po in societari betg cumpensar ina pretensiun da ses creditur cun ina pretensiun che ses creditur debitescha a la societad. Sch’in creditur da la societad è percunter a medem temp debitur privat d’in societari, è admessa la cumpensaziun tant a favur dal creditur da la societad sco er a favur dal societari, uschespert ch’il societari po vegnir accusà persunalmain per in debit da la societad.Quart chapitel:  Dissoluziun da la societad ed extrada dals societarisA.  En generalArt. 574 La societad vegn dissolvida tras la decleraziun dal concurs. Per la dissoluziun valan dal rest las disposiziuns davart la societad simpla, nun ch’i resultia insatge auter tras las prescripziuns da quest titel. Ils societaris han d’annunziar la dissoluziun a l’uffizi dal register da commerzi, cun excepziun dal cas da concurs. Sch’igl è vegnì fatg in plant sin dissoluziun da la societad, po la dretgira ordinar mesiras preventivas sin dumonda d’ina partida.B.  Disditga tras ils crediturs d’in societariArt. 575 Sch’in societari ha fatg concurs, po l’administraziun dal concurs – observond in termin da disditga d’almain 6 mais – pretender che la societad vegnia dissolvida, e quai er sche la societad è vegnida fundada per in temp limità. Il medem dretg ha il creditur d’in societari, sche quest creditur ha impegnà la quota da liquidaziun dal societari. Uschè ditg che la dissoluziun n’è betg inscritta en il register da commerzi, pon la societad u ils ulteriurs societaris dentant evitar l’effect d’ina tala disditga cun cuntentar la massa da concurs u il creditur stumant.C.  Extrada da societarisI.  CunvegnaArt. 576Sch’ils societaris èn sa cunvegnids avant la dissoluziun da cuntinuar cun la societad malgrà l’extrada d’in u da plirs societaris, finescha la societad mo per ils extrants; dal rest exista ella vinavant cun tut ils dretgs e cun tut las obligaziuns da fin ussa.II.  Exclusiun tras la dretgiraArt. 577Sche la dissoluziun da la societad pudess vegnir pretendida per motivs impurtants e sche quests motivs sa chattan en emprima lingia en la persuna d’in u da plirs societaris, po la dretgira pronunziar lur exclusiun, ordinond che lur quotas vi da la facultad da la societad vegnian pajadas or, premess che tut ils ulteriurs societaris pretendian quai.III.  Exclusiun tras ils ulteriurs societarisArt. 578Sch’in societari fa concurs u sch’in da ses crediturs, che ha impegnà sia quota da liquidaziun, pretenda che la societad vegnia dissolvida, pon ils ulteriurs societaris l’excluder da la societad e pajar or sia quota vi da la facultad da la societad.IV.  En cas da dus societarisArt. 579 Sche la societad sa cumpona mo da dus societaris, po quel che n’ha chaschunà nagins motivs per dissolver la societad, cuntinuar cun la fatschenta sut las medemas premissas e pajar or a l’auter societari sia quota vi da la facultad da la societad. La dretgira po disponer il medem, sche la dissoluziun vegn pretendida per in motiv che sa chatta en emprima lingia en la persuna dad in dals societaris.V.  Fixaziun da l’importArt. 580 L’import che tutga al societari extrant vegn fixà en ina cunvegna. Sch’il contract da societad na cuntegna naginas disposiziuns correspundentas e sche las partidas na vegnan betg da sa cunvegnir, fixescha la dretgira l’import, resguardond la situaziun finanziala da la societad il mument da l’extrada ed in’eventuala culpa dal societari extrant.VI.  InscripziunArt. 581L’extrada d’in societari sco er la cuntinuaziun da la fatschenta tras in societari ston vegnir inscrittas en il register da commerzi.D.  Mancanzas en l’organisaziun da la societadArt. 581aEn cas da mancanzas en l’organisaziun prescritta per la societad collectiva èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. Integrà tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).Tschintgavel chapitel:  LiquidaziunA.  PrincipArt. 582Suenter la dissoluziun da la societad ha lieu sia liquidaziun tenor las suandantas prescripziuns, nun ch’ils societaris hajan fixà in’autra regulaziun per far la repartiziun u nun che la societad haja fatg concurs.B.  LiquidatursArt. 583 La liquidaziun vegn fatga dals societaris ch’èn autorisads da represchentar la societad, uschenavant ch’i n’existan nagins impediments en lur persuna ed uschenavant ch’ils societaris na sa cunvegnan betg da designar auters liquidaturs. Sin dumonda d’in societari e per motivs impurtants po la dretgira revocar ils liquidaturs e numnar auters. Ils liquidaturs ston vegnir inscrits en il register da commerzi, e quai er sche lur designaziun na mida betg la represchentanza existenta da la societad.C.  Represchentanza d’ertavelsArt. 584Ils ertavels d’in societari han da designar in represchentant communabel per la liquidaziun.D.  Dretgs ed obligaziuns dals liquidatursArt. 585 Ils liquidaturs ston terminar las fatschentas currentas, ademplir las obligaziuns da la societad dissolvida, incassar las pretensiuns e – sche quai è necessari per far la repartiziun – vender la facultad da la societad. Els ston represchentar la societad en ils acts giuridics che tutgan tar la liquidaziun e pon far process, enclegientschas e contracts da cumpromiss e – sche quai è necessari per la liquidaziun – far novas fatschentas per la societad. Sch’in societari s’oppona cunter ina vendita en bloc ch’è vegnida concludida dals liquidaturs, cunter la refusa d’ina tala vendita u cunter ina tscherta moda e maniera d’alienar bains immobigliars, decida la dretgira sin dumonda da quest societari. La societad è responsabla per il donn che resulta tras acts illegals ch’in liquidatur commetta, exequind sias fatschentas.E.  Repartiziun provisoricaArt. 586 Ils daners e las valurs ch’i na dovra betg durant la liquidaziun vegnan repartids provisoricamain tranter ils societaris a quint da la quota da liquidaziun definitiva. Per cuvrir obligaziuns dispitaivlas u obligaziuns che n’èn betg anc da pajar, ston vegnir retegnids ils meds necessaris.F.  Regulaziun dals quintsI.  BilantschaArt. 587 Al cumenzament da la liquidaziun han ils liquidaturs da far ina bilantscha. En cas ch’ina liquidaziun dura pli ditg, sto vegnir fatga mintga onn ina clusiun intermediara. Expressiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Questa midada è vegnida fatga en las disposiziuns numnadas en la AS.II.  Restituziun dal chapital e repartiziun dal surpliArt. 588 La facultad che resta suenter l’amortisaziun dals debits vegn duvrada l’emprim per restituir il chapital als societaris ed alura per pajar ils tschains per la durada da la liquidaziun. In surpli sto vegnir repartì tranter ils societaris tenor las prescripziuns davart la participaziun al gudogn.G.  Extincziun en il register da commerziArt. 589Cur che la liquidaziun è finida, han ils liquidaturs da procurar che la firma vegnia stizzada en il register da commerzi.H.  Conservaziun dals cudeschs e dals documentsArt. 590 Durant 10 onns suenter che la firma è vegnida stizzada en il register da commerzi vegnan ils cudeschs ed ils documents da la societad dissolvida conservads en in lieu che vegn designà dals societaris u – sche quels na vegnan betg da sa cunvegnir – en in lieu che vegn designà da l’uffizi dal register da commerzi. Ils societaris sco er lur ertavels mantegnan il dretg da prender invista dals cudeschs e dals documents.Sisavel chapitel:  SurannaziunA.  Object e terminArt. 591 Las pretensiuns dals crediturs da la societad cunter in societari per obligaziuns da la societad suranneschan entaifer 5 onns, suenter che sia extrada u suenter che la dissoluziun da la societad è vegnida publitgada en il Fegl uffizial svizzer da commerzi, nun ch’i valia in termin da surannaziun pli curt pervia da la natira da la pretensiun. Sche la pretensiun sto vegnir pajada pir suenter questa publicaziun, cumenza la surannaziun il mument che la pretensiun sto vegnir pajada. Questa surannaziun na vegn betg applitgada per pretensiuns dals societaris tranter sai.B.  Cas spezialsArt. 592 La surannaziun da 5 onns na po betg vegnir fatga valair cunter il creditur che vul vegnir cuntentà sulettamain or da la facultad da la societad che n’è betg repartida. Sch’in societari surpiglia la fatschenta cun las activas e cun las passivas, na po el betg far valair la surannaziun da 5 onns cunter ils crediturs. Per ils societaris extrads vegn il termin da 5 onns percunter remplazzà tras il termin da 3 onns tenor ils princips da la surpigliada da debits; il medem vala, sch’ina terza persuna surpiglia la fatschenta cun las activas e cun las passivas. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  InterrupziunArt. 593L’interrupziun da la surannaziun cunter la societad ch’exista vinavant u cunter in auter societari na po betg interrumper la surannaziun cunter in societari extrà.Ventgatschintgavel titel:  La societad commanditaraEmprim chapitel:  Noziun e constituziunA.  Societad commerzialaArt. 594 En ina societad commanditara s’uneschan duas u pliras persunas sut ina firma communabla cun l’intent da far commerzi, da manar ina fabrica u da manar in’autra interpresa en furma commerziala, e quai uschia che almain in commember è responsabel illimitadamain, entant che in u plirs auters commembers èn responsabels sco commanditaris mo fin a l’import d’in tschert apport da facultad, numnà summa commanditara. Mo persunas natiralas pon esser societaris cun responsabladad illimitada; percunter pon er persunas giuridicas e societads commerzialas esser commanditaris. Ils societaris ston laschar inscriver la societad en il register da commerzi.B.  Societad betg commerzialaArt. 595Sch’ina tala societad maina ina interpresa en furma betg commerziala, exista ella sco societad commanditara pir a partir dal mument ch’ella sa lascha inscriver en il register da commerzi.C.  Inscripziun en il register da commerziI.  Lieu ed apport en natiraliasVersiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 596 La societad sto vegnir inscritta en il register da commerzi da quel lieu, nua ch’ella ha sia sedia. ... Sche la summa commanditara na duai betg vegnir pajada en daner blut u duai vegnir pajada mo per part en daner blut, ston l’apport en natiralias e la valur attribuida vegnir designads expressivamain en l’annunzia e vegnir inscrits en il register da commerzi.Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Pretensiuns formalasArt. 597 L’annunzia dals fatgs che ston vegnir inscrits u l’annunzia da lur midada sto vegnir suttascritta da tut ils societaris tar l’uffizi dal register da commerzi u vegnir inoltrada en scrit cun suttascripziuns legalisadas. Ils societaris cun responsabladad illimitada che duain represchentar la societad han da dar persunalmain la suttascripziun da la firma e lur atgna suttascripziun tar l’uffizi dal register da commerzi u d’inoltrar las suttascripziuns en furma legalisada.Segund chapitel:  Relaziun dals societaris tranter saiA.  Libertad contractuala. Renviament a la societad collectivaArt. 598 La relaziun giuridica dals societaris tranter sai è determinada en emprima lingia tras il contract da societad. Sch’il contract na dispona betg autramain, vegnan applitgadas las prescripziuns davart la societad collectiva, cun resalva da las divergenzas che resultan tras las suandantas disposiziuns.B.  GestiunArt. 599La gestiun da la societad vegn procurada dal societari u dals societaris cun responsabladad illimitada.C.  Posiziun dal commanditariArt. 600 Il commanditari n’è – sco tal – ni autorisà ni obligà da manar las fatschentas da la societad. El n’è er betg autorisà da far opposiziun cunter in act da la gestiun da la societad, sche quest act appartegna al manaschi ordinari da la societad. El ha il dretg da pretender ina copia dal quint economic e da la bilantscha e da controllar lur correctadad, prendend invista dals cudeschs da fatschenta e da las quittanzas da cudeschaziun, ubain da laschar controllar lur correctadad tras in expert independent; en cas da dispita designescha il derschader l’expert. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).D.  Participaziun al gudogn ed a la perditaArt. 601 Il commanditari ha da surpigliar ina perdita fin maximalmain a l’import da sia summa commanditara. Sch’i manca ina cunvegna che regla la participaziun dal commanditari al gudogn ed a la perdita, decida la dretgira en chaussa tenor appreziar. Sche la summa commanditara n’è betg vegnida pajada cumplainamain u sch’ella è vegnida reducida posteriuramain, dastgan ils tschains, ils gudogns ed eventuals onuraris vegnir agiuntads ad ella mo, fin ch’ella ha puspè cuntanschì ses import cumplain.Terz chapitel:  Relaziun da la societad vers terzas persunasA.  En generalArt. 602Sut ses num po la societad acquistar dretgs e surpigliar obligaziuns, purtar plant e vegnir accusada davant dretgira.B.  RepreschentanzaArt. 603La societad vegn represchentada tras il societari u tras ils societaris cun responsabladad illimitada tenor las prescripziuns che valan per la societad collectiva.C.  Responsabladad dal societari cun responsabladad illimitadaArt. 604Il societari cun responsabladad illimitada po vegnir accusà persunalmain per in debit da la societad pir, sche la societad è vegnida dissolvida u sche la societad è vegnida stumada senza success.D.  Responsabladad dal commanditariI.  Fatschentas per la societadArt. 605Sch’il commanditari fa fatschentas per la societad senza declerar expressivamain ch’el ageschia mo sco procurist u sco mandatari, è el responsabel per questas fatschentas vers terzas persunas sco in societari cun responsabladad illimitada.II.  Mancanza da l’inscripziunArt. 606Sche la societad ha fatg fatschentas avant che s’inscriver en il register da commerzi, è il commanditari responsabel per las obligaziuns ch’èn resultadas fin a l’inscripziun vers terzas persunas sco in societari cun responsabladad illimitada, nun ch’el cumprovia che las terzas persunas enconuschevan la limitaziun da sia responsabladad.III.  ...Art. 607 Abolì tras la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), cun effect dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305).IV.  Extensiun da la responsabladadArt. 608 Il commanditari è responsabel vers terzas persunas cun la summa commanditara ch’è inscritta en il register da commerzi. Sch’el sez ha communitgà a terzas persunas ina summa commanditara pli auta u sche la societad ha fatg quai cun sia enconuschientscha, è el responsabel fin a quest import. Ils crediturs han il dretg da cumprovar che la valur ch’è vegnida attribuida ad apports en natiralias na correspundia betg a lur valur reala il mument ch’els èn vegnids appurtads en la societad.V.  Reducziun da la summa commanditaraArt. 609 Sch’il commanditari reducescha – tras ina cunvegna cun ils ulteriurs societaris u tras retratgas – la summa commanditara ch’è inscritta en il register da commerzi u ch’è vegnida communitgada en autra moda, ha questa midada in effect sin terzas persunas pir, cur ch’ella è vegnida inscritta en il register da commerzi ed è vegnida publitgada. Per las obligaziuns ch’èn resultadas avant questa communicaziun resta il commanditari responsabel cun l’entira summa commanditara.VI.  Dretg dals crediturs da purtar plantArt. 610 Durant che la societad exista, n’han ils crediturs da la societad betg il dretg da purtar plant cunter il commanditari. Sche la societad vegn dissolvida, pon ils crediturs, ils liquidaturs u l’administraziun da concurs pretender che la summa commanditara vegnia agiuntada a la massa da liquidaziun u da concurs, uschenavant ch’ella n’è betg anc vegnida pajada u uschenavant ch’ella è puspè vegnida restituida al commanditari.VII.  Retratga da tschains e da gudognsArt. 611 Il commanditari ha mo il dretg da retrair tschains e gudogns, uschenavant che la summa commanditara na vegn betg reducida tras il pajament. Il commanditari è obligà da restituir tschains e gudogns ch’el ha retratg senza dretg. L’artitgel 64 è applitgabel. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).VIII.  Participaziun ad ina societadArt. 612 Tgi che sa participescha ad ina societad collectiva u commanditara sco commanditari, è responsabel cun la summa commanditara er per las obligaziuns da la societad ch’existivan gia avant sia participaziun. Ina cunvegna cuntraria tranter ils societaris n’ha nagin effect sin terzas persunas.E.  Posiziun dals crediturs privatsArt. 613 Ils crediturs privats d’in societari cun responsabladad illimitada u d’in commanditari n’han betg il dretg da recurrer a la facultad da la societad per survegnir pajaments u garanzias. En l’execuziun sfurzada han els mo il dretg sin ils tschains, sin il gudogn e sin las quotas da liquidaziun sco er sin eventuals onuraris che tutgan al debitur sin basa dal contract da societad.F.  CumpensaziunArt. 614 In creditur da la societad ch’è a medem temp debitur privat dal commanditari po pretender da quel ina cumpensaziun mo, sch’il commanditari è responsabel illimitadamain. Dal rest sa drizza la cumpensaziun tenor las prescripziuns davart la societad collectiva.G.  ConcursI.  En generalArt. 615 Il concurs da la societad n’ha chaschuna betg il concurs dals singuls societaris. Medemamain na chaschuna il concurs d’in societari betg il concurs da la societad.II.  Concurs da la societadArt. 616 En il concurs da la societad vegn la facultad da la societad duvrada per cuntentar ils crediturs da la societad, cun exclusiun dals crediturs privats dals singuls societaris. Quai ch’il commanditari ha pajà a la societad a quint da sia summa commanditara, na po el betg far valair sco pretensiun.III.  Proceder cunter il societari cun responsabladad illimitadaArt. 617Sche la facultad da la societad na basta betg per cuntentar ils crediturs da la societad, han quels il dretg da pretender che l’entir rest da lur pretensiuns nunpajadas vegnia pajà or da la facultad privata da mintga singul societari cun responsabladad illimitada, e quai en concurrenza cun lur crediturs privats.IV.  Concurs dal commanditariArt. 618En il concurs dal commanditari n’han ni ils crediturs da la societad ni la societad in privilegi vers ils crediturs privats.Quart chapitel:  Dissoluziun, liquidaziun, surannaziunArt. 619 Per la dissoluziun e per la liquidaziun da la societad sco er per la surannaziun da las pretensiuns cunter ils societaris valan las medemas disposiziuns sco tar la societad collectiva. Sch’in commanditari fa concurs u sche sia quota da liquidaziun vegn impegnada, èn applitgablas analogamain las disposiziuns che valan per il societari collectiv. Percunter na vegn la societad betg dissolvida, sch’il commanditari mora u sch’el vegn mess sut curatella cumplessiva. Versiun da la segunda frasa tenor la cifra 10 da l’agiunta da la LF dals 19 da dec. 2008 (protecziun da creschids, dretg da persunas e dretg dals uffants), en vigur dapi il 1. da schan. 2013 (AS 2011 725; BBl 2006 7001).Ventgasisavel titel: La societad anonima Guardar er disp. fin. da quest titel a la fin dal DO.Emprim chapitel:  Disposiziuns generalasA.  NoziunArt. 620 La societad anonima è ina societad da chapital, a la quala ina u pliras persunas u societads commerzialas èn participadas. Per sias obligaziuns stat buna mo la facultad da la societad. Ils acziunaris èn obligads mo a las prestaziuns statutaras. Acziunari è, tgi ch’è participà a la societad cun almain in’aczia. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  Chapital d’acziasArt. 621 Il chapital d’aczias importa almain 100 000 francs. Admissibel è er in chapital d’aczias en la valuta estra la pli impurtanta per l’activitad commerziala. Il mument da la constituziun sto il chapital d’aczias correspunder ad ina cuntravalur d’almain 100 000 francs. Sch’il chapital d’aczias è fixà en ina valuta estra, sto questa valuta vegnir utilisada er per la contabilitad e per il rendaquint. Il Cussegl federal fixescha las valutas admissiblas. La radunanza generala po concluder da midar per il cumenzament d’in onn da gestiun la valuta ch’è fixada per il chapital d’aczias. En in tal cas adatta il cussegl d’administraziun ils statuts. El constatescha che las premissas da l’alinea 2 èn ademplidas e fixescha il curs che vegn applitgà per il stgomi. Ils conclus da la radunanza generala e dal cussegl d’administraziun ston vegnir documentads publicamain. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  AcziasI.  SpeziasArt. 622 I dat aczias al num ed aczias al possessur. Ellas pon vegnir emessas sco vaglias. Ils statuts pon fixar ch’ellas vegnian emessas sco dretgs da valur tenor l’artitgel 973c u 973d u sco vaglias contabilisadas en il senn da la Lescha federala dals 3 d’october 2008 davart las vaglias contabilisadas (LVC). Aczias al possessur èn mo admissiblas, sche la societad ha quotà titels da participaziun a la bursa u sche las aczias al possessur èn concepidas sco vaglias contabilisadas en il senn da la LVC ed èn deponidas en Svizra en in lieu da deposit designà da la societad u èn inscrittas en il register principal. Tuttas duas spezias d’aczias pon exister ina sper l’autra en ina proporziun che vegn determinada dals statuts. Ina societad cun aczias al possessur sto laschar inscriver en il register da commerzi, sch’ella ha quotà titels da participaziun a la bursa u sche sias aczias al possessur èn concepidas sco vaglias contabilisadas. Sche tut ils titels da participaziun vegnan dequotads, sto la societad – entaifer 6 mais – ubain transfurmar las aczias al possessur existentas en aczias al num ubain las concepir sco vaglias contabilisadas.Aczias al num pon vegnir convertidas en aczias al possessur ed aczias al possessur pon vegnir convertidas en aczias al num. Las aczias han ina valur nominala ch’è pli gronda che nulla. Sch’i vegnan emess titels, ston quels vegnir suttascrits d’almain in commember dal cussegl d’administraziun. SR 957.1 Versiun tenor la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233). Integrà tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals (AS 2019 3161; BBl 2019 279). Versiun tenor la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233). Integrà tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da nov. 2019 (AS 2019 3161; BBl 2019 279). Integrà tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da nov. 2019 (AS 2019 3161; BBl 2019 279). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Divisiun e reuniunArt. 623 Tras ina midada dals statuts ha la radunanza generala il dretg da divider las aczias en talas d’ina valur nominala pli pitschna u da reunir ellas en talas d’ina valur nominala pli gronda, premess ch’il chapital d’aczias restia il medem. Per reunir aczias che n’èn betg quotadas ad ina bursa dovri il consentiment da tut ils acziunaris pertutgads.Expressiun tenor la cifra II 1 da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Questa midada è resguardada en l’entir decret. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Import d’emissiunArt. 624 Las aczias dastgan vegnir emessas mo per la valur nominala u per in import pli aut che la valur nominala. Resalvada resta l’emissiun da novas aczias ch’èn destinadas a remplazzar aczias annulladas. ...Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 625Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Disposiziuns statutaras prescrittas da la lescha Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 626 Ils statuts ston cuntegnair disposiziuns davart:1. la firma e la sedia da la societad;2. l’intent da la societad;3. l’autezza e la valuta dal chapital d’aczias sco er l’import dals apports prestads per tal;4. il dumber, la valur nominala e la spezia da las aczias;5. e 6. ...7. la furma da las communicaziuns da la societad a ses acziunaris. En cas d’ina societad cun aczias quotadas ad ina bursa ston ils statuts ultra da quai cuntegnair disposiziuns davart:1. il dumber d’activitads ch’ils commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ dastgan exequir en funcziuns cumparegliablas en autras interpresas cun finamiras economicas;2. la durada maximala dals contracts che prevesan las indemnisaziuns dals commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ, sco er il termin da disditga maximal per contracts da durada illimitada (art. 735b);3. ils princips concernent las incumbensas e concernent las cumpetenzas da la cumissiun d’indemnisaziun;4. ils detagls concernent la votaziun da la radunanza generala davart las indemnisaziuns dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ. Betg sco autras interpresas en il senn da l’alinea 2 cifra 1 na valan interpresas che vegnan controlladas da la societad u che controlleschan la societad.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 627 e 628 Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  FundaziunI.  Act da constituziun1.  Cuntegn Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 629 La societad vegn constituida cun in document public, en il qual ils fundaturs decleran da constituir ina societad anonima, determineschan ils statuts e nomineschan ils organs. En quest act da constituziun suttascrivan ils fundaturs las aczias e constateschan:1. che tut las aczias èn vegnidas suttascrittas en moda valaivla;2. ch’ils apports empermess correspundan a l’entir import d’emissiun;3. ch’ils apports prestads adempleschan las pretensiuns legalas e statutaras il mument da la suttascripziun da l’act da constituziun;4. ch’i n’existan nagins apports en natiralias, naginas cumpensaziuns da credits u avantatgs spezials, auter che quellas e quels numnads en ils mussaments. Sch’il chapital d’aczias vegn fixà en ina valuta estra u sch’ils apports vegnan prestads en in’autra valuta che quella dal chapital d’aczias, sto il document public inditgar ils curs da stgomi applitgads.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Suttascripziun d’acziasArt. 630Per esser valaivla sto la suttascripziun cuntegnair:1. l’indicaziun dal dumber, da la valur nominala, da la spezia, da la categoria e da l’import d’emissiun da las aczias;2. in’obligaziun nuncundiziunada da prestar in apport che correspunda a l’import d’emissiun.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).II.  MussamentsArt. 631 En l’act da constituziun sto il funcziunari da documentaziun numnar tut ils singuls mussaments concernent la fundaziun e confermar che quels sajan stads avant maun ad el sco er als fundaturs. A l’act da constituziun ston vegnir agiuntads ils suandants documents:1. ils statuts;2. il rapport da fundaziun;3. la conferma da controlla;4. la conferma ch’ils apports en daners sajan vegnids deponids;5. ils contracts d’apports en natiralias;6. ...Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Apports1.  Apport minimalArt. 632 Cur che la societad vegn constituida, ston ils sutsegnaders avair prestà almain 20 pertschient da la valur nominala da mintga aczia. En mintga cas ston ils apports prestads importar almain 50 000 francs. Sch’il chapital d’aczias è fixà en ina valuta estra, ston ils apports prestads correspunder ad ina cuntravalur d’almain 50 000 francs il mument da la constituziun.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà la segunda frasa tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Prestaziun dals apportsa.  PajamentsArt. 633 Ils apports en daners ston vegnir deponids tar ina banca tenor l’artitgel 1 alinea 1 da la Lescha da bancas dals 8 da november 1934 e ston star a la disposiziun exclusiva da la societad. La banca dat liber quest import pir, cura che la societad è inscritta en il register da commerzi. Sco apports en daners valan pajaments en la valuta ch’è fixada per il chapital d’aczias, sco er pajaments en autras valutas libramain convertiblas en la valuta dal chapital d’aczias. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0b.  Apports en natiraliasArt. 634 Ils objects d’in apport en natiralias valan sco garanzia, sche las suandantas premissas èn ademplidas:1. els pon vegnir bilantschads sco activas;2. els pon vegnir transferids en la facultad da la societad;3. suenter lur inscripziun en il register da commerzi po la societad disponer immediatamain e libramain da quests objects sco proprietaria u survegn, en cas da bains immobigliars, il dretg nuncundiziunà che quests bains immobigliars vegnian inscrits en il register funsil;4. els pon vegnir utilisads tras il transferiment a terzas persunas. L’apport en natiralias sto vegnir fixà en scrit. Il contract sto vegnir documentà publicamain, sche quai è prescrit per transferir l’object. In unic document public basta er, sch’ils bains immobigliars ch’èn l’object da l’apport en natiralias, èn situads en differents chantuns. Il document sto vegnir constituì tras in funcziunari da documentaziun a la sedia da la societad. Ils statuts ston inditgar l’object e la valitaziun da l’apport, il num da l’apportader e las aczias emessas per l’apport sco er eventualas ulteriuras cuntraprestaziuns da la societad. La radunanza generala po abolir las disposiziuns statutaras suenter 10 onns. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Scuntrada cun ina pretensiunArt. 634a La liberaziun è er pussaivla tras la scuntrada cun ina pretensiun. La scuntrada cun ina pretensiun vala er sco garanzia, sche la pretensiun n’è betg pli garantida tras las activas. Ils statuts ston inditgar l’import da la pretensiun che vegn scuntrada, il num da l’acziunari e las aczias che al vegnan attribuidas. La radunanza generala po abolir las disposiziuns statutaras suenter 10 onns.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Prestaziun posteriuraArt. 634b Il cussegl d’administraziun decida, sch’i ston vegnir prestads apports posteriurs sin aczias che n’èn betg liberadas cumplainamain. La prestaziun posteriura è pussaivla en daners, tras in apport en natiralias, tras la scuntrada cun ina pretensiun u tras la conversiun d’agen chapital libramain disponibel. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Controlla dals apportsa.  Rapport da fundaziunArt. 635En in rapport en scrit rendan ils fundaturs quint davart:1. la spezia ed il stadi d’apports en natiralias e l’adequatezza da la valitaziun;2. l’existenza e la cumpensabladad dal debit;3. ils motivs e l’adequatezza d’avantatgs spezials a favur da fundaturs u d’autras persunas.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Conferma da la controllaArt. 635aIn revisur admess controllescha il rapport da fundaziun e conferma en scrit che quest rapport saja cumplet e correct.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).IV.  Avantatgs spezialsArt. 636Sch’i vegnan fixads, a chaschun da la fundaziun, avantatgs spezials a favur dals fundaturs u d’autras persunas, ston ils statuts inditgar il num da las persunas favurisadas sco er il cuntegn e la valur dals avantatgs concedids. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 637–639Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).F.  Inscripziun en il register da commerziI.  Societad Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 640La societad sto vegnir inscritta en il register da commerzi da quel lieu, nua ch’ella ha sia sedia.Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  ...Art. 641Abolì tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), cun effect dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).III.  ...Art. 642Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  Acquist da la persunalitad giuridicaI.  Termin; mancanza da premissasVersiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 643 La societad survegn la persunalitad giuridica pir cun l’inscripziun en il register da commerzi. Tras l’inscripziun vegn la persunalitad giuridica acquistada er, sche las premissas per l’inscripziun n’eran effectivamain betg ademplidas. Sche prescripziuns legalas u statutaras èn dentant vegnidas violadas a chaschun da la fundaziun e sch’ils interess da crediturs u d’acziunaris èn vegnids periclitads u violads considerablamain tras quai, po la dretgira ordinar la dissoluziun da la societad sin dumonda da tals crediturs u acziunaris. ... Il dretg da purtar plant extingua, sch’il plant na vegn betg inoltrà il pli tard 3 mais suenter la publicaziun en il Fegl uffizial svizzer da commerzi.Abolì la segunda frasa tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns dal dretg d’aczias, d’associaziuns, dal register da commerzi e da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Nunvalaivladad d’aczias emessas avant l’inscripziunVersiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 644 Las aczias che vegnan emessas avant l’inscripziun da la societad en il register da commerzi èn nunvalaivlas; las obligaziuns che resultan tras la suttascripziun d’aczias restan percunter intactas. Tgi che emetta aczias avant l’inscripziun, è responsabel per tut ils donns che resultan tras quai. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Obligaziuns surpigliadas avant l’inscripziunArt. 645 Tgi che ha agì en num da la societad avant l’inscripziun en il register da commerzi, è responsabel persunalmain e solidaricamain per sias acziuns. Sche talas obligaziuns èn vegnidas fatgas expressivamain en num da la societad che duai vegnir fundada e sche la societad surpiglia questas obligaziuns entaifer in termin da 3 mais suenter l’inscripziun en il register da commerzi, vegnan deliberadas las persunas che han agì, e mo la societad è responsabla.Art. 646Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).H.  Midada dals statutsArt. 647Il conclus da la radunanza generala u dal cussegl d’administraziun davart ina midada dals statuts sto vegnir documentà publicamain e vegnir inscrit en il register da commerzi. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 648 e 649Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).I.  Augment e reducziun dal chapital d’acziasI.  Augment ordinari dal chapital1.  Conclus da la radunanza generalaArt. 650 La radunanza generala concluda l’augment ordinari dal chapital d’aczias. Il conclus da la radunanza generala sto vegnir documentà publicamain e sto cuntegnair las suandantas indicaziuns:1. l’import nominal u eventualmain l’import nominal maximal, per il qual il chapital d’aczias duai vegnir augmentà;2. il dumber u eventualmain il dumber maximal, la valur nominala e la spezia da las aczias emessas da nov sco er ils privilegis ch’èn colliads cun singulas categorias d’aczias;3. l’import d’emissiun u l’autorisaziun dal cussegl d’administraziun da fixar quest import sco er il mument, a partir dal qual las novas aczias dattan il dretg da retrair dividendas;4. en cas d’apports en natiralias: l’object e la valitaziun da l’apport, il num da l’apportader e las aczias emessas per l’apport sco er eventualas ulteriuras cuntraprestaziuns da la societad;5. en cas d’ina liberaziun tras la scuntrada cun ina pretensiun: l’import da la pretensiun che vegn scuntrada, il num dal creditur e las aczias che al vegnan attribuidas;6. la conversiun d’agen chapital libramain disponibel;7. il cuntegn e la valur dals avantatgs spezials sco er ils nums da las persunas favurisadas;8. ina restricziun da la transferibilitad da novas aczias al num;9. ina restricziun u in’aboliziun dal dretg da suttascripziun e las consequenzas, sche quest dretg na vegn betg exequì u vegn retratg;10. las premissas per exequir ils dretgs da suttascripziun ch’èn vegnids acquistads tras contract. L’inscripziun da l’augment dal chapital sto vegnir annunziada a l’uffizi dal register da commerzi entaifer 6 mais suenter il conclus da la radunanza generala; cas cuntrari scada il conclus. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 651Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 651aIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Suttascripziun d’aczias Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652 Las aczias vegnan suttascrittas en in document spezial (scrit da suttascripziun) tenor las reglas che valevan per la fundaziun. Il scrit da suttascripziun sto sa referir al conclus da la radunanza generala davart l’augment dal chapital d’aczias ed al conclus correspundent dal cussegl d’administraziun. Sche la lescha pretenda in prospect, sa referescha il scrit da suttascripziun er a quel. ...Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652aIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra 1 da l’agiunta da la LF dals 15 da zer. 2018 davart ils servetschs finanziars, cun effect dapi il 1. da schan. 2020 (AS 2019 4417; BBl 2015 8901).3.  Dretg da suttascripziun ed import d’emissiun Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652b Mintga acziunari ha il dretg da suttascriver quella part da las aczias che vegnan emessas da nov, la quala correspunda a sia participaziun anteriura. Il conclus da la radunanza generala davart l’augment dal chapital d’aczias dastga restrenscher u abolir il dretg da suttascripziun mo per motivs impurtants. Sco motivs impurtants valan en spezial la surpigliada d’interpresas, da parts d’interpresas u da participaziuns sco er la participaziun dals lavurants. Pervia d’ina restricziun statutara da la transferibilitad d’aczias al num na po la societad betg scumandar a l’acziunari da far diever dal dretg da suttascriver aczias ch’ella ha concedì a l’acziunari. Tras la restricziun u tras l’aboliziun dal dretg da suttascripziun u tras la fixaziun da l’import d’emissiun na dastga nagin vegnir favurisà u dischavantagià en moda nungiustifitgada.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Prestaziun dals apports Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652cSche la lescha na prescriva nagut auter, ston ils apports vegnir prestads tenor las disposiziuns davart la fundaziun.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).5.  Augment tras agen chapital Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652d Il chapital d’aczias po vegnir augmentà er cun converter agen chapital che stat a libra disposiziun. La cumprova che l’import da l’augment saja garantì vegn furnida:1. cun il quint annual en la versiun approvada da la radunanza generala e controllada d’in revisur admess; u2. cun ina clusiun intermediara controllada d’in revisur admess, sch’i èn passads – il mument dal conclus da la radunanza generala – dapli che 6 mais dapi il di da referenza da la bilantscha. Ils statuts ston menziunar ch’il chapital è vegnì augmentà tras la conversiun d’agen chapital libramain disponibel.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Rapport davart l’augment dal chapital Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652eEn in rapport en scrit renda il cussegl d’administraziun quint davart:1. la spezia ed il stadi d’apports en natiralias e l’adequatezza da la valitaziun;2. l’existenza e la cumpensabladad dal debit;3. la libra disponibladad d’agen chapital convertì;4. l’observaziun dal conclus da la radunanza generala, en spezial davart la restricziun u davart l’aboliziun dal dretg da suttascripziun e davart l’attribuziun da dretgs da suttascripziun che n’èn betg vegnids exequids u ch’èn vegnids retratgs;5. ils motivs e l’adequatezza d’avantatgs spezials a favur da singuls acziunaris u d’autras persunas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Conferma da la controlla Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 652f In revisur admess controllescha il rapport davart l’augment dal chapital e conferma en scrit che quest rapport saja cumplet e correct. I na dovra betg ina conferma da controlla, sche l’apport sin il nov chapital d’aczias vegn prestà en daners, sch’il chapital d’aczias na vegn betg augmentà en vista ad ina surpigliada da bains e sch’ils dretgs da suttascripziun na vegnan ni restrenschids ni abolids.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).8.  Midada dals statuts e constataziuns dal cussegl d’administraziunArt. 652g Cura ch’il rapport davart l’augment dal chapital e – sche necessari – la conferma da la controlla èn avant maun, mida il cussegl d’administraziun ils statuts e constatescha:1. che tut las aczias èn vegnidas suttascrittas en moda valaivla;2. ch’ils apports empermess correspundan a l’entir import d’emissiun;3. ch’ils apports prestads adempleschan las pretensiuns da la lescha, dals statuts e dal conclus da la radunanza generala il mument da las constataziuns;4. ch’i n’existan nagins apports en natiralias, naginas cumpensaziuns da credits u avantatgs spezials, auter che quellas e quels numnads en ils mussaments;5. ch’ils mussaments ch’èn stads la basa per l’augment dal chapital, èn stads avant maun ad el. Il conclus davart la midada dals statuts e las constataziuns ston vegnir documentads publicamain. Il funcziunari da documentaziun sto numnar tut ils singuls mussaments ch’èn stads la basa per l’augment dal chapital e confermar ch’els sajan stads avant maun ad el. Ils mussaments ston vegnir agiuntads al document public.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).9.  Nunvalaivladad d’aczias emessas avant l’inscripziunArt. 652hLas aczias che vegnan emessas avant l’inscripziun da l’augment dal chapital en il register da commerzi èn nunvalaivlas; las obligaziuns che resultan tras la suttascripziun d’aczias restan percunter intactas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Augment tras chapital cundiziunà1.  PrincipArt. 653 La radunanza generala po concluder in chapital cundiziunà cun conceder als acziunaris, als crediturs d’obligaziuns d’emprest u d’obligaziuns sumegliantas, als lavurants, als commembers dal cussegl d’administraziun da la societad u d’ina autra societad dal concern ubain a terzas persunas il dretg d’acquistar novas aczias (dretgs da conversiun u d’opziun). Il chapital d’aczias s’augmenta senz’auter, uschespert ed uschenavant ch’ils dretgs da conversiun u d’opziun vegnan exequids e che las obligaziuns d’apport vegnan ademplidas tras pajament u tras cumpensaziun. Las disposiziuns davart l’augment dal chapital d’aczias tras chapital cundiziunà èn applitgablas analogamain er en cas ch’i vegnan imponidas obligaziuns da conversiun e d’acquist. Resalvadas restan las prescripziuns da la Lescha da bancas dals 8 da november 1934 davart il chapital convertibel.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.02.  LimitasArt. 653a L’import nominal, per il qual il chapital d’aczias po vegnir augmentà, na dastga betg surpassar la mesadad dal chapital d’aczias inscrit en il register da commerzi. L’apport prestà sto correspunder almain a la valur nominala.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Basa statutaraArt. 653b Ils statuts ston inditgar:1. l’import nominal dal chapital cundiziunà;2. il dumber, la valur nominala e la spezia da las aczias;3. il circul dals possessurs d’in dretg da conversiun u d’opziun;4. ina restricziun u aboliziun dal dretg da suttascripziun dals acziunaris vertents, uschenavant ch’ils dretgs d’opziun na vegnan betg attribuids ad els;5. ils privilegis da singulas categorias d’aczias;6. la restricziun da la transferibilitad da novas aczias al num;7. la furma da l’execuziun dals dretgs da conversiun u d’opziun e da la renunzia a quests dretgs. Sche las obligaziuns d’emprest u sche las obligaziuns sumegliantas che cuntegnan dretgs da conversiun u d’opziun na vegnan betg offridas l’emprim als acziunaris per la suttascripziun, ston ils statuts inditgar ultra da quai:1. las premissas per exequir ils dretgs da conversiun u d’opziun;2. las basas per calcular l’import d’emissiun. Ils dretgs da conversiun u d’opziun che vegnan concedids avant che la disposiziun statutara davart l’augment dal chapital tras chapital cundiziunà vegn inscritta en il register da commerzi, èn nunvalaivels.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Protecziun dals acziunarisArt. 653c Sche dretgs d’opziun vegnan concedids als acziunaris en il rom dal chapital cundiziunà, èn applitgablas analogamain las prescripziuns davart il dretg da suttascripziun en cas d’in augment ordinari dal chapital. Sch’i vegnan emessas – en il rom dal chapital cundiziunà – obligaziuns d’emprest u obligaziuns sumegliantas che cuntegnan dretgs da conversiun u d’opziun, ston questas obligaziuns vegnir offridas l’emprim als acziunaris per la suttascripziun, e quai en proporziun da lur participaziun anteriura. Quest dretg da suttascripziun preferenzial po vegnir restrenschì u abolì:1. sch’igl è avant maun in motiv impurtant; u2. sche las aczias èn quotadas ad ina bursa e las obligaziuns d’emprest u las obligaziuns sumegliantas vegnan emessas sut cundiziuns commensuradas. Tras la restricziun u tras l’aboliziun dal dretg da suttascripziun u tras il dretg da suttascripziun preferenzial na dastga nagin vegnir favurisà u dischavantagià en moda nungiustifitgada.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Protecziun dals possessurs d’in dretg da conversiun u d’opziunArt. 653d A las persunas che han in dretg da conversiun u d’opziun na poi betg vegnir scumandà d’exequir quest dretg pervia d’ina restricziun da la transferibilitad da las aczias al num, nun che quai saja previs en ils statuts ed en il prospect. Tras l’augment dal chapital d’aczias, tras l’emissiun da novs dretgs da conversiun u d’opziun u en autra moda dastgan ils dretgs da conversiun u d’opziun vegnir restrenschids mo, sch’il pretsch da conversiun vegn sbassà, sch’i vegn concedida in’autra cumpensaziun adequata als possessurs da quests dretgs u sche la medema restricziun tutga er ils acziunaris.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Execuziun da l’augment dal chapitala.  Execuziun dals dretgs; apportArt. 653e La decleraziun davart l’execuziun dals dretgs da conversiun u d’opziun renviescha a la disposiziun statutara davart il chapital cundiziunà; sche la lescha pretenda in prospect, renviescha la decleraziun er a quel. Ils apports en daners ston vegnir deponids tar ina banca tenor l’artitgel 1 alinea 1 da la Lescha da bancas dals 8 da november 1934 e ston star a la disposiziun exclusiva da la societad. Ils dretgs d’acziunari naschan il mument che l’obligaziun d’apport è ademplida.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0 Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Conferma da la controllaArt. 653f A la fin da mintga onn da gestiun controllescha in expert da revisiun admess, sche las novas aczias èn vegnidas emessas confurm a la lescha, confurm als statuts ed eventualmain confurm al prospect. El conferma il resultat en scrit. Il cussegl d’administraziun po ordinar che questa controlla vegnia fatga pli baud.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Midada dals statuts e constataziuns dal cussegl d’administraziunArt. 653g Suenter che la conferma da la controlla è entrada, mida il cussegl d’administraziun ils statuts e constatescha:1. il dumber, la valur nominala e la spezia da las aczias emessas da nov;2. eventualmain ils privilegis ch’èn colliads cun singulas categorias d’aczias;3. il stadi dal chapital d’aczias e dal chapital cundiziunà a la fin da l’onn da gestiun u il mument da la controlla;4. ch’ils mussaments ch’èn stads la basa per l’augment dal chapital, èn stads avant maun ad el. Sch’ils statuts cuntegnan ina marscha da chapital, adatta il cussegl d’administraziun – en il rom da la midada dals statuts – la limita superiura ed inferiura da la marscha da chapital confurm a la dimensiun da l’augment dal chapital, nun ch’il chapital vegnia augmentà sin basa d’ina autorisaziun dal cussegl d’administraziun d’auzar il chapital tras chapital cundiziunà. Il conclus davart la midada dals statuts e las constataziuns ston vegnir documentads publicamain. Il funcziunari da documentaziun sto numnar tut ils singuls mussaments ch’èn stads la basa per l’augment dal chapital e confermar ch’els sajan stads avant maun ad el. Ils mussaments ston vegnir agiuntads al document public.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 653hIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  StritgadaArt. 653i Il cussegl d’administraziun po abolir u adattar la disposiziun statutara davart il chapital cundiziunà, sche:1. ils dretgs da conversiun u d’opziun èn extinguids;2. nagins dretgs da conversiun u d’opziun n’èn vegnids concedids; u3. tuts u ina part dals possessurs dals dretgs da conversiun u d’opziun han renunzià a l’execuziun da quests dretgs concedids ad els. Ils statuts dastgan mo vegnir midads, sch’in expert da revisiun admess ha confermà quests fatgs en scrit.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Reducziun dal chapital d’aczias1.  Reducziun ordinaria dal chapitala.  PrincipsArt. 653j La radunanza generala concluda la reducziun dal chapital d’aczias. Il cussegl d’administraziun prepara ed exequescha la reducziun. Il chapital po vegnir reducì tras ina reducziun da la valur nominala u tras la destrucziun d’aczias. Il chapital d’aczias dastga mo vegnir reducì sut 100 000 francs, sch’el vegn a medem temp puspè augmentà almain fin a quest import. Sch’il chapital d’aczias è fixà en ina valuta estra, sto el vegnir remplazzà tras in chapital d’ina cuntravalur d’almain 100 000 francs. L’inscripziun da la reducziun dal chapital d’aczias sto vegnir annunziada a l’uffizi dal register da commerzi entaifer 6 mais suenter il conclus da la radunanza generala; cas cuntrari scada il conclus. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Garanzia da las pretensiunsArt. 653k Sch’il chapital d’aczias duai vegnir reducì, renda il cussegl d’administraziun attent ils crediturs ch’els pon pretender garanzias, sch’els annunzian lur pretensiuns. L’avis sto vegnir publitgà en il Fegl uffizial svizzer da commerzi. Las pretensiuns ston vegnir annunziadas en scrit, cun inditgar lur import e lur motiv giuridic. La societad sto garantir las pretensiuns dals crediturs en la dimensiun che la garanzia vertenta vegn diminuida tras la reducziun dal chapital, sch’ils crediturs pretendan quai entaifer 30 dis dapi la publicaziun en il Fegl uffizial svizzer da commerzi. L’obligaziun da garanzia scroda, sche la societad ademplescha la pretensiun u sch’ella cumprova che l’adempliment da la pretensiun na vegn betg periclità tras la reducziun dal chapital d’aczias. Sch’ina conferma da la controlla è avant maun, vegni supponì che l’adempliment da la pretensiun na vegnia betg periclità. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Clusiun intermediaraArt. 653lSch’i èn passads – il mument che la radunanza generala concluda da reducir il chapital d’aczias – dapli che 6 mais dapi il di da referenza da la bilantscha, sto la societad far ina clusiun intermediara. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Conferma da la controllaArt. 653m In expert da revisiun admess sto confermar en scrit, sin basa da la clusiun e sin basa dal resultat dal clom da quints, che las pretensiuns dals crediturs èn garantidas cumplainamain, malgrà la reducziun dal chapital d’aczias. Sche la conferma da la controlla è gia avant maun il mument che la radunanza generala prenda il conclus, infurmescha il cussegl d’administraziun davart il resultat. L’expert da revisiun admess sto esser preschent a la radunanza generala, nun che tala haja concludì unanimamain da desister da sia preschientscha. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).e.  Conclus da la radunanza generalaArt. 653nIl conclus da la radunanza generala davart la reducziun dal chapital d’aczias sto vegnir documentà publicamain e sto cuntegnair las suandantas indicaziuns:1. l’import nominal u eventualmain l’import nominal maximal, per il qual il chapital d’aczias vegn reducì;2. la moda e maniera da la reducziun dal chapital, en spezial l’indicaziun, sch’il chapital vegn diminuì tras ina reducziun da la valur nominala u tras la destrucziun d’aczias;3. l’utilisaziun da l’import da la reducziun dal chapital. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).f.  Midada dals statuts e constataziuns dal cussegl d’administraziun; inscripziun en il register da commerziArt. 653o Sche tut las premissas per reducir il chapital d’aczias èn ademplidas, mida il cussegl d’administraziun ils statuts e constatescha che las pretensiuns da la lescha, dals statuts e dal conclus da la radunanza generala èn ademplidas il mument da las constataziuns e ch’ils mussaments ch’èn stads la basa per la reducziun dal chapital, èn stads avant maun ad el. Il conclus davart la midada dals statuts e las constataziuns dal cussegl d’administraziun ston vegnir documentads publicamain. Il funcziunari da documentaziun sto numnar tut ils singuls mussaments ch’èn stads la basa per la reducziun dal chapital e confermar ch’els sajan stads avant maun ad el. Ils mussaments ston vegnir agiuntads al document public. Ils meds finanzials disponibels en consequenza da la reducziun dal chapital dastgan vegnir pajads als acziunaris pir suenter l’inscripziun da la reducziun dal chapital en il register da commerzi. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Reducziun dal chapital en cas d’ina bilantscha deficitaraArt. 653p Sch’il chapital d’aczias vegn reducì per eliminar per part u dal tuttafatg ina bilantscha deficitara resultada tras perditas, e sch’in expert da revisiun admess conferma per mauns da la radunanza generala che l’import da la reducziun dal chapital na surpassa betg l’import da questa bilantscha deficitara, n’èn las disposiziuns davart la reducziun ordinaria dal chapital concernent la garanzia da las pretensiuns, concernent la clusiun intermediara, concernent la conferma da la controlla e concernent las constataziuns dal cussegl d’administraziun betg applitgablas. Il conclus da la radunanza generala cuntegna las indicaziuns tenor l’artitgel 653n. El sa referescha al resultat dal rapport da controlla e mida ils statuts. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Reducziun ed augment dal chapital d’aczias a medem tempa.  PrincipArt. 653q Sch’il chapital d’aczias vegn reducì ed auzà a medem temp almain fin a l’import vertent e sche l’import dals apports prestads na vegn betg reducì, n’èn las disposiziuns davart la reducziun dal chapital concernent la garanzia da las pretensiuns, concernent la clusiun intermediara, concernent la conferma da la controlla e concernent las constataziuns dal cussegl d’administraziun betg applitgablas. Las disposiziuns davart l’augment ordinari dal chapital vegnan percunter applitgadas analogamain. Il cussegl d’administraziun na sto betg adattar ils statuts, sch’il dumber e la valur nominala da las aczias sco er l’import dals apports prestads per talas na vegnan betg midads. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Destrucziun d’acziasArt. 653r Sch’il chapital d’aczias vegn reducì a nulla ed a medem temp puspè augmentà per intents da sanaziun, van ils dretgs da commembranza dals acziunaris anteriurs a perder tras la reducziun. Las aczias emessas ston vegnir destruidas. Cura ch’il chapital d’aczias vegn puspè augmentà, han ils acziunaris anteriurs in dretg da suttascripziun che na po betg vegnir retratg dad els. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Marscha da chapital1.  AutorisaziunArt. 653s Ils statuts pon autorisar il cussegl d’administraziun da midar il chapital d’aczias, durant maximalmain 5 onns, entaifer tschertas limitas (marscha da chapital). Els fixeschan, entaifer tge limitas ch’il cussegl d’administraziun dastga auzar e reducir il chapital d’aczias. La limita superiura da la marscha da chapital dastga esser maximalmain per la mesadad pli auta ch’il chapital d’aczias inscrit en il register da commerzi. La limita inferiura da la marscha da chapital dastga esser maximalmain per la mesadad pli bassa ch’il chapital d’aczias inscrit en il register da commerzi. Ils statuts pon restrenscher las cumpetenzas dal cussegl d’administraziun. En spezial pon els prevair ch’il cussegl d’administraziun po unicamain auzar u unicamain reducir il chapital d’aczias. Ils statuts dastgan mo autorisar il cussegl d’administraziun da reducir il chapital d’aczias, sche la societad n’ha betg desistì da la revisiun limitada dal quint annual. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Basas statutarasArt. 653t Sch’i vegn introducì ina marscha da chapital, ston ils statuts inditgar il suandant:1. la limita superiura ed inferiura da la marscha da chapital;2. la data da scadenza da l’autorisaziun dal cussegl d’administraziun da midar il chapital d’aczias;3. restricziuns, pretensiuns e cundiziuns da l’autorisaziun;4. il dumber, la valur nominala e la spezia da las aczias sco er ils privilegis da singulas categorias d’aczias u da certificats da participaziun;5. il cuntegn e la valur dals avantatgs spezials sco er ils nums da las persunas favurisadas;6. restricziuns da la transferibilitad da novas aczias al num;7. la restricziun u l’aboliziun dal dretg da suttascripziun respectivamain ils motivs impurtants, per ils quals il cussegl d’administraziun po restrenscher u abolir il dretg da suttascripziun, sco er l’attribuziun da dretgs da suttascripziun betg exequids u retratgs;8. las premissas per exequir ils dretgs da suttascripziun ch’èn vegnids acquistads tras contract;9. l’autorisaziun dal cussegl d’administraziun d’auzar il chapital d’aczias tras chapital cundiziunà e las indicaziuns tenor l’artitgel 653b;10. l’autorisaziun dal cussegl d’administraziun da stgaffir in chapital da participaziun. Suenter la scadenza da la perioda previsa per l’autorisaziun stritga il cussegl d’administraziun las disposiziuns davart la marscha da chapital or dals statuts. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Augment e reducziun dal chapital d’aczias entaifer la marscha da chapitalArt. 653u En il rom da sia autorisaziun po il cussegl d’administraziun auzar e reducir il chapital d’aczias. Sch’il cussegl d’administraziun concluda d’auzar u da reducir il chapital d’aczias, decretescha el las disposiziuns necessarias, uschenavant che quellas n’èn betg cuntegnidas en il conclus d’autorisaziun da la radunanza generala. Sch’il chapital d’aczias vegn reducì entaifer la marscha da chapital, èn applitgablas analogamain las disposiziuns concernent la garanzia da las pretensiuns, concernent la clusiun intermediara e concernent la conferma da la controlla en cas d’ina reducziun ordinaria dal chapital. Suenter mintga augment u reducziun dal chapital d’aczias fa il cussegl d’administraziun las constataziuns necessarias e mida ils statuts. Il conclus davart la midada dals statuts e las constataziuns dal cussegl d’administraziun ston vegnir documentads publicamain. Dal rest valan analogamain las prescripziuns davart l’augment ordinari dal chapital respectivamain davart l’augment dal chapital tras chapital cundiziunà e davart la reducziun dal chapital. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Augment u reducziun dal chapital d’aczias tras la radunanza generalaArt. 653v Sche la radunanza generala concluda durant il temp che l’autorisaziun dal cussegl d’administraziun è en vigur, d’auzar u da reducir il chapital d’aczias u da midar la valuta dal chapital d’aczias, scroda il conclus davart la marscha da chapital. Ils statuts ston vegnir adattads correspundentamain. Sche la radunanza generala concluda in chapital cundiziunà, s’augmentan la limita superiura e la limita inferiura da la marscha da chapital tut tenor la dimensiun da l’augment dal chapital d’aczias. Empè da quai po la radunanza generala concluder posteriuramain, en il rom da la marscha da chapital existenta, d’autorisar il cussegl d’administraziun d’auzar il chapital tras chapital cundiziunà. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Aczias privilegiadas1.  PremissasVersiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 654 A norma dals statuts u cun ina midada dals statuts po la radunanza generala concluder l’emissiun d’aczias privilegiadas u convertir aczias existentas en aczias privilegiadas. Sch’ina societad ha emess aczias privilegiadas, pon ulteriuras aczias privilegiadas, a las qualas i duain vegnir concedids privilegis visavi las aczias privilegiadas existentas, vegnir emessas mo cun il consentiment d’ina radunanza speziala dals acziunaris privilegiads ch’èn tutgads da la restricziun e cun il consentiment d’ina radunanza generala da tut ils acziunaris. Resalvadas restan disposiziuns divergentas en ils statuts. Il medem vala, sch’i duain vegnir midads u abolids privilegis statutars ch’èn colliads cun aczias privilegiadas.Art. 655Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  Posiziun da las aczias privilegiadasVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 656 Vers las aczias ordinarias han las aczias privilegiadas quels privilegis ch’èn vegnids concedids expressivamain ad ellas en ils statuts oriunds u tras ina midada dals statuts. Dal rest han ellas ils medems dretgs sco las aczias ordinarias. Ils privilegis pon s’extender en spezial sin la dividenda cun u senza dretg da survegnir dividendas supplementaras, sin la quota da la liquidaziun e sin ils dretgs da suttascripziun en cas ch’i vegnan emessas novas aczias.J.  Certificats da participaziunI.  Noziun; prescripziuns applitgablas Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 656a Ils statuts pon prevair in chapital da participaziun ch’è dividì en summas parzialas (certificats da participaziun). Ils certificats da participaziun ston avair la medema valuta sco il chapital d’aczias. Els vegnan emess cunter in apport, han ina valur nominala e na concedan nagin dretg da votar. Uschenavant che la lescha na prevesa nagut auter, valan las disposiziuns davart il chapital d’aczias, davart l’aczia e davart l’acziunari er per il chapital da participaziun, per il certificat da participaziun e per il participant. Ils certificats da participaziun ston vegnir designads sco tals. Chapital da participaziun po vegnir stgaffì:1. il mument da la fundaziun;2. tras in augment ordinari dal chapital;3. tras in augment dal chapital tras chapital cundiziunà;4. entaifer la marscha da chapital. Per converter aczias en certificats da participaziun dovri il consentiment da tut ils acziunaris pertutgads.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Chapital da participaziun e chapital d’acziasArt. 656b La cumpart dal chapital da participaziun che sa cumpona da certificats da participaziun, ils quals èn quotads ad ina bursa, na dastga betg esser pli che diesch giadas pli gronda ch’il chapital d’aczias inscrit en il register da commerzi. L’ulteriura part dal chapital da participaziun na dastga betg esser pli che duas giadas pli gronda ch’il chapital d’aczias inscrit en il register da commerzi. Las disposiziuns davart il chapital minimal n’èn betg applitgablas. Il chapital da participaziun sto vegnir agiuntà al chapital d’aczias, sch’i sa tracta:1. da furmar la reserva legala dal gudogn;2. d’utilisar las reservas legalas dal chapital e dal gudogn;3. da giuditgar, sch’igl è avant maun ina bilantscha deficitara u ina perdita da chapital;4. da limitar la dimensiun d’in augment dal chapital tras chapital cundiziunà;5. da fixar la limita inferiura e superiura d’ina marscha da chapital. Las valurs da sava ston vegnir calculadas separadamain per ils acziunaris e per ils participants, sch’i sa tracta:1. d’introducir in’examinaziun speziala en cas che la radunanza generala refusa ina dumonda correspundenta;2. da dissolver la societad tras la sentenzia d’ina dretgira;3. d’annunziar la persuna che ha il dretg economic tenor l’artitgel 697j. Las valurs da sava vegnan calculadas:1. sin basa da las aczias emessas per acquistar atgnas aczias;2. sin basa dals certificats da participaziun emess per acquistar agens certificats da participaziun. Las valurs da sava ston vegnir calculadas exclusivamain sin basa dal chapital d’aczias, sch’i sa tracta:1. dal dretg da convocar la radunanza generala;2. dal dretg da tractandaziun ed il dretg da far propostas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Posiziun giuridica dal participant1.  En generalArt. 656c Il participant n’ha betg il dretg da votar ed – uschenavant ch’ils statuts na disponan betg autramain – nagins dretgs che stattan en connex cun il dretg da votar. Sco dretgs che stattan en connex cun il dretg da votar valan il dretg da convocar ina radunanza generala, il dretg da sa participar ad ina radunanza generala, il dretg da survegnir infurmaziuns, il dretg da prender invista da documents, il dretg da tractandaziun ed il dretg da far propostas. Sut las medemas premissas sco l’acziunari ha il participant in dretg d’introducir in’examinaziun speziala. Sch’ils statuts na concedan nagins ulteriurs dretgs, po il participant far ina dumonda en scrit per mauns da la radunanza generala per survegnir infurmaziuns, per pudair prender invista da documents u per introducir in’examinaziun speziala.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Communicaziun da la convocaziun ed infurmaziun davart ils conclus da la radunanza generala Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 656d Al participant ston vegnir communitgadas la convocaziun da la radunanza generala sco er la glista da tractandas e las propostas. Mintga participant po pretender ch’il protocol al vegnia mess a disposiziun entaifer 30 dis suenter la radunanza generala.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Represchentanza en il cussegl d’administraziunArt. 