OR Art. 659a -

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. 659a OR from 2025

Art. 659a Consequences
of acquisition ⁽¹⁾

¹ If a company acquires its own shares, the right to vote and the rights associated therewith for these shares shall be suspended.

² 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.

³ If the right to vote is exercised, even though it is suspended, the provisions governing unauthorised participation in the general meeting (Art. 691) apply.

⁴ The company must indicate an amount equivalent to the cost of acquiring its own shares on its balance sheet as negative lis in the equity capital (Art. 959a para. 2 no 3 let. e).