OR Art. 652b -

Einleitung zur Rechtsnorm OR:

The Swiss Code of Obligations is a central code of Swiss civil law that regulates the legal relationships between private individuals. It includes five books that cover various aspects of contract law, law of obligations and property law, including the formation, content and termination of contracts, as well as liability for breach of contract and tort. The Code of Obligations is an important code of law for business and everyday life in Switzerland, as it forms the basis for many legal relationships and contracts and has been in force since 1912, whereby it is regularly adapted to social and economic developments.

Art. 652b OR from 2025

Art. 652b ⁽¹⁾

¹ Every shareholder is entitled to the proportion of the newly issued shares that corresponds to their existing participation.

² 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. ⁽²⁾

³ 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.

⁴ 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. ⁽³⁾