656eIls statuts pon conceder als participants il dretg d’avair in represchentant en il cussegl d’administraziun.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).4.  Dretgs da facultada.  En generalArt. 656f Tar la repartiziun dal gudogn che resulta tras la bilantscha, tar la repartiziun dal retgav da la liquidaziun e tar la suttascripziun da novas aczias na dastgan ils statuts betg dischavantagiar ils participants en cumparegliaziun cun ils acziunaris. Sch’igl existan pliras categorias d’aczias, ston ils certificats da participaziun avair almain ils medems dretgs sco quella categoria ch’è privilegiada il pli pauc. Midadas dals statuts ed auters conclus da la radunanza generala che dischavantageschan ils participants èn mo admissibels, sch’els dischavantageschan er correspundentamain la posiziun dals acziunaris che han ils medems dretgs sco ils participants. Uschenavant ch’ils statuts na disponan betg autramain, dastgan ils privilegis ed ils dretgs da cundecisiun statutars dals participants vegnir restrenschids u abolids mo cun il consentiment d’ina radunanza speziala dals participants pertutgads e da la radunanza generala dals acziunaris.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).b.  Dretgs da suttascripziunArt. 656g Sch’i vegn creà in chapital da participaziun, han ils acziunaris in dretg da suttascripziun sco tar l’emissiun da novas aczias. Ils statuts pon prevair ch’ils acziunaris possian suttascriver mo aczias ed ils participants mo certificats da participaziun, sch’il chapital d’aczias e sch’il chapital da participaziun vegnan augmentads a medem temp ed en la medema proporziun. Sche mo il chapital da participaziun u sche mo il chapital d’aczias vegn augmentà ubain sch’in da quests chapitals vegn augmentà pli fitg che l’auter, ston ils dretgs da suttascripziun vegnir attribuids uschia, ch’ils acziunaris e ch’ils participants pon mantegnair la participaziun a l’entir chapital en la medema proporziun sco fin ussa.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).K.  Certificats da giudida Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 657 Ils statuts pon prevair la creaziun da certificats da giudida a favur da persunas ch’èn colliadas cun la societad tras ina participaziun anteriura al chapital ubain sco acziunaris, sco crediturs, sco lavurants u en moda sumeglianta. Els ston inditgar il dumber dals certificats da giudida emess ed il cuntegn dals dretgs ch’èn colliads cun quels. Ils certificats da giudida concedan als possessurs mo il dretg sin ina quota dal gudogn che resulta tras la bilantscha u vi dal retgav da la liquidaziun u mo il dretg da suttascriver novas aczias. Il certificat da giudida na dastga betg avair ina valur nominala; el na dastga betg vegnir numnà certificat da participaziun e na dastga betg vegnir emess cunter in apport che vegn declerà tar las activas da la bilantscha. Ils possessurs dals certificat da giudida furman tras lescha ina cuminanza, per la quala las disposiziuns davart la cuminanza dals crediturs en cas d’obligaziuns d’emprest valan confurm al senn. La renunzia a singuls u a tut ils dretgs che resultan tras ils certificats da giudida po dentant vegnir concludida en moda lianta mo dals possessurs da la maioritad da tut ils certificats da giudida ch’èn en circulaziun. Novs certificats da giudida dastgan vegnir creads a favur dals fundaturs da la societad mo, sch’ils statuts oriunds prevesan quai.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 658Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).L.  Atgnas acziasI.  Premissas e restricziuns da l’acquistArt. 659 La societad dastga acquistar atgnas aczias mo, sch’igl è avant maun agen chapital libramain disponibel en l’autezza da la valur d’acquisiziun. L’acquist d’atgnas aczias è limità a 10 pertschient dal chapital d’aczias inscrit en il register da commerzi. Sche l’acquist stat en connex cun ina restricziun da la transferibilitad u cun in plant da dissoluziun, importa la limita maximala 20 pertschient. Las aczias acquistadas sur la limita da 10 pertschient ston vegnir alienadas u vegnir destruidas tras ina reducziun dal chapital entaifer 2 onns.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Consequenzas da l’acquistArt. 659a Sch’ina societad acquista atgnas aczias, èn suspendids – per questas aczias – il dretg da votar ed ils dretgs ch’èn colliads cun tal. Il dretg da votar ed ils dretgs ch’èn colliads cun tal èn er suspendids, sche la societad transferescha atgnas aczias e fixescha da prender enavos u da restituir aczias correspundentas. Sch’il dretg da votar vegn exequì, cumbain ch’el è suspendì, vegnan applitgadas las disposiziuns davart la participaziun nunautorisada a la radunanza generala (art. 691). En la bilantscha sto la societad preschentar, sco post negativ da l’agen chapital (art. 959a al. 2 cifra 3 lit. e), in import che correspunda a la valur d’acquisiziun da las atgnas aczias.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Atgnas aczias entaifer il concernArt. 659b Sch’ina societad controllescha ina u pliras interpresas (art. 963), valan analogamain las premissas, las restricziuns e las consequenzas per l’acquist d’atgnas aczias, sche questas interpresas acquistan sias aczias. Per las aczias tenor l’alinea 1 sto la societad controllanta constituir separadamain ina reserva legala dal gudogn d’in import che correspunda a la valur d’acquisiziun da questas aczias.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Segund chapitel:  Dretgs ed obligaziuns dals acziunarisA.  Dretg sin la quota dal gudogn e da liquidaziunI.  En generalArt. 660 Mintga acziunari ha il dretg da survegnir ina quota proporziunala dal gudogn che resulta tras la bilantscha, uschenavant che la lescha u ch’ils statuts prevesan da reparter quest gudogn tranter ils acziunaris. A chaschun da la dissoluziun da la societad ha l’acziunari il dretg da survegnir ina quota proporziunala dal retgav da la liquidaziun, nun ch’ils statuts disponian d’utilisar en autra moda la facultad da la societad dissolvida. Resalvads restan ils privilegis ch’èn fixads en ils statuts per singulas categorias d’aczias.Versiun tenor la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).II.  Moda da calculaziunArt. 661Las quotas dal gudogn e dal retgav da la liquidaziun ston vegnir calculadas en la proporziun dals imports ch’èn vegnids pajads sin il chapital d’aczias, nun ch’ils statuts prevesian insatge auter.Art. 662Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 662aIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663a e 663bIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 663b Integrà tras la cifra I da la LF dals 7 d’oct. 2005 (transparenza concernent las indemnisaziuns che vegnan pajadas als commembers dal cussegl d’administraziun e da la direcziun) (AS 2006 2629; BBl 2004 4471). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 663cIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 663d–663hIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 664 e 665Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 665aIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 666 e 667Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 668Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 669Abolì tras la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).Art. 670Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  ReservasI.  Reserva legala dal chapitalArt. 671 A la reserva legala dal chapital vegnan attribuids:1. il retgav che vegn cuntanschì tar l’emissiun d’aczias sur lur valur nominala, minus ils custs d’emissiun;2. il pajament retegnì sin aczias annulladas (art. 681 al. 2), uschenavant ch’i na vegn betg cuntanschì in retgav pli pitschen per las aczias emessas da nov;3. ulteriurs apports e pajaments prestads tras ils titulars da titels da participaziun. La reserva legala dal chapital dastga vegnir pajada enavos als acziunaris, sche las reservas legalas dal chapital e dal gudogn, minus l’import d’eventualas perditas, surpassan la mesadad dal chapital d’aczias inscrit en il register da commerzi. Las societads che han principalmain l’intent da sa participar ad autras interpresas (societads da holding), dastgan pajar enavos la reserva legala dal chapital als acziunaris, sche las reservas legalas dal chapital e dal gudogn surpassan 20 pertschient dal chapital d’aczias inscrit en il register da commerzi. La reserva legala dal gudogn per atgnas aczias entaifer il concern (art. 659b) e la reserva legala dal gudogn tras augments da la valur (art. 725c) na dastgan betg vegnir resguardadas per calcular las valurs da sava tenor ils alineas 2 e 3.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 671a e 671bIntegrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Reserva legala dal gudognArt. 672 A la reserva legala dal gudogn ston vegnir attribuids 5 pertschient dal gudogn annual. In eventual transport da perditas sto vegnir eliminà avant l’attribuziun a la reserva. La reserva legala dal gudogn vegn alimentada, fin ch’ella cuntanscha, ensemen cun la reserva legala dal chapital, la mesadad dal chapital d’aczias inscrit en il register da commerzi. Las societads da holding ston alimentar la reserva legala dal gudogn, fin ch’ella cuntanscha, ensemen cun la reserva legala dal chapital, 20 pertschient dal chapital d’aczias inscrit en il register da commerzi. Per eruir e per utilisar la reserva legala dal gudogn vala l’artitgel 671 alineas 2, 3 e 4 analogamain.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Reservas facultativas dal gudognArt. 673 En ils statuts u tras in conclus po la radunanza generala prevair da furmar reservas facultativas dal gudogn. Reservas facultativas dal gudogn dastgan vegnir furmadas mo, sche la prosperitad duraivla da l’interpresa giustifitgescha quai e sch’ils interess da tut ils acziunaris vegnan resguardads. La radunanza generala decida davart l’utilisaziun da reservas facultativas dal gudogn; resalvadas restan las prescripziuns davart la cumpensaziun da las perditas.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Cumpensaziun da las perditasArt. 674 Las perditas ston vegnir cumpensadas en la suandanta successiun cun:1. il transport dal gudogn;2. las reservas facultativas dal gudogn;3. las reservas legalas dal gudogn;4. la reserva legala dal chapital. Empè da vegnir cumpensadas cun la reserva legala dal gudogn u cun la reserva legala dal chapital, dastgan perditas restantas er vegnir transportadas per part u dal tuttafatg sin il nov quint annual.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Dividendas, tschains da construcziun e tantiemasI.  DividendasArt. 675 Per il chapital d’aczias na dastgan vegnir pajads nagins tschains. Las dividendas dastgan vegnir pajadas mo cun il gudogn che resulta tras la bilantscha e cun las reservas ch’èn vegnidas constituidas per quest intent. Las dividendas dastgan vegnir fixadas pir suenter las attribuziuns a la reserva legala dal gudogn ed a las reservas facultativas dal gudogn.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Dividendas intermediarasArt. 675a Sa basond sin ina clusiun intermediara po la radunanza generala decider da pajar ina dividenda intermediara. Il post da revisiun sto controllar la clusiun intermediara avant il conclus da la radunanza generala. Ina controlla n’è betg necessaria, sche la societad na sto betg suttametter ses quint annual ad ina controlla limitada tras in post da revisiun. D’ina controlla poi vegnir desistì, sche tut ils acziunaris acceptan il pajament da la dividenda intermediara e sche las pretensiuns dals crediturs na vegnan betg periclitadas qua tras. Las disposiziuns davart las dividendas èn applitgablas (art. 660 al. 1 e 3, 661, 671–674, 675 al. 2, 677, 678, 731 sco er 958e). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Tschains da construcziun Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 676 Per il temp ch’i dovra per preparar e per construir l’interpresa fin al cumenzament dal manaschi cumplain, po vegnir garantì als acziunaris in tschains d’ina tscherta autezza a quint dal conto d’investiziun. Entaifer quest rom ston ils statuts inditgar la data, a partir da la quala quest tschains na vegn betg pli pajà. Sche l’interpresa vegn engrondida tras l’emissiun da novas aczias, po il conclus davart l’augment dal chapital attribuir a las novas aczias in tschert tschains a quint dal conto d’investiziun, e quai fin ad ina data che sto vegnir inditgada exactamain, maximalmain dentant fin che las novas installaziuns vegnan messas en funcziun.IV.  Tantiemas Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 677Als commembers dal cussegl d’administraziun dastgan vegnir attribuidas quotas dal gudogn mo, sche quellas vegnan prendidas or dal gudogn che resulta tras la bilantscha, suenter ch’igl è vegnì fatg l’attribuziun a las reservas legalas e suenter ch’igl è vegnì pajà als acziunaris ina dividenda da 5 pertschient u ina dividenda pli auta ch’è fixada en ils statuts.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).E.  Restituziun da prestaziunsI.  En generalArt. 678 Ils acziunaris, ils commembers dal cussegl d’administraziun, las persunas che s’occupan da la gestiun ed ils commembers dal cussegl consultativ sco er las persunas che han ina stretga relaziun cun talas e tals, ston restituir las dividendas, las tantiemas, autras participaziuns al gudogn, las indemnisaziuns, ils tschains da construcziun, las reservas legalas dal chapital e dal gudogn u autras prestaziuns ch’ellas ed els han retratg nungiustifitgadamain. Sche la societad surpiglia valurs da facultad da talas persunas u concluda auters acts giuridics cun questas persunas, èn quellas suttamessas a l’obligaziun da restituziun, sch’igl exista ina disproporziun evidenta tranter la prestaziun e la cuntraprestaziun. L’artitgel 64 è applitgabel. Il dretg da restituziun han la societad e l’acziunari. L’acziunari po mo purtar plant sin ina prestaziun a la societad. La radunanza generala po decider che la societad inoltreschia in plant sin restituziun. Ella po incumbensar il cussegl d’administraziun u in represchentant da manar il process. En il concurs da la societad vegn applitgà analogamain l’artitgel 757.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  SurannaziunArt. 678a Il dretg da restituziun surannescha 3 onns suenter che la societad u l’acziunari ha survegnì enconuschientscha da tal, en mintga cas dentant 10 onns suenter ch’il dretg è naschì. Il termin è suspendì durant la procedura sin ordinaziun d’ina examinaziun speziala e durant la realisaziun da questa examinaziun. Sch’il retschavider ha commess in malfatg tras ses cumportament, surannescha il dretg da restituziun il pli baud cun l’entrada da la surannaziun da la persecuziun penala. Sche la surannaziun da la persecuziun penala na cumenza betg pli en consequenza d’ina sentenzia penala da l’emprima instanza, surannescha il dretg il pli baud 3 onns suenter la communicaziun da la sentenzia. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Tantiemas en cas da concurs Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 679 En il concurs da la societad ston ils commembers dal cussegl d’administraziun restituir tut las tantiemas ch’els han survegnì ils ultims 3 onns avant la decleraziun dal concurs, nun ch’els cumprovian che las premissas per pajar las tantiemas eran ademplidas tenor lescha e tenor statuts; en spezial stoi vegnir cumprovà ch’il pajament haja gì lieu sin basa d’ina bilantschaziun precauta. ...Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Abolì tras l’agiunta da la LF dals 21 da zer. 2013, cun effect dapi il 1. da schan. 2014 (AS 2013 4111; BBl 2010 6455).F.  Prestaziuns da l’acziunariI.  ObjectArt. 680 L’acziunari na po er betg vegnir obligà tras ils statuts da prestar dapli che l’import ch’è fixà per acquistar aczias a chaschun da lur emissiun. L’acziunari n’ha betg in dretg da pretender la restituziun da l’import pajà.II.  Consequenzas dal retard1.  Tenor lescha e tenor statutsArt. 681 In acziunari che na paja betg a temp l’import d’emissiun da sias aczias, è obligà da pajar tschains da retard. Ultra da quai è il cussegl d’administraziun autorisà da declerar che l’acziunari tardivant perdia ses dretgs che resultan tras la suttascripziun da las aczias sco er ses pajaments parzials gia prestads, ed el po emetter novas aczias empè da las aczias annulladas. Sch’ils titels annullads emess na vegnan betg restituids, sto la decleraziun da perdita vegnir publitgada en il Fegl uffizial svizzer da commerzi sco er en la furma ch’è previsa en ils statuts. Ils statuts pon er obligar in acziunari tardivant da pajar in chasti convenziunal.Expressiun tenor la cifra II 3 da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Questa midada è resguardada en l’entir decret.2.  Appel da pajamentArt. 682 Sch’il cussegl d’administraziun ha l’intenziun da declerar a l’acziunari tardivant ch’el perdia ses dretgs che resultan tras la suttascripziun, u da pretender dad el il chasti convenziunal ch’è previs en ils statuts, sto el publitgar in appel al pajament en il Fegl uffizial svizzer da commerzi sco er en la furma ch’è previsa en ils statuts, e quai fixond in termin supplementar d’almain 30 dis quintà a partir da la publicaziun. Pir sche l’acziunari na presta er betg il pajament entaifer il termin supplementar, dastgi vegnir declerà ch’el haja pers ses dretgs che resultan tras la suttascripziun u dastga vegnir applitgà il chasti convenziunal. En cas d’aczias al num vegnan las publicaziuns remplazzadas tras in appel da pajament e tras in termin supplementar che vegnan tramess cun ina brev recumandada als acziunaris ch’èn inscrits en il register da las aczias. En quest cas cumenza il termin supplementar il mument ch’ils acziunaris retschaivan l’appel da pajament. L’acziunari tardivant è responsabel vers la societad per l’import che n’è betg cuvrì tras las prestaziuns dal nov acziunari. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  Emissiun e transferiment da las acziasI.  Aczias al possessurArt. 683 Las aczias al possessur dastgan vegnir emessas pir suenter che l’entira valur nominala è vegnida pajada. Las aczias ch’èn vegnidas emessas avant l’entir pajament èn nunvalaivlas. Pretensiuns d’indemnisaziun restan resalvadas.II.  Aczias al numArt. 684 Las aczias al num èn transferiblas senza restricziuns, nun che la lescha u ch’ils statuts disponian autramain. Il transferiment tras in act giuridic po avair lieu cun surdar il titel indossà a l’acquistader.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).H.  Restricziun da la transferibilitadI.  Restricziun legalaArt. 685 Aczias al num che n’èn betg liberadas cumplainamain dastgan vegnir transferidas mo cun l’approvaziun da la societad, nun ch’ellas vegnian acquistadas tras ierta, tras ina partiziun d’ierta, tras il dretg dals bains matrimonials u tras in’execuziun sfurzada. La societad po refusar l’approvaziun mo, sche la solvenza da l’acquistader è dubitaivla e sche la garanzia che vegn pretendida da la societad na vegn betg prestada.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).II.  Restricziun statutara1.  PrincipsArt. 685a Ils statuts pon prevair che aczias al num dastgian vegnir transferidas mo cun l’approvaziun da la societad. Questa restricziun vala er per la constituziun d’ina giudida. Sche la societad entra en liquidaziun, scada la restricziun da la transferibilitad.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  Aczias al num betg quotadas a la bursaa.  Motivs per ina refusaArt. 685b La societad po refusar la dumonda d’approvaziun, sch’ella po sa basar sin in motiv impurtant ch’è previs en ils statuts u sch’ella offrescha a l’alienader da las aczias da surpigliar las aczias sin agen quint, sin quint d’auters acziunaris u sin quint da terzas persunas per la valur reala il mument da la dumonda. Sco motivs impurtants valan disposiziuns davart la cumposiziun dal circul dals acziunaris, las qualas giustifitgeschan ina refusa en vista a l’intent da la societad u a l’independenza economica da l’interpresa. Ultra da quai po la societad refusar l’inscripziun en il register da las aczias, sche l’acquistader na declera betg expressivamain ch’el haja acquistà las aczias en agen num e sin agen quint. Sche las aczias èn vegnidas acquistadas tras ierta, tras ina partiziun d’ierta, tras il dretg dals bains matrimonials u tras in’execuziun sfurzada, po la societad refusar la dumonda d’approvaziun mo, sch’ella offrescha a l’acquistader da surpigliar las aczias per la valur reala. L’acquistader po pretender che la dretgira a la sedia da la societad fixeschia la valur reala. Ils custs da la valitaziun vegnan surpigliads da la societad. Sche l’acquistader na refusa betg l’offerta da surpigliada entaifer 1 mais suenter ch’el enconuscha la valur reala, vala l’offerta sco acceptada. Ils statuts na dastgan betg engrevgiar las cundiziuns da la transferibilitad.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).b.  EffectArt. 685c Uschè ditg che l’approvaziun necessaria per il transferiment da las aczias n’è betg vegnida dada, resta l’alienader proprietari da las aczias e da tut ils dretgs ch’èn colliads cun quellas. En cas d’in acquist da las aczias tras ierta, tras ina partiziun d’ierta, tras il dretg dals bains matrimonials u tras in’execuziun sfurzada passan la proprietad ed ils dretgs da facultad immediatamain a l’acquistader, ils dretgs da cundecisiun pir cun l’approvaziun da la societad. L’approvaziun vala sco dada, sche la societad na refusa betg la dumonda d’approvaziun entaifer 3 mais suenter avair survegnì la dumonda u sche la societad refusa nungiustifitgadamain la dumonda.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).3.  Aczias al num quotadas a la bursaa.  Motivs per ina refusaArt. 685d En cas d’aczias al num ch’èn quotadas a la bursa po la societad refusar in acquistader sco acziunari mo, sch’ils statuts prevesan ina limitaziun procentuala da las aczias al num, fin a la quala in acquistader sto vegnir renconuschì sco acziunari, e sche questa limitaziun vegn surpassada. Plinavant po la societad refusar in acquistader, sche quel na declera – sin dumonda da la societad – betg expressivamain ch’el haja acquistà las aczias en agen num e sin agen quint, ch’i n’existian naginas cunvegnas da prender enavos u da restituir aczias correspundentas e ch’el portia la ristga economica ch’è colliada cun las aczias. Mo perquai che la dumonda è vegnida inoltrada tras la banca da l’acquistader, na po ella betg refusar l’inscripziun. Sche aczias al num ch’èn quotadas a la bursa èn vegnidas acquistadas tras ierta, tras ina partiziun d’ierta u tras il dretg dals bains matrimonials, na po l’acquistader betg vegnir refusà.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Rectifitgà da la Cumissiun da redacziun da l’AF (art. 33 LRC – AS 1974 1051).b.  Obligaziun d’annunziaArt. 685eSche aczias al num ch’èn quotadas a la bursa vegnan vendidas a la bursa, annunzia la banca da l’alienader immediatamain a la societad il num da l’alienader ed il dumber da las aczias vendidas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).c.  Transferiment dals dretgsArt. 685f Sche aczias al num ch’èn quotadas a la bursa vegnan acquistadas a la bursa, passan ils dretgs a l’acquistader cun il transferiment. Sche aczias al num ch’èn quotadas a la bursa vegnan acquistadas ordaifer la bursa, passan ils dretgs a l’acquistader, uschespert che quel ha inoltrà a la societad la dumonda da vegnir renconuschì sco acziunari. Fin che la societad n’ha betg renconuschì l’acquistader, na po el exequir ni il dretg da votar ch’è collià cun las aczias ni auters dretgs che stattan en connex cun il dretg da votar. Areguard l’execuziun da tut ils auters dretgs d’acziunari, en spezial il dretg da suttascripziun, n’è l’acquistader betg restrenschì. Ils acquistaders che la societad n’ha betg anc renconuschì ston vegnir inscrits – suenter il transferiment dals dretgs – sco acziunaris senza dretg da votar en il register da las aczias. Lur aczias n’èn betg represchentadas a la radunanza generala. Sche la refusa è illegala, ha la societad da renconuscher il dretg da votar ed ils dretgs che stattan en connex cun il dretg da votar a partir dal mument che la sentenzia giudiziala è vegnida pronunziada; plinavant ha la societad da prestar ina indemnisaziun, nun ch’ella cumprovia ch’ella n’haja nagina culpa.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).d.  Termin da refusaArt. 685gSche la societad na refusa betg entaifer 20 dis la renconuschientscha da l’acquistader, è quel renconuschì sco acziunari.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).4.  Register da las acziasa.  InscripziunArt. 686 La societad maina in register da las aczias al num, en il qual ils proprietaris ed ils giudiders vegnan inscrits cun il num e cun l’adressa. Ella sto manar quest register uschia, ch’igl è pussaivel d’acceder da tut temp a tal en Svizra. L’inscripziun en il register da las aczias ha lieu mo, sch’i vegn cumprovà che l’aczia saja vegnida acquistada sco proprietad u ch’i saja vegnida constituida ina giudida. Las societads cun aczias quotadas ad ina bursa procuran ch’ils proprietaris u ils giudiders possian inoltrar sin via electronica la dumonda d’inscripziun en il register da las aczias. La societad sto confermar l’inscripziun sin il titel da l’aczia. Sco acziunari u sco giudider visavi la societad vala, tgi ch’è inscrit en il register da las aczias. Ils mussaments che resultan d’ina inscripziun ston vegnir conservads durant 10 onns suenter ch’il proprietari u il giudider è vegnì stritgà or dal register da las aczias.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà la segunda frasa tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).b.  StritgadaArt. 686aSuenter avair tadlà il pertutgà po la societad stritgar inscripziuns en il register da las aczias, sche quellas eran vegnidas fatgas sin basa da faussas indicaziuns da l’acquistader. L’acquistader sto vegnir infurmà immediatamain davart la stritgada.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).5.  Aczias al num betg pajadas entiramainVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 687 L’acquistader d’ina aczia al num betg pajada entiramain è obligà visavi la societad da pajar il rest, uschespert ch’el è inscrit en il register da las aczias. Sch’il sutsegnader alienescha sia aczia, po el vegnir persequità per l’import betg pajà, en cas che la societad fa concurs entaifer 2 onns dapi sia inscripziun en il register da commerzi ed en cas ch’igl è vegnì declerà che ses successur legal haja pers ses dretg che resulta tras l’aczia. L’alienader, che n’è betg sutsegnader, vegn deliberà da l’obligaziun da pajar il rest, cur che l’acquistader da l’aczia vegn inscrit en il register da las aczias. Uschè ditg che las aczias al num n’èn betg vegnidas pajadas cumplainamain, stoi vegnir inditgà sin mintga titel l’import ch’è effectivamain vegnì pajà.III.  Certificat provisoricArt. 688 Ils certificats provisorics al possessur dastgan vegnir emess mo per aczias al possessur, da las qualas l’entira valur nominala è vegnida pajada. Ils certificats provisorics al possessur ch’èn vegnids emess avant l’entir pajament èn nunvalaivels. Pretensiuns d’indemnisaziun restan resalvadas. Sche certificats provisorics al num vegnan emess per aczias al possessur, pon els vegnir transferids mo tenor las disposiziuns che valan per la cessiun da pretensiuns; visavi la societad entra il transferiment dentant en vigur pir, cur ch’el è vegnì communitgà a la societad. Per aczias al num ston vegnir emess certificats provisorics al num. Il transferiment da tals certificats provisorics sa drizza tenor las prescripziuns che valan per il transferiment d’aczias al num.J.  Dretgs persunals ch’èn colliads cun la commembranzaI.  Participaziun a la radunanza generala1.  PrincipArt. 689 Ses dretgs en fatschentas da la societad, sco la nominaziun dals organs, l’approvaziun dal rapport da gestiun e la decisiun davart l’utilisaziun dal gudogn, exequescha l’acziunari a la radunanza generala. ...Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Legitimaziun vers la societadArt. 689a Exequir ils dretgs da commembranza che resultan tras aczias al num po, tgi ch’è inscrit en il register da las aczias u tgi che ha in’autorisaziun en scrit da l’acziunari. Exequir ils dretgs da commembranza che resultan da las aczias al possessur po, tgi che sa legitimescha sco possessur, preschentond las aczias. Exequir il dretg da votar po mo, tgi che inditgescha ses num e ses lieu da domicil, cura ch’el sa participescha a la radunanza generala. Tgi che posseda in’aczia al possessur sin basa d’ina impegnaziun, d’in deposit u d’in emprest, dastga exequir ils dretgs da commembranza mo, sch’el ha survegnì l’autorisaziun respectiva en scrit da l’acziunari. Il cussegl d’administraziun po admetter ulteriuras furmas da la legitimaziun vers la societad, uschenavant ch’ils statuts na prevesan nagut auter.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Represchentanza da l’acziunaria.  En generalArt. 689b L’acziunari po laschar exequir ses dretgs da cundecisiun, cunzunt ses dretg da votar, d’in represchentant da sia tscherna. La represchentanza dal dretg da votar da l’organ e la represchentanza dal dretg da votar dal deposit èn scumandadas per societads cun aczias quotadas ad ina bursa. Sche la societad engascha in represchentant independent dal dretg da votar u in represchentant dal dretg da votar da l’organ, è quel obligà d’exequir il dretg da votar tenor las instrucziuns. Sch’el n’ha survegnì naginas instrucziuns, s’abstegna el da la vusch. Il cussegl d’administraziun prepara formulars che ston vegnir duvrads per dar las autorisaziuns e las instrucziuns. L’independenza dal represchentant independent dal dretg da votar na dastga esser restrenschida ni effectivamain ni apparentamain. Las prescripziuns davart l’independenza dal post da revisiun per la revisiun ordinaria (art. 728 al. 2–6) èn applitgablas analogamain. Sco represchentants independents dal dretg da votar pon vegnir elegidas persunas natiralas u giuridicas ubain societads da persunas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Represchentanza independenta dal dretg da votar en societads cun aczias quotadas ad ina bursaArt. 689c En societads cun aczias quotadas ad ina bursa elegia la radunanza generala il represchentant independent dal dretg da votar. La durada d’uffizi finescha cun la conclusiun da la proxima radunanza generala ordinaria. La reelecziun è pussaivla. La radunanza generala po revocar il represchentant independent dal dretg da votar per la fin da la radunanza generala. Sche la radunanza generala n’ha betg elegì in represchentant independent dal dretg da votar, nominescha il cussegl d’administraziun in tal per la proxima radunanza generala. Ils statuts pon prevair autras reglas per eliminar questa mancanza organisatorica. Il cussegl d’administraziun procura ch’ils acziunaris hajan en spezial la pussaivladad da dar al represchentant independent dal dretg da votar:1. instrucziuns davart mintga proposta che figurescha en la convocaziun e che pertutga las tractandas;2. instrucziuns generalas davart propostas betg annunziadas che pertutgan las tractandas sco er davart novas tractandas tenor l’artitgel 704b. Fin a la radunanza generala tracta il represchentant independent dal dretg da votar en moda confidenziala las instrucziuns dals singuls acziunaris. El po dar ina infurmaziun generala a la societad davart las instrucziuns survegnidas. El dastga dar l’infurmaziun il pli baud 3 dis da lavur avant la radunanza generala, ed a chaschun da la radunanza generala sto el inditgar, tge infurmaziuns ch’el ha dà a la societad. Autorisaziuns ed instrucziuns pon vegnir dadas mo per la proxima radunanza generala. Ellas pon vegnir dadas er sin via electronica.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Represchentanza independenta dal dretg da votar e represchentanza dal dretg da votar da l’organ en societads senza aczias quotadas ad ina bursaArt. 689d Ils statuts da societads senza aczias quotadas ad ina bursa pon prevair ch’in acziunari po vegnir represchentà en la radunanza generala mo tras in auter acziunari. Sch’ils statuts cuntegnan ina tala disposiziun, sto il cussegl d’administraziun designar – sin dumonda d’in acziunari – in represchentant independent dal dretg da votar u in represchentant dal dretg da votar da l’organ, che po vegnir incumbensà cun l’exercizi dals dretgs da cundecisiun. En quest cas sto il cussegl d’administraziun communitgar als acziunaris il pli tard 10 dis avant la radunanza generala, tgi ch’els pon incumbensar cun la represchentanza. Sch’il cussegl d’administraziun n’ademplescha betg questa obligaziun, po l’acziunari sa laschar represchentar tras in terz da sia tscherna. Ils statuts reglan ils detagls da la designaziun dal represchentant. L’artitgel 689c alinea 4 è applitgabel en cas d’ina represchentanza independenta dal dretg da votar sco er d’ina represchentanza dal dretg da votar da l’organ.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Represchentanza dal dretg da votar dal deposit en societads senza aczias quotadas ad ina bursaArt. 689e Tgi che vul exequir – en ina societad senza aczias quotadas ad ina bursa – ils dretgs da votar che resultan tras aczias depositadas tar el, fa dar il depositur avant mintga radunanza generala las instrucziuns per votar. Sch’il depositari na survegn betg a temp las instrucziuns dal depositur, exequescha el il dretg da votar tenor ina instrucziun generala dal depositur; sch’ina tala manca, s’abstegna el da la vusch. Sco depositaris valan ils instituts ch’èn suttamess a la Lescha federala dals 8 da november 1934 davart las bancas e cassas da spargn sco er ils instituts da finanzas tenor la Lescha federala dals 15 da zercladur 2018 davart ils instituts da finanzas.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 952.0 SR 954.1e.  CommunicaziunArt. 689f Ils represchentants independents dal dretg da votar, ils represchentants dal dretg da votar da l’organ ed ils depositaris communitgeschan a la societad il dumber, la spezia, la valur nominala e la categoria da las aczias ch’els represchentan. Sch’els na fan betg quai, èn ils conclus da la radunanza generala contestabels sut las medemas premissas sco en cas d’ina participaziun nunautorisada a la radunanza generala (art. 691). Il parsura communitgescha questas indicaziuns a la radunanza generala, e quai globalmain per mintga moda da represchentaziun. Sch’el na fa betg quai, cumbain ch’in acziunari ha pretendì quai, po mintga acziunari contestar ils conclus da la radunanza generala cun in plant cunter la societad. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Plirs proprietaris, giudidaVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 690 Sch’ina aczia è en proprietad da pliras persunas, pon questas persunas exequir ils dretgs che resultan da l’aczia mo tras in represchentant cuminaivel. En cas d’ina giudida vi d’ina aczia vegn l’aczia represchentada tras il giudider; quel è responsabel vers il proprietari, sch’el na tegna betg quint adequatamain dals interess dal proprietari.II.  Participaziun nunautorisadaArt. 691 I n’è betg admess da surlaschar aczias cun l’intent d’exequir il dretg da votar a la radunanza generala, sche quai vegn fatg cun l’intenziun d’evitar ina restricziun dal dretg da votar. Cunter la participaziun da persunas nunautorisadas ha mintga acziunari il dretg da protestar tar il cussegl d’administraziun u per mauns dal protocol da la radunanza generala. Ils commembers dal cussegl d’administraziun e da la direcziun han il dretg da sa participar a la radunanza generala. Sche persunas che n’èn betg autorisadas da sa participar a la radunanza generala coopereschan ad in conclus, po mintga acziunari – er sch’el n’ha betg fatg protesta – contestar quest conclus, nun che la societad accusada cumprovia che questa cooperaziun n’haja gì nagina influenza sin il conclus. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Dretg da votar a la radunanza generala1.  PrincipArt. 692 Ils acziunaris exequeschan lur dretg da votar a la radunanza generala en proporziun da l’entira valur nominala da las aczias ch’els possedan. Mintga acziunari ha almain ina vusch, e quai er sch’el posseda mo in’unica aczia. Ils statuts pon dentant limitar il dumber da las vuschs dals possessurs da pliras aczias. ... Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Aczias cun dretg da votarArt. 693 Ils statuts pon fixar il dretg da votar independentamain da la valur nominala tenor il dumber da las aczias che appartegnan a mintga acziunari, uschia che mintga aczia ha ina vusch. En quest cas pon aczias che han ina valur nominala pli pitschna che autras aczias da la societad vegnir emessas mo sco aczias al num, ed ellas ston esser liberadas cumplainamain. La valur nominala da las ulteriuras aczias na dastga betg surpassar dapli che diesch giadas la valur nominala da las aczias cun dretg da votar. La fixaziun dal dretg da votar tenor il dumber da las aczias na po betg vegnir applitgada per:1. eleger il post da revisiun;2. nominar experts per laschar controllar la gestiun u singulas parts da la gestiun;3. decider davart l’introducziun d’ina examinaziun speziala;4. decider davart l’inoltraziun d’in plant da responsabladad.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).3.  Cumenzament dal dretg da votarArt. 694Il dretg da votar cumenza, uschespert che l’import che vegn fixà da la lescha u dals statuts è vegnì pajà per l’aczia.4.  Exclusiun dal dretg da votarArt. 695 En cas da conclus davart la distgargia dal cussegl d’administraziun n’han las persunas ch’èn sa participadas en ina moda u l’autra a la gestiun nagin dretg da votar. ... Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 696Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Dretg da survegnir infurmaziuns e da prender invista1.  Dretg da survegnir infurmaziunsArt. 697 A la radunanza generala ha mintga acziunari il dretg da pretender infurmaziuns dal cussegl d’administraziun davart las fatschentas da la societad ed infurmaziuns dal post da revisiun davart l’execuziun e davart il resultat da sia controlla. En societads senza aczias quotadas ad ina bursa pon acziunaris – che represchentan ensemen almain 10 pertschient dal chapital d’aczias u da las vuschs – pretender en scrit infurmaziuns dal cussegl d’administraziun davart las fatschentas da la societad. Il cussegl d’administraziun furnescha las infurmaziuns entaifer 4 mais. Las respostas dal cussegl d’administraziun ston plinavant vegnir exponidas il pli tard a la proxima radunanza generala, per ch’ils acziunaris possian prender invista da talas. Las infurmaziuns ston vegnir furnidas, sch’ellas èn necessarias per exequir ils dretgs dals acziunaris e sch’ellas na pericliteschan nagins secrets da fatschenta u auters interess da la societad ch’èn degns da vegnir protegids. Sche las infurmaziuns vegnan refusadas, sto quai vegnir motivà en scrit.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Dretg da prender invistaArt. 697a Acziunaris pon prender invista dals cudeschs da fatschenta e da las actas, sch’els represchentan ensemen almain 5 pertschient dal chapital d’aczias u da las vuschs. Il cussegl d’administraziun conceda l’invista entaifer 4 mais suenter l’inoltraziun da la dumonda. Ils acziunaris dastgan far notizias. L’invista sto vegnir concedida, sch’ella è necessaria per exequir ils dretgs dals acziunaris e sch’ella na periclitescha nagins secrets da fatschenta u auters interess da la societad ch’èn degns da vegnir protegids. Sche l’invista vegn refusada, sto quai vegnir motivà en scrit.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Refusa da la dumonda da survegnir infurmaziuns u da prender invistaArt. 697bSche las infurmaziuns u l’invista vegnan refusadas u impedidas dal tuttafatg u per part, pon ils acziunaris pretender entaifer 30 dis da la dretgira, ch’ella ordineschia a la societad da furnir las infurmaziuns u da conceder l’invista.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Dretg sin l’introducziun d’ina examinaziun speziala1.  Cun l’approvaziun da la radunanza generalaArt. 697c Mintga acziunari che ha gia exequì ses dretg da survegnir infurmaziuns u da prender invista, po proponer a la radunanza generala da laschar sclerir tscherts fatgs tras experts independents, sche quai è necessari per exequir ils dretgs d’acziunari. Sche la radunanza generala accepta la proposta, po la societad u mintga acziunari pretender entaifer 30 dis da la dretgira, ch’ella designeschia ils experts che fan l’examinaziun speziala.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  En cas da refusa tras la radunanza generalaArt. 697d Sche la radunanza generala refusa la proposta, pon ils acziunaris pretender entaifer 3 mais da la dretgira, ch’ella ordineschia in’examinaziun speziala, sch’els tegnan ensemen almain ina da las suandantas participaziuns:1. en societads cun aczias quotadas ad ina bursa: 5 pertschient dal chapital d’aczias u da las vuschs;2. en autras societads senza aczias quotadas ad ina bursa: 10 pertschient dal chapital d’aczias u da las vuschs. La dumonda d’ordinar in’examinaziun speziala po s’extender sin tut las dumondas ch’èn stadas l’object da la dumonda da survegnir infurmaziuns u da prender invista u ch’èn vegnidas discutadas da la radunanza generala en la tractativa davart la dumonda da realisar in’examinaziun speziala, uschenavant che la resposta a questas dumondas è necessaria per exequir ils dretgs d’acziunari. La dretgira ordinescha l’examinaziun speziala, sch’ils petents pon far valair vardaivlamain che fundaturs u organs hajan violà la lescha u ils statuts e che la violaziun saja buna da donnegiar la societad u ils acziunaris.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Procedura giudizialaArt. 697e La dretgira decida suenter avair tadlà la societad sco er l’acziunari che ha dumandà in’examinaziun speziala en la radunanza generala. Sche la dretgira accepta la dumonda, designescha ella ils experts independents che realiseschan l’examinaziun speziala, e circumscriva l’object da l’examinaziun.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Realisaziun da l’examinaziun spezialaArt. 697f  L’examinaziun speziala sto vegnir fatga a temp util e senza disturbar nunnecessariamain l’andament da las fatschentas. Ils fundaturs, ils organs, ils incumbensads, ils lavurants, ils curaturs ed ils liquidaturs ston infurmar l’expert davart tut ils fatgs relevants. En cas da dispita decida la dretgira. Ils experts taidlan la societad concernent ils resultats da l’examinaziun speziala. Els èn obligads da mantegnair il secret.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  RapportArt. 697g Ils experts rapportan en scrit e detagliadamain davart il resultat da lur examinaziun. Sche l’examinaziun speziala è vegnida ordinada da la dretgira, preschentan ils experts lur rapport a la dretgira. La dretgira trametta il rapport a la societad e decida sin dumonda da la societad, sche tschertas parts dal rapport violeschan il secret da fatschenta u auters interess da la societad ch’èn degns da vegnir protegids, e sche questas parts na dastgan perquai betg vegnir suttamessas als petents. Al cussegl d’administraziun ed als petents dat la dretgira la chaschun da prender posiziun davart il rapport rectifitgà e da far dumondas supplementaras.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Deliberaziun e communicaziunArt. 697h A la proxima radunanza generala suttametta il cussegl d’administraziun il rapport dals experts, sia atgna posiziun sco er la posiziun dals petents. Durant 1 onn suenter la radunanza generala po mintga acziunari pretender da la societad – sin donn e cust da la societad – in exemplar dal rapport e da las posiziuns.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Custs da l’examinaziun spezialaArt. 697h La societad surpiglia ils custs da l’examinaziun speziala. Ella paja er eventualas anticipaziuns dals custs. Sche circumstanzas spezialas giustifitgeschan quai, po la dretgira adossar tut ils custs u ina part da tals als petents. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 697i Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012 (AS 2015 1389; BBl 2014 605). Abolì tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, cun effect dapi il 1. da matg 2021 (AS 2019 3161; BBl 2019 279).K.  Obligaziun d’annunzia da l’acziunariI.  Annunzia da la persuna che ha il dretg economic da las acziasArt. 697j Tgi che acquista – sulet u en enclegientscha cuminaivla cun terzas persunas – aczias d’ina societad, da la quala ils dretgs da participaziun n’èn betg quotads a la bursa, e cuntanscha u surpassa uschia la limita da 25 pertschient dal chapital d’aczias u dals dretgs da votar, sto annunziar a la societad entaifer 1 mais il prenum ed il num e l’adressa da la persuna natirala, per la quala el agescha la finala (persuna che ha il dretg economic). Sche l’acziunari è ina persuna giuridica u ina societad da persunas, sto mintga persuna natirala che controllescha l’acziunari applitgond l’artitgel 963 alinea 2 tenor il senn, vegnir annunziada sco persuna che ha il dretg economic. Sch’i n’existan naginas talas persunas, sto l’acziunari annunziar quai a la societad. Sche l’acziunari è ina societad da chapital, da la quala ils dretgs da participaziun èn quotads a la bursa, sch’el vegn controllà d’ina tala societad en il senn da l’artitgel 963 alinea 2 u sch’el controllescha ina tala societad en quest senn, sto el annunziar mo quest fatg sco er la firma e la sedia da la societad da chapital. L’acziunari sto annunziar a la societad entaifer 3 mais mintga midada dal prenum, dal num u da l’adressa da la persuna che ha il dretg economic. L’obligaziun d’annunzia n’exista betg, sche las aczias èn concepidas sco vaglias contabilisadas ed èn deponidas en in lieu da deposit en Svizra u èn inscrittas en il register principal. La societad designescha il lieu da deposit. Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012 (AS 2015 1389; BBl 2014 605). Versiun tenor la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da nov. 2019 (AS 2019 3161; BBl 2019 279).Art. 697k Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012 (AS 2015 1389; BBl 2014 605). Abolì tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, cun effect dapi il 1. da matg 2021 (AS 2019 3161; BBl 2019 279).II.  Glista da las persunas che han il dretg economicArt. 697l La societad maina ina glista davart las persunas che han il dretg economic e ch’èn vegnidas annunziadas ad ella. Questa glista cuntegna il prenum ed il num sco er l’adressa da las persunas che han il dretg economic. Ils mussaments che resultan d’ina annunzia tenor l’artitgel 697j ston vegnir conservads durant 10 onns suenter che la persuna è vegnida stritgada da la glista. La glista sto vegnir manada uschia, ch’igl è pussaivel d’acceder da tut temp a tala en Svizra. Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012 (AS 2015 1389; BBl 2014 605). Versiun tenor la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da matg 2021 (AS 2019 3161; BBl 2019 279).III.  Inobservanza da las obligaziuns d’annunzia Versiun tenor la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da matg 2021 (AS 2019 3161; BBl 2019 279).Art. 697m Uschè ditg che l’acziunari n’ha betg ademplì sias obligaziuns d’annunzia, na po el betg far diever da ses dretgs da commembranza ch’èn colliads cun las aczias, da las qualas l’acquist sto vegnir annunzià. Ils dretgs da facultad ch’èn colliads cun talas aczias po l’acziunari far valair pir, cur ch’el ha ademplì sias obligaziuns d’annunzia. Sche l’acziunari n’ademplescha betg sias obligaziuns d’annunzia entaifer 1 mais suenter l’acquist da las aczias, van ils dretgs da facultad a perder. Sch’el ademplescha pli tard questas obligaziuns, po el far valair ils dretgs da facultad che resultan a partir da quest mument. Il cussegl d’administraziun procura che nagins acziunaris na fetschian diever da lur dretgs violond las obligaziuns d’annunzia. Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).L.  Dretgira da cumpromissArt. 697n Ils statuts pon prevair che dispitas dal dretg da societads vegnian giuditgadas d’ina dretgira da cumpromiss cun sedia en Svizra. Sch’ils statuts na disponan betg autramain, è la clausula da cumpromiss lianta per la societad, per ils organs da la societad, per ils commembers dals organs e per ils acziunaris. Per la procedura davant la dretgira da cumpromiss èn applitgablas las disposiziuns da la 3. part dal Cudesch da procedura civila; il 12. chapitel da la Lescha federala dals 18 da december 1987 davart il dretg internaziunal privat n’è betg applitgabel. Ils statuts pon reglar ils detagls, en spezial tras il renviament ad in urden da cumpromiss. En mintga cas garanteschan els che las persunas, che pon esser pertutgadas directamain dals effects giuridics da la sentenzia da cumpromiss, vegnian infurmadas davart l’introducziun e la terminaziun da la procedura e possian sa participar a la nominaziun da la dretgira da cumpromiss sco er intervegnir en la procedura. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 272 SR 291Terz chapitel:  Organisaziun da la societad anonimaA.  La radunanza generalaI.  CumpetenzasArt. 698 L’organ suprem da la societad anonima è la radunanza generala dals acziunaris. Ella ha las suandantas cumpetenzas intransferiblas:1. fixar e midar ils statuts;2. eleger ils commembers dal cussegl d’administraziun e dal post da revisiun;3. approvar il rapport da situaziun ed il quint dal concern;4. approvar il quint annual sco er decider davart l’utilisaziun dal gudogn che resulta tras la bilantscha, en spezial fixar la dividenda e la tantiema;5. fixar la dividenda intermediara ed approvar la clusiun intermediara necessaria per quest intent;6. decider davart la restituziun da la reserva legala dal chapital;7. distgargiar ils commembers dal cussegl d’administraziun;8. dequotar ils titels da participaziun da la societad;9. decider davart fatschentas ch’èn resalvadas a la radunanza generala tras la lescha u tras ils statuts. En societads cun aczias quotadas ad ina bursa ha ella las suandantas ulteriuras cumpetenzas intransferiblas:1. eleger il president dal cussegl d’administraziun;2. eleger ils commembers da la cumissiun d’indemnisaziun;3. eleger il represchentant independent dal dretg da votar;4. votar davart las indemnisaziuns dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ. Versiun tenor la cifra I 1 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Convocaziun e realisaziun da la radunanza generala1.  Moda da convocaziunArt. 699 La radunanza generala vegn convocada dal cussegl d’administraziun, en cas da basegn dal post da revisiun. Il dretg da convocaziun han er ils liquidaturs ed ils represchentants dals crediturs d’emprests. La radunanza generala ordinaria ha lieu mintga onn entaifer 6 mais suenter la clusiun da l’onn da gestiun. Acziunaris pon pretender la convocaziun d’ina radunanza generala, sch’els tegnan ensemen almain ina da las suandantas participaziuns:1. en societads cun aczias quotadas ad ina bursa: 5 pertschient dal chapital d’aczias u da las vuschs;2. en autras societads: 10 pertschient dal chapital d’aczias u da las vuschs. Els ston pretender en scrit la convocaziun. La dumonda sto cuntegnair las tractandas e las propostas. Sch’il cussegl d’administraziun n’accepta betg la dumonda entaifer in termin adequat, dentant maximalmain entaifer 60 dis, pon ils petents dumandar la dretgira d’ordinar la convocaziun. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Communicaziun dal rapport da gestiunArt. 699a Almain 20 dis avant la radunanza generala ston il rapport da gestiun ed ils rapports da revisiun vegnir rendids accessibels als acziunaris. Sch’ils documents n’èn betg accessibels electronicamain, po mintga acziunari pretender ch’els al vegnian tramess ad uras. Sch’ils documents n’èn betg accessibels electronicamain, po mintga acziunari pretender durant 1 onn suenter la radunanza generala, ch’i vegnia tramess ad el il rapport da gestiun en la furma approvada da la radunanza generala sco er ils rapports da revisiun. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Dretg da tractandaziun e dretg da far propostasArt. 699b Acziunaris pon pretender la tractandaziun d’objects, sch’els tegnan ensemen almain ina da las suandantas participaziuns:1. en societads cun aczias quotadas ad ina bursa: 0,5 pertschient dal chapital d’aczias u da las vuschs;2. en autras societads: 5 pertschient dal chapital d’aczias u da las vuschs. Sut las medemas premissas pon ils acziunaris pretender che propostas davart tractandas vegnian integradas en la convocaziun da la radunanza generala. Cun la tractandaziun u cun las propostas pon ils acziunaris inoltrar ina curta motivaziun. Quella sto vegnir integrada en la convocaziun da la radunanza generala. Sch’il cussegl d’administraziun n’accepta betg ina dumonda, pon ils petents dumandar la dretgira d’ordinar la tractandaziun d’objects u l’integraziun da propostas e da motivaziuns correspundentas en la convocaziun da la radunanza generala. A la radunanza generala po mintga acziunari far propostas en il rom da las tractandas. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Cuntegn da la convocaziunArt. 700 Il cussegl d’administraziun communitgescha als acziunaris la convocaziun da la radunanza generala almain 20 dis avant il di da la radunanza. En la convocaziun stoi vegnir inditgà:1. la data, il cumenzament, il gener ed il lieu da la radunanza generala;2. las tractandas;3. las propostas dal cussegl d’administraziun ed – en societads cun aczias quotadas ad ina bursa – ina curta motivaziun da questas propostas;4. eventualmain las propostas dals acziunaris cun ina curta motivaziun;5. eventualmain il num e l’adressa dal represchentant independent dal dretg da votar. Il cussegl d’administraziun procura che las tractandas observian l’unitad da la materia e suttametta a la radunanza generala tut las infurmaziuns ch’èn necessarias per prender ses conclus. En la convocaziun dastga il cussegl d’administraziun preschentar las tractandas en moda summarica, sch’el metta a disposiziun als acziunaris infurmaziuns pli detagliadas en autra moda.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Radunanza universala ed approvaziun d’ina propostaArt. 701 Sch’i na vegn betg fatg opposiziun, pon ils proprietaris u ils represchentants da tut las aczias far ina radunanza generala senza observar las prescripziuns che valan per la convocaziun. Uschenavant ch’ils proprietaris u ils represchentants da tut las aczias sa participeschan a questa radunanza, po ella tractar e decider valaivlamain davart tut ils objects che appartegnan a la cumpetenza da la radunanza generala. Ina radunanza generala po medemamain vegnir salvada senza observar las prescripziuns che valan per la convocaziun, sch’ils conclus vegnan prendids en scrit sin palpiri u en furma electronica, uschenavant ch’in acziunari u ses represchentant na pretenda betg ina tractativa a bucca.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).6.  Lieu da la radunanzaa.  En generalArt. 701a Il cussegl d’administraziun fixescha il lieu da la radunanza generala. La fixaziun dal lieu da la radunanza na dastga difficultar a nagins acziunaris en moda nunfundada l’exercizi da lur dretgs en connex cun la radunanza generala. La radunanza generala po vegnir salvada il medem mument en differents lieus. En quest cas ston ils votums dals participants vegnir transmess audiovisualmain en directa en tut ils lieus da radunanza. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  A l’exteriurArt. 701b La radunanza generala po vegnir salvada a l’exteriur, sch’ils statuts prevesan quai e sch’il cussegl d’administraziun designescha en la convocaziun in represchentant independent dal dretg da votar. En societads senza aczias quotadas ad ina bursa po il cussegl d’administraziun desister da designar in represchentant independent dal dretg da votar, sche quai è bun per tut ils acziunaris. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).7.  Utilisaziun da meds electronicsa.  Exercizi dals dretgs d’acziunariArt. 701cIl cussegl d’administraziun po prevair che acziunaris possian exequir lur dretgs sin via electronica, sch’els n’èn betg preschents al lieu da la radunanza generala. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Radunanza generala virtualaArt 701d Ina radunanza generala po vegnir salvada cun meds electronics senza lieu da dieta, sch’ils statuts prevesan quai e sch’il cussegl d’administraziun designescha en la convocaziun in represchentant independent dal dretg da votar. En societads senza aczias quotadas ad ina bursa pon ils statuts prevair la pussaivladad da renunziar a la designaziun d’in represchentant independent dal dretg da votar. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).c.  Premissas per l’utilisaziun da meds electronicsArt. 701e Il cussegl d’administraziun regla l’utilisaziun da meds electronics. El procura che:1. l’identitad dals participants saja clera;2. ils votums da la radunanza generala vegnian transmess en directa;3. mintga participant possia far propostas e sa participar a la discussiun;4. il resultat da la votaziun na possia betg vegnir sfalsifitgà. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).d.  Problems tecnicsArt. 701f Sch’i dat problems tecnics durant la radunanza generala, uschia ch’ella na po betg vegnir salvada confurm a l’urden, sto ella vegnir repetida. Conclus che la radunanza generala ha prendì avant ch’ils problems tecnics èn cumparids, restan valaivels. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Mesiras preparatoricas; protocolArt. 702 Il cussegl d’administraziun prenda las mesiras ch’èn necessarias per constatar ils dretgs da votar dals acziunaris. El procura ch’i vegnia scrit in protocol che cuntegna:1. la data, il cumenzament e la fin sco er la furma ed il lieu da la radunanza generala;2. il dumber, la spezia, la valur nominala e la categoria da las aczias represchentadas, cun l’indicaziun da las aczias che vegnan represchentadas dal represchentant independent dal dretg da votar, dals represchentants dal dretg da votar da l’organ u dals depositaris;3. ils conclus ed ils resultats da las elecziuns;4. las dumondas da survegnir infurmaziuns, formuladas durant la radunanza generala, e las respostas respectivas;5. las decleraziuns ch’ils acziunaris han dà per mauns dal protocol;6. ils problems tecnics relevants ch’èn resultads durant la radunanza generala. Il protocol sto vegnir suttascrit dal protocollist e dal parsura da la radunanza generala. Mintga acziunari po pretender ch’il protocol al vegnia mess a disposiziun entaifer 30 dis suenter la radunanza generala. En societads cun aczias quotadas ad ina bursa ston ils conclus ed ils resultats da las elecziuns, inclusiv l’indicaziun da las relaziuns exactas da las vuschs, vegnir mess a disposiziun sin via electronica entaifer 15 dis suenter la radunanza generala.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Dretg dals commembers dal cussegl d’administraziun e da la direcziun da s’exprimer; dretg dal cussegl d’administraziun da far propostasArt. 702a Sch’ils commembers dal cussegl d’administraziun u da la direcziun sa participeschan a la radunanza generala, dastgan els s’exprimer davart mintga tractanda. Il cussegl d’administraziun po far propostas tar mintga tractanda. Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns dal dretg d’aczias, d’associaziuns, dal register da commerzi e da firmas) (AS 2007 4791; BBl 2002 3148, 2004 3969). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Conclus ed elecziuns1.  En generalArt. 703 La radunanza generala prenda ses conclus e fa sias elecziuns cun la maioritad da las vuschs d’aczias represchentadas, nun che la lescha u ch’ils statuts fixeschian insatge auter. Ils statuts pon prevair ch’il parsura haja la vusch decisiva en cas da paritad da las vuschs. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Conclus impurtantsArt. 704 In conclus da la radunanza generala che vegn approvà d’almain dus terzs da las vuschs represchentadas sco er da la maioritad da las valurs nominalas da las aczias represchentadas, è necessari per:1. midar l’intent da la societad;2. reunir aczias, nun che quai dovria il consentiment da tut ils acziunaris pertutgads;3. augmentar il chapital tras agen chapital, tras apports en natiralias u tras la scuntrada cun ina pretensiun, e conceder avantatgs spezials;4. restrenscher u abolir il dretg da suttascripziun;5. introducir in chapital cundiziunà, introducir ina marscha da chapital u stgaffir chapital da reserva tenor l’artitgel 12 da la Lescha da bancas dals 8 da november 1934;6. converter certificats da participaziun en aczias;7. restrenscher la transferibilitad d’aczias al num;8. introducir aczias cun dretg da votar;9. midar la valuta dal chapital d’aczias;10. introducir la vusch decisiva dal parsura en la radunanza generala;11. fixar ina disposiziun statutara per salvar la radunanza generala a l’exteriur;12. dequotar ils titels da participaziun da la societad;13. spustar la sedia da la societad;14. introducir in clausula da cumpromiss en ils statuts;15. desister da designar in represchentant independent dal dretg da votar per salvar ina radunanza generala virtuala en societads senza aczias quotadas ad ina bursa;16. dissolver la societad. Disposiziuns statutaras che prevesan – per tscherts conclus – maioritads pli grondas che las maioritads prescrittas da la lescha, pon vegnir introducidas, midadas u abolidas mo cun la maioritad previsa. Ils possessurs d’aczias al num che n’han betg approvà in conclus davart la midada da l’intent da la societad u davart l’introducziun d’aczias cun dretg da votar n’èn betg liads vi da las restricziuns statutaras da la transferibilitad da las aczias, e quai durant 6 mais suenter la publicaziun dal conclus en il Fegl uffizial svizzer da commerzi.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). SR 952.0 Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Conversiun d’aczias al possessur en aczias al numArt. 704aDavart la conversiun d’aczias al possessur en aczias al num po la radunanza generala concluder cun la maioritad da las vuschs consegnadas. Ils statuts na dastgan betg engrevgiar la conversiun. Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).4.  Annunzia da las tractandasArt. 704bDavart tractandas che n’èn betg vegnidas annunziadas duidamain, na pon vegnir prendidas naginas decisiuns; exceptadas da quai èn propostas da convocar ina radunanza generala extraordinaria, da realisar in’examinaziun speziala e d’eleger in post da revisiun. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Dretg da revocaziunVersiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 705 La radunanza generala po revocar tut las persunas ch’ella ha elegì. Pretensiuns d’indemnisaziun dals revocads restan resalvadas. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VII.  Contestaziun da conclus da la radunanza generala1.  Legitimaziun e motivsVersiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 706 Il cussegl d’administraziun e mintga acziunari po contestar tar la dretgira ils conclus da la radunanza generala cun in plant cunter la societad, sche quels cuntrafan a la lescha u als statuts. Contestabels èn en spezial ils conclus che:1. retiran u restrenschan ils dretgs dals acziunaris, violond la lescha u ils statuts;2. retiran u restrenschan ils dretgs dals acziunaris en moda nunfundada;3. chaschunan in tractament inegual u in dischavantatg per ils acziunaris che n’è betg giustifitgà tras l’intent da la societad;4. aboleschan la finamira da la societad da far gudogn, senza il consentiment da tut ils acziunaris. ... La sentenzia che abolescha in conclus da la radunanza generala ha in effect per e cunter tut ils acziunaris.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  ProceduraArt. 706a Il dretg da contestar ils conclus extingua, sch’il plant na vegn betg purtà il pli tard 2 mais suenter la radunanza generala. Sch’il cussegl d’administraziun porta plant, nominescha la dretgira in represchentant per la societad. ...Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Abolì tras la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, cun effect dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).VIII.  NunvalaivladadVersiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 706bNunvalaivels èn en spezial ils conclus da la radunanza generala che:1. retiran u limiteschan il dretg da sa participar a la radunanza generala, il dretg da votar minimal, ils dretgs da purtar plant u auters dretgs che la lescha conceda stringentamain a l’acziunari;2. restrenschan ils dretgs da controlla dals acziunaris en ina moda che surpassa la dimensiun che vegn admessa da la lescha; u3. cuntrafan a las structuras fundamentalas da la societad anonima u violeschan las disposiziuns davart la protecziun dal chapital.