OR Art. 685d -
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. 685d OR from 2025
Art. 685d Listed registered shares a. Requirements for refusal (1)
1 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.
2 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. (2)
3 Where listed (3) registered shares were acquired by inheritance, division of estate or matrimonial property law, entry of the acquirer may not be refused.
(1) 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) 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) Revised by the Federal Assembly Drafting Committee (Art. 33 ParlPA; [AS 1974 1051]).
Es besteht kein Anspruch auf Aktualität und Vollständigkeit/Richtigkeit.
