OR Art. 656b -
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. 656b OR from 2025
Art. 656b Participation and share capital (1)
1 The part of the participation capital composed of participation certificates that are listed on a stock exchange may not exceed ten times the share capital specified in the commercial register. The remaining part of the participation capital must not exceed an amount equal to double the share capital specified in the commercial register.
2 The provisions governing minimum capital do not apply.
3 The participation capital must be added to the share capital when:1. forming the statutory retained earnings;2. using the statutory capital reserves and retained earnings;3. assessing whether there is a situation of negative net worth or loss of capital;4. restricting the extent of an increase in capital from contingent capital;5. determining the lower and upper limits of a capital band.
4 The thresholds must be calculated separately for shareholders and participation certificate holders when:1. instigating a special 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.
5 They shall be calculated:1. based on the shares issued for the acquisition of the company’s own shares;2. based on the participation certificates issued for the acquisition of the company’s own participation certificates.
6 They shall be calculated based solely on the share capital:1. for the right to convene the general meeting;2. for the right to table agenda lis and motions.
(1) 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]).
Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit.