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).B.  Il cussegl d’administraziunVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).I.  En general1.  ElegibladadVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 707 Il cussegl d’administraziun da la societad sa cumpona d’in u da plirs commembers. ... Sch’ina persuna giuridica u sch’ina societad commerziala è participada a la societad, n’è ella sco tala betg elegibla sco commembra dal cussegl d’administraziun; percunter pon ses represchentants vegnir elegids empè dad ella. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 708Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).2.  Represchentanza da categorias e da gruppas d’acziunaris Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 709 Sch’igl existan pliras categorias d’aczias areguard il dretg da votar u areguard ils dretgs da facultad, ston ils statuts garantir ch’ils acziunaris da mintga categoria possian eleger almain in represchentant en il cussegl d’administraziun. Ils statuts pon prevair disposiziuns spezialas per proteger minoritads u singulas gruppas d’acziunaris.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).3.  Durada d’uffiziArt. 710 La durada d’uffizi dals commembers dal cussegl d’administraziun da societads cun aczias quotadas ad ina bursa finescha il pli tard cun la conclusiun da la proxima radunanza generala ordinaria. Ils commembers vegnan elegids individualmain. En societads senza aczias quotadas ad ina bursa importa la durada d’uffizi 3 onns, nun ch’ils statuts disponian autramain; la durada d’uffizi na dastga dentant betg surpassar 6 onns. Ils commembers vegnan elegids individualmain, nun ch’ils statuts prevesian insatge auter u ch’il parsura da la radunanza generala ordineschia insatge auter cun il consentiment da tut ils acziunaris represchentads. Ina reelecziun è pussaivla. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 711Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Organisaziun1.  PresidentArt. 712 En societads cun aczias quotadas ad ina bursa elegia la radunanza generala il president or dal ravugl dals commembers dal cussegl d’administraziun. Sia durada d’uffizi finescha il pli tard cun la conclusiun da la proxima radunanza generala ordinaria. En societads senza aczias quotadas ad ina bursa elegia il cussegl d’administraziun il president or dal ravugl da ses commembers. Ils statuts pon prevair che la radunanza generala elegia il president. Ina reelecziun è pussaivla. Sche l’uffizi dal president è vacant, nominescha il cussegl d’administraziun in nov president per la durada d’uffizi restanta. Ils statuts pon prevair autras reglas per eliminar questa mancanza organisatorica.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  ConclusArt. 713 Ils conclus dal cussegl d’administraziun vegnan prendidas cun la maioritad da las vuschs dadas. Il parsura ha la vusch decisiva, nun ch’ils statuts fixeschian insatge auter. Il cussegl d’administraziun po prender ses conclus:1. en il rom d’ina sesida cun lieu da radunanza;2. tras l’utilisaziun da meds electronics, applitgond analogamain ils artitgels 701c–701e;3. en scrit sin palpiri u en furma electronica, uschenavant ch’in commember na pretenda betg ina tractativa a bucca. Sch’ils conclus vegnan prendids sin via electronica, na dovri nagina suttascripziun; resalvada resta ina disposiziun divergenta ch’il cussegl d’administraziun ha determinà en scrit. Las tractativas ed ils conclus ston vegnir protocollads; il protocol vegn suttascrit dal parsura e dal protocollist.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Conclus nunvalaivelsArt. 714Per ils conclus dal cussegl d’administraziun valan confurm al senn ils medems motivs da nunvalaivladad sco per ils conclus da la radunanza generala.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).4.  Dretg da convocaziunArt. 715Inditgond ils motivs, po mintga commember dal cussegl d’administraziun pretender dal president ch’el convocheschia immediatamain ina sesida.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).5.  Dretg da survegnir infurmaziuns u da prender invista da documentsArt. 715a Mintga commember dal cussegl d’administraziun po dumandar infurmaziuns davart tut las fatschentas da la societad. A las sesidas èn tut ils commembers dal cussegl d’administraziun sco er las persunas ch’èn incumbensadas cun la gestiun obligads da dar infurmaziuns. Ordaifer las sesidas po mintga commember dumandar da las persunas ch’èn incumbensadas cun la gestiun infurmaziuns davart l’andament da las fatschentas e – cun l’autorisaziun dal president – er davart singulas fatschentas. Uschenavant che quai è necessari per ademplir ina incumbensa, po mintga commember pretender dal president ch’el al preschentia ils cudeschs e las actas. Sch’il president refusa ina dumonda da survegnir infurmaziuns, da vegnir tadlà u da survegnir invista da documents, decida il cussegl d’administraziun. Regulaziuns u conclus dal cussegl d’administraziun ch’extendan il dretg dals commembers da survegnir infurmaziuns u da prender invista da documents, restan resalvads.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).III.  Incumbensas1.  En generalArt. 716 Il cussegl d’administraziun po prender conclus en tut las fatschentas che na vegnan betg attribuidas tenor lescha u tenor statuts a la radunanza generala. Il cussegl d’administraziun maina las fatschentas da la societad, nun ch’el haja delegà la gestiun.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  Incumbensas intransferiblasArt. 716a Il cussegl d’administraziun ha las suandantas incumbensas intransferiblas e nunprivablas:1. exequir la direcziun superiura da la societad e dar las directivas necessarias;2. fixar l’organisaziun;3. concepir la contabilitad, la controlla da finanzas sco er la planisaziun da finanzas, sche quella è necessaria per manar la societad;4. nominar e revocar las persunas ch’èn incumbensadas cun la gestiun e cun la represchentanza;5. exequir la surveglianza suprema da las persunas ch’èn incumbensadas cun la gestiun, en spezial en vista a l’observaziun da las leschas, dals statuts, dals reglaments e da las directivas;6. far il rapport da gestiun sco er preparar la radunanza generala ed exequir ses conclus;7. inoltrar ina dumonda da moratori d’accumodament ed infurmar la dretgira en cas d’ina surdebitaziun;8. en societads cun aczias quotadas ad ina bursa: rediger il rapport d’indemnisaziun. Il cussegl d’administraziun po surdar la preparaziun e l’execuziun da ses conclus u la surveglianza da fatschentas a giuntas u a singuls commembers. El ha da procurar che ses commembers vegnian infurmads adequatamain.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Rectifitgà da la Cumissiun da redacziun da l’AF (art. 33 LRC – AS 1974 1051). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Transferiment da la gestiunArt. 716b Sch’ils statuts na prevesan nagut auter, po il cussegl d’administraziun transferir – sin basa d’in reglament d’organisaziun – l’entira gestiun u ina part da tala a singuls commembers u a terzas persunas (direcziun). En societads cun aczias quotadas ad ina bursa po la gestiun vegnir transferida a singuls commembers dal cussegl d’administraziun u ad autras persunas natiralas. L’administraziun da la facultad po er vegnir transferida a persunas giuridicas. Il reglament regla la gestiun, fixescha las plazzas necessarias, circumscriva lur incumbensas e regla en spezial la rapportaziun. Sin dumonda dals acziunaris e dals crediturs da la societad che fan valair in interess degn da vegnir protegì, als orientescha il cussegl d’administraziun en scrit u en furma electronica davart l’organisaziun da la gestiun. Sche la gestiun n’è betg vegnida transferida, vegn ella exequida cuminaivlamain da tut ils commembers dal cussegl d’administraziun.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Quità e fidaivladad1.  En general Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 717 Ils commembers dal cussegl d’administraziun sco er terzas persunas ch’èn incumbensadas cun la gestiun ston ademplir lur incumbensas cun tut quità e mantegnair en buna fai ils interess da la societad. Els han da tractar da medema maniera ils acziunaris che sa chattan en la medema situaziun.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  Conflicts d’interessArt. 717a Ils commembers dal cussegl d’administraziun e da la direcziun infurmeschan immediatamain e cumplettamain il cussegl d’administraziun davart conflicts d’interess che pertutgan lur persuna. Il cussegl d’administraziun prenda las mesiras necessarias per mantegnair ils interess da la societad. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Represchentanza1.  En generalArt. 718 Il cussegl d’administraziun represchenta la societad vers anora. Mintga commember è autorisà da represchentar la societad, nun ch’ils statuts u ch’il reglament d’organisaziun fixeschian insatge auter. Il cussegl d’administraziun po surdar la represchentanza ad in u a plirs commembers (delegads) u a terzas persunas (directurs). Almain in commember dal cussegl d’administraziun sto esser autorisà da represchentar la societad. La societad sto pudair vegnir represchentada tras ina persuna ch’è domiciliada en Svizra. Questa persuna sto appartegnair al cussegl d’administraziun u esser directura. Ella sto avair access al register da las aczias sco er a la glista tenor l’artitgel 697l, nun che questa glista vegnia manada d’in intermediari finanzial.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas; AS 2007 4791; BBl 2002 3148, 2004 3969). Versiun tenor la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).2.  Dimensiun e restricziunArt. 718a Las persunas ch’èn autorisadas da represchentar la societad pon far – en num da la societad – tut ils acts giuridics che pon vegnir cumpigliads da l’intent da la societad. Ina restricziun da questa autorisaziun da represchentanza n’ha nagin effect vers terzas persunas da buna fai; exceptadas èn las disposiziuns ch’èn inscrittas en il register da commerzi concernent la represchentanza exclusiva da la sedia principala u d’ina filiala ubain concernent la represchentanza cuminaivla da la societad.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).3.  Contracts tranter la societad e ses represchentantArt. 718bSche la societad fa in contract e sch’ella vegn represchentada en questa fatschenta tras quella persuna, cun la quala ella fa il contract, sto il contract vegnir fatg en scrit. Questa pretensiun na vala betg per contracts da las fatschentas currentas, tar las qualas la prestaziun da la societad na surpassa betg la valur da 1000 francs.Integrà tras la cifra I da la LF dals 4 d’oct. 1991 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).4.  Suttascripziun Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 719Las persunas ch’èn autorisadas da represchentar la societad han da suttascriver uschia ch’ellas agiunteschan lur suttascripziun a la firma da la societad.Art. 720 Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Procurists e mandataris Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 721Il cussegl d’administraziun po nominar procurists ed auters mandataris.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).VI.  Responsabladad per ils organs Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 722La societad è responsabla per il donn ch’ina persuna, ch’è incumbensada cun la gestiun u ch’è autorisada da represchentar la societad, commetta tras acts illegals, exequind sias fatschentas.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 723–724Abolì tras la cifra I da la LF dals 4 d’oct. 1991, cun effect dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).VII.  Insolvenza smanatschanta, perdita da chapital e surdebitaziun1.  Insolvenza smanatschantaArt. 725 Il cussegl d’administraziun surveglia la solvenza da la societad. Sch’igl exista il privel che la societad pudess daventar insolventa, prenda il cussegl d’administraziun mesiras per garantir la solvenza. Sche necessari prenda el ulteriuras mesiras per sanar la societad u propona a la radunanza generala da prender talas mesiras, sche quai tutga en la cumpetenza da la radunanza generala. En cas da basegn inoltrescha el ina dumonda da moratori d’accumodament. Il cussegl d’administraziun agescha cun la prescha duida.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Perdita da chapitalArt. 725a Sche l’ultim quint annual mussa che las activas na cuvran, suenter la deducziun da las obligaziuns, betg pli la mesadad da la summa dal chapital d’aczias, da la reserva legala dal chapital che na dastga betg vegnir pajada enavos als acziunari sco er da la reserva legala dal gudogn, prenda il cussegl d’administraziun mesiras per eliminar la perdita da chapital. Sche necessari prenda el ulteriuras mesiras per sanar la societad u propona a la radunanza generala da prender talas mesiras, sche quai tutga en la cumpetenza da la radunanza generala. Sche la societad n’ha betg in post da revisiun, sto l’ultim quint annual ultra da quai vegnir suttamess ad in revisur admess per laschar far ina revisiun limitada, avant ch’el vegn approvà da la radunanza generala. Il cussegl d’administraziun nominescha il revisur admess. L’obligaziun da revisiun tenor l’alinea 2 scroda, sch’il cussegl d’administraziun inoltrescha ina dumonda da moratori d’accumodament. Il cussegl d’administraziun ed il post da revisiun u il revisur admess ageschan cun la prescha duida.Integrà tras la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  SurdebitaziunArt. 725b Sch’igl exista ina tema fundada che las obligaziuns da la societad na sajan betg pli cuvridas tras las activas, fa il cussegl d’administraziun immediatamain ina clusiun intermediara da las valurs d’explotaziun ed ina clusiun intermediara da las valurs d’alienaziun. D’ina clusiun intermediara da las valurs d’alienaziun poi vegnir desistì, sch’i dat motivs da supponer che l’activitad vegnia cuntinuada e sche la clusiun intermediara da las valurs d’explotaziun na mussa nagina surdebitaziun. Sch’i na dat nagins motivs da supponer che l’activitad vegnia cuntinuada, basta ina clusiun intermediara da las valurs d’alienaziun. Il cussegl d’administraziun lascha examinar las clusiuns intermediaras tras il post da revisiun u – en cas che la societad n’ha betg in post da revisiun – tras in revisur admess; el nominescha il revisur admess. Sche las duas clusiuns intermediaras mussan che la societad è surdebitada, infurmescha il cussegl d’administraziun la dretgira. Quella declera il concurs u proceda tenor l’artitgel 173a da la Lescha federala dals 11 d’avrigl 1889 davart la scussiun ed il concurs. La dretgira na sto betg vegnir infurmada:1. sche tscherts crediturs da la societad prorogheschan lur pretensiuns ed acceptan ch’els vegnian plazzads davos tut ils auters crediturs en la dimensiun da la surdebitaziun, uschenavant che la cessiun dal rang cumpiglia l’import debità e las pretensiuns da tschains durant la surdebitaziun; u2. uscheditg ch’i dat buns motivs da sperar che la surdebitaziun possia vegnir eliminada entaifer in termin adequat, il pli tard dentant 90 dis suenter che las clusiuns intermediaras controlladas èn avant maun, e che las pretensiuns dals crediturs na vegnian betg periclitadas supplementarmain. Sche la societad n’ha betg in post da revisiun, ha il revisur admess d’ademplir las obligaziuns d’annunzia dal post da revisiun che fa la controlla limitada. Il cussegl d’administraziun ed il post da revisiun u il revisur admess ageschan cun la prescha duida. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). SR 281.14.  Revalitaziun da bains immobigliars e da participaziunsArt. 725c Per eliminar ina perdita da chapital tenor l’artitgel 725a u ina surdebitaziun tenor l’artitgel 725b dastga, en cas nua che la valur reala da bains immobigliars u da participaziuns è s’augmentada sur ils custs d’acquisiziun u da producziun, lur valur vegnir augmentada maximalmain fin a questa plivalur. L’import da revalitaziun sto figurar separadamain en la reserva legala dal gudogn sco reserva da revalitaziun. La revalitaziun è mo admissibla, sch’il post da revisiun u – en cas che la societad n’ha betg in post da revisiun – in revisur admess conferma en scrit che las disposiziuns legalas vegnian observadas. La reserva da revalitaziun po vegnir dissolvida mo tras ina conversiun en chapital d’aczias u en chapital da participaziun, tras ina rectificaziun da la valur u tras l’alienaziun da las activas revalitadas. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VIII.  Revocaziun e suspensiunVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 726 Il cussegl d’administraziun po revocar da tut temp las giuntas, ils delegads, ils directurs ed auters mandataris ed incumbensads ch’ella ha nominà. Ils mandataris ed ils autorisads ch’èn vegnids nominads da la radunanza generala pon vegnir suspendids da tut temp da lur funcziuns tras il cussegl d’administraziun; quel sto dentant convocar immediatamain ina radunanza generala. Las pretensiuns d’indemnisaziun da las persunas ch’èn vegnidas revocadas u ch’èn vegnidas suspendidas da lur funcziuns restan resalvadas.C. Il post da revisiunVersiun tenor la cifra I 1 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).I.  Obligaziun da revisiun1.  Revisiun ordinariaArt. 727 Las suandantas societads ston laschar far in post da revisiun ina controlla ordinaria da lur quint annual ed eventualmain da lur quint dal concern:1. societads ch’èn avertas per il public, quai vul dir societads che:a. han quotà ils titels da participaziun ad ina bursa,b. han da pajar obligaziuns d’emprest,c. che contribueschan almain 20 pertschient da las activas u da la svieuta al quint dal concern d’ina societad tenor la litera a u b;2. societads che surpassan durant dus onns da gestiun consecutivs duas da las suandantas grondezzas:a. ina summa da bilantscha da 20 milliuns francs,b. in retgav da la svieuta da 40 milliuns francs,c. 250 plazzas a temp cumplain en la media annuala;3. societads che han l’obligaziun da cumpilar in quint dal concern. Sch’il rendaquint na vegn betg preschentà en francs, vegnan las valurs tenor l’alinea 1 cifra 2 fixadas sco suonda: per la summa da bilantscha sin basa dal curs da stgomi dal di da referenza da la bilantscha e per il retgav da la svieuta sin basa da la media annuala dal curs. Ina revisiun ordinaria sto vegnir fatga er, sche acziunaris che represchentan ensemen almain 10 pertschient dal chapital d’aczias, pretendan quai. Sche la lescha na pretenda betg ina revisiun ordinaria dal quint annual, pon ils statuts prevair u po la radunanza generala concluder ch’il quint annual vegnia suttamess ad ina controlla ordinaria. Versiun tenor la cifra 1 da la LF dals 17 da zer. 2011 (dretg da revisiun), en vigur dapi il 1. da schan. 2012 (AS 2011 5863; BBl 2008 159). Guardar er disp. trans. da questa midada. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Revisiun limitadaArt. 727a Sche las premissas per ina revisiun ordinaria n’èn betg dadas, sto la societad laschar far in post da revisiun ina controlla limitada da ses quint annual. Cun il consentiment da tut ils acziunaris poi vegnir renunzià a la revisiun limitada, sche la societad n’ha betg dapli che 10 plazzas a temp cumplain en la media annuala. Il cussegl d’administraziun po dumandar il consentiment dals acziunaris en scrit. Per la resposta po el fixar in termin d’almain 20 dis e render attent che quai valia sco consentiment, sche la dumonda na vegnia betg respundida. Sch’ils acziunaris han renunzià ad ina revisiun limitada, vala questa renunzia er per ils onns suandants. Mintga acziunari ha dentant il dretg da pretender in revisiun limitada il pli tard 10 dis avant la radunanza generala. En quest cas sto la radunanza generala eleger il post da revisiun. Sche necessari adatta il cussegl d’administraziun ils statuts ed annunzia al register da commerzi l’extincziun u l’inscripziun dal post da revisiun.II.  Pretensiuns al post da revisiun1.  En cas d’ina revisiun ordinariaArt. 727b Las societads ch’èn avertas per il public ston designar sco post da revisiun ina interpresa da revisiun che stat sut la surveglianza dal stadi tenor las prescripziuns da la Lescha federala dals 16 da december 2005 davart la surveglianza da la revisiun. Las controllas che ston – tenor las prescripziuns legalas – vegnir fatgas d’in revisur admess u d’in expert da revisiun admess, ston ellas medemamain laschar far d’ina interpresa da revisiun che stat sut la surveglianza dal stadi. Las ulteriuras societads che han l’obligaziun da far ina revisiun ordinaria ston designar sco post da revisiun in expert da revisiun admess tenor las prescripziuns da la Lescha federala dals 16 da december 2005 davart la surveglianza da la revisiun. Las controllas che ston – tenor las prescripziuns legalas – vegnir fatgas d’in revisur admess, ston ellas medemamain laschar far d’in expert da revisiun admess. SR 221.3022.  En cas d’ina revisiun limitadaArt. 727cLas societads che han l’obligaziun da far ina revisiun limitada ston designar sco post da revisiun in revisur admess tenor las prescripziuns da la Lescha federala dals 16 da december 2005 davart la surveglianza da la revisiun. SR 221.302III.  Revisiun ordinaria1.  Independenza dal post da revisiunArt. 728 Il post da revisiun sto esser independent e sto far ses giudicament da controlla en moda objectiva. L’independenza na dastga esser restrenschida ni effectivamain ni apparentamain. Betg cumpatibel cun l’independenza è en spezial:1. l’appartegnientscha en il cussegl d’administraziun, in’autra funcziun da decisiun en la societad u ina relaziun da lavur cun la societad;2. ina participaziun directa u ina participaziun indirecta impurtanta al chapital d’aczias ubain ina pretensiun u in debit considerabel vers la societad;3. in stretga relaziun tranter la persuna che maina la controlla ed in commember dal cussegl d’administraziun, in’autra persuna cun ina funcziun da decisiun u in acziunari impurtant;4. la cooperaziun a la contabilitad sco er la furniziun da prestaziuns che cuntegnan il privel da stuair controllar atgnas lavurs sco post da revisiun;5. la surpigliada d’ina incumbensa che chaschuna ina dependenza economica;6. la conclusiun d’in contract a cundiziuns che na correspundan betg al martgà u la conclusiun d’in contract, tras il qual il post da revisiun survegn in interess vi dal resultat da la controlla;7. l’acceptaziun da regals custaivels u d’avantatgs spezials. Las disposiziuns davart l’independenza valan per tut las persunas ch’èn participadas a la revisiun. Sch’il post da revisiun è ina societad da persunas u ina persuna giuridica, valan las disposiziuns davart l’independenza er per ils commembers da l’organ directiv u administrativ suprem e per autras persunas cun funcziuns da decisiun. Ils lavurants dal post da revisiun che n’èn betg participads a la revisiun na dastgan betg esser commembers dal cussegl d’administraziun da la societad che duai vegnir controllada ed er betg exequir in’autra funcziun da decisiun en questa societad. L’independenza n’è er betg dada, sche persunas che stattan en in stretga relaziun cun il post da revisiun, cun las persunas ch’èn participadas a la revisiun, cun ils commembers da l’organ directiv u administrativ suprem u cun autras persunas cun funcziuns da decisiun n’adempleschan betg las premissas d’independenza. Las disposiziuns davart l’independenza valan er per interpresas che vegnan controlladas da la societad u dal post da revisiun ubain che controlleschan la societad u il post da revisiun. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Incumbensas dal post da revisiuna.  Object e dimensiun da la controllaArt. 728a Il post da revisiun controllescha, sche:1. il quint annual ed eventualmain il quint dal concern correspundan a las prescripziuns legalas, als statuts ed a las reglas tschernidas;2. la proposta dal cussegl d’administraziun a la radunanza generala davart l’utilisaziun dal gudogn che resulta tras la bilantscha correspunda a las prescripziuns ed als statuts;3. igl exista in sistem da controlla intern;4. il rapport d’indemnisaziun da societads cun aczias quotadas ad ina bursa correspunda a las prescripziuns legalas ed als statuts. Faschond la controlla e fixond la dimensiun da quella, resguarda il post da revisiun il sistem da controlla intern. La gestiun dal cussegl d’administraziun n’è betg object da la controlla dal post da revisiun. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).b.  Rapport da revisiunArt. 728b Il post da revisiun suttametta al cussegl d’administraziun in rapport cumplessiv che cuntegna constataziuns davart il rendaquint, davart il sistem da controlla intern sco er davart l’execuziun e davart il resultat da la revisiun. Il post da revisiun suttametta a la radunanza generala in rapport en scrit che resumescha il resultat da la revisiun. Quest rapport cuntegna:1. ina posiziun davart il resultat da la controlla;2. indicaziuns davart l’independenza;3. indicaziuns davart la persuna che ha manà la revisiun e davart sias qualificaziuns professiunalas;4. ina recumandaziun, sch’il quint annual e sch’il quint dal concern possian vegnir acceptads cun u senza restricziuns ubain sch’els stoppian vegnir refusads. Tuts dus rapports ston vegnir suttascrits da la persuna che ha manà la revisiun.c.  Obligaziuns d’annunziaArt. 728c Sch’il post da revisiun constatescha cuntravenziuns cunter la lescha, cunter ils statuts u cunter il reglament d’organisaziun, annunzia el quai en scrit al cussegl d’administraziun. Plinavant infurmescha el la radunanza generala davart cuntravenziuns cunter la lescha u cunter ils statuts, sche:1. quellas èn grevas; u2. sch’il cussegl d’administraziun na prenda naginas mesiras adequatas sin basa da l’annunzia ch’il post da revisiun ha fatg en scrit. Sche la societad è evidentamain indebitada e sch’il cussegl d’administraziun tralascha d’annunziar quai, infurmescha il post da revisiun la dretgira.IV.  Revisiun limitada1.  Independenza dal post da revisiun Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 729 Il post da revisiun sto esser independent e sto far ses giudicament da controlla en moda objectiva. L’independenza na dastga esser restrenschida ni effectivamain ni apparentamain. La cooperaziun a la contabilitad sco er la furniziun d’autras prestaziuns per la societad che duai vegnir controllada èn admissiblas. Sch’i resulta il privel da stuair controllar atgnas lavurs, ston vegnir prendidas mesiras organisatoricas e persunalas adequatas per garantir ina controlla fidada.2.  Incumbensas dal post da revisiuna.  Object e dimensiun da la controllaArt. 729a Il post da revisiun controllescha, sch’igl èn avant maun fatgs che laschan concluder che:1. il quint annual na correspunda betg a las prescripziuns ed als statuts;2. la proposta dal cussegl d’administraziun a la radunanza generala davart l’utilisaziun dal gudogn che resulta tras la bilantscha na correspunda betg a las prescripziuns ed als statuts. La controlla sa restrenscha ad interrogaziuns, ad acts da controlla analitics sco er a controllas detagliadas adequatas. La gestiun dal cussegl d’administraziun n’è betg object da la controlla dal post da revisiun.b.  Rapport da revisiunArt. 729b Il post da revisiun suttametta a la radunanza generala in rapport en scrit che resumescha il resultat da la revisiun. Quest rapport cuntegna:1. ina infurmaziun davart la natira limitada da la revisiun;2. ina posiziun davart il resultat da la controlla;3. indicaziuns davart l’independenza ed eventualmain davart la cooperaziun a la contabilitad sco er davart la furniziun d’autras prestaziuns per la societad che duai vegnir controllada;4. indicaziuns davart la persuna che ha manà la revisiun e davart sias qualificaziuns professiunalas. Il rapport sto vegnir suttascrit da la persuna che ha manà la revisiun.c.  Obligaziun d’annunziaArt. 729cSche la societad è evidentamain indebitada e sch’il cussegl d’administraziun tralascha d’annunziar quai, infurmescha il post da revisiun la dretgira.V.  Disposiziuns cuminaivlas1.  Elecziun dal post da revisiunArt. 730 La radunanza generala elegia il post da revisiun. Sco post da revisiun pon vegnir elegidas ina u pliras persunas natiralas u giuridicas ubain societads da persunas. Las controllas da finanzas dal maun public u lur collavuraturs pon vegnir elegids sco post da revisiun, sch’els adempleschan las pretensiuns da questa lescha. Las prescripziuns davart l’independenza valan confurm al senn. Almain in commember dal post da revisiun sto avair en Svizra ses domicil, sia sedia u ina filiala ch’è inscritta en il register da commerzi.2.  Perioda d’uffizi dal post da revisiunArt. 730a Il post da revisiun vegn elegì per 1 fin 3 onns da gestiun. Ses uffizi finescha cun l’approvaziun da l’ultim quint annual. Ina reelecziun è pussaivla. En cas da la revisiun ordinaria dastga la persuna che maina la revisiun exequir quest mandat durant maximalmain 7 onns. Ella dastga surpigliar il medem mandat pir suenter ina interrupziun da 3 onns. Sch’in post da revisiun demissiunescha, sto el infurmar il cussegl d’administraziun davart ils motivs; quel communitgescha la demissiun a la proxima radunanza generala. La radunanza generala po revocar il post da revisiun mo per motivs impurtants. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Infurmaziuns e secretezzaArt. 730b Il cussegl d’administraziun surdat al post da revisiun tut ils documents sco er las infurmaziuns ch’el dovra per ademplir sias incumbensas; sin dumonda dat el las infurmaziuns er en scrit. Il post da revisiun mantegna il secret davart sias constataziuns, nun ch’el saja obligà tras lescha da communitgar quellas. En ses rapport, en sias annunzias ed en las infurmaziuns ch’el dat a la radunanza generala mantegna el ils secrets da fatschenta da la societad.4.  Documentaziun e conservaziun dals documentsArt. 730c Il post da revisiun sto documentar tut ils servetschs da revisiun e sto conservar ils rapports da revisiun sco er tut ils documents impurtants durant almain 10 onns. Las datas electronicas ston esser legiblas durant la medema perioda. Ils documents ston pussibilitar da controllar en moda effizienta, sche las prescripziuns legalas èn vegnidas observadas.5.  Approvaziun dal quint ed utilisaziun dal gudognArt. 731 En cas da societads ch’èn obligadas da laschar controllar in post da revisiun lur quint annual ed eventualmain lur quint dal concern, sto il rapport da revisiun esser avant maun, avant che la radunanza generala approvescha il quint annual ed il quint dal concern e concluda davart l’utilisaziun dal gudogn che resulta tras la bilantscha. En cas d’ina revisiun ordinaria, sto il post da revisiun esser preschent a la radunanza generala. Tras in conclus unanim po la radunanza generala renunziar a la preschientscha dal post da revisiun. Sch’il rapport da revisiun necessari n’è betg avant maun, èn ils conclus davart l’approvaziun dal quint annual e dal quint dal concern sco er davart l’utilisaziun dal gudogn che resulta tras la bilantscha nunvalaivels. Sche las disposiziuns davart la preschientscha dal post da revisiun vegnan violadas, pon quests conclus vegnir contestads.6.  Disposiziuns spezialasArt. 731a Ils statuts e la radunanza generala pon reglar pli detagliadamain l’organisaziun dal post da revisiun ed extender sias incumbensas. Al post da revisiun na dastgan vegnir surdadas ni incumbensas dal cussegl d’administraziun ni incumbensas che restrenschan sia independenza. La radunanza generala po nominar experts per laschar controllar la gestiun u singulas parts da la gestiun.D. Mancanzas en l’organisaziun da la societadIntegrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 731b In acziunari u in creditur po dumandar la dretgira da prender las mesiras necessarias, en cas che l’organisaziun da la societad ha las suandantas mancanzas:1. a la societad manca in dals organs prescrits;2. in dals organs da la societad prescrits n’è betg cumponì correctamain;3. la societad na maina betg tenor las prescripziuns il register da las aczias u la glista davart las persunas che han il dretg economic e ch’èn vegnidas annunziadas ad ella;4. la societad ha emess aczias al possessur senza avair quotà titels da participaziun a la bursa u senza avair concepì las aczias al possessur sco vaglias contabilisadas;5. la societad n’ha pli nagin domicil legal a sia sedia. La dretgira po en spezial:1. fixar a la societad in termin per restabilir il stadi legal, smanatschond da dissolver la societad;2. nominar l’organ mancant u in curatur;3. dissolver la societad ed ordinar sia liquidaziun tenor las prescripziuns davart il concurs. Sche la dretgira nominescha l’organ mancant u in curatur, fixescha ella la durada, per la quala la nominaziun è valaivla. Ella oblighescha la societad da surpigliar ils custs e da pajar ina provisiun a las persunas nominadas. En cas da motivs impurtants po la societad pretender da la dretgira ch’ella revocheschia persunas ch’ella ha nominà. Uschespert ch’ils liquidaturs incumbensads da liquidar la societad tenor las prescripziuns davart il concurs constateschan ina surdebitaziun, ston els infurmar la dretgira; quella declera il concurs. Versiun tenor la cifra II da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da schan. 2021, cifra 4 en vigur dapi il 1. da matg 2021 (AS 2019 3161, 2020 957; BBl 2019 279). Integrà tras la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da nov. 2019 (AS 2019 3161; BBl 2019 279). Integrà tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).Quart chapitel: Indemnisaziuns en societads cun aczias quotadas ad ina bursa Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023, art. 734f en vigur dapi il 1. da schan. 2021 (AS 2020 4005; 2022 109; BBl 2017 399).A.  Champ d’applicaziunArt. 732 Las disposiziuns da quest chapitel valan per societads cun aczias quotadas ad ina bursa. Autras societads pon prevair en lur statuts, che quest chapitel saja applitgabel per part u dal tuttafatg per ellas.Art. 732aAbolìB.  Cumissiun d’indemnisaziunArt. 733 La radunanza generala elegia individualmain ils commembers da la cumissiun d’indemnisaziun. Elegibels èn mo commembers dal cussegl d’administraziun. La durada d’uffizi finescha cun la conclusiun da la proxima radunanza generala ordinaria. La reelecziun è pussaivla. Sche la cumissiun d’indemnisaziun n’è betg occupada cumplettamain, nominescha il cussegl d’administraziun ils commembers mancants per la durada d’uffizi restanta. Ils statuts pon prevair autras reglas per eliminar questa mancanza organisatorica. Ils statuts reglan ils princips concernent las incumbensas e concernent las cumpetenzas da la cumissiun d’indemnisaziun.C.  Rapport d’indemnisaziunI.  En generalArt. 734 Il cussegl d’administraziun redigia mintga onn in rapport d’indemnisaziun en scrit. Las disposiziuns dal trentadusavel titel davart ils princips dal rendaquint regular, da la preschentaziun, da la valuta e da la lingua sco er da la gestiun e da la conservaziun dals cudeschs da fatschenta èn applitgablas analogamain per il rapport d’indemnisaziun. Per communitgar e per publitgar il rapport d’indemnisaziun èn applitgablas analogamain las disposiziuns davart la communicaziun e davart la publicaziun dal rapport da gestiun.II.  Indemnisaziuns al cussegl d’administraziun, a la direcziun ed al cussegl consultativArt. 734a En il rapport d’indemnisaziun ston vegnir inditgadas tut las indemnisaziuns che la societad ha pajà directamain u indirectamain:1. a commembers actuals dal cussegl d’administraziun;2. a commembers actuals da la direcziun;3. a commembers actuals dal cussegl consultativ;4. ad anteriurs commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ, sche las indemnisaziuns han in connex cun l’anteriura activitad sco organ da la societad; exceptadas èn prestaziuns dal provediment professiunal. Sco indemnisaziuns valan en spezial:1. onuraris, salaris e bunificaziuns;2. tantiemas, participaziuns a la svieuta ed autras participaziuns al resultat da la fatschenta;3. prestaziuns da servetsch e prestaziuns materialas;4. l’attribuziun da titels da participaziun sco er da dretgs da conversiun e d’opziun;5. premias d’entrada;6. garanzias, obligaziuns da garanzia, constituziuns da pegns ed autras segirezzas;7. la renunzia a pretensiuns;8. expensas che constitueschan u augmentan ils dretgs da survegnir prestaziuns da provediment;9. tut las prestaziuns per lavurs supplementaras;10. indemnisaziuns en connex cun scumonds da concurrenza. Las indicaziuns davart las indemnisaziuns cumpiglian:1. l’import total che vegn pajà al cussegl d’administraziun e l’import che vegn pajà a mintga commember, inditgond il num e la funcziun dal commember respectiv;2. l’import total che vegn pajà a la direcziun e l’import il pli aut che vegn pajà ad in singul commember, inditgond il num e la funcziun dal commember respectiv;3. l’import total che vegn pajà al cussegl consultativ e l’import che vegn pajà a mintga commember, inditgond il num e la funcziun dal commember respectiv;4. eventualmain ils nums e las funcziuns dals commembers da la direcziun che han survegnì pajaments supplementars.III.  Emprests e credits al cussegl d’administraziun, a la direcziun ed al cussegl consultativArt. 734b En il rapport d’indemnisaziun ston vegnir inditgads:1. ils emprests ed ils credits betg anc restituids, ch’eran vegnids concedids als commembers actuals dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ;2. ils emprests ed ils credits betg anc restituids, ch’eran vegnids concedids sut cundiziuns betg usitadas sin il martgà ad anteriurs commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ. Per las indicaziuns davart ils emprests e davart ils credits vala l’artitgel 734a alinea 3 analogamain.IV.  Indemnisaziuns, emprests e credits a persunas cun ina stretga relaziunArt. 734c En il rapport d’indemnisaziun stoi vegnir inditgà separadamain:1. las indemnisaziuns betg usitadas sin il martgà, che la societad ha pajà directamain u indirectamain a persunas che han ina stretga relaziun cun commembers actuals u anteriurs dal cussegl d’administraziun, da la direcziun u dal cussegl consultativ;2. ils emprests ed ils credits betg anc restituids, ch’eran vegnids concedids sut cundiziuns betg usitadas sin il martgà a persunas che han ina stretga relaziun cun commembers actuals u anteriurs dal cussegl d’administraziun, da la direcziun u dal cussegl consultativ. Ils nums da las persunas cun ina stretga relaziun na ston betg vegnir inditgads. Dal rest vegnan applitgadas las prescripziuns concernent las indicaziuns davart las indemnisaziuns, davart ils emprests e davart ils credits che vegnan pajads a commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ.V.  Dretgs da participaziun ed opziuns sin tals dretgsArt. 734dEn il rapport d’indemnisaziun ston vegnir inditgads ils dretgs da participaziun a la societad sco er las opziuns sin tals dretgs, e quai da mintga commember actual dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ, inclusiv las persunas che han ina stretga relaziun cun quests commembers, inditgond il num e la funcziun dals commembers respectivs.VI.  Activitads tar autras interpresasArt. 734e Il rapport d’indemnisaziun menziunescha las funcziuns tenor l’artitgel 626 alinea 2 cifra 1, ch’ils commembers dal cussegl d’administraziun, da la direcziun e dal cussegl administrativ exequeschan en autras interpresas. Las indicaziuns cuntegnan il num dal commember, la designaziun da l’interpresa e la funcziun exequida.VII.  Represchentanza da las schlattainas en il cussegl d’administraziun ed en la direcziunArt. 734fSch’ina schlattaina n’è betg represchentada cun almain 30 pertschient en il cussegl d’administraziun e cun almain 20 pertschient en la direcziun, stoi vegnir inditgà il suandant en il rapport d’indemnisaziun da societads che surpassan las valurs tenor l’artitgel 727 alinea 1 cifra 2:1. ils motivs, pertge che las schlattainas n’èn betg represchentadas sco previs; e2. las mesiras per promover la schlattaina ch’è sutrepreschentada. Guardar er art. 4 da las disp. trans. da la midada dals 19 da zer. 2020 a la fin dal text.D.  Votaziuns da la radunanza generalaI.  IndemnisaziunsArt. 735 La radunanza generala votescha davart las indemnisaziuns che la societad paja directamain u indirectamain al cussegl d’administraziun, a la direcziun u al cussegl consultativ. Ils statuts reglan ils detagls da la votaziun. Els pon reglar, co ch’i duai vegnir procedì, sche la radunanza generala refusa las indemnisaziuns. Las suandantas reglas ston vegnir observadas:1. la radunanza generala votescha annualmain davart las indemnisaziuns;2. la radunanza generala votescha separadamain davart l’import total da las indemnisaziuns dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ;3. la votaziun da la radunanza generala ha in effect liant;4. sch’i vegn votà en moda prospectiva davart indemnisaziuns variablas, sto il rapport d’indemnisaziun vegnir suttamess a la votaziun consultativa da la radunanza generala.II.  Import supplementar per la direcziunArt. 735a Per il cas che la radunanza generala votescha en moda prospectiva davart las indemnisaziuns da la direcziun, pon ils statuts prevair in import supplementar per indemnisar commembers da la direcziun che vegnan nominads da nov suenter la votaziun. L’import supplementar dastga vegnir duvrà mo, sche l’import total concludì da la radunanza generala per indemnisar la direcziun na basta betg per indemnisar ils novs commembers fin a la proxima votaziun da la radunanza generala. La radunanza generala na votescha betg davart l’import supplementar duvrà.E.  Durada dals contractsArt. 735b La durada dals contracts che prevesan las indemnisaziuns dals commembers dal cussegl d’administraziun, na dastga betg surpassar la durada d’uffizi. La durada dals contracts da durada limitada ed il termin da desditga dals contracts da durada illimitada, che prevesan las indemnisaziuns dals commembers da la direcziun e dal cussegl consultativ, dastgan importar maximalmain 1 onn.F.  Indemnisaziuns scumandadasI.  En la societadArt. 735cLas suandantas indemnisaziuns a commembers actuals u anteriurs dal cussegl d’administraziun, da la direcziun u dal cussegl consultativ u a persunas che han ina stretga relaziun cun els, èn scumandadas:1. indemnisaziuns da partenza ch’èn fixadas tras contract u previsas en ils statuts; las indemnisaziuns ch’èn debitadas fin a la scadenza dals contracts na valan betg sco indemnisaziuns da partenza;2. indemnisaziuns sin basa d’in scumond da concurrenza, sch’ellas surpassan la media da las indemnisaziuns dals ultims 3 onns da gestiun, u indemnisaziuns sin basa d’in scumond da concurrenza che n’è betg motivà tras l’utilisaziun commerziala;3. indemnisaziuns betg usitadas sin il martgà en connex cun in’anteriura activitad sco organ da la societad;4. premias d’entrada che na cumpenseschan nagin dischavantatg finanzial cumprovabel;5. indemnisaziuns pajadas anticipadamain;6. provisiuns per surpigliar u per transferir interpresas u parts d’interpresas;7. emprests, credits, prestaziuns da provediment ordaifer il provediment professiunal ed indemnisaziuns dependentas dal success, sche lur princips n’èn betg previs en ils statuts;8. l’attribuziun da titels da participaziun sco er da dretgs da conversiun e d’opziun, sche lur princips n’èn betg previs en ils statuts.II.  En il concernArt. 735dIgl è scumandà da pajar indemnisaziuns a commembers dal cussegl d’administraziun, da la direcziun e dal cussegl consultativ u a persunas che han ina stretga relaziun cun els per activitads en interpresas che vegnan controlladas da la societad, sche questas indemnisaziuns:1. fissan scumandadas, sch’ellas vegnissan pajadas directamain da la societad;2. n’èn betg previsas en ils statuts da la societad; u3. n’èn betg vegnidas approvadas da la radunanza generala da la societad.Tschintgavel chapitel:  Dissoluziun da la societad anonimaA.  Dissoluziun en generalI.  MotivsArt. 736 La societad vegn dissolvida:1. a norma dals statuts;2. tras in conclus da la radunanza generala che sto vegnir documentà publicamain;3. tras la decleraziun dal concurs;4. tras ina sentenzia giudiziala, sche acziunaris che represchentan ensemen almain 10 pertschient dal chapital d’aczias u da las vuschs, pretendan la dissoluziun per motivs impurtants;5. en ils ulteriurs cas ch’èn previs da la lescha. En cas d’in plant sin dissoluziun per motivs impurtants po la dretgira – empè da pronunziar la dissoluziun – ordinar in’autra soluziun adequata ed acceptabla per ils participads. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Inscripziun en il register da commerziArt. 737 La dissoluziun d’ina societad sto vegnir inscritta en il register da commerzi. En cas d’ina dissoluziun tras sentenzia sto la dretgira infurmar immediatamain l’uffizi dal register da commerzi. Sche la societad vegn dissolvida per auters motivs, sto la societad infurmar l’uffizi dal register da commerzi.Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  ConsequenzasArt. 738La societad dissolvida entra en liquidaziun, cun resalva dals cas da la fusiun, da la spartiziun e dal transferiment da sia facultad ad ina corporaziun da dretg public. Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, en vigur dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).B.  Dissoluziun cun liquidaziunI.  Stadi da la liquidaziun, cumpetenzasArt. 739 Sche la societad entra en liquidaziun, mantegna ella sia persunalitad giuridica e maina sia firma existenta, dentant cun il supplement «en liquidaziun», fin che er las differenzas cun ils acziunaris èn regladas. Cun l’entrada da la liquidaziun vegnan las cumpetenzas dals organs da la societad restrenschidas a quels acts ch’èn necessaris per exequir la liquidaziun, che na pon dentant – pervia da lur natira – betg vegnir exequids dals liquidaturs.II.  Nominaziun e revocaziun dals liquidaturs1.  NominaziunVersiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Art. 740 La liquidaziun vegn procurada dal cussegl d’administraziun, nun ch’ils statuts u ch’in conclus da la radunanza generala la transfereschia ad autras persunas. Ils liquidaturs ston vegnir annunziads dal cussegl d’administraziun per l’inscripziun en il register da commerzi, er sch’il cussegl d’administraziun procura la liquidaziun. Almain in dals liquidaturs sto esser domicilià en Svizra ed avair il dretg da represchentar la societad. Sche la societad vegn dissolvida tras ina sentenzia giudiziala, nominescha la dretgira ils liquidaturs.  En cas da concurs procura l’administraziun da concurs la liquidaziun tenor las prescripziuns dal dretg da concurs. Ils organs da la societad mantegnan l’autorisaziun da represchentanza mo, sch’ina represchentanza da lur vart è anc necessaria.Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).2.  RevocaziunArt. 741 La radunanza generala po revocar da tut temp ils liquidaturs ch’ella ha nominà. Sin dumonda d’in acziunari e per motivs impurtants po la dretgira revocar ils liquidaturs e numnar auters, sche quai fa da basegn.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).III.  Activitad dals liquidaturs1.  Bilantscha, clom da quintsArt. 742 Cur ch’els surpiglian lur uffizi, han ils liquidaturs da far ina bilantscha. Ils crediturs ston vegnir infurmads davart la dissoluziun da la societad e vegnir envidads d’annunziar lur pretensiuns tras ina communicaziun speziala, sch’els èn menziunads en ils cudeschs da fatschenta u sch’els èn enconuschents autramain, respectivamain tras ina publicaziun uffiziala en il Fegl uffizial svizzer da commerzi ed ultra da quai en la furma ch’è previsa en ils statuts, sch’els èn nunenconuschents u sche lur domicil è nunenconuschent.2.  Ulteriuras incumbensasArt. 743 Ils liquidaturs ston terminar las fatschentas currentas, incassar – en cas da basegn – imports d’aczias che n’èn betg anc vegnids pajads, reutilisar las activas ed ademplir las obligaziuns da la societad, nun che la bilantscha e ch’il clom da quints chaschunian ina surdebitaziun. Uschespert ch’els constateschan ina surdebitaziun, han els d’infurmar la dretgira; quella ha da declerar il concurs. Els ston represchentar la societad en ils acts giuridics che tutgan tar la liquidaziun e pon far process, enclegientschas e contracts da cumpromiss e – sche necessari – er novas fatschentas per la societad. Els dastgan er vender las activas a maun liber, nun che la radunanza generala haja ordinà insatge auter. En cas che la liquidaziun dura pli ditg, ston els far mintga onn clusiuns intermediaras. La societad è responsabla per il donn che resulta tras acts illegals ch’in liquidatur commetta, exequind sias fatschentas.3.  Protecziun dals creditursArt. 744 Sche crediturs enconuschents n’èn betg s’annunziads, sto l’import da lur pretensiuns vegnir deponì tar la dretgira. Medemamain stoi vegnir deponì in import correspundent per las obligaziuns da la societad che n’èn betg anc da pajar e per las obligaziuns dispitaivlas, nun ch’i vegnia dà als crediturs ina segirezza equivalenta u che la repartiziun da la facultad da la societad vegnia suspendida, fin che questas obligaziuns èn ademplidas.4.  Repartiziun da la facultadArt. 745 Suenter ch’ils debits èn pajads, vegn repartida la facultad da la societad dissolvida sin ils acziunaris a norma dals imports ch’èn vegnids pajads e resguardond ils privilegis da singulas categorias d’aczias, nun ch’ils statuts disponian insatge auter. La repartiziun dastga vegnir fatga il pli baud suenter la scadenza dad 1 onn, quintà a partir dal di ch’il clom da quints è vegnì publitgà. Ina repartiziun dastga vegnir fatga gia suenter la scadenza da 3 mais, sch’in expert da revisiun admess conferma ch’ils debits sajan pajads e ch’i possia – tenor las circumstanzas – vegnir supponì che nagins interess da terzas persunas vegnian periclitads.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).IV.  Extincziun en il register da commerziArt. 746Suenter che la liquidaziun è finida, ston ils liquidaturs annunziar l’extincziun da la firma a l’uffizi dal register da commerzi.V.  Conservaziun dal register da las aczias, dals cudeschs da fatschenta e da la glistaArt. 747 Il register da las aczias, ils cudeschs da fatschenta e la glista tenor l’artitgel 697l sco er ils mussaments che resultan da tala ston vegnir conservads en in lieu segir durant 10 onns suenter l’extincziun da la societad. Quest lieu vegn designà dals liquidaturs u – sche quels na vegnan betg da sa cunvegnir – da l’uffizi dal register da commerzi. Il register da las aczias sco er la glista ston vegnir conservads uschia, ch’igl è pussaivel d’acceder da tut temp a tals en Svizra. Versiun tenor la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).C.  Dissoluziun senza liquidaziunI.Art. 748–750 Abolì tras la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, cun effect dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).II.  Surpigliada tras ina corporaziun da dretg publicArt. 751 Sche la facultad d’ina societad anonima vegn surpigliada da la Confederaziun, d’in chantun u – cun la garanzia dal chantun – d’in district u d’ina vischnanca, po la liquidaziun vegnir exclusa cun il consentiment da la radunanza generala. Il conclus da la radunanza generala sto vegnir prendì tenor las prescripziuns davart la dissoluziun e sto vegnir annunzià a l’uffizi dal register da commerzi. Cun l’inscripziun da quest conclus è ademplì il transferiment da la facultad da la societad, inclusiv ils debits, e la firma da la societad sto vegnir extinguida.Sisavel chapitel:  ResponsabladadA.  ResponsabladadI.  ...Art. 752Abolì tras la cifra 1 da l’agiunta da la LF dals 15 da zer. 2018 davart ils servetschs finanziars, cun effect dapi il 1. da schan. 2020 (AS 2019 4417; BBl 2015 8901).II.  Per la fundaziunArt. 753Ils fundaturs, ils commembers dal cussegl d’administraziun e tut las persunas che coopereschan a la fundaziun, daventan responsabels tant vers la societad sco er vers ils singuls acziunaris e crediturs da la societad per il donn, sch’els:1. inditgeschan en moda incorrecta u engianaivla, taschentan u zuppentan – intenziunadamain u per negligientscha – apports en natiralias u la concessiun d’avantatgs spezials a favur d’acziunaris e d’autras persunas en ils statuts, en in rapport da fundaziun u en in rapport davart l’augment dal chapital, ubain cuntrafan en autra moda a la lescha a chaschun da l’approvaziun d’ina tala mesira;2. fan inscriver intenziunadamain u per negligientscha la societad en il register da commerzi sin basa d’ina attestaziun u d’in document che cuntegnan indicaziuns faussas;3. contribueschan sapientivamain al fatg che suttascripziuns da persunas insolventas vegnan acceptadas.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Per l’administraziun, per la gestiun e per la liquidaziunArt. 754 Ils commembers dal cussegl d’administraziun e tut las persunas ch’èn occupadas cun la gestiun u cun la liquidaziun èn responsabels tant vers la societad sco er vers ils singuls acziunaris e crediturs da la societad per il donn ch’els chaschunan, violond intenziunadamain u per negligientscha lur obligaziuns. Tgi che transferescha en moda legala l’adempliment d’ina incumbensa ad in auter organ, è responsabel per il donn che quest organ chaschuna, nun ch’el cumprovia ch’el haja agì cun tut il quità che vegn pretendì da las circumstanzas en quai che reguarda la tscherna, l’instrucziun e la surveglianza da quest organ.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).IV.  Per la revisiunArt. 755 Tut las persunas ch’èn occupadas cun la controlla dal quint annual e dal quint dal concern, cun la fundaziun, cun l’augment u cun la reducziun dal chapital èn responsablas tant vers la societad sco er vers ils singuls acziunaris e crediturs da la societad per il donn ch’ellas chaschunan, violond intenziunadamain u per negligientscha lur obligaziuns. Sche la controlla è vegnida fatga d’ina controlla da finanzas dal maun public u d’in da ses collavuraturs, è responsabla l’instituziun publica respectiva. Il regress a las persunas ch’èn stadas participadas a la controlla sa drizza tenor il dretg public.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).B.  Donn chaschunà a la societadI.  Pretensiuns ordaifer il concursArt. 756 Ultra da la societad han er ils singuls acziunaris il dretg da purtar plant sin ina indemnisaziun dal donn ch’è vegnì chaschunà a la societad. L’acziunari po mo purtar plant sin ina prestaziun a la societad. La radunanza generala po decider che la societad inoltreschia il plant. Ella po incumbensar il cussegl d’administraziun u in represchentant da manar il process.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Pretensiuns en il concursArt. 757 En il concurs da la societad donnegiada han er ils crediturs da la societad il dretg da pretender ina indemnisaziun dal donn a favur da la societad. L’emprim ha dentant l’administraziun da concurs il dretg da far valair las pretensiuns dals acziunaris e dals crediturs da la societad. Sche l’administraziun da concurs desista da far valair questas pretensiuns, po mintga acziunari u creditur far valair quellas. Il retgav vegn utilisà l’emprim per cuvrir las pretensiuns dals crediturs accusants tenor las disposiziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs. Al surpli sa participeschan ils acziunaris accusants en la dimensiun da lur participaziun a la societad; il rest tutga a la massa da concurs. Resalvada resta la cessiun da pretensiuns da la societad tenor l’artitgel 260 da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs. Las pretensiuns dals crediturs da la societad che han acceptà ch’els vegnian plazzads davos tut ils auters crediturs, na vegnan betg resguardadas per calcular il donn da la societad.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).SR 281.1 Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Effect dal conclus da distgargiaArt. 758 Il conclus da distgargia da la radunanza generala vala mo per fatgs enconuschents ed ha mo in effect vers la societad sco er vers ils acziunaris che han approvà quest conclus u che han acquistà dapi lura las aczias, enconuschend il conclus. Il dretg dals ulteriurs acziunaris da purtar plant extingua 12 mais suenter il conclus da distgargia. Il termin è suspendì durant la procedura sin ordinaziun d’ina examinaziun speziala e durant la realisaziun da questa examinaziun.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Solidaritad e regressArt. 759 Sche pliras persunas èn responsablas per in donn, sto mintgina dad ellas star buna en moda solidarica cun las autras, uschenavant ch’il donn po vegnir adossà persunalmain ad ella sin basa da sia atgna culpa e sin basa da las circumstanzas. L’accusader po purtar plant cunter plirs participads per l’entir donn e pretender che la dretgira fixeschia en la medema procedura l’obligaziun da cumpensaziun da mintga singul accusà. La dretgira fixescha il regress tranter plirs participads, tegnend quint da tut las circumstanzas.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).D.  SurannaziunArt. 760 Il dretg sin indemnisaziun cunter las persunas responsablas tenor las disposiziuns qua survart surannescha suenter 5 onns a partir dal di che la persuna donnegiada è vegnida a savair dal donn e da la persuna che sto pajar l’indemnisaziun, en mintga cas dentant suenter 10 onns quintà a partir dal di ch’il cumportament donnegiant ha gì lieu u è vegnì terminà. Il termin è suspendì durant la procedura sin ordinaziun d’ina examinaziun speziala e durant la realisaziun da questa examinaziun. Sche la persuna responsabla ha commess in malfatg tras ses cumportament donnegiant, surannescha il dretg d’indemnisaziun il pli baud cun l’entrada da la surannaziun da la persecuziun penala. Sche la surannaziun da la persecuziun penala n’entra betg pli en consequenza d’ina sentenzia penala da l’emprima instanza, surannescha il dretg il pli baud 3 onns suenter la communicaziun da la sentenzia. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 761 Abolì tras la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, cun effect dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).Settavel chapitel:  Participaziun da corporaziuns da dretg publicArt. 762 Sch’ina corporaziun da dretg public sco la Confederaziun, in chantun, in district u ina vischnanca ha in interess public vi d’ina societad anonima, pon ils statuts da la societad conceder a la corporaziun il dretg da delegar represchentants en il cussegl d’administraziun u en il post da revisiun, er sche la corporaziun n’è betg acziunaria. En cas da talas societads sco er en cas dad interpresas semiprivatas, a las qualas ina corporaziun da dretg public è participada sco acziunaria, ha mo questa corporaziun sezza il dretg da revocar ils commembers dal cussegl d’administraziun e dal post da revisiun ch’ella ha delegà. Ils commembers dal cussegl d’administraziun e dal post da revisiun ch’èn vegnids delegads d’ina corporaziun da dretg public han ils medems dretgs e las medemas obligaziuns sco quels ch’èn vegnids elegids da la radunanza generala. Per ils commembers ch’èn vegnids delegads d’ina corporaziun da dretg public è la corporaziun responsabla vers la societad, vers ils acziunaris e vers ils crediturs, cun resalva dal regress tenor il dretg federal e chantunal. Il dretg da las corporaziuns da dretg public da delegar represchentants en il cussegl d’administraziun u da revocar tals, vala er per societads cun aczias quotadas ad ina bursa.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).Expressiun tenor la cifra II 2 da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Questa midada è resguardada en l’entir decret.Versiun tenor la cifra I da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Otgavel chapitel:  Instituziuns da dretg public che n’èn betg suttamessas a questa leschaArt. 763 En cas ch’il chantun surpiglia la responsabladad subsidiara per las obligaziuns da societads e d’instituziuns sco bancas, assicuranzas u interpresas d’electricitad ch’èn vegnidas fundadas tras leschas chantunalas spezialas e che vegnan administradas en cooperaziun cun autoritads publicas, na vegnan las disposiziuns davart la societad anonima er alura betg applitgadas, sch’il chapital è dividì dal tuttafatg u per part en aczias e sch’el vegn furnì cun la participaziun da persunas privatas. Per societads e per instituziuns ch’èn vegnidas fundadas tras leschas chantunalas spezialas avant il 1. da schaner 1883 e che vegnan administradas en cooperaziun cun autoritads publicas, na vegnan las disposiziuns davart la societad anonima er alura betg applitgadas, sch’il chantun na surpiglia betg la responsabladad subsidiara per las obligaziuns.Ventgasettavel titel:  La societad acziunara commanditaraA.  NoziunArt. 764 La societad acziunara commanditara è ina societad, da la quala il chapital è dividì en aczias e tar la quala in u plirs commembers èn responsabels illimitadamain e solidaricamain vers ils crediturs da la societad, sumegliantamain als societaris d’ina societad collectiva. Per la societad acziunara commanditara vegnan applitgadas las disposiziuns davart la societad anonima, nun ch’i saja previs insatge auter. Sch’in chapital da commandita na vegn betg dividì en aczias, mabain en parts che reglan mo la mesira da la participaziun da plirs commanditaris, valan las prescripziuns davart la societad commanditara.B.  AdministraziunI.  Designaziun e cumpetenzasArt. 765 Ils commembers che stattan buns illimitadamain furman l’administraziun da la societad acziunara commanditara. Els han la cumpetenza da l’administrar e da la represchentar. Lur nums ston esser inditgads en ils statuts. ... Per midar il dumber dals commembers che stattan buns illimitadamain dovri il consentiment dals auters commembers che fan part da l’administraziun sco er ina midada dals statuts. Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Consentiment als conclus da la radunanza generalaArt. 766Conclus da la radunanza generala davart la midada da l’intent da la societad, davart l’extensiun u davart la reducziun dal sectur da fatschenta e davart la cuntinuaziun da la societad sur il temp ch’è fixà en ils statuts or dovran il consentiment dals commembers da l’administraziun.III.  Retratga da la gestiun e da la represchentanzaArt. 767 La gestiun e la represchentanza pon vegnir retratgas dals commembers da l’administraziun sut las cundiziuns che valan per la societad collectiva. Cun la retratga finescha er la responsabladad illimitada dal commember per las obligaziuns da la societad ch’i vegn pir a dar.C.  Post da surveglianzaI.  Nominaziun e cumpetenzasArt. 768 La controlla, en cumbinaziun cun la surveglianza permanenta da la gestiun, sto vegnir surdada ad in post da surveglianza, al qual i pon vegnir attribuidas ulteriuras incumbensas tras ils statuts. Ils commembers da l’administraziun n’han nagin dretg da votar tar la nominaziun dal post da surveglianza. Ils commembers dal post da surveglianza ston vegnir inscrits en il register da commerzi.II.  Plant da responsabladadArt. 769 En num da la societad po il post da surveglianza pretender pled e fatg dals commembers da l’administraziun ed als accusar davant dretgira. En cas d’in cumportament malign da commembers da l’administraziun ha il post da surveglianza er alura il dretg d’als accusar, sch’in conclus da la radunanza generala s’oppona a quai.D.  DissoluziunArt. 770 La societad prenda ina fin cun l’extrada, cun la mort, cun l’inabilitad d’agir u cun il concurs da tut ils societaris cun responsabladad illimitada. Per dissolver la societad acziunara commanditara valan dal rest las medemas prescripziuns sco per dissolver ina societad anonima; la radunanza generala na po dentant betg decider ina dissoluziun avant il termin ch’è fixà en ils statuts senza il consentiment da l’administraziun. ... Abolì tras la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, cun effect dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).E.  DisditgaArt. 771 Il societari che stat bun illimitadamain ha il medem dretg da disditga sco il societari collectiv. Sch’in da plirs societaris che stattan buns illimitadamain fa diever da ses dretg da disditga, vegn la societad cuntinuada dals auters, nun ch’ils statuts disponian autramain.Ventgotgavel titel: La societad cun responsabladad limitadaVersiun tenor la cifra I 2 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Emprim chapitel:  Disposiziuns generalasA.  NoziunArt. 772 La societad cun responsabladad limitada è ina societad da chapital che sa referescha ad ina persuna ed a la quala ina u pliras persunas u societads commerzialas èn participadas. Ses chapital da basa è fixà en ils statuts. Responsabla per ses debits è unicamain la facultad da la societad. Ils societaris èn participads al chapital da basa cun mintgamai almain ina quota da basa. Ils statuts pon preveder per els in’obligaziun da far pajaments supplementars u da furnir prestaziuns accessoricas.B.  Chapital da basaArt. 