OR Art. 691 -
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. 691 OR from 2025
Art. 691 Unauthorised participation
1 The lending of shares for the purpose of exercising the right to vote at a general meeting is forbidden if the intention in so doing is to circumvent a restriction on the right to vote.
2bis Members of the board of directors and the executive board are entitled to participate in the general meeting. (1)
2 Every shareholder is entitled to object to the board of directors or in the minutes of the general meeting against the participation of unauthorised persons.
3 Where persons who are not authorised to participate in the general meeting participate in a decision on a resolution, any shareholder may challenge that resolution even if they have not raised an objection, unless the company can prove that their involvement exerted no influence on the decision made.
(1) Inserted 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.
