OR Art. 689d -

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. 689d OR from 2024

Art. 689d Independent voting representative and delegation of the voting right of corporate bodies in companies whose shares are not listed on a stock exchange ⁽¹⁾

¹ 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.

² 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.

³ 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.

⁴ 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.