773 Il chapital da basa importa almain 20 000 francs. Admissibel è er in chapital da basa en la valuta estra la pli impurtanta per l’activitad commerziala. Las disposiziuns dal dretg d’aczias davart il chapital d’aczias en ina valuta estra vegnan applitgadas analogamain. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Quotas da basaArt. 774 Las quotas da basa han ina valur nominala ch’è pli gronda che nulla. Las quotas da basa ston vegnir emessas almain a la valur nominala. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  Certificats da giudidaArt. 774aIls statuts pon preveder l’emissiun da certificats da giudida; las prescripziuns dal dretg d’aczias èn applitgablas correspundentamain.E.  ...Art. 775 Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).F.  StatutsI.  Disposiziuns prescrittas da la leschaArt. 776Ils statuts ston cuntegnair disposiziuns davart:1. la firma e la sedia da la societad;2. l’intent da la societad;3. l’import dal chapital da basa sco er il dumber e la valur nominala da las quotas da basa;4. la furma da las communicaziuns da la societad a ses societaris. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  ...Art. 776a Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).G.  FundaziunI.  Act da constituziunArt. 777 La societad vegn constituida cun in document public, en il qual ils fundaturs decleran da constituir ina societad cun responsabladad limitada, determineschan ils statuts e nomineschan ils organs. En quest act da constituziun suttascrivan ils fundaturs las quotas da basa e constateschan:1. che tut las quotas da basa èn suttascrittas en moda valaivla;2. ch’ils apports correspundan a l’entir import d’emissiun;3. ch’ils apports adempleschan las pretensiuns legalas e statutaras il mument da la suttascripziun da l’act da constituziun;4. ch’els acceptan l’obligaziun statutara da far pajaments supplementars u da furnir prestaziuns accessoricas;5. ch’i n’existan nagins apports en natiralias, naginas cumpensaziuns da credits u avantatgs spezials, auter che quellas e quels numnads en ils mussaments. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi) (AS 2020 957; BBl 2015 3617). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Suttascripziun da las quotas da basaArt. 777a Per che la suttascripziun da las quotas da basa saja valaivla, ston vegnir inditgads il dumber, la valur nominala, l’import d’emissiun sco eventualmain er la categoria da las quotas da basa. En il document davart la suttascripziun stoi vegnir renvià a las disposiziuns statutaras davart:1. las obligaziuns da far pajaments supplementars;2. las obligaziuns da furnir prestaziuns accessoricas;3. ils scumonds per ils societaris da far concurrenza;4. ils dretgs da preferenza, ils dretgs da precumpra u ils dretgs da cumpra dals societaris u da la societad;5. ils chastis convenziunals.III.  MussamentsArt. 777b Il funcziunari da documentaziun sto numnar en l’act da constituziun tut ils singuls mussaments concernent la fundaziun e confermar che quels sajan stads avant maun ad el sco er als fundaturs. A l’act da constituziun ston vegnir agiuntads ils suandants documents:1. ils statuts;2. il rapport da fundaziun;3. la conferma da verificaziun;4. la conferma davart il deposit d’apports en daners;5. ils contracts d’apports en natiralias;6. ... Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  ApportsArt. 777c A chaschun da la fundaziun stoi vegnir pajà per mintga quota da basa in apport che correspunda cumplettamain a l’import d’emissiun. Dal rest vegnan applitgadas correspundentamain las prescripziuns dal dretg d’aczias per:1. l’indicaziun dals apports en natiralias, da las scuntradas e dals avantatgs spezials en ils statuts;2. ...3. la prestaziun e la verificaziun dals apports. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).H.  Inscripziun en il register da commerziI.  SocietadArt. 778La societad sto vegnir inscritta en il register da commerzi dal lieu, nua ch’ella ha sia sedia.II.  ...Art. 778a Abolì tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), cun effect dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).J.  Acquist da la persunalitadI.  Termin; mancanza da premissasArt. 779 La societad survegn la persunalitad giuridica cun l’inscripziun en il register da commerzi. Ella survegn la persunalitad giuridica er, sche las premissas per l’inscripziun n’èn effectivamain betg ademplidas. Sch’i n’eran betg ademplidas tschertas premissas legalas u statutaras a chaschun da la fundaziun e sch’igl èn vegnids periclitads u violads tras quai en moda considerabla ils interess dals crediturs u dals societaris, po la dretgira – sin dumonda d’ina da questas persunas – disponer la dissoluziun da la societad. Il dretg da purtar plant extingua 3 mais suenter la publicaziun da la fundaziun da la societad en il Fegl uffizial svizzer da commerzi.II.  Obligaziuns surpigliadas avant l’inscripziunArt. 779a Las persunas che ageschan en num da la societad avant che quella è inscritta en il register da commerzi stattan bunas persunalmain e solidaricamain per lur agir. Sche la societad surpiglia expressivamain en ses num obligaziuns entaifer ils 3 mais suenter sia inscripziun, vegnan las persunas, che han agì, deliberadas; en quest cas stat sulettamain buna la societad.K.  Midada dals statutsArt. 780Il conclus da la radunanza dals societaris u dals mainagestiun davart ina midada dals statuts sto vegnir documentà publicamain e vegnir inscrit en il register da commerzi. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).L.  Augment dal chapital da basaArt. 781 La radunanza dals societaris po concluder l’augment dal chapital da basa. L’augment sto vegnir realisà dals mainagestiun. La suttascripziun da las quotas da basa ed ils apports sa drizzan tenor las prescripziuns davart la fundaziun. In renviament a dretgs ed ad obligaziuns statutaras n’è betg necessari, sch’il sutsegnader è gia societari. Las prescripziuns davart l’augment dal chapital d’aczias vegnan ultra da quai applitgadas correspundentamain per il scrit da suttascripziun. In’offerta publica per suttascriver las quotas da basa è exclusa. L’inscripziun da l’augment dal chapital da basa sto vegnir annunziada a l’uffizi dal register da commerzi entaifer 6 mais suenter il conclus da la radunanza dals societaris; cas cuntrari scada il conclus. Dal rest vegnan applitgadas correspundentamain las prescripziuns dal dretg d’aczias davart l’augment dal chapital ordinari per:1. la furma ed il cuntegn dal conclus da la radunanza dals societaris;2. il dretg da subscripziun dals societaris;3. l’augment dal chapital da basa tras l’agen chapital;4. il rapport davart l’augment dal chapital e la conferma da verificaziun;5. la midada dals statuts e las constataziuns dals mainagestiun;6. l’inscripziun da l’augment dal chapital da basa en il register da commerzi e la nunvalaivladad dals documents ch’èn vegnids emess avant l’inscripziun. Versiun tenor la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).M.  Reducziun dal chapital da basaArt. 782 La radunanza dals societaris po concluder la reducziun dal chapital da basa. Il chapital da basa dastga mo vegnir reducì sut 20 000 francs, sch’el vegn a medem temp puspè augmentà almain fin a quest import. Il chapital da basa dastga mo vegnir reducì per eliminar ina bilantscha deficitara che resulta da perditas, sch’ils societaris han fatg tut ils pajaments supplementars ch’èn previs en ils statuts. Dal rest vegnan applitgadas correspundentamain las prescripziuns davart la reducziun dal chapital d’aczias. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).N.  Acquist da quotas da basa propriasArt. 783 La societad dastga acquistar quotas da basa proprias mo, sch’ella dispona libramain dad agen chapital d’in import dals meds finanzials ch’èn necessaris per l’acquist e sche la valur nominala da tut questas quotas da basa na surpassa betg 10 pertschient dal chapital da basa. Sch’ella acquista quotas da basa en connex cun ina restricziun da la transferibilitad, cun ina sortida u cun in’exclusiun, importa la limita maximala 35 pertschient. Entaifer dus onns sto la societad alienar u eliminar tras ina reducziun dal chapital sias quotas da basa proprias che surpassan 10 pertschient dal chapital da basa. Sche las quotas da basa, che duain vegnir acquistadas, èn colliadas cun in’obligaziun da far pajaments supplementars u cun in’obligaziun da furnir prestaziuns accessoricas, sto questa obligaziun vegnir abolida avant l’acquist. Dal rest vegnan applitgadas correspundentamain las prescripziuns davart aczias proprias per l’acquist da quotas da basa proprias tras la societad.Segund chapitel:  Dretgs ed obligaziuns dals societarisA.  Quotas da basaI.  DocumentArt. 784 Documents che concernan las quotas da basa pon mo vegnir emess sco documents da cumprova u sco titels nominals. Quests documents ston renviar als medems dretgs statutars ed a las medemas obligaziuns statutaras sco il document che concerna la suttascripziun da las quotas da basa.II.  Transferiment1.  Cessiuna.  FurmaArt. 785 La cessiun da quotas da basa sco er l’obligaziun da ceder talas quotas ston vegnir fixadas en scrit. Il contract da cessiun sto renviar als medems dretgs statutars ed a las medemas obligaziuns statutaras sco il document che concerna la suttascripziun da las quotas da basa, nun che l’acquistader saja gia societari. Versiun tenor la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).b.  Necessitads da consentimentArt. 786 La cessiun da quotas da basa sto vegnir approvada da la radunanza dals societaris. La radunanza dals societaris po refusar l’approvaziun senza inditgar motivs. Ils statuts pon divergiar da questa regulaziun:1. renunziond a la necessitad d’approvar la cessiun;2. fixond ils motivs che giustifitgeschan da refusar l’approvaziun;3. prevesend che l’approvaziun po vegnir refusada, sche la societad offra a l’alienader da surpigliar las quotas da basa a la valur reala;4. excludend la cessiun;5. prevesend che l’approvaziun po vegnir refusada, sch’i vegn dubità che las obligaziuns statutaras da far pajaments supplementars u da furnir prestaziuns accessoricas vegnian ademplidas e sch’i na vegn betg prestada ina segirezza che la societad pretenda. Sch’ils statuts excludan la cessiun u sche la radunanza dals societaris refusa dad approvar la cessiun, resta resalvà il dretg da sortida per motivs impurtants.c.  Transferiment dals dretgsArt. 787 Sche la cessiun da las quotas da basa suttastat a l’approvaziun da la radunanza dals societaris, va ella pir en vigur cun questa approvaziun. L’approvaziun vala sco concedida, sche la radunanza dals societaris na refusa betg la dumonda dad approvar la cessiun entaifer 6 mais suenter sia entrada.2.  Modas spezialas d’acquisiziunArt. 788 Sche las quotas da basa vegnan acquistadas tras ierta, tras la partiziun d’ierta, tras il dretg dals bains matrimonials u tras l’execuziun sfurzada, vegnan tut ils dretgs e tut las obligaziuns ch’èn colliads cun quai transferids a l’acquistader senza l’approvaziun da la radunanza dals societaris. Per pudair far diever da ses dretg da votar e dals dretgs che stattan en connex cun il dretg da votar, sto l’acquistader dentant vegnir renconuschì da la radunanza dals societaris sco societari cun dretg da votar. La radunanza dals societaris po mo refusar ad el la renconuschientscha, sche la societad offra ad el da surpigliar las quotas da basa a la valur reala il mument da la dumonda. L’offerta po vegnir fatga sin agen quint u sin quint dad auters societaris u da terzas persunas. Sche l’acquistader na refusa betg questa offerta entaifer 1 mais suenter ch’el enconuscha la valur reala, vala l’offerta sco acceptada. La renconuschientscha vala sco concedida, sche la radunanza dals societaris na refusa betg la dumonda da renconuschientscha entaifer 6 mais suenter sia entrada. Ils statuts pon renunziar a la necessitad da la renconuschientscha.3.  Fixaziun da la valur realaArt. 789 Sche la lescha u sch’ils statuts sa refereschan a la valur reala da las quotas da basa, pon las partidas pretender, che questa valur vegnia fixada da la dretgira. La dretgira reparta ils custs da la procedura e da la fixaziun tenor ses appreziar.4.  GiudidaArt. 789a Per stabilir ina giudida d’ina quota da basa pon vegnir applitgadas correspundentamain las prescripziuns davart il transferiment da las quotas da basa. Sch’ils statuts excludan la cessiun da las quotas da basa, èsi er exclus da stabilir ina giudida d’ina quota da basa.5.  Dretg da pegnArt. 789b Ils statuts pon prevair la necessitad d’approvaziun da la radunanza dals societaris per stabilir in dretg da pegn sin las quotas da basa. La radunanza dals societaris dastga refusar l’approvaziun mo, sch’igl è avant maun in motiv impurtant. Sch’ils statuts excludan la cessiun da las quotas da basa, èsi er exclus da stabilir in dretg da pegn sin ina quota da basa.III.  Register da participaziunArt. 790 La societad maina in register da participaziun davart las quotas da basa. Ella sto manar quest register uschia, ch’igl è pussaivel d’acceder da tut temp a tal en Svizra. En il register da participaziun ston vegnir registrads:1. il num e l’adressa dals societaris;2. il dumber, la valur nominala ed eventualmain er la categoria da las quotas da basa da mintga societari;3. il num e l’adressa dals giudiders;4. il num e l’adressa dals crediturs da pegn. Ils societaris che n’èn betg autorisads da far diever dal dretg da votar e dals dretgs che stattan en connex cun il dretg da votar, ston vegnir designads sco societaris senza dretg da votar. Ils societaris han il dretg da prender invista dal register da participaziun. Ils mussaments che resultan d’ina inscripziun ston vegnir conservads durant 10 onns suenter che la persuna inscritta è vegnida stritgada or dal register da participaziun. Integrà la segunda frasa tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605). Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).III.  Annunzia da la persuna che ha il dretg economic da las quotas da basaArt. 790a Tgi che acquista – sulet u en enclegientscha cuminaivla cun terzas persunas – quotas da basa e cuntanscha u surpassa uschia la limita da 25 pertschient dal chapital da basa u dals dretg da votar, sto annunziar a la societad entaifer 1 mais il prenum, il num e l’adressa da la persuna natirala, per la quala el agescha la finala (persuna che ha il dretg economic). Sch’il societari è ina persuna giuridica u ina societad da persunas, sto mintga persuna natirala che controllescha il societari applitgond l’artitgel 963 alinea 2 tenor il senn, vegnir annunziada sco persuna che ha il dretg economic. Sch’i n’existan naginas talas persunas, sto il societari annunziar quai a la societad. Sch’il societari è ina societad da chapital, da la quala ils dretgs da participaziun èn quotads a la bursa, sch’el vegn controllà d’ina tala societad en il senn da l’artitgel 963 alinea 2 u sch’el controllescha ina tala societad en quest senn, sto el annunziar mo quest fatg sco er la firma e la sedia da questa societad da chapital. Il societari sto annunziar a la societad entaifer 3 mais mintga midada dal prenum, dal num u da l’adressa da la persuna che ha il dretg economic. Las disposiziuns dal dretg d’aczias concernent la glista da las persunas che han il dretg economic (art. 697l) e las consequenzas da l’inobservanza da las obligaziuns d’annunzia (art. 697m) èn applitgablas tenor il senn. Integrà tras la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012 (AS 2015 1389; BBl 2014 605). Versiun tenor la cifra I 1 da la LF dals 21 da zer. 2019 davart la realisaziun da las recumandaziuns dal Forum global per la transparenza ed il barat d’infurmaziuns per intents fiscals, en vigur dapi il 1. da nov. 2019 (AS 2019 3161; BBl 2019 279).IV.  Inscripziun en il register da commerziArt. 791Ils societaris ston vegnir inscrits en il register da commerzi cun il dumber e cun la valur nominala da lur quotas da basa. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Proprietad collectivaArt. 792Sche pliras persunas autorisadas han il dretg nundividì d’ina quota da basa, ston ellas:1. inditgar cuminaivlamain ina persuna che represchenta ellas; ellas pon exequir ils dretgs da la quota da basa mo tras questa persuna;2. star bun solidaricamain per obligaziuns da far pajaments supplementars e per obligaziuns da furnir prestaziuns accessoricas.B.  Prestaziun dals apportsArt. 793 Ils societaris èn obligads da pajar in apport che correspunda a l’import d’emissiun da lur quotas da basa. Ils apports na dastgan betg vegnir restituids.C.  Responsabladad dals societarisArt. 794Per las obligaziuns da la societad stat buna unicamain la facultad da la societad.D.  Pajaments supplementars e prestaziuns accessoricasI.  Pajaments supplementars1.  Princip ed importArt. 795 Ils statuts pon obligar ils societaris da far pajaments supplementars. Sch’ils statuts prevesan in’obligaziun da far pajaments supplementars, ston quels fixar l’import dals pajaments supplementars ch’èn colliads cun ina quota da basa. Quest import na dastga betg surpassar il dubel da la valur nominala da la quota da basa. Ils societaris ston mo star buns per ils pajaments ch’èn colliads cun las atgnas quotas da basa.2.  IncassamentArt. 795a Ils pajaments supplementars vegnan incassads dals mainagestiun. Els dastgan mo vegnir incassads, sche:1. la summa dal chapital da basa e da las reservas legalas n’è betg pli cuvrida;2. la societad na po betg pli cuntinuar cun sias fatschentas confurm a l’urden senza quests meds finanzials supplementars;3. la societad dovra agen chapital per motivs ch’èn circumscrits en ils statuts. Sch’i dat in concurs ston vegnir pajads ils pajaments supplementars che n’èn anc betg pajads.3.  RembursamentArt. 795bPajaments supplementars, ch’èn gia vegnids pajads, dastgan mo vegnir rembursads cumplainamain u parzialmain, sche l’import vegn cuvrì da l’agen chapital a libra disposiziun e sch’in expert da revisiun admess conferma quai en scrit.4.  ReducziunArt. 795c In’obligaziun statutara da far pajaments supplementars dastga mo vegnir reducida u abolida, sch’il chapital da basa e sche las reservas legalas èn cuvridas dal tuttafatg. Las prescripziuns davart la reducziun dal chapital da basa èn applitgablas correspundentamain.5.  DuradaArt. 795d L’obligaziun per societaris, che sortan da la societad, da far pajaments supplementars, dura vinavant durant 3 onns, cun resalva da las suandantas restricziuns. L’inscripziun en il register da commerzi fixescha il termin da sortida. Societaris sortids èn obligads da far pajaments supplementars mo, sche la societad fa concurs. Lur obligaziun da far pajaments supplementars croda, uschenavant che l’obligaziun è vegnida ademplida d’in successur legal. L’obligaziun per societaris sortids da far pajaments supplementars na dastga betg vegnir augmentada.II.  Prestaziuns accessoricasArt. 796 Ils statuts pon obligar ils societaris da furnir prestaziuns accessoricas. Quels pon mo prevair obligaziuns da furnir prestaziuns accessoricas, che servan a l’intent da la societad, a mantegnair l’independenza da la societad u a mantegnair la cumposiziun dal circul dals societaris. L’object e la dimensiun da l’obligaziun da furnir prestaziuns accessoricas ch’è colliada cun ina quota da basa, sco er ulteriurs puncts d’ina tala obligaziun, ils quals èn essenzials tenor las circumstanzas, ston vegnir fixads en ils statuts. Per la circumscripziun pli detagliada poi vegnir renvià ad in reglament da la radunanza dals societaris. L’obligaziun statutara da pajar daners u da prestar autras valurs da facultad è suttamessa a las disposiziuns davart ils pajaments supplementars, sch’i n’è betg previs ina cuntraprestaziun adequata e sche l’incassament serva a la societad da cuvrir ils basegns da l’agen chapital.III.  Introducziun posteriuraArt. 797L’introducziun posteriura u l’extensiun da las obligaziuns statutaras da far pajaments supplementars u da furnir prestaziuns accessoricas sto vegnir approvada da tut ils societaris pertutgads.IV.  Dretgira da cumpromissArt. 797aLas prescripziuns dal dretg d’aczias davart la dretgira da cumpromiss èn applitgablas analogamain. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  Dividendas, tschains, tantiemasArt. 798Las prescripziuns dal dretg d’aczias davart dividendas, davart dividendas intermediaras, davart tschains da construcziun e davart tantiemas èn applitgablas analogamain. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 798a e 798b Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).F.  Quotas da basa privilegiadasArt. 799Per las quotas da basa privilegiadas èn las prescripziuns dal dretg d’aczias davart aczias privilegiadas applitgablas correspundentamain.G.  Restituziuns da prestaziunsArt. 800Per restituir prestaziuns da la societad als societaris, als mainagestiun sco er a persunas che stattan datiers a quels èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias.H.  ReservasArt. 801Per las reservas èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).J.  Consegna dal rapport da gestiunArt. 801a Il rapport da gestiun ed il rapport da revisiun ston vegnir tramess als societaris il pli tard ensemen cun l’invit a la radunanza ordinaria dals societaris. Ils societaris pon pretender che la versiun dal rapport da gestiun, ch’è vegnida approvada dad els, als vegnia tramess suenter la radunanza dals societaris.K.  Dretg da survegnir infurmaziuns e da prender invistaArt. 802 Mintga societari po pretender dals mainagestiun infurmaziuns davart tut las fatschentas da la societad. Sche la societad n’ha betg in post da revisiun, po mintga societari prender invista dals cudeschs da fatschenta e da las actas senza restricziuns. Sche la societad ha in post da revisiun, vala il dretg da prender invista mo, uschenavant ch’i po vegnir fatg valair in interess giustifitgà. Sch’igl exista il privel ch’il societari dovra las enconuschientschas ch’el ha acquistà per intents esters che fan donn a la societad, pon ils mainagestiun refusar en la dimensiun necessaria da dar infurmaziuns e da laschar prender invista; la radunanza dals societaris decida sin dumonda dal societari. Sche la radunanza dals societaris refusa nungiustifitgadamain da dar infurmaziuns u da laschar prender invista, ordinescha la dretgira quella sin dumonda dal societari. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).L.  Obligaziun da fidaivladad e scumond da concurrenzaArt. 803 Ils societaris èn obligads da mantegnair il secret da fatschenta. Els ston tralaschar tut quai che periclitescha ils interess da la societad. Els na dastgan en spezial betg far fatschentas ch’èn in avantatg spezial per els e che pericliteschan l’intent da la societad. Ils statuts pon prevair ch’ils societaris stoppian tralaschar activitads che concurrenzeschan la societad. Ils societaris dastgan pratitgar activitads che cuntrafan a l’obligaziun da fidaivladad u ad in eventual scumond da concurrenza, sche tut ils ulteriurs societaris dattan lur consentiment en scrit. Ils statuts pon prevair, ch’i saja necessari – empè da quai – l’approvaziun da la radunanza dals societaris. Las prescripziuns spezialas davart il scumond da concurrenza per ils mainagestiun restan resalvadas.Terz chapitel:  Organisaziun da la societadA.  Radunanza dals societarisI.  IncumbensasArt. 804 L’organ suprem da la societad è la radunanza dals societaris. La radunanza dals societaris ha las suandantas cumpetenzas intransferiblas:1. modifitgar ils statuts;2. nominar e revocar ils mainagestiun;3. nominar e revocar ils commembers dal post da revisiun;4. approvar il rapport da situaziun ed il quint dal concern;5. approvar il quint annual sco er decider davart il diever dal gudogn che resulta da la bilantscha, en spezial fixar la dividenda e la tantiema;5. decider davart la restituziun da reservas dal chapital;6. fixar l’indemnisaziun dals mainagestiun;7. distgargiar ils mainagestiun;8. approvar la cessiun da las quotas da basa respectivamain renconuscher ils societaris cun dretg da votar;9. approvar l’installaziun d’in dretg da pegn sin las quotas da basa, sch’ils statuts prevesan quai;10. decider davart l’execuziun dals dretgs statutars da preferenza, da precumpra e da cumpra;11. autorisar ils mainagestiun d’acquistar atgnas quotas da basa tras la societad u d’approvar in tal acquist;12. reglar pli detagliadamain las obligaziuns da furnir prestaziuns accessoricas en in reglament, sch’ils statuts renvieschan ad in reglament;13. approvar activitads dals mainagestiun e dals societaris che cuntrafan a l’obligaziun da fidaivladad u al scumond da concurrenza, sch’ils statuts desistan da la necessitad che tut ils societaris ston approvar talas activitads;14. decider davart la dumonda, sch’i duai vegnir pretendì da la dretgira d’excluder in societari per motivs impurtants;15. excluder in societari per motivs ch’èn previs en ils statuts;16. dissolver la societad;17. approvar las fatschentas dals mainagestiun, las qualas ston vegnir approvadas da la radunanza dals societaris tenor ils statuts;18. decider davart ils objects che la lescha u ch’ils statuts resalvan per la radunanza dals societaris u ch’ils mainagestiun suttamettan ad ella. La radunanza dals societaris nominescha ils directurs, ils procurists sco er ils mandataris. Ils statuts pon conceder questa cumpetenza er als mainagestiun. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Convocaziun e realisaziunArt. 805 La radunanza dals societaris vegn convocada dals mainagestiun, en cas da basegn dal post da revisiun. Il dretg da convocaziun han er ils liquidaturs. La radunanza ordinaria ha lieu mintga onn entaifer 6 mais suenter la conclusiun da l’onn da gestiun. Radunanzas extraordinarias vegnan convocadas a norma dals statuts ed en cas da basegn. La radunanza dals societaris sto vegnir convocada il pli tard 20 dis avant il di da la radunanza. Ils statuts pon prolungar quest termin u al reducir fin a 10 dis. La pussaivladad per ina radunanza universala resta resalvada. ... Dal rest vegnan applitgadas correspundentamain las prescripziuns dal dretg d’aczias davart la radunanza generala per:1. la convocaziun;2. il dretg da convocaziun, il dretg da tractandaziun ed il dretg da far propostas per ils societaris;2. il lieu da radunanza e l’utilisaziun da meds electronics;3. ils objects da tractativa;4. las propostas;5. la radunanza universala e l’approvaziun d’ina proposta;6. las mesiras preparatoricas;7. il protocol;8. la represchentanza dals societaris;9. la participaziun senza dretg. Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Dretg da votar1.  FixaziunArt. 806 Il dretg da votar dals societaris sa drizza tenor la valur nominala da lur quotas da basa. Ils societaris han mintgamai almain ina vusch. Ils statuts pon limitar il dumber da las vuschs dals possessurs da pliras quotas da basa. Ils statuts pon fixar il dretg da votar independentamain da la valur nominala, uschia ch’i tutga a mintga quota da basa ina vusch. En quest cas ston las quotas da basa cun la valur nominala la pli bassa valair almain in dieschavel da la valur nominala da las ulteriuras quotas da basa. La fixaziun dal dretg da votar tenor il dumber da las quotas da basa na po betg vegnir applitgada per:1. eleger il post da revisiun;2. nominar experts per examinar la gestiun u singulas parts da la gestiun;3. decider davart il purtar in plant da responsabladad.2.  Exclusiun dal dretg da votarArt. 806a En connex cun conclus davart la distgargia dal mainagestiun n’han las persunas ch’èn sa participadas en ina moda u l’autra a la gestiun nagin dretg da votar. En connex cun conclus davart l’acquist d’atgnas quotas da basa tras la societad n’ha il societari che ceda questas quotas da basa nagin dretg da votar. En connex cun conclus davart il consentiment d’activitads dals societaris che cuntrafan a l’obligaziun da fidaivladad u al scumond da concurrenza n’ha la persuna pertutgada nagin dretg da votar.3.  GiudidaArt. 806bEn cas da la giudida d’ina quota da basa ha il giudider il dretg da votar e tut ils dretgs che stattan en connex cun il dretg da votar. Il giudider ha l’obligaziun da cumpensaziun vers il proprietari, sch’el na tegna betg quint en moda giustifitgada dals interess dal proprietari exequind ses dretgs.IV.  Dretg da vetoArt. 807 Ils statuts pon conceder als societaris in dretg da veto cunter tscherts conclus da la radunanza dals societaris. Ils statuts ston circumscriver ils conclus, per ils quals il dretg da veto vala. L’introducziun posteriura d’in dretg da veto sto vegnir approvada da tut ils societaris. Il dretg da veto na po betg vegnir transferì.V.  Deliberaziun1.  En generalArt. 808La radunanza dals societaris prenda ses conclus e realisescha sias elecziuns cun la maioritad absoluta da las vuschs represchentadas, nun che la lescha u ch’ils statuts prescrivian insatge auter.2.  Decisiun da taglArt. 808aIl president da la radunanza dals societaris prenda la decisiun da tagl. Ils statuts pon prevair ina regulaziun divergenta.3.  Conclus impurtantsArt. 808b In conclus da la radunanza dals societaris che survegn almain dus terzs da las vuschs represchentadas sco er la maioritad absoluta da l’entir chapital da basa, cun il qual è colliada l’execuziun dal dretg da votar, è necessari per:1. midar l’intent da la societad;2. introducir las quotas da basa che han il dretg da votar privilegià;3. engrevgiar, excluder u facilitar la transferibilitad da las quotas da basa;4. approvar la cessiun da las quotas da basa respectivamain renconuscher ils societaris che han il dretg da votar;5. augmentar il chapital da basa;6. restrenscher u abolir il dretg da suttascripziun;6. midar la valuta dal chapital da basa;7. approvar activitads dals mainagestiun sco er dals societaris che cuntrafan a l’obligaziun da fidaivladad u al scumond da concurrenza;8. dumandar la dretgira d’excluder in societari per motivs impurtants;9. excluder in societari per motivs ch’èn previs en ils statuts;10. spustar la sedia da la societad;10. introducir in clausula da cumpromiss en ils statuts;11. dissolver la societad. Disposiziuns statutaras che prevesan – per tscherts conclus – maioritads pli grondas che las maioritads prescrittas da la lescha, pon vegnir introducidas, midadas u abolidas mo cun la maioritad previsa. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Contestaziun dals conclus da la radunanza dals societarisArt. 808cPer contestar ils conclus da la radunanza dals societaris èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias.B.  Gestiun e represchentanzaI.  Designaziun dals mainagestiun ed organisaziunArt. 809 Tut ils societaris exequeschan communablamain la gestiun. Ils statuts pon reglar la gestiun en moda divergenta. Mo persunas natiralas pon vegnir nominadas sco mainagestiun. Sch’ina persuna giuridica u sch’ina societad commerziala sa participescha a la societad, designescha quella eventualmain ina persuna natirala che pratitgescha questa funcziun per ella. Ils statuts pon pretender per quest cas il consentiment da la radunanza dals societaris. Sche la societad ha plirs mainagestiun, sto la radunanza dals societaris reglar il presidi. Sche la societad ha plirs mainagestiun, decidan quels cun la maioritad da las vuschs che vegnan dadas. Il president prenda la decisiun da tagl. Ils statuts pon prevair ina regulaziun divergenta da la deliberaziun tras ils mainagestiun.II.  Incumbensas dals mainagestiunArt. 810 Ils mainagestiun èn cumpetents per tut las fatschentas che na vegnan betg attribuidas tenor la lescha u tenor ils statuts a la radunanza dals societaris. Cun resalva da las disposiziuns che suondan qua sutvart, han ils mainagestiun las suandantas incumbensas intransferiblas e nunprivablas:1. exequir la direcziun superiura da la societad e dar las directivas ch’èn necessarias;2. determinar l’organisaziun en il rom da la lescha e dals statuts;3. concepir la contabilitad e la controlla da finanzas sco er la planisaziun da finanzas, premess che quella saja necessaria per manar la societad;4. survegliar las persunas ch’èn incaricadas cun parts da la gestiun, en spezial en vista a l’observaziun da las leschas, dals statuts, dals reglaments e da las directivas;5. rediger il rapport da gestiun;6. preparar la radunanza dals societaris sco er exequir lur conclus;7. inoltrar ina dumonda da moratori d’accumodament ed infurmar la dretgira en cas d’ina surdebitaziun. Il president dals mainagestiun, respectivamain l’unic mainagestiun ha las suandantas incumbensas:1. convocar e manar la radunanza dals societaris;2. far tut las communicaziuns als societaris;3. garantir che las annunzias necessarias sajan fatgas tar il register da commerzi. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Approvaziun tras la radunanza dals societarisArt. 811 Ils statuts pon prevair, ch’ils mainagestiun:1. stoppian suttametter tscherts conclus per l’approvaziun da la radunanza dals societaris;2. possian suttametter singulas dumondas per l’approvaziun da la radunanza dals societaris. L’approvaziun da la radunanza dals societaris na limitescha betg la responsabladad dals mainagestiun.IV.  Quità e fidaivladad; scumond da concurrenzaArt. 812 Ils mainagestiun sco er terzas persunas che sa fatschentan cun la gestiun ston ademplir lur incumbensa cun tut quità e mantegnair en buna fai ils interess da la societad. Els suttastattan a la medema obligaziun da fidaivladad sco ils societaris. Els na dastgan betg exequir ina activitad da concurrenza, nun ch’ils statuts prevesian insatge auter u che tut ils ulteriurs societaris approvian questa activitad en scrit. Ils statuts pon prevair, ch’i saja necessari – empè da quai – l’approvaziun da la radunanza dals societaris.V.  Tractament egualArt. 813Ils mainagestiun sco er terzas persunas che sa fatschentan cun la gestiun ston tractar ils societaris en moda eguala, sche las premissas èn las medemas.VI.  RepreschentanzaArt. 814 Mintga mainagestiun ha il dretg da represchentar la societad. Ils statuts pon reglar la represchentanza en moda divergenta. Almain in mainagestiun sto dentant avair il dretg da represchentar la societad. Areguard ils detagls pon ils statuts renviar ad in reglament. La societad sto pudair vegnir represchentada tras ina persuna ch’è domiciliada en Svizra. Questa persuna sto esser gestiunaria u directura. Ella sto avair access al register da participaziun sco er a la glista da las persunas che han il dretg economic tenor l’artitgel 697l. Areguard la dimensiun ed areguard la limitaziun da l’autorisaziun da represchentanza sco er areguard ils contracts tranter la societad e la persuna che la represchenta èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. Las persunas che han il dretg da represchentar la societad ston suttascriver agiuntond lur suttascripziun a la firma da la societad. ... Versiun tenor la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VII.  Revocaziun dals mainagestiun; retratga da l’autorisaziun da represchentanzaArt. 815 La radunanza dals societaris po revocar da tut temp ils mainagestiun ch’ella ha elegì. Mintga societari po pretender da la dretgira da revocar u da limitar l’autorisaziun da gestiun e da represchentanza d’in mainagestiun, sch’igl è avant maun in motiv impurtant, en spezial, sche la persuna respectiva ha violà grevamain sias obligaziuns u sch’ella ha pers l’abilitad da manar bain ina fatschenta. Ils mainagestiun pon suspender da tut temp directurs, procurists u mandataris da lur funcziun. Sche questas persunas èn vegnidas elegidas da la radunanza dals societaris, sto vegnir convocada immediatamain ina radunanza dals societaris. Las pretensiuns d’indemnisaziun da las persunas ch’èn vegnidas revocadas u da las persunas ch’èn vegnidas suspendidas da lur funcziuns restan resalvadas.VIII.  Nunvalaivladad da conclusArt. 816Per ils conclus dals mainagestiun valan confurm al senn ils medems motivs da nunvalaivladad sco per ils conclus da la radunanza generala da la societad anonima.IX.  ResponsabladadArt. 817La societad stat buna per il donn che resulta tras acts illegals ch’ina persuna, la quala è autorisada da manar u da represchentar la fatschenta, commetta, exequind sias fatschentas.C.  Post da revisiunArt. 818 Per il post da revisiun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. In societari che suttastat ad in’obligaziun da far pajaments supplementars po pretender ina revisiun ordinaria dal quint annual.D.  Mancanzas en l’organisaziun da la societadArt. 819En cas da mancanzas en l’organisaziun da la societad èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias.E.  Insolvenza smanatschanta, perdita da chapital e surdebitaziunArt. 820Las disposiziuns dal dretg d’aczias davart l’insolvenza smanatschanta, davart la perdita da chapital, davart la surdebitaziun sco er davart la revalitaziun da bains immobigliars e da participaziuns èn applitgablas analogamain. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Quart chapitel:  Dissoluziun ed extradaA.  DissoluziunI.  MotivsArt. 821 La societad cun responsabladad limitada vegn dissolvida:1. sch’i dat motivs da dissoluziun ch’èn previs en ils statuts;2. sche la radunanza dals societaris concluda la dissoluziun;3. sch’i vegn declerà il concurs;4. en ils ulteriurs cas ch’èn previs da la lescha; Sche la radunanza dals societaris concluda la dissoluziun, sto quest conclus vegnir documentà publicamain. Mintga societari po pretender da la dretgira la dissoluziun da la societad per motivs impurtants. La dretgira po – empè da la dissoluziun – approvar in’autra soluziun ch’è adequata e ch’è supportabla per las persunas participadas, en spezial l’indemnisaziun dal societari che porta plant tenor la valur reala da sias quotas da basa.II.  ConsequenzasArt. 821a Per las consequenzas da la dissoluziun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. La dissoluziun d’ina societad sto vegnir inscritta en il register da commerzi. La dissoluziun tras sentenzia sto vegnir annunziada immediatamain da la dretgira al register da commerzi. La dissoluziun per auters motivs sto la societad annunziar al register da commerzi.B.  Extrada dals societarisI.  SortidaArt. 822 In societari po dumandar a la dretgira la permissiun da sortir da la societad per motivs impurtants. Ils statuts pon conceder als societaris in dretg da sortir e far dependent quel da tschertas cundiziuns.II.  Sortida adesivaArt. 822a Sch’in societari dumonda da sortir per motivs impurtants u sch’el declera sia sortida sa basond sin il dretg da sortir statutar, ston ils mainagestiun infurmar immediatamain ils ulteriurs societaris. Sche auters societaris dumondan, entaifer 3 mais suenter l’entrada da questa communicaziun, da sortir per motivs impurtants u sch’els exequeschan il dretg da sortir statutar, ston tut ils societaris che sortan vegnir tractads en moda eguala en proporziun a la valur nominala da lur quotas da basa. Sch’igl èn vegnids fatgs pajaments supplementars, ston lur imports vegnir quintads vitiers a la valur nominala.III.  ExclusiunArt. 823 Sch’i dat in motiv impurtant, po la societad dumandar a la dretgira d’excluder in societari. Ils statuts pon prevair che la radunanza dals societaris po excluder societaris da la societad, sch’igl èn avant maun tscherts motivs. Las prescripziuns davart la sortida adesiva èn applitgablas correspundentamain.IV.  Mesira preventivaArt. 824En ina procedura concernent l’extrada d’in societari po la dretgira decider sin dumonda d’ina partida da suspender singuls u tut ils dretgs e singulas u tut las obligaziuns da commembranza da la persuna pertutgada.V.  Indemnisaziun1.  Dretg ed autezzaArt. 825 Sch’in societari extrescha da la societad, ha el il dretg da survegnir ina indemnisaziun che correspunda a la valur reala da sias quotas da basa. Per in’extrada sin basa d’in dretg statutar da sortir da la societad, pon ils statuts fixar ina indemnisaziun en moda divergenta.2.  PajamentArt. 825a L’indemnisaziun sto vegnir pajada cun l’extrada, uschenavant che la societad:1. dispona dad agen chapital;2. po alienar las quotas da basa da la persuna ch’extrescha;3. dastga reducir ses chapital da basa resguardond las prescripziuns correspundentas. In expert da revisiun admess sto constatar l’autezza da l’agen chapital che po vegnir utilisà. Sche quel na basta betg per pajar l’indemnisaziun, sto l’expert da revisiun ultra da quai prender posiziun davart la dumonda, en tge dimensiun ch’il chapital da basa pudess vegnir reducì. Il societari ch’è extrà ha ina pretensiun subordinada senza tschains per la part da l’indemnisaziun che n’è anc betg vegnida pajada. Questa pretensiun sto vegnir pajada, sch’i vegn constatà en il rapport da gestiun annual che la societad disponia dad agen chapital che po vegnir utilisà. Uscheditg che l’indemnisaziun n’è betg pajada dal tuttafatg, po il societari ch’extrescha pretender che la societad designeschia in post da revisiun e ch’ella laschia reveder en moda ordinaria il quint annual.C.  LiquidaziunArt. 826 Mintga societari ha il dretg da survegnir ina part dal resultat da la liquidaziun che correspunda a la proporziun tranter la valur nominala da sias quotas da basa ed il chapital da basa. Sch’igl èn vegnids fatgs pajaments supplementars e sche quels n’èn betg vegnids restituids, sto lur import vegnir quintà vitiers a las quotas da basa dals societaris respectivs ed al chapital da basa. Ils statuts pon prevair ina regulaziun divergenta. Per la dissoluziun da la societad tras liquidaziun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias.Tschintgavel chapitel:  ResponsabladadArt. 827Per la responsabladad da las persunas che coopereschan tar la fundaziun u che s’occupan da la gestiun, da la revisiun u da la liquidaziun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias.Ventganovavel titel:  L’associaziunEmprim chapitel:  Noziun e constituziunA.  Associaziun dal Dretg d’obligaziunsArt. 828 L’associaziun è ina colliaziun d’in dumber betg determinà da persunas u da societads commerzialas, ch’è organisada sco corporaziun e che ha l’intent principal da promover u da segirar interess economics da ses commembers cun agid d’acziuns communablas u che ha in intent d’utilitad publica. Associaziuns cun in chapital da basa ch’è gia fixà ordavant n’èn betg permessas. Versiun tenor la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).B.  Associaziuns da dretg publicArt. 829Federaziuns da persunas da dretg public èn suttamessas al dretg da la Confederaziun e dals chantuns, er sch’ellas servan ad intents cooperativs.C.  ConstituziunI.  Premissas1.  En generalArt. 830L’associaziun vegn constituida cun in document public, en il qual ils fundaturs decleran da constituir in’associaziun e fixeschan ils statuts ed ils organs. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Dumber da commembersArt. 831 Almain set commembers ston sa participar a la fundaziun d’ina associaziun. Sch’il dumber dals societaris sa sminuescha pli tard sut quest dumber minimal, ston vegnir applitgadas correspundentamain las prescripziuns dal dretg d’aczias davart mancanzas en l’organisaziun da la societad. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Statuts1.  Cuntegn che vegn prescrit da la leschaArt. 832Ils statuts ston cuntegnair disposiziuns davart:1. la firma e la sedia da l’associaziun;2. l’intent da l’associaziun;3. e 4. ...5. la furma da las communicaziuns da l’associaziun a ses associads. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Ulteriuras disposiziunsArt. 833Per esser liantas ston esser fixadas en ils statuts:1. prescripziuns davart la furmaziun d’in chapital d’associaziun tras participaziuns dals associads (certificats da participaziun);2. disposiziuns davart ils apports al chapital d’associaziun che na vegnan betg fatgs tras pajament (apports en natiralias), davart lur object e davart lur valur sco er davart la persuna da l’associà che fa quests apports;3. ...4. prescripziuns che divergeschan da las disposiziuns legalas davart la participaziun a l’associaziun e davart la perdita da la commembranza;5. disposiziuns davart la responsabladad persunala dals associads, davart lur obligaziun da far pajaments supplementars u da furnir prestaziuns en daners u en autra furma sco er davart il gener e l’autezza da las prestaziuns correspundentas;6. prescripziuns che divergeschan da las disposiziuns legalas davart l’organisaziun, davart la represchentanza, davart la midada dals statuts e davart las decisiuns che ston vegnir prendidas da la radunanza generala;7. restricziuns ed extensiuns dal dretg da votar;8. disposiziuns davart la calculaziun e davart l’utilisaziun dal gudogn che resulta tras la bilantscha sco er dal surpli da liquidaziun. Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Radunanza constitutivaArt. 834 Ils statuts ston esser avant maun en furma scritta e ston vegnir preschentads – per il tractament e per l’approvaziun – ad ina radunanza che sto vegnir convocada dals fundaturs. Ultra da quai han ils fundaturs da preschentar a la radunanza in rapport en scrit davart eventuals apports en natiralias; quest rapport sto vegnir tractà a la radunanza. Ils fundaturs ston confermar ch’i n’existan nagins apports en natiralias, naginas cumpensaziuns da credits e nagins avantatgs spezials, auter che quellas e quels numnads en ils mussaments. Questa radunanza nominescha er ils organs necessaris. Fin che l’associaziun n’è betg inscritta en il register da commerzi, po la commembranza mo vegnir declerada cun suttascriver ils statuts. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).IV.  Inscripziun en il register da commerzi1.  AssociaziunArt. 835L’associaziun sto vegnir inscritta en il register da commerzi da quel lieu, nua ch’ella ha sia sedia. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).2.  ...Art. 836 Abolì tras la cifra I 2 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), cun effect dapi il 1. da schan. 2021 (AS 2020 957; BBl 2015 3617).3.  Glista dals associadsArt. 837 L’associaziun maina ina glista, sin la quala vegnan inscrits il prenum ed il num u la firma sco er l’adressa dals associads. Ella sto manar la glista uschia, ch’igl è pussaivel d’acceder da tut temp a tala en Svizra. Ils mussaments che resultan d’ina inscripziun ston vegnir conservads durant 10 onns suenter che l’associà è vegnì stritgà da la glista. Versiun tenor la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).V.  Acquist da la persunalitad giuridicaArt. 838 L’associaziun survegn la persunalitad giuridica pir cun l’inscripziun en il register da commerzi. Tgi che ha agì en num da l’associaziun avant l’inscripziun, è responsabel persunalmain e solidaricamain per sias acziuns. Sche talas obligaziuns èn vegnidas fatgas expressivamain en num da l’associaziun che duai vegnir fundada e sche l’associaziun surpiglia questas obligaziuns entaifer in termin da 3 mais suenter l’inscripziun en il register da commerzi, vegnan deliberadas las persunas che han agì, e l’associaziun è responsabla.D.  Midada dals statutsArt. 838aIl conclus da la radunanza generala u da l’administraziun davart ina midada dals statuts sto vegnir documentà publicamain e vegnir inscrit en il register da commerzi. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Segund chapitel:  Acquist da la commembranzaA.  PrincipArt. 839 L’associaziun po admetter da tut temp novs commembers. Mantegnend il princip dal dumber da commembers betg determinà, pon ils statuts fixar las disposiziuns detagliadas pertutgant l’admissiun sco commember; els na dastgan dentant betg engrevgiar l’admissiun sur mesira.B.  Decleraziun da participaziunArt. 840 Per daventar commember dovri ina decleraziun en scrit. Sch’igl exista tar in’associaziun – ultra da la responsabladad da la facultad da l’associaziun – per ils singuls associads ina responsabladad persunala u in’obligaziun da far pajaments supplementars, sto la decleraziun da participaziun cuntegnair expressivamain questas obligaziuns. Davart l’admissiun da novs commembers decida l’administraziun, nun che la decleraziun da participaziun saja suffizienta tenor ils statuts u ch’i saja necessari in conclus da la radunanza generala.C.  Colliaziun cun in contract d’assicuranzaArt. 841 Sche l’appartegnientscha a l’associaziun è colliada cun in contract d’assicuranza tar questa associaziun, vegn la commembranza acquistada, cur che l’organ cumpetent accepta la proposta d’assicuranza. Ils contracts d’assicuranza ch’ina associaziun d’assicuranza concessiunada ha fatg cun ses commembers èn suttamess a las disposiziuns da la Lescha federala dals 2 d’avrigl 1908 davart il contract d’assicuranza en la medema maniera sco ils contracts d’assicuranza ch’ella ha fatg cun terzas persunas.SR 221.229.1Terz chapitel:  Perdita da la commembranzaA.  ExtradaI.  Libertad d’extradaArt. 842 Uschè ditg che la dissoluziun da l’associaziun n’è betg concludida, è mintga associà liber d’extrar da l’associaziun. Ils statuts prescrivan che l’extrant è obligà da pajar ina summa da deliberaziun adequata, sch’i resulta – tenor las circumstanzas – in donn considerabel tras l’extrada da l’associà u sche l’existenza da l’associaziun è periclitada. Il dretg d’extrada na dastga betg vegnir supprimì permanentamain u engrevgià smesiradamain tras ils statuts u tras contract.II.  Limitaziun da l’extradaArt. 843 Il dretg d’extrada po vegnir exclus tras ils statuts u tras contract per maximalmain 5 onns. Per motivs impurtants po l’associà extrar er durant quest termin. L’obligaziun da pajar ina summa da deliberaziun adequata tenor las premissas ch’èn previsas per l’extrada libra resta resalvada.III.  Termin da disditga e mument da l’extradaArt. 844 L’extrada po avair lieu mo per la fin da l’onn da gestiun ed observond in termin da disditga dad 1 onn. I resta resalvà als statuts da prescriver in termin da disditga pli curt e da permetter l’extrada er durant l’onn da gestiun.IV.  Dretg d’extrada en cas da concurs e d’impegnaziunArt. 845Sch’ils statuts concedan al commember extrant ina part da la facultad da l’associaziun, po in dretg d’extrada che tutga a l’associà vegnir fatg valair tras l’administraziun da concurs en cas da concurs da l’associà, u tras l’uffizi da scussiun, sche questa part vegn impegnada.B.  ExclusiunArt. 846 Ils statuts pon fixar, per tge motivs ch’in associà dastga vegnir exclus. Ultra da quai po el vegnir exclus da tut temp per motivs impurtants. Davart l’exclusiun decida la radunanza generala. Ils statuts pon surdar questa cumpetenza a l’administraziun; l’exclus ha en quest cas il dretg da far in recurs tar la radunanza generala. El ha er il dretg d’appellar a la dretgira entaifer 3 mais. Sut las premissas ch’èn previsas per l’extrada libra po il commember exclus vegnir obligà da pajar ina summa da deliberaziun.C.  Mort da l’associàArt. 847 La commembranza extingua cun la mort da l’associà. Ils statuts pon dentant fixar ch’ils ertavels èn senza auter commembers da l’associaziun. Ils statuts pon plinavant fixar ch’ils ertavels u ch’in da plirs ertavels stoppian vegnir renconuschids sin dumonda en scrit sco commembers empè dal defunct. La cuminanza dals ertavels ha da nominar in represchentant cuminaivel per la participaziun a l’associaziun.D.  Perdita d’ina funcziun u d’in engaschament ubain d’in contractArt. 848Sche l’appartegnientscha ad in’associaziun è colliada cun ina funcziun u cun in engaschament u sch’ella è la consequenza d’ina relaziun da contract, sco tar in’associaziun d’assicuranza, finescha la commembranza cun la fin da la funcziun uffiziala u da l’engaschament ubain dal contract, nun ch’ils statuts disponian autramain.E.  Transferiment da la commembranzaI.  En generalArt. 849 Tras la cessiun dals certificats da participaziun e, sch’igl è vegnì emess in document davart la commembranza u davart ils certificats da participaziun, tras il transferiment da quest document na daventa l’acquistader betg senza auter associà. L’acquistader daventa associà pir tras in conclus d’admissiun che correspunda a la lescha ed als statuts. Uschè ditg che l’acquistader n’è betg admess sco associà, è l’alienader autorisà d’exequir ils dretgs persunals ch’èn colliads cun la commembranza. Sche l’appartegnientscha ad in’associaziun è colliada cun in contract, pon ils statuts fixar che la commembranza vegnia transferida senza auter al successur legal, cur che quel surpiglia il contract.II.  Tras il transferiment da bains immobigliars u da manaschis economicsArt. 850 Ils statuts pon colliar la commembranza ad in’associaziun cun la proprietad u cun il manaschi economic d’in bain immobigliar. Ils statuts pon prescriver per tals cas che la commembranza vegnia senza auter transferida a l’acquistader u al surpigliader il mument ch’il bain immobigliar vegn alienà u ch’il manaschi vegn surpiglià. La disposiziun pertutgant il transferiment da la commembranza en cas d’ina alienaziun dal bain immobigliar sto vegnir prenotada en il register funsil, per ch’ella saja valaivla vers terzas persunas.F.  Extrada dal successur legalArt. 851En cas dal transferiment e da l’ierta da la commembranza valan per il successur legal las medemas cundiziuns d’extrada sco per l’anteriur commember.Quart chapitel:  Dretgs ed obligaziuns dals associadsA.  Cumprova da la commembranzaArt. 852 Ils statuts pon prescriver ch’i vegnia emess in document sco cumprova per la commembranza. Questa cumprova po er esser cuntegnida en il certificat da participaziun.B.  Certificats da participaziunArt. 853 Sch’igl existan certificats da participaziun tar in’associaziun, ha mintgin che sa participescha a l’associaziun da surpigliar almain in da quels certificats. Ils statuts pon fixar ch’in associà dastga acquistar plirs certificats da participaziun, e quai fin ad in dumber maximal determinà. Ils certificats da participaziun vegnan emess sin il num dal commember. Els na valan dentant betg sco vaglias, mabain mo sco documents da cumprova.C.  Egualitad giuridicaArt. 854Ils associads han tuts ils medems dretgs e las medemas obligaziuns, nun che la lescha prevesia excepziuns.D.  DretgsI.  Dretg da votarArt. 855Ils dretgs ch’ils associads han en fatgs da l’associaziun, en spezial areguard la gestiun da las fatschentas ed areguard la promoziun dals intents da l’associaziun, vegnan exequids cun la participaziun a la radunanza generala u cun la votaziun per correspundenza en quels cas che vegnan previs da la lescha.II.  Dretg da controlla dals associads1.  Communicaziun dal rapport da gestiun Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 856 Il pli tard 10 dis avant la radunanza generala u avant la votaziun per correspundenza, che decida davart l’approvaziun dal rapport da situaziun, dal quint dal concern e dal quint annual, ston quests documents vegnir deponids a la sedia da l’associaziun, per ch’ils associads possian prender invista da tals. Sch’ils documents n’èn betg accessibels electronicamain, po mintga associà pretender durant 1 onn suenter la radunanza generala, ch’i vegnia tramess ad el il rapport da gestiun en la furma approvada da la radunanza generala sco er il rapport da revisiun. Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Dar infurmaziunsArt. 857 Ils associads pon render attent il post da revisiun ad indicaziuns dubiusas e pretender las explicaziuns necessarias. L’invista dals cudeschs da fatschenta e da la correspundenza è permessa mo cun l’autorisaziun expressiva da la radunanza generala u sin fundament d’in conclus da l’administraziun e cun la cundiziun ch’il secret da fatschenta vegnia mantegnì. La dretgira po disponer che l’associaziun dettia a l’associà – cun agid d’extracts legalisads da ses cudeschs da fatschenta u da correspundenzas – infurmaziuns davart tscherts fatgs ch’èn relevants per pudair exequir il dretg da controlla. Ils interess da l’associaziun na dastgan betg vegnir periclitads tras questa disposiziun. Il dretg da controlla dals associads na dastga vegnir abolì u restrenschì ni dals statuts ni dal conclus d’in organ da l’associaziun. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).III.  Eventuals dretgs dal gudogn annual Expressiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Questa midada è vegnida fatga en las disposiziuns numnadas en la AS.1.  ...Art. 858 Abolì tras la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), cun effect dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589).2.  Princips da la repartiziunArt. 859 In gudogn annual dal manaschi da l’associaziun croda entiramain a la facultad da l’associaziun, nun ch’ils statuts disponian autramain. Sch’igl è previs da reparter il gudogn annual tranter ils associads, vegn questa repartiziun fatga tenor la proporziun, en la quala ils singuls commembers han utilisà las instituziuns da l’associaziun, nun ch’ils statuts reglian quai autramain. Sch’i existan certificats da participaziun, na dastga la quota dal gudogn annual che tutga a quests certificats betg surpassar il tschains usità per emprests da daners a lunga durada ch’èn vegnids concedids senza garanzias spezialas.3.  Obligaziun da furmar e d’augmentar in fond da reservasArt. 860 Uschenavant ch’il gudogn annual vegn duvrà en autra maniera che per augmentar la facultad da l’associaziun, sto vegnir assegnà mintga onn in ventgavel da quel ad in fond da reservas. Questa assegnaziun sto vegnir fatga almain durant 20 onns; sch’i existan certificats da participaziun, ha l’assegnaziun da vegnir fatga en mintga cas uschè ditg, fin ch’il fond da reservas cuntanscha in tschintgavel dal chapital da l’associaziun. Ils statuts pon prescriver ch’il fond da reservas vegnia augmentà anc pli fitg. Uschenavant ch’il fond da reservas na surpassa betg la mesadad da l’ulteriura facultad da l’associaziun u – en cas ch’igl existan certificats da participaziun – la mesadad dal chapital da l’associaziun, dastga el vegnir duvrà mo per cuvrir las perditas u per mesiras ch’èn adattadas da garantir che la finamira da l’associaziun vegnia cuntanschida en temps che las fatschentas van mal. ... Abolì tras la cifra II 1 da l’agiunta da la LF dals 17 da dec. 2004 davart la surveglianza da las interpresas d’assicuranza, cun effect dapi il 1. da schan. 2006 (AS 2005 5269; BBl 2003 3789).4.  Gudogn annual tar associaziuns da creditArt. 861 Associaziuns da credit pon decretar en ils statuts prescripziuns davart la repartiziun dal gudogn annual che divergeschan da las disposiziuns dals artitgels qua survart; er ellas èn dentant obligadas da furmar in fond da reservas e d’al duvrar tenor las disposiziuns qua survart. Al fond da reservas sto vegnir assegnà mintga onn almain in dieschavel dal gudogn annual, e quai fin ch’el ha cuntanschì in’autezza d’in dieschavel dal chapital da l’associaziun. Sch’i vegn repartì sin ils certificats da participaziun ina quota dal gudogn annual che surpassa il tschains usità per emprests da daners a lunga durada ch’èn vegnids concedids senza garanzias spezialas, sto in dieschavel da l’import che surpassa quest tschains medemamain vegnir assegnà al fond da reservas.5.  Fond per intents da prevenziunArt. 862 Ils statuts pon prevair en spezial er fonds per fundar e per sustegnair instituziuns da prevenziun per ils emploiads e per ils lavurants da l’interpresa sco er per ils associads. ...Abolì tras la cifra I litera b da la LF dals 21 da mars 1958, cun effect dapi il 1. da fan. 1958 (AS 1958 379; BBl 1956 II 825).6.  Autras reservasArt. 863 Ils apports en fonds da reserva ed en auters fonds che correspundan a la lescha ed als statuts ston vegnir deducids en emprima lingia dal gudogn annual che duai vegnir distribuì. La radunanza generala po er approvar tals apports da reserva che n’èn betg previs en la lescha u en ils statuts ubain che surpassan las pretensiuns da la lescha u dals statuts, uschenavant che quai para dad esser inditgà cun resguard da la prosperitad durabla da l’interpresa. Da medema maniera pon vegnir zavradas contribuziuns or dal gudogn annual, er sch’ellas n’èn betg previsas en ils statuts, per fundar e per sustegnair instituziuns da provediment per emploiads, per lavurants e per associads sco er per auters intents da provediment; talas contribuziuns èn suttamessas a las disposiziuns davart ils fonds da provediment statutars.IV.  Dretg vi da la facultad da l’associaziun1.  A norma dals statutsArt. 864 Ils statuts fixeschan tge dretgs vi da la facultad da l’associaziun ch’ils associads extrants u lur ertavels han. Quests dretgs ston vegnir calculads sin basa da la facultad netta tenor la bilantscha il mument da l’extrada, e quai excludend las reservas. Ils statuts pon conceder a l’extrant u a ses ertavels in dretg sin la restituziun cumpletta u parziala dals certificats da participaziun, e quai excludend la taxa d’entrada. Els pon prevair ch’il pajament vegnia suspendì per maximalmain 3 onns suenter l’extrada. Er senza disposiziuns statutaras ha l’associaziun il dretg da suspender la restituziun per fin 3 onns en questa chaussa, sch’ella avess in donn considerabel qua tras u sche sia existenza fiss periclitada. In eventual dretg da l’associaziun da pretender ina summa da deliberaziun adequata na vegn betg tangà da questa disposiziun. Ils dretgs da l’extrant u da ses ertavels suranneschan en 3 onns a partir dal mument che la restituziun po vegnir pretendida.2.  Tenor leschaArt. 865 Sch’ils statuts na cuntegnan naginas disposiziuns davart il dretg vi da la facultad da l’associaziun, na pon ils associads extrants u lur ertavels betg far valair in tal dretg. Sche l’associaziun vegn dissolvida entaifer 1 onn suenter l’extrada u suenter la mort d’in associà e sche la facultad vegn repartida, han l’extrant u ses ertavels ils medems dretgs sco ils commembers da l’associaziun il mument che quella vegn dissolvida.E.  ObligaziunsI.  Buna faiArt. 866Ils associads èn obligads da defender e da mantegnair en buna fai ils interess da l’associaziun.II.  Contribuziuns e prestaziunsArt. 867 Ils statuts reglan l’obligaziun da pajar contribuziuns e da furnir prestaziuns. Sch’ils associads èn obligads da pajar en certificats da participaziun u da pajar autras contribuziuns, ha l’associaziun da pretender quests pajaments cun ina brev recumandada, fixond in termin adequat. Sche l’associà na paja betg suenter l’emprim appel ed er betg suenter in segund entaifer in termin dad 1 mais, po el vegnir declerà sco privà da ses dretgs d’associà, suenter che quai è vegnì smanatschà ad el cun ina brev recumandada. Sch’ils statuts na reglan quai betg autramain, na vegn l’associà betg deliberà da sias obligaziuns che resultan tras la perdita da ses dretgs d’associà u tras l’exclusiun da l’associaziun.III.  Responsabladad1.  Da l’associaziunArt. 868Per las obligaziuns da l’associaziun stat buna la facultad da l’associaziun. Ella stat buna exclusivamain, nun ch’ils statuts fixeschian insatge auter.2.  Dals associadsa.  Responsabladad illimitadaArt. 869 Ils statuts pon – cun excepziun d’associaziuns d’assicuranza concessiunadas – disponer ch’ils associads hajan da star buns persunalmain ed illimitadamain en moda subsidiara suenter la facultad da l’associaziun. En quest cas stattan ils associads buns solidaricamain cun tut lur facultad per las obligaziuns da l’associaziun, uschenavant ch’ils crediturs ston subir perditas en cas da concurs da l’associaziun. Questa responsabladad vegn fatga valair da l’administraziun da concurs fin a la finiziun dal concurs.b.  Responsabladad limitadaArt. 870 Ils statuts pon – cun excepziun d’associaziuns d’assicuranza concessiunadas – disponer ch’ils associads hajan da star buns persunalmain en moda subsidiara suenter la facultad da l’associaziun per las obligaziuns da l’associaziun, sur las contribuziuns da commembranza e sur ils certificats da participaziun or, dentant mo fin ad ina tscherta summa. Sch’igl existan certificats da participaziun, vegn questa summa calculada per il singul associà tenor la proporziun da l’import da quests certificats da participaziun. La responsabladad vegn fatga valair da l’administraziun da concurs fin a la finiziun dal concurs.c.  Obligaziun da far in pajament supplementarArt. 871 Ils statuts pon obligar ils associads da far pajaments supplementars empè u ultra da la responsabladad; quests pajaments dastgan dentant mo servir per cuvrir perditas ch’èn vegnidas constatadas en la bilantscha. L’obligaziun da far in pajament supplementar po esser illimitada, ella po dentant er vegnir limitada a tscherts imports u en ina tscherta relaziun cun las contribuziuns da commembranza u cun ils certificats da participaziun. Sch’ils statuts na cuntegnan naginas disposiziuns davart la repartiziun dals pajaments supplementars sin ils singuls associads, vegn questa repartiziun fatga tenor l’import dals certificats da participaziun u, sche tals n’existan er betg, tenor chaus. Ils pajaments supplementars pon vegnir incassads da tut temp. En cas da concurs da l’associaziun ha l’administraziun da concurs il dretg d’incassar quests pajaments supplementars. Dal rest èn applitgablas las prescripziuns davart l’incassament da prestaziuns e davart la decleraziun da perdita dals dretgs d’associà.d.  Restricziuns inadmissiblasArt. 