OR Art. 698 -
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. 698 OR from 2024
Art. 698 The General Meeting I. Powers
1 The supreme governing body of a company limited by shares is the general meeting.
2 It has the following inalienable powers:1. to determine and amend the articles of association;2. to elect the members of the board of directors and the external auditors;3. (1) to approve the management report and the consolidated accounts;4. to approve the annual accounts and pass resolutions on the allocation of the disposable profit, and in particular to set the dividend and the shares of profits paid to board members;5. (2) to determine the interim dividend and approve the interim account required therefor;6. (2) to pass resolutions on repaying the statutory capital reserve;7. (4) to discharge the members of the board of directors;8. (4) to delist the equity securities of the company;9. (4) to pass resolutions concerning the matters reserved to the general meeting by law or the articles of association. (7)
3 In companies whose shares are listed on a stock exchange, it has the following additional inalienable powers:1. to elect the chair of the board of directors;2. to elect the members of the remuneration committee;3. to elect the independent voting representatives;4. to vote on the remuneration of the board of directors, the executive board and the board of advisors. (4)
(1) Amended by No I 1 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS 2012 6679]; [BBl 2008 1589]).
(2) (3)
(3) 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]).
(4) (5)
(5) (6)
(6) (8)
(7) Amended by No I of the FA of 4 Oct. 1991, in force since 1 July 1992 ([AS 1992 733]; [BBl 1983 II 745]).
(8) 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.