872Disposiziuns dals statuts che restrenschan la responsabladad ad in tschert temp u ad obligaziuns spezialas u a singulas gruppas da commembers n’èn betg valaivlas.e.  Procedura en cas da concursArt. 873 En cas da concurs d’ina associaziun cun responsabladad persunala u cun l’obligaziun da far in pajament supplementar da vart dals associads ha l’administraziun da concurs da constatar e d’incassar las parts da responsabladad u ils pajaments supplementars che pertutgan provisoricamain mintga associà; ella procura quai il medem mument sco quai ch’ella fa il plan da collocaziun. Imports nunincassabels ston vegnir repartids sin ils ulteriurs associads en la medema relaziun, surplis ston vegnir restituids suenter che la glista da repartiziun è fixada definitivamain. Il regress dals associads tranter els resta resalvà. La constataziun provisorica da las obligaziuns dals associads e la glista da repartiziun pon vegnir contestadas cun recurs tenor las prescripziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs. La procedura vegn reglada tras in’ordinaziun dal Cussegl federal.SR 281.1 Versiun tenor la cifra II 10 da la LF dals 20 da mars 2008 davart la rectificaziun formala dal dretg federal, en vigur dapi il 1. d'avust. 2008 (AS 2008 3437; BBl 2007 6121).f.  Midada da las disposiziuns da responsabladadArt. 874 Midadas da las obligaziuns da responsabladad u da las obligaziuns da far in pajament supplementar da vart dals associads sco er la reducziun u l’aboliziun dals certificats da participaziun pon mo vegnir fatgas tras ina revisiun dals statuts. Per reducir u per abolir ils certificats da participaziun vegnan ultra da quai applitgadas las disposiziuns davart la reducziun dal chapital da la societad anonima. Las obligaziuns ch’èn naschidas avant la publicaziun da la revisiun dals statuts na vegnan betg pertutgadas d’ina reducziun da la responsabladad u da l’obligaziun da far in pajament supplementar. La nova fundaziun u l’extensiun da la responsabladad u da l’obligaziun da far in pajament supplementar ha in effect en favur da tut ils crediturs da l’associaziun a partir dal mument ch’il conclus è inscrit. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).g.  Responsabladad da novs associadsArt. 875 Tgi che sa participescha ad in’associaziun cun responsabladad persunala u cun obligaziun da far in pajament supplementar, stat bun sco ils auters associads er per las obligaziuns ch’èn naschidas avant sia participaziun. Ina disposiziun cuntraria dals statuts u ina cunvegna tranter ils associads n’ha nagin effect sin terzas persunas.h.  Responsabladad suenter l’extrada u suenter la dissoluziunArt. 876 Sch’in associà che stat bun illimitadamain u limitadamain na fa betg pli part da l’associaziun pervia da mort u per auters motivs, dura la responsabladad per las obligaziuns ch’èn naschidas avant sia extrada vinavant, sche l’associaziun fa concurs entaifer 1 onn dapi l’inscripziun da l’extrada en il register da commerzi u entaifer in termin pli lung fixà en ils statuts. L’obligaziun da far in pajament supplementar exista sut las medemas premissas e per ils medems termins. Sch’ina associaziun vegn dissolvida, restan ils commembers responsabels u obligads da far in pajament supplementar en la medema maniera, uschenavant che l’associaziun fa concurs entaifer 1 onn dapi l’inscripziun da la dissoluziun en il register da commerzi u entaifer in termin pli lung fixà en ils statuts.i.  Annunzia d’entradas e d’extradas a l’uffizi dal register da commerziArt. 877 Sch’ils associads han da star bun illimitadamain u limitadamain per ils debits da l’associaziun u sch’els èn obligads da far in pajament supplementar, ha l’administraziun d’annunziar mintga entrada u mintga extrada d’in associà a l’uffizi dal register da commerzi entaifer 3 mais. Ultra da quai han mintga commember extrant u exclus sco er ils ertavels d’in commember il dretg da laschar inscriver da sai anor l’extrada, l’exclusiun u il mortori. L’uffizi dal register da commerzi ha da communitgar questa annunzia immediatamain a l’administraziun da l’associaziun. Las associaziuns d’assicuranza concessiunadas èn deliberadas da l’obligaziun d’annunziar lur commembers a l’uffizi dal register da commerzi.k.  Surannaziun da la responsabladadArt. 878 Ils dretgs dals crediturs che derivan da la responsabladad persunala dals singuls associads pon vegnir fatgs valair da mintga creditur anc durant 1 onn suenter la fin da la procedura da concurs, uschenavant ch’els n’èn betg extinguids gia avant sin basa d’ina prescripziun legala. Il regress dals associads tranter els surannescha entaifer 3 onns a partir dal mument dal pajament, per il qual il regress è vegnì fatg valair. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235).Tschintgavel chapitel:  Organisaziun da l’associaziunA.  Radunanza generalaI.  CumpetenzasArt. 879 L’organ suprem da l’associaziun è la radunanza generala dals associads. Ella ha las suandantas cumpetenzas intransferiblas:1. fixar e midar ils statuts;2. eleger l’administraziun ed il post da revisiun;2. approvar il quint annual sco er eventualmain decider davart l’utilisaziun dal gudogn che resulta tras la bilantscha;3. approvar il rapport da situaziun ed il quint dal concern;3. decider davart la restituziun da reservas dal chapital;4. distgargiar l’administraziun;5. decider davart fatschentas ch’èn resalvadas a la radunanza generala tras la lescha u tras ils statuts. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I 3 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).II.  Votaziun per correspundenzaArt. 880En cas ch’ina associaziun ha pli che 300 commembers u en cas che la maioritad da quels èn associaziuns, pon ils statuts fixar che las cumpetenzas da la radunanza generala vegnian exequidas dals associads per part u dal tuttafatg tras ina votaziun per correspundenza.III.  Convocaziun1.  Dretgs ed obligaziunsArt. 881 La radunanza generala vegn convocada da l’administraziun u d’in auter organ che ha, tenor ils statuts, il dretg da far quai u – sche necessari – dal post da revisiun. Il dretg da la convocar han er ils liquidaturs ed ils represchentants dals crediturs d’emprests. La radunanza generala sto vegnir convocada, sche quai vegn pretendì d’almain in dieschavel dals associads u – en cas d’associaziuns che han main che 30 commembers – d’almain trais associads. Sche l’administraziun n’accepta betg questa dumonda entaifer in termin adequat, ha la dretgira d’ordinar la convocaziun sin proposta dals petents. Versiun da l’emprima frasa tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).2.  FurmaArt. 882 La radunanza generala sto vegnir convocada en la furma ch’è previsa en ils statuts, dentant il pli tard 5 dis avant il di da la radunanza. Per las associaziuns che han pli che 30 commembers è la convocaziun valaivla, uschespert ch’ella è publitgada uffizialmain.3.  Objects da tractativaArt. 883 La convocaziun ha da cuntegnair las fatschentas che vegnan tractadas ed en cas d’ina midada dals statuts il cuntegn essenzial da las midadas proponidas. Concernent fatschentas che n’èn betg vegnidas annunziadas en questa maniera na pon vegnir prendids nagins conclus, cun excepziun da la proposta da convocar in’ulteriura radunanza generala. Per far propostas e per tractar fatschentas, per las qualas i na sto betg vegnir prendida ina decisiun, na dovri betg in’annunzia precedenta.4.  Radunanza da tut ils associadsArt. 884Sche ed uscheditg che tut ils associads èn preschents a la radunanza, pon els prender decisiuns, er sche las prescripziuns davart la convocaziun n’èn betg vegnidas observadas, però cun la cundiziun che nagin na fetschia opposiziun.IV.  Dretg da votarArt. 885Mintga associà ha ina vusch en la radunanza generala u tar la votaziun per correspundenza.V.  RepreschentanzaArt. 886 Il dretg da votar en la radunanza generala po in associà surdar ad in auter associà; in mandatari na po dentant betg represchentar dapli ch’in associà. Associaziuns che han dapli che 1000 commembers pon prevair en ils statuts che mintga associà dastgia represchentar dapli ch’in associà, maximalmain dentant nov auters associads. I resta resalvà als statuts da permetter ad in associà da sa laschar represchentar d’in confamigliar ch’è abel d’agir.VI.  Exclusiun dal dretg da votarArt. 887 En cas da conclus davart la distgargia da l’administraziun n’han las persunas ch’èn sa participadas en ina moda u l’autra a la gestiun nagin dretg da votar. ... Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).VII.  Deliberaziun1.  En generalArt. 888 La radunanza generala prenda ses conclus e fa sias elecziuns cun la maioritad absoluta da las vuschs dadas, nun che la lescha u ch’ils statuts fixeschian insatge auter. Il medem vala per conclus che vegnan prendids sco er per elecziuns che vegnan fatgas tras ina votaziun per correspundenza. Per dissolver l’associaziun sco er per midar ils statuts dovri ina maioritad da dus terzs da las vuschs dadas. Ils statuts pon anc engrevgiar las cundiziuns per quests conclus. Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, en vigur dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).2.  En cas d’in augment da las prestaziuns dals associadsArt. 889 Conclus davart l’introducziun u davart l’extensiun da la responsabladad persunala u da l’obligaziun da far in pajament supplementar dovran il consentiment da trais quarts da tut ils associads. Tals conclus n’èn betg liants per associads che n’han betg dà lur consentiment, sch’els decleran lur extrada entaifer 3 mais dapi la publicaziun dal conclus. Questa extrada vala a partir dal mument ch’il conclus entra en vigur. L’extrada na dastga en quest cas betg vegnir fatga dependenta dal pajament d’ina summa da deliberaziun.VIII.  Revocaziun da l’administraziun e dal post da revisiun Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 890 La radunanza generala ha il dretg da revocar ils commembers da l’administraziun e dal post da revisiun sco er auters autorisads e mandataris ch’ella ha elegì. Sin dumonda d’almain in dieschavel dals associads po la dretgira disponer la revocaziun, sch’i èn avant maun motivs impurtants, en spezial sch’ils revocads han negligì las obligaziuns ch’èn vegnidas delegadas ad els u sch’els n’èn betg stads en cas da las ademplir. En in tal cas ha ella – sche necessari – da disponer ina nova elecziun tras ils organs cumpetents da l’associaziun e da prender las mesiras necessarias per questa fasa intermediara. Pretensiuns d’indemnisaziun dals revocads restan resalvadas. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).IX.  Contestaziun dals conclus da la radunanza generalaArt. 891 L’administraziun e mintga associà pon contestar cun in plant tar la dretgira ils conclus da la radunanza generala e tals ch’èn vegnids prendids tras votaziuns per correspundenza, sch’els cuntrafan a la lescha u als statuts. Sch’il plant vegn purtà da l’administraziun, fixescha la dretgira in represchentant per l’associaziun. Il dretg da contestar extingua, sch’il plant na vegn betg purtà il pli tard 2 mais suenter ch’il conclus è vegnì prendì. La sentenzia che abolescha in conclus ha in effect per e cunter tut ils associads.X.  Radunanza da delegadsArt. 892 En cas ch’ina associaziun ha pli che 300 commembers u en cas che la maioritad da quels èn associaziuns, pon ils statuts fixar che las cumpetenzas da la radunanza generala vegnian delegadas per part u dal tuttafatg ad ina radunanza da delegads. La cumposiziun, la moda d’elecziun e la convocaziun da la radunanza da delegads vegnan regladas tras ils statuts. Mintga delegà ha ina vusch en la radunanza da delegads, nun ch’ils statuts reglian autramain il dretg da votar. Dal rest valan per la radunanza da delegads las prescripziuns legalas davart la radunanza generala.XI.  Disposiziuns excepziunalas per associaziuns d’assicuranzaArt. 893 Las associaziuns d’assicuranza concessiunadas che han passa 1000 commembers pon transferir tras ils statuts las cumpetenzas da la radunanza generala per part u dal tuttafatg a l’administraziun. Las cumpetenzas da la radunanza generala per introducir u per extender l’obligaziun da far in pajament supplementar, per dissolver, per fusiunar, per sparter l’associaziun e per midar la furma giuridica da l’associaziun èn intransferiblas. Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, en vigur dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).XII.  Lieu da radunanza ed utilisaziun da meds electronicsArt. 893aLas prescripziuns dal dretg d’aczias davart il lieu da radunanza e davart l’utilisaziun da meds electronics per preparar e per salvar la radunanza generala èn applitgablas analogamain. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  AdministraziunI.  Elegibladad1.  CommembranzaArt. 894 L’administraziun da l’associaziun consista d’almain trais persunas; la maioritad sto esser associads. Sch’ina persuna giuridica u sch’ina societad commerziala è sa participada a l’associaziun, n’è ella betg elegibla sco tala sco commembra da l’administraziun; percunter pon lur represchentants vegnir elegids empè dad ella.2.  ...Art. 895 Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Perioda d’uffiziArt. 896 Ils commembers da l’administraziun vegnan elegids per maximalmain 4 onns; els èn dentant reelegibels, nun ch’ils statuts fixeschian insatge auter. Per las associaziuns d’assicuranza concessiunadas vegnan applitgadas las prescripziuns che valan per la perioda d’uffizi da l’administraziun da las societads anonimas.III.  Giunta d’administraziunArt. 897Ils statuts pon surdar ina part da las obligaziuns e da las cumpetenzas da l’administraziun ad ina u a pliras giuntas d’administraziun che vegnan elegidas da tala.IV.  Gestiun e represchentanza1.  En generalArt. 898 Ils statuts pon autorisar la radunanza generala u l’administraziun da surdar la gestiun u singuls secturs da la gestiun e la represchentanza ad ina u a pliras persunas, manaders da fatschenta u directurs che na ston betg esser commembers da l’associaziun. L’associaziun sto pudair vegnir represchentada d’ina persuna che ha ses domicil en Svizra. Questa persuna sto appartegnair a l’administraziun ubain esser gestiunaria u directura. Questa persuna sto avair access a la glista tenor l’artitgel 837. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Versiun tenor la cifra I 2 da la LF dals 12 da dec. 2014 davart la realisaziun da las recumandaziuns dal «Groupe d’action financière», revedidas l’onn 2012, en vigur dapi il 1. da fan. 2015 (AS 2015 1389; BBl 2014 605).2.  Dimensiun e restricziunArt. 899 Las persunas ch’èn autorisadas da represchentar l’associaziun han il dretg da far – en num da l’associaziun – tut ils acts giuridics che pon vegnir cumpigliads da l’intent da l’associaziun. Ina restricziun da questa autorisaziun da represchentanza n’ha nagin effect vers terzas persunas da buna fai; resalvadas restan las disposiziuns ch’èn inscrittas en il register da commerzi concernent la represchentanza exclusiva da la sedia principala u d’ina filiala u che prescrivan da manar cuminaivlamain la firma. L’associaziun è responsabla per il donn che resulta tras acts illegals ch’ina persuna, la quala è autorisada d’ademplir la gestiun u da represchentar l’associaziun, commetta, exequind sias fatschentas.3.  Contracts tranter l’associaziun e ses represchentantArt. 899aSche l’associaziun fa in contract e sch’ella vegn represchentada en questa fatschenta da quella persuna, cun la quala ella fa il contract, sto il contract vegnir fatg en scrit. Questa necessitad na vala betg per contracts da las fatschentas currentas, tar las qualas la prestaziun da l’associaziun na surpassa betg la valur da 1000 francs. Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).4.  Suttascripziun Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 900Las persunas che han il dretg da represchentar l’associaziun ston suttascriver uschia ch’ellas agiunteschan lur suttascripziun a la firma da l’associaziun.5.  ...Art. 901 Abolì tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), cun effect dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).V.  Obligaziuns1.  En generalArt. 902 L’administraziun ha d’ademplir las fatschentas da l’associaziun cun tut quità e da promover las incumbensas da quella cun tut sias forzas. En spezial è ella obligada:1. da preparar las fatschentas da la radunanza generala e d’exequir ils conclus da tala;2. da survegliar che las persunas, ch’èn incumbensadas cun la gestiun e cun la represchentanza, observian las leschas, ils statuts ed eventuals reglaments e da sa laschar infurmar regularmain davart l’andament da las fatschentas. L’administraziun è responsabla:1. per manar ses protocols, ils protocols da la radunanza generala, ils cudeschs da fatschenta necessaris sco er la glista dals associads;2. per rediger il rapport da gestiun tenor las prescripziuns legalas e per al suttametter a l’examinaziun dal post da revisiun; e3. per annunziar las entradas e las extradas dals associads a l’uffizi dal register da commerzi. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Restituziun da prestaziunsArt. 902aPer la restituziun da prestaziuns èn applitgablas analogamain las prescripziuns dal dretg d’aczias. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).3.  Insolvenza smanatschanta, perdita da chapital e surdebitaziunArt. 903 Las disposiziuns dal dretg d’aczias davart l’insolvenza smanatschanta, davart la surdebitaziun sco er davart la revalitaziun da bains immobigliars e da participaziuns èn applitgablas analogamain. En cas d’associaziuns cun certificats da participaziun èn ultra da quai applitgablas analogamain las disposiziuns dal dretg d’aczias davart la perdita da chapital. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  Restituziun da pajamentsArt. 904 En cas da concurs da l’associaziun èn ils commembers da l’administraziun obligads vers ils crediturs da l’associaziun da restituir tuttas parts dal gudogn u autras retratgas ch’èn vegnidas fatgas sut in auter titel durant ils ultims 3 onns avant la decleraziun dal concurs, uschenavant che questas retratgas surpassan ina indemnisaziun adequata per cuntraprestaziuns ed uschenavant ch’ellas n’avessan betg duì vegnir concedidas, sche la bilantscha fiss vegnida fatga precautamain. La restituziun è exclusa, nun ch’ella possia vegnir pretendida sin basa da las disposiziuns davart l’enritgiment nungiustifitgà. La dretgira decida tenor appreziar, suenter ch’ella ha considerà tut las circumstanzas.VII.  Suspensiun e revocaziunArt. 905 L’administraziun po revocar da tut temp las giuntas, ils manaders da fatschenta, ils directurs ed auters autorisads e mandataris ch’èn vegnids nominads dad ella sezza. Ils autorisads ed ils mandataris ch’èn vegnids designads da la radunanza generala pon vegnir suspendids da lur funcziun da tut temp tras l’administraziun; quella sto dentant convocar immediatamain ina radunanza generala. Las pretensiuns d’indemnisaziun da las persunas ch’èn vegnidas revocadas u suspendidas da lur funcziuns restan resalvadas.C.  Post da revisiunI.  En generalArt. 906 Per il post da revisiun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. Ina revisiun ordinaria dal quint annual tras in post da revisiun pon pretender:1. 10 pertschient dals associads;2. ils associads che represchentan ensemen almain 10 pertschient dal chapital dals certificats da participaziun;3. ils associads ch’èn suttamess ad ina responsabladad persunala u ad in’obligaziun da far in pajament supplementar. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).II.  Controlla dal register d’associadsArt. 907En cas d’associads che han ina responsabladad persunala u in’obligaziun da far in pajament supplementar sto il post da revisiun controllar, sch’il register d’associads vegn manà en moda correcta. Sche l’associaziun n’ha nagin post da revisiun, sto l’administraziun laschar controllar il register d’associads tras in revisur admess. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Rectifitgà da la Cumissiun da redacziun da l’AF (art. 58 al. 1 LParl; SR 171.10). Rectifitgà da la Cumissiun da redacziun da l’AF (art. 58 al. 1 LParl; SR 171.10).D.  Mancanzas en l’organisaziunArt. 908En cas da mancanzas en l’organisaziun da l’associaziun èn applitgablas correspundentamain las prescripziuns dal dretg d’aczias. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 909 e 910 Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Sisavel chapitel:  Dissoluziun da l’associaziunA.  Motivs da dissoluziunArt. 911L’associaziun vegn dissolvida:1. a norma dals statuts;2. tras in conclus da la radunanza generala;3. tras la decleraziun dal concurs;4. en ils ulteriurs cas ch’èn previs da la lescha.B.  Inscripziun en il register da commerziArt. 912 La dissoluziun d’ina associaziun sto vegnir inscritta en il register da commerzi. En cas d’ina dissoluziun tras sentenzia sto la dretgira infurmar immediatamain l’uffizi dal register da commerzi. Sche la societad vegn dissolvida per auters motivs, sto l’associaziun infurmar l’uffizi dal register da commerzi. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Liquidaziun, repartiziun da la facultadArt. 913 L’associaziun vegn liquidada tenor las prescripziuns che valan per la societad anonima, cun resalva da las disposiziuns che suondan qua sutvart. La facultad da l’associaziun dissolvida che resta suenter che tut ils debits èn pajads e suenter che eventuals certificats da participaziun èn restituids, dastga vegnir repartida tranter ils associads mo, sch’ils statuts prevesan ina tala repartiziun. La repartiziun vegn fatga en quest cas tenor chaus tranter ils associads ch’èn avant maun il mument da la dissoluziun u tranter lur successurs legals, nun ch’ils statuts fixeschian insatge auter. Il dretg legal dals associads extrads u da lur ertavels da survegnir ina indemnisaziun resta resalvà. Sch’ils statuts na cuntegnan naginas prescripziuns davart la repartiziun tranter ils associads, sto il surpli da la liquidaziun vegnir duvrà per intents da l’associaziun u per promover finamiras d’utilitad publica. La decisiun en questa chaussa cumpeta a la radunanza generala, nun ch’ils statuts disponian insatge auter.D.  ...Art. 914 Abolì tras la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, cun effect dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).E.  Surpigliada tras ina corporaziun dal dretg publicArt. 915 Sche la facultad d’ina associaziun vegn surpigliada da la Confederaziun, d’in chantun u – cun la garanzia dal chantun – d’in district u d’ina vischnanca, po la liquidaziun vegnir exclusa tras contract cun il consentiment da la radunanza generala. Il conclus da la radunanza generala sto vegnir prendì tenor las prescripziuns davart la dissoluziun e sto vegnir annunzià a l’uffizi dal register da commerzi. Cun l’inscripziun da quest conclus è ademplì il transferiment da la facultad da l’associaziun inclusiv ils debits; la firma da l’associaziun sto vegnir extinguida.Settavel chapitel:  ResponsabladadA.  Responsabladad vers l’associaziunArt. 916Tut las persunas ch’èn incumbensadas cun l’administraziun, cun la gestiun, cun la revisiun u cun la liquidaziun èn responsablas per il donn ch’ellas chaschunan a l’associaziun cun violar intenziunadamain u per negligientscha lur obligaziuns. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).B.  Responsabladad vers l’associaziun, vers ils associads e vers ils creditursArt. 917 Ils commembers da l’administraziun ed ils liquidaturs che violeschan intenziunadamain u per negligientscha las obligaziuns che vegnan fixadas da la lescha per il cas d’ina surdebitaziun da l’associaziun, èn responsabels per il donn ch’els chaschunan a l’associaziun, als singuls associads ed als crediturs. L’indemnisaziun dal donn ch’è vegnì chaschunà als associads ed als crediturs mo indirectamain cun donnegiar l’associaziun sto vegnir fatga valair tenor las prescripziuns ch’èn vegnidas fixadas per la societad anonima.C.  Solidaritad e regressArt. 918 Sche pliras persunas èn responsablas per il medem donn, stattan ellas bunas solidaricamain per tal. Il regress tranter plirs participads vegn fixà da la dretgira tenor il grad da la culpa da mintgin da quels.D.  SurannaziunArt. 919 Il dretg sin indemnisaziun cunter las persunas responsablas tenor las disposiziuns qua survart surannescha suenter 5 onns a partir dal di che la persuna donnegiada è vegnida a savair dal donn e da la persuna che sto pajar l’indemnisaziun, en mintga cas dentant suenter 10 onns quintà a partir dal di ch’il cumportament donnegiant ha gì lieu u è vegnì terminà. Sche la persuna responsabla ha commess in malfatg tras ses cumportament donnegiant, surannescha il dretg d’indemnisaziun il pli baud cun l’entrada da la surannaziun da la persecuziun penala. Sche la surannaziun da la persecuziun penala n’entra betg pli en consequenza d’ina sentenzia penala da l’emprima instanza, surannescha il dretg il pli baud 3 onns suenter la communicaziun da la sentenzia. Versiun tenor la cifra I da la LF dals 15 da zer. 2018 (revisiun dal dretg da surannaziun), en vigur dapi il 1. da schan. 2020 (AS 2018 5343; BBl 2014 235). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  En cas d’associaziuns da credit e d’assicuranzaArt. 920Per las associaziuns da credit e per las associaziuns d’assicuranza concessiunadas sa drizza la responsabladad tenor las disposiziuns dal dretg d’aczias.Otgavel chapitel:  Federaziuns d’associaziunsA.  PremissasArt. 921Trais u dapli associaziuns pon furmar ina federaziun d’associaziuns e la constituir sco associaziun.B.  OrganisaziunI.  Radunanza da delegadsArt. 922 L’organ suprem da la federaziun d’associaziuns è la radunanza da delegads, nun ch’ils statuts fixeschian insatge auter. Ils statuts fixeschan il dumber dals delegads da las associaziuns participadas. Mintga delegà ha ina vusch, nun ch’ils statuts fixeschian insatge auter.II.  AdministraziunArt. 923L’administraziun sa cumpona da commembers da las associaziuns participadas, nun ch’ils statuts fixeschian insatge auter.III.  Surveglianza. ContestaziunArt. 924 Ils statuts pon conceder a l’administraziun da la federaziun il dretg da survegliar l’activitad da fatschenta da las associaziuns participadas. Els pon conceder a l’administraziun da la federaziun il dretg da contestar cun in plant tar la dretgira ils conclus ch’èn vegnids prendids da las singulas associaziuns participadas.IV.  Exclusiun da novas obligaziunsArt. 925Per ils commembers da l’associaziun participanta na dastga la participaziun ad ina federaziun d’associaziuns betg avair la consequenza ch’els stoppian surpigliar autras obligaziuns che quellas che vegnan gia prescrittas da la lescha u dals statuts da lur atgna associaziun.Novavel chapitel:  Participaziun da corporaziuns da dretg publicArt. 926 En cas d’associaziuns, vi da las qualas corporaziuns dal dretg public, sco la Confederaziun, il chantun, il district u la vischnanca, han in interess public, pon ils statuts da las associaziuns conceder a la corporaziun il dretg da delegar represchentants en l’administraziun u en il post da revisiun. Ils commembers che vegnan delegads d’ina corporaziun dal dretg public han ils medems dretgs e las medemas obligaziuns sco quels che vegnan elegids da l’associaziun. Il dretg da revocar ils commembers da l’administraziun e dal post da revisiun ch’èn vegnids delegads da la corporaziun dal dretg public ha mo la corporaziun sezza. Quella stat buna per quests commembers vers l’associaziun, vers ils associads e vers ils crediturs, cun resalva dal regress tenor il dretg da la Confederaziun e dals chantuns. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969). Versiun da l’emprima frasa tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Quarta partiziun: Il register da commerzi, las firmas commerzialas e la contabilitad commerzialaVersiun tenor la LF dals 18 da dec. 1936, en vigur dapi il 1. da fan. 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). Guardar disp. fin. e trans. dals titels XXIV–XXXIII a la fin dal DO.Trentavel titel: Il register da commerzi Versiun tenor la cifra I 1 da la LF dals 17 da mars 2017 (dretg dal register da commerzi), en vigur dapi il 1. da schan. 2021, art. 928b e 928c en vigur dapi il 1. d’avr. 2020 (AS 2020 957; BBl 2015 3617).A.  Noziun ed intentArt. 927 Il register da commerzi è in’unitad da bancas da datas manadas dal stadi. Ses intent è en spezial la registraziun e la publicaziun da fatgs giuridicamain relevants davart unitads giuridicas, ed el serva a la segirezza giuridica sco er a la protecziun da terzas persunas. Unitads giuridicas en il senn da questa lescha èn:1. interpresas singulas;2. societads collectivas;3. societads commanditaras;4. societads anonimas;5. societads acziunaras commanditaras;6. societads cun responsabladad limitada;7. associaziuns;8. uniuns;9. fundaziuns;10. societads commanditaras per investiziuns collectivas da chapital;11. societads d’investiziun a chapital fix;12. societads d’investiziun a chapital variabel;13. instituts da dretg public;14. filialas.B.  OrganisaziunI.  Autoritads dal register da commerziArt. 928 La gestiun dals uffizis dal register da commerzi è chaussa dals chantuns. Ils chantuns èn libers da manar registers da commerzi interchantunals. La Confederaziun ha la surveglianza suprema da la gestiun dal register da commerzi.II.  Collavuraziun tranter las autoritadsArt. 928a Las autoritads dal register da commerzi collavuran ina cun l’autra per ademplir lur incumbensas. Ellas surdattan ina a l’autra quellas infurmaziuns e quels documents ch’ellas dovran per ademplir lur incumbensas. Uschenavant che la lescha na prevesa nagut auter, communitgeschan las dretgiras e las autoritads administrativas da la Confederaziun e dals chantuns als uffizis dal register da commerzi ils fatgs che ston vegnir inscrits, midads u stizzads en il register da commerzi. Per las infurmaziuns e per las communicaziuns na vegnan incassadas naginas taxas.C.  Bancas da datas centralasArt. 928b L’autoritad da surveglianza suprema da la Confederaziun maina las bancas da datas centralas davart las unitads giuridicas e davart las persunas ch’èn inscrittas en ils registers chantunals. Las bancas da datas centralas servan a colliar las datas sco er a differenziar ed a chattar las unitads giuridicas e las persunas inscrittas. La registraziun da las datas en la banca da datas centrala da las unitads giuridicas è chaussa da l’autoritad da surveglianza suprema da la Confederaziun. Quella renda accessiblas las datas publicas da las unitads giuridicas per consultaziuns singulas gratuitas en l’internet. La registraziun da las datas en la banca da datas centrala da las persunas è chaussa dals uffizis dal register da commerzi. La Confederaziun è responsabla per la segirezza dals sistems d’infurmaziun e per la legalitad da l’elavuraziun da las datas.D.  Numer da la AVS e numer persunal Expressiun tenor la cifra 3 da l’agiunta da la LF dals 18 da dec. 2020 (diever sistematic dal numer da la AVS tras las autoritads), en vigur dapi il 1. da schan. 2022 (AS 2021 758; BBl 2019 7359). Questa midada è vegnida fatga en las disposiziuns numnadas en la AS.Art. 928c Las autoritads dal register da commerzi utiliseschan sistematicamain il numer da la AVS per identifitgar persunas natiralas. Ellas communitgeschan il numer da la AVS mo a posts ed ad instituziuns che basegnan quest numer per ademplir lur incumbensas legalas en connex cun il register da commerzi e ch’èn autorisads d’utilisar sistematicamain quest numer. A las persunas natiralas registradas en la banca da datas centrala da las persunas vegn ultra da quai attribuì in numer persunal betg signifitgant.E.  Inscripziun, midada e stizzadaI.  PrincipsArt. 929 Las inscripziuns en il register da commerzi ston esser vairas e na dastgan betg chaschunar engions u cuntrafar ad in interess public. L’inscripziun en il register da commerzi sa basa sin in’annunzia. Ils fatgs che duain vegnir inscrits ston vegnir cumprovads. Las inscripziuns pon er sa basar sin ina sentenzia u sin ina disposiziun d’ina dretgira u d’ina autoritad administrativa u vegnir fatgas d’uffizi.II. Numer d’identificaziun d’interpresasArt. 930Las unitads giuridicas inscrittas en il register da commerzi survegnan in numer d’identificaziun d’interpresas tenor la Lescha federala dals 18 da zercladur 2010 davart il numer d’identificaziun da las interpresas. SR 431.03III.  Inscripziun obligatorica ed inscripziun facultativa1.  Interpresas singulas e filialasArt. 931 Ina persuna natirala che maina ina fatschenta, la quala ha cuntanschì durant l’ultim onn da gestiun in retgav da la svieuta d’almain 100 000 francs, sto laschar inscriver sia interpresa singula en il register da commerzi al lieu da la sedia. Exceptads da questa obligaziun èn ils appartegnents da las professiuns libras sco er ils purs, premess ch’els na mainian betg ina interpresa en furma commerziala. Las filialas ston vegnir inscrittas en il register da commerzi dal lieu, nua ch’ellas sa chattan. Interpresas singulas e filialas che n’èn betg obligadas da s’inscriver, han il dretg da sa laschar inscriver.2.  Instituts da dretg publicArt. 932 Ils instituts da dretg public ston sa laschar inscriver en il register da commerzi, sch’els pratitgeschan principalmain in’activitad da gudogn en l’economia privata u sch’il dretg federal, chantunal u communal prevesa ina inscripziun. Els sa laschan inscriver al lieu da lur sedia. Ils instituts da dretg public che n’èn betg obligads da s’inscriver, han il dretg da sa laschar inscriver.IV.  Midada da fatgsArt. 933 Sch’in fatg è inscrit en il register da commerzi, sto er vegnir inscritta mintga midada da quest fatg. Persunas che bandunan lur funcziuns han il dretg da dumandar che lur inscripziun vegnia stizzada en il register da commerzi. L’ordinaziun regla ils detagls.V.  Stizzada d’uffizi1.  Unitads giuridicas senza activitad commerziala e senza activasArt. 934 Sch’ina unitad giuridica n’ha pli ni activitads commerzialas ni activas utilisablas, stizza l’uffizi dal register da commerzi questa unitad giuridica or dal register da commerzi. Per quest intent supplitgescha l’uffizi dal register da commerzi l’unitad giuridica da communitgar in interess vi dal mantegniment da l’inscripziun. Sche questa supplica n’ha nagin success, fa el ina publicaziun en il Fegl uffizial svizzer da commerzi, supplitgond ulteriuras persunas pertutgadas da communitgar in interess. Sch’er questa supplica n’ha nagin success, vegn stizzada l’unitad giuridica. Sche ulteriuras persunas pertutgadas fan valair in interess vi dal mantegniment da l’inscripziun, surdat l’uffizi dal register da commerzi la chaussa a la dretgira per la decisiun. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).2.  Interpresas singulas e filialas senza domicil legalArt. 934a Sch’ina interpresa singula n’ha nagin domicil legal pli, la stizza l’uffizi dal register da commerzi or dal register da commerzi, suenter ch’el ha publitgà senza success ina supplica en il Fegl uffizial svizzer. Sch’ina filiala cun sedia principala en Svizra n’ha pli nagin domicil legal, la stizza l’uffizi dal register da commerzi or dal register da commerzi, suenter ch’el ha suttamess senza success ina supplica a la sedia principala. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).VI.  ReinscripziunArt. 935 Tgi che fa valair in interess degn da vegnir protegì, po dumandar la dretgira da laschar reinscriver en il register da commerzi in’unitad giuridica stizzada. In interess degn da vegnir protegì exista en spezial, sche:1. betg tut las activas n’èn vegnidas liquidadas u repartidas suenter la terminaziun da la liquidaziun da l’unitad giuridica stizzada;2. l’unitad giuridica stizzada sa participescha ad ina procedura giudiziala sco partida;3. la reinscripziun è necessaria per rectifitgar in register public; u4. la reinscripziun è necessaria per terminar la procedura da concurs da l’unitad giuridica stizzada. En cas da mancanzas en l’organisaziun da l’unitad giuridica prenda la dretgira las mesiras necessarias ensemen cun l’ordinaziun da la reinscripziun.F.  Publicitad ed effectsI.  Publicitad e publicaziun en l’internetArt. 936 Il register da commerzi è public. La publicitad concerna las inscripziuns, las annunzias ed ils mussaments. Il numer d’assicuranza da la AVS n’è betg public. Las inscripziuns, ils statuts ed ils documents da fundaziun vegnan rendids accessibels gratuitamain en l’internet. Ulteriurs mussaments ed ulteriuras annunzias pon vegnir consultads tar l’uffizi dal register da commerzi cumpetent; sin dumonda po tal uffizi er render accessibels quests documents sur l’internet. Per las inscripziuns dal register da commerzi che vegnan rendidas accessiblas en l’internet, sto vegnir pussibilitada ina tschertga tenor tscherts criteris. Las midadas en il register da commerzi ston restar suandablas cronologicamain.II.  Publicaziun en il Fegl uffizial svizzer da commerzi e cumenzament dals effectsArt. 936a Las inscripziuns en il register da commerzi vegnan publitgadas sin via electronica en il Fegl uffizial svizzer da commerzi. Lur effects cumenzan cun la publicaziun. Er tut las publicaziuns previsas da la lescha succedan sin via electronica en il Fegl uffizial svizzer da commerzi.III.  EffectsArt. 936b Sch’in fatg è vegnì inscrit en il register da commerzi, na po nagin far l’objecziun ch’el n’haja betg enconuschì quest fatg. Sch’in fatg, che sto vegnir inscrit obligatoricamain en il register da commerzi, n’è betg vegnì inscrit, po el vegnir opponì ad ina terza persuna mo, sch’i vegn cumprovà che quella aveva enconuschientscha dal fatg. Tgi ch’è sa fidà da buna fai d’in fatg inscrit, cumbain che quel era fauss, sto vegnir protegì en la buna fai, premess che nagins interess predominants na s’opponian a quai.G.  ObligaziunsI.  Obligaziun d’examinaziunArt. 937Las autoritads dal register da commerzi examineschan, sche las premissas giuridicas per ina inscripziun en il register da commerzi èn ademplidas, en spezial sche l’annunzia ed ils mussaments na cuntrafan betg a prescripziuns imperativas e sch’il cuntegn correspunda a las prescripziuns giuridicas.II.  Supplica ed inscripziun d’uffiziArt. 938 L’uffizi dal register da commerzi supplitgescha las persunas participadas d’ademplir l’obligaziun d’inscripziun e fixescha per ellas in termin per quest intent. Sche las persunas participadas n’adempleschan betg la supplica entaifer il termin fixà, fa el d’uffizi las inscripziuns prescrittas.III. Mancanzas en l’organisaziun Art. 939 Sche l’uffizi dal register da commerzi constatescha che societads commerzialas, associaziuns, uniuns, fundaziuns betg suttamessas a la surveglianza u filialas cun sedia principala a l’exteriur, las qualas èn inscrittas en il register da commerzi, han mancanzas en l’organisaziun prescritta imperativamain da la lescha, supplitgescha el l’unitad giuridica pertutgada d’eliminar la mancanza e fixescha per ella in termin per quest intent. Sche la mancanza na vegn betg eliminada entaifer il termin fixà, surdat el la chaussa a la dretgira. Quella prenda las mesiras necessarias. En cas da fundaziuns e d’unitads giuridicas ch’èn suttamessas a la surveglianza tenor la Lescha dals 23 da zercladur 2006 davart las investiziuns collectivas, vegn la chaussa surdada a l’autoritad da surveglianza. SR 951.31H.  Multas disciplinarasArt. 940Tgi che vegn supplitgà da l’uffizi dal register da commerzi, sut la smanatscha dal chasti da quest artitgel, d’ademplir sia obligaziun d’inscripziun e n’ademplescha betg questa obligaziun entaifer il termin fixà, po vegnir chastià da l’uffizi dal register da commerzi cun ina multa disciplinara fin 5000 francs.I.  TaxasArt. 941 Tgi che chaschuna ina disposiziun d’ina autoritad dal register da commerzi u fa diever d’in servetsch d’ina tala autoritad, sto pajar ina taxa. Il Cussegl federal regla l’incassament da las taxas en il cas singul, en spezial:1. la basa da calculaziun da las taxas;2. la renunzia a l’incassament da taxas;3. la responsabladad en cas che pliras persunas èn obligadas da pajar taxas;4. la scadenza, la facturaziun ed il pajament anticipà da taxas;5. la surannaziun da pretensiuns da taxas;6. la part da las taxas incassadas dals chantuns che tutga a la Confederaziun. Per la regulaziun da las taxas resguarda el il princip d’equivalenza ed il princip da la cuvrida dals custs.J.  Protecziun giuridicaArt. 942 Cunter disposiziuns dals uffizis dal register da commerzi poi vegnir fatg recurs entaifer 30 dis suenter la communicaziun.  Mintga chantun designescha ina dretgira superiura sco instanza da recurs. Las dretgiras chantunalas annunzian immediatamain lur decisiuns a l’uffizi dal register da commerzi e las communitgeschan a l’autoritad da surveglianza suprema da la Confederaziun.K.  OrdinaziunArt. 943Il Cussegl federal decretescha prescripziuns davart:1. la gestiun dal register da commerzi e la surveglianza suprema;2. l’annunzia, l’inscripziun, la midada, la stizzada e la reinscripziun;3. il cuntegn da las inscripziuns;4. ils mussaments e lur verificaziun;5. la publicitad ed ils effects;6. l’organisaziun dal Fegl uffizial svizzer da commerzi e sia publicaziun;7. la collavuraziun e l’obligaziun da dar infurmaziuns;8. l’utilisaziun dal numer d’assicuranza da la AVS e dal numer persunal;9. las bancas da datas centralas davart las unitads giuridicas e davart las persunas;10. las modalitads da la transmissiun electronica;11. las proceduras.Trentinavel titel:  Las firmas commerzialasA.  Princips per furmar firmasI.  Disposiziuns generalasArt. 944 Mintga firma dastga – ultra dal cuntegn essenzial ch’è prescrit da la lescha – cuntegnair indicaziuns che servan a circumscriver pli detagliadamain las persunas numnadas lien u che rendan attent a la natira da l’interpresa e ch’èn in num da fantasia, premess ch’il cuntegn da la firma correspundia a la vardad, ch’el na possia betg chaschunar errurs e ch’el na cuntrafetschia betg ad interess publics. Il Cussegl federal po decretar in’ordinaziun che regla en tge dimensiun ch’ins dastga duvrar designaziuns naziunalas e territorialas per la furmaziun da firmas.II.  Interpresas singulas1.  Cuntegn principal Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 945 Tgi che maina ina fatschenta sco possessur sulet, sto furmar il cuntegn essenzial da sia firma or dal num da famiglia cun u senza il prenum. Sche la firma cuntegna ulteriurs nums da famiglia, stoi resortir, tgenin ch’è il num da famiglia dal possessur. I n’è betg permess d’agiuntar a la firma insatge che fa presumar l’existenza d’ina societad. Versiun tenor la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), en vigur dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305).2.  Exclusivitad da la firma inscrittaArt. 946 Ina firma singula ch’è inscritta en il register da commerzi na dastga betg vegnir duvrada en il medem lieu d’in auter possessur da fatschenta, e quai er betg, sche quel ha il medem prenum e num da famiglia, sut il qual la firma pli veglia è vegnida inscritta. Il nov possessur da fatschenta ha en quest cas d’agiuntar a ses num en la firma in attribut che differenziescha quella cleramain da la firma pli veglia. Vers ina firma singula ch’è inscritta en in auter lieu restan resalvads ils dretgs davart la concurrenza illoiala. Ussa: firma. Ussa: firma.Art. 947 e 948 Abolì tras la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), cun effect dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305). Guardar dentant disp. trans. da questa midada a la fin dal text.Art. 949 Abolì tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), cun effect dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).III.  Firmas societaras1.  Furmaziun da la firmaArt. 950 Societads commerzialas ed associaziuns pon eleger libramain lur firma, cun la cundiziun ch’ellas observian ils princips generals davart la furmaziun d’ina firma. En la firma sto vegnir inditgada la furma giuridica. Il Cussegl federal fixescha, tge scursanidas ch’èn admissiblas per las furmas giuridicas. Versiun tenor la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), en vigur dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305).2.  Exclusivitad da la firma inscrittaArt. 951La firma d’ina societad commerziala u d’ina associaziun sto sa distinguer cleramain da tut las firmas da societads commerzialas u d’associaziuns ch’èn gia inscrittas en Svizra. Versiun tenor la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), en vigur dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305). Guardar dentant disp. trans. da questa midada a la fin dal text.IV.  FilialasArt. 952 Filialas ston purtar la medema firma sco la sedia principala; ellas dastgan dentant agiuntar attributs spezials a lur firma, sche quels sa refereschan mo a la filiala. La firma da la filiala d’ina interpresa cun sedia a l’exteriur sto ultra da quai cuntegnair il lieu da la sedia principala, il lieu da la sedia da la filiala e la designaziun expressiva sco filiala.V.  ...Art. 953 Abolì tras la cifra I da la LF dals 25 da sett. 2015 (dretg da firmas), cun effect dapi il 1. da fan. 2016 (AS 2016 1507; BBl 2014 9305).VI.  Midada dal numArt. 954La firma vertenta po vegnir mantegnida, sch’il num dal possessur da la fatschenta u d’in societari ch’è cuntegnì en quella firma è vegnì midà tras la lescha u tras l’autoritad cumpetenta.B.  Obligaziun da duvrar la firma ed il numArt. 954a En la correspundenza, sin ils formulars d’empustaziun e sin ils quints sco er en publicaziuns sto vegnir inditgada la firma ch’è inscritta en il register da commerzi u il num ch’è inscrit en il register da commerzi, e quai cumplettamain e senza midadas. Supplementarmain pon vegnir duvrads designaziuns curtas, logos, designaziuns da fatschenta, ensainas ed indicaziuns sumegliantas. Integrà tras la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).C.  Surveglianza Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).Art. 955L’administratur dal register da commerzi è obligà d’uffizi d’intimar ils participads d’observar las disposiziuns davart la furmaziun d’ina firma.D.  Resalva d’autras prescripziuns federalasArt. 955aTras l’inscripziun d’ina firma na vegn la persuna autorisada betg deliberada d’observar autras prescripziuns federalas, particularmain talas davart la protecziun cunter engions en las relaziuns commerzialas. Integrà tras la cifra 2 da l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2017 (AS 2015 3631; BBl 2009 8533).E.  Protecziun da la firma Versiun tenor la cifra 2 da l’agiunta da la LF dals 21 da zer. 2013, en vigur dapi il 1. da schan. 2017 (AS 2015 3631; BBl 2009 8533).Art. 956 Il dretg da duvrar la firma d’in singul possessur da fatschenta u d’ina societad commerziala u d’ina associaziun ch’è inscritta en il register da commerzi e publitgada en il Fegl uffizial svizzer da commerzi ha sulettamain il possessur da quella. Tgi che vegn pregiuditgà tras l’utilisaziun nunautorisada d’ina firma, po dumandar dal derschader da metter ina fin a quest abus; en cas da culpa po el purtar plant per pretender ina indemnisaziun.Trentadusavel titel: Contabilitad commerziala, rendaquint, ulteriuras obligaziuns da transparenza e da diligenza Versiun tenor la cifra I 2 da la LF dals 23 da dec. 2011 (dretg da rendaquint), en vigur dapi il 1. da schan. 2013 (AS 2012 6679; BBl 2008 1589). Guardar er disp. trans. da questa midada a la fin dal text. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (cuntraproposta indirecta a l’iniziativa dal pievel «Per interpresas responsablas – per proteger ils umans e l’ambient»), en vigur dapi il 1. da schan. 2022 (AS 2021 846; BBl 2017 399).Emprim chapitel:  Disposiziuns generalasA.  Obligaziun da far ina contabilitad e da render quintArt. 957 Obligadas da far ina contabilitad e da render quint tenor las suandantas disposiziuns èn:1. interpresas singulas e societads da persunas che han cuntanschì in retgav da la svieuta d’almain 500 000 francs durant l’ultim onn da gestiun;2. persunas giuridicas. Obligadas da far ina contabilitad mo davart las entradas e las expensas sco er davart la situaziun da la facultad èn:1. interpresas singulas e societads da persunas cun in retgav da la svieuta da main che 500 000 francs durant l’ultim onn da gestiun;2. uniuns e fundaziuns che n’èn betg obligadas da laschar s’inscriver en il register da commerzi;3. fundaziuns ch’èn deliberadas da l’obligaziun da designar in post da revisiun tenor l’artitgel 83b alinea 2 CCS. Per las interpresas tenor l’alinea 2 valan ils princips da la contabilitad regulara confurm al senn. SR 210B.  ContabilitadArt. 957a La contabilitad è la basa dal rendaquint. Ella registrescha quellas fatschentas e quels fatgs ch’èn necessaris per preschentar la situaziun da la facultad, da la finanziaziun e dal retgav da l’interpresa (situaziun economica). Ella observa ils princips da la contabilitad regulara. En spezial ston vegnir resguardads ils suandants princips:1. registraziun cumpletta, vardaivla e sistematica da las fatschentas e dals fatgs;2. cumprova da las singulas cudeschaziuns a maun da mussaments;3. clerezza;4. adequatezza en vista al gener ed a la grondezza da l’interpresa;5. verifitgabladad. Quittanzas da cudeschaziun èn tut ils documents scrits, saja quai sin palpiri, en furma electronica u en ina furma cumparegliabla, ch’èn necessaris per pudair verifitgar la fatschenta u il fatg ch’è la basa d’ina cudeschaziun. La contabilitad vegn fatga en la valuta naziunala u en la valuta la pli impurtanta per l’activitad commerziala da l’interpresa. Ella vegn fatga en ina da las linguas naziunalas u en englais. Ella po vegnir fatga sin palpiri, en furma electronica u en ina furma cumparegliabla.C.  RendaquintI.  Intent e cuntegnArt. 958 Il rendaquint duai preschentar la situaziun economica da l’interpresa uschia, che terzas persunas sa pon far in’opiniun fidada da tala. Il rendaquint vegn preschentà en il rapport da gestiun. Quel cuntegna il quint annual (bilantscha individuala) che sa cumpona da la bilantscha, dal quint economic e da l’agiunta. Las prescripziuns per interpresas pli grondas e per concerns restan resalvadas. Entaifer 6 mais suenter la fin da l’onn da gestiun sto vegnir redigì il rapport da gestiun e preschentà a l’organ cumpetent u a las persunas cumpetentas per l’approvaziun. Il rapport da gestiun sto vegnir suttascrit dal parsura da l’organ directiv u administrativ suprem e da la persuna ch’è responsabla entaifer l’interpresa per il rendaquint.II.  Basas dal rendaquint1.  Supposiziun da la cuntinuaziun da l’interpresaArt. 958a Il rendaquint sa basa sin la supposiziun che l’interpresa vegnia cuntinuada durant il proxim temp. Sche la terminaziun da l’activitad u da parts da tala è previsa u n’è probablamain betg evitabla durant ils 12 mais che suondan il di da referenza da la bilantscha, sto il rendaquint da las parts respectivas da l’interpresa sa basar sin valurs d’alienaziun. Per las expensas ch’èn colliadas cun la terminaziun da l’activitad ston vegnir furmadas retenziuns. Divergenzas da la supposiziun da la cuntinuaziun da l’interpresa ston vegnir remartgadas en l’agiunta; i sto vegnir preschentà, tge influenza ch’ellas han sin la situaziun economica da l’interpresa.2.  Cunfinaziun temporala e materialaArt. 958b Ils custs ed ils retgavs ston vegnir cunfinads in da l’auter en reguard temporal e material. Sch’ils retgavs nets da las furniziuns e da las prestaziuns u sch’ils retgavs finanzials na surpassan betg 100 000 francs, pon ins desister da la cunfinaziun temporala e far empè da quai ina contabilitad da las expensas e da las entradas. Sch’il rendaquint na vegn betg preschentà en francs, è la media annuala dal curs decisiva per fixar la valur tenor l’alinea 2. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).III.  Princips dal rendaquint regularArt. 958c Per il rendaquint èn decisivs en spezial ils suandants princips:1. clerezza e la chapaivladad;2. cumplettadad;3. fidadadad;4. essenzialitad;5. precauziun;6. cuntinuitad da la preschentaziun e dals criteris da valitaziun;7. scumond da scuntrar las activas cun las passivas ed ils custs cun il retgav. L’existenza da las singulas posiziuns en la bilantscha ed en l’agiunta sto vegnir cumprovada tras in inventari u en autra moda. Il rendaquint sto vegni adattà a las particularitads da l’interpresa e da la branscha, resguardond il cuntegn minimal prescrit da la lescha.IV.  Preschentaziun, valuta e linguaArt. 958d La bilantscha ed il quint economic pon vegnir preschentads en furma da conto u en furma graduada. Posiziuns che n’han nagina valur u mo ina valur irrelevanta na ston betg vegnir enumeradas separadamain. Ultra da las cifras da l’onn da gestiun ston vegnir inditgadas en il quint annual er las valurs correspundentas da l’onn precedent. Il rendaquint vegn fatg en la valuta naziunala u en la valuta la pli impurtanta per l’activitad commerziala da l’interpresa. Sch’il rendaquint na vegn betg fatg en la valuta naziunala, ston las valurs er anc vegnir inditgadas en la valuta naziunala. Ils curs da conversiun ston vegnir preschentads ed eventualmain explitgads en l’agiunta. Il rendaquint vegn fatg en ina da las linguas naziunalas u en englais.D.  Publicaziun ed invista Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 958e Suenter che l’organ cumpetent ha approvà il quint annual ed il quint dal concern, ston quels vegnir publitgads ensemen cun ils rapports da revisiun en il Fegl uffizial svizzer da commerzi ubain vegnir tramess – en in exemplar e sin ses custs – a mintga persuna che dumonda quels entaifer 1 onn suenter l’approvaziun, sche:1. l’interpresa debitescha obligaziuns d’emprest; u2. titels da participaziun da l’interpresa èn quotads ad ina bursa. Las ulteriuras interpresas ston dar als crediturs che cumprovan in interess degn da vegnir protegì, il dretg da prender invista dal rapport da gestiun e dals rapports da revisiun. En cas da dispita decida il derschader. Sche l’interpresa fa diever d’ina pussaivladad da renunzia tenor l’artitgel 961d alinea 1, 962 alinea 3 u 963a alinea 1 cifra 2, sa drizzan la publicaziun e l’invista tenor las prescripziuns per l’agen quint annual. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).E.  Manar e conservar ils cudeschs da fatschentaArt. 958f Ils cudeschs da fatschenta e las quittanzas da cudeschaziun sco er il rapport da gestiun ed il rapport da revisiun ston vegnir conservads durant 10 onns. Il termin da conservaziun cumenza cun la fin da l’onn da gestiun. Il rapport da gestiun ed il rapport da revisiun ston vegnir conservads sin palpiri ed esser suttascrits. Ils cudeschs da fatschenta e las quittanzas da cudeschaziun pon vegnir conservads sin palpiri, en furma electronica u en ina furma cumparegliabla, uschenavant che la colliaziun cun las fatschentas ed ils fatgs ch’èn la basa da las cudeschaziuns è garantida ed uschenavant che lur legibladad è pussaivla da tut temp. Il Cussegl federal decretescha las prescripziuns davart ils cudeschs da fatschenta ch’èn da manar, davart ils princips per manar e conservar tals sco er davart ils purtaders d’infurmaziuns che dastgan vegnir utilisads.Segund chapitel:  Quint annual e clusiun intermediara Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).A.  BilantschaI.  Intent da la bilantscha, obligaziun ed abilitad da far ina bilantschaArt. 959 La bilantscha preschenta la situaziun da la facultad e da la finanziaziun da l’interpresa per il di da referenza da la bilantscha. Ella è dividida en activas e passivas. Sco activas ston vegnir bilantschadas valurs da facultad, sche l’interpresa po disponer da talas sin basa d’eveniments anteriurs, sch’ina afflussiun da meds è probabla e sche lur valur po vegnir stimada en moda fidada. Autras valurs da facultad na dastgan betg vegnir bilantschadas. Sco facultad en circulaziun ston vegnir bilantschads ils meds liquids sco er autras activas che daventan probablamain liquidas entaifer 1 onn a partir dal di da referenza da la bilantscha u entaifer il ciclus da fatschentas normal u che vegnan realisadas en autra moda. Sco facultad d’investiziun ston vegnir bilantschadas tut las autras activas. Sco passivas ston vegnir bilantschads il chapital ester e l’agen chapital. Ils debits ston vegnir bilantschads sco chapital ester, sch’els èn vegnids effectuads tras eveniments passads, sch’ina deflussiun da meds è probabla e sche lur valur po vegnir stimada en moda fidada. Sco debits a curta vista ston vegnir bilantschads ils debits ch’èn probablamain da pajar entaifer 1 onn a partir dal di da referenza da la bilantscha u entaifer il ciclus da fatschentas normal. Sco debits a lunga vista ston vegnir bilantschads tut ils auters debits. L’agen chapital sto vegnir preschentà e structurà tenor la furma giuridica.II.  Structura minimalaArt. 959a Tar las activas ston vegnir preschentadas separadamain – tut tenor lur grad da liquiditad – almain las suandantas posiziuns, e quai en la suandanta successiun:1. facultad en circulaziun:a. meds liquids sco er activas quotadas a la bursa e tegnidas a curta vista,b. pretensiuns da furniziuns e da prestaziuns,c. autras pretensiuns a curta vista,d. provisiuns e servetschs betg facturads,e. cudeschaziuns transitoricas activas;2. facultad d’investiziun:a. investiziuns finanzialas,b. participaziuns,c. investiziuns materialas,d. investiziuns immaterialas,e. chapital da basa, chapital da la societad u chapital da la fundaziun betg pajà. Tar las passivas ston vegnir preschentadas separadamain – tut tenor la data ch’ellas èn da pajar – almain las suandantas posiziuns, e quai en la suandanta successiun:1. chapital ester a curta vista:a. debits da furniziuns e da prestaziuns,b. debits tschainsibels a curta vista,c. auters debits a curta vista,d. cudeschaziuns transitoricas passivas;2. chapital ester a lunga vista:a. debits tschainsibels a lunga vista,b. auters debits a lunga vista,c. retenziuns sco er posiziuns sumegliantas previsas da la lescha;3. agen chapital:a. chapital da basa, chapital da la societad u chapital da la fundaziun, eventualmain zavrà tenor categorias da participaziun,b. reserva legala dal chapital,c. reserva legala dal gudogn,d. reservas facultativas dal gudogn,e. atgnas quotas dal chapital sco posts negativs,f. il transport dal gudogn u da la perdita sco post negativ,g. il gudogn annual u la perdita annuala sco post negativ. Ulteriuras posiziuns ston vegnir preschentadas separadamain en la bilantscha u en l’agiunta, sche quai è impurtant per che terzas persunas possian giuditgar la situaziun da la facultad u da la finanziaziun u sche quai è usità en il sectur d’activitad da l’interpresa. Pretensiuns e debits envers persunas participadas directamain u indirectamain, envers organs ed envers interpresas, vi da las qualas l’interpresa è participada directamain u indirectamain, ston mintgamai vegnir preschentads separadamain en la bilantscha u en l’agiunta. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).B.  Quint economic; structura minimalaArt. 959b Il quint economic preschenta la situaziun dal retgav da l’interpresa durant l’onn da gestiun. El po vegnir stabilì sco quint economic da producziun u sco quint economic da vendita. En il quint economic da producziun (procedura dals custs totals) ston vegnir preschentadas mintgamai separadamain almain las suandantas posiziuns, e quai en la suandanta successiun:1. retgavs nets da furniziuns e da prestaziuns;2. midadas da la provisiun da products finids e betg finids sco er da servetschs betg facturads;3. custs da material;4. custs da persunal;5. ulteriurs custs da manaschi;6. amortisaziuns e rectificaziuns da valurs sin posiziuns da la facultad d’investiziun;7. custs e retgavs finanzials;8. custs e retgavs d’ordaifer il manaschi;9. custs e retgavs extraordinaris, unics u d’autras periodas;10. taglias directas;11. gudogn annual u perdita annuala. En il quint economic da vendita (procedura dals custs da la svieuta) ston vegnir preschentadas mintgamai separadamain almain las suandantas posiziuns, e quai en la suandanta successiun:1. retgavs nets da furniziuns e da prestaziuns;2. custs d’acquisiziun u da producziun dals products vendids u da las prestaziuns vendidas;3. custs d’administraziun e da distribuziun;4. custs e retgavs finanzials;5. custs e retgavs d’ordaifer il manaschi;6. custs e retgavs extraordinaris, unics u d’autras periodas;7. taglias directas;8. gudogn annual u perdita annuala. En l’agiunta dal quint economic da vendita ston plinavant vegnir preschentads ils custs da persunal sco er – en ina posiziun – las amortisaziuns e las rectificaziuns da valurs sin posiziuns da la facultad d’investiziun. Ulteriuras posiziuns ston vegnir preschentadas separadamain en il quint economic, sche quai è impurtant per che terzas persunas possian giuditgar la situaziun dal retgav u sche quai è usità en il sectur d’activitad da l’interpresa.C.  AgiuntaArt. 959c L’agiunta dal quint annual cumplettescha ed explitgescha las autras parts dal quint annual. Ella cuntegna:1. indicaziuns davart ils princips applitgads en il quint annual, nun che quels sajan prescrits da la lescha;2. indicaziuns, classificaziuns ed explicaziuns davart tschertas posiziuns da la bilantscha e dal quint economic;3. l’import total da las reservas dissolvidas per reacquisiziuns e da las reservas zuppadas supplementaras, uschenavant che quest import surpassa l’import total da las reservas da medema spezia ch’èn vegnidas constituidas da nov, sch’il resultat realisà vegn preschentà qua tras en moda bler pli favuraivla;4. ulteriuras indicaziuns pretendidas da la lescha. L’agiunta sto plinavant cuntegnair las suandantas indicaziuns, sche quellas na resortan betg gia da la bilantscha u dal quint economic:1. la firma u il num sco er la furma giuridica e la sedia da l’interpresa;2. ina decleraziun ch’il dumber da plazzas a temp cumplain na surpassia betg 10, 50 respectivamain 250 en la media annuala;3. la firma, la furma giuridica e la sedia da las interpresas, vi da las qualas l’interpresa è participada en moda directa u en moda indirecta relevanta, inditgond la quota da chapital e la quota dals dretgs da votar;4. il dumber d’atgnas quotas che vegnan tegnidas da l’interpresa sezza u da las interpresas ch’ella controllescha (art. 963);5. l’acquist e l’alienaziun d’atgnas quotas e las cundiziuns, sut las qualas ellas èn vegnidas acquistadas u alienadas;6. l’import restant dals debits or da fatschentas da leasing sumegliantas al contract da cumpra ed or d’autras fatschentas da leasing, sche quellas na fineschan betg entaifer 12 mais a partir dal di da referenza da la bilantscha u na pon betg vegnir disditgas entaifer quest termin;7. ils debits envers instituziuns da prevenziun;8. l’import total da las segirezzas constituidas per ils debits da terzas persunas;9. mintgamai l’import total da las activas duvradas per segirar agens debits sco er da las activas sut resalva da la proprietad;10. las obligaziuns giuridicas u effectivas, sch’ina deflussiun da meds na para betg d’esser probabla u sch’ellas han ina valur che na po betg vegnir stimada en moda fidada (obligaziuns eventualas);11. il dumber e la valur da dretgs da participaziun u d’opziuns sin tals dretgs per tut ils organs directivs ed administrativs sco er per ils collavuraturs;12. explicaziuns davart posiziuns extraordinarias u unicas dal quint economic u davart posiziuns che sa refereschan ad autras periodas;13. eveniments impurtants suenter il di da referenza da la bilantscha;14. en cas d’ina demissiun anticipada u d’ina revocaziun dal post da revisiun: ils motivs da questa demissiun u revocaziun;15. tut ils augments e tut las reducziuns dal chapital ch’il cussegl d’administraziun ha fatg entaifer la marscha da chapital. Las interpresas singulas e las societads da persunas pon desister da rediger l’agiunta, sch’ellas n’èn betg obligadas da far il rendaquint tenor las prescripziuns per interpresas pli grondas. Sche las prescripziuns davart la structura minimala da la bilantscha e dal quint economic pretendan indicaziuns supplementaras, ma sch’i vegn desistì da rediger in’agiunta, ston questas indicaziuns vegnir fatgas directamain en la bilantscha u en il quint economic. Las interpresas che debiteschan obligaziuns d’emprest ston inditgar ils imports, las tariffas da tschains, la scadenza sco er autras cundiziuns da talas. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).D.  ValitaziunI.  PrincipsArt. 960 Las activas ed ils debits vegnan per regla valitads separadamain, sch’els èn impurtants e sch’els na vegnan normalmain betg valitads en gruppas pervia da lur sumeglientscha. La valitaziun sto vegnir fatga cun precauziun, senza dentant impedir in giudicament fidabel da la situaziun economica da l’interpresa. Sch’igl existan indizis concrets per ina survalitaziun da las activas u per retenziuns memia pitschnas, ston las valurs vegnir examinadas ed eventualmain adattadas.II.  Activas1.  En generalArt. 960a Tar lur emprima registraziun dastgan las activas vegnir valitadas maximalmain per ils custs d’acquisiziun u da producziun. La valitaziun sequenta da las activas na dastga betg esser pli auta ch’ils custs d’acquisiziun u da producziun. Resalvadas restan disposiziuns per singuls geners d’activas. Las perditas da valur en consequenza d’utilisaziun e da vegliadetgna ston vegnir resguardadas cun far amortisaziuns, autras perditas da valur ston vegnir resguardadas tras rectificaziuns da las valurs. Las amortisaziuns e las rectificaziuns da las valurs ston vegnir fatgas tenor ils princips commerzials ch’èn renconuschids en general. Ellas ston vegnir imputadas directamain u indirectamain tar las activas correspundentas sin donn e cust dal quint economic e na dastgan betg vegnir preschentadas tar las passivas. Per intents da reacquisiziun sco er per segirar la prosperitad duraivla da l’interpresa dastgan vegnir fatgas ulteriuras amortisaziuns e rectificaziuns da valurs. Per ils medems motivs dastga l’interpresa desister da dissolver amortisaziuns e rectificaziuns da valurs che n’èn betg pli giustifitgadas.2.  Activas cun pretschs da martgà observabelsArt. 960b En la valitaziun sequenta dastgan activas ch’èn quotadas a la bursa u che han in auter pretsch da martgà observabel sin in martgà activ, vegnir valitadas per il curs u per il pretsch da martgà dal di da referenza da la bilantscha, er sche quest pretsch è pli aut che la valur nominala u che la valur d’acquisiziun. Tgi che fa diever da quest dretg, sto valitar tut las activas da las posiziuns correspundentas da la bilantscha, che han in pretsch da martgà observabel, per il curs u per il pretsch da martgà dal di da referenza da la bilantscha. En l’agiunta stoi vegnir rendì attent a questa valitaziun. Per las vaglias e per las ulteriuras activas, che han in pretsch da martgà observabel, sto la valur totala da las activas correspundentas mintgamai vegnir inditgada separadamain. Sche las activas vegnan valitadas per il curs da la bursa u per il pretsch da martgà dal di da referenza da la bilantscha, dastga la valur vegnir rectifitgada sin donn e cust dal quint economic per tegnair quint da la fluctuaziun dals curs. Talas rectificaziuns da la valur n’èn dentant betg permessas, sch’i vegnissan uschia sutpassadas tant la valur d’acquisiziun sco er la valur da bursa, en cas che quella fiss pli bassa che la valur d’acquisiziun. L’import total da las reservas da fluctuaziun sto vegnir preschentà separadamain en la bilantscha u en l’agiunta.3.  Provisiuns e servetschs betg facturadsArt. 960c Sche la valitaziun sequenta da las provisiuns e dals servetschs betg facturads mussa che la valur d’alienaziun è – resguardond ils custs che resultan anc – pli bassa ch’ils custs d’acquisiziun u da producziun per il di da referenza da la bilantscha, sto vegnir cudeschada questa valur. Provisiuns èn las materias primas, ils products en elavuraziun, ils products finids e la martganzia.4.  Facultad d’investiziunArt. 960d Facultad d’investiziun èn valurs che vegnan acquistadas cun l’intenziun da las utilisar u tegnair a lunga vista. Ina perioda a lunga vista è ina perioda da passa 12 mais. Participaziuns èn quotas dal chapital d’ina autra interpresa che vegnan tegnidas a lunga vista e che dattan al titular ina influenza considerabla. Ina influenza considerabla vegn supponida, sche las quotas dal chapital represchentan almain 20 pertschient dals dretgs da votar.III.  DebitsArt. 960e Ils debits ston vegnir cudeschads per la valur nominala. Sch’ins sto quintar cun ina deflussiun da meds durant ils onns da gestiun vegnints pervia d’eveniments passads, ston las retenziuns ch’èn probablamain necessarias vegnir fatgas sin donn e cust dal quint economic. Retenziuns dastgan plinavant vegnir fatgas en spezial per:1. custs regulars che resultan d’obligaziuns da garanzia;2. sanaziuns d’investiziuns materialas;3. restructuraziuns;4. segirar la prosperitad duraivla da l’interpresa. Las restituziuns che n’èn betg pli giustifitgadas na ston betg vegnir dissolvidas.E.  Clusiun intermediaraArt. 960f Ina clusiun intermediara vegn fatga tenor las prescripziuns per il quint annual e cuntegna ina bilantscha, in quint economic ed in’agiunta. Las prescripziuns per interpresas pli grondas e per concerns restan resalvadas. Simplificaziuns u scursanidas èn admissiblas, sche la preschentaziun da l’andament da las fatschentas na vegn betg restrenschida. Vegnir preschentadas ston almain las rubricas e las summas intermediaras ch’èn cuntegnidas en l’ultim quint annual. Plinavant cuntegna l’agiunta da la clusiun intermediara las suandantas indicaziuns:1. l’intent da la clusiun intermediara;2. las simplificaziuns e las scursanidas, inclusiv eventualas divergenzas dals princips applitgads per l’ultim quint annual;3. ulteriurs facturs che han influenzà essenzialmain la situaziun economica da l’interpresa durant la perioda da rapport, en spezial explicaziuns davart la stagiunalitad. La clusiun intermediara sto vegnir designada sco tala. Ella sto vegnir suttascritta dal parsura da l’organ directiv u administrativ suprem e da la persuna ch’è responsabla entaifer l’interpresa per la clusiun intermediara. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Terz chapitel:  Rendaquint en interpresas grondasA.  Pretensiuns supplementaras envers il rapport da gestiunArt. 961Las interpresas ch’èn obligadas tras lescha da laschar far ina revisiun ordinaria ston:1. far indicaziuns supplementaras en l’agiunta dal quint annual;2. integrar in quint da la circulaziun dals daners en il quint annual;3. rediger in rapport da situaziun.B.  Indicaziuns supplementaras en l’agiunta dal quint annualArt. 961aEn l’agiunta dal quint annual ston vegnir fatgas indicaziuns supplementaras davart:1. ils debits tschainsibels a lunga vista, classifitgads tenor scadenza dad 1 fin 5 onns e da passa 5 onns;2. l’onurari dal post da revisiun, d’ina vart per las prestaziuns da revisiun e da l’autra vart per autras prestaziuns.C.  Quint da la circulaziun dals danersArt. 961bIl quint da la circulaziun dals daners preschenta mintgamai separadamain la midada dals meds liquids che derivan da l’activitad commerziala, da l’activitad d’investiziun e l’activitad da finanziaziun.D.  Rapport da situaziunArt. 961c Il rapport da situaziun preschenta l’andament da las fatschentas e la situaziun economica da l’interpresa sco er eventualmain dal concern a la fin da l’onn da gestiun, e quai tenor criteris che na figureschan betg en il quint annual. Il rapport da situaziun sto infurmar en spezial davart:1. il dumber da plazzas a temp cumplain en la media annuala;2. la realisaziun d’ina valitaziun da las ristgas;3. la situaziun da las empustaziuns e da las incaricas;4. l’activitad da perscrutaziun e da svilup;5. eveniments extraordinaris;6. las perspectivas per l’avegnir. Il rapport da situaziun na dastga betg star en cuntradicziun cun la preschentaziun da la situaziun economica en il quint annual.E.  Facilitaziuns Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Art. 961d Da las indicaziuns supplementaras en l’agiunta dal quint annual, dal quint da la circulaziun dals daners sco er dal rapport da situaziun poi vegnir desistì, sche:1. l’interpresa fa ina clusiun u in quint dal concern tenor in standard da rendaquint renconuschì; u2. ina persuna giuridica, che controllescha l’interpresa, fa in quint dal concern tenor in standard da rendaquint renconuschì. In rendaquint tenor las prescripziuns da quest chapitel po vegnir pretendì:1. dals societaris che represchentan almain 10 pertschient dal chapital da basa;2. da 10 pertschient dals commembers da l’associaziun u da 20 pertschient dals commembers da l’uniun;3. da mintga societari u commember ch’è suttamess ad ina responsabladad persunala u ad in’obligaziun da far pajaments supplementars. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).Quart chapitel:  Clusiun tenor in standard da rendaquint renconuschìA.  En generalArt. 962 Ultra dal quint annual tenor quest titel sto vegnir fatga ina clusiun tenor in standard da rendaquint renconuschì:1. da societads, sche lur titels da participaziun èn quotads ad ina bursa e sche la bursa pretenda quai;2. d’associaziuns cun almain 2000 commembers;3. da fundaziuns ch’èn obligadas tras lescha da laschar far ina revisiun ordinaria. Ina clusiun tenor in standard renconuschì po plinavant vegnir pretendida:1. dals societaris che represchentan almain 20 pertschient dal chapital da basa;2. da 10 pertschient dals commembers da l’associaziun u da 20 pertschient dals commembers da l’uniun;3. dals societaris u da commembers ch’èn suttamess ad ina responsabladad persunala u ad in’obligaziun da far pajaments supplementars. L’obligaziun da far ina clusiun tenor in standard renconuschì croda davent, sch’i vegn fatg in quint dal concern tenor in standard renconuschì. L’organ directiv u administrativ suprem è responsabel per la tscherna dals standards renconuschids, premess ch’ils statuts, il contract da societad u il document da fundaziun na disponian betg autramain u premess che l’organ suprem na fixeschia betg il standard renconuschì.B.  Standards da rendaquint renconuschidsArt. 962a Sch’ina clusiun vegn fatga tenor in standard da rendaquint renconuschì, sto quest standard vegnir inditgà en la clusiun. Il standard renconuschì tschernì sto vegnir applitgà en moda integrala e per l’entira clusiun. In expert da revisiun admess sto controllar ch’il standard renconuschì vegnia observà. La clusiun sto vegnir suttamessa ad ina revisiun ordinaria. La clusiun tenor in standard renconuschì sto vegnir preschentada a l’organ suprem a chaschun da l’approvaziun dal quint annual, na sto dentant betg vegnir approvada. Il Cussegl federal designescha ils standards renconuschids. El po fixar las premissas che ston esser ademplidas per tscherner in standard u per midar d’in standard ad in auter.Tschintgavel chapitel:  Quint dal concernA.  Obligaziun da far il quintArt. 963 Sch’ina persuna giuridica ch’è obligada da render quint controllescha ina u pliras interpresas, ch’èn medemamain obligadas da render quint, sto ella integrar en il rapport da gestiun in quint annual consolidà (quint dal concern) per tut las interpresas controlladas. Ina persuna giuridica controllescha in’autra interpresa, sch’ella:1. dispona directamain u indirectamain da la maioritad da las vuschs en l’organ suprem;2. ha directamain u indirectamain il dretg da nominar u da revocar la maioritad dals commembers da l’organ directiv u administrativ suprem; u3. po avair ina influenza dominanta sin basa dals statuts, dal document da fundaziun, d’in contract u d’instruments cumparegliabels. In standard renconuschì tenor l’artitgel 963b po definir il circul da las interpresas ch’èn da consolidar. Las uniuns, las fundaziuns e las associaziuns pon delegar ad ina interpresa controllada l’obligaziun da far in quint dal concern, sche questa interpresa controllada reunescha – tras la maioritad da las vuschs u en autra moda – tut las ulteriuras interpresas sut ina direcziun unitara e cumprova ch’ella haja effectivamain la controlla.B.  Liberaziun da l’obligaziun da far il quintArt. 963a Ina persuna giuridica è deliberada da l’obligaziun da far in quint dal concern, sch’ella:1. na surpassa betg – ensemen cun las interpresas controlladas – duas da las suandantas grondezzas entaifer 2 onns consecutivs:a. summa da bilantscha da 20 milliuns francs,b. retgav da la svieuta da 40 milliuns francs,c. 250 plazzas a temp cumplain en la media annuala;2. vegn controllada d’ina interpresa, da la quala il quint dal concern è vegnì fatg e controllà en moda ordinaria tenor prescripziuns svizras u tenor prescripziuns estras equivalentas; u3. ha delegà l’obligaziun da far in quint dal concern ad ina interpresa controllada tenor l’artitgel 963 alinea 4. In quint dal concern sto tuttina vegnir fatg, sche:1. quai è necessari per giuditgar en moda uschè fidabla sco pussaivel la situaziun economica;2. quai vegn pretendì da societaris che represchentan almain 20 pertschient dal chapital da basa, u da 10 pertschient dals associads u da 20 pertschient dals commembers da l’uniun;3. quai vegn pretendì d’in societari u d’in commember da l’uniun ch’è suttamess ad ina responsabladad persunala u ad in’obligaziun da far pajaments supplementars; u4. quai vegn pretendì da l’autoritad da surveglianza da la fundaziun. Sch’il rendaquint na vegn betg preschentà en francs, vegnan las valurs tenor l’alinea 1 cifra 1 fixadas sco suonda: per la summa da bilantscha sin basa dal curs da stgomi dal di da referenza da la bilantscha e per il retgav da la svieuta sin basa da la media annuala dal curs. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).C.  Standards da rendaquint renconuschidsArt. 963b Il quint dal concern da las suandantas interpresas sto vegnir fatg tenor in standard da rendaquint renconuschì:1. societads, sche lur titels da participaziun èn quotads ad ina bursa e sche la bursa pretenda quai;2. associaziuns cun almain 2000 commembers;3. fundaziuns ch’èn obligadas tras lescha da laschar far ina revisiun ordinaria. L’artitgel 962a alineas 1–3 e 5 è applitgabel confurm al senn. Il quint dal concern da las ulteriuras interpresas è suttamess als princips dal rendaquint regular. En l’agiunta dal quint dal concern menziunescha l’interpresa las reglas da valitaziun. Sch’ella divergescha da questas reglas, inditgescha ella quai en l’agiunta e furnescha en autra moda las indicaziuns ch’èn necessarias per dar invista da la situaziun da la facultad, da la finanziaziun e dal retgav dal concern. In quint dal concern sto tuttina vegnir fatg tenor in standard da rendaquint renconuschì, sche:1. quai vegn pretendì da societaris che represchentan almain 20 pertschient dal chapital da basa, da 10 pertschient dals commembers da l’associaziun u da 20 pertschient dals commembers da l’uniun;2. quai vegn pretendì d’in societari u d’in commember da l’uniun ch’è suttamess ad ina responsabladad persunala u ad in’obligaziun da far pajaments supplementars; u3. quai vegn pretendì da l’autoritad da surveglianza da la fundaziun.Art. 964 Abolì tras la cifra I da la LF dals 22 da dec. 1999, cun effect dapi il 1. da zer. 2002 (AS 2002 949; BBl 1999 5149).Sisavel chapitel: Transparenza davart dumondas betg finanzialas Integrà tras las cifras I e III 1 da la LF dals 19 da zer. 2020 (cuntraproposta indirecta a l’iniziativa dal pievel «Per interpresas responsablas – per proteger ils umans e l’ambient»), en vigur dapi il 1. da schan. 2022 (AS 2021 846; BBl 2017 399). Guardar er disp. trans. da questa midada a la fin dal text.A.  PrincipArt. 964a Las interpresas suttamettan mintga onn in rapport davart las dumondas betg finanzialas, sch’ellas:1. èn societads d’interess public en il senn da l’artitgel 2 litera c da la Lescha dals 16 da december 2005 davart la surveglianza da la revisiun; 2. han durant dus onns da gestiun consecutivs – ensemen cun las interpresas svizras u estras ch’ellas controlleschan – almain 500 plazzas a temp cumplain en la media annuala; e 3. surpassan durant dus onns da gestiun consecutivs – ensemen cun las interpresas svizras u estras ch’ellas controlleschan – almain ina da las suandantas grondezzas: a. ina summa da bilantscha da 20 milliuns francs,b. in retgav da la svieuta da 40 milliuns francs. Deliberadas da questa obligaziun èn interpresas che vegnan controlladas d’ina autra interpresa:1. per la quala l’alinea 1 è applitgabel; u2. che sto far in rapport equivalent tenor il dretg ester. SR 221.302B.  Intent e cuntegn dal rapportArt. 964b Il rapport davart las dumondas betg finanzialas infurmescha davart dumondas da l’ambient, en spezial davart las finamiras da CO2, davart dumondas socialas, davart dumondas da persunal, davart il respect dals dretgs umans sco er davart il cumbat cunter la corrupziun. Il rapport cuntegna quellas indicaziuns ch’èn necessarias per chapir l’andament ed il resultat da las fatschentas, la situaziun da l’interpresa sco er las consequenzas da sia activitad sin quests aspects. Il rapport cuntegna en spezial:1. ina descripziun dal model da fatschenta;2. ina descripziun dals concepts persequitads areguard las dumondas tenor l’alinea 1, inclusiv l’examinaziun da la diligenza che vegn applitgada;3. ina preschentaziun da las mesiras prendidas per realisar quests concepts sco er ina valitaziun da l’efficacitad da questas mesiras;4. ina descripziun da las ristgas essenzialas en connex cun las dumondas tenor l’alinea 1 sco er dal management da questas ristgas tras l’interpresa; decisivas èn las ristgas:a. che resultan tras l’atgna activitad commerziala da l’interpresa, eb. che resultan – en cas che quai è relevant e commensurà – tras sias relaziuns commerzialas, tras ses products u tras ses servetschs;5. ils indicaturs da prestaziuns ch’èn essenzials per las activitads da l’interpresa areguard las dumondas tenor l’alinea 1. Sch’il rapport sa basa sin ovras reglamentaras naziunalas, europeicas u internaziunalas, sco en spezial las Directivas da l’Organisaziun da cooperaziun e svilup economic (OECD), sto l’ovra reglamentara applitgada vegnir numnada en il rapport. Sche talas ovras reglamentaras vegnan applitgadas, stoi vegnir garantì che tut las prescripziuns da quest artitgel èn ademplidas. En cas da basegn sto vegnir redigì in rapport cumplementar. Sch’ina interpresa controllescha, suletta u ensemen cun autras interpresas, ina u pliras interpresas svizras u estras, cumpiglia il rapport tut questas interpresas. Sche l’interpresa na persequitescha betg in concept areguard ina u pliras dumondas tenor l’alinea 1, sto ella explitgar e motivar quai cleramain en il rapport. Il rapport sto vegnir redigì en ina lingua naziunala u en englais.C.  Approvaziun, publicaziun, gestiun e conservaziunArt. 964c Il rapport davart las dumondas betg finanzialas sto vegnir approvà e suttascrit tras l’organ directiv u administrativ suprem sco er approvà tras l’organ ch’è responsabel per l’approvaziun dal quint annual. L’organ directiv u administrativ suprem procura ch’il rapport:1. vegnia publitgà sin via electronica immediatamain suenter l’approvaziun;2. restia accessibel a la publicitad durant almain 10 onns. Per manar e per conservar ils rapports vala l’artitgel 958f tenor il senn.Settavel chapitel: Transparenza d’interpresas dal sectur da materias primas Oriundamain: sisavel chapitel ed art. 964a–964f. Integrà tras la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2021 (AS 2020 4005; BBl 2017 399). Guardar er art. 7 da las disp. trans. da questa midada a la fin dal text.A.  PrincipArt. 964d Interpresas ch’èn obligadas tras lescha da far ina revisiun ordinaria e ch’èn – sezzas u tras ina interpresa controllada dad ellas – activas en il sectur da l’explotaziun da minerals, da petroli u da gas natiral ubain dal tagl da laina en guauds primars, ston rediger mintga onn in rapport davart ils pajaments a posts statals. Sche l’interpresa sto far in quint annual consolidà, sto ella rediger in rapport consolidà davart ils pajaments a posts statals (rapport davart ils pajaments dal concern); quel remplazza la rapportaziun da las singulas societads. Sche l’interpresa cun sedia en Svizra è inclusa en il rapport davart ils pajaments dal concern, il qual ella u in’autra interpresa cun sedia a l’exteriur ha redigì tenor prescripziuns svizras u equivalentas, na sto ella betg rediger in rapport separà davart ils pajaments a posts statals. En l’agiunta dal quint annual sto ella dentant inditgar l’interpresa che ha redigì il rapport, en il qual ella è vegnida inclusa, e publitgar quest rapport. L’explotaziun cumpiglia tut las activitads da l’interpresa en ils secturs da l’exploraziun, da la prospecziun, da la scuverta, da l’explotaziun e da l’extracziun da minerals, da petroli e da gas natiral sco er dal tagl da laina en guauds primars. Sco posts statals valan autoritads naziunalas, regiunalas u communalas d’in terz pajais sco er partiziuns u interpresas controlladas da questas autoritads.B.  Tips da prestaziunsArt. 964e Ils pajaments a posts statals pon consister da prestaziuns en daners u da prestaziuns materialas. Els cumpiglian en spezial ils suandants tips da prestaziuns:1. pajaments per dretgs da producziun;2. taglias sin la producziun, sin ils retgavs u sin ils gudogns d’interpresas, cun excepziun da taglias sin la plivalur u sin la svieuta e d’autras taglias sin il consum;3. indemnisaziuns d’utilisaziun;4. dividendas, cun excepziun da las dividendas pajadas ad in post statal sco societari da questa interpresa, uschenavant che questas dividendas vegnan pajadas al post statal sut las medemas cundiziuns sco als auters societaris;5. bonus da suttascripziun, da scuverta e da producziun;6. taxas da licenza, da locaziun e d’access u autras cuntraprestaziuns per permissiuns u per concessiuns;7. pajaments a favur da la meglieraziun da l’infrastructura. En cas da prestaziuns materialas ston vegnir inditgads l’object, la valur, la metoda da valitaziun ed eventualmain la dimensiun.C.  Furma e cuntegn dal rapportArt. 964f Il rapport davart ils pajaments a posts statals cumpiglia mo pajaments che resultan da l’activitad commerziala en l’industria ch’explotescha minerals, petroli u gas natiral u en il sectur dal tagl da laina en guauds primars. El cumpiglia tut ils pajaments d’almain 100 000 francs per onn da gestiun a posts statals, e quai tant pajaments singuls sco er pajaments parzials en transchas che cuntanschan ensemen almain 100 000 francs. Vegnir inditgà sto l’import dals pajaments ch’èn vegnids prestads – tut en tut sco er classifitgà tenor tip da prestaziun – a mintga post statal ed a mintga project. Il rapport sto vegnir redigì en scrit en ina lingua naziunala u en englais e sto vegnir approvà da l’organ directiv u administrativ suprem.D.  PublicaziunArt. 964g Il rapport davart ils pajaments a posts statals sto vegnir publitgà en furma electronica entaifer 6 mais suenter la fin da l’onn da gestiun. El sto restar accessibel a la publicitad durant almain 10 onns. Il Cussegl federal po decretar prescripziuns davart la structura da las datas pretendidas per il rapport.E.  Gestiun e conservaziunArt. 964hPer manar e per conservar il rapport davart ils pajaments a posts statals vala analogamain l’artitgel 958f.F.  Extensiun dal champ d’applicaziunArt. 964iEn il rom d’in proceder coordinà sin plaun internaziunal po il Cussegl federal fixar che las obligaziuns tenor ils artitgels 964d–964h valian er per interpresas che fan commerzi cun materias primas.Otgavel chapitel: Obligaziuns da diligenza e transparenza areguard minerals e metals che derivan da territoris da conflict ed areguard la lavur d’uffants Integrà tras las cifras I e III 1 da la LF dals 19 da zer. 2020 (cuntraproposta indirecta a l’iniziativa dal pievel «Per interpresas responsablas – per proteger ils umans e l’ambient»), en vigur dapi il 1. da schan. 2022 (AS 2021 846; BBl 2017 399). Guardar er disp. trans. da questa midada a la fin dal text.A.  PrincipArt. 964j Interpresas che han la sedia, l’administraziun principala u il domicil principal en Svizra ston observar obligaziuns da diligenza en la chadaina da furniziun e suttametter in rapport en chaussa, sch’ellas:1. mettan en libra circulaziun en Svizra u elavuran en Svizra minerals u metals che cuntegnan zin, tantal, volfram u aur e che derivan da territoris da conflict u d’auta ristga; u2. offran products u servetschs, per ils quals igl exista in suspect motivà ch’els sajan vegnids producids u furnids cun agid da lavur d’uffants. Il Cussegl federal fixescha quantitads d’import annualas per minerals e per metals, fin a las qualas ina interpresa è deliberada da l’obligaziun da diligenza e da rapport. El fixescha, sut tge premissas che interpresas pitschnas e mesaunas sco er interpresas cun pitschnas ristgas en il sectur da la lavur d’uffants èn deliberadas d’examinar, sch’igl exista in suspect motivà da lavur d’uffants. El fixescha, sut tge premissas che las interpresas che observan in’ovra reglamentara equivalenta renconuschida sin plaun internaziunal, sco en spezial las Directivas da la OECD, èn deliberadas da las obligaziuns da diligenza e da rapport.B.  Obligaziuns da diligenzaArt. 964k Las interpresas mainan in sistem da management e fixeschan per quest intent il suandant:1. la politica concernent la chadaina da furniziun per minerals e per metals che derivan eventualmain da territoris da conflict u d’auta ristga;2. la politica concernent la chadaina da furniziun per products u per servetschs, per ils quals igl exista in suspect motivà da lavur d’uffants;3. in sistem che permetta da repersequitar la chadaina da furniziun. Las interpresas erueschan e giuditgeschan las ristgas da consequenzas nuschaivlas en lur chadaina da furniziun. Ellas elavuran in plan da management da las ristgas e prendan mesiras per minimar las ristgas constatadas. Las interpresas laschan examinar ina persuna spezialisada independenta, sche las obligaziuns da diligenza areguard ils minerals ed ils metals vegnan observadas. Il Cussegl federal decretescha las prescripziuns pli detagliadas; per quest intent resguarda el ovras reglamentaras renconuschidas sin plaun internaziunal, sco en spezial las Directivas da la OECD.C.  RapportArt. 964l L’organ directiv u administrativ suprem suttametta mintga onn in rapport davart l’adempliment da las obligaziuns da diligenza. Il rapport sto vegnir redigì en ina lingua naziunala u en englais. L’organ directiv u administrativ suprem procura ch’il rapport:1. vegnia publitgà sin via electronica entaifer 6 mais suenter la fin da l’onn da gestiun;2. restia accessibel a la publicitad durant almain 10 onns. Per manar e per conservar ils rapports vala l’artitgel 958f tenor il senn. Interpresas che offran products e servetschs d’interpresas che han fatg in rapport, na ston betg far in agen rapport per quests products e servetschs.Tschintgavla partiziun: Las vaglias Versiun tenor la LF dals 18 da dec. 1936, en vigur dapi il 1. da fan. 1937 (AS 53 185; BBl 1928 I 205, 1932 I 217). Guardar disp. fin. e trans. dals titels XXIV–XXXIII a la fin dal DO.Trentatraisavel titel: Ils titels nominals, ils titels al possessur ed ils titels a l’ordraEmprim chapitel:  Disposiziuns generalasA.  Noziun da la vagliaArt. 965Ina vaglia è mintga document, cun il qual è collià in dretg uschia, ch’el na po ni vegnir fatg valair ni vegnir transferì sin insatgi auter senza il document.B.  Obligaziun sin basa d’ina vagliaArt. 966 Il debitur sin basa d’ina vaglia è mo obligà da prestar in pajament cunter la consegna dal document. Il debitur vegn deliberà, sch’el presta – il mument da la scadenza – in pajament a favur dal creditur cumprovà en il document, nun ch’el saja culpant d’engion u da greva negligientscha.C.  Transferiment da la vagliaI.  Furma generalaArt. 967 Per transferir la proprietad da la vaglia u per l’engrevgiar cun in dretg real limità dovri en mintga cas il transferiment dal possess dal document. En cas da titels a l’ordra dovri ultra da quai l’indossament, en cas da titels nominals dovri ina decleraziun en scrit che na sto betg vegnir fatga sin il titel sez. Per il transferiment po la lescha u il contract prescriver la cooperaziun d’autras persunas, sco en spezial dal debitur.II.  Indossament1.  FurmaArt. 968 L’indossament vegn fatg en tut ils cas tenor las prescripziuns che valan per la cambiala. En cumbinaziun cun la surdada dal document vala l’indossament emplenì sco furma suffizienta dal transferiment.2.  EffectArt. 969Cun l’indossament e cun la surdada dal document indossà vegnan transferids ils dretgs da l’indossader sin l’acquistader; quai vala per tut las vaglias transferiblas, uschenavant ch’i na resulta betg insatge auter dal cuntegn u da la natira dal document.D.  ConversiunArt. 970 In titel nominal u in titel a l’ordra po mo vegnir convertì en in titel al possessur cun il consentiment da tut las persunas, a las qualas quest titel conceda dretgs u impona obligaziuns. Quest consentiment sto vegnir declerà sin il document sez. Il medem princip vala per la conversiun da titels al possessur en titels nominals u en titels a l’ordra. Sch’i manca en quest cas il consentiment d’ina da las persunas, a la quala il titel conceda dretgs u impona obligaziuns, è la conversiun valaivla, dentant mo per il creditur ch’è l’autur da la conversiun e per ses successur legal direct.E.  AnnullaziunI.  CundiziunsArt. 971 Ina vaglia ch’è ida a perder po vegnir annullada da la dretgira. L’annullaziun po pretender tgi che ha il dretg dal titel il mument che quel è ì a perder u il mument ch’ins ha constatà la perdita. Expressiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399). Questa midada è vegnida fatga en las disposiziuns numnadas en la AS.II.  Procedura, effectArt. 972 Suenter l’annullaziun po la persuna autorisada far valair ses dretg er senza il document u pretender l’emissiun d’in nov document. Per la procedura e per l’effect da l’annullaziun vegnan dal rest applitgadas las disposiziuns ch’èn vegnidas fixadas per las singulas spezias da vaglias.F.  Prescripziuns spezialasArt. 973Resalvadas restan las prescripziuns spezialas davart las vaglias, sco en spezial davart la cambiala, davart il schec e davart ils titels da pegn.G.  Deposit collectiv, document global e dretgs da valur simpels Versiun tenor la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).I.  Deposit collectiv da vagliasArt. 973a Il conservader ha il dretg da conservar ensemen vaglias remplazzablas da plirs depositurs, danor sch’in depositur pretenda explicitamain ch’ins conservia separadamain sias vaglias. Sch’in depositur depositescha vaglias remplazzablas en il deposit collectiv d’in conservader, vegn el al mument da la deposiziun tar il conservader en possess d’ina cumpart da las vaglias remplazzablas en il deposit collectiv. Sia cumpart sa basa sin la valur nominala da las vaglias, tar vaglias senza valur nominala sin il dumber da vaglias ch’el ha deposità. Il depositur ha en mintga mument il dretg da survegnir sia cumpart da vaglias or dal deposit collectiv, independentamain da l’agir u dal consentiment d’auters depositurs.Integrà tras la cifra 3 da l’agiunta da la L da vaglias contabilisadas dals 3 d’oct. 2008, en vigur dapi il 1. da schan. 2010 (AS 2009 3577; BBl 2006 9315).II.  Certificat globalArt. 973b Il debitur po distribuir certificats globals u substituir pliras vaglias remplazzablas, che sa chattan tar in unic conservader, tras in certificat global, sche las cundiziuns da distribuziun u sch’ils statuts da la societad prevesan quai u sch’ils depositurs han dà lur lubientscha. Il certificat global è ina vaglia dal medem tip ch’ils singuls dretgs ch’el represchenta. Ils depositurs ch’èn participads al certificat global possedan mintgamai ina cumpart en relaziun a lur participaziun. Per il status ed ils dretgs dals possessurs dal certificat global vala analogamain l’artitgel 973a.Integrà tras la cifra 3 da l’agiunta da la L da vaglias contabilisadas dals 3 d’oct. 2008, en vigur dapi il 1. da schan. 2010 (AS 2009 3577; BBl 2006 9315).III.  Dretgs da valur simpels Versiun tenor la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).Art. 973c Il debitur po emetter dretgs da valur simpels u remplazzar vaglias remplazzablas u documents globals, ch’èn confidads ad in unic conservader, tras dretgs da valur simpels, sche las cundiziuns d’emissiun u ses statuts prevesan quai u sch’ils depositurs han dà lur consentiment per quai. Il debitur fa ina contabilitad davart ils dretgs da vaglias ch’el distribuescha en la quala el notescha il dumber e la scumpartiziun dals dretgs da vaglias distribuids ed ils nums dals crediturs. La contabilitad n’è betg publica. Ils dretgs da vaglias resultan cun la registraziun en la contabilitad ed èn valaivels mo tenor las disposiziuns da questa registraziun. Per la transmissiun da dretgs da vaglias dovri ina decleraziun da cessiun en scrit. Lur impegnaziun sa drizza tenor las prescripziuns dal dretg da pegn sin pretensiuns.Integrà tras la cifra 3 da l’agiunta da la L da vaglias contabilisadas dals 3 d’oct. 2008, en vigur dapi il 1. da schan. 2010 (AS 2009 3577; BBl 2006 9315). Versiun tenor la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).H.  Dretgs da valur inscritsI.  ConstituziunArt. 973d In dretg da valur inscrit è in dretg che ha las suandantas caracteristicas sin basa d’ina cunvegna tranter las partidas: 1. el è inscrit en in register da dretgs da valur tenor l’alinea 2; e 2. el po vegnir fatg valair e transferì sin autras persunas mo sur quest register da dretgs da valur. Il register da dretgs da valur sto ademplir las suandantas pretensiuns:1. cun agid da proceduras tecnicas dat el als crediturs, dentant betg al debitur, la cumpetenza da disponer da lur dretgs;2. sia integritad è protegida grazia a mesiras tecnicas ed organisatoricas adequatas che al preservan da midadas nunautorisadas, sco l’administraziun cuminaivla tras pliras parts participadas ch’èn independentas ina da l’autra;3. il cuntegn dals dretgs, la moda da funcziun dal register e la cunvegna d’inscripziun figureschan en il register u en datas accumpagnantas agiuntadas;4. ils crediturs pon prender invista da las infurmaziuns e da las inscripziuns en il register che pertutgan lur persuna sco er verifitgar l’integritad dal cuntegn dal register che pertutga lur persuna, senza l’intervenziun da terzas persunas. Il debitur sto procurar ch’il register da dretgs da valur saja organisà tenor ses intent. En spezial sto el procurar ch’il register funcziunia da tut temp tenor la cunvegna d’inscripziun. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).II.  EffectsArt. 973e Il debitur d’in dretg da valur inscrit ha il dretg e l’obligaziun da prestar ses pajament mo al creditur cumprovà en il register da dretgs da valur e mo sin basa d’ina adattaziun correspundenta dal register. Premess ch’i na saja betg avant maun ina malignadad u ina greva negligientscha da vart dal debitur, vegn el deliberà, sch’el presta – il mument da la scadenza – in pajament a favur dal creditur cumprovà en il register da dretgs da valur, er sch’il creditur cumprovà n’è betg il creditur effectiv. Tgi che ha acquistà dal creditur cumprovà en il register da dretgs da valur in dretg da valur inscrit en quest register, sto vegnir protegì en ses acquist, er sche l’alienader n’era betg autorisà da disponer dal dretg, nun che l’acquistader haja agì da mala fai u per greva negligientscha il mument da l’acquist. Cunter la pretensiun che sa basa sin in dretg da valur inscrit po il debitur mo far objecziuns:1. ch’èn drizzadas cunter la valaivladad da la registraziun ubain resortan dal register da dretgs da valur u da sias datas accumpagnantas;2. ch’el persunalmain po far valair envers il creditur actual dal dretg da valur inscrit; u3. che sa basan sin la relaziun directa dal debitur cun in anteriur creditur dal dretg da valur inscrit, sch’il creditur actual ha agì sapientivamain a disfavur dal debitur a chaschun da l’acquist dal dretg da valur inscrit. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).III.  TransferimentArt. 973f Il transferiment dal dretg da valur inscrit è suttamess a las reglas da la cunvegna d’inscripziun. Sch’il concurs vegn declerà, sche l’impegnaziun vegn exequida u sch’il moratori d’accumodament vegn concedì envers in creditur d’in dretg da valur inscrit, èn sias disposiziuns davart ils dretgs da valur inscrits giuridicamain liantas ed han in effect envers terzas persunas, sch’ellas:1. èn vegnidas prendidas ordavant;2. èn daventadas irrevocablas tenor las reglas dal register da dretgs da valur u d’in auter sistem da commerzi; e3. èn effectivamain vegnidas inscrittas en il register da dretgs da valur entaifer 24 uras. Areguard il medem dretg ha quella persuna che ha retschavì da buna fai ina vaglia, la precedenza envers quella persuna che ha retschavì da buna fai il dretg da valur inscrit. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).IV.  SegirezzasArt. 973g Ina segirezza po vegnir constituida er senza transferir il dretg da valur inscrit, sche: 1. la segirezza è visibla en il register da dretgs da valur; e 2. igl è garantì ch’il benefiziari da la segirezza po disponer exclusivamain dal dretg da valur inscrit, en cas ch’el n’è betg vegnì cuntentà. Dal rest sa drizza:1. il dretg da retegnair dretgs da valur inscrits tenor las disposiziuns davart il dretg da retenziun che valan per las vaglias (art. 895–898 CCS);2. il dretg da pegnar dretgs da valur inscrits tenor las disposiziuns davart il dretg da pegn che valan per pretensiuns e per auters dretgs (art. 899–906 CCS). Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233). SR 210V.  AnnullaziunArt. 973h La persuna che ha il dretg d’in dretg da valur inscrit po pretender che la dretgira annulleschia quest dretg da valur inscrit, sch’ella fa valair vardaivlamain d’avair gì oriundamain la cumpetenza da disponer dal dretg e d’avair pers questa cumpetenza. Suenter l’annullaziun po ella far valair ses dretg er ordaifer il register u pretender sin agens custs ch’il debitur l’attribueschia in nov dretg da valur inscrit. Per la procedura e per l’effect da l’annullaziun èn dal rest applitgabels ils artitgels 982–986 tenor il senn. Las partidas pon prevair in’annullaziun simplifitgada cun reducir il dumber d’appels publics u cun scursanir ils termins. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).VI.  Infurmaziun e responsabladadArt. 973i Il debitur d’in dretg da valur inscrit u d’in dretg che vegn offrì sco tal sto communitgar a mintga acquistader:1. il cuntegn dal dretg da valur;2. la moda da funcziun dal register da dretgs da valur sco er las mesiras per proteger il funcziunament e l’integritad dal register da dretgs da valur tenor l’artitgel 973d alineas 2 e 3. El stat bun per il donn che resulta a l’acquistader tras indicaziuns incorrectas, engianusas u betg confurmas a las pretensiuns legalas, nun ch’el cumprovia d’avair applitgà il quità necessari. Cunvegnas ch’excludan u che limiteschan questa responsabladad èn nunvalaivlas. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).Segund chapitel:  Ils titels nominalsA.  NoziunArt. 974Ina vaglia vala sco titel nominal, sch’ella porta il num d’ina persuna determinada e n’è ni emessa a l’ordra ni vegnida declerada tras la lescha sco titel a l’ordra.B.  Mussament dal dretg dal crediturI.  Regla generalaArt. 975 Il debitur è mo obligà da pajar al possessur dal document che po cumprovar d’esser la persuna ch’è numnada sin il document u d’esser il successur legal da quella. Sch’il debitur paja senza avair obtegnì questa cumprova, na vegn el betg deliberà da sia obligaziun vers ina terza persuna che cumprova ses dretg da creditur.II.  Mussament sulettamain pervia dal possessArt. 976Sch’il debitur ha resalvà en il titel nominal il dretg da dastgar pajar a mintga possessur dal document, vegn el deliberà tras il pajament da buna fai al possessur, er sch’el na pretenda betg da quel il mussament dal dretg da creditur; il debitur n’è dentant betg obligà da pajar al possessur.C.  AnnullaziunArt. 977 Ils titels nominals vegnan, sch’i n’èn vegnidas decretadas naginas prescripziuns spezialas, annullads tenor las disposiziuns vertentas per ils titels al possessur. Il debitur po prevair en il document ina procedura d’annullaziun simplifitgada cun reducir il dumber dals appels publics u cun scursanir ils termins, u po resalvar per sasez il dretg da pajar en moda valaivla er senza preschentar il document e senza l’annullaziun, sch’il creditur conferma cun in document public u legalisà ch’il certificat da debit saja annullà e ch’il debit saja pajà.Terz chapitel:  Ils titels al possessurA.  NoziunArt. 978 Ina vaglia vala sco titel al possessur, sch’i resulta da ses text u da sia furma ch’il possessur respectiv vegnia renconuschì sco persuna autorisada dal document. Il debitur na dastga dentant betg pli pajar, sche l’autoritad giudiziala u da polizia al ha scumandà da far quai.B.  Objecziuns dal debiturI.  En generalArt. 979 Il debitur na po betg opponer a la pretensiun che deriva d’in titel al possessur insatge auter che las objecziuns ch’èn drizzadas cunter la validitad dal document u che resultan dal document sez, sco er las objecziuns ch’el po far persunalmain cunter ses creditur actual. Objecziuns che sa basan sin las relaziuns directas dal debitur cun in anteriur possessur èn admissiblas, sch’il possessur ha agì sapientivamain a disfavur dal debitur a chaschun da l’acquist dal document. Exclusa è l’objecziun ch’il document saja vegnì mess en circulaziun cunter la veglia dal debitur.II.  En cas da cupons da tschains al possessurArt. 980 Il debitur na po betg opponer a la pretensiun sin basa da cupons da tschains al possessur l’objecziun ch’il debit da chapital saja pajà. Pajond il debit da chapital ha il debitur dentant il dretg da retegnair l’import dals cupons da tschains al possessur che n’èn anc betg scadids, sche quels cupons n’èn betg vegnids preschentads ad el cun il titel principal, fin ch’il termin da prescripziun da quests cupons è scadì, nun ch’ils cupons na preschentads sajan vegnids annullads u ch’ina garanzia vegnia dada per l’import da quests cupons.C.  AnnullaziunI.  En general1.  Dumonda Versiun tenor la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, en vigur dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).Art. 981 Ils titels al possessur sco aczias, obligaziuns, certificats da giudida, fegls da cupons, taluns per retrair tals fegls, dentant cun exclusiun da singuls cupons, vegnan annullads da la dretgira sin dumonda da la persuna autorisada. ... Il petent sto far valair crediblamain il possess e la perdita dal document. Sch’il possessur dal titel ch’è munì cun in fegl da cupons u cun in talun per retrair tals cupons ha pers sulettamain quest fegl u quest talun, basti da preschentar il titel principal per giustifitgar la dumonda. Abolì tras la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, cun effect dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).2.  Scumond da pajarArt. 982 Sin dumonda dal petent poi vegnir scumandà al debitur dal titel da sa deliberar dal debit, al faschond attent sin la ristga da stuair pajar duas giadas. Sch’in fegl da cupons duai vegnir annullà, vegn la disposiziun davart l’annullaziun da cupons da tschains applitgada per ils singuls cupons che scadan durant il temp da la procedura.3.  Clom public, termin d’annunziaArt. 983Sch’il derschader è da l’avis che la preschentaziun dal petent concernent ses anteriur possess e concernent la perdita dal document saja credibla, pretenda el dal possessur nunenconuschent cun ina communicaziun publica da preschentar la vaglia entaifer in termin determinà, cas cuntrari vegn annullà il document. Il termin vegn fixà ad almain 6 mais; el vala a partir dal di da l’emprima publicaziun.4.  Moda da la publicaziunArt. 984 L’appel da preschentar il document sto vegnir publitgà en il Fegl uffizial svizzer da commerzi. En cas spezials po la dretgira procurar anc en autra moda per ina publicaziun adequata. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).5.  Effectsa.  En cas da la preschentaziun dal documentArt. 985 Sch’il titel al possessur ch’è ì a perder vegn preschentà, fixescha la dretgira per il petent in termin per purtar in plant per cuntanscher ch’il document vegnia restituì. Sch’il petent na porta betg plant entaifer quest termin, restituescha la dretgira il document ed annullescha il scumond da pajar.b.  Sch’il document na vegn betg preschentàArt. 986 Sch’il titel al possessur ch’è ì a perder na vegn betg preschentà entaifer il termin fixà, al po la dretgira annullar u – tenor las circumstanzas – ordinar ulteriuras mesiras. L’annullaziun d’in titel al possessur sto vegnir publitgada immediatamain en il Fegl uffizial svizzer da commerzi, tenor appreziar da la dretgira er en autra moda. Suenter l’annullaziun ha il petent il dretg da pretender sin agens custs l’emissiun d’in nov document u la prestaziun dal pajament debità.II.  En cas da cupons en spezialArt. 987 Sche singuls cupons èn ids a perder, sto la dretgira ordinar sin dumonda da la persuna autorisada, che l’import dal cupon stoppia vegnir deponì tar la dretgira il mument ch’el scada u immediatamain, en cas ch’el è gia scadì. Suenter ch’i èn passads 3 onns dapi il di da scadenza e sche nagina persuna autorisada n’è s’annunziada en il fratemp, sto la dretgira ordinar la restituziun da l’import al petent.III.  En cas da bancnotas e da titels sumegliantsArt. 988Sch’i sa tracta da bancnotas e d’auters titels al possessur che vegnan emess en grond dumber per ina summa fixa, ch’èn pajabels a vista e ch’èn destinads per remplazzar ils daners, na vegn betg fatga in’annullaziun.D.  Brev ipotecara e brev da renditaArt. 989Resalvadas restan las disposiziuns spezialas davart la brev ipotecara e davart che pertutga il possessur. Versiun tenor la cifra II 2 da la LF dals 11 da dec. 2009 (brev ipotecara registrada ed ulteriuras midadas dal dretg real), en vigur dapi il 1. da schan. 2012 (AS 2011 4637; BBl 2007 5283).Quart chapitel:  La cambialaA.  Abilitad da s’obligar cun ina cambialaArt. 990Tgi che po s’obligar cun in contract è abel da s’obligar cun ina cambiala.B.  Cambiala tratgaI.  Emissiun e furma da la cambiala tratga1.  Cuntegn da la cambialaArt. 991La cambiala tratga cuntegna:1. la denominaziun sco cambiala en il text dal document, e quai en la lingua, en la quala el è emess;2. l’ordra da pajar senza cundiziuns ina summa determinada;3. il num da quel che duai pajar (trassà);4. l’indicaziun da la scadenza;5. l’indicaziun dal lieu da pajament;6. il num da quel, al qual u a l’ordra dal qual il pajament duai vegnir fatg;7. l’indicaziun dal di e dal lieu da l’emissiun;8. la suttascripziun da l’emittent.2.  Mancanza da parts dal cuntegnArt. 992 In document, al qual manca ina da las indicaziuns ch’èn vegnidas menziunadas en l’artitgel precedent, na vala betg sco cambiala tratga, cun resalva dals cas designads en ils suandants alineas. Ina cambiala senza indicaziun da la scadenza vala sco cambiala pajabla a vista. Sch’i manca ina indicaziun speziala, vala il lieu inditgà tar il num dal trassà sco lieu da pajament ed a medem temp sco domicil dal trassà. Ina cambiala senza indicaziun dal lieu d’emissiun vala sco emessa al lieu ch’è inditgà tar il num da l’emittent.3.  Spezias da cambialasArt. 993 La cambiala po esser a l’ordra da l’emittent sez. Ella po esser tratga sin l’emittent sez. Ella po esser tratga per quint d’ina terza persuna.4.  Lieus da pajament. Midada dal domicilArt. 994La cambiala po esser pajabla al domicil d’ina terza persuna, al domicil dal trassà u en in auter lieu.5.  Empermischun da tschainsArt. 995 En ina cambiala ch’è pajabla a vista u ch’è pajabla a vista per in tschert temp po l’emittent fixar che la summa da la cambiala stoppia vegnir tschainsida. Per tut las autras cambialas vala questa remartga da tschains sco betg scritta. Il tschains sto vegnir inditgà en la cambiala; sche questa indicaziun manca, vala la remartga da tschains sco betg scritta. Ils tschains curran a partir dal di da l’emissiun da la cambiala, nun ch’i saja fixà in auter di.6.  Indicaziuns differentas da la summaArt. 996 Sche la summa da la cambiala è inditgada en bustabs ed en cifras, vala l’indicaziun en bustabs. Sche la summa è inditgada pliras giadas en bustabs u pliras giadas en cifras, vala – en cas da divergenzas – la summa la pli pitschna.7.  Suttascripziuns da persunas incapablas da s’obligarArt. 997Sch’ina cambiala porta la suttascripziun da persunas che na pon betg s’obligar cun ina cambiala, suttascripziuns falsifitgadas, suttascripziuns da persunas inventadas u suttascripziuns che na pon per auters motivs betg obligar las persunas che han suttascrit u cun il num da las qualas igl è vegnì suttascrit, n’ha quai nagina influenza sin la valaivladad da las ulteriuras suttascripziuns.8.  Suttascripziun senza autorisaziunArt. 998Tgi che metta sia suttascripziun sin ina cambiala sco represchentant d’in auter senza avair l’autorisaziun da pudair far quai, stat sez bun tenor la cambiala sco sch’el avess suttascrit sez, ed el ha, sch’el ha pajà, ils medems dretgs sco ch’igl avess gì quel, ch’el ha pretendì da represchentar. Il medem vala per in represchentant che ha surpassà sias cumpetenzas.9.  Responsabladad da l’emittentArt. 999 L’emittent stat bun per l’acceptaziun e per il pajament da la cambiala. El po excluder la responsabladad per l’acceptaziun; mintga remartga, cun la quala el excluda la responsabladad per il pajament, vala sco betg scritta.10.  Cambiala en blancoArt. 1000Sch’ina cambiala, ch’è stada incumpletta il mument da l’emissiun, è vegnida cumplettada cuntrari a las cunvegnas fixadas, na po la negligientscha da questas cunvegnas betg vegnir opponida al possessur da la cambiala, nun che quel haja acquistà la cambiala da mala fai u ch’el haja commess ina gronda negligientscha a chaschun da l’acquist da tala.II.  Indossament1.  TransferibilitadArt. 1001 Mintga cambiala po vegnir transferida tras indossament, er sche l’ordra na cuntegna betg expressivamain quai. Sche l’emittent ha scrit en la cambiala ils pleds «betg a l’ordra» u ina remartga equivalenta, po la cambiala vegnir transferida mo en la furma e cun ils effects d’ina cessiun ordinaria. L’indossament po er vegnir fatg a favur dal trassà, ch’el haja acceptà la cambiala u betg, a favur da l’emittent u a favur da mintgin ch’è obligà a la cambiala. Questas persunas la pon indossar danovamain.2.  PretensiunsArt. 1002 L’indossament na dastga cuntegnair naginas cundiziuns. Tut las cundiziuns, a las qualas el è suttamess, valan sco betg scrittas. In indossament parzial è nunvalaivel. In indossament al possessur vala sco indossament en blanco.3.  FurmaArt. 1003 L’indossament sto esser scrit sin la cambiala u sin in fegl ch’è collià cun quella (agiunta). El sto esser suttascrit da l’indossant. L’indossament na sto betg inditgar l’indossà e po consister sulettamain da la suttascripziun da l’indossant (indossament en blanco). Per esser valaivel sto l’indossament esser scrit en quest ultim cas sin la vart davos da la cambiala u sin l’agiunta.4.  Effectsa.  Funcziun da transferimentArt. 1004 L’indossament transferescha tut ils dretgs che resultan tras la cambiala. Sch’i sa tracta d’in indossament en blanco, po il possessur:1. emplenir or l’indossament sin ses num u sin il num d’in auter;2. indossar la cambiala cun in indossament en blanco u l’indossar vinavant ad ina persuna determinada;3. dar vinavant la cambiala ad ina terza persuna senza emplenir or l’indossament en blanco e senza l’indossar.b.  Funcziun da garanziaArt. 1005 L’indossant stat bun per l’acceptaziun e per il pajament, nun ch’i dettia ina remartga cuntraria. El po scumandar che la cambiala vegnia indossada vinavant; en quest cas na stat el betg bun vers quels, als quals la cambiala è vegnida indossada vinavant.c.  Legitimaziun dal possessurArt. 1006 Tgi che ha en maun la cambiala, vala sco possessur legal, uschenavant ch’el cumprova ses dretg cun ina retscha nuninterrutta d’indossaments, e quai er alura, sche l’ultim indossament è in indossament en blanco. Indossaments stritgads ora valan en quest cas sco betg scrits. Sch’in ulteriur indossament suonda in indossament en blanco, vegni supponì che quel che ha sutsegnà quest indossament haja acquistà la cambiala tras l’indossament en blanco. Sch’in anteriur possessur ha pers la cambiala en ina maniera u l’autra, è il nov possessur che cumprova ses dretg tenor las prescripziuns da l’alinea precedent mo obligà da restituir la cambiala, sch’el ha acquistà quella da mala fai u sch’el ha commess ina gronda negligientscha a chaschun da l’acquist da tala.5.  ObjecziunsArt. 1007Persunas, cunter las qualas igl è vegnì purtà plant pervia da la cambiala, na pon betg opponer al possessur objecziuns che sa basan sin sias relaziuns directas cun l’emittent u cun in anteriur possessur, nun ch’il possessur haja – il mument da l’acquist da la cambiala – agì sapientivamain per dischavantatg dal debitur.6.  Indossament per procuraArt. 1008 Sche l’indossament cuntegna la remartga «valur per incassament», «per incassament», «per procura» u in’autra remartga ch’exprima in simpel mandat, po il possessur far valair tut ils dretgs che resultan tras la cambiala; el po dentant transferir quella mo cun in ulteriur indossament per procura. Tgi ch’è obligà a la cambiala po en quest cas opponer al possessur mo talas objecziuns ch’el po far vers l’indossant. Il plainpudair ch’è cuntegnì en l’indossament per procura n’extingua ni cun la mort ni cun la perdita da l’abilitad d’agir da la persuna che ha dà il plainpudair.7.  Indossament d’impegnaziunArt. 1009 Sche l’indossament cuntegna la remartga «valur en garanzia», «valur en pegn» u in’autra remartga ch’exprima ina impegnaziun, po il possessur far valair tut ils dretgs che resultan tras la cambiala; in tal indossament ha però mo l’effect d’in indossament per procura. Tgi ch’è obligà a la cambiala na po opponer al possessur naginas objecziuns che sa basan sin lur relaziuns directas cun l’indossant, nun ch’il possessur haja – tar l’acquist da la cambiala – agì sapientivamain per dischavantatg dal debitur.8.  Indossament suenter la scadenza u suenter la protestaArt. 1010 In indossament suenter la scadenza ha ils medems effects sco in indossament avant la scadenza. Sche la cambiala è dentant vegnida indossada pir suenter la protesta pervia da mancanza dal pajament u suenter la scadenza dal termin ch’è vegnì fixà per quest intent, ha l’indossament mo ils effects d’ina cessiun ordinaria. Fin ch’igl è vegnì cumprovà il cuntrari, vegni supponì ch’in indossament betg datà saja vegnì fatg sin la cambiala avant la scadenza dal termin ch’è vegnì fixà per far la protesta.III.  Acceptaziun1.  Dretg da preschentaziunArt. 1011Dal possessur da la cambiala u da mintgin che l’ha en ses mauns po quella vegnir preschentada al trassà per l’acceptaziun, e quai en ses lieu da domicil fin al di da scadenza.2.  Cumond e scumond da preschentaziunArt. 1012 L’emittent po prescriver en mintga cambiala, cun u senza fixar in termin, che la cambiala stoppia vegnir preschentada per l’acceptaziun. El po scumandar en la cambiala da la preschentar per l’acceptaziun, sch’i na sa tracta betg d’ina cambiala ch’è pajabla tar ina terza persuna u en in lieu different dal domicil dal trassà ubain d’ina cambiala pajabla a vista per in tschert temp. El po er prescriver che la cambiala na dastgia betg vegnir preschentada per l’acceptaziun avant in tschert termin inditgà. Mintga indossant po prescriver, cun u senza fixar in termin, che la cambiala stoppia vegnir preschentada per l’acceptaziun, nun che l’emittent haja scumandà da la preschentar per l’acceptaziun.3.  Obligaziun da preschentar las cambialas emessas a vista per in tschert tempArt. 1013 Cambialas ch’èn emessas a vista per in tschert temp ston vegnir preschentadas per l’acceptaziun entaifer 1 onn dapi la data da lur emissiun. L’emittent po fixar in termin pli curt u pli lung. Ils indossants pon scursanir ils termins da preschentaziun.4.  Segunda preschentaziunArt. 1014 Il trassà po pretender che la cambiala al vegnia preschentada anc ina giada il di suenter l’emprima preschentaziun. Ils participads pon mo sa referir al fatg ch’i na saja betg vegnì satisfatg a questa pretensiun , sche quella è menziunada en la protesta. Il possessur n’è betg obligà da laschar al trassà la cambiala ch’è vegnida preschentada per l’acceptaziun.5.  Furma da l’acceptaziunArt. 1015 La decleraziun d’acceptaziun vegn scritta sin la cambiala. Ella vegn exprimida cun il pled «acceptà» u cun in auter pled equivalent; ella sto vegnir suttascritta dal trassà. La simpla suttascripziun dal trassà sin la vart davant da la cambiala vala sco acceptaziun. Sche la cambiala è pajabla a vista per in tschert temp u sch’ella sto vegnir preschentada per l’acceptaziun entaifer in tschert termin en consequenza d’ina retratga speziala, sto la decleraziun d’acceptaziun inditgar la data dal di cur ch’ella è vegnida fatga, nun ch’il possessur pretendia l’indicaziun dal di da la preschentaziun. Sche quest di n’è betg inditgà, sto il possessur laschar constatar questa mancanza ad ura cun ina protesta, per uschia salvar ses dretg da regress cunter ils indossaments e cunter l’emittent.6.  Restricziuns da l’acceptaziunArt. 1016 L’acceptaziun na dastga cuntegnair naginas cundiziuns; il trassà la po dentant restrenscher ad ina part da la summa da la cambiala. Sche la decleraziun d’acceptaziun cuntegna autras divergenzas da las disposiziuns da la cambiala, vala l’acceptaziun sco refusada. L’acceptader stat dentant bun confurm al cuntegn da sia decleraziun d’acceptaziun.7.  Domicil e lieu da pajamentArt. 1017 Sche l’emittent ha inditgà en la cambiala in auter lieu da pajament che quel dal domicil dal trassà, senza inditgar ina terza persuna, tar la quala il pajament duai vegnir fatg, po il trassà designar quella a chaschun da la decleraziun d’acceptaziun. Sch’i manca ina tala designaziun, vegni supponì che l’acceptader saja s’obligà da pajar sez al lieu da pajament. Sche la cambiala è pajabla tar il trassà sez, po quel designar en la decleraziun d’acceptaziun in post al lieu da pajament, nua ch’il pajament duai vegnir fatg.8.  Effect da l’acceptaziuna.  En generalArt. 1018 Cun l’acceptaziun vegn il trassà obligà da pajar la cambiala il di da scadenza. Sch’il pajament n’ha betg lieu, ha il possessur, er sch’el è l’emittent, cunter l’acceptader in dretg direct da tut quai che nascha tras la cambiala e da tut quai che po vegnir pretendì sin fundament dals artitgels 1045 e 1046.b.  En cas da stritgadaArt. 1019 Sch’il trassà ha stritgà la decleraziun d’acceptaziun ch’è scritta sin la cambiala avant la restituziun da quella, vala l’acceptaziun sco refusada. Fin ch’i vegn cumprovà il cuntrari vegni supponì che la stritgada saja vegnida fatga avant la restituziun da la cambiala. Sch’il trassà ha dentant communitgà en scrit al possessur u ad ina persuna che ha mess sia suttascripziun sin la cambiala, stat el bun vers quels tenor il cuntegn da sia decleraziun d’acceptaziun.IV.  Garanzia d’aval1.  AvallantsArt. 1020 Il pajament da la summa da la cambiala po vegnir garantida per part u dal tuttafatg tras ina garanzia d’aval. Questa garanzia po vegnir prestada d’ina terza persuna u er d’ina persuna che ha gia mess sia suttascripziun sin la cambiala.2.  FurmaArt. 1021 La decleraziun da garanzia vegn dada sin la cambiala u sin ina agiunta. Ella vegn exprimida cun ils pleds «sco garant» u cun ina remartga equivalenta; ella sto vegnir suttascritta da l’avallant. La simpla suttascripziun sin la vart davant da la cambiala vala sco decleraziun da garanzia, uschenavant ch’i na sa tracta betg da la suttascripziun dal trassà e da l’emittent. En la decleraziun stoi vegnir inditgà, per tgi che la garanzia vegn dada; sch’ina tala indicaziun manca, vala la garanzia per l’emittent.3.  EffectsArt. 1022 L’avallant d’ina cambiala stat bun en la medema moda sco quel, per il qual el ha dà la garanzia. Sia decleraziun da garanzia è er valaivla, sche l’obligaziun garantida è nunvalaivla per in auter motiv che pervia d’in sbagl formal. L’avallant che paja la cambiala acquista ils dretgs che resultan tras la cambiala cunter quel, per il qual el ha dà la garanzia, e cunter tut quels che stattan buns vers quel sin basa da la cambiala.V.  Scadenza1.  En generalArt. 1023 Ina cambiala po vegnir tratga: a vista; a vista per in tschert temp; per in tschert temp suenter l’emissiun; per in tschert di. Cambialas cun auters temps da scadenza u cun plirs temps da scadenza consecutivs èn nunvalaivlas.2.  Cambialas a vistaArt. 1024 La cambiala a vista scada cun la preschentaziun. Ella sto vegnir preschentada per il pajament entaifer 1 onn dapi l’emissiun. L’emittent po fixar in termin pli curt u pli lung. Ils indossants pon scursanir ils termins da preschentaziun. L’emittent po prescriver che la cambiala a vista na dastgia betg vegnir preschentada per il pajament avant in tschert termin inditgà. En quest cas cumenza il termin da preschentaziun cun quest di.3.  Cambialas emessas a vista per in tschert tempArt. 1025 La scadenza d’ina cambiala emessa a vista per in tschert temp sa drizza tenor il di ch’è inditgà en la decleraziun d’acceptaziun u tenor il di da la protesta. Sch’i n’è betg inditgà in di en la decleraziun d’acceptaziun e sch’i n’è betg vegnida fatga ina protesta, vala la cambiala vers l’acceptader sco acceptada l’ultim di dal termin ch’è previs per l’acceptaziun.4.  Calculaziun dals terminsArt. 1026 Ina cambiala ch’è vegnida emessa per 1 u per plirs mais ubain a vista, scada il di correspundent dal mais da pajament. Sche quest di manca, scada la cambiala l’ultim di dal mais. Sch’ina cambiala è vegnida emessa per 1 u per plirs mais e mez ubain a vista, vegnan ils mais entirs quintads l’emprim. Sche la scadenza è fixada per il cumenzament, per mez u per la fin d’in mais, scada la cambiala l’emprim, il quindeschavel u l’ultim di dal mais. Las noziuns «8 dis» u «15 dis» na signifitgeschan betg 1 u 2 emnas, mabain 8 u 15 dis cumplains. La noziun «mez mais» vul dir 15 dis.5.  Calculaziun dal temp tenor il stil veglArt. 1027 Sch’ina cambiala sto vegnir pajada in tschert di en in lieu, dal qual il chalender divergescha dal chalender dal lieu d’emissiun, è il chalender dal lieu da pajament decisiv per il di da scadenza. Sch’ina cambiala, ch’è tratga tranter dus lieus che han differents chalenders, è pajabla in tschert temp suenter il di d’emissiun, vegn il di d’emissiun convertì en il di che correspunda al di dal chalender dal lieu da pajament e sin questa basa vegn alura calculà il di da scadenza. Las prescripziuns da l’alinea precedent vegnan applitgadas correspundentamain per calcular ils termins per la preschentaziun da cambialas. Las prescripziuns da quest artitgel na vegnan betg applitgadas, sch’i resulta tras ina remartga en la cambiala u autramain tras il cuntegn da quella ch’insatge auter era intenziunà.VI.  Pajament1.  Preschentaziun per il pajamentArt. 1028 Il possessur d’ina cambiala ch’è pajabla in tschert di u in tschert temp suenter il di d’emissiun ubain a vista ha da preschentar la cambiala il di da pajament u durant in dals dus lavurdis che suondan. La preschentaziun da la cambiala ad in post da rendaquint ch’è renconuschì da la Banca naziunala svizra è equivalenta a la preschentaziun per il pajament.Versiun tenor la cifra II 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la Banca naziunala svizra, en vigur dapi il 1. da matg 2004 (AS 2004 1985; BBl 2002 6097).2.  Dretg da survegnir ina quittanza. Pajament parzialArt. 1029 Cunter pajament po il trassà pretender dal possessur da surdar la cambiala quittada. Il possessur na dastga betg refusar in pajament parzial. En cas d’in pajament parzial po il trassà pretender ch’il pajament parzial vegnia inditgà sin la cambiala e ch’el survegnia ina quittanza.3.  Pajament anticipà e pajament a la scadenzaArt. 1030 Il possessur da la cambiala n’è betg obligà d’acceptar il pajament avant sia scadenza. Il trassà che paja avant la scadenza, fa quai sin atgna ristga. Tgi che paja il mument da la scadenza, vegn deliberà da sia obligaziun, nun ch’ins al possia rinfatschar mala fai u gronda negligientscha. El è obligà da controllar la regularitad da la cuntinuitad dals indossaments, dentant betg las suttascripziuns dals indossants.4.  Pajament en valuta estraArt. 1031 Sche la cambiala è emessa en in valuta che na vala betg al lieu da pajament, po la summa da la cambiala vegnir pajada en la valuta dal pajais tenor sia valur ch’ella ha il di da scadenza. Sch’il debitur retardescha il pajament, po il possessur decider, sche la summa da la cambiala duai vegnir convertida en la valuta dal pajais tenor il curs dal di da scadenza u tenor quel dal di da pajament. La valur da la valuta estra vegn fixada tenor l’isanza commerziala dal lieu da pajament. L’emittent po dentant fixar en la cambiala che la summa che sto vegnir pajada vegnia calculada tenor il curs inditgà en la cambiala. Las prescripziuns dals emprims dus alineas na vegnan betg applitgadas, sche l’emittent ha fixà il pajament en ina tscherta valuta inditgada (remartga da pajament effectiv en ina valuta estra). Sche la summa è inditgada en ina spezia da daners che ha la medema denominaziun en il pajais d’emissiun, però in’autra valur ch’en il pajais da pajament, vegni supponì che l’indicaziun sa refereschia al daner dal lieu da pajament.5.  DepositArt. 1032Sche la cambiala na vegn betg preschentada per il pajament entaifer il termin fixà en l’artitgel 1028, po il debitur deponer la summa da la cambiala tar l’autoritad cumpetenta sin donn e cust dal possessur da la cambiala.VII.  Regress per mancanza d’acceptaziun e per mancanza da pajament1.  Regress dal possessurArt. 1033 Il possessur po prender regress sin l’indossant, sin l’emittent e sin ils auters obligads a la cambiala il mument da la scadenza da la cambiala, sche quella n’è betg vegnida pajada. Il medem dretg ha il possessur gia avant la scadenza:1. sche l’acceptaziun è vegnida refusada per part u dal tuttafatg;2. sch’igl è vegnì declerà il concurs sin la facultad dal trassà, ch’el haja acceptà u refusà la cambiala, u sch’il trassà ha er mo suspendì ses pajaments u sch’ina execuziun sfurzada cunter sia facultad è vegnida fatga senza success;3. sch’igl è vegnì declerà il concurs sin la facultad da l’emittent d’ina cambiala che n’è betg acceptabla.En il text franzos e talian consista quest artitgel d’in unic alinea.2.  Protestaa.  Termins e pretensiunsArt. 1034 La refusa da l’acceptaziun e dal pajament sto vegnir constatada tras in document public (protesta pervia da mancanza d’acceptaziun u pervia da mancanza da pajament). La protesta pervia da mancanza d’acceptaziun sto vegnir fatga entaifer il termin che vala per preschentar l’acceptaziun. Sche la cambiala è – en il cas previs en l’artitgel 1014 alinea 1 – vegnida preschentada per l’emprima giada l’ultim di dal termin, po la protesta vegnir fatga anc il di suenter. En cas d’ina cambiala ch’è pajabla in tschert di u in tschert temp suenter il di d’emissiun ubain a vista sto la protesta pervia da mancanza da pajament vegnir fatga durant in dals dus lavurdis che suondan il di da pajament. En cas d’ina cambiala a vista sto la protesta pervia da mancanza da pajament vegnir fatga entaifer ils medems termins ch’èn previs en l’alinea precedent per la protesta pervia da mancanza d’acceptaziun. Sch’igl è vegnì fatg ina protesta pervia da mancanza d’acceptaziun, na dovri ni la preschentaziun per il pajament ni la protesta pervia da mancanza da pajament. Sch’il trassà, ch’el haja acceptà u refusà la cambiala, ha sistì ses pajaments u sch’ina execuziun sfurzada cunter sia facultad è vegnida fatga senza success, po il possessur prender regress mo, suenter che la cambiala è vegnida preschentada al trassà per il pajament e suenter ch’igl è vegnida fatga ina protesta. Sch’igl è vegnì declerà il concurs sin la facultad dal trassà, ch’el haja acceptà u refusà la cambiala, u sin la facultad da l’emittent d’ina cambiala che n’è betg acceptabla, basti per exequir il dretg da regress ch’i vegnia preschentada la decisiun giudiziala davart la decleraziun dal concurs.b.  CumpetenzaArt. 1035La protesta sto vegnir fatga d’in funcziunari da documentaziun u d’in uffizi ch’è autorisà da far quai.c.  CuntegnArt. 1036 La protesta cuntegna:1. il num da la persuna u da la firma, per la quala u cunter la quala i vegn fatg la protesta;2. l’indicaziun che la persuna u che la firma, cunter la quala i vegn fatg la protesta, saja vegnida envidada senza success d’ademplir la prestaziun che deriva da la cambiala u ch’ella na saja betg stada da chattar u ch’i na saja betg stà pussaivel d’eruir ses local da fatschenta u sia abitaziun;3. l’indicaziun dal lieu e dal di che l’appel è vegnì fatg u è vegnì empruvà senza success;4. la suttascripziun da la persuna u da l’uffizi che fa la protesta. Sch’i vegn prestà in pajament parzial, sto quai vegnir menziunà en la protesta. Sch’il trassà, al qual la cambiala è vegnida preschentada per l’acceptaziun, pretenda che la cambiala vegnia preschentada ina segunda giada il proxim di, sto er quai vegnir menziunà en la protesta.d.  FurmaArt. 1037 La protesta sto vegnir fatga sin in fegl spezial che vegn collià cun la cambiala. Sche la protesta vegn fatga cun preschentar plirs exemplars da la medema cambiala u cun preschentar l’original ed ina copia, basti da colliar la protesta cun in dals exemplars u cun l’original da la cambiala. Sin ils auters exemplars u sin la copia stoi vegnir remartgà che la protesta sa chattia sin in dals auters exemplars u sin l’original da la cambiala.e.  En cas d’ina acceptaziun parzialaArt. 1038Sche la cambiala è vegnida acceptada mo per ina part da sia summa e sche quai è il motiv per far ina protesta, sto vegnir fatga ina copia da la cambiala e la protesta sto vegnir nudada sin quella.f.  Cunter pliras persunasArt. 1039Sch’ina prestaziun che deriva da la cambiala sto vegnir pretendida da plirs obligads, basta in sulet document per las diversas protestas.g.  Copia dal document da protestaArt. 1040 Il funcziunari da documentaziun u l’uffizi che fa la protesta ha da far ina copia dal document da la protesta. Sin questa copia ston vegnir inditgads:1. l’import da la cambiala;2. la scadenza;3. il lieu e la data da l’emissiun da la cambiala;4. l’emittent da la cambiala, il trassà sco er il num da la persuna u da la firma, a la quala u a l’ordra da la quala il pajament sto vegnir fatg;5. il num da la persuna u da la firma che ha da far il pajament, sch’ella n’è betg identica cun il trassà;6. ils pajaders en cas d’urgenza ed ils acceptaders per intervenziun. Ils funcziunaris da documentaziun u ils uffizis che fan la protesta han da tegnair en salv las copias dals documents da protesta en in urden cronologic.h.  Protesta manglusaArt. 1041Sche la protesta è vegnida suttascritta d’in funcziunari da documentaziun u d’in uffizi cumpetent, è ella valaivla er, sch’ella n’è betg vegnida fatga tenor las prescripziuns u sche las indicaziuns ch’èn cuntegnidas en la protesta n’èn betg correctas.3.  InfurmaziunArt. 1042 Il possessur sto infurmar ses indossant direct e l’emittent che l’acceptaziun u ch’il pajament na saja betg vegnì fatg, e quai entaifer ils 4 lavurdis che suondan il di da l’inoltraziun da la protesta u che suondan il di da la preschentaziun en cas da la remartga «senza spesas» sin la cambiala. Mintga indossant sto infurmar l’indossant precedent – e quai entaifer 2 lavurdis suenter avair retschavì l’infurmaziun – d’avair retschavì l’infurmaziun, e communitgar a quel ils nums e las adressas da quels che l’han dà l’infurmaziun precedenta ed uschia vinavant en la successiun fin a l’emittent. Ils termins curran cun il retschaviment da l’infurmaziun precedenta. Sch’i vegn, confurm a l’alinea precedent, dada l’infurmaziun ad ina persuna che ha suttascrit la cambiala, sto la medema infurmaziun vegnir dada a ses avallant entaifer il medem termin. Sch’in indossant n’ha betg inditgà sia adressa u l’ha inditgada en moda illegibla, basti d’infurmar ses indossant precedent. L’infurmaziun po vegnir dada en mintga autra furma, er cun simplamain turnentar la cambiala. Tgi ch’è obligà da dar l’infurmaziun, sto cumprovar ch’el haja fatg quai entaifer il termin prescrit. Il termin vala sco observà, sch’ina brev che cuntegna l’infurmaziun è vegnida surdada a la posta entaifer quest termin. Tgi che tralascha d’infurmar a temp, na perda betg il regress; el stat bun per il donn che resulta tras sia negligientscha, dentant mo fin a l’autezza da la summa da la cambiala.4.  Dispensa da la protestaArt. 1043 L’emittent sco er mintga indossant u mintga avallant po, cun la remartga «senza spesas», «senza protesta» u cun ina remartga equivalenta che vegn scritta sin la cambiala e che vegn suttascritta deliberar il possessur da l’obligaziun da far – per exequir il regress – protesta pervia da mancanza d’acceptaziun u pervia da mancanza da pajament. La remartga na deliberescha betg il possessur da l’obligaziun da preschentar la cambiala a temp e da dar las infurmaziuns ch’èn necessarias. La cumprova ch’il termin na saja betg vegnì observà sto prestar quel che fa questa rinfatscha al possessur. Sche la remartga è vegnida agiunta da l’emittent, ha ella effect vers tut ils obligads a la cambiala; sch’ella è vegnida agiunta d’in indossant u d’in avallant, ha ella effect mo vers quels. Sch’in possessur lascha far protesta malgrà la remartga ch’è vegnida agiuntada da l’emittent, ha el da purtar ils custs. Sche la remartga è vegnida agiuntada d’in indossant u d’in avallant, èn tut ils obligads a la cambiala obligads d’indemnisar ils custs d’ina protesta ch’è vegnida fatga malgrà quai.5.  Responsabladad solidarica dals obligads a la cambialaArt. 1044 Tut tgi che ha emess, acceptà u indossà ina cambiala ubain l’ha munida cun ina decleraziun da garanzia, stat bun vers il possessur sco debitur general. Il possessur ha il dretg da proceder cunter tut quellas persunas, individualmain u collectivamain, senza stuair observar la successiun, en la quala ellas èn s’obligadas. Il medem dretg ha mintga obligà a la cambiala che l’ha pajada. Cun far valair il dretg cunter in obligà a la cambiala na perda il possessur betg ses dretg vers ils auters obligads a la cambiala, er betg vers quels obligads a la cambiala che suondan quel obligà a la cambiala, cunter il qual el è procedì l’emprim.6.  Cuntegn dal regressa.  Dal possessurArt. 1045 Il possessur po pretender sin via dal regress:1. la summa da la cambiala betg acceptada u betg pajada, inclusiv ils tschains ch’èn eventualmain vegnids fixads;2. ils tschains per ina tariffa da 6 pertschient dapi il di da scadenza;3. ils custs da la protesta e da las infurmaziuns sco er las autras expensas;4. ina provisiun da maximalmain 1/3 pertschient. Sch’i vegn prendì regress avant la scadenza, vegnan ils tschains deducids da la summa da la cambiala. Quests tschains vegnan calculads sin basa da la tariffa da discont publitgada uffizialmain (tariffa da la Banca naziunala svizra) che vala il di dal regress al domicil dal possessur.b.  Dal pajaderArt. 1046Tgi che ha pajà la cambiala, po pretender da quels che han suttascrit la cambiala avant el:1. l’import entir ch’el ha pajà;2. ils tschains da quest import per la tariffa da 6 pertschient dapi il di dal pajament;3. sias expensas;4. ina provisiun da maximalmain 2 permilli.c.  Dretg da consegnar la cambiala, la protesta e la quittanzaArt. 1047 Mintga obligà a la cambiala, cunter il qual i vegn prendì u i po vegnir prendì regress, ha il dretg da pretender – cunter pajament da la summa da regress – che la cambiala al vegnia consegnada cun la protesta e cun il quint quittà. Mintga indossant che ha pajà la cambiala po stritgar ses indossament e quels dals indossants posteriurs.d.  En cas d’ina acceptaziun parzialaArt. 1048En cas d’in regress suenter in’acceptaziun parziala po quel che ha pajà la part da la summa betg pajada pretender che quai vegnia inditgà sin la cambiala e ch’el survegnia ina quittanza per ses pajament. Il possessur al sto plinavant consegnar ina copia legalisada da la cambiala e la protesta per pussibilitar ulteriurs regress.e.  Cambiala retratgaArt. 1049 Tgi che il dretg da far in regress, po, pervia da mancanza d’ina remartga cuntraria, prender il regress tras quai ch’el tira sin l’in da ses precedents ina nova cambiala (cambiala retratga) a vista ch’è pajabla al domicil da quest precedent. La cambiala retratga cumpiglia – ultra dals imports ch’èn inditgads en ils artitgels 1045 e 1046 – la taxa d’intermediaziun e la taxas da bul per la cambiala retratga. Sche la cambiala retratga vegn tratga dal possessur, sa drizza l’autezza da la summa da la cambiala tenor il curs ch’ina cambiala a vista ha, ch’è vegnida tratga dal lieu, nua che la cambiala originala era pajabla, sin il lieu da domicil dal garant. Sche la cambiala retratga vegn tratga d’in indossant, sa drizza l’autezza da la summa da la cambiala tenor il curs ch’ina cambiala a vista ha, ch’è vegnida tratga dal lieu da domicil da l’emittent da la cambiala retratga sin il lieu da domicil dal garant.7.  Pregiudicaziuna.  En generalArt. 1050 Tralaschond ils terminsper preschentar ina cambiala ch’è vegnida emessa a vista u a vista per in tschert temp,per far protesta pervia da mancanza d’acceptaziun u pervia da mancanza da pajament,per preschentar ina cambiala per il pajament en cas da la remartga «senza spesas»perda il possessur ses dretgs cunter ils indossants, cunter l’emittent e cunter tut ils auters obligads a la cambiala, cun excepziun da l’acceptader. Sch’il possessur tralascha il termin che vegn prescrit da l’emittent per la preschentaziun per l’acceptaziun, perda el il dretg da prender regress pervia da mancanza d’acceptaziun e pervia da mancanza da pajament, nun ch’i resultia tras la formulaziun da la remartga che l’emittent haja mo vulì excluder la responsabladad per l’acceptaziun. Sch’il termin per la preschentaziun è cuntegnì en in indossament, po mo l’indossant sa basar sin quel.b.  Forza superiuraArt. 1051 Sch’in obstachel betg surmuntabel (prescripziun legala d’in stadi u auter cas da forza superiura) impedescha da preschentar la cambiala u da far protesta a temp, vegnan prolungads ils termins ch’èn fixads per quests acts. Il possessur è obligà d’infurmar immediatamain ses indossant precedent direct davart il cas da forza superiura e da menziunar sin la cambiala u sin in’agiunta il di ed il lieu da l’infurmaziun sco er da munir quella cun sia suttascripziun; dal rest vegnan applitgadas las prescripziuns da l’artitgel 1042. Sche la forza superiura croda davent, sto il possessur preschentar la cambiala immediatamain per l’acceptaziun u per il pajament ed eventualmain laschar far protesta. Sche la forza superiura dura pli che 30 dis suenter la scadenza, poi vegnir prendì regress senza ch’i dovria la preschentaziun u la protesta. En cas da cambialas ch’èn vegnidas emessas a vista u a vista per in tschert temp curra il termin da 30 dis a partir dal di ch’il possessur ha infurmà ses indossant precedent davart il cas da forza superiura; questa infurmaziun po vegnir fatga gia avant ch’il termin da preschentaziun scadia. En cas da cambialas ch’èn vegnidas emessas a vista per in tschert temp vegn il termin da 30 dis prolungà per il termin da vista ch’è inditgà en la cambiala. Fatgs dal tuttafatg persunals che pertutgan il possessur u quel ch’è incumbensà da preschentar la cambiala u da far protesta, na valan betg sco cas da forza superiura.c.  Enritgiment nungiustifitgàArt. 1052 Uschenavant che l’emittent d’ina cambiala e che l’acceptader èn s’enritgids nungiustifitgadamain sin donn e cust dal possessur da la cambiala, èn els obligads vers quel, er sche l’obligaziun che sa basa sin la cambiala è extinguida en consequenza da prescripziuns e pervia da la tralaschada d’acts che vegnan prescrits da la lescha per mantegnair ils dretgs che derivan da la cambiala. Il plant pervia d’enritgiment nungiustifitgà po er vegnir purtà cunter il trassà, cunter il domiciliatari e cunter la persuna u cunter la firma, per il quint da la quala l’emittent ha tratg la cambiala. In tal plant na po dentant betg vegnir purtà cunter ils indossants, dals quals l’obligaziun che sa basa sin la cambiala è extinguida.VIII.  Transferiment da la garanziaArt. 1053 Sch’igl è vegnì declerà il concurs da l’emittent d’ina cambiala, vegn in’eventuala pretensiun da dretg civil da quel cunter il trassà pertutgant la restituziun da la garanzia u pertutgant il rembursament d’imports ch’èn vegnids scrits buns transferida sin il possessur da la cambiala. Sche l’emittent declera sin la cambiala, ch’el cedia ses dretgs che derivan da la garanzia, tutgan quels al possessur respectiv da la cambiala. Uschespert ch’il concurs è publitgà u uschespert che la cessiun è vegnida annunziada al trassà, dastga quel far il pajament mo al possessur ch’è legitimà duaivlamain, e quai cunter la restituziun da la cambiala.IX.  Intervenziun1.  Prescripziuns generalasArt. 1054 L’emittent sco er mintga indossant u avallant po inditgar ina persuna ch’è pronta dad acceptar u da pajar en cas d’urgenza. Cun las premissas che vegnan inditgadas qua sutvart po la cambiala vegnir acceptada u pajada d’ina persuna ch’intervegn a favur da mintga obligà a la cambiala, cunter il qual i po vegnir prendì regress. La persuna che accepta u che paja po esser mintga terza persuna, er il trassà, sco er mintga persuna ch’è gia obligada a la cambiala, cun excepziun da la persuna ch’accepta. Tgi che accepta u tgi che paja sco intervegnider è obligà d’infurmar l’obligà a la cambiala, per il qual el intervegn, entaifer 2 lavurdis. Sch’el n’observa betg quest termin, stat el bun per il donn ch’è vegnì chaschunà da sia negligientscha, dentant mo fin a l’autezza da la summa da la cambiala.2.  Acceptaziun per intervenziuna.  Premissas. Posiziun dal possessurArt. 1055 L’acceptaziun per intervenziun po vegnir fatga en tuts cas, en ils quals il possessur d’ina cambiala po prender regress avant la scadenza da quella, nun ch’i sa tractia d’ina cambiala che n’è betg acceptabla. Sch’igl è inditgada sin la cambiala ina persuna che duai acceptar u pajar al lieu da pajament en cas d’urgenza, po il possessur mo prender regress avant la scadenza sin quel che ha agiunta l’adressa d’urgenza u sin ses sutsegnaders successurs, sch’el ha preschentà la cambiala a la persuna ch’è inditgada en l’adressa d’urgenza, ed en cas che quella refusa l’acceptaziun, sch’el ha laschà constatar la refusa tras ina protesta. En ils auters cas d’intervenziun po il possessur refusar l’acceptaziun per intervenziun. Sch’el la permetta però, perda el il dretg da prender regress avant la scadenza sin quel, per il qual l’acceptaziun è vegnida dada e sin ils sutsegnaders successurs.b.  FurmaArt. 1056L’acceptaziun per intervenziun vegn inditgada sin la cambiala; ella sto vegnir suttascritta da l’intervegnider. En la decleraziun d’acceptaziun stoi vegnir inditgà, per tgi che l’acceptaziun per intervenziun vegn fatga; sch’ina tala indicaziun manca, vala l’acceptaziun per intervenziun per l’emittent.c.  Responsabladad da l’acceptader per intervenziun, effects sin il dretg da prender regressArt. 1057 L’acceptader per intervenziun stat bun vers il possessur e vers ils indossants posteriurs da quel, a favur dal qual el è intervegnì, e quai en la medema moda e maniera sco quel sez. Malgrà l’acceptaziun per intervenziun pon l’obligà a la cambiala, a favur dal qual l’intervenziun è vegnida fatga, e ses garants pretender dal possessur che la cambiala e che eventualmain la protesta sco er ch’in quint quittà vegnian consegnads, e quai restituind l’import inditgà en l’artitgel 1045.3.  Pajament per intervenziuna.  PremissasArt. 1058 Il pajament per intervenziun è admess per tut ils cas, per ils quals il possessur po prender regress il mument da la scadenza u avant la scadenza. Il pajament per intervenziun sto cumpigliar l’entir import che stuess vegnir pajà a l’obligà a la cambiala, per il qual il pajament vegn fatg. Il pajament per intervenziun sto vegnir fatg il pli tard il di suenter ch’il termin per far protesta pervia da mancanza da pajament è scadì.b.  Obligaziun dal possessurArt. 1059 Sche la cambiala è vegnida acceptada per intervenziun da persunas che han lur domicil al lieu da pajament u sch’igl èn inditgadas persunas che vivan al lieu da pajament e che duessan pajar en cas d’urgenza, sto il possessur preschentar la cambiala a tut questas persunas ed eventualmain laschar far ina protesta, perquai ch’il pajament per intervenziun n’è betg vegnì fatg; quai ha da vegnir fatg il pli tard il di suenter ch’il termin per far protesta è scadì. Sche la protesta na vegn betg fatga a temp, vegnan quel che ha inditgà l’adressa d’urgenza u per il qual la cambiala è vegnida acceptada, ed ils indossants posteriurs liberads da lur obligaziuns.c.  Consequenzas da la refusaArt. 1060Sch’il possessur refusa il pajament per intervenziun, perda el il regress sin quels che fissan vegnids libers da lur obligaziun.d.  Dretg da consegnar la cambiala, la protesta e la quittanzaArt. 1061 Il pajament per intervenziun sto vegnir confermà sin la cambiala cun ina quittanza che ha d’inditgar, per tgi ch’igl è vegni pajà. Sche questa indicaziun manca, vegni supponì ch’il pajament saja vegnì fatg a favur da l’emittent. La cambiala ed ina eventuala protesta ston vegnir consegnadas al pajader per intervenziun.e.  Transferiment dals dretgs dal possessur, plirs pajaments per intervenziunArt. 1062 Quel che paja per intervenziun acquista ils dretgs che resultan tras la cambiala cunter l’obligà a la cambiala, per il qual el ha pajà, e cunter las persunas che stattan bunas vers quel concernent la cambiala. El na po dentant betg indossar vinavant la cambiala. Ils indossants posteriurs da l’obligà a la cambiala, per il qual igl è vegnì pajà, vegnan libers da lur obligaziuns. Sche pliras persunas offran il pajament per intervenziun, vegn quella preferida che liberescha cun ses pajament il dumber il pli grond d’obligads a la cambiala. Tgi che paja sapientivamain per intervenziun cuntrari a questa disposiziun, perda il regress sin quels che fissan uschiglio vegnids libers da lur obligaziuns.X.  Duplicats e copias da cambialas1.  Duplicatsa.  Dretg da plirs duplicatsArt. 1063 La cambiala po vegnir emessa en plirs exemplars sumegliants (duplicats). Quests duplicats ston esser numerads successivamain en il text da mintga document; cas cuntrari vala mintga emissiun sco cambiala individuala. Mintga possessur d’ina cambiala po pretender sin ses custs la consegna da plirs duplicats, nun ch’i resultia tras la cambiala ch’ella saja vegnida emessa en in sulet exemplar. Per quest intent ha il possessur da sa drizzar a ses indossant direct, il qual sto da sia vart er sa drizzar a ses indossant ed uschia vinavant en la successiun fin a l’emittent. Ils indossants èn obligads da repeter lur indossaments sin ils duplicats.b.  Relaziuns dals duplicats tranter elsArt. 1064 Sch’in duplicat vegn pajà, extinguan ils dretgs da tut ils auters duplicats, e quai er, sche quels na cuntegnan betg la remartga ch’els perdian lur valaivladad, sch’in dad els vegn pajà. Il trassà resta dentant obligà per mintga duplicat acceptà ch’el n’ha betg survegnì enavos. Sch’in indossant ha transferì ils duplicats a pliras persunas, stattan el e ses indossants posteriurs buns per tut ils duplicats che portan lur suttascripziun e che n’èn betg vegnids restituids.c.  Remartga d’acceptaziunArt. 1065 Tgi che trametta in duplicat per l’acceptaziun, ha d’inditgar sin ils auters duplicats il num da la persuna che ha survegnì il duplicat tramess. Quella è obligada d’al consegnar al possessur legitim d’in auter duplicat. Sche la consegna vegn refusada, po il possessur prender regress mo, sch’el ha laschà constatar cun ina protesta:1. ch’il duplicat ch’è vegnì tramess per l’acceptaziun n’al saja betg vegnì consegnà sin sia dumonda;2. che l’acceptaziun u ch’il pajament na saja er betg stà da survegnir sin in auter duplicat.2.  Copiasa.  Furma ed effectsArt. 1066 Mintga possessur d’ina cambiala è autorisà da far copias da quella. La copia sto reproducir exactamain il text original cun ils indossaments e cun tut las autras remartgas che sa chattan sin quel. La copia sto inditgar, fin nua ch’ella tanscha. La copia po vegnir indossada e munida cun ina decleraziun da garanzia en la medema moda e maniera e cun ils medems effects sco l’original.b.  Consegna da l’originalArt. 1067 La copia sto inditgar il conservader dal document original. Quel è obligà da consegnar il document original al possessur legitim da la copia. Sche la consegna vegn refusada, po il possessur prender regress sin ils indossants da la copia e sin quels che han dà ina decleraziun da garanzia sin la copia, però mo, sch’el ha laschà constatar cun ina protesta ch’il titel original n’al saja betg vegnì consegnà sin sia dumonda. Sch’il document original cuntegna suenter l’ultim indossament ch’è vegnì fatg, avant che la copia è vegnida reproducida, la remartga «da qua davent valan indossaments mo pli sin la copia» u ina remartga equivalenta, è in indossament, ch’è vegnì mess posteriuramain sin il document original, nunvalaivel.XI.  Midadas da la cambialaArt. 1068Sch’il text d’ina cambiala vegn midà, stattan quels buns confurm al text midà che han mess lur suttascripziun sin la cambiala suenter ch’il text è vegnì midà. Tgi che ha suttascrit avant la midada, stat bun tenor il text oriund.XII.  Surannaziun1.  TerminsArt. 1069 Ils dretgs or da la cambiala cunter l’acceptader suranneschan suenter 3 onns a partir dal di da scadenza. Ils dretgs dal possessur cunter ils indossants e cunter l’emittent suranneschan suenter 1 onn a partir dal di ch’igl è vegnì fatg protesta a temp u – en cas da la remartga «senza spesas» – a partir dal di da scadenza. Ils dretgs d’in indossant cunter auters indossants e cunter l’emittent suranneschan suenter 6 mais a partir dal di, il qual l’indossant ha pajà la cambiala u dal di, il qual il plant da regress è vegnì inoltrà cunter el.2.  Interrupziuna.  MotivsArt. 1070La surannaziun vegn interrutta cun l’inoltraziun dal plant, cun l’inoltraziun da la dumonda da scussiun, cun la denunzia da la dispita u cun l’inoltraziun da las pretensiuns en cas da concurs.b.  EffectsArt. 1071 L’interrupziun da la surannaziun ha in effect mo per l’obligà a la cambiala, en resguard dal qual l’interrupziun è vegnida fatga. Cun l’interrupziun da la surannaziun cumenza a currer ina nova surannaziun che ha la medema durada.XIII.  Annullaziun1.  Mesiras preventivasArt. 1072 Tgi che ha pers ina cambiala en ina maniera u l’autra, po pretender da la dretgira, ch’i vegnia scumandà al trassà da pajar la cambiala. Cun il scumond da pajar dat la dretgira al trassà il dretg da depositar la summa da la cambiala il di che quella scada, ed ella fixescha il lieu dal deposit. Versiun tenor la cifra 5 da l’agiunta da la LF dals 24 da mars 2000 davart la cumpetenza en chaussas civilas, en vigur dapi il 1. da schan. 2001 (AS 2000 2355; BBl 1999 III 2829).2.  Possessur enconuschentArt. 1073 Sch’il possessur da la cambiala è enconuschent, fixescha la dretgira in termin adequat per il petent per purtar plant sin restituziun da la cambiala. Sch’il petent na porta betg plant entaifer quest termin, abolescha la dretgira il scumond da pajar ch’è vegnì decretà per il trassà.3.  Possessur nunenconuschenta.  Obligaziuns dal petentArt. 1074 Sch’il possessur da la cambiala n’è betg enconuschent, pon ins pretender che la cambiala vegnia annullada. Tgi che pretenda l’annullaziun, sto far valair crediblamain d’esser il possessur da la cambiala e dad avair pers quella; el sto u preschentar ina copia da la cambiala u far indicaziuns essenzialas davart ses cuntegn.b.  Introducziun da l’invitaziunArt. 1075Sche la dretgira è da l’avis che la preschentaziun dal petent concernent l’anteriur possess e concernent la perdita da la cambiala saja credibla, pretenda ella dal possessur – cun ina communicaziun publica – da preschentar la cambiala entaifer in tschert termin, cas cuntrari vegn annullada la cambiala.c.  TerminsArt. 1076 Il termin per preschentar la cambiala dura almain 3 mais e maximalmain 1 onn. La dretgira n’è però betg liada a la durada minimala da 3 mais, sche la surannaziun d’ina cambiala scadida entrass avant la scadenza da quest termin. En cas da cambialas scadidas curra il termin a partir da l’emprim di da la publicaziun, en cas da cambialas betg anc scadidas a partir dal di da scadenza.d.  PublicaziunArt. 1077 La pretensiun da preschentar la cambiala sto vegnir publitgada en il Fegl uffizial svizzer da commerzi. En cas spezials po la dretgira procurar anc en autra moda per ina publicaziun adequata. Versiun tenor la cifra I da la LF dals 19 da zer. 2020 (dretg d’aczias), en vigur dapi il 1. da schan. 2023 (AS 2020 4005; 2022 109; BBl 2017 399).4.  Effecta.  En cas che la cambiala vegn preschentadaArt. 1078 Sche la cambiala ch’è ida a perder vegn preschentada, fixescha la dretgira in termin per il petent per purtar plant sin restituziun da la cambiala. Sch’il petent na porta betg plant entaifer quest termin, restituescha la dretgira la cambiala ed abolescha il scumond da pajar ch’è vegnì dà al trassà.b.  En cas che la cambiala na vegn betg preschentadaArt. 1079 Sche la cambiala ch’è ida a perder na vegn betg preschentada entaifer il termin fixà, la sto la dretgira annullar. Suenter l’annullaziun da la cambiala po il petent anc far valair ses dretgs or da la cambiala cunter l’acceptader.5.  Disposiziuns giudizialasArt. 1080 La dretgira po obligar l’acceptader gia avant l’annullaziun da la cambiala da depositar la summa da la cambiala u schizunt da la pajar cunter ina garanzia. La summa da la garanzia stat buna vers quel che ha acquistà la cambiala da buna fai. Ella vegn libra, sche la cambiala vegn annullada u sche las pretensiuns vers quella extinguan en autra maniera.XIV.  Prescripziuns generalas1.  Disposiziuns concernent ils terminsa.  FiradsArt. 1081 Sche la cambiala scada ina dumengia u in auter firà uffizial, po il pajament vegnir pretendì pir il proxim lavurdi. Er tut ils auters acts en connex cun la cambiala, en spezial la preschentaziun per l’acceptaziun e la protesta, pon mo vegnir exequids in lavurdi. Sche l’ultim di d’in termin, entaifer il qual in da quests acts sto vegnir exequì, croda sin ina dumengia u sin in auter firà uffizial, vegn il termin prolungà fin al proxim lavurdi. Firads che han lieu en il decurs d’in termin vegnan dumbrads tar la calculaziun dal termin.Concernent ils termins legals dal dretg federal e concernent ils termins che vegnan fixads da las autoritads confurm al dretg federal ha la sonda oz il medem status sco in firà renconuschì (art. 1 da la LF dals 21 da zer. 1963 davart il curs dals termins las sondas; SR 173.110.3).b.  Calculaziun dals terminsArt. 1082Tar la calculaziun dals termins legals u dals termins fixads en la cambiala na vegn betg dumbrà il di, ch’il termin cumenza a currer.c.  Exclusiun da dis da respectArt. 1083Renconuschids na vegnan ni dis da respect legals ni dis da respect giudizials.2.  Lieu, nua che acts che concernan la cambiala vegnan exequidsArt. 1084 La preschentaziun per l’acceptaziun u per il pajament, la protesta, la dumonda per la consegna d’in duplicat da la cambiala sco er tut ils ulteriurs acts ch’èn d’exequir tar ina tscherta persuna ston vegnir fatgs en il local da fatschenta da questa persuna u, per mancanza d’in tal local, en sia abitaziun. Il local da fatschenta u l’abitaziun sto vegnir eruì minuziusamain. Sch’ina retschertga tar l’autoritad da polizia u tar l’uffizi postal dal lieu n’ha dentant gì nagin success, na dovri betg ulteriuras retschertgas.3.  Suttascripziun cun agen maun, suttascripziun da tschorvsArt. 1085 Decleraziuns da cambiala ston esser suttascrittas cun agen maun. La suttascripziun na po betg vegnir remplazzada cun ina reproducziun da l’atgna scrittira sin via mecanica, cun segns da maun, er sch’els èn legalisads, u cun ina documentaziun publica. La suttascripziun d’ina persuna tschorva sto esser legalisada.XV.  Champ d’applicaziun da las leschas1.  L’abilitad da s’obligar cun ina cambialaArt. 1086 L’abilitad d’ina persuna da s’obligar cun ina cambiala u cun titels a l’ordra sa drizza tenor il dretg da ses pajais naziunal. Sche quest dretg declera il dretg d’in auter pajais sco decisiv, sto vegnir applitgà quest ultim dretg. Tgi che n’è betg abel da s’obligar cun ina cambiala tenor il dretg inditgà en l’alinea precedent, vegn tuttina obligà valaivlamain, sche la suttascripziun è vegnida dada en il territori d’in pajais, tenor il dretg dal qual el fiss abel da s’obligar cun ina cambiala.2.  Furma e termins per decleraziuns da cambialaa.  En generalArt. 1087 La furma d’ina decleraziun da cambiala sa drizza tenor il dretg dal pajais, en il territori dal qual la decleraziun è vegnida suttascritta. Però, sch’ina decleraziun da cambiala ch’è nunvalaivla tenor las prescripziuns da l’alinea precedent, correspunda al dretg dal pajais, en il territori dal qual ina decleraziun da cambiala posteriura è vegnida suttascritta, na vegn la valaivladad da la decleraziun posteriura betg messa en dumonda pervia da mancanzas formalas da l’emprima decleraziun da cambiala. Medemamain è ina decleraziun da cambiala ch’in Svizzer ha fatg a l’exteriur, valaivla en Svizra vers in auter Svizzer, sch’ella satisfa a las pretensiuns formalas dal dretg svizzer.b.  Acts per exequir e per mantegnair ils dretgs concernent la cambialaArt. 1088La furma da la protesta ed ils termins per far protesta sco er la furma dals ulteriurs acts ch’èn necessaris per exequir e per mantegnair ils dretgs concernent la cambiala, sa drizzan tenor il dretg dal pajais, en il territori dal qual la protesta sto vegnir fatga u l’act sto esser exequì.c.  Execuziun dal regressArt. 1089Ils termins per exequir ils dretgs da regress vegnan determinads per tut ils obligads a la cambiala tras il dretg dal lieu, al qual la cambiala è vegnida emessa.3.  Effects da las decleraziuns da cambialaa.  En generalArt. 1090 Ils effects da las decleraziuns d’obligaziun da l’acceptader d’ina cambiala tratga e da l’emittent d’ina atgna cambiala sa drizzan tenor il dretg dal lieu da pajament. Ils effects da las ulteriuras decleraziuns da cambiala sa drizzan tenor il dretg dal pajais, en il territori dal qual la decleraziun è vegnida suttascritta.b.  Acceptaziun parziala e pajament parzialArt. 1091Il dretg dal lieu da pajament determinescha, sche l’acceptaziun d’ina cambiala tratga po vegnir restrenschida ad ina part da la summa e sch’il possessur è obligà u sch’el n’è betg obligà d’acceptar in pajament parzial.c.  PajamentArt. 1092Il pajament d’ina cambiala il mument da la scadenza, en spezial la calculaziun dal di da scadenza e dal di da pajament sco er il pajament da cambialas ch’èn vegnidas emessas en valutas estras, sa drizzan tenor il dretg dal pajais, en il territori dal qual la cambiala è pajabla.d.  Plant pervia d’enritgiment nungiustifitgàArt. 1093Il plant pervia d’enritgiment nungiustifitgà cunter il trassà, cunter il domiciliatari e cunter la persuna u cunter la firma, a quint da la quala l’emittent ha tratg la cambiala, sa drizza tenor il dretg dal pajais, en il territori dal qual questas persunas han lur domicil.e.  Transferiment da la garanziaArt. 1094Il dretg dal lieu d’emissiun determinescha, sch’il possessur d’ina cambiala tratga acquista la pretensiun, per la quala la cambiala è vegnida emessa.f.  AnnullaziunArt. 1095Il dretg dal lieu da pajament determinescha las mesiras che ston vegnir prendidas en cas ch’ina cambiala è ida a perder u è vegnida engulada.C.  Atgna cambiala1.  Cuntegn da l’atgna cambialaArt. 1096L’atgna cambiala cuntegna:1. la denominaziun sco cambiala en il text dal document, e quai en la lingua, en la quala el è emess;2. l’empermischun da pajar senza cundiziuns ina summa determinada;3. l’indicaziun da la scadenza;4. l’indicaziun dal lieu da pajament;5. il num da quel, al qual u a l’ordra dal qual il pajament duai vegnir fatg;6. l’indicaziun dal di e dal lieu da l’emissiun;7. la suttascripziun da l’emittent.2.  Mancanza da parts dal cuntegnArt. 1097 In document, al qual manca ina da las indicaziuns ch’èn vegnidas menziunadas en l’artitgel precedent, na vala betg sco atgna cambiala, cun resalva dals cas designads en ils suandants alineas. In’atgna cambiala senza indicaziun da la scadenza vala sco cambiala pajabla a vista. Sch’i manca ina indicaziun speziala, vala il lieu d’emissiun sco lieu da pajament ed a medem temp sco domicil da l’emittent. In’atgna cambiala senza indicaziun dal lieu d’emissiun vala sco emessa al lieu ch’è inditgà tar il num da l’emittent.3.  Renviament a la cambiala tratgaArt. 1098 Sch’ellas na stattan betg en cuntradicziun cun sia natira, valan per l’atgna cambiala las prescripziuns correspundentas da la cambiala tratga concernent: l’indossament (art. 1001–1010); la scadenza (art. 1023–1027); il pajament (art. 1028–1032); il regress per mancanza da pajament (art. 1033–1047, 1049–1051);il pajament per intervenziun (art. 1054, 1058–1062); las copias (art 1066 e 1067); las midadas (art. 1068); la surannaziun (art. 1069–1071); l’annullaziun (art. 1072–1080); ils firads, la calculaziun dals termins, il scumond dals dis da respect, il lieu, nua che acts che concernan la cambiala vegnan exequids e la suttascripziun (art. 1081–1085). Plinavant valan per l’atgna cambiala las prescripziuns concernent cambialas tratgas ch’èn pajablas tar ina terza persuna u en in lieu different dal domicil dal trassà (art. 994 e 1017), concernent la remartga da tschains (art. 995), concernent las divergenzas tar l’indicaziun da la summa da la cambiala (art. 996), concernent las consequenzas d’ina suttascripziun nunvalaivla (art. 997) u concernent la suttascripziun d’ina persuna che agescha senza avair l’autorisaziun da represchentanza u che surpassa sias cumpetenzas (art. 998) e concernent la cambiala en blanco (art. 1000). Per l’atgna cambiala vegnan medemamain applitgadas las prescripziuns concernent la garanzia d’ina cambiala (art. 1020–1022); en cas da l’artitgel 1021 alinea 4 vala la garanzia d’ina cambiala per l’emittent da l’atgna cambiala, sche la decleraziun n’inditgescha betg, per tgi che la garanzia vegn prestada.4.  Responsabladad da l’emittent, preschentaziun a vistaArt. 1099 L’emittent d’ina atgna cambiala stat bun en la medema moda e maniera sco l’acceptader d’ina cambiala tratga. Atgnas cambialas ch’èn vegnidas emessas a vista per in tschert temp, ston vegnir preschentadas a vista a l’emittent entaifer ils termins ch’èn inditgads en l’artitgel 1013. La vista sto vegnir confermada da l’emittent sin la cambiala, inditgond il di ed agiuntond la suttascripziun. Il termin a vista curra a partir dal di ch’è inditgà sin la cambiala. Sche l’emittent refusa da confermar la data da la vista, sto quai vegnir constatà cun ina protesta (art. 1015); il termin da vista curra alura a partir dal di da la protesta.Tschintgavel chapitel:  Il schecI.  Emissiun e furma dal schec1.  Cuntegn dal schecArt. 1100Il schec cuntegna:1. la denominaziun sco schec en il text dal document, e quai en la lingua, en la quala el è emess;2. il cumond da pajar senza cundiziuns ina summa determinada;3. il num da quel che duai pajar (trassà);4. l’indicaziun dal lieu da pajament;5. l’indicaziun dal di e dal lieu da l’emissiun;6. la suttascripziun da l’emittent.2.  Mancanza da parts dal cuntegnArt. 1101 In document, al qual manca ina da las indicaziuns ch’èn vegnidas menziunadas en l’artitgel precedent, na vala betg sco schec, cun la resalva dals cas designads en ils suandants alineas. Sch’i manca ina indicaziun speziala, vala il lieu inditgà tar il num dal trassà sco lieu da pajament. Sche plirs lieus èn inditgads sper il num dal trassà, è il schec pajabel al lieu ch’è numnà sco l’emprim. Sch’i manca ina tala e mintga autra indicaziun, è il schec pajabel al lieu, nua ch’il trassà ha ses domicil principal. In schec senza indicaziun dal lieu d’emissiun vala sco emess al lieu ch’è inditgà tar il num da l’emittent.3.  Obligaziun da pajar passivaArt. 1102 Sco trassà d’in schec ch’è pajabel en Svizra po vegnir designà mo in banchier. In schec tratg sin in’autra persuna vala mo sco ina simpla assegnaziun.4.  Necessitad da garanziaArt. 1103 In schec dastga mo vegnir emess, sche l’emittent posseda in dabun tar il trassà e confurm ad ina cunvegna explicita u taciturna, tenor la quala l’emittent ha il dretg da disponer da quest dabun tras schecs. La valaivladad dal document sco schec na vegn dentant betg pertutgada, sche questas prescripziuns na vegnan betg resguardadas. Sche l’emittent po disponer mo d’in import parzial tar il trassà, è il trassà obligà da pajar quest import. Tgi che emetta in schec senza esser autorisà da disponer da l’import inditgà tar il trassà, sto pajar al possessur dal schec – ultra dal donn chaschunà – 5 pertschient da l’import betg cuvrì da la summa inditgada.5.  Exclusiun da l’acceptaziunArt. 1104Il schec na po betg vegnir acceptà. Ina remartga d’acceptaziun sin il schec vala sco betg scritta.6.  Designaziun dal remittentArt. 1105 Il schec po esser pajabel: ad ina persuna determinada, cun u senza la remartga explicita «a l’ordra»; ad ina persuna determinada, cun la remartga «betg a l’ordra» u cun ina remartga equivalenta; al possessur. Il schec a favur d’ina persuna determinada vala sco schec al possessur, sch’el porta la remartga «u al possessur» u ina remartga equivalenta. In schec senza indicaziun dal benefizià vala sco schec al possessur.7.  Remartga da tschainsArt. 1106Ina remartga da tschains ch’è inserida en il schec vala sco betg scritta.8.  Lieus da pajament. Schec domiciliàArt. 1107Il schec po esser pajabel ad ina terza persuna, al domicil dal trassà u en in auter lieu, sche la terza persuna è in banchier.II.  Transferiment1.  TransferibilitadArt. 1108 Il schec ch’è pajabel ad ina tscherta persuna – ch’el portia la remartga explicita «a l’ordra» u betg – po vegnir transferì tras in indossament. Il schec ch’è pajabel ad ina tscherta persuna e che porta la remartga «betg a l’ordra» u ina remartga equivalenta, po vegnir transferì mo en la furma e cun ils effects d’ina cessiun ordinaria. L’indossament po er ir a favur da l’emittent u a favur da mintga autra persuna obligada. Questas persunas pon indossar il schec vinavant.2.  Cuntegn dal schecArt. 1109 L’indossament na dastga cuntegnair naginas cundiziuns. Tut las cundiziuns, a las qualas el è suttamess, valan sco betg scrittas. In indossament parzial è nunvalaivel. In indossament dal trassà è medemamain nunvalaivel. In indossament al possessur vala sco indossament en blanco. L’indossament al trassà vala mo sco quittanza, nun ch’il trassà haja plirs domicils u pliras filialas e che l’indossament saja fatg per in auter domicil u per in’autra filiala, che sin quel u sin quella ch’il schec è vegnì tratg.3.  Legitimaziun dal possessurArt. 1110Tgi che ha en maun in schec che po vegnir transferì tras in indossament, vala sco possessur legal, uschenavant ch’el cumprova ses dretg cun ina retscha nuninterrutta d’indossaments, e quai er alura, sche l’ultim indossament è in indossament en blanco. Indossaments stritgads ora valan en quest cas sco betg scrits. Sch’in ulteriur indossament suonda in indossament en blanco, vegni supponì che quel che ha sutsegnà quest indossament haja acquistà il schec tras l’indossament en blanco.4.  Schec al possessurArt. 1111In indossament sin in schec al possessur renda responsabel l’indossant tenor las prescripziuns davart il regress, dentant senza transfurmar il document en in schec a l’ordra.5.  Schec ch’è ì a perderArt. 1112Sch’in anteriur possessur ha pers insaco in schec, è il nov possessur da quel – sch’i saja in schec al possessur u sch’i saja in schec ch’è transferibel tras in indossament ed il possessur cumprova ses dretg tenor l’artitgel 1110 – obligà da consegnar il schec mo, sch’el ha acquistà quel da mala fai u sch’ins po al rinfatschar ina gronda negligientscha a chaschun da l’acquist dal schec.6.  Dretgs che derivan da l’indossament suenter la scadenza u suenter la protestaArt. 1113 In indossament, che vegn mess sin il schec suenter ch’igl è vegnì fatg protesta u suenter ch’ins ha fatg ina constataziun equivalenta u suenter ch’il termin da preschentaziun è scadì, ha mo ils effects d’ina cessiun ordinaria. Fin ch’igl è vegnì cumprovà il cuntrari, vegni supponì ch’in indossament betg datà saja vegnì fatg sin il schec avant che far protesta u avant che avair fatg la constataziun equivalenta u avant la scadenza dal termin da preschentaziun.III.  Garanzia per schecsArt. 1114 Il pajament da la summa dal schec po vegnir garantì per part u dal tuttafatg tras ina garanzia per schecs. Questa garanzia po vegnir prestada d’ina terza persuna, cun excepziun dal trassà, u er d’ina persuna che ha gia mess sia suttascripziun sin il schec.IV.  Preschentaziun e pajament1.  ScadenzaArt. 1115 Il schec è pajabel a vista. Tut las indicaziuns cuntrarias valan sco betg scrittas. In schec, che vegn preschentà per il pajament avant il di ch’è inditgà sco data d’emissiun, è pajabel il di da la preschentaziun.2.  Preschentaziun per il pajamentArt. 1116 In schec, ch’è emess e ch’è pajabel en il medem pajais, sto vegnir preschentà per il pajament entaifer 8 dis. In schec, ch’è pajabel en in auter pajais ch’en quel, en il qual el è vegnì emess, sto vegnir preschentà entaifer 20 dis, sch’il lieu d’emissiun e sch’il lieu da pajament sa chattan sin il medem continent, ed entaifer 70 dis, sch’il lieu d’emissiun e sch’il lieu da pajament sa chattan sin differents continents. En quest connex valan ils schecs ch’èn vegnids emess en in pajais da l’Europa e ch’èn pajabels en in pajais che cunfina cun la Mar mediterrana sco er ils schecs ch’èn vegnids emess en in pajais che cunfina cun la Mar mediterrana e ch’èn pajabels en in pajais da l’Europa sco schecs, ch’èn emess e ch’èn pajabels sin il medem continent. Ils termins menziunads qua survart cumenzan a currer il di ch’è inditgà sin il schec sco di d’emissiun.3.  Calculaziun dal temp tenor il stil veglArt. 1117Sch’in schec è tratg tranter dus lieus che han differents chalenders, vegn il di d’emissiun convertì en il di che correspunda al di dal chalender dal lieu da pajament.4.  Preschentaziun ad in post da rendaquintArt. 1118La preschentaziun dal schec ad in post da rendaquint ch’è renconuschì da la Banca naziunala svizra è equivalenta a la preschentaziun per il pajament.Versiun tenor la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la Banca naziunala svizra, en vigur dapi il 1. da matg 2004 (AS 2004 1985; BBl 2002 6097).5.  Revocaziuna.  En generalArt. 1119 Ina revocaziun dal schec ha in effect pir suenter la scadenza dal termin da preschentaziun. Sch’il schec n’è betg vegnì revocà, po il trassà pajar er suenter la scadenza dal termin da preschentaziun. Sche l’emittent pretenda ch’el u ch’ina terza persuna haja pers il schec, po el scumandar al trassà da far il pajament.b.  En cas da mort, d’inabilitad d’agir, da concursArt. 1120Sche l’emittent mora, sch’el daventa inabel d’agir u sch’el fa concurs suenter l’emissiun dal schec, n’ha quai betg ina influenza sin l’effect dal schec.6.  Examinaziun dals indossamentsArt. 1121Il trassà, che paja in schec ch’è transferibel tras in indossament, è obligà da controllar la regularitad da la successiun dals indossaments, dentant betg las suttascripziuns dals indossants.7.  Pajament en valuta estraArt. 1122 Sch’il schec è emess en ina valuta che na vala betg al lieu da pajament, po la summa dal schec vegnir pajada en la valuta dal pajais tenor la valur ch’ella ha il di da la preschentaziun. Sch’il pajament na vegn betg fatg il mument da la preschentaziun, po il possessur decider, sche la summa dal schec duai vegnir convertida en la valuta dal pajais tenor il curs dal di da la preschentaziun u tenor quel dal di dal pajament. La valur da la valuta estra vegn fixada tenor l’isanza commerziala dal lieu da pajament. L’emittent po dentant fixar en il schec che la summa, che sto vegnir pajada, vegnia convertida tenor il curs inditgà en il schec. Las prescripziuns dals emprims dus alineas na vegnan betg applitgadas, sche l’emittent ha fixà ch’il pajament vegnia fatg en ina tscherta valuta (remartga da pajament effectiv en ina valuta estra). Sche la summa dal schec è inditgada en ina spezia da daners che ha en il pajais d’emissiun la medema denominaziun, però in’autra valur ch’en il pajais da pajament, vegni supponì che l’indicaziun sa refereschia a la spezia da daners dal lieu da pajament.V.  Il schec cruschà ed il schec da scuntrada1.  Schec cruschàa.  NoziunArt. 1123 L’emittent sco er mintga possessur dal schec pon cruschar quel cun ils effects previs en l’artitgel 1124. Cruschà vegn tras dus stritgs parallels sin la vart davant dal schec. La cruschada po esser generala u speziala. La cruschada è generala, sch’i n’è inditgà nagut tranter ils dus stritgs u sch’i stat scrit il pled «banchier» u in’autra remartga sumeglianta; ella è speziala, sch’igl è inditgà il num d’in banchier tranter ils dus stritgs. La cruschada generala po vegnir convertida en ina speziala, la cruschada speziala na po dentant betg vegnir convertida en ina generala. L’annullaziun d’ina cruschada u dal num dal banchier inditgà vala sco betg fatga.b.  EffectsArt. 1124 In schec ch’è vegnì cruschà en moda generala dastga vegnir pajà dal trassà mo ad in banchier u ad in client dal trassà. In schec ch’è vegnì cruschà en moda speziala dastga vegnir pajà dal trassà mo ad in banchier inditgà u, sche quel è sez il trassà, a ses client. Il banchier inditgà po dentant incumbensar in auter banchier d’incassar il schec. In banchier dastga cumprar in schec cruschà mo d’in da ses clients u d’in auter banchier. El na dastga er betg incassar in tal per quint d’autras persunas sco per quellas ch’èn inditgadas qua sura. Sch’i sa chattan pliras cruschadas spezialas sin in schec, dastga il schec mo vegnir pajà dal trassà, sch’i dat mo duas cruschadas e sch’ina da quellas è vegnida fatga per l’incassament tras in post da rendaquint. Il trassà u il banchier che n’observa betg las prescripziuns precedentas stat bun per il donn chaschunà, dentant mo fin a la summa dal schec.2.  Schec da scuntradaa.  En generalArt. 1125 L’emittent sco er mintga possessur d’in schec po scumandar ch’il schec vegnia pajà en daner blut cun remartgar sin la part davant dal schec «mo per la scuntrada» u cun far ina remartga equivalenta. En quest cas dastga il trassà incassar il schec mo sin via da la bunificaziun (scuntrada, assegnaziun, gulivaziun). La bunificaziun vala sco pajament. Sche la remartga «mo per la scuntrada» vegn stritgada, vala quai sco betg fatg. Il trassà che n’observa betg las prescripziuns precedentas stat bun per il donn chaschunà, dentant mo fin a la summa dal schec.b.  Dretgs dal possessur en cas da concurs, da sistida dals pajaments, d’execuziun sfurzadaArt. 1126 Il possessur d’in schec da scuntrada ha il dretg da pretender dal trassà il pajament en daner blut e da prender regress en cas che quel na paja betg, sch’igl è vegnì declerà il concurs cunter la facultad dal trassà u sche quel ha suspendì ses pajaments u sch’ina execuziun sfurzada cunter sia facultad è vegnida fatga senza success. Il medem vala, sch’il possessur na po betg disponer da sia bunificaziun tar il trassà en consequenza da mesiras ch’èn vegnidas prendidas sin fundament da la Lescha federala dals 8 da november 1934 davart las bancas e cassas da spargn.SR 952.0c.  Dretgs dal possessur en cas da refusa da la bunificaziun u da la gulivaziunArt. 1127Il possessur d’in schec da scuntrada ha plinavant il dretg da prender regress, sch’el cumprova ch’il trassà refusia d’acceptar la bunificaziun senza cundiziuns u sch’il schec è vegnì declerà dal post da rendaquint dal lieu da pajament sco betg adattà per gulivar las obligaziuns dal possessur.VI.  Regress pervia da mancanza da pajament1.  Dretgs da regress dal possessurArt. 1128Il possessur po prender regress cunter l’indossant, cunter l’emittent e cunter las autras persunas obligadas al schec, sch’il schec ch’è vegnì preschentà a temp n’è betg vegnì pajà e sche la refusa dal pajament è vegnida constatada:1. cun in document public (protesta); u2. cun ina decleraziun dal trassà en scrit e datada sin il schec cun l’indicaziun dal di da la preschentaziun; u3. cun ina decleraziun datada d’in post da rendaquint, ch’il schec saja vegnì consegnà a temp e ch’el na saja betg vegnì pajà.2.  Far protesta, terminsArt. 1129 La protesta u la constataziun equivalenta sto vegnir fatga avant la scadenza dal termin da preschentaziun. Sch’il schec vegn preschentà l’ultim di dal termin, po la protesta u la constataziun equivalenta er anc vegnir fatga il proxim lavurdi.3.  Cuntegn da la pretensiun da regressArt. 1130Il possessur po pretender sin via dal regress:1. la summa dal schec anc betg pajà;2. ils tschains da 6 pertschient dapi il di da la preschentaziun;3. ils custs da la protesta u da la constataziun equivalenta e da las infurmaziuns sco er las autras expensas;4. ina provisiun da maximalmain 1/3 pertschient.4.  Resalva da la forza superiuraArt. 1131 Sche la preschentaziun dal schec u sch’il far protesta a temp u sch’il far ina constataziun equivalenta vegn impedì d’in obstachel betg surmuntabel (prescripziun legala d’in stadi u in auter cas da forza superiura), vegnan prolungads ils termins ch’èn fixads per quests acts. Il possessur è obligà d’infurmar immediatamain ses indossant precedent direct davart il cas da forza superiura e da menziunar sin il schec u sin in’agiunta il di ed il lieu da l’infurmaziun sco er da munir quella cun sia suttascripziun; dal rest vegnan applitgadas las prescripziuns da l’artitgel 1042. Sche la forza superiura croda davent, sto il possessur preschentar il schec immediatamain per il pajament ed eventualmain laschar far protesta u laschar far ina constataziun equivalenta. Sche la forza superiura dura pli ditg che 15 dis dapi il di ch’il possessur ha infurmà – avant la scadenza dal termin da preschentaziun – ses indossant precedent davart il cas da la forza superiura, poi vegnir prendì regress senza ch’i saja necessari da far la preschentaziun u da far ina protesta u da far ina constataziun equivalenta. Fatgs dal tuttafatg persunals che pertutgan il possessur u quel ch’è incumbensà da preschentar il schec u da far protesta u da far ina constataziun equivalenta, na valan betg sco cas da forza superiura.VII.  Il schec falsifitgàArt. 1132Il donn che resulta tras il pajament d’in schec fauss u falsifitgà tutga il trassà, nun ch’ins possia rinfatschar a l’emittent ch’è numnà en il titel d’esser la culpa, en spezial cun tegnair en salv ils formulars da schec en moda negligenta.VIII.  Emissiun da plirs exemplarsArt. 1133Schecs che n’èn betg emess sin il possessur e ch’èn pajabels en in auter pajais ch’en quel da l’emissiun u ch’èn pajabels en in territori da surmar dal pajais da l’emissiun, e viceversa, u ch’èn vegnids emess e ch’èn pajabels en il territori da surmar d’in pajais u ch’èn vegnids emess en il territori da surmar d’in pajais e ch’èn pajabels en in’auter territori da surmar dal medem pajais, pon vegnir emess en plirs exemplars sumegliants. Quests exemplars ston esser numerads en il text dal document cun numers successivs; cas cuntrari vala mintga exemplar sco schec individual.IX.  SurannaziunArt. 1134 Ils dretgs da regress dal possessur cunter ils indossants, cunter l’emittent e cunter las autras persunas ch’èn obligadas al schec suranneschan entaifer 6 mais a partir dal mument da la scadenza dal termin da preschentaziun. Ils dretgs da regress d’ina persuna ch’è obligada cunter in’autra persuna ch’è obligada al schec suranneschan entaifer 6 mais a partir dal di, il qual la persuna ch’è obligada ha pajà il schec u dal di, il qual il plant da regress è vegnì inoltrà cunter ella.X.  Prescripziuns generalas1.  Noziun dal «banchier»Art. 1135Cun la noziun «banchier» en quest chapitel èn manegiadas las firmas che suttastattan a la Lescha dals 8 da november 1934 davart las bancas.SR 952.02.  Disposiziuns concernent ils terminsa.  FiradsArt. 1136 La preschentaziun e la protesta d’in schec pon mo vegnir fatgas in lavurdi. Sche l’ultim di d’in termin, entaifer il qual in dals acts en connex cun il schec sto vegnir exequì – en spezial la preschentaziun, la protesta u ina constataziun equivalenta –, croda sin ina dumengia u sin in auter firà uffizial, vegn il termin prolungà fin al proxim lavurdi.Firads che han lieu en il decurs d’in termin vegnan dumbrads tar la calculaziun dal termin.Concernent ils termins legals dal dretg federal e concernent ils termins che vegnan fixads da las autoritads confurm al dretg federal ha la sonda oz il medem status sco in firà renconuschì (art. 1 da la LF dals 21 da zer. 1963 davart il curs dals termins las sondas; SR 173.110.3).b.  Calculaziun dals terminsArt. 1137Tar la calculaziun dals termins ch’èn previs da questa lescha na vegn betg dumbrà il di, il qual il termin cumenza a currer.XI.  Champ d’applicaziun da las leschas1.  Obligaziun da pajar passivaArt. 1138 Il dretg dal pajais, en il qual il schec è pajabel, determinescha las persunas, sin las qualas in schec po vegnir tratg. Sch’in schec è – tenor quest dretg – nunvalaivel areguard la persuna dal trassà, èn tuttina valaivlas las obligaziuns che derivan da suttascripziuns, ch’èn vegnidas messas sin il schec en pajais che na prevesan betg il dretg da nunvalaivladad per in tal motiv.2.  Furma e termins per decleraziuns da schecArt. 1139 La furma d’ina decleraziun da schec sa drizza tenor il dretg dal pajais, en il territori dal qual la decleraziun è vegnida suttascritta. I basta dentant d’observar la furma che vegn prescritta dal dretg dal lieu da pajament. Sch’ina decleraziun da schec ch’è nunvalaivla tenor las prescripziuns da l’alinea precedent, correspunda al dretg dal pajais, en il territori dal qual ina decleraziun da schec posteriura è vegnida suttascritta, na vegn la valaivladad da la decleraziun posteriura betg messa en dumonda pervia da mancanzas formalas da l’emprima decleraziun da schec. Medemamain è ina decleraziun da schec ch’in Svizzer ha fatg a l’exteriur valaivla en Svizra vers in auter Svizzer, sch’ella satisfa a las pretensiuns formalas dal dretg svizzer.3.  Effect da la decleraziun da scheca.  Dretg dal lieu d’emissiunArt. 1140Ils effects da las decleraziuns da schec sa drizzan tenor il dretg dal pajais, en il territori dal qual la decleraziun è vegnida suttascritta.b.  Dretg dal lieu da pajamentArt. 1141Il dretg dal pajais, en il territori dal qual il schec è pajabel, determinescha:1. sch’il schec sto vegnir pajà a vista u sch’el po vegnir tratg a vista per in tschert temp e tge effects che quai ha, sch’igl è inditgà sin il schec in di d’emissiun pli tard ch’il di d’emissiun effectiv;2. il termin da preschentaziun;3. sch’in schec po vegnir acceptà, certifitgà, confermà u munì cun in visum e tge effects che quellas remartgas han;4. sch’il possessur po pretender in pajament parzial e sch’el sto acceptar in tal pajament;5. sch’in schec po vegnir cruschà u munì cun la remartga «mo per la scuntrada» u cun ina remartga equivalenta e tge effects che la cruschada u la remartga da scuntrada u la remartga equivalenta ha;6. sch’il possessur ha dretgs spezials concernent la garanzia dal schec ed il cuntegn da quests dretgs;7. sche l’emittent po revocar il schec u sch’el po far opposiziun cunter il pajament dal schec;8. las mesiras che ston vegnir prendidas en cas da la perdita u d’enguladitsch dal schec;9. sch’igl è necessari da far ina protesta u ina constataziun equivalenta per mantegnair il dretg da regress cunter ils indossants, cunter ils emittents e cunter las autras persunas ch’èn obligadas al schec.c.  Dretg dal domicilArt. 1142Il plant pervia d’enritgiment nungiustifitgà cunter il trassà u cunter il domiciliatari sa drizza tenor il dretg dal pajais, en il territori dal qual questas persunas han lur domicil.XII.  Applitgabladad dal dretg da cambialaArt. 1143 Las disposiziuns suandantas dal dretg da cambiala vegnan applitgadas per il schec:1. artitgel 990 davart l’abilitad da s’obligar cun ina cambiala;2. artitgel 993 davart la cambiala a l’ordra da l’emittent sez, sin l’emittent e per quint d’ina terza persuna;3. artitgels 996–1000 davart differentas indicaziuns per la summa da la cambiala, davart las suttascripziuns da persunas incapablas da s’obligar, davart la suttascripziun senza autorisaziun, davart la responsabladad da l’emittent e davart la cambiala en blanco;4. artitgels 1003–1005 davart l’indossament;5. artitgel 1007 davart objecziuns d’ina cambiala;6. artitgel 1008 davart ils dretgs che resultan tras l’indossament per procura;7. artitgels 1021 e 1022 davart la furma e davart ils effects da la garanzia da la cambiala;8. artitgel 1029 davart il dretg da survegnir ina quittanza e davart il dretg da far pajaments parzials;9. artitgels 1035–1037 e 1039–1041 davart la protesta;10. artitgel 1042 davart l’infurmaziun;11. artitgel 1043 davart la dispensa da la protesta;12. artitgel 1044 davart la responsabladad solidarica dals obligads a la cambiala;13. artitgels 1046 e 1047 davart la pretensiun da regress en cas dal pajament da la cambiala e davart il dretg da consegnar la cambiala, la protesta e la quittanza;14. artitgel 1052 davart il plant pervia d’enritgiment nungiustifitgà;15. artitgel 1053 davart il transferiment da la garanzia;16. artitgel 1064 davart la relaziun tranter plirs duplicats;17. artitgel 1068 davart midadas;18. artitgels 1070 e 1071 davart l’interrupziun da la surannaziun;19. artitgels 1072–1078 e 1079 alinea 1 davart l’annullaziun;20. artitgels 1083–1085 davart l’exclusiun da dis da respect, davart il lieu, nua che acts che concernan la cambiala vegnan exequids e davart la suttascripziun cun agen maun;21. artitgels 1086, 1088 e 1089 davart il champ d’applicaziun da las leschas areguard l’abilitad da s’obligar cun ina cambiala, areguard ils acts per exequir e per mantegnair ils dretgs concernent la cambiala ed areguard l’execuziun dals dretgs da regress. Las disposiziuns dals artitgels che concernan l’acceptaziun da la cambiala na vegnan betg applitgadas per il schec. Ils artitgels 1042 alinea 1, 1043 alineas 1 e 3 e 1047 vegnan cumplettads per l’applicaziun per il schec en il senn ch’i po vegnir fatg ina constataziun equivalenta empè da far ina protesta, e quai tenor l’artitgel 1128 cifras 2 e 3.XIII.  Resalva dal dretg spezialArt. 1144Resalvadas restan las disposiziuns spezialas davart il schec postal.Sisavel chapitel:  Titels che sumeglian cambialas ed auters titels a l’ordraA.  En generalI.  PremissasArt. 1145Ina vaglia vala sco titel a l’ordra, sch’ella è emessa cun la clausula a l’ordra u sch’ella è declerada sco tala tras lescha.II.  Objecziuns dal debiturArt. 1146 Il debitur d’in titel a l’ordra na po betg opponer insatge auter che las objecziuns che sa drizzan cunter la valaivladad dal document u che resultan dal document sez sco er las objecziuns ch’el po far persunalmain cunter ses creditur actual. Objecziuns che sa basan sin las relaziuns directas dal debitur cun l’emittent u cun in anteriur possessur èn admissiblas, sch’il possessur ha agì sapientivamain a disfavur dal debitur a chaschun da l’acquist dal titel a l’ordra.B.  Titels che sumeglian cambialasI.  Assegnaziuns a l’ordra1.  En generalArt. 1147Assegnaziuns che n’èn betg designadas en il titel sco cambialas, ma ch’èn emessas expressivamain a l’ordra e che correspundan dal rest a las pretensiuns da la cambiala tratga, èn equivalentas a la cambiala tratga.2.  Nagina preschentaziun obligatoricaArt. 1148 L’assegnaziun a l’ordra na sto betg vegnir preschentada per l’acceptaziun. Sch’ella vegn tuttina preschentada, ma sche l’acceptaziun vegn refusada, n’ha il possessur betg il dretg da prender regress pervia da la mancanza d’acceptaziun.3.  Effects da l’acceptaziunArt. 1149 Quel che accepta voluntarmain l’assegnaziun a l’ordra, è obligà sco sch’el avess acceptà ina cambiala tratga. Il possessur na po dentant betg prender regress avant la scadenza, sch’igl è vegnì declerà il concurs cunter l’assegnà u sche quel ha suspendì ses pajament u sch’ina execuziun sfurzada cunter sia facultad è vegnida fatga senza success. Medemamain na po il possessur er betg prender regress avant la scadenza, sch’igl è vegnì declerà il concurs cunter l’assegnader.4.  Nagina scussiun da cambialasArt. 1150Las disposiziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs che concernan la scussiun da cambialas na vegnan betg applitgadas per l’assegnaziun a l’ordra.SR 281.1II.  Empermischun da pajar a l’ordraArt. 1151 Empermischuns da pajar che n’èn betg designadas en il titel sco cambialas, ma ch’èn emessas expressivamain a l’ordra e che correspundan dal rest a las pretensiuns da l’atgna cambiala, èn equivalentas a l’atgna cambiala. Per l’empermischun da pajar a l’ordra na valan las disposiziuns davart il pajament per intervenziun dentant betg. Las disposiziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs che concernan la scussiun da cambialas na vegnan betg applitgadas per l’empermischun da pajar a l’ordra.SR 281.1C.  Auters titels indossabelsArt. 1152 Documents, en ils quals il sutsegnader s’oblighescha da pajar en in lieu determinà e d’in temp determinà ina summa determinada u da furnir quantitads determinadas d’ina chaussa remplazzabla pon vegnir transferids tras indossament, sch’els èn empermess expressivamain a l’ordra. Per quests documents sco er per auters titels indossabels sco certificats da deposit, warrants e quittanzas per rauba survegnida valan las prescripziuns dal dretg da cambiala davart la furma da l’indossament, davart la legitimaziun dal possessur, davart l’annullaziun sco er davart l’obligaziun dal possessur d’als restituir. Las disposiziuns davart il regress da la cambiala n’èn percunter betg applitgablas per quests titels.Settavel chapitel:  Ils titels da martganziaA.  PremissasI.  En general Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).Art. 1153Ils titels da martganzia che vegnan emess d’in possessur d’in magasin u d’in transportader da rauba sco vaglias ston cuntegnair:1. il lieu ed il di da l’emissiun e la suttascripziun da l’emittent;2. il num ed il lieu da domicil da l’emittent;3. il num ed il lieu da domicil dal depositari e dal speditur;4. la designaziun da la rauba magasinada u spedida, cun l’indicaziun da sia qualitad, da sia quantitad e da segns che permettan da l’identifitgar;5. las taxas ed ils salaris che ston vegnir pajads u ch’èn vegnids pajads ordavant;6. las cunvegnas spezialas ch’èn vegnidas fatgas dals participads pertutgant il tractament da la rauba;7. il dumber dals exemplars dal titel da martganzia;8. il num da quel che ha il dretg da disponer da la rauba u la remartga ch’il titel da martganzia saja emess a l’ordra u al possessur.II.  Titels equivalents en registers da dretgs da valurArt. 1153a Las partidas pon prevair titels da martganzia en furma da dretgs da valur inscrits. Ils artitgels 1154 e 1155 èn applitgabels tenor il senn. La suttascripziun da l’emittent n’è betg necessaria, sch’il titel al po vegnir attribuì cleramain en autra moda. L’ulteriur cuntegn dal titel, inclusiv sias grevezzas, sto figurar en il register da dretgs da valur sez u en las datas accumpagnantas agiuntadas. Integrà tras la cifra I 1 da la LF dals 25 da sett. 2020 davart l’adattaziun dal dretg federal als svilups da la tecnologia dals registers electronics distribuids, en vigur dapi il 1. da favr. 2021 (AS 2021 33; BBl 2020 233).B.  Il certificat da pegnArt. 1154 Sch’in da plirs titels da martganzia vegn determinà sco pegn, sto el esser designà sco tal (warrant) e sto dal rest correspunder a la furma d’in titel da martganzia. L’emissiun sco warrant sto esser menziunada sin ils auters titels, medemamain er mintga impegnaziun cun l’indicaziun da la summa che sto vegnir pajada e cun il di da scadenza.C.  Impurtanza da las prescripziuns formalasArt. 1155 Certificats che vegnan emess per rauba magasinada u per rauba furnida senza ch’els correspundian a las prescripziuns formalas per titels da martganzia, na vegnan betg renconuschids sco vaglias, mabain valan mo sco quittanzas u sco auters documents da cumprova. Certificats che vegnan emess da possessurs d’in magasin senza che l’autoritad cumpetenta haja dà la permissiun, che vegn pretendida da la lescha, ston vegnir renconuschids sco vaglias, sch’els correspundan a las prescripziuns formalas legalas. Lur emittents vegnan chastiads da l’autoritad chantunala cumpetenta cun ina multa disciplinara da fin a 1000 francs.Trentaquatteravel titel:  Las obligaziuns d’emprestEmprim chapitel:  ...Art. 1156 Abolì tras la cifra 1 da l’agiunta da la LF dals 15 da zer. 2018 davart ils servetschs finanziars, cun effect dapi il 1. da schan. 2020 (AS 2019 4417; BBl 2015 8901).Segund chapitel: La cuminanza dals crediturs en cas d’obligaziuns d’emprestVersiun tenor la cifra I da la LF dal 1. d’avr. 1949, en vigur dapi il 1. da schan. 1950 (AS 1949 I 791 801; BBl 1947 III 869). Guardar disp. fin. da quest chapitel (segund chapitel dal titel XXXIV) a la fin dal DO.A.  PremissasArt. 1157 Sche las obligaziuns d’emprest èn vegnidas emessas d’in debitur che ha ses domicil u ina filiala en Svizra, e sche quai è vegnì fatg sut cundiziuns d’emprest unitaras directamain u indirectamain tras ina suttascripziun publica, furman ils crediturs tras lescha ina cuminanza da crediturs. Sche plirs emprests èn vegnids emess, furman ils crediturs da mintga emprest ina cuminanza da crediturs speziala. Las prescripziuns da quest chapitel n’èn betg applitgablas per emprests da la Confederaziun, dals chantuns, da las vischnancas sco er d’autras corporaziuns ed instituziuns dal dretg public.B.  Represchentant da la cuminanzaI.  NominaziunArt. 1158 Represchentants ch’èn designads en las cundiziuns d’emprest represchentan, en mancanza da disposiziuns cuntrarias, tant la cuminanza da crediturs sco er il debitur. La radunanza dals crediturs po eleger in u plirs represchentants da lur cuminanza. Plirs represchentants exequeschan cuminaivlamain la represchentanza, nun ch’igl existia ina disposiziun cuntraria.II.  Cumpetenzas1.  En generalArt. 1159 Il represchentant ha las cumpetenzas che al vegnan surdadas da la lescha, da las cundiziuns d’emprest u da la radunanza dals crediturs. Sche las premissas èn avant maun, pretenda el dal debitur da convocar ina radunanza dals crediturs, exequescha ils conclus da quella e represchenta la cuminanza en il rom da las cumpetenzas ch’el ha survegnì. Uschenavant ch’il represchentant è autorisà da far valair ils dretgs dals crediturs, na pon ils singuls crediturs betg exequir individualmain lur dretgs.2.  Controlla dal debiturArt. 1160 Uschè ditg ch’il debitur è en retard cun l’adempliment da sias obligaziuns che derivan da l’emprest, ha il represchentant da la cuminanza dals crediturs il dretg da pretender dal debitur tut las infurmaziuns ch’èn d’interess per la cuminanza. Sch’ina societad anonima, ina societad commanditara, ina societad cun responsabladad limitada u ina associaziun è la debitura, po il represchentant sa participar cun vusch consultativa sut las medemas cundiziuns a las tractativas da lur organs, uschenavant ch’i vegnan tractadas fatschentas ch’èn d’interess per ils crediturs da las obligaziuns d’emprest. Il represchentant sto vegnir envidà a talas tractativas, ed el ha il dretg da survegnir a temp infurmaziuns davart la basa ch’è decisiva per las tractativas.3.  En cas d’emprests ch’èn garantids tras pegnsArt. 1161 Sch’igl è vegnì numnà in represchentant dal debitur e dals crediturs en cas d’emprests ch’èn garantids tras pegns ipotecars u tras pegns movibels, ha quel las medemas cumpetenzas sco il possessur dal pegn tenor il dretg da pegn funsil. Il represchentant ha da mantegnair e da defender cun tut quità e cun tut l’imparzialitad ils dretgs dals crediturs, dal debitur e dal proprietari da la chaussa en pegn.III.  Extincziun dal plainpudairArt. 1162 La radunanza dals crediturs po revocar u midar da tut temp il plainpudair ch’ella ha dà ad in represchentant. Il plainpudair d’in represchentant che vegn designà en las cundiziuns d’emprest po vegnir revocà u midà da tut temp tras in conclus da la cuminanza da crediturs e cun il consentiment dal debitur. Sin dumonda d’in creditur d’in emprest u dal debitur e per motivs impurtants po la dretgira declerar il plainpudair sco extinguì. Sch’il plainpudair extingua per in motiv u l’auter, prenda la dretgira – sin dumonda d’in creditur d’in emprest u dal debitur – las mesiras ch’èn necessarias per proteger ils interess dals crediturs e dal debitur.IV.  CustsArt. 1163 Ils custs d’ina represchentanza ch’è previsa en las cundiziuns d’emprest sto surpigliar il debitur d’emprest. Ils custs d’ina represchentanza ch’è tschernida da la cuminanza da crediturs vegnan cuvrids da las prestaziuns dal debitur d’emprest e deducids a tut ils crediturs d’emprests a norma da la valur nominala da las obligaziuns ch’els possedan.C.  Radunanza dals creditursI.  En generalArt. 1164 La cuminanza da crediturs ha il dretg da prender – entaifer ils limits da la lescha – las mesiras ch’èn adattadas per defender ils interess cuminaivels dals crediturs d’emprest, en spezial en cas d’ina situaziun d’urgenza dal debitur. Ils conclus da la cuminanza da crediturs vegnan prendids da la radunanza dals crediturs ed èn valaivels, sch’els adempleschan las cundiziuns che la lescha prevesa en general u per singulas mesiras. Uschenavant ch’i s’opponan conclus giuridicamain valaivels da la radunanza dals crediturs, na pon ils singuls crediturs d’emprests betg pli far valair lur dretgs individualmain. Ils custs per convocar e per far ina radunanza dals crediturs paja il debitur.II.  Convocaziun1.  En generalArt. 1165 La radunanza dals crediturs vegn convocada dal debitur. Il debitur è obligà da la convocar entaifer 20 dis, sche crediturs d’emprests che possedan ensemen in ventgavel dal chapital, ch’è en circulaziun, u sch’il represchentant dals crediturs pretendan en scrit la convocaziun, inditgond l’intent ed ils motivs. Sch’il debitur na dat betg suatientscha a questa dumonda, po il derschader autorisar ils petents da convocar sezs ina radunanza dals crediturs. Obligantamain cumpetent è il derschader dal domicil actual dal debitur u da ses ultim domicil en Svizra. Sch’il debitur ha u aveva mo in domicil en Svizra, è il derschader da quel lieu obligantamain cumpetent.Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221). Versiun tenor la cifra II 5 da l’agiunta 1 da la Procedura civila dals 19 da dec. 2008, en vigur dapi il 1. da schan. 2011 (AS 2010 1739; BBl 2006 7221).2.  ProrogaziunArt. 1166 Las pretensiuns dals crediturs d’emprests che ston vegnir pajadas vegnan suttamessas ad ina prorogaziun a partir dal mument che l’invit a la radunanza dals crediturs è vegnì publitgà correctamain fin al mument che la procedura davant l’autoritad da relasch è terminada cun vigur legala. Questa prorogaziun na vala betg sco sistida dals pajaments en il senn da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs; ina decleraziun dal concurs na po betg vegnir pretendida senza ch’i saja vegnida fatga precedentamain ina scussiun. Durant la durada da la prorogaziun è interrut il curs dals termins da surannaziun e da scadenza che pon vegnir interruts da la scussiun, per las pretensiuns dals crediturs d’emprests che ston vegnir pajadas. Sch’il debitur fa in diever abusiv dal dretg da prorogaziun, po l’autoritad chantunala superiura da relasch revocar la prorogaziun sin dumonda d’in creditur d’in emprest.SR 281.1III.  Reuniun1.  Dretg da votarArt. 1167 Il dretg da votar ha il proprietari d’ina obligaziun u ses represchentant, en cas d’obligaziuns en giudida dentant il giudider u ses represchentant. Il giudider ha l’obligaziun da cumpensaziun vers il proprietari, sch’el – exequind ses dretg da votar – na tegna betg quint en moda giustifitgada dals interess dal proprietari. Obligaziuns che sa chattan en proprietad u en giudida dal debitur na dattan betg il dretg da votar. Sche obligaziuns che appartegnan al debitur èn percunter impegnadas, ha il creditur da pegn il dretg da votar. In proprietari d’obligaziuns ch’èn engrevgiadas cun in dretg da pegn u da retenziun a favur dal debitur na perda betg il dretg da votar.2.  Represchentanza da singuls crediturs d’emprestsArt. 1168 Per represchentar crediturs d’emprests dovri in plainpudair en scrit, nun che la represchentanza sa basia sin la lescha. Al debitur n’èsi betg permess da represchentar ils crediturs d’emprests che han il dretg da votar.IV.  Prescripziuns da proceduraArt. 1169Il Cussegl federal decretescha las prescripziuns davart la convocaziun da la radunanza dals crediturs, davart la communicaziun da l’urden dal di, davart la legitimaziun da sa participar a la radunanza dals crediturs, davart il presidi da la radunanza, davart la furma da la documentaziun e davart la communicaziun dals conclus da la radunanza.D.  Conclus da la cuminanzaI.  Intervenziuns en ils dretgs dals crediturs1.  Admissibladad e maioritad necessariaa.  En cas d’ina suletta cuminanzaArt. 1170 Ina maioritad d’almain dus terzs dal chapital ch’è en circulaziun è necessaria per concluder valaivlamain, sch’i sa tracta da las suandantas mesiras:1. prorogaziun dals tschains per la durada da maximalmain 5 onns, cun la pussaivladad da prolungar la prorogaziun duas giadas per mintgamai maximalmain 5 onns;2. renunzia a maximalmain tschintg tschains annuals entaifer ina perioda da 7 onns;3. reducziun dal tschains fin a la mesadad da la tariffa ch’è fixada en las cundiziuns d’emprest u midada d’in tschains fix en in tschains che dependa dal resultat da la fatschenta, tuts dus per maximalmain 10 onns, cun la pussaivladad da la prolungar per maximalmain 5 onns;4. prolungaziun dal termin d’amortisaziun per maximalmain 10 onns reducind l’annuitad u augmentond il dumber da las quotas da rembursament u suspendend temporarmain las prestaziuns, cun la pussaivladad da la prolungar per maximalmain 5 onns;5. prorogaziun per maximalmain 10 onns d’in emprest che sto vegnir pajà ussa u che sto vegnir pajà entaifer 5 onns u d’imports parzials d’in tal emprest, cun la pussaivladad da la prolungar per maximalmain 5 onns;6. autorisaziun da rembursar il chapital avant il termin fixà;7. concessiun d’in dretg da pegn prioritar en favur dal chapital ch’è vegnì furnì da nov a l’interpresa sco er midada da las garanzias ch’existan per in emprest u renunzia cumpletta u parziala a talas;8. approvaziun d’ina midada da las disposiziuns che limiteschan l’emissiun d’obligaziuns en relaziun cun il chapital d’aczias;9. approvaziun d’ina transfurmaziun cumpletta u parziala d’obligaziuns d’emprest en aczias. Questas mesiras pon vegnir colliadas ina cun l’autra.b.  En cas da pliras cuminanzasArt. 1171 En cas ch’igl existan pliras cuminanzas da crediturs po il debitur proponer a quellas a medem temp ina u pliras da las mesiras previsas en l’artitgel qua survart, en l’emprim cas cun la resalva che la mesira duai esser valaivla mo, sch’ella vegn acceptada da tut las cuminanzas, en il segund cas cun l’ulteriura resalva che la valaivladad da mintga mesira dependia da l’acceptaziun da las autras. Las propostas valan sco acceptadas, sch’ellas han survegnì il consentiment da la represchentanza d’almain dus terzs dal chapital ch’è en circulaziun da tut questas cuminanzas da crediturs, sch’ellas èn vegnidas acceptadas a medem temp da la maioritad da las cuminanzas ed en mintgina da quellas almain da la maioritad simpla dal chapital represchentà.c.  Constataziun da la maioritadArt. 1172 Obligaziuns d’emprest che na dattan betg il dretg da votar na vegnan betg resguardadas per constatar il chapital ch’è en circulaziun. Sch’ina proposta na survegn – en la radunanza dals crediturs – betg il dumber da vuschs ch’è necessari, po il debitur cumplettar las vuschs mancantas cun rimnar decleraziuns en scrit e legalisadas entaifer 2 mais dapi il di da la radunanza, preschentar quellas al president da la radunanza e cuntanscher uschia ina decisiun valaivla.2.  Restricziunsa.  En generalArt. 1173 Nagins dals crediturs d’emprests na pon vegnir obligads cun in conclus da la cuminanza da tolerar autras intervenziuns en ils dretgs dals crediturs che quellas previsas en l’artitgel 1170 u da furnir prestaziuns che n’èn betg vegnidas previsas ni en las cundiziuns d’emprest ni en la cunvegna cun els a chaschun da l’emissiun da l’obligaziun. La radunanza dals crediturs n’ha betg la cumpetenza d’extender ils dretgs dals crediturs senza il consentiment dal debitur.b.  Tractament egualArt. 1174 Ils crediturs che appartegnan ad ina cuminanza da crediturs ston vegnir pertutgads egualmain da las decisiuns obligantas, nun che mintga creditur, che vegn tractà en moda main favuraivla, dettia expressivamain ses consentiment. La successiun dals crediturs da pegn na dastga betg vegnir midada senza lur consentiment. Resalvà resta l’artitgel 1170 cifra 7. Empermischuns u attribuziuns a favur da singuls crediturs da la cuminanza ed a disfavur dals auters èn nunvalaivlas.c.  Status e bilantschaArt. 1175Ina proposta da prender las mesiras ch’èn numnadas en l’artitgel 1170 dastga vegnir fatga dal debitur e dastga vegnir prendida en consideraziun da la radunanza dals crediturs mo sin basa d’in status ch’è vegnì fatg per il di da la radunanza dals crediturs u sin basa d’ina bilantscha ch’è vegnida fatga confurm a l’urden e ch’è datada enavos per betg pli ditg che 6 mais e ch’è eventualmain vegnida confermada sco correcta dal post da revisiun. Versiun tenor la cifra I 3 da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).3.  Approvaziuna.  En generalArt. 1176 Ils conclus che cuntegnan ina intervenziun en ils dretgs dals crediturs han mo in effect ed èn mo liants per ils crediturs d’emprests che na dattan betg lur consentiment, sch’els èn vegnids approvads da l’autoritad chantunala superiura da relasch. Il debitur ha da suttametter quests conclus a questa autoritad per l’approvaziun, e quai entaifer 1 mais dapi ch’els èn vegnids prendids. Il di da la tractativa vegn publitgà cun la communicaziun als crediturs d’emprests ch’els possian far lur objecziuns en scrit u er a bucca a chaschun da la tractativa. Ils custs da la procedura d’approvaziun vegnan surpigliads dal debitur.b.  PremissasArt. 1177L’approvaziun dastga vegnir refusada mo:1. sche las prescripziuns davart la convocaziun da la radunanza dals crediturs e davart las cundiziuns per cuntanscher ils conclus da quella èn vegnidas violadas;2. sch’i sa mussa ch’il conclus, ch’è vegnì prendì per evitar ina situaziun d’urgenza dal debitur, n’è betg stà necessari;3. sch’ils interess cuminaivels dals crediturs d’emprests n’èn betg mantegnids e defendids en moda suffizienta;4. sch’il conclus è vegnì prendì en moda incorrecta u en moda betg permessa.c.  RecursArt. 1178 Sche l’approvaziun vegn dada, po mintga creditur d’in emprest che n’ha betg dà il consentiment al conclus, recurrer cunter quella entaifer 30 dis tar il Tribunal federal pervia da violaziun da leschas u perquai ch’ella na correspunda betg a las circumstanzas; applitgada vegn la procedura previsa per chaussas da scussiun e da concurs. Medemamain pon il creditur d’in emprest che ha dà ses consentiment ed il debitur recurrer cunter il conclus, cun il qual i vegn refusada l’approvaziun.d.  RevocaziunArt. 1179 Sch’i sa mussa posteriuramain ch’il conclus da la radunanza dals crediturs è vegnì prendì en moda incorrecta u en moda betg permessa, po l’autoritad chantunala superiura da relasch – sin dumonda d’in creditur d’in emprest – revocar l’approvaziun dal tuttafatg u per part. La dumonda sto vegnir fatga entaifer 6 mais dapi ch’il creditur d’in emprest ha enconuschientscha da l’irregularitad dal conclus. Il debitur e mintga creditur d’in emprest pon far recurs cunter la revocaziun entaifer 30 dis tar il Tribunal federal pervia da violaziun da leschas e perquai ch’ella na correspunda betg a las circumstanzas che vegnan applitgadas en la procedura previsa per chaussas da scussiun e da concurs. Medemamain po mintga creditur d’in emprest che ha pretendì la revocaziun far recurs cunter la refusa da l’approvaziun.II.  Auters conclus1.  Plainpudair dal represchentant da la cuminanzaArt. 1180 Per revocar u per midar il plainpudair ch’è vegnì dà ad in represchentant dals crediturs d’emprests dovri il consentiment dals crediturs che represchentan dapli che la mesadad dal chapital ch’è en circulaziun. La medema maioritad dovra in conclus, cun il qual in represchentant dals crediturs survegn il plainpudair per mantegnair e per defender en moda unitara ils dretgs dals crediturs en cas da concurs dal debitur.2.  Auters casArt. 1181 Per conclus che na pertutgan betg ils dretgs dals crediturs u che n’imponan a quels betg prestaziuns basta la maioritad absoluta da las vuschs represchentadas, nun che la lescha disponia autramain u nun che las cundiziuns d’emprest cuntegnian disposiziuns pli rigurusas. Questa maioritad vegn calculada en mintga cas tenor la valur nominala dal chapital cun dretg da votar ch’è represchentà a la radunanza.3.  ContestaziunArt. 1182Conclus en il senn dals artitgels 1180 e 1181 che violeschan la lescha u las cunvegnas contractualas, pon vegnir contestads davant dretgira tras mintga creditur d’in emprest da la cuminanza che n’ha betg dà ses consentiment, e quai entaifer 30 dis dapi ch’el ha enconuschientscha da quests conclus.E.  Cas spezialsI.  Concurs dal debiturArt. 1183 Sch’in creditur d’in emprest fa concurs, convochescha l’administraziun da concurs immediatamain ina radunanza dals crediturs d’emprests; quella dat al represchentant gia numnà u che sto anc vegnir numnà da la radunanza il plainpudair da mantegnair e da defender en moda unitara ils dretgs dals crediturs d’emprests en la procedura da concurs. Sche la radunanza n’è betg en cas da numnar in mandatari, represchenta mintga creditur individualmain ses dretgs.II.  ConcordatArt. 1184 En la procedura da relasch – cun resalva da las prescripziuns davart ils emprests ch’èn garantids tras pegns – na prendan ils crediturs d’emprests betg in conclus spezial pertutgant il concordat, e per lur consentiment valan exclusivamain las prescripziuns da la Lescha federala dals 11 d’avrigl 1889 davart scussiun e concurs. Per ils crediturs d’emprests ch’èn garantids tras pegns – uschenavant che lur dretgs da creditur duain esser suttamess a restricziuns pli rigurusas che quai che muntan ils effects da la procedura da relasch – vegnan applitgadas las disposiziuns davart la cuminanza da crediturs.SR 281.1III.  Emprests d’interpresas da viafier u da navigaziunArt. 1185 Per ils crediturs d’emprests d’ina interpresa da viafier u da navigaziun èn applitgablas las disposiziuns da quest chapitel, cun resalva da las suandantas prescripziuns spezialas. La dumonda per convocar ina radunanza dals crediturs sto vegnir fatga al Tribunal federal. Il Tribunal federal è cumpetent per convocar la radunanza dals crediturs sco er per documentar, per approvar e per exequir ils conclus da quella. Suenter che la dumonda per convocar ina radunanza dals crediturs è arrivada, po il Tribunal federal ordinar ina prorogaziun cun ils effects ch’èn previs en l’artitgel 1166.F.  Cunvegnas divergentasArt. 1186 Ils dretgs che la lescha attribuescha a la cuminanza dals crediturs ed a ses represchentant pon mo vegnir exclus, midads u limitads tras las cundiziuns d’emprest u tras cunvegnas spezialas tranter ils crediturs ed il debitur, sch’ina maioritad dals crediturs po vinavant adattar las cundiziuns d’emprest. Sche obligaziuns d’emprest vegnan emessas dal tuttafatg u per part ordaifer la Svizra, pon las disposiziuns d’in auter urden giuridic che stat en connex cun l’emissiun publica e che regla la cuminanza dals crediturs, lur represchentanza, la radunanza ed ils conclus, vegnir decleradas per applitgablas empè da las disposiziuns da quest chapitel. Versiun tenor la cifra 2 da l’agiunta da la LF dals 17 da dec. 2021 (insolvenza e garanzia dals deposits), en vigur dapi il 1. da schan. 2023 (AS 2022 732; BBl 2020 6359).Disposiziuns transitoricas da la Lescha federala dals 30 da mars 1911I. Il titel final dal Cudesch civil svizzer vegn midà sco suonda:...II. Questa lescha entra en vigur il 1. da schaner 1912.Il Cussegl federal è incumbensà da publitgar questa lescha sin basa da las disposiziuns da la Lescha federala dals 17 da zercladur 1874 concernent la votaziun dal pievel davart leschas federalas e davart conclus federals.SR 210Las modificaziuns pon vegnir consultadas en la AS 27 317.[BS 1 173; AS 1962 789 art. 11 al. 3, 1978 712 art. 89 lit. b]Disposiziuns finalas da la midada dals 23 da mars 1962Integrà tras la cifra II da la LF dals 23 da mars 1962, en vigur dapi il 1. da schan. 1963 (AS 1962 1047; BBl 1960 I 523).A.  Privilegi da concursArt. 1...Las modificaziuns pon vegnir consultadas en la AS 1962 1047.B.  Concurrenza illoialaArt. 2...Las modificaziuns pon vegnir consultadas en la AS 1962 1047.C.  Dretg transitoricArt. 3 Ils artitgels 226f, 226g, 226h, 226i e 226k vegnan er applitgads per contracts da pajament en ratas ch’èn vegnids fatgs avant che questa lescha è entrada en vigur. Per contracts cun pajaments en ratas anticipadas ch’èn vegnids fatgs avant che questa lescha è entrada en vigur vegn applitgà mo l’artitgel 226k. Tals contracts ston dentant vegnir adattads entaifer 1 onn a las disposiziuns da l’artitgel 227b, cas cuntrari perdan els lur vigur ed i sto vegnir pajà ora al cumprader ses entir dabun, inclusiv tut ils tschains e tut las bunificaziuns. Quests artitgels èn ussa abolids.D.  Entrada en vigurArt. 4Il Cussegl federal fixescha il termin che questa lescha entra en vigur.Disposiziuns transitoricas da la midada dals 16 da december 2005 Integrà tras la cifra III da la LF dals 16 da dec. 2005 (dretg da ScRL sco er adattaziuns en il dretg d’aczias, en il dretg d’associaziun, en il dretg dal register da commerzi ed en il dretg da firmas), en vigur dapi il 1. da schan. 2008 (AS 2007 4791; BBl 2002 3148, 2004 3969).A.  Regla generalaArt. 1 Il titel final dal Cudesch civil svizzer vala per questa lescha, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. Il mument che la nova lescha entra en vigur vegnan sias disposiziuns applitgablas per societads existentas.B.  Termin d’adattaziunArt. 2 Societads cun responsabladad limitada ch’èn inscrittas en il register da commerzi il mument che questa lescha entra en vigur e che na correspundan dentant betg a las novas prescripziuns ston adattar entaifer 2 onns lur statuts e lur reglaments a las novas disposiziuns. Disposiziuns dals statuts e dals reglaments che n’èn betg cumpatiblas cun il nov dretg restan en vigur fin a l’adattaziun, maximalmain dentant anc 2 onns. Per societads cun responsabladad limitada ch’èn inscrittas en il register da commerzi il mument che questa lescha entra en vigur vegnan applitgads ils artitgels 808a ed 809 alinea 4 segunda frasa pir suenter ch’il termin per adattar ils statuts è scadì. Societads anonimas ed associaziuns ch’èn inscrittas en il register da commerzi il mument che questa lescha entra en vigur e da las qualas la firma na correspunda betg a las novas prescripziuns legalas, ston adattar lur firma a las novas disposiziuns entaifer 2 onns. Suenter la scadenza da quest termin adatta il register da commerzi d’uffizi la firma.C.  Prestaziun dals apportsArt. 3 Sch’i n’èn – en societads cun responsabladad limitada ch’èn inscrittas en il register da commerzi il mument che questa lescha entra en vigur – vegnids prestads nagins apports che correspundan a l’import d’emissiun da tut las quotas da basa, ston quels vegnir prestads entaifer 2 onns. Fin ch’ils apports a l’import dal chapital da basa n’èn betg vegnids prestads cumplainamain, stattan ils societaris buns tenor l’artitgel 802 da la versiun dals 18 da december 1936 dal Dretg d’obligaziuns. AS 53 185D.  Certificats da participaziun e certificats da giudidaArt. 4 Participaziuns a societads cun responsabladad limitada, che han ina valur nominala e che vegnan decleradas tar las passivas da la bilantscha, che na dattan dentant nagin dretg da votar (certificats da participaziun), valan suenter la scadenza da 2 onns sco quotas da basa cun ils medems dretgs da facultad, sch’ellas na vegnan betg annulladas entaifer quest termin cun ina reducziun dal chapital. Sche las participaziuns vegnan annulladas, ston ils participants vertents vegnir indemnisads a l’import da la valur reala. Ils conclus necessaris da la radunanza dals societaris pon vegnir prendids cun la maioritad absoluta da las vuschs represchentadas, er sch’ils statuts prevesan insatge auter. Per participaziuns a societads cun responsabladad limitada che na vegnan betg decleradas tar las passivas da la bilantscha vegnan applitgadas – suenter che questa lescha è entrada en vigur – las prescripziuns davart ils certificats da giudida, e quai er, sch’ellas èn designadas sco certificats da participaziun. Ellas na dastgan inditgar nagina valur nominala e ston vegnir designadas sco certificats da giudida. La designaziun dals titels ed ils statuts ston vegnir adattads entaifer 2 onns.E.  Atgnas quotas da basaArt. 5Sche societads cun responsabladad limitada han acquistà atgnas quotas da basa avant che questa lescha è entrada en vigur, ston ellas alienar quellas u annullar quellas tras ina reducziun dal chapital, uschenavant che las atgnas quotas da basa surpassan 10 pertschient dal chapital da basa.F.  Obligaziun da far pajaments supplementarsArt. 6 Las obligaziuns statutaras da far pajaments supplementars ch’èn vegnidas fundadas avant l’entrada en vigur da questa lescha e che surpassan il dubel da la valur nominala da las quotas da basa, mantegnan lur valaivladad giuridica e pon vegnir reducidas mo en la procedura tenor l’artitgel 795c. Suenter che questa lescha è entrada en vigur vegnan dal rest applitgadas las novas prescripziuns, uschia en spezial per incassar ils pajaments supplementars.G.  Post da revisiunArt. 7Las disposiziuns da questa lescha che concernan il post da revisiun valan a partir da l’emprim onn da gestiun che cumenza cun l’entrada en vigur da questa lescha u suenter.H.  Dretg da votarArt. 8 Societads cun responsabladad limitada che han fixà – avant l’entrada en vigur da questa lescha – il dretg da votar independentamain da la valur nominala da las quotas da basa, na ston betg adattar las disposiziuns correspundentas a las pretensiuns da l’artitgel 806. Sch’i vegnan edidas novas quotas da basa, sto l’artitgel 806 alinea 2 segunda frasa vegnir resguardà en mintga cas.J.  Adattaziun da las relaziuns da maioritad statutarasArt. 9Sch’ina societad cun responsabladad limitada ha integrà – e quai mo cun repeter disposiziuns dal dretg vegl – prescripziuns en ils statuts che prevesan maioritads qualifitgadas per las deliberaziuns tras la radunanza dals societaris, po la radunanza dals societaris concluder entaifer 2 onns cun la maioritad absoluta da las vuschs represchentadas che questas disposiziuns vegnian adattadas al nov dretg.K.  Annullaziun d’aczias e da quotas da basa a chaschun d’ina sanaziunArt. 10Sch’il chapital d’aczias u sch’il chapital da basa è vegnì reducì a nulla ed alura puspè augmentà per intents da sanaziun, e quai avant l’entrada en vigur da questa lescha, van ils dretgs da commembranza dals acziunaris u dals societaris anteriurs a perder tras l’entrada en vigur.L.  Exclusivitad da firmas inscrittasArt. 11L’exclusivitad da firmas ch’èn vegnidas inscrittas en il register da commerzi avant che questa lescha è entrada en vigur sa giuditgescha tenor l’artitgel 951 da la versiun dals 18 da december 1936 dal Dretg d’obligaziuns. AS 53 185Disposiziun transitorica da la midada dals 17 da zercladur 2011 AS 2011 5863; BBl 2008 1589La disposiziun da questa midada vala a partir da l’emprim onn da gestiun che cumenza cun l’entrada en vigur da questa midada u suenter.Disposiziuns transitoricas da la midada dals 23 da december 2011 AS 2012 6679; BBl 2008 1589A.  Regla generalaArt. 1 Las disposiziuns dal titel final dal Cudesch civil svizzer valan per questa lescha, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. A partir dal mument che las disposiziuns da la midada dals 23 da december 2011 entran en vigur, èn ellas applitgablas per las interpresas existentas. SR 210B.  Contabilitad commerziala e rendaquintArt. 2 Las prescripziuns dal trentadusavel titel vegnan applitgadas per l’emprima giada per l’onn da gestiun che cumenza 2 onns suenter l’entrada en vigur da questa midada. Per l’applicaziun da las disposiziuns davart il rendaquint d’interpresas pli grondas èn decisivs la summa da bilantscha, il retgav da la svieuta sco er las plazzas a temp cumplain en la media annuala dals 2 onns da gestiun che precedan l’entrada en vigur da questa midada. Las disposiziuns davart il quint dal concern vegnan applitgadas per l’emprima giada per l’onn da gestiun che cumenza 3 onns suenter l’entrada en vigur da questa midada. Per la liberaziun da l’obligaziun da far in quint dal concern èn decisivs ils 2 onns da gestiun precedents. Tar l’emprima applicaziun da las prescripziuns davart il rendaquint poi vegnir desistì da numnar las cifras dals onns precedents. Tar la segunda applicaziun ston vegnir inditgadas mo las cifras da l’onn precedent. Sch’i vegnan numnadas las cifras dals onns da gestiun precedents, poi vegnir renunzià a la cuntinuitad da la preschentaziun ed a la structura. En l’agiunta stoi vegnir rendì attent quest fatg.Disposiziuns transitoricas da la midada dals 12 da december 2014 AS 2015 1389; BBl 2014 605A.  Regla generalaArt. 1 Ils artitgels 1–4 dal titel final dal Cudesch civil svizzer valan per questa lescha, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. A partir dal mument che las disposiziuns da la midada dals 12 da december 2014 entran en vigur, èn ellas applitgablas per las societads existentas. SR 210B.  Adattaziun dals statuts e dals reglamentsArt. 2 Societads ch’èn inscrittas en il register da commerzi il mument che la midada dals 12 da december 2014 entra en vigur, ma che na correspundan betg a las novas prescripziuns, ston adattar lur statuts e lur reglaments entaifer 2 onns a las novas disposiziuns. Las disposiziuns dals statuts e dals reglaments che n’èn betg cumpatiblas cun il dretg nov restan en vigur fin a l’adattaziun, maximalmain dentant anc 2 onns.C.  Obligaziuns d’annunziaArt. 3 Persunas che tegnan gia aczias al possessur il mument che la midada dals 12 da december 2014 entra en vigur, ston ademplir las obligaziuns d’annunzia che valan tenor ils artitgels 697i e 697j per l’acquist d’aczias. Il termin per la perdita dals dretgs da facultad (art. 697m al. 3) scada en quest cas 6 mais suenter l’entrada en vigur da la midada dals 12 da december 2014.Disposiziuns transitoricas da la midada dals 25 da settember 2015 AS 2016 1507; BBl 2014 9305A.  Regla generalaArt. 1 Ils artitgels 1–4 dal titel final dal Cudesch civil svizzer valan per questa lescha, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. A partir dal mument che las disposiziuns da la midada dals 25 da settember 2015 entran en vigur, èn ellas applitgablas per las unitads giuridicas existentas. SR 210B.  Adattaziun da firmas inscrittasArt. 2Societads collectivas, societads commanditaras e societads acziunaras commanditaras, las qualas èn inscrittas en il register da commerzi il mument da l’entrada en vigur da la midada dals 25 da settember 2015 e da las qualas la firma na correspunda betg a las prescripziuns da questa midada dals 25 da settember 2015, pon manar vinavant lur firma senza midadas, uschè ditg ch’ils artitgels 947 e 948 dal dretg vertent na pretendan betg ina midada.C.  Exclusivitad da la firma inscrittaArt. 3Sche la firma d’ina societad collectiva, d’ina societad commanditara u d’ina societad acziunara commanditara era vegnida inscritta en il register da commerzi avant l’entrada en vigur da la midada dals 25 da settember 2015, vegn sia exclusivitad giuditgada tenor l’artitgel 946 dretg actual e tenor l’artitgel 951 dal dretg anteriur.Disposiziuns transitoricas da la midada dals 17 da mars 2017 AS 2020 957; BBl 2015 3617A.  Reglas generalasArt. 1 Ils artitgels 1–4 dal titel final dal Cudesch civil svizzer valan per la midada dals 17 da mars 2017, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. Per unitads giuridicas existentas vegn applitgà il dretg nov, cur ch’el entra en vigur.SR 210B.  Obligaziun d’inscriver instituts da dretg publicArt. 2Ils instituts da dretg public ch’èn vegnids constituids avant l’entrada en vigur dal dretg nov e che pratitgeschan principalmain in’activitad da gudogn en l’economia privata, ston sa laschar inscriver entaifer 2 onns en il register da commerzi.Disposiziuns transitoricas da la midada dals 21 da zercladur 2019 AS 2019 3161; BBl 2019 279A.  Disposiziuns generalasArt. 1 Ils artitgels 1–4 dal titel final dal Cudesch civil svizzer valan per questa lescha, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. A partir dal mument che las disposiziuns da la midada dals 21 da zercladur 2019 entran en vigur, èn ellas applitgablas per las societads existentas. SR 210B.  Annunzia dals cas excepziunals a l’uffizi dal register da commerziArt. 2Societads anonimas e societads acziunaras commanditaras cun aczias al possessur, che han quotà titels da participaziun a la bursa u che han aczias al possessur ch’èn concepidas sco vaglias contabilisadas, ston dumandar l’uffizi dal register da commerzi – entaifer 18 mais dapi l’entrada en vigur da l’artitgel 622 alinea 1 – da far l’inscripziun tenor l’artitgel 622 alinea 2.C.  Societads senza titels da participaziun quotads a la bursa, da las qualas las aczias al possessur n’èn betg concepidas sco vaglias contabilisadas1.  Champ d’applicaziunArt. 3Ils artitgels 4–8 valan per societads che n’han betg quotà titels da participaziun a la bursa e che n’han naginas aczias al possessur ch’èn concepidas sco vaglias contabilisadas, sco er per societads che n’han betg dumandà l’inscripziun tenor l’artitgel 622 alinea 2.2.  Conversiun d’aczias al possessur en aczias al numArt. 4 Sche societads anonimas e societads acziunaras commanditaras han – suenter 18 mais dapi l’entrada en vigur da l’artitgel 622 alinea 1 – anc aczias al possessur che n’èn betg vegnidas inscrittas tenor l’artitgel 622 alinea 2, vegnan quellas convertidas tras lescha en aczias al num. La conversiun s’effectuescha envers mintga persuna, independentamain d’eventualas disposiziuns statutaras d’in auter cuntegn u d’inscripziuns en il register da commerzi ed independentamain dal fatg, sche titels da las aczias èn vegnids emess u betg. L’uffizi dal register da commerzi mida d’uffizi las inscripziuns che resultan da l’alinea 1. El inscriva er ina remartga ch’ils mussaments cuntegnian indicaziuns che divergeschan da l’inscripziun. Las aczias convertidas mantegnan lur valur nominala, lur quota da liberaziun sco er lur qualitads areguard il dretg da votar ed areguard las pretensiuns patrimonialas. Lur transmissibladad n’è betg limitada.3.  Adattaziun dals statuts ed inscripziun en il register da commerziArt. 5 Las societads anonimas e las societads acziunaras commanditaras, da las qualas las aczias èn vegnidas convertidas, ston adattar ils statuts a la conversiun a chaschun da la proxima midada dals statuts. Fin che questa adattaziun n’è betg vegnida fatga, refusa l’uffizi dal register da commerzi mintga annunzia da laschar inscriver in’autra midada dals statuts en il register da commerzi. Sch’ina societad ha titels da participaziun quotads a la bursa u sche sias aczias convertidas èn concepidas sco vaglias contabilisadas, na sto ella betg adattar ses statuts, premess che:a. la radunanza generala concludia da converter las aczias convertidas en aczias al possessur senza midar il dumber, la valur nominala u la categoria da las aczias; eb. la societad pretendia l’inscripziun tenor l’artitgel 622 alinea 2. Sche la societad ha adattà ils statuts a la conversiun tenor l’alinea 1 u sch’ina adattaziun n’è betg necessaria tenor l’alinea 3, stizza l’uffizi dal register da commerzi la remartga tenor l’artitgel 4 alinea 2.4.  Actualisaziun dal register da las aczias e suspensiun da dretgsArt. 6 Suenter la conversiun d’aczias al possessur en aczias al num inscriva la societad en il register da las aczias ils acziunaris che han ademplì lur obligaziun d’annunzia previsa en l’artitgel 697i dal dretg vertent. Ils dretgs da commembranza dals acziunaris che n’han betg ademplì l’obligaziun d’annunzia èn suspendids, ed ils dretgs patrimonials van a perder. Il cussegl d’administraziun procura che nagins acziunaris na fetschian diever da lur dretgs violond questa disposiziun. En il register da las aczias vegni inscrit che quests acziunaris n’hajan betg ademplì l’obligaziun d’annunzia e ch’els na possian betg far diever dals dretgs ch’èn colliads cun las aczias.5.  Annunzia posteriuraArt. 7 Acziunaris che n’han betg ademplì lur obligaziun d’annunzia tenor l’artitgel 697i dal dretg vertent e dals quals las aczias al possessur èn vegnidas convertidas en aczias al num tenor l’artitgel 4, pon dumandar la dretgira – entaifer 5 onns suenter l’entrada en vigur da l’artitgel 622 alinea 1 e cun il consentiment precedent da la societad – da vegnir inscrits en il register da las aczias da la societad. La dretgira accepta la dumonda, sche l’acziunari cumprova sia qualitad d’acziunari. La dretgira decida en la procedura summarica. L’acziunari sto pajar ils custs da dretgira. Sche la dretgira accepta la dumonda, fa la societad l’inscripziun. Ils acziunaris pon far valair ils dretgs patrimonials che resultan a partir da quest mument.6.  Perdita definitiva da la qualitad d’acziunariArt. 8 Aczias d’acziunaris che n’han – entaifer 5 onns suenter l’entrada en vigur da l’artitgel 622 alinea 1 – betg dumandà la dretgira da vegnir inscrits en il register da las aczias da la societad tenor l’artitgel 7, daventan tras lescha nunvalaivlas. Ils acziunaris perdan lur dretgs ch’èn colliads cun las aczias. Las aczias nunvalaivlas vegnan remplazzadas tras atgnas aczias. Acziunaris, dals quals las aczias èn daventadas nunvalaivlas senza atgna culpa, pon far valair in dretg d’indemnisaziun envers la societad entaifer 10 onns suenter il mument che las aczias daventan nunvalaivlas, sch’els cumprovan ch’els avevan la qualitad d’acziunari, cur che las aczias èn daventadas nunvalaivlas. L’indemnisaziun correspunda a la valur effectiva da las aczias il mument da lur conversiun tenor l’artitgel 4. Sche la valur effectiva da las aczias è – il mument ch’il dretg vegn fatg valair – pli bassa ch’il mument da lur conversiun, debitescha la societad questa valur pli bassa. Ina indemnisaziun è exclusa, sche la societad na dispona betg da l’agen chapital libramain disponibel necessari.Disposiziuns transitoricas da la midada dals 19 da zercladur 2020 AS 2020 4005; 2021 846 cifra III 1; 2022 109; BBl 2017 399A.  Regla generalaArt. 1 Ils artitgels 1–4 dal titel final dal Cudesch civil svizzer valan per la midada dals 19 da zercladur 2020, uschenavant che las suandantas disposiziuns na prevesan betg insatge auter. Il mument ch’il dretg nov entra en vigur èn sias disposiziuns applitgablas per las societads existentas. SR 210B.  Adattaziun dals statuts e dals reglamentsArt. 2 Societads ch’èn inscrittas en il register da commerzi il mument ch’il dretg nov entra en vigur, ma che na correspundan betg a las novas prescripziuns, ston adattar lur statuts e lur reglaments entaifer 2 onns a las novas disposiziuns. Las disposiziuns dals statuts e dals reglaments che n’èn betg cumpatiblas cun il dretg nov, restan en vigur fin a l’adattaziun, maximalmain dentant anc 2 onns suenter l’entrada en vigur dal dretg nov.C.  Augment dal chapital approvà ed augment dal chapital tras chapital cundiziunàArt. 3Per augments dal chapital approvads e per augments dal chapital tras chapital cundiziunà, ch’èn vegnids concludids avant l’entrada en vigur dal dretg nov, resta applitgabel il dretg anteriur. Ils conclus da la radunanza generala na pon betg pli vegnir prolungads u midads.D.  Represchentanza da las schlattainasArt. 4 L’obligaziun d’inditgar en il rapport d’indemnisaziun las infurmaziuns tenor l’art. 734f vala per il cussegl d’administraziun il pli tard a partir da l’onn da gestiun che cumenza 5 onns suenter l’entrada en vigur dal dretg nov. L’obligaziun d’inditgar en il rapport d’indemnisaziun las infurmaziuns tenor l’art. 734f vala per la direcziun il pli tard a partir da l’onn da gestiun che cumenza 10 onns suenter l’entrada en vigur dal dretg nov.E.  Suspensiun dal concursArt. 5Per ina suspensiun dal concurs ch’è vegnida permessa avant l’entrada en vigur dal dretg nov, resta applitgabel il dretg vertent, fin che la suspensiun è terminada.F.  Adattaziun da contracts concludids tenor il dretg anteriurArt. 6Ils contracts existents il mument da l’entrada en vigur dal dretg nov ston vegnir adattads entaifer 2 onns suenter l’entrada en vigur dal dretg nov. Suenter la scadenza da quest termin èn las prescripziuns dal dretg nov applitgablas per tut ils contracts.G.  Transparenza d’interpresas dal sectur da materias primasArt. 7Ils artitgels 964d–964h vegnan applitgads per l’emprima giada per l’onn da gestiun che cumenza 1 onn suenter l’entrada en vigur dal dretg nov.Disposiziun transitorica da la midada dals 19 da zercladur 2020 AS 2021 846; BBl 2017 399Las prescripziuns dal 6. chapitel e dal 8. chapitel dal 32. titel vegnan applitgadas per l’emprima giada per l’onn da gestiun che cumenza 1 onn suenter l’entrada en vigur da la midada dals 19 da zercladur 2020.Disposiziuns finalas da l’otgavel titel e da l’otgavel titelIntegrà tras la cifra II da la LF dals 15 da dec. 1989, en vigur dapi il 1. da fan. 1990 (AS 1990 802; BBl 1985 I 1389).Art. 1Il Conclus federal dals 30 da zercladur 1972 davart mesiras cunter l’abus en ils fatgs da locaziun vegn abolì.[AS 1972 1502; 1977 1269; 1982 1234; 1987 1189]Art. 2–4... Las modificaziuns pon vegnir consultadas en la AS 1990 802.Art. 5 Las prescripziuns davart la protecziun cunter la disditga abusiva en cas d’ina locaziun ed en cas d’ina fittanza da localitads d’abitar e da fatschenta èn applitgablas per tut las relaziuns da locaziun e da fittanza che vegnan disditgas suenter l’entrada en vigur da questa lescha. Sch’ina relaziun da locaziun u da fittanza è vegnida disditga avant l’entrada en vigur da questa lescha, dentant cun l’effect per in termin suenter l’entrada en vigur, cumenzan ils termins per contestar la disditga e per pretender ina prolungaziun (art. 273) cun l’entrada en vigur da la lescha.Art. 6 Questa lescha è suttamessa al referendum facultativ. Il Cussegl federal fixescha l’entrada en vigur.Disposiziuns finalas e transitoricas dal dieschavel titelIntegrà tras la cifra II da la LF dals 25 da zer. 1971, en vigur dapi il 1. da schan. 1972 (AS 1971 1465; BBl 1967 II 241).Midada dal DOArt. 1... Las modificaziuns pon vegnir consultadas en la AS 1971 1465.Midada dal CCSArt. 2...Las modificaziuns pon vegnir consultadas en la AS 1971 1465.Midada da la Lescha davart il contract d’assicuranzaArt. 3...Las modificaziuns pon vegnir consultadas en la AS 1971 1465.Midada da la Lescha davart l’agriculturaArt. 4...Las modificaziuns pon vegnir consultadas en la AS 1971 1465.Midada da la Lescha da lavurArt. 5...Las modificaziuns pon vegnir consultadas en la AS 1971 1465.Aboliziun da prescripziuns federalasArt. 6Cun l’entrada en vigur da questa lescha vegnan abolids:1. ils artitgels 159 e 463 dal Dretg d’obligaziuns;2. l’artitgel 130 da la Lescha federala dals 13 da zercladur 1911 davart l’assicuranza da malsauns e davart l’assicuranza cunter accidents;3. ils artitgels 20 fin 26, 28, 29 e 69 alineas 2 e 5 da la Lescha federala dals 18 da zercladur 1914 davart la lavur en las fabricas;4. ils artitgels 4, 8 alineas 1, 2 e 5, 9 e 19 da la Lescha federala dals 12 da december 1940 davart la lavur a chasa;5. la Lescha federala dals 13 da zercladur 1941 davart la relaziun d’engaschament da viagiaturs da commerzi;6. la Lescha federala dal 1. d’avrigl 1949 davart la limitaziun da la disditga da relaziuns d’engaschament en cas da servetsch militar;7. ils artitgels 96 e 97 da la Lescha federala dals 3 d’october 1951 davart l’agricultura;8. l’artitgel 32 da la Lescha federala dals 25 da settember 1952 davart l’indemnisaziun da la perdita da gudogn a persunas ch’èn obligadas da far servetsch militar (urden da cumpensaziun dal gudogn);9. l’artitgel 19 da la Lescha federala dals 28 da settember 1956 davart la decleranza impegnativa da contracts collectivs da lavur;10. l’artitgel 49 da la Lescha federala davart la protecziun civila;11. ils artitgels 20 alinea 2 e 59 da la Lescha federala dals 20 da settember 1963 davart la furmaziun professiunala;12. ils artitgels 64 e 72 alinea 2 litera a da la Lescha federala dals 13 da mars 1964 davart la lavur en l’industria, en il mastergn ed en il commerzi.[BS 8 281; AS 1959 858; 1964 965 cifras I–III, 1968 64; 1977 2249 cifra I 611; 1978 1836 agiunta cifra 4; 1982 196, 1676 agiunta cifra 1, 2184 art. 114; 1990 1091; 1991 362 cifra II 412; 1992 288 agiunta cifra 37, 2350; 1995 511. AS 1995 1328 agiunta cifra 1]SR 821.41[BS 8 229; AS 1951 1231 art. 14 al. 2; 1966 57 art. 68. AS 1983 108 art. 21 cifra 3][BS 2 776; AS 1966 57 art. 69][AS 1949 II 1293][AS 1953 1073; 1954 1364 art. 1; 1958 659; 1959 588; 1960 1279; 1962 203, 1144 art. 14, 1412; 1967 722; 1968 92; 1974 763; 1975 1088; 1977 2249 cifra I, 921, 942, 931; 1979 2058; 1982 1676 agiunta cifra 6; 1988 640; 1989 504 art. 33 lit. c; 1991 362 cifra II 51; 857 agiunta cifra 25; 2611; 1992 1860 art. 75 cifra 5, 1986 art. 36 al. 1; 1993 1410 art. 92 cifra 4, 1571, 2080 agiunta cifra 11; 1994 28; 1995 1469 art. 59 cifra 3, 1837, 3517 cifra I 2; 1996 2588 agiunta cifra 2, 2783; 1997 1187, 1190; 1998 1822. AS 1998 3033 agiunta lit. c]SR 834.1. Ussa: LF davart l’urden da cumpensaziun dal gudogn per persunas che prestan servetsch ed en cas d’ina maternitad (L davart l’urden da cumpensaziun dal gudogn, LCG).SR 221.215.311[AS 1962 1089; 1964 487 art. 22 al. 2 lit. b; 1968 1025 art. 35; 1969 310 cifra III; 1971 751; 1978 50, 570; 1985 1649; 1990 1882 agiunta cifra 7; 1992 288 agiunta cifra 22; 1993 2043 agiunta cifra 3; 1994 2626 art. 71][AS 1965 321, 428; 1968 86; 1972 1681; 1975 1078 cifra III; 1977 2249 cifra I 331.  AS 1979 1687 art. 75] Quest artitgel è ussa abolì.SR 822.11Adattaziun da relaziuns giuridicas ch’èn naschidas sut il dretg veglArt. 7 Ils contracts da lavur (contracts individuals da lavur, contracts normals da lavur e contracts collectivs da lavur) ch’existan il mument che questa lescha entra en vigur ston vegnir adattads a sias prescripziuns entaifer in termin dad 1 onn; suenter la scadenza da quest termin èn sias prescripziuns applitgablas per tut ils contracts da lavur. Las instituziuns da prevenziun per il persunal ch’existan il mument che questa lescha entra en vigur han d’adattar fin il pli tard il 1. da schaner 1977 lur statuts u lur reglaments als artitgels 331a, 331b e 331c, resguardond las prescripziuns formalas che valan per la midada; a partir dal 1. da schaner 1977 èn questas disposiziuns applitgablas per tut las instituziuns da prevenziun per il persunal.Il 1. da schan. 1972Versiun tenor la cifra I da la LF dals 25 da zer. 1976, en vigur dapi il 1. da schan. 1977 (AS 1976 1972; BBl 1976 I 1269).Entrada en vigur da la leschaArt. 8Il Cussegl federal fixescha il termin che questa lescha entra en vigur.Disposiziuns finalas dal quart chapitel dal tredeschavel titelIntegrà tras la cifra II da la LF dals 4 da favr. 1949, en vigur dapi il 1. da schan. 1950 (AS 1949 I 802 808; BBl 1947 III 661).A.  Dretg transitoricArt. 1 Per ils contracts d’agentura ch’existan gia il mument, ch’il nov dretg entra en vigur, vegnan applitgads immediatamain ils artitgels 418d alinea 1, 418f alinea 1, 418k alinea 2, 418o, 418p, 418r e 418s. Dal rest ston ils contracts d’agentura ch’existan il mument, ch’il nov dretg entra en vigur, vegnir adattads a sias prescripziuns entaifer in termin da 2 onns. Suenter la scadenza da quest termin è il nov dretg er applitgabel per ils contracts d’agentura ch’èn vegnids fatgs pli baud. Per ils contracts d’agentura ch’existan il mument, ch’il nov dretg entra en vigur, e che pertutgan agents, che exequeschan in’activitad d’agent mo sco professiun accessorica, vegnan, nun ch’i dettia cunvegnas cuntrarias, applitgadas medemamain las prescripziuns da quest chapitel suenter la scadenza da 2 onns.B.  Privilegi da concursArt. 2...Las modificaziuns pon vegnir consultadas en la AS 1949 I 802.C.  Entrada en vigurArt. 3Il Cussegl federal fixescha il termin che questa lescha entra en vigur.Disposiziuns transitoricas dal ventgavel titelIntegrà tras la cifra II da la LF dals 10 da dec. 1941, en vigur dapi il 1. da fan. 1942 (AS 58 279 290 644; BBl 1939 II 841). Las disposiziuns dal nov dretg vegnan applitgadas per tut las garanzias ch’èn vegnidas surpigliadas suenter che questa lescha è entrada en vigur. Per garanzias ch’èn vegnidas surpigliadas avant che questa lescha è entrada en vigur vegnan applitgadas las disposiziuns dal nov dretg mo pertutgant ils fatgs ch’èn succedids pli tard e cun las suandantas restricziuns:1. betg applitgabels en ils novs artitgels 492 alinea 3, 496 alinea 2, 497 alineas 3 e 4, 499, 500, 501 alinea 4, 507 alineas 4 e 6, 511 alinea 1;2. las prescripziuns dals novs artitgels 493 davart la furma e 494 davart la necessitad dal consentiment dal conjugal èn applitgablas per garanzias tenor il dretg vegl mo, sch’ellas sa refereschan a midadas posteriuras da la garanzia;3. l’artitgel 496 alinea 1 vala cun la norma ch’il garant na po betg mo vegnir persequità avant il debitur principal ed avant ch’ils pegns immobigliars vegnian realisads, mabain er avant la realisaziun dals ulteriurs dretgs da pegn, uschenavant ch’il debitur principal è en retard cun il pajament da ses debit ed uschenavant ch’el è vegnì admonì senza success u sche sia insolvenza è evidenta;4. per communitgar il retard tenor l’artitgel 505 alinea 1 vegni concedì al creditur in termin da 6 mais suenter il cumenzament dal retard, però almain in tal da 3 mais dapi l’entrada en vigur da la lescha;5. la disposiziun da l’artitgel 505 alinea 2 vegn applitgada mo per concurs ch’èn vegnids introducids almain 3 mais suenter l’entrada en vigur da la lescha, sco er sin moratoris ch’èn vegnids permess almain 3 mais suenter l’entrada en vigur da la lescha;6. il termin che vegn numnà en l’artitgel 509 alinea 3 cumenza a currer per garanzias tenor il dretg vegl pir cun l’entrada en vigur da la lescha. Las prescripziuns dals artitgels 77–80 da la Lescha da dazi dals 18 da mars 2005 restan resalvadas. Il Cussegl federal fixescha il termin che questa lescha entra en vigur. SR 631.0 Versiun tenor la cifra 2 da l’agiunta da la L da dazi dals 18 da mars 2005, en vigur dapi il 1. da matg 2007 (AS 2007 1411; BBl 2004 567).Disposiziuns finalas e transitoricas dal ventgaquatteravel fin al trentatraisavel titelIntegrà tras la LF dals 18 da dec. 1936 (AS 53 185; BBl 1928 I 205, 1932 I 217).A.  Applitgabladad dal titel finalArt. 1Las prescripziuns dal titel final dal Cudesch civil svizzer vegnan er applitgadas per questa lescha.SR 210B.  Adattaziun da veglias societads al dretg novI.  En generalArt. 2 Societads anonimas, societads acziunaras commanditaras ed associaziuns ch’èn inscrittas en il register da commerzi il mument che questa lescha entra en vigur, che na correspundan dentant betg a las prescripziuns legalas, han dad adattar lur statuts a las novas disposiziuns entaifer 5 onns. Durant quest termin èn ellas suttamessas al dretg vertent, uschenavant che lur statuts stattan en cuntradicziun cun las novas disposiziuns. Sche las societads n’adempleschan betg questa prescripziun, vegnan ellas decleradas d’uffizi sco schliadas tras l’administratur dal register da commerzi. Per associaziuns d’assicuranza e da credit po il Cussegl federal prolungar l’applitgabladad dal dretg vegl en il singul cas. La dumonda al sto vegnir fatga avant che 3 onns èn scadids dapi che la lescha è entrada en vigur.II.  Fonds da prevenziunArt. 3Sche societads anonimas, sche societads acziunaras commanditaras e sche associaziuns han – avant l’entrada en vigur da questa lescha – destinà en moda evidenta parts da lur facultad per fundar e per sustegnair instituziuns da prevenziun, han ellas d’adattar quests fonds entaifer 5 onns a las disposiziuns dals artitgels 673 ed 862.Quest artitgel ha ussa ina nova versiun.Quest artitgel ha ussa ina nova versiun.Art. 4 Abolì tras la cifra 2 da l’agiunta da la L dals 3 d’oct. 2003 davart la fusiun, cun effect dapi il 1. da fan. 2004 (AS 2004 2617; BBl 2000 4337).C.  Prescripziuns concernent la bilantschaI.  Resalva da relaziuns extraordinariasArt. 5 Il Cussegl federal ha il dretg, sche relaziuns economicas extraordinarias pretendan quai, da decretar disposiziuns che permettan a las persunas, ch’èn obligadas da far ina bilantscha, da betg stuair observar tuttas disposiziuns da questa lescha che pertutgan las prescripziuns concernent la bilantscha. In tal conclus dal Cussegl federal sto vegnir publitgà. Sch’in tal conclus dal Cussegl federal è vegnì applitgà per far la bilantscha, sto quai vegnir remartgà en la bilantscha.II.  ...Art. 6Senza impurtanza.D.  Relaziuns da responsabladad dals associadsArt. 7 Las midadas che las prescripziuns da questa lescha chaschunan per las relaziuns da responsabladad dals associads na pregiuditgeschan betg ils dretgs dals crediturs ch’existan il mument che la lescha entra en vigur. Las associaziuns, da las qualas ils commembers stattan buns persunalmain per las obligaziuns da l’associaziun, e quai mo sin basa da la prescripziun da l’artitgel 689 dal Dretg d’obligaziuns vertent èn suttamess per 5 onns a las disposiziuns dal dretg vertent. Durant quest termin po la radunanza generala concluder cun la maioritad absoluta da las vuschs davart l’exclusiun totala u parziala da la responsabladad persunala u constatar expressivamain la responsabladad persunala. La prescripziun da l’artitgel 889 alinea 2 davart l’extrada na vegn betg applitgada.AS 27 317E.  Firmas commerzialasArt. 8 Las firmas ch’existan il mument che questa lescha entra en vigur e che na correspundan betg a sias prescripziuns, dastgan exister vinavant senza midadas durant 2 onns. En cas ch’i dettia midadas da tge spezia ch’i saja avant la scadenza da quest termin, ston las firmas dentant vegnir messas en concordanza cun la lescha actuala.F.  Vaglias ch’èn vegnidas emessas pli baudI.  Titels nominalsArt. 9Ils cudeschets da spargn e da deposits sco er ils certificats da spargn e da deposit ch’èn vegnids emess sco titels nominals avant che questa lescha è entrada en vigur èn suttamess a las prescripziuns da l’artitgel 977 davart l’annullaziun da certificats da debit, e quai er alura, sch’il debitur n’ha betg resalvà en il titel expressivamain per sasez il dretg da pajar valaivlamain senza ch’il titel vegnia preschentà u senza ch’el saja annullà.II.  Aczias1.  Valur nominalaArt. 10Aczias ch’èn vegnidas emessas avant l’entrada en vigur da questa lescha pon:1. mantegnair ina valur nominala da main che 100 francs;2. entaifer 3 onns dapi che la lescha è entrada en vigur vegnir reducidas ad ina valur nominala da main che 100 francs en cas ch’il chapital da basa vegnia er reducì.2.  Aczias al possessur betg pajadas entiramainArt. 11 Aczias e certificats provisorics al possessur ch’èn vegnids emess avant l’entrada en vigur da questa lescha n’èn betg suttamess a las disposiziuns dals artitgels 683 e 688 alineas 1 e 3. La relaziun giuridica dals sutsegnaders e dals acquistaders da questas aczias sa drizza tenor il dretg vertent.III.  Cambialas e schecsArt. 12Cambialas e schecs ch’èn vegnids emess avant l’entrada en vigur da questa lescha èn suttamess en tuts reguards al dretg vertent.G.  Cuminanza dals creditursArt. 13Las disposiziuns da l’Ordinaziun dals 20 da favrer 1918 davart la cuminanza da crediturs en cas d’obligaziuns d’emprest e dals conclus cumplettants dal Cussegl federal restan vinavant en vigur per ils cas, per ils quals ellas vegnissan applitgadas.[AS 34 231; 35 297; 36 623 893][AS 51 673; 53 454; 57 1514; 58 934; 62 1088; 63 1342]H.  ...Art. 14Abolì tras la cifra I litera c da l’agiunta da la LF dals 18 da dec. 1987 davart il dretg internaziunal privat, cun effect dapi il 1. da schan. 1989 (AS 1988 1776; BBl 1983 I 263).J.  Midada da la Lescha federala davart scussiun e concursArt. 15...Las modificaziuns pon vegnir consultadas en la AS 53 185.K.  Relaziun tar la Lescha da bancasI.  Resalva generalaArt. 16Las prescripziuns da la Lescha federala dals 8 da november 1934 davart las bancas e cassas da spargn restan resalvadas.SR 952.0II.  Midadas da singulas prescripziunsArt. 17...Las modificaziuns pon vegnir consultadas en la AS 53 185.L.  Aboliziun dal dretg civil federalArt. 18Cun l’entrada en vigur da questa lescha vegnan abolidas las disposiziuns dal dretg civil da la Confederaziun che stattan en cuntradicziun cun quella, en spezial la terza partiziun dal Dretg d’obligaziuns che porta il titel: «Las societads commerzialas, vaglias e firmas commerzialas» (LF dals 14 da zercladur 1881 davart il Dretg d’obligaziuns, art. 552–715 e 720–880).[AS 5 635, 11 490; BS 2 784 art. 103 al. 1; BS 2 3 titel final art. 60 al. 2]M.  Entrada en vigur da questa leschaArt. 19 Questa lescha entra en vigur il 1. da fanadur 1937. Exceptà da quai è il chapitel davart la cuminanza da crediturs en cas d’obligaziuns d’emprest (art. 1157–1182); il Cussegl federal vegn a fixar l’entrada en vigur da quest chapitel. Il Cussegl federal vegn incumbensà cun l’execuziun da questa lescha.Questa part è vegnida messa en vigur en la versiun da la LF dal 1. d’avr. 1949. Pertutgant il text da la versiun oriunda guardar AS 53 185.Disposiziuns finalas dal ventgasisavel titelIntegrà tras la cifra III da la LF dals 4 d’oct. 1991, en vigur dapi il 1. da fan. 1992 (AS 1992 733; BBl 1983 II 745).A.  Titel final dal Cudesch civil svizzerArt. 1Il titel final dal Cudesch civil svizzer vala per questa lescha.SR 210B.  Adattaziuns al dretg novI.  En generalArt. 2 Societads anonimas e societads acziunaras commanditaras ch’èn inscrittas en il register da commerzi il mument, che questa lescha entra en vigur, che na correspundan dentant betg a las novas prescripziuns legalas, ston adattar lur statuts a las novas disposiziuns entaifer 5 onns. Societads che n’adattan betg lur statuts entaifer 5 onns a las disposiziuns davart il chapital minimal, davart l’apport minimal e davart ils certificats da participaziun e da giudida, e quai malgrà in appel public ch’è vegnì publitgà pliras giadas en il Fegl uffizial svizzer da commerzi ed en ils fegls uffizials dals chantuns, vegnan schliadas dal derschader sin dumonda da l’administratur dal register. Il derschader po fixar in termin supplementar da maximalmain 6 mais. Societads ch’èn vegnidas fundadas avant il 1. da schaner 1985, èn exceptadas da l’adattaziun da lur disposiziuns statutaras davart il chapital minimal. Societads, da las qualas il chapital da participaziun ha surpassà il dubel dal chapital d’aczias il 1. da schaner 1985, èn exceptadas da l’adattar a la limitaziun legala. Autras disposiziuns statutaras che n’èn betg cumpatiblas cun il nov dretg restan en vigur fin a l’adattaziun, maximalmain dentant anc 5 onns.II.  Singulas disposiziuns1.  Certificats da participaziun e certificats da giudidaArt. 3 Cun l’entrada en vigur da questa lescha valan ils artitgels 656a, 656b alineas 2 e 3, 656c e 656d sco er 656g per societads existentas, er sch’ils statuts u sche las cundiziuns d’emissiun stattan en cuntradicziun cun els. Els valan per titels ch’èn designads sco certificats da participaziun e sco certificats da giudida, che han ina valur nominala e ch’èn declerads tar las passivas da la bilantscha. Per ils titels ch’èn numnads en l’alinea 1 ston las societads entaifer 5 onns fixar las cundiziuns d’emissiun en ils statuts e las adattar a l’artitgel 656f, procurar per las inscripziuns necessarias en il register da commerzi e munir ils titels che sa chattan en circulaziun e che n’èn betg designads sco certificats da participaziun cun questa designaziun. Per auters titels che quels ch’èn numnads en l’alinea 1 valan las novas prescripziuns davart ils certificats da giudida, er sch’els èn designads sco certificats da participaziun. Entaifer 5 onns ston els vegnir designads tenor il dretg nov e na dastgan inditgar pli nagina valur nominala. Ils statuts ston vegnir midads correspundentamain. Resalvada resta la transfurmaziun en certificats da participaziun.2.  Refusa da possessurs d’aczias al numArt. 4En cumplettaziun da l’artitgel 685d alinea 1 po la societad – sin basa da disposiziuns statutaras – refusar persunas sco acquistadras d’aczias al num ch’èn quotadas a la bursa, uschenavant ed uschè ditg che lur renconuschientscha pudess impedir la societad da preschentar la cumprova da la cumposiziun dal circul dals acziunaris che vegn pretendida da leschas federalas.3.  Aczias cun dretg da votarArt. 5Societads che han – applitgond l’artitgel 10 da las disposiziuns finalas e transitoricas da la Lescha federala dals 18 da december 1936 davart la revisiun dals titels 24–33 dal Dretg d’obligaziuns – mantegnì aczias cun dretg da votar che han ina valur nominala sut 10 francs, sco er societads, tar las qualas la valur nominala da las aczias pli grondas importa dapli che diesch giadas la valur nominala da las aczias pli pitschnas, na ston betg adattar lur statuts a l’artitgel 693 alinea 2 segunda frasa. Ellas na dastgan dentant emetter naginas aczias novas pli, da las qualas la valur nominala importa dapli che diesch giadas la valur nominala da las aczias pli pitschnas u main che 10 pertschient da la valur nominala da las aczias pli grondas.Guardar annotaziun numnada survart.4.  Maioritads qualifitgadasArt. 6Sch’ina societad ha integrà – e quai mo cun repeter disposiziuns dal dretg vertent – prescripziuns en ils statuts che prevesan maioritads qualifitgadas per tscherts conclus, po la radunanza generala concluder entaifer 1 onn dapi l’entrada en vigur da questa lescha cun la maioritad absoluta da tut las vuschs d’aczias represchentadas che questas disposiziuns vegnian adattadas al nov dretg.C.  Midada da leschas federalasArt. 7...Las modificaziuns pon vegnir consultadas en la AS 1992 733.D.  ReferendumArt. 8Questa lescha è suttamessa al referendum facultativ.E.  Entrada en vigurArt. 9Il Cussegl federal fixescha l’entrada en vigur.Disposiziuns finalas dal segund chapitel dal trentaquatteravel titelIntegrà tras la cifra II da la LF dal 1. d’avr. 1949, en vigur dapi il 1. da schan. 1950 (AS 1949 I 791 801; BBl 1947 III 869).1. e 2. ...3. Ils conclus da la cuminanza ch’èn vegnids prendids sin basa dal dretg vertent restan valaivels sut il dretg nov.Per conclus che vegnan prendids suenter l’entrada en vigur da questa lescha èn decisivas las prescripziuns dal dretg nov.Sch’in debitur ha dentant survegnì gia sin basa dal dretg vertent e tras conclus da la cuminanza dals debiturs facilitaziuns ch’èn egualas u che correspundan a quellas ch’èn previsas en l’artitgel 1170, ston ellas vegnir resguardadas adequatamain tar l’applicaziun da questa prescripziun.Dal rest èn applitgablas las disposiziuns finalas e transitoricas da la Lescha federala dals 18 da december 1936 davart la revisiun dal ventgaquatteravel fin al trentatraisavel titel dal Dretg d’obligaziuns.4. Cun l’entrada en vigur da questa lescha vegnan abolidas las disposiziuns che cuntrafan a questa lescha, en spezial l’Ordinaziun dal Cussegl federal dals 20 da favrer 1918davart la cuminanza da crediturs en cas d’obligaziuns d’emprest.5. Il Cussegl federal fixescha il termin che questa lescha entra en vigur.Las modificaziuns pon vegnir consultadas en la AS 1949 I 791.[AS 34 231; AS 35 297; AS 36 623, 